Terms and Conditions of Use ALL RIGHTS RESERVED. No part of the materials made available may be reproduced, stored in a retrieval system, or transmitted, in any form or by any means electronic, mechanical, photocopying, recording, or otherwise without prior written approval.

The precise coverage afforded by Trusted Resource Underwriters Exchange (“TRUE”) is subject to the terms and conditions of the TRUE policies as issued. These coverage summaries are provided for your convenience only and are not intended to replace or supersede the policy’s terms and conditions. Whether and to what extent a particular loss is covered depends on the facts and circumstances of the loss, and the terms and conditions of the policy as issued.

Terms & Conditions of Use

1. Except for information provided which is directly related the quotation or binding of insurance coverage, the materials made available, including materials in linked sites directly or indirectly accessible from here, are provided “AS IS” WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, TRUE DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NONINFRINGEMENT.

TRUE DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE MATERIALS WILL BE UNINTERRUPTED OR ERROR FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THIS SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. EXCEPT FOR INFORMATION PROVIDED WHICH IS DIRECTLY RELATED TO THE QUOTATION OR BINDING OF INSURANCE COVERAGE, TRUE DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE MATERIALS IN THIS SITE IN TERMS OF THEIR CORRECTNESS.

IN THE EVENT THAT YOU DOWNLOAD SOFTWARE OR OTHER THIRD PARTY INFORMATION FROM THIS SITE, TRUE IS NOT RESPONSIBLE FOR ITS ACCURACY OR, RELIABILITY. YOU (AND NOT TRUE) ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR, OR CORRECTION WHICH RESULTS FROM SAID DOWNLOADING. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.

2. The materials that can be accessed from linked sites are not maintained by us and we are not responsible for the contents thereof. Any reference to a linked site or any specific third party product or service by name does not constitute or imply its endorsement by us, and you assume all risk with respect to its use.
3. Except for information provided which is directly related to the quotation or binding of insurance coverage, we, our affiliates, agents, and suppliers, shall not be liable for any damages, including without limitation, direct, indirect, incidental, special, punitive, consequential, or other damages (including without limitation lost profits, lost revenues, or similar economic loss), weather in contract, tort, or otherwise, arising out of the use or inability to use materials available here or in any linked site, even if we are advised of the possibility thereof, nor for any claim by a third party.
4. This web site is for your use, and you agree to use this for lawful purposes only. You shall not copy, use, modify, transmit, distribute, reverse engineer, or in anyway exploit copyrighted or proprietary materials available from here, except as expressly permitted by the respective owner(s) thereof. Use of any software available for downloading is governed by the terms of the applicable license agreement accompanying or included with the software. All trademarks, service marks, and trade names are the marks of the respective owner(s), and any unauthorized use thereof is strictly prohibited.

5.You agree to defend, indemnify, and hold us and our affiliates harmless from and against any and all claims, losses, liabilities, damages and expenses (including attorney’s fees) arising out of your unlawful use.

6. TRUE explicitly disclaims any responsibility for the accuracy, content, or availability of information found on sites that link to or from TRUEins.com or sites that are owned by TRUE from third parties not associated with TRUE. TRUE cannot be held responsible for the accuracy, copyright compliance, legality, or decency of material contained in third-party sites, and you hereby irrevocably waive any claim against us with respect to such sites.

7.The terms of use shall be governed in accordance with the laws of the State of Delaware, U.S.A., excluding its conflict of law provisions. We reserve the right to add, delete, or modify any or all terms of use at any time with or without notice.

The TRUE web site may contain other proprietary notices and copyright information, which should be observed. TRUE trademarks including, but not limited to:

• True Property Insurance

Notice and Procedure for making claims of copyright infringement:
Pursuant to Title 17, United States Code, Section 512(c)(2), notifications of claimed copyright infringement should be sent to Service Provider’s Designated Agent. Written notification must be submitted to the following Designated Agent:

Trusted Resource Underwriters Exchange

Attn: Legal

PO Box 5325

Binghamton NY 13902-5325

 

To be effective, the Notification must include the following:

1. A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
2. Identification of the copyrighted work claimed to have been infringed, or if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
3. Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit the service provider to locate the material;
4. Information reasonably sufficient to permit the service provider to contact the Complaining Party, such as an address, telephone number, and if available, an electronic mail address at which the complaining party may be contacted;
5. A statement that the Complaining Party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law;
6. A statement that the information in the notification is accurate, and under penalty of perjury, that the Complaining Party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Acceptance Of These Terms
By using this site, you signify your consent to TRUE’s on-line Terms and Condition of Use. If you do not agree to these policies, please do not use this site. We reserve the right, at our discretion, to update, change, modify, add, or remove portions of this policy from time to time. Your continued use of this site and others that may be owned by TRUE following the posting of changes to these terms will mean you accept those changes. Any changes to this policy will be promptly disclosed in this area.

TRUE Claims Texting Terms and Conditions
Additional terms and conditions may apply.

 

Last Modified On:  November 5, 2022

Enrolling in Electronic Claims Communication means that you voluntarily consent to allowing Trusted Resource Underwriters Exchange (“TRUE”) to electronically deliver claims documents to you via email and have not withdrawn consent. You are responsible for accessing and reading the documents received as the electronic documents have the same legal effect as if printed. You can withdraw your consent at any time or request a mailed copy of a particular document, or documents, free of charge, by contacting our claims department at 833-414-TRUE.  If you withdraw your consent, there shall be no fee imposed as a condition or consequence of such withdrawal.  These Terms and Conditions are applicable specifically to claims correspondence and documents.  By confirming consent electronically, this is confirmation that demonstrates you can access information in the electronic form that will be used for notices or documents delivered by electronic means.

Your documents will be electronically delivered to the email address you provide. It is your responsibility to notify us of any changes to your email address. You will need a computer, tablet or mobile phone capable of accessing your email to receive these documents. You will be able to view, print, or save the documents in Adobe Portable Document format (.pdf). If you do not have a program to view the documents in Abode .pdf format, you can download Adobe Acrobat Reader free of charge at www.adobe.com. If you have trouble accessing your documents, please notify us of the problem at 833-414-TRUE.  Note, upon a change in hardware or software necessary to access the documents provided electronically, we will provide notice of such revision and you can withdraw your consent without condition or consequence.

If an email sent to you is returned as undeliverable, you will be disenrolled and will resume receiving your claims documents by mail. It is your responsibility to update any changes to your email address with TRUE.  TRUE is not responsible for an inactive or out-of-date email address you provide to us. You may change your email address and if necessary, re-enroll for email communication by contacting us at 833-414-TRUE.  TRUE may amend the terms of this agreement at any time by providing notice of the amended Terms & Conditions to you. If you do not agree with the amended terms, you may withdraw your consent from email communication.

By enrolling in this program, you acknowledge that you have read, understand, and agree to these Terms & Conditions and consent to receive claims documents in electronic format. This agreement is effective immediately when TRUE receives consent to these Terms and Conditions.  Any such withdrawal from these Terms and Conditions shall take effect immediately.

 

Last Modified On:  October 20, 2020

This Internet Privacy Policy applies to Trusted Resource Underwriters Exchange.

Your Rights

Use of Consumer Reports

We use information from consumer reporting agencies such as your credit, claims, and insurance history. This helps us to fairly determine eligibility for our programs and ensure accurate rates for all policies.

Insurance Claims History

We obtain information about insurance claims history from LexisNexis C.L.U.E. (Comprehensive Loss Underwriting Exchange). For information or to dispute any report regarding your insurance claims history, contact LexisNexis at 866-312-8076.  Additional information is available at http://consumer.risk.lexisnexis.com.

Insurance Credit Score

All states (excluding California and Maryland)
We obtain information from LexisNexis to determine your insurance credit score.  LexisNexis is a reseller for Experian and Equifax; LexisNexis does not have access to the consumer’s actual credit file and is unable to change any data contained therein.  However, once a copy of the credit report is obtained by the consumer, the consumer should contact the LexisNexis Consumer Center to question or dispute any information contained in the credit file.  LexisNexis will file a dispute with the credit bureau on behalf of the consumer.  The LexisNexis Consumer Center may be contacted by phone at 1-800-456-6004 or via mail at:

LexisNexis Risk Solutions Consumer Center
P.O. Box 105108
Atlanta, GA 30348-5108

Additional information is available at http://consumer.risk.lexisnexis.com

Extraordinary circumstances (FL) – Applicable to Homeowners policies only:

If your credit information has been adversely impacted by an extraordinary life circumstance that has occurred within the last 3 years, you may request in writing that we consider this when using your credit information. These extraordinary life circumstances include:

• Catastrophic event, as declared by the federal or any state government or the Commissioner of Insurance
• Serious or catastrophic illness or injury to the consumer or the consumer’s immediate family
• Death of a spouse, child or parent of the consumer
• Divorce or dissolution of marriage
• Identity theft
• Involuntary interruption of legally owed alimony or support payments
• Temporary loss of employment for a period of three or more consecutive months
• Military deployment overseas

If you believe any of these apply to you and has impacted your credit, you may request in writing that this be taken into consideration. We will require you to provide specific documentation of this circumstance and demonstrate how it has negatively affected your credit. The request must be made no more than 60 days from the date of the application for insurance or the policy renewal. Please submit your written request and all supporting documentation to Trusted Resource Underwriters Exchange, ATTN: Underwriting Department, PO Box 5325, Binghamton, NY 13902-5325.

