The fact that the consummation of the Transaction is subject to closing conditions, one or more of which may not be satisfied, or that the Transaction is not consummated for any other reason

Our inability to integrate MSP and its subsidiaries into our on-going operations, or disruptions to our on-going operations due to such integration

Unusually high levels of catastrophe losses due to riskconcentrations, changes in weather patterns, environmental events, terrorism incidents or othercauses

Increased frequency and/or severity of claims or development of claims that are unforeseen at the time of policy issuance

Inadequate estimates, assumptions or reliance on third-party data used for critical accounting estimates

Declines in overall stock market values negatively affecting the company’s equity portfolio and bookvalue

Prolonged low interest rate environment or other factors that limit the company’s ability to generate growth in investment income or interest rate fluctuations that result in declining values of fixed-maturity investments, including declines in accounts in which we hold bank-owned life insurance contractassets

Domestic and global events resulting in capital market or credit market uncertainty, followed by prolonged periods of economic instability or recession, that leadto:

Significant or prolonged decline in the fair value of a particular security or group of securities and impairment of the asset(s)

Significant decline in investment income due to reduced or eliminated dividend payouts from a particular security or group of securities

Significant rise in losses from surety and director and officer policies written for financialinstitutions or other insured entities

Recession or other economic conditions resulting in lower demand for insurance products or increased paymentdelinquencies

Difficulties with technology or data security breaches, including cyberattacks, that could negatively affect our ability to conduct business;disrupt our relationships with agents, policyholders and others; cause reputational damage, mitigation expenses and data loss and expose us to liability under federal and state laws

Disruption of the insurance market caused by technology innovations such as driverless cars that could decrease consumer demand for insurance products

Delays, inadequate data developed internally or from third parties, or performance inadequacies from ongoing development and implementation of underwriting and pricingmethods, including telematics and other usage-based insurance methods, or technology projects and enhancements expected to increase our pricing accuracy, underwriting profit and competitiveness

Increased competition that could result in a significant reduction in the company’s premium volume

Changing consumer insurance-buying habits and consolidation of independent insurance agencies that could alter our competitive advantages

Inability to obtain adequate ceded reinsurance on acceptable terms, amount of reinsurance coverage purchased, financial strength of reinsurers and the potential for nonpayment or delay in payment by reinsurers

Inability to defer policy acquisition costs for any business segment if pricing and loss trends would lead management toconclude that segment could not achieve sustainableprofitability

Inability of our subsidiaries to pay dividends consistent with current or past levels

Events or conditions that could weaken or harm the company’s relationships with its independent agencies and hamper opportunities to add new agencies, resulting in limitations on the company’s opportunities for growth, suchas:

Downgrades of the company’s financial strengthratings

Concerns that doing business with the company is toodifficult

Perceptions that the company’s level of service, particularly claims service, is no longer a distinguishing characteristic in the marketplace

Inability or unwillingness to nimbly develop and introduce coverage product updates and innovations that our competitors offer and consumers expect to find in themarketplace

Actions of insurance departments, state attorneys general or other regulatory agencies, including a change to a federal system of regulation from a state-based system, that:

Impose new obligations on us that increase our expenses or change the assumptions underlying our critical accounting estimates

Place the insurance industry under greater regulatory scrutiny or result in new statutes, rules andregulations

Restrict our ability to exit or reduce writings of unprofitable coverages or lines of business

Add assessments for guaranty funds, other insurance‑related assessments or mandatory reinsurance arrangements; or that impair our ability to recover such assessments through future surcharges or other ratechanges

Increase our provision for federal income taxes due to changes in tax law

Increase our other expenses

Limit our ability to set fair, adequate and reasonablerates

Place us at a disadvantage in the marketplace

Restrict our ability to execute our business model, including the way we compensate agents

Adverse outcomes from litigation or administrativeproceedings

Events or actions, including unauthorized intentional circumvention of controls, that reduce the company’s future ability to maintain effective internal control over financial reporting under the Sarbanes-Oxley Act of2002

Unforeseen departure of certain executive officers or other key employees due to retirement, health or othercauses that could interrupt progress toward important strategic goals or diminish the effectiveness of certain longstanding relationships with insurance agents and others

Events, such as an epidemic, natural catastrophe or terrorism, that could hamper our ability to assemble our workforce at our headquarters location