107
EXHIBIT 10.7
AMENDED AND RESTATED
MANAGEMENT INFORMATION SERVICES AGREEMENT
Effective March 1, 1996
108
AMENDED AND RESTATED
MANAGEMENT INFORMATION SERVICES AGREEMENT
This Agreement ("Agreement") is made as of this 24th day of January,
1997, to be effective March 1, 1996, (unless a different effective date is
indicated) by and among AMCO Insurance Company ("AMCO"), ALLIED Group
Information Systems, Inc. ("AGIS"), ALLIED Mutual Insurance Company ("Mutual"),
ALLIED Group, Inc. ("AGI"), ALLIED General Agency Company ("AGA"), ALLIED Group
Mortgage Company ("AGMC"), ALLIED Group Leasing Corporation ("AGLC"), ALLIED
Life Financial Corporation ("ALFC"), ALLIED Life Insurance Company ("ALLIED
Life"), ALLIED Life Brokerage Agency ("ALBA"), ALLIED Group Merchant Banking
Corporation ("AGMBC"), ALLIED Group Insurance Marketing Company ("AGIMC"), The
Freedom Group, Inc. ("TFG"), and Midwest Printing Services, Ltd. ("Midwest
Printing"). AGIS, AGI, AGA, AGMC, AGLC, ALFC, ALLIED Life, ALBA, AGMBC, AGIMC,
TFG, and Midwest Printing shall be hereinafter referred to collectively as the
"Companies".
WITNESSETH:
WHEREAS, AGIS and Mutual, AGI, AMCO, AGA, AGMC, AGLC, ALFC, ALLIED
Life, ALBA, AGMBC, and AGIMC entered into an Amended and Restated Management
Information Services Agreement effective January 1, 1995 (the "January 1995
Agreement") on December 14, 1995; and
WHEREAS, effective March 1, 1996, AGIS was restructured, with AGIS
declaring and paying a dividend to AMCO consisting of all assets and related
liabilities of TFG-ALLIED Operations; and
WHEREAS, effective March 1, 1996, AMCO began providing the services
previously provided by AGIS under the January 1995 Agreement;
WHEREAS, effective May 13, 1996, the AMCO programmers working on ▇▇▇▇
data were transferred to ▇▇▇▇ as employees;
NOW, THEREFORE, in consideration of the foregoing premises, and for and
in consideration of the mutual covenants and agreements contained herein, the
parties agree as follows:
I. DEFINITIONS
1.1 "AGI and Its Subsidiaries" shall mean the following companies
which are parties to this Agreement: AGI, AMCO, AGA, AGMC, AGLC, TFG, AGIS,
and Midwest Printing.
1.2 "ALFC and Its Subsidiaries" shall mean the following companies
which are parties to this Agreement: ALFC, ALLIED Life, ALBA, and AGMBC.
109
1.3 "Coordinating Committee" shall mean the joint meeting of the
coordinating committees established by Mutual, AGI, and ALFC in accordance with
their respective bylaws or pursuant to resolution for the purpose, among others,
of resolving issues under this Agreement.
1.4 "Management Information Services" or "MIS" shall mean the
Methods/Procedures, the processing, and support of information and data
functions. MIS does not include: (a) third-party data processing services
provided to any of the Companies by contract; (b) processing flexible premium
payment plans; or (c) printing services, unless otherwise provided herein.
1.5 "Methods/Procedures" shall mean studies or work flow analysis,
training on software systems, and other computer support.
1.6 "Mutual and Its Subsidiaries" shall mean the following companies
which are parties to this Agreement: Mutual and AGIMC.
1.7 "PC" shall mean personal computer.
1.8 "PC Support" shall mean PC installation, training, and assistance,
but shall not include PC maintenance.
1.9 "Programming/Development" shall mean the analysis, design,
programming, and development of PC and mainframe Software and shall include
mainframe Software consulting and maintenance services. The maintenance services
shall include, but not be limited to, error corrections, enhancements, and
updates. Unless specifically provided for herein, Programming/Development shall
not include those programming functions performed by any of the Companies on
personal computers.