Information We Collect from Third Parties

We collect information from affiliated and nonaffiliated third parties, including but not necessarily limited to insurance support organizations and consumer reporting agencies. It may include information about a home, property or homeowner from third party sources or public information. The information may be used to make underwriting and/or business decisions based on the data collected.

Use of Personal Information

We use information from many sources to fairly determine eligibility for our programs and ensure accurate rates for all policies. How we may collect, use and disclose this information is regulated by law. Following is a description of the kinds of information we may collect, how we may collect it, and what is done with the information once it has been collected. We also describe how you can find out what information we have about you in our records or files, and how you can correct inaccurate information. We follow these practices with your information whether you are a policyholder, claimant, former policyholder, or just an inquiring customer.

What kind of information do we collect about you?

We collect some information from you when you call us, complete an application, make a policy change or report a claim. This information includes identifying information such as name, address, date of birth, and social security number, as well as information regarding your home, business, and/or claims history.

We may also obtain information such as credit reports, claims history, and investigative reports from other sources including an inspection of your property. The information we obtain about you may come from other insurance companies, insurance support organizations, credit bureaus, property data collection services, or other sources.

What do we do with the information collected about you?

We may, as permitted by law, disclose your identifying information in our records or files such as name, address, type of house, and claims history. Without your prior permission, we may disclose this information to certain persons or organizations including:

• Other insurance institutions, financial institutions, agents, or insurance support organizations.
• Persons who perform a business, professional, or insurance function for us.
• Businesses that conduct actuarial or research studies.
• Insurance regulatory authorities.
• Law enforcement or other governmental authorities.
• Our affiliated companies who assist our insurance business activities.

Your information may be provided to others in the following circumstances, as permitted by law, for them to:

• Perform a business, professional, or insurance function for us.
• Provide information to us in order to
  1. Determine your eligibility for an insurance benefit or payment, or
  2. Detect or prevent criminal activity, fraud, material misrepresentation or material nondisclosure in connection with an insurance transaction
• Perform a function in connection with an insurance transaction involving you.
• Conduct an audit of our operations or services.
• Conduct a joint marketing program with us pursuant to a joint marketing agreement.

The information we obtain about you from a report prepared by an insurance support organization may be retained by the insurance support organization and disclosed to other sources.

How confidential and secure is the information we have about you?

We protect the confidentiality of the information that we have about you by restricting access to those employees who need to know that information to provide our products and services to you. We maintain physical electronic and procedural safeguards that comply with federal and state regulations to guard your information.

How can you find out what information we have about you?

You have the right to know what information we have about you in our insurance records or files. To obtain this information, provide to us in writing an identification of yourself and a reasonable explanation of the information you desire. If the information can be reasonably located and obtained, we will inform you of its nature and substance within 30 business days from the day we receive the request. You may personally see and obtain the information, or if you prefer, we will mail the information to you. We will also inform you who has received the information within the last 2 years, or, if not recorded, to whom such information is normally disclosed.

What can you do if you disagree with the information we have about you?

You have the right to make a written request that we correct, delete, or change any recorded information we have about you in our records or files. Send all written requests to:

Trusted Resource Underwriters Exchange

ATTN: Consumer Information
P.O. Box 5325
Binghamton, NY 13902-5325

If we agree to comply with your request, we will notify you within 30 business days of receiving your request. We will then furnish the amended information to any person you designate, who may have received the information within the past 2 years, as well as to any person or organization who either supplied us with the information or to whom we disclosed it.

If we are unable to comply with your request, we will notify you within 30 business days of receiving your written request with the reasons for our decision. If you disagree with the reasons for our decision, you have the right to file a concise statement of what you think is correct, relevant or fair information. Your statement will be filed with the disputed information and will be furnished to any person, insurance institution, agent or insurance support organization who either supplied us with information or to whom we disclosed it. Your statement will also be furnished to anyone reviewing the disputed information.

Your California Privacy Rights

Effective January 1, 2020, the California Consumer Privacy Act grants California residents (consumers) various rights with respect to personal information relating to that consumer that is held by a business. These rights include:

• The right to request the deletion of personal information about the consumer that has been collected from the consumer.
• The right to request a company’s disclosures about the collection of personal information.
• The right to request that a business that collects personal information disclose the following to a consumer:
  • The categories of personal information that is has collected about the customer;
  • The categories of sources from which the personal information is collected;
  • The business or commercial purpose for collecting or selling personal information;
  • The categories of third parties with whom the business shares personal information; and
  • The specific pieces of personal information it has collected about the consumer.
• The right not to face discrimination for exercising any rights under the California Consumer Privacy Act
• The right to opt out of the sale of personal information.
• The right to opt-in to the sale of personal information for consumers under 16 years of age.

California consumers may submit a request for disclosure or deletion of personal information  by calling us at 772-237-8824. You will be required to verify your identity and status as a California resident. Upon verification, we will process your request within 45 days.

Categories of Personal Information that we may have collected in the preceding 12 months, as of January 1, 2020:

• Identifying Information – name, address, date of birth, email address, phone numbers, bank account number, credit/debit card number
• Consumer report information, including claims history
• Names of family members or other residents of your household
• Information you provide about your dwelling as part of an application for insurance
• Information that you may have provided during the resolution of an insurance claim

We do not “sell” the personal information of our applicants, insureds, employees, or other individuals whose personal information we have obtained. We do disclose personal information to third parties and service providers, including:

• Other insurance institutions, financial institutions, agents, or insurance support organizations.
• Persons who perform a business, professional, or insurance function for us.
• Businesses that conduct actuarial or research studies.
• Insurance regulatory authorities.
• Law enforcement or other governmental authorities.
• Our affiliated companies who assist our insurance business activities.

California Civil Code Section §1798.83 permits our website users who are California residents to request certain information regarding our disclosure of personal information to third parties. To make such a request, please write us at Trusted Resource Underwriters Exchange, ATTN: Consumer Information, P.O. Box 5325, Binghamton, NY 13902-5325.

Notification of Changes

We reserve the right to change this Privacy Policy from time to time, and such changes will be effective immediately upon posting to this web site. Your continued use of this web site after we make changes is deemed to be acceptance of those changes, so please check the policy periodically for updates. The date the Privacy Policy was last revised is identified at the bottom of the document. Under certain circumstances, we may also elect to notify you of changes or updates to our Privacy Policy, or to request your consent for such changes, by additional means, such as posting a notice on the front of our web site and sending you an email.

Non TRUE Web Sites

We are not responsible for the privacy practices or the content of any other websites on the internet that may be linked to our website. Please note that when you click on links to websites outside of www.trueins.com, you are transferred to another website that may not be under our control. We encourage you to read the privacy statements of these linked sites as their privacy policy may differ from ours.

Web Cookie Policy

We may place an electronic “cookie” in the browser files of a guest’s computer. Cookies are pieces of information that a web site transfers to your browser, which can then be stored on an individual’s computer hard drive for record-keeping purposes or to provide you with tailored information. Cookies do not enable us to access any personal information about our visitors. Cookies allow us to analyze how visitors use our site. This helps us better understand which areas of our site are most useful, so we can plan improvements and updates accordingly.

We do not use cookies to retrieve information from a visitor’s computer that was not originally sent in a cookie. We will never save passwords, credit card or other sensitive information in cookies. You may set your browser to notify you when you receive a cookie, giving you the opportunity to decide whether or not to accept it. For more information on cookies and their use, please refer to the online Help available through your browser.

Fraud Warning

Any person who, with intent to defraud or knowing that he is facilitating a fraud against an insurer, submits an application or files a claim containing a false or deceptive statement is guilty of insurance fraud.

Florida Only

Any person who knowingly and with intent to injure, defraud, or deceive any insurer files a statement of claim or an application containing any false, incomplete, or misleading information is guilty of a felony of the third degree.

Flood Coverage Disclosure Notice

All homeowner insurance policyholders are cautioned that:

Your policy excludes coverage for damage caused by flooding of all types. This exclusion may exclude any and all damages resulting from storm surge from a hurricane, surface water, flash floods, waves, tidal water, tidal waves, wind driven rain or water, or any other overflow of water, and spray from any of these events. For further details, please see the language of your policy. The language of your policy will control the obligations of the parties.

You are further advised that to be covered for such a loss, you will have to obtain a separate flood insurance policy by applying to the National Flood Insurance Program (NFIP). Your need for flood coverage can be confirmed with the NFIP or your mortgage lender. If available in your location, the NFIP can provide both structure and contents coverage. A claim under a flood insurance policy may be adjusted and paid on a different basis than a claim under a homeowners policy.

You can contact the National Flood Insurance Program for information at:

National Flood Insurance Program
P.O. Box 619
Lanham, MD 20706

https://www.floodsmart.gov

Statement of Additional Optional Coverages
Not included in the Standard Homeowners Insurance Policy

Your standard homeowners insurance policy does not cover all risks. You may need to obtain additional insurance to cover loss or damage to your home, property, and the contents of your home to cover the risks related to business or personal activities on your property. We offer the following additional coverages that you may choose to purchase. We urge you to review optional endorsements and credits with your agent.

Extended Replacement Cost on Dwelling This endorsement can be used to increase Coverage A (dwelling) by either 25% or 50% to better accommodate a customer’s needs.

Earthquake This covers against a direct physical loss caused by an earthquake or earth movement. You may add this additional coverage for an additional premium. It is subject to a percentage of Coverage A deductible.

