CHARTER PARTNERS RISK SERVICES, INC.

This Summary Statement is qualified in its entirety by the more complete information contained in this Information Circular.

The Company

Charter Partners Risk Services, Inc. (the “Company”) is a mutual benefit company organized under the laws of the State of Vermontto participate as a protected cell corporation within Cooperative Partnership Insurance Company, a Vermont licensed sponsored captive insurance company(the “Sponsored Captive”). The Sponsored Captive, on behalf of the Company, reinsures various insurance policies issued to Members of the Company.

Role ofCharter Partners USA, Inc.

Prior to operating as part of the Sponsored Captive, the Company was organized as a Vermont domiciled association captive insurance company known as Charter Partners Insurance Company (the “Association Captive”). An affiliate ofCharter Partners USA, Inc. (“Charter Partners”) provided initial surplus to the Association Captive in the form of a Letter of Credit in the amount of $750,000, which has since been fully released.  Although Charter Partners is not a Member of the Company, it is entitled to accept or reject any prospective Member of the Company, designate two members of the Company’s Board of Directors and to designate initial Director representatives of a new industry “Pod”.  Charter Partners is the sole owner of the Sponsored Captive and provides ongoing management services to the Company and the Sponsored Captive, for which it receives a fee.  See “CERTAIN INTERESTS.”

The Sponsored Captive

The Sponsored Captive has established a segregated or “protected” cell account for the Company from which the Sponsored Captivefunds its liabilities assumed on behalf of the Company as set forth in the Participant Contract.  The cell account reflects the Company’s financial condition and the operating results of its participation in the Reinsurance Program.  The Sponsored Captive reinsures various insurance coverages provided to the Members of the Company by the Primary Insurer(s).  Members are required to provide collateral for these reinsurance arrangements in the form of a standby letter of credit or cash.  This collateral could be drawn upon in the event of adverse loss development and may not be released until all insurance liabilities for each particular policy year are discharged after a significant period of years.  See “THE SPONSORED CAPTIVE.”

Insurance Coverage

Members’ insurance coverage is provided pursuant to policies issued by traditional licensed insurance companies (each a “Primary Insurer”), currently Pennsylvania Manufacturers’ Association Insurance Company (“PMA”). The reinsurance obligations to the Primary Insurer(s) are paid by the Company from a reinsurance collateral trust account.These obligations vary by line of coverage and, in some cases, by industry group. The Primary Insurers have the right to terminate, cancel or non-renew any Member’s insurance coverage in their sole discretion, subject to the terms and conditions of any policy.Charter Partners provides management and underwriting services to the Primary Insurer(s) in connection with policy issuance to Members of the Company for which it receives compensation.  See “CERTAIN INTERESTS.”

Eligibility and Application Procedures

Applications will be reviewed by Charter Partners, the Primary Insurer(s) and, if accepted, a quotation as to the annual premium will be forwarded to the applicant. Applicants acceptable to Charter Partners, offered insurance coverage by the Primary Insurer(s) and which meet applicable underwriting standards of the Sponsored Captive may be eligible to become Members of the Company.  An entity will become a Member of the Company only upon payment of the required premium, the contribution of surplus, and the issuance of an insurance policy or policies by the Primary Insurer(s). See “ELIGIBILITY AND APPLICATION PROCEDURES.”

Risk Factors

Becoming a Member of the Company involves substantial risks associated with the possibility of loss of contributed surplus; no return on surplus; limited state insurance regulation of the Sponsored Captive; non-transferability of membership interests; and various other factors .See “RISK FACTORS.”

Premiums

The Primary Insurers establish annual premiums to be paid by each Member for insurance coverage. There can be no assurance that the annual premiums charged by the Primary Insurer(s) will be competitive with premiums charged by other insurers for similar coverage.See “ANNUAL PREMIUM.”

Strategic Alliance

The Sponsored Captive has formed a strategic alliance with one of the Primary Insurers, PMA. PMA views the Sponsored Captive as a good model for the alternative risk needs of some of its customers, and this alliance allows the offering of higher retention options, particularly for larger insureds. In order to strengthen the Sponsored Captive’s regulatory capital, Pennsylvania Manufacturers’ Association Insurance Company (further assigned to PMA Management Corp) has provided $100,000 to the Sponsored Captive, in the form of a “Surplus Note,” at a favorable interest rate. This Surplus Note is similar to a typical debt instrument, but qualifies as an asset of the Sponsored Captive. The Surplus Note is subordinate to the claims of policyholders, claimants and beneficiaries, and to all other classes of creditor other than surplus note holders. Repayment of principal and interest under the Surplus Note is subject to approval by the Vermont Insurance Commissioner.  There can be no assurance that PMA will continue its relationship with the Sponsored Captive, and failure to continue this relationship could have an adverse impact on the Sponsored Captive’s ability to meet regulatory minimum capital requirements.  See “STRAsTEGIC ALLIANCE.”

Ownership

The Company is owned exclusively by its Members. The Company and each Member enters into a Membership Agreement addressing various governance issues of the Company.Pursuant to Standards and Formulas for Membership Account Valuation and Distributions, the Company maintains a separate Membership Account for each Member that contributes surplus to the Company, which Account may be from time to time credited or debited with a proportionate share of retained earnings or losses.See “OWNERSHIP.”

Non-Assessibility

The financial liability of each Member of the Company is limited to (i) the amount of its required surplus contribution and (ii) the premiums due to the Primary Insurer(s) from such Member under the terms of any insurance policy issued by the Primary Insurer(s) to such Member.

Distributions

Each Member is entitled to receive distributions from the Company when and if declared by the Board of Directors, which may vary according to its class of membership, or Pod. Such distributions are based primarily on the underwriting and operating results of the Company with respect to all of the Members in such class.Members are not entitled to receive distributions declared following the termination or cancellation of such Member’s active status with the Company. Declaration and payment of distributions are at the sole discretion of the Board of Directors, are not guaranteed, and are subject to the prior approval of the Vermont Insurance Commissioner. See “OWNERSHIP.”Use of Contributed SurplusMember surplus contributions are used to provide working capital, to maintain surplus in accordance with standards set by the Sponsored Captive and for other proper Company purposes, including expenses. See “OWNERSHIP.”

Payment of Membership Account Balance

Membership in the Company will terminate automatically when a Member ceases to participate in the Reinsurance Program.Upon termination or cancellation of a Member’s active status, the Company will pay to the Member such Member’s Membership Account balance, but payment may be deferred under certain circumstances, in some cases without interest or appreciation, and will in all cases be subject to the prior approval of the Vermont Insurance Commissioner. Such deferrals have occurred in the past and continue.See “PAYMENT OF MEMBERSHIP ACCOUNT BALANCE.”

Insurance Regulation

The Sponsored Captive operates as a captive insurance company under the laws of the State of Vermont and has no current plans to be licensed in any other jurisdiction.Because the Sponsored Captive is not licensed under the laws of other states, coverage is issued by the Primary Insurer(s) and a portion of the risks covered is reinsured by the Sponsored Captive on behalf of the Company.As a captive insurance company, the Sponsored Captive is not eligible to participate in the insolvency guaranty fund of Vermont or any other state.See “INSURANCE REGULATION.”