1.10 "Software" shall mean any and all computer programs, models,
plans, outlines, packages, or systems thereof and related documentation or
manuals as developed, or which may be developed in the future by AMCO and used
by the Companies for MIS, but does not include those computer programs which are
used by any of the Companies pursuant to license agreements with third parties.
II. POOLING AGREEMENT
2.1 AMCO, Mutual, ALLIED Property and Casualty Insurance Company, and
Depositors Insurance Company are parties to the Second Amended and Restated
Reinsurance Pooling Agreement dated December 14, 1992, as amended February 18,
1993 and February 10, 1995 ("Pooling Agreement"), pursuant to which AMCO, as the
pool administrator, conducts insurance operations and provides certain
administrative services to the other parties. Included in these administrative
services are the provision of data processing services for the jointly conducted
insurance operations. The Pooling Agreement shall control as to matters
110
regarding data processing services provided by AMCO to Mutual, ALLIED Property
and Casualty Insurance Company, and Depositors Insurance Company and the payment
for any services provided thereto.
III. SERVICES
3.1 GENERAL MIS. AMCO shall provide all MIS required by ALLIED Life,
AGI's human resources department, and AGIMC. The MIS to be provided during the
term of this Agreement shall be substantially the same as those services
presently provided to or utilized by ALLIED Life, AGI's human resources
department, and AGIMC as of the effective date of this Agreement. In addition,
AMCO shall provide MIS to any of the Companies if requested. The scope and
extent of MIS provided under this Agreement may be amended or modified from time
to time by written agreement between AMCO and the party receiving the MIS.
3.2 PC SUPPORT. AMCO shall provide PC Support to ALLIED Life, ALBA,
AGI's human resources department, AGA, AGMC, AGLC, AGMBC, AGIMC, and AGIS. AMCO
shall also provide AGIMC with PC Support for its phone system.
3.3 PC MAINTENANCE. AMCO will assist in coordinating with each of the
Companies for third-party vendor maintenance on the personal computers, and each
of the Companies shall be responsible for payment to such third-party vendors.
3.4 AGMC SCANLINE PROCESSING. AMCO shall use its scanline equipment to
process AGMC payment forms on a daily basis, Monday through Friday, during the
term of this Agreement. AMCO shall provide its own personnel, program disk, and
tapes to process such forms.
3.5 FLEXIBLE PREMIUM PAYMENT PLANS. AMCO shall perform the processing,
billing, scanline, and remittance services with regard to the flexible premium
payment plan offered by ALLIED Life to its insureds on ALLIED Life policies. All
service charges and reinstatement fees assessed to insureds pursuant to the
flexible premium payment plan shall be retained by ALLIED Life.
3.6 AGIS CUSTOMERS. AGIS sells to its insurance customers data
processing services which are presently provided using AMCO's mainframe and
other equipment. AMCO agrees to continue to provide insurance processing
services subject to AGIS obtaining AMCO's written consent prior to entering into
future data processing agreements and limiting annual growth so it does not
exceed 10%.
3.7 PRINTING.
(a) FORMS AND REPORTS. AMCO shall generate the following data and
record output for ALLIED Life and AGIS customers: (i) policy forms, (ii) claim
111
forms, (iii) billing forms, and (iv) internal reports not generated by personal
computers. AMCO shall generate internal reports for AGI's human resources
department which cannot be generated by personal computers.
(b) TYPESETTING AND OTHER PRINTING. AMCO shall provide typesetting
services to Companies requesting typesetting services. Any other printing
services including, but not limited to, specialty printing or brochures, shall
be provided by AMCO to the Companies, or any of them, if requested.
3.8 POLICY ASSEMBLY. AMCO shall provide policy assembly for AGIS
customers. The policy assembly shall include the preparing, handling, and
mailing of insurance policies.
3.9 POSTAGE AND MAIL PROCESSING. AMCO shall provide mail processing
for the Companies which are located in Polk County, Iowa. This mail processing
shall include internal and external distribution of mail among such Companies,
to and from the proper post office facilities and may include inserting and
sorting mail services.
3.10 SUPPLY SERVICES. For those Companies which desire to use the
supply service, AMCO shall administer and manage the storage, warehousing, and
distribution of the inventory of office supplies owned by such Companies. The
supply service provided by AMCO shall include, but not be limited to, the
ordering of paper used in processing forms for ALLIED Life and AGIS customers.