Increase Deductibles By increasing the deductible, the policyholder may lower the cost of annual insurance premium. For instance increasing a $500 deductible to a $1000, 1% or 2% may decrease the annual premium significantly.

Increase Limits on Other Structures Provides additional limits for Coverage B if needed. Only structures on the insured premises apply. You may increase up to double the original Coverage B amount.

Water Back up and Sump Overflow Provides coverage for direct physical loss due to water backing up through sewers or drains and water which overflows from a sump. This is not a flood coverage, which requires a separate policy.

Replacement Cost on Personal Property This endorsement protects the customer from receiving the depreciated value for their personal property. Instead contents will be replaced with new items of like kind and quality.

Increased Limits on Personal Property This endorsement offers the insured the ability to increase certain personal property coverages from the standard homeowners limit. For instance, the basic homeowners policy insures jewelry for up to $1000 for the named perils; a customer may choose to increase that coverage to $5000.

Increased Limits on Business Property For additional premium, this endorsement may increase the coverage for “business” property on the “residence premises”.

Scheduled Personal Property For additional premium, we offer open perils coverage for items such as jewelry, furs, cameras, musical instruments, silverware, fine arts and golfer’s equipment. Not subject to a deductible, these items would be covered for the appraised value.

Special Computer Coverage For additional premium, this would broaden the coverage for your computer due to direct physical loss. For example, if the policyholder drops a glass of water on the computer, this would be covered. This endorsement is subject to the policy deductible.

Identity Theft This endorsement covers up to $15,000 for expenses incurred by the insured as a direct result from identity theft. The deductible would only be $250.

Loss Assessment Coverage Specially designed for condominium owners, this coverage provides protection for assessments made by the condominium association resulting from loss to the property. The policyholder can choose the limit of coverage they wish up to $25,000 if the loss is caused by an insured peril.

Watercraft This endorsement extends the limit of liability on your homeowners policy to your watercraft. This does not cover for the physical loss of the watercraft.

Personal Injury With this endorsement, you can extend the limit of liability on your homeowners policy to cover you against libel, slander, and invasion of privacy.

Home Day Care Coverage Registered family day care providers can purchase liability coverage in the amount of at least $300,000 to protect you against claims of bodily injury, property damage, or personal injury arising out of your activities as a day care provider.

***Additional endorsements and credits are subject to availability and qualification.

Last Modified On:  October 20, 2020

AMENDED AND RESTATED ATTORNEY-IN-FACT AGREEMENT

This Amended and Restated Attorney-in-Fact Agreement (this “Agreement”) is made

effective as of January 1, 2024, between Trusted Resource Underwriters Exchange, a Florida

reciprocal insurer (the “Reciprocal”), and Trusted Resource Underwriters, LLC, a Delaware

limited liability company (“TRU”). TRU’s offices will be the same as the Reciprocal’s principal

office located at One North Clematis Street, Suite 510, West Palm Beach, FL 33401but may be

changed with prior notice to the Reciprocal’s subscribers (each, a “Subscriber” and collectively,

the “Subscribers”) and in compliance with the requirements of the laws of the State of Florida.

Such notice may be delivered electronically or by U.S. mail to each Subscriber’s last known

address on the records of the Reciprocal or may be posted on a website maintained by the

Reciprocal and shall be effective when so sent or posted. The Reciprocal and TRU may each be

referred to individually herein as a “Party” or collectively as the “Parties.”

WITNESSETH:

WHEREAS, as part of the applications for insurance by Subscribers, all Subscribers will

execute an agreement (the “Subscriber’s Agreement”) that, among other things, appoints TRU

to act as the Reciprocal’s attorney-in-fact (the “Attorney-in-Fact”) with the authority to exchange

reciprocal insurance contracts among the Subscribers and to manage and conduct the business of

the Reciprocal; and

WHEREAS, the Reciprocal and TRU desire to set forth the terms and conditions upon

which TRU will accept its appointment as Attorney-in-Fact for the Subscribers to exchange their

reciprocal insurance contracts and to manage and conduct the business of the Reciprocal;

NOW, THEREFORE, in consideration of the mutual covenants and consideration herein

contained and intending to be legally bound hereby, the Reciprocal and TRU agree as follows:

1. Acceptance of Appointment as Attorney-In-Fact. TRU hereby accepts its

appointment as Attorney-in-Fact pursuant to the Subscriber’s Agreement to be executed by each

Subscriber and agrees, as Attorney-in-Fact, to exchange reciprocal insurance contracts among the

Subscribers as set forth in the Subscriber’s Agreement.

2. Management Services. TRU will, directly or indirectly through its affiliates or

third-party service providers, provide or arrange for the provision of all necessary and appropriate

management services to the Reciprocal in return for the Reciprocal’s payment of fees and payment

or reimbursement of expenses as provided herein. Such management services include, without

limitation, the following functions on behalf of the Reciprocal:

(a) The administration and management of the day-to-day insurance business of the

Reciprocal, including, without limitation, the provision of, or arrangement for the provision of, all

personnel and services for underwriting, financial, legal and information technology functions and

the provision of all senior management;

(b) and policies;The solicitation, receipt and acceptance or rejection of applications for insurance

and the determination of the acceptability of the risks involved, and the issuance of quotes, binders

and policies;

(c) Subscribers;

The exchange of any and all kinds of reciprocal insurance contracts with

(d) The arrangement for the provision of marketing services, and engaging and

oversight of producers to accept or reject applications for insurance and the determination of the

acceptability of the risks involved, and the payment to producers of fees and commissions for

insurance coverages placed with the Reciprocal, at the expense of the Reciprocal;

(e) Oversight of producers with respect to underwriting, classification and rating of

policies, endorsements and binders of insurance for the Reciprocal;

(f) The establishment and maintenance of complete and accurate records of reciprocal

insurance contracts exchanged by TRU on behalf of the Reciprocal;

(g) The collection, receipt, maintenance and accounting for all funds received as

payments of insurance premiums, contributions to surplus and other receipts; the timely deposit of

all such funds in a Federal Reserve System member bank or banks in the name of the Reciprocal;

and the borrowing of money on behalf of the Reciprocal;

(h) The establishment and monitoring of loss, loss adjustment expense, unearned

premium and other reserves in accordance with sound actuarial practices and procedures;

(i) The establishment and maintenance of all financial and business records required

by applicable laws and regulations and generally accepted insurance and accounting practices, and

the preparation of all reports required by governmental and nongovernmental regulatory and

supervisory authorities and rating agencies;

(j) The placement of reinsurance, the payment of premiums and broker fees therefor,

the engagement of reinsurance intermediaries, all at the expense of the Reciprocal, the maintenance

of all necessary records in connection with such reinsurance and the taking of all actions or the

making of any claims required or permitted by such reinsurance;

(k) The commencement and defense of legal and administrative proceedings brought

by or against the Reciprocal (including acceptance of service of process), other than as set forth

under Section 2(s), entering legal appearances on behalf of the Reciprocal and the compromise,

adjustment, prosecution, litigation, defense, settlement and appeal of such proceedings;

(l) The investment of assets in accordance with applicable legal requirements, and the

retention of investment advisors, financial advisors, actuaries, consultants and other service

providers as may be necessary and appropriate, at the expense of the Reciprocal;

(m) The oversight of the appointment, supervision and termination of agents, brokers

and personnel by producers;

(n) The monitoring of legal affairs, including, without limitation, compliance with

applicable legal requirements and the making of required filings with the Florida Office of

Insurance Regulation (“FLOIR”) and all other governmental authorities having jurisdiction over

the Reciprocal;

(o) The preparation of mailings, advertisements, newsletters and other promotions and

general marketing materials for and on behalf of the Reciprocal;

(p) The development and maintenance of all systems and procedures necessary to

comply with any insurer anti-fraud requirements of the State of Florida and any other jurisdiction

in which the Reciprocal is authorized to conduct business;

(q) The administration of Subscriber accounts, including their respective Subscriber

Savings Accounts, if applicable, and allocations thereto and distributions therefrom;

(r) Administering payments of principal and interest on surplus notes issued by the

Reciprocal, at the expense of the Reciprocal, subject to all required approvals including approval

of the FLOIR; and

(s) The taking of all such other actions as TRU determines to be necessary, advisable

or proper in order for TRU to discharge its responsibilities and duties under this Agreement.

It is understood that all such management services shall be performed in accordance with such

policies, procedures and standards as may be established from time to time by TRU as the

Attorney-in-Fact, as well as in accordance with sound insurance and actuarial practices and

procedures and any applicable laws.

3. Management Fees. As compensation for the management services to be performed

by TRU as Attorney-in-Fact on behalf of the Reciprocal set forth in Section 2, the Reciprocal

agrees that TRU is entitled to retain 17% of quarterly gross written premiums of the Reciprocal in

respect of underwriting services described in Sections 2(a)-(q) and 2(r)-(s).

The percentage set forth with respect to TRU’s compensation may be adjusted at any time as

agreed to by TRU and the Reciprocal, subject to the written approval of the FLOIR; provided, that

the aggregate amount of such fees shall in no event exceed 20% of quarterly gross written

premiums. Any changes to the percentage will be disclosed, in advance, to the Subscriber.

