EX-99 3 bos260767.txt EX. 99.1 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/ Robert G. Southey ------------------------ Name: Robert G. Southey Title: Secretary General Counsel Vice President BANKERS INSURANCE COMPANY By: /s/ Robert G. Southey ------------------------ Name: Robert G. Southey Title: Secretary General Counsel Vice President BANKERS SECURITY INSURANCE COMPANY By: /s/ Robert G. Southey ------------------------- Name: Robert G. Southey Title: Secretary General Counsel Vice President BONDED BUILDERS SERVICE CORP. By: /s/ Edwin C. Hussemann ------------------------ Name: Edwin C. Hussemann Title: Director Vice President BANKERS FINANCIAL CORPORATION By: /s/ David K. Meehan ------------------------ Name: David K. Meehan Title: Director Vice Chairman President BANKERS INTERNATIONAL FINANCIAL CORPORATION By: /s/ David K. Meehan ------------------------ Name: David K. Meehan Title: Director Vice Chairman President BANKERS INTERNATIONAL FINANCIAL CORPORATION, LTD. By: /s/ David K. Meehan ------------------------ Name: David K. Meehan 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/ David K. Meehan ------------------------- Name: David K. Meehan Title: Attorney-in-fact under Power dated 5/16/02 INDEPENDENT FOUNDATION FOR THE PURSUIT OF CHARITABLE ENDEAVORS, LTD. By: /s/ David K. Meehan -------------------------- Name: David K. Meehan Title: Attorney-in-fact under Power dated 2/10/99