3.11 TELEPHONE AND COMMUNICATIONS. AMCO shall provide telephone
equipment, long-distance communication services, or both, for such Companies
requesting equipment and/or service upon mutually agreeable terms and
conditions. AMCO shall also provide computer and telephone port access to those
Companies which office at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇.
3.12 OTHER SERVICES. Any other services provided by AMCO to the
Companies, or any of them, shall be negotiated between AMCO and such company on
such terms and conditions as are mutually agreeable.
IV. WARRANTIES
4.1 LICENSE OF SOFTWARE. AMCO shall own or license any Software
necessary to provide the services described in this Agreement. AMCO shall be
responsible for resolving any licensing conflicts that may result from its use
of such Software.
4.2 NO WARRANTIES. AMCO makes no warranties, express or implied as to
performance of the machines, equipment, or Software provided under the terms of
this Agreement. AMCO will not be liable for any damages, of any kind, as a
result of the unavailability or malfunction of the machines, equipment or
Software.
112
V. PAYMENT FOR SERVICES
5.1 GENERAL. The fees described in this Article III may be
renegotiated in the future at the agreement of the affected parties. The
amount of the renegotiated fee to be paid by any of the Companies shall be
renegotiated on an arm's length basis.
5.2 FEES. The Companies shall pay the fees set forth in Addendum A to
this Agreement.
VI. TERM, TERMINATION, AND CHANGE OF CONTROL
6.1 TERM AND TERMINATION. This Agreement shall be effective on
March 1, 1996 and shall continue in effect until December 31, 2004, and shall
continue thereafter unless prior to December 31, 2002, a party to this Agreement
delivers to the other parties a written notice that such party intends
to cease participation and terminate the Agreement as to it on December 31, 2004
or as of a specified date thereafter. This Agreement may be terminated by a
party to this Agreement, as to such party's participation in the Agreement,
effective after December 31, 2004, provided that such party has given
written notice of termination to the others at least two (2) years prior
to the proposed termination date.
6.2 CHANGE OF CONTROL OF ALFC. In the event of a Change of Control (as
hereinafter defined in this section) of ALFC, either Mutual or AGI may, in its
sole discretion, at any time after such Change of Control: (i) terminate the
Intercompany Operating Agreement ("IOA Agreement") and this Agreement upon six
(6) months notice to ALFC; (ii) extend the term of the IOA Agreement and this
Agreement for up to ten (10) additional years beyond December 31, 2004 upon six
(6) months notice to ALFC; or (iii) allow such agreements to continue in effect.
"Change of Control" for purposes of this section shall mean an event whereby a
person, group, or entity that is not affiliated with ALFC or Mutual acquires the
ownership of 50% or more of the voting stock of ALFC. A person, group, or entity
"affiliated" with ALFC or Mutual shall mean a person, group, or entity that
directly or indirectly through one or more intermediaries controls, is
controlled by, or is under common control with ALFC or Mutual.
6.3 CHANGE OF CONTROL OF AGI.
(a) In the event of a Change of Control (as hereinafter defined in
this section) of AGI, Mutual may, in its sole discretion, at any time after such
Change of Control: (i) terminate all three of the Pooling Agreement, IOA
Agreement, and this Agreement upon six (6) months notice to AGI; (ii) extend the
term of the Pooling Agreement, IOA Agreement, and this Agreement for up to ten
(10) additional years beyond December 31, 2004 upon six (6) months notice to
AGI; or (iii) allow such agreements to continue in effect. "Change of Control"
113
for purposes of this section shall mean an event whereby a person, group, or
entity that is not affiliated with AGI or Mutual acquires the ownership of 50%
or more of the voting stock of AGI. A person, group, or entity "affiliated" with
AGI or Mutual shall mean a person, group, or entity that directly or indirectly
through one or more intermediaries controls, is controlled by, or is under
common control with AGI or Mutual.