4. Payment of Expenses of the Reciprocal. Without duplication of the fees payable

to TRU pursuant to Section 3, TRU, on behalf of the Reciprocal, is authorized to utilize the funds

of the Reciprocal, or utilize its own funds and be reimbursed by the Reciprocal, to pay the expenses

of the Reciprocal, including, without limitation, losses, investment expenses, legal expenses,

reinsurance premiums and costs, commissions to agents and brokers, reinsurance brokerage costs,

court costs, taxes, assessments, license fees, membership fees, governmental fines and penalties,

the establishment and maintenance of loss, loss adjustment expense, unearned premium and other

reserves and surplus, audit fees, guaranty fund assessments, costs and expenses of third-party

service providers retained pursuant to Section 2(l), costs and expenses associated with the

preparation of mailings, advertisements, newsletters and other promotions and general marketing

materials pursuant to Sections 2(o), all allocated loss adjustment expenses with respect to claims

(including, for the avoidance of doubt, fees and costs associated with any legal or administrative

proceeding) and all other costs necessary for the proper and efficient operation of the Reciprocal,

including fees related to the structuring, establishment and formation of the Reciprocal.

Additionally, TRU will procure, at the expense of the Reciprocal, directors and officers liability

insurance coverages for TRU and the members of the Subscribers’ Advisory Committee (the

“SAC”) established for the Reciprocal to perform the duties and powers set forth in the

Subscribers’ Advisory Committee Charter adopted by the Subscribers through the Subscriber’s

Agreement and created pursuant to applicable law.

5. Records; Right to Audit. TRU will maintain records for the express purpose of

recording the nature and details of the management services and transactions undertaken for the

Reciprocal pursuant to this Agreement. All books and records maintained by TRU pertaining to

the management services performed by TRU as Attorney-in-Fact for the Subscribers pursuant to

this Agreement are owned by the Reciprocal. Such books and records will be maintained by TRU

in a fiduciary capacity for the Reciprocal. The Reciprocal, and any regulatory authority having

jurisdiction over the Reciprocal, will have the right to examine and audit, at the offices of TRU, at

all reasonable times, all books and records of the Reciprocal to the extent they pertain to the

management services performed by TRU as Attorney-in-Fact for the Subscribers pursuant to this

Agreement. Such right of examination and audit will survive the termination of this Agreement

and will remain in effect for as long as either the Reciprocal or TRU has any rights or obligations

under this Agreement.

6. Term and Termination. This Agreement shall continue until terminated as set

forth below:

(a) Mutual Termination. This Agreement may be terminated at any time by the mutual

agreement of the SAC, on behalf of the Reciprocal, and TRU in writing.

(b) Termination by Reciprocal. The Reciprocal, through the SAC, may terminate this

Agreement by written notice to TRU at any time if (i) the FLOIR or a court of competent

jurisdiction has determined by a final order that an event has occurred that constitutes a material

breach of this Agreement or that would allow the FLOIR to (x) suspend or revoke the Certificate

of Authority of the Reciprocal or (y) place the Reciprocal in rehabilitation or other receivership

(any such event, an “SAC Termination Event”) and (ii) such SAC Termination Event has not

been cured within 180 calendar days following receipt by TRU of written notice of such SAC

Termination Event from the SAC or the FLOIR.

(c) Termination by TRU. This Agreement may be terminated by the TRU by written

notice to the Reciprocal upon (i) the occurrence of a material breach of this Agreement by the

Reciprocal that remains uncured for a period of 180 calendar days or (ii) the revocation of the

Reciprocal’s Certificate of Authority by the FLOIR.

7. Dispute Resolution and Arbitration.

(a) The Parties (including the SAC on behalf of the Reciprocal) and their

representatives shall attempt in good faith to settle amicably by negotiation any and all disputes,

controversies, conflicts and claims between the Parties arising out of or relating to or in connection

with this Agreement or any transactions contemplated hereby, the performance, non-performance

or timely performance of the obligations set forth herein or asserted breach hereof (including any

questions regarding the existence, validity, interpretation, enforceability or termination of this

Agreement as well as any tort claims arising out of or related to this Agreement or the performance

hereof) (each such claim, a “Dispute”).

(b) Any Dispute that remains unresolved after sixty (60) calendar days from the date

of a Party’s notice of dispute from (or on behalf of) the other Party (“Dispute Notice”) shall, upon

the election of either Party, be determined by arbitration administered by JAMS in accordance

with the “Comprehensive Rules and Arbitration Procedures” (or any successor thereto) of JAMS,

as in effect on the date of receipt of the Dispute Notice. For purposes of this Section 8, the SAC

shall be entitled to deliver a Dispute Notice on behalf of the Reciprocal.

(c) The seat of such arbitration shall be Wilmington, Delaware. The number of

arbitrators shall be three (3). The language of such arbitration shall be English. The award issued

by the arbitrator(s) in such arbitration with respect to the Dispute shall be final and binding, and

the Parties (including the SAC on behalf of the Reciprocal) agree to abide by any such decision.

Arbitration expenses shall be paid by the relevant Party as determined by the arbitral tribunal.

Judgment upon the award rendered by the arbitrator(s) may be entered in any court having

jurisdiction thereof. If a Party needs to enforce an arbitral award by legal action of any kind, the

Party against which such legal action is taken shall pay all reasonable costs and expenses and

attorneys’ fees, including any cost of additional litigation or arbitration incurred by the Party

seeking to enforce the award.

(d) Notwithstanding any Dispute arising under this Agreement, the Reciprocal shall

continue to fulfill all obligations under the insurance policies issued to Subscribers and TRU, as

Attorney-in-Fact for the Subscribers, shall continue to fulfill its obligations under this Agreement

related to the administration of such insurance policies.

8. Indemnification by the Reciprocal.

(a) The Reciprocal will indemnify, defend and hold harmless TRU and each member,

manager, officer, director, employee and agent thereof (each, an “Indemnified Party”), from and

against all claims, losses, damages, liabilities and expenses including, without limitation,

settlement costs and any reasonable legal fees and expenses or other expenses for investigating

and defending any actions or threatened actions incurred by an Indemnified Party as a result of

any threatened, pending or completed action, suit or proceeding, whether civil, criminal,

administrative or investigative, including an action by or in the right of the Reciprocal or by or in

the right of a third party, relating to or arising out of the management services provided by TRU

hereunder, except to the extent the act or failure to act giving rise to the claim for indemnification

is determined by a court of competent jurisdiction to have constituted the willful misconduct or

recklessness of the Indemnified Party.

(b) The Reciprocal will pay expenses incurred by an Indemnified Party in defending

any action or proceeding referred to in this Section 9 in advance of the final disposition as they are

incurred in such action or proceeding upon receipt of an undertaking by or on behalf of such

Indemnified Party to repay such amount if it shall ultimately be determined that such Indemnified

Party is not entitled to be indemnified by the Reciprocal.

(c) The right to indemnification and the right to advancement of expenses provided in

this Section 8 shall be enforceable by any Indemnified Person in any court of competent

jurisdiction. Expenses reasonably incurred by such person in connection with successfully

establishing the right to indemnification or advancement of expenses, in whole or in party, shall

also be indemnified by the Reciprocal.

9. Notices. All notices, requests, demands, claims, and other communications

between the Parties concerning the content and purpose of this Agreement shall be sent in writing

by personal delivery or by mail, registered or certified, postage pre-paid. Notices shall be addressed

to the Parties as follows, or to such other addresses as may be specified by a Party from time to

time by like written notice to the other Party:

If to the Reciprocal, to the SAC:

Trusted Resource Underwriters

Exchange Subscribers’ Advisory

Committee

One North Clematis Street, Suite 5

West Palm Beach, FL 33401

Attention: Kenneth Levine, Esq.

If to TRU:

Trusted Resource Underwriters,

LLC 360 Central Ave, Suite 800

St. Petersburg, FL 33701

Attention: Anthony M. Scavongelli

Notices delivered personally shall be deemed communicated as of actual receipt; and mailed

notices shall be deemed communicated as of three (3) business days after mailing.

10. Miscellaneous.

(a) Management Services. TRU is authorized, at its expense (except as otherwise set

forth herein), to contract with others for the performance of the management services it has agreed

to provide to the Reciprocal under this Agreement; provided, however, that TRU will remain

responsible to the Reciprocal for the proper and timely performance of all management services

set forth in this Agreement.

(b) Amendments. This Agreement may be amended at any time by an instrument in

writing executed by the Parties with the prior written approval of the FLOIR.

(c) Complete Agreement. This Agreement constitutes the complete agreement between

the Parties regarding the subject matter hereof and supersedes all prior understandings, statements

and agreements with respect to the subject matter hereof.

(d) Counterparts. This Agreement may be executed in any number of separate

counterparts, each of which shall collectively and separately constitute one agreement. Delivery

of such an executed counterpart electronically (including by email or facsimile) shall be an

original, with the same effect as delivery of such an executed counterpart in person.

(e) Successors and Assigns; Third Party Beneficiaries. This Agreement shall be

binding on and shall inure to the benefit of the Parties and their respective successors and permitted

assigns. The terms and provisions of this Agreement are for the purpose of defining the relative

rights and obligations of the Parties with respect to the transactions contemplated hereby and no

person other than an Indemnified Person shall be a third party beneficiary of any of the terms and

provisions of this Agreement.

(f) Headings. The descriptive headings contained in this Agreement are and shall be

without substantive meaning or content of any kind whatsoever and are not a part of the agreement

between the Parties.

