(d) Election of Directors

On February 7, 2013, the Board of Directors (the "Board") of Fortegra Financial Corporation (the "Company"), in accordance with Article III of the Company's By-Laws and upon the recommendation of the Governance Committee of the Board, increased the size of the Board from seven (7) directors to eight (8) directors.

The Board then appointed Sean S. Sweeney to serve as director filling the vacancy on the Board. Mr. Sweeney has not been asked to serve on any committee of the Board, and it is not anticipated that he will be asked to serve on any committee of the Board prior to the next annual meeting of shareholders. Mr. Sweeney will stand for election at the Company's annual meeting of stockholders scheduled to be held on May 7, 2013.

The Board has determined, in its business judgment, that Mr. Sweeney qualifies as independent under the independence standards set forth in the Corporate Governance Listing Standards of the New York Stock Exchange and the Company's Corporate Governance Guidelines and Principles. There are and have been no transactions, either since the beginning of the Company's last fiscal year or that are currently proposed, regarding Mr. Sweeney that are required to be disclosed pursuant to Item 404(a) of Regulation S-K, and no arrangement or understanding exists between Mr. Sweeney and any other person or persons pursuant to which Mr. Sweeney was selected as a director. Mr. Sweeney's compensation for his services as a director will be consistent with that of the Company's other non-employee directors, as described in the Company's definitive proxy statement filed with the Securities and Exchange Commission on March 28, 2012.

Mr. Sweeney served as Chief Executive Officer and President of Philadelphia Insurance Companies until his retirement in February 2013.

(e) Compensatory Arrangements of Certain Officers

On February 6, 2013, the Compensation Committee of the Board of Directors (the "Compensation Committee") of the Company took the following action:

Quarterly Incentive Plan. On February 6, 2013, the Compensation Committee approved a quarterly incentive plan (the "Plan"), pursuant to which certain executive officers are eligible to receive shares of the Company's common stock if the product unit for which they are responsible exceeds its quarterly net revenue targets (the "Revenue Target") by five percent (5%) or more. The actual number of shares granted under the Plan will be determined by dividing (x) 3.25% of the amount by which the product unit exceeds its Revenue Target (which excess is capped at ten percent (10%) of the Revenue Target)(the "Award Value"), by (y) the closing price of the Company's common stock on the last business day of the related fiscal quarter. The Award Values for Mr. McCaw, a named executive officer, are as set forth in the following table:

                                Estimated Future Payouts      Estimated Future Payouts      Estimated Future Payouts      Estimated Future Payouts
                                 for the Quarter Ending      for the Quarter Ending June     for the Quarter Ending        for the Quarter Ending
                                     March 31, 2013                   30, 2013                 September 30, 2013             December 31, 2013
                                  5% Above     10% Above        5% Above     10% Above        5% Above     10% Above        5% Above     10% Above
                                   Target        Target          Target        Target          Target        Target          Target        Target
Name             Type of Award      ($)           ($)             ($)           ($)             ($)           ($)             ($)           ($)
Joseph R. McCaw  Common Stock  $     19,486   $   39,523     $     19,486   $   38,973     $     20,816   $   41,632     $     19,761   $   39,569

The shares are granted under the Company's 2010 Omnibus Incentive Plan and vest immediately upon grant. All award determinations are subject to Compensation Committee approval in accordance with the Plan.