AMENDED AND RESTATED
AGREEMENT OF JOINT FILING
AGREEMENT dated as of February 4, 2003 among Bankers Insurance Group,
Inc., Bankers Insurance Company, Bankers Security Insurance Company, Bonded
Builders Service Corp., Bankers Financial Corporation, Bankers International
Financial Corporation, Bankers International Financial Corporation, Ltd.,
Ansbacher (Cayman) Limited, as trustee for the Bankers International Financial
Corporation II Trust and Independent Foundation for the Pursuit of Charitable
Endeavors, Ltd.
WHEREAS, the parties to the Agreement of Joint Filing dated as of May
24, 2002 wish to amend and restate that agreement for the sole purpose of
adding Bonded Builders Service Corp., a Florida corporation and indirect,
wholly-owned subsidiary of Bankers Insurance Group, Inc. as a party;
WHEREAS, pursuant to paragraph (k) of Rule 13d-1 promulgated under
Subsection 13(d)(1) of the Securities Exchange Act of 1934, as amended (the
"1934 Act"), the parties hereto have decided to satisfy their filing
obligations under the 1934 Act by a single joint filing:
NOW, THEREFORE, the undersigned hereby agree as follows:
1. Amendment No. 6 to the Schedule 13D with respect to Insurance
Management Solutions Group, Inc., to which this Agreement is attached as
Exhibit 99.5, as well as all future amendments to such Schedule, shall be
filed jointly on behalf of Bankers Insurance Group, Inc., Bankers Insurance
Company, Bankers Security Insurance Company, Bonded Builders Service Corp.,
Bankers Financial Corporation, Bankers International Financial Corporation,
Bankers International Financial Corporation, Ltd., Ansbacher (Cayman) Limited,
as trustee for the Bankers International Financial Corporation II Trust and
Independent Foundation for the Pursuit of Charitable Endeavors, Ltd.
2. Each of Bankers Insurance Group, Inc., Bankers Insurance Company,
Bankers Security Insurance Company, Bonded Builders Service Corp., Bankers
Financial Corporation, Bankers International Financial Corporation, Bankers
International Financial Corporation, Ltd., Ansbacher (Cayman) Limited, as
trustee for the Bankers International Financial Corporation II Trust and
Independent Foundation for the Pursuit of Charitable Endeavors, Ltd. is
responsible for the completeness and accuracy of the information concerning
such person contained therein; provided that each person is not responsible
for the completeness or accuracy of the information concerning any other
person making such filing.
[Signature Page To Follow]
IN WITNESS WHEREOF, the undersigned hereunto set their hands as of
the date first above written.
BANKERS INSURANCE GROUP, INC.
By: /s/ Xxxxxx X. Xxxxxxx
------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Secretary
General Counsel
Vice President
BANKERS INSURANCE COMPANY
By: /s/ Xxxxxx X. Xxxxxxx
------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Secretary
General Counsel
Vice President
BANKERS SECURITY INSURANCE COMPANY
By: /s/ Xxxxxx X. Xxxxxxx
-------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Secretary
General Counsel
Vice President
BONDED BUILDERS SERVICE CORP.
By: /s/ Xxxxx X. Xxxxxxxxx
------------------------
Name: Xxxxx X. Xxxxxxxxx
Title: Director
Vice President
BANKERS FINANCIAL CORPORATION
By: /s/ Xxxxx X. Xxxxxx
------------------------
Name: Xxxxx X. Xxxxxx
Title: Director
Vice Chairman
President
BANKERS INTERNATIONAL FINANCIAL
CORPORATION
By: /s/ Xxxxx X. Xxxxxx
------------------------
Name: Xxxxx X. Xxxxxx
Title: Director
Vice Chairman
President
BANKERS INTERNATIONAL FINANCIAL
CORPORATION, LTD.
By: /s/ Xxxxx X. Xxxxxx
------------------------
Name: Xxxxx X. Xxxxxx
Title: Attorney-in-fact under
Power dated 5/16/02
ANSBACHER (CAYMAN) LIMITED, AS
TRUSTEE FOR THE BANKERS
INTERNATIONAL FINANCIAL
CORPORATION II TRUST
By: /s/ Xxxxx X. Xxxxxx
-------------------------
Name: Xxxxx X. Xxxxxx
Title: Attorney-in-fact under
Power dated 5/16/02
INDEPENDENT FOUNDATION FOR THE
PURSUIT OF CHARITABLE
ENDEAVORS, LTD.
By: /s/ Xxxxx X. Xxxxxx
--------------------------
Name: Xxxxx X. Xxxxxx
Title: Attorney-in-fact under
Power dated 2/10/99