(g) Severability. Wherever possible, each provision of this Agreement shall be

interpreted in such a manner as to be effective and valid under applicable law, but if any provision

of this Agreement shall be prohibited by or be invalid under applicable law, such provision shall

be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of

such provision or the remaining provisions of this Agreement. Upon such determination that any

term or other provision is invalid, illegal or unenforceable, the Parties shall negotiate in good faith

to modify this Agreement so as to effect the original intent of the Parties as closely as possible in

a mutually acceptable manner in order that the transactions contemplated hereby shall be

consummated as originally contemplated to the greatest extent possible.

(h) No Waiver. The failure of either Party, at any time or times, to require strict

performance by the other Party of any provision of this Agreement shall not waive, affect or

diminish any right of such Party thereafter to demand strict compliance and performance herewith.

Any suspension or waiver of any provision of this Agreement shall not suspend, waive or affect

any other provision of this Agreement whether the same is prior or subsequent thereto. None of

the undertakings, agreements and covenants of any Party contained in or contemplated by any

other provision of this Agreement shall be deemed to have been suspended or waived by any other

Party hereto, unless such waiver or suspension is in writing and signed by each Party.

11. GOVERNING LAW. IN ALL RESPECTS, INCLUDING ALL MATTERS OF

CONSTRUCTION, VALIDITY AND PERFORMANCE, THIS AGREEMENT SHALL BE

GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE

SUBSTANTIVE LAWS OF THE STATE OF FLORIDA, WITHOUT GIVING EFFECT TO

THE PRINCIPLES OF THE CONFLICT OF LAWS OR THE RULES THEREOF THAT MIGHT

REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.

IN WITNESS WHEREOF, the Parties gave executed this Amended and Restated

Attorney-in-Fact Agreement on the day and year first above written by the undersigned thereunto

duly authorized.

By:

Name: Anthony M. Scavongelli

Trusted Resource Underwriters LLC

Its: Chief Executive Officer

By:

Name: Susan G. Anderson 

Trusted Resource Underwriters Exchange

General Counsel of Trusted Resource

Underwriters, LLC, attorney in fact of

Trusted Resource Underwriters Exchange

SECOND AMENDED AND RESTATED

SUBSCRIBERS’ ADVISORY COMMITTEE CHARTER

The Subscribers’ Advisory Committee (the “SAC”) of Trusted Resource Underwriters Exchange

(“Reciprocal”), a Florida reciprocal insurer, is a committee established to serve on behalf of the

subscribers of the Reciprocal (“Subscribers”) as the contractual counterparty to Trusted Resource

Underwriters, LLC (“TRU”), the attorney-in-fact for the Reciprocal, on matters of interest to the

Subscribers, and pursuant to section 629.201, Florida Statutes. This amended and restated charter

of the SAC (this “Charter”) sets forth the terms and conditions upon which the SAC shall operate.

1. Powers of the SAC. The SAC shall be authorized to:

(a) Supervise the finances of the Reciprocal by reviewing the Reciprocal’s financial

reports and other financial information provided by or on behalf of the Reciprocal to the Florida

Office of Insurance Regulation (“FLOIR”);

(b) Supervise the Reciprocal’s operations to the extent necessary to assure conformity

with the Reciprocal’s Amended and Restated Subscriber’s Agreement and Power of Attorney (the

“Subscriber’s Agreement”);

(c) Procure the audit of the accounts and records of the Reciprocal and of TRU at the

expense of the Reciprocal;

(d) Adopt certain governance, election, voting or other rules, as the SAC determines,

to accomplish the foregoing purposes provided that such rules are consistent with the Subscriber’s

Agreement, the Attorney-in-Fact Agreement with TRU (the “Attorney-in-Fact Agreement”) and

this Charter; and

(e) Sign the Attorney-in-Fact Agreement on behalf of the Reciprocal, perform such

duties as may be required of the SAC and exercise the rights of the Reciprocal thereunder

(including with respect to the acceptance of notices and initiation and resolution of disputes, in

each case, on behalf of the Reciprocal).

The SAC shall have no power or authority to bind the Reciprocal to any insurance policy,

to enter into any other contractual obligation on behalf of the Reciprocal or TRU, or to otherwise

conduct business on behalf of or in the name of the Reciprocal or TRU. The SAC shall be permitted

to establish an audit committee as may be necessary and appropriate to carrying out its duties as

set forth herein and complying with applicable law.

2. Membership and Terms.

(a) The SAC shall consist of not less than six (6) nor more than twelve (12) members.

The SAC members will be selected by TRU at inception and on an annual basis in compliance

with Section 629.201, Florida Statutes.. At least two-thirds (2/3) of the SAC members shall be

Subscribers and shall be independent from and have no financial interest in TRU. All members of

the SAC shall be subject to FLOIR’s background requirements.

(b) The number of members of the SAC may be changed by a majority vote of the

SAC; provided, that in no event shall the number of members of the SAC be reduced below six

(6) or increased above twelve (12).

(c) The SAC members shall serve one (1) year terms, without limit.

(d) Secretary shall be appointed by TRU.

The SAC shall include a Chairperson and a Secretary. The Chairperson and

3. Compensation. Each SAC member shall (a) be paid ten thousand dollars ($10,000)

per annum for his or her service on the SAC. The fees payable to members of the SAC shall be

subject to adjustment from time to time by TRU but shall in no event exceed twenty-five thousand

dollars ($25,000) per annum. Each SAC member shall be reimbursed for reasonable and

documented travel, lodging and other incidental, out-of-pocket expenses incurred in connection

with attendance at SAC meetings.

4. Appointment. Members of the SAC shall be appointed by TRU on an annual basis,

including their annual renewal. The guidelines for identifying and appointing members for the

SAC shall be as follows:

(a) the SAC shall identify needs for new SAC members due to a resignation,

geographic expansion or another reason; and

(b) when due diligence has been completed (background check, evaluation of potential

conflicts, interviews, and any other review deemed reasonable), TRU shall appoint the SAC

members in compliance with Section 629.201, Florida Statutes.

5. Vacancies, Resignation and Removal.

(a) SAC members may resign at any time upon delivery of his or her resignation in

writing to the Chairperson of the SAC. Any such resignation shall be effective at the date set forth

in the notice of resignation, and if there is none, then upon receipt.

(b) with TRU.

SAC members may be removed at any time for cause by the SAC in consultation

(c) 6. Role of the SAC.

(a) The SAC understands and agrees that TRU is responsible for the preparation of the

Reciprocal’s financial statements and the retention of independent auditors, that the independent

auditors are responsible for auditing the financial statements and that TRU is responsible for the

hiring and retention of, and determining compensation for, TRU’s management and employees. In

addition, the SAC understands and agrees that TRU’s management has more time, more

knowledge and more detailed information regarding the Reciprocal than does the SAC and that

the management of TRU has more time and more knowledge for the evaluation of TRU’s

management and employees (or candidates to serve as such). Accordingly, in carrying out its

responsibilities, the SAC shall not be deemed to provide any expert or special assurance as to (i)

the Reciprocal’s financial statements, (ii) any professional certification as to the independent

auditor’s work or (iii) the quality or trustworthiness of the managers and/or employees of TRU

(including candidates to serve as managers or employees of TRU).

(b) The SAC is empowered to investigate any matter brought to its attention with full

access to all books, records, facilities and personnel of the Reciprocal and TRU. If a majority of

the members of the SAC agree, with the consent of the Chief Executive Officer of TRU, which

consent shall not be unreasonably withheld, conditioned or delayed, the SAC may retain outside

counsel, auditors and/or other experts to advise the SAC at the expense of the Reciprocal.

7. Meetings of the SAC & Quorum.

(a) The SAC shall meet regularly, and in no event less frequently than quarterly. In

person meetings shall be held at locations designated by the Chairperson; provided, that members

shall be entitled to participate by conference telephone or electronic facilities by means of which

all persons participating in the meeting can hear each other, and such participation in a meeting

shall constitute presence in person at a meeting. The SAC may also act by written consent signed

by all SAC members in lieu of a meeting on any matter requiring a meeting and such written

consent shall be filed with the minutes of the SAC. SAC members may be asked to participate in

calls or to review materials from time to time between formal meetings or at special meeting. The

SAC shall review the annual and quarterly financial statements of the Reciprocal and such other

matters as the members of the SAC shall determine (subject to the authority of the SAC as set forth

in Section 1 hereof). At least annually, the SAC shall meet to review the finances and operations

of the Reciprocal and select the Reciprocal’s independent auditors. The Chairperson shall provide

at least five (5) business days’ prior notice of the meetings to each SAC member. Notice of each

meeting shall be given by (i) express mail or courier, (ii) personal delivery, (iii) email transmission

or (iv) facsimile (with confirmation of transmission). SAC members attending a meeting in person

or by teleconference shall be deemed to have waived any defect in notice of that meeting. The

Chairperson, in his or her sole discretion, may designate employees of TRU to attend the meetings

of the SAC.

(b) A majority of the members of the SAC shall constitute a quorum for the transaction

of business and the acts of a majority of the members present and voting at a meeting at which a

quorum is present shall be the acts of the SAC.

(c) Any SAC member who misses three (3) consecutive regular meetings of the SAC

without a reasonable excuse approved by the SAC shall be deemed to have vacated his or her SAC

membership and the vacancy shall be filled as set forth in this Charter.

8. Indemnification of SAC Members.

(a) To the maximum extent permitted by or not inconsistent with applicable law and

the Subscriber’s Agreement, a member of the SAC shall not be personally liable to the Reciprocal

or to the Subscribers for monetary damages.

(b) The Reciprocal shall indemnify any SAC member who was or is a party to, or is

threatened to be made a party to, or who is called as a witness in connection with, any threatened,

pending or completed action, suit or proceeding, whether civil, criminal, administrative or

investigative, including an action by or in the right of the Reciprocal, by reason of the fact that the

member is or was a member of the SAC. This indemnification shall include expenses, including

attorneys’ fees, judgments, fines and amounts paid in settlement, actually and reasonably incurred

by the SAC member in connection with an action, suit or proceeding, unless the act or failure to

act giving rise to the claim for indemnification is determined by a court of competent jurisdiction

to have constituted fraud, bad faith or willful misconduct by such SAC member.

(c) The Reciprocal shall pay expenses incurred by an SAC member in defending an

action or proceeding referred to herein in advance of the final disposition of such action or

proceeding upon receipt of an undertaking by or on behalf of such person to repay such amount if

it shall ultimately be determined that he or she is not entitled to be indemnified by the Reciprocal.

(d) The indemnification and advancement of expenses provided by or granted pursuant

to this Charter shall not be deemed exclusive of any other rights to which those seeking

indemnification or advancement of expenses may be entitled under any agreement, contract or

otherwise, both as to action in his or her official capacity and as to action in another capacity while

holding such office; provided, that the indemnification pursuant to Sections 8(a)-(c) and the D&O

Policy (as defined in Section 8(f), below) shall be the first recourse for any indemnification and/or

advancement of expenses sought by an SAC member.

(e) The indemnification and advancement of expenses provided by or granted pursuant

to this Charter shall, unless otherwise provided when authorized or ratified, continue as to a person

who has ceased to be a SAC member and shall inure to the benefit of the heirs, executors and

administrators of such person.

(f) TRU will procure and maintain (at the expense of the Reciprocal), for the benefit

of the SAC and its members, Directors & Officers insurance from a highly-rated insurance

company at limits that are deemed appropriate by the SAC and consistent with limits carried by

comparable insurance companies and reciprocal insurers (the “D&O Policy”).

9. Amendments. Any provision contained in this Charter may be amended by TRU,

subject to the approval of the FLOIR and any applicable provisions of the Subscriber’s Agreement,

except that the indemnification provided pursuant to Section 8 herein shall only be reduced

prospectively.

TRUSTED RESOURCE UNDERWRITERS EXCHANGE

AMENDED AND RESTATED SUBSCRIBER’S AGREEMENT SUMMARY AND

SIGNATURE PAGE

Trusted Resource Underwriters Exchange (the “Reciprocal”) is a Florida reciprocal insurer and,

as such, is an unincorporated association of subscribers operating through the contractual

arrangements set forth in an Amended and Restated Subscriber’s Agreement, including the power

of attorney contained therein (the “Subscriber’s Agreement”) that all subscribers must sign.

Under Florida law and pursuant to the Subscriber’s Agreement, the Reciprocal and its subscribers

appoint a third party, known as an attorney-in-fact, to manage and administer the Reciprocal’s

operations and affairs on behalf of all of the subscribers.

The attached Subscriber’s Agreement provides the terms of your relationship with the Reciprocal

and appoints Trusted Resource Underwriters, LLC, a Delaware limited liability company

(“TRU”), as the Reciprocal’s attorney-in-fact. Please review the attached Subscriber’s Agreement

and sign below to acknowledge your intention to be legally bound by the terms and conditions of

the Subscriber’s Agreement.

A summary of certain key business provisions of the Subscriber’s Agreement is set forth below:

Non-Assessable Policies: The Reciprocal will only issue non-assessable policies consistent with

all applicable state statutes. Your liability as a subscriber of the Reciprocal is limited to the costs

of your insurance policies, including premiums and surplus contributions (described below) for

your policies.

Management of Insurer: You are appointing and designating TRU, a for-profit entity, to be the

attorney-in-fact for the Reciprocal. As attorney-in-fact, TRU will manage all insurance operations

for you and other subscribers to the Reciprocal pursuant to the Attorney-in-Fact Agreement

between TRU and the Reciprocal (the “AIF Agreement”), available at

http://www.trueins.com/legal. The members of TRU are providing additional funding for the

Reciprocal through an acquisition of surplus notes issued by the Reciprocal.

Subscribers’ Advisory Committee: A Subscribers’ Advisory Committee (the “SAC”) has been

established for the Reciprocal. The SAC will: (a) supervise the finances of the Reciprocal; (b)

supervise the Reciprocal’s operations to such extent as necessary to assure conformity with the

Subscriber’s Agreement; (c) procure the audit of the accounts and records of the Reciprocal and

of TRU at the expense of the Reciprocal; (d) sign the AIF Agreement with TRU on behalf of the

Reciprocal, preform such duties as may be required of the SAC and exercise the rights of the

Reciprocal thereunder (including with respect to the acceptance of notices and initiation and

resolution of disputes, in each case, on behalf of the Reciprocal); and (e) exercise such other

powers as provided in the Subscriber’s Agreement and the Subscribers’ Advisory Committee

Charter referenced therein and Florida law. Certain members of the SAC will be subject to annual

appointment by TRU. The Reciprocal will indemnify SAC members for, and you will agree not to

sue them in connection with, their service on the SAC. You can learn more about the powers,

duties and composition of the SAC by visiting http://www.trueins.com/legal.

Management Compensation: In exchange for services rendered, the Reciprocal will compensate

TRU a fee of 17% of the quarterly gross written premiums of the Reciprocal in respect of

underwriting services. The percentage set forth with respect to TRU’s compensation may be

adjusted at any time as agreed to by TRU and the SAC, on behalf of the Reciprocal, subject to the

written approval of the FLOIR; provided, that the aggregate amount of such fees shall in no event

exceed 20% of quarterly gross written premiums. Any changes to the percentage will be disclosed,

in advance, to the subscribers. TRU is also authorized to utilize the Reciprocal’s funds to pay the

Reciprocal’s expenses, including the cost of any director and officer liability insurance coverages

for TRU and members of the SAC. These compensation and expense arrangements are governed

by the AIF Agreement. In addition, the Reciprocal will pay fees to affiliates of TRU in respect of

business sourcing services pursuant to producer agreements between the Reciprocal and such TRU

affiliates.

Surplus Contributions: Each subscriber shall make surplus contributions during membership as

a subscriber to the Reciprocal and those contributions reduce the cost of the Reciprocal’s capital.

Surplus contributions are set at 10% of annual policy premiums. Surplus contributions are billed

and collected with your premium. Subscribers should not expect a return of surplus contributions

other than on a pro rata basis for policies cancelled mid-term and should not consider surplus

contributions to be an investment in or purchase of a security from the Reciprocal. Any return of

surplus contributions is subject to the approval of TRU and the Florida Office of Insurance

Regulation (“FLOIR”).

Subscriber Savings Accounts: The Reciprocal shall establish Subscriber Savings Accounts

(“SSAs”) for each active subscriber of the Reciprocal. SSAs are notional accounts held for active

subscribers. Funds allocated to SSAs remain assets of the Reciprocal that are fully available to it

to pay claims and expenses. To the extent that the Reciprocal determines to return to its subscribers

any underwriting profits or any surplus growth in years without underwriting profit, such amounts

will be allocated to subscribers’ SSAs. Funds may be allocated to SSAs subject to the prior written

approval of the FLOIR. Unlike surplus contributions, the Reciprocal’s subscribers should expect

a return of their ending SSA balance following their full withdrawal from membership in the

Reciprocal. [For more information, visit http://www.trueins.com/legal.] However, any such

distributions will be subject to the Reciprocal’s ability to pay claims and its overall financial

strength.

For federal income tax purposes, if your premiums paid to the Reciprocal were treated as

deductible business expenses (e.g., for a business you conduct), that deduction would be reduced

by the amount credited to your SSA even though you have not yet received any distribution from

your SSA. The later distribution of such amounts following your full withdrawal from membership

would not have further federal income tax consequence. You should consult your tax advisor for

further information regarding the tax treatment of premiums and surplus contributions paid to or

returned by the Reciprocal. If your premiums paid to the Reciprocal are not treated as deductible

expenses (e.g., personal auto or homeowners coverage), amounts allocated to or distributed from

the SSA have no federal income tax consequences to you.

Amendments: The Subscriber’s Agreement, including the power of attorney contained therein,

may only be amended by agreement of the SAC and TRU; provided, that any such amendments

shall be subject to the prior written approval of the FLOIR and shall be effective as to all

subscribers immediately. Amendments will be disclosed in a subscriber communication and

continuation of any of your policies after disclosure of the amendment will constitute your

agreement to be legally bound by the amendment.

The above is only a summary of certain of the provisions of the Subscriber’s Agreement and does

not purport to describe all of the terms of the Subscriber’s Agreement. The summary is qualified

in its entirety by reference to the complete text of the Subscriber’s Agreement, which is attached

hereto. You are urged to read the Subscriber’s Agreement in its entirety because it is the primary

legal document that governs your contractual relationship with the Reciprocal. In the event of any

inconsistency between this summary and the Subscriber’s Agreement, the Subscriber’s Agreement

shall govern.

By signing below, you agree to become a subscriber of the Reciprocal, to appoint TRU as the

Reciprocal’s attorney-in-fact and to be legally bound by the terms and conditions of the

Subscriber’s Agreement. Your insurance policy cannot become effective without a signed

Subscriber’s Agreement. If you fail to sign, the Reciprocal reserves the right to terminate your

coverage.

By:

Name:

Date:

Receipt Acknowledged:

Trusted Resource Underwriters Exchange

Anthony Scavongelli

By: Trusted Resource Underwriters, LLC,

Attorney-in-Fact

SECOND AMENDED AND RESTATED SUBSCRIBER’S AGREEMENT

The signing Subscriber (the “Subscriber”) to Trusted Resource Underwriters Exchange (the

“Reciprocal”), a Florida reciprocal insurer, agrees, together with all other subscribers to the

Reciprocal, and with Trusted Resource Underwriters, LLC, a Delaware limited liability company

(“TRU”), as the attorney-in-fact for the Reciprocal, pursuant to this Amended and Restated

Subscriber’s Agreement (this “Agreement”), as follows:

1. Power of Attorney. The Subscriber hereby appoints TRU as the attorney-in-fact

for the Reciprocal with the express power, authority and permission to effectuate and conduct the

lawful business affairs of the Reciprocal. This authority includes, without limitation, the ability to

carry out all customary functions of a reciprocal insurer, including, without limitation, the

following responsibilities: (a) exchange, with other subscribers to the Reciprocal, any and all kinds

of reciprocal insurance contracts which the Reciprocal is authorized by law to write; (b) issue,

exchange, renew, non-renew, cancel or modify insurance policies; (c) act as intermediary to obtain

reinsurance; (d) appear for, compromise, prosecute, adjust, settle, defend, litigate, appeal, and pay

claims or losses under the insurance policies of subscribers; (e) accept service of process on behalf

of the Reciprocal in actions against the Reciprocal upon contracts exchanged; (f) open accounts

and borrow money in the name of the Reciprocal; (g) hire or engage and compensate personnel,

contractors and agents; (h) collect premiums and invest and reinvest funds; (i) receive notices and

proof of loss; (j) administer subscriber accounts, including their respective Subscriber Savings

Accounts (“SSAs”) if applicable, including allocations thereto and distributions therefrom; and (k)

to conduct the business and affairs of the Reciprocal as set forth herein and in the Attorney-in-Fact

Agreement, dated as of September 14, 2020, by and between the Reciprocal and TRU, as may be

amended from time to time (the “AIF Agreement”).

This power of attorney is limited to the purposes described in this Agreement.

TRU’s offices will be the same as the Reciprocal’s principal administrative office located at One

Federal Street, 4th Floor, Boston, MA 02111. The principal offices of TRU and the Reciprocal may

be changed in compliance with the requirements of the State of Florida and the Subscriber will be

notified of any such change in office location and when such change shall be effective. The

arrangement between the Reciprocal and TRU is further outlined in the AIF Agreement, available

to any Subscriber at http://www.trueins.com/legal.

2. Compensation of the Attorney-in-Fact. In consideration for the services provided

to the Reciprocal (as described in more detail in the AIF Agreement), TRU shall be entitled to

retain 17% of quarterly gross written premiums of the Reciprocal in respect of underwriting

services.

The percentage set forth with respect to TRU’s compensation may be adjusted at any time as

agreed to by TRU and the Reciprocal, subject to the written approval of the FLOIR; provided, that

the aggregate amount of such fees shall in no event exceed 20% of quarterly gross written

premiums. Any changes to the percentage will be disclosed, in advance, to the Subscriber.

3. Payment of Expenses of the Reciprocal. Without duplication of the fees to which

TRU is entitled pursuant to Section 2, TRU, on behalf of the Reciprocal, is authorized to utilize

the funds of the Reciprocal, or utilize its own funds and be reimbursed by the Reciprocal, to pay

the expenses of the Reciprocal, including, without limitation, losses, investment expenses, legal

expenses, reinsurance premiums and costs, commissions to agents and brokers, reinsurance

brokerage costs, court costs, taxes, assessments, license fees, membership fees, governmental fines

and penalties, the establishment and maintenance of loss, loss adjustment expense, unearned

premium and other reserves and surplus, audit fees, guaranty fund assessments, costs and expenses

of third-party service providers, costs and expenses associated with the preparation of mailings,

advertisements, newsletters and other promotions and general marketing materials, all allocated

loss adjustment expenses with respect to claims (including, for the avoidance of doubt, fees and

costs associated with any legal or administrative proceeding) and all other costs necessary for the

proper and efficient operation of the Reciprocal, including fees related to the structuring,

establishment and formation of the Reciprocal. Additionally, TRU will procure, at the expense of

the Reciprocal, directors and officers liability insurance coverages for TRU and the members of

the Subscribers’ Advisory Committee (the “SAC”) established for the Reciprocal to perform the

duties and powers set forth in the Subscribers’ Advisory Committee Charter (the “SAC Charter”)

adopted by the Subscribers through the Subscriber’s Agreement and created pursuant to applicable

law.

4. Payments to Producers. The Reciprocal will enter into a distribution agreement

with Homesite Insurance Agency, Inc. (“Homesite”) pursuant to which the Reciprocal will pay

referral fees in respect of referrals to Homesite in the amount of 2.5% of gross written premium

on new and renewal business sourced through Homesite’s panel of existing distribution partners.

5. Exchange of Policies. The Subscriber hereby offers and agrees to exchange

policies with the other subscribers to the Reciprocal. The Subscriber understands and agrees that

the reciprocal insurance contracts to be exchanged hereunder are non-assessable consistent with

section 629.261, Florida Statutes, thereby limiting the liability of the Subscriber to the Reciprocal

to costs associated with the policies of insurance only.

6. Subscribers’ Advisory Committee.

(a) Formation and Role of SAC. The Subscriber understands that the Reciprocal and

TRU have established the SAC pursuant to section 629.201, Florida Statutes, to exercise any rights

reserved to subscribers and assist TRU in supervising the finances and operations of the

Reciprocal. The duties and powers of the SAC, which are available for review at

http://www.trueins.com/legal, are contained within the SAC Charter. The Subscriber understands

and agrees that the powers of the SAC are limited to those enumerated in the SAC Charter. As set

forth in the SAC Charter, members of the SAC are appointed annually by TRU. The Subscriber

understands and agrees that the SAC shall (i) have only the enumerated powers and responsibilities

specifically assigned to it, (ii) exercise the rights of the subscribers (solely in such capacity) to the

Reciprocal pursuant to, and in accordance with, the Subscriber Agreement and the SAC Charter

and (iii) have membership consisting of at least two-thirds (2/3) current insured subscribers to the

Reciprocal who are independent of the attorney-in-fact for the Reciprocal. The Subscriber

understands and agrees that the Subscriber is not entitled to directly participate in the management

of the Reciprocal unless such Subscriber is a member of the SAC. The Subscriber hereby adopts

the SAC Charter and agrees that the appointment of members of the SAC shall be in accordance

with the SAC Charter.

(b) Supervisory Powers of SAC. The Subscriber agrees that the SAC will ( i ) supervise

the finances of the Reciprocal, (ii) supervise the operations of the Reciprocal to the extent

necessary to assure conformity with the AIF Agreement and (iii) procure, at the expense of the

Reciprocal, an audit of the accounts and records of the Reciprocal and TRU.

(c) Indemnification of SAC Members. SAC Members shall be entitled to

indemnification as set forth in Section 8 of the SAC Charter. The Subscriber also agrees that such

Subscriber will not sue or name in any action or affirmative defense any SAC member or the SAC

for actions arising in connection with such member’s participation on the SAC.

7. Surplus Contributions.

(a) Surplus Contribution. The Subscriber agrees to pay its policy premium and agrees

to make, in addition to policy premiums, a surplus contribution to the Reciprocal (“Surplus

Contribution”). The amount of the Surplus Contributions required from the Subscriber will be

10% of the Subscriber’s annual policy premiums. The Surplus Contribution is payable to the

Reciprocal on or prior to the initial effective date of coverage and within thirty (30) days of the

effective date of all endorsements generating an additional premium. The Surplus Contribution

will be made during the Subscriber’s membership as a subscriber to the Reciprocal. The possibility

of future Surplus Contributions, if any, will be determined by the SAC. In the event the SAC

determines that additional Surplus Contributions will be required of subscribers, the Reciprocal

will notify the Subscriber in advance and such additional Surplus Contributions will only be due

for policies that the Subscriber elects to renew following the date of such notice.

(b) Purpose of Surplus Contribution. The Subscriber understands and agrees that the

amounts paid as Surplus Contributions will be credited as policyholder surplus for the benefit and

protection of all of the subscribers to the Reciprocal and that Surplus Contributions made to the

Reciprocal are not premiums for insurance. The Subscriber understands and agrees that the ability

of the Reciprocal to return Surplus Contributions to its subscribers is subject to provisions of this

Section 7 and Section 9 and is limited by law.

(c) Return of Surplus Contribution. Upon the issuance of an insurance policy, or other

confirmation of coverage by the Reciprocal, except as set forth in the immediately following

sentence, the return of Surplus Contributions can occur only with the approval of TRU and the

FLOIR, and as set forth in this Agreement. In the event of a mid-term policy cancellation, TRU

will return any Surplus Contributions (without interest) applicable to the cancelled policy term,

pro-rated based on the fraction of the policy term that has elapsed and subject to the restrictions

set forth in Section 9 hereof and any applicable law. All other Surplus Contributions, including

those made for previous policy terms, will be retained by the Reciprocal for the benefit of all

remaining subscribers. The Subscriber understands and agrees that any other return of Surplus

Contributions will be subject to the approval of TRU, the FLOIR and the restrictions set forth in

Section 9 hereof.

8. Subscriber Savings Accounts.

(a) TRU will maintain separate individual SSAs for each subscriber. TRU, in its sole

and absolute discretion, may credit the Subscriber’s SSA with a portion of the amount of the

Reciprocal’s growth in surplus for a fiscal year. The Subscriber understands and agrees that (a)

any contributions made to the Subscriber’s SSA shall be based on the Reciprocal’s overall results,

not the results of any individual subscriber and (b) any and all such funds allocated to the

Subscriber will be considered part of the Reciprocal’s, and not the Subscriber’s, assets and TRU

would be authorized to use any and all such funds to satisfy any obligations of the Reciprocal,

including, without limitation, by establishing reserves for and paying losses, operating and

acquisition expenses, borrowing and other financing costs. As set forth in this Agreement, the

Subscriber may be eligible for a distribution from its SSA (i) at such time when the Subscriber is

no longer insured by the Reciprocal or (ii) at such other times, as determined by TRU in its

discretion. In order to avoid any impairment to the surplus of the Reciprocal, TRU retains the right

to limit the distribution from the SSAs to subscribers whose coverage has been terminated.

(b) For federal income tax purposes, if the Subscriber’s premiums paid to the

Reciprocal were treated as deductible business expenses (e.g., for a business conducted by the

Reciprocal), that deduction would be reduced by the amount credited to the Subscriber’s SSA even

though the Subscriber has not yet received any distribution from the SSA. The later distribution of

such amounts following the Subscriber’s full withdrawal from membership would not have further

federal income tax consequence. Each Subscriber should consult its tax advisor for further

information regarding the tax treatment of premiums and surplus contributions paid to or returned

by the Reciprocal. If the Subscriber’s premiums paid to the Reciprocal are not treated as deductible

expenses (e.g., personal auto or homeowners coverage), amounts allocated to or distributed from

the SSA have no federal income tax consequences to the Subscriber.

9. Limitations on Distributions of Surplus Contributions and Subscriber Savings

Accounts. No payment of a returned Surplus Contribution or a distribution of SSA funds (any

such payment or distribution, a “Surplus Distribution”) will be made if such payment or

distribution could risk the financial impairment of the Reciprocal or is otherwise restricted by

applicable law. If payment to any subscriber would be delayed pursuant to the requirements set

forth in this Section 9, the total amount which may be paid to all subscribers will be paid to each

such subscriber who meets the conditions to receive a Surplus Distribution on an equitable basis

as determined by TRU in its discretion and as allowed by applicable law. Any payments delayed

pursuant to the requirements set forth in this Section 9 will be paid as soon as possible when

payment can be made in compliance with this Section 9 and the requirements of the FLOIR. If this

Section 9 is found to conflict with other terms of this Agreement, this Section 9 supersedes all

other terms and conditions of this Agreement.

10. Return of Surplus upon Liquidation. The Subscriber understands and agrees that

in accordance with section 629.281, Florida Statutes, upon the liquidation of the Reciprocal, its

assets will be distributed to its subscribers who were such within the twelve (12) months prior to

the termination of its certificate of authority, subject to regulatory approval. The assets of the

Reciprocal to be distributed upon regulatory approval are those remaining after the discharge of

its indebtedness and policy obligations, the return of any surplus note or other contributions made

to surplus and the return of any unused premium, savings or credits in subscribers’ SSAs.

11. Rejection of Coverage. The Subscriber understands and agrees that the Reciprocal

has an obligation to its subscribers to maintain strict eligibility and underwriting requirements. The

Reciprocal has the right to reject any application for insurance, including this Agreement and the

offer of payment of premium and Surplus Contribution. If such a rejection of coverage occurs after

receipt of the Surplus Contribution by the Reciprocal, the Surplus Contribution will be returned to

the prospective subscriber, without payment of interest. An existing Subscriber applying for

additional lines of coverage is not guaranteed acceptance for those new lines of coverage. In

addition, the Reciprocal has the right to cancel or nonrenew any policy of insurance issued to the

Subscriber in accordance with applicable law.

12. Termination. This Agreement may be terminated at any time by the Subscriber or

TRU by cancelling, nonrenewing or otherwise terminating all insurance policies issued to the

Subscriber, subject to policy provisions and the laws of the State of Florida. Upon the termination

of all insurance policies of the Subscriber, subject to the approval of the FLOIR and as set forth in

this Agreement, the balance remaining in the Subscriber’s SSA and any eligible Surplus

Contribution resulting from any mid-term cancellation, after allocation of expenses and claims,

will be returned to the Subscriber within six (6) months or such later date as required by applicable

law or as needed to obtain approval of the FLOIR. In the event that that the Subscriber should

cease to maintain insurance with the Reciprocal, regardless of whether such insurance is cancelled,

rescinded or non-renewed for any reason, the Subscriber will lose all rights as a subscriber to the

Reciprocal.

13. Collateralization of Assets. No assets or future distributions of the Reciprocal,

included any assets notionally allocated to any SSA, may be pledged or collateralized on behalf of

any subscriber for any purpose.

14. Notices. All notices, requests, demands, claims, and other communications to the

Reciprocal concerning the content and purpose of this Agreement shall be sent in writing by

personal delivery, fax or by mail, registered or certified, postage pre-paid to the address below:

Trusted Resource Underwriters Exchange

Subscribers’ Advisory Committee

360 Central Ave., Suite 800St. Petersburg, FL 33701

Attention: Chair

15. Miscellaneous.

(a) Documents. The Subscriber hereby acknowledges receiving and reviewing the AIF

Agreement and the SAC Charter prior to executing this Agreement. This Agreement will be

accepted by TRU only when signed by the Subscriber. Subscriber agrees that this Agreement,

including the power of attorney set forth in Section 1 herein, will apply to all insurance policies

for which the Subscriber has applied or will apply at the Reciprocal. The Subscriber understands

and agrees that the terms and conditions of this Agreement, the AIF Agreement and the SAC

Charter will be valid and binding upon TRU and the Subscriber and their respective personal

representatives, administrators, successors, and assigns, as indicated by the Subscriber’s signature.

(b) Amendments. This Agreement, including the power of attorney contained herein,

may only be amended by written agreement of the SAC and TRU; provided, that any such

amendments shall be subject to the prior written approval of the FLOIR and shall be effective as

to all subscribers immediately. Amendments will be disclosed in a subscriber communication and

continuation of any of your policies after disclosure of the amendment will constitute your

agreement to be legally bound by the amendment.

(c) Complete Agreement. This Agreement (including the Annex hereto) constitutes the

complete agreement between the Reciprocal and the Subscriber, and supersedes all prior

understandings, statements and agreements with respect to the subject matter hereof.

(d) Counterparts. This Agreement may be executed in any number of separate

counterparts, each of which shall collectively and separately constitute one agreement. Delivery

of such an executed counterpart electronically (including by email or facsimile) shall be an

original, with the same effect as delivery of such an executed counterpart in person.

(e) Successors and Assigns; Third Party Beneficiaries. This Agreement shall be

binding on and shall inure to the benefit of the parties hereto and their respective successors and

permitted assigns. The terms and provisions of this Agreement are for the purpose of defining the

relative rights and obligations of the parties hereto with respect to the transactions contemplated

hereby and no person shall be a third party beneficiary of any of the terms and provisions of this

Agreement.

(f) Headings. The descriptive headings contained in this Agreement are and shall be

without substantive meaning or content of any kind whatsoever and are not a part of the agreement

between the parties hereto.

(g) Severability. Wherever possible, each provision of this Agreement shall be

interpreted in such a manner as to be effective and valid under applicable law, but if any provision

of this Agreement shall be prohibited by or be invalid under applicable law, such provision shall

be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of

such provision or the remaining provisions of this Agreement.

(h) No Waiver. The failure of either party hereto, at any time or times, to require strict

performance by the other party hereto of any provision of this Agreement shall not waive, affect

or diminish any right of such party hereto thereafter to demand strict compliance and performance

herewith. Any suspension or waiver of any provision of this Agreement shall not suspend, waive

or affect any other provision of this Agreement whether the same is prior or subsequent thereto.

None of the undertakings, agreements and covenants of any party hereto contained in or

contemplated by any other provision of this Agreement shall be deemed to have been suspended

or waived by any other party hereto, unless such waiver or suspension is in writing and signed by

each party hereto.

(i) Limitation of Actions. To the maximum extent permitted by law, absent a finding

of criminal or willful misconduct or recklessness and except for legal actions that may arise

directly from the Subscriber’s insurance policy(ies) or legal actions to enforce this contract, the

Subscriber agrees that the Reciprocal will not be sued or named in any action or affirmative defense

by the Subscriber.

16. GOVERNING LAW. IN ALL RESPECTS, INCLUDING ALL MATTERS OF

CONSTRUCTION, VALIDITY AND PERFORMANCE, THIS AGREEMENT SHALL BE

GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE

SUBSTANTIVE LAWS OF THE STATE OF FLORIDA, WITHOUT GIVING EFFECT TO

THE PRINCIPLES OF THE CONFLICT OF LAWS OR THE RULES THEREOF THAT MIGHT

REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.