(b) In the event of a Change of Control (as hereinafter defined in
this section) of AGI, ALFC may, in its sole discretion, at any time after such
Change of Control: (i) terminate both the IOA Agreement and this Agreement upon
six (6) months notice to AGI; (ii) extend the term of the IOA Agreement and this
Agreement for up to ten (10) additional years beyond December 31, 2004 upon six
(6) months notice to AGI; or (iii) allow such agreements to continue in effect.
"Change of Control" for purposes of this section shall mean an event whereby a
person, group, or entity that is not affiliated with AGI or Mutual acquires the
ownership of 50% or more of the voting stock of AGI. A person, group, or entity
"affiliated" with AGI or Mutual shall mean a person, group, or entity that
directly or indirectly through one or more intermediaries controls, is
controlled by, or is under common control with AGI or Mutual.
VII. DISPUTE RESOLUTION
7.1 AGI AND ITS SUBSIDIARIES. Any controversy, claim, or dispute
arising out of or relating to this Agreement, or breach thereof, among or
between AGI and Its Subsidiaries shall be resolved by AGI's Board of Directors,
the decision of which shall be binding.
7.2 MUTUAL AND ITS SUBSIDIARIES. Any controversy, claim, or dispute
arising out of or relating to this Agreement, or breach thereof, among or
between Mutual and Its Subsidiaries shall be resolved by Mutual's Board of
Directors, the decision of which shall be binding.
7.3 ALFC AND ITS SUBSIDIARIES. Any controversy, claim, or dispute
arising out of or relating to this Agreement, or breach thereof, among or
between ALFC and Its Subsidiaries shall be resolved by ALFC's Board of
Directors, the decision of which shall be binding.
7.4 ALL OTHER DISPUTES. All other disputes under this Agreement shall
be referred for resolution to the Coordinating Committee. Each of the
coordinating committees of Mutual, AGI, and ALFC (a) has the right to
participate in each and every Coordinating Committee deliberation unless it
elects to abstain therefrom and (b) has one vote which shall be cast for or
against any such decision unless it elects to abstain. Each such coordinating
committee shall be comprised of two persons, one of whom shall constitute a
114
quorum for the transaction of any business. All decisions of the Coordinating
Committee must be unanimous, except for abstentions. All decisions of the
Coordinating Committee are binding on the parties hereto.
7.5 ARBITRATION. If a controversy, claim, or dispute cannot be
resolved by the Coordinating Committee pursuant to Section 7.4, then it will be
submitted to arbitration as set forth hereafter.
(a) Consent to Arbitration. Each party to this Agreement hereby
consents and agrees that any dispute between the parties hereto with respect to
the interpretation, performance, or breach of any of the terms of this Agreement
or the transactions contemplated hereby which cannot be resolved by the
Coordinating Committee shall be referred to arbitration conducted in accordance
with the rules and procedures of the American Arbitration Association ("AAA"),
upon written request of the disputing party hereto delivered to the party with
which it has a dispute. Within thirty (30) days of the delivery of such written
notice, each party involved shall nominate an AAA-licensed arbitrator (the
"Party Arbitrators"). Within thirty (30) days of their nomination, if there are
two Party Arbitrators, the Party Arbitrators shall select a third AAA-licensed
arbitrator (the "Third-Arbitrator") and shall give the parties hereto written
notice of such choice. If there are three parties to the dispute and each party
selects a Party Arbitrator, the three Party Arbitrators selected shall
constitute the Arbitrators without further selection. If there are more than
three parties to the dispute, the parties to this Agreement agree that Mutual
shall represent Mutual and Its Subsidiaries, ALFC shall represent ALFC and Its
Subsidiaries, and AGI shall represent AGI and Its Subsidiaries.
(b) Authority of Arbitrators. The arbitrators shall be empowered
to decide all issues submitted to arbitration using principles of law and equity
and, if required, by application of any customary practices in the insurance and
reinsurance industries. The arbitrators shall be relieved of all judicial
formalities and shall not be required to follow any rules of evidence except as
such rules may be imposed on arbitration proceedings conducted in accordance
with the laws of the State of Iowa, but the arbitrators shall attempt to enforce
the intents and purposes of this Agreement to the extent practicable and in
accordance with Iowa law. The decision of a majority of the arbitrators shall be
final and binding on each of the parties to the arbitration proceeding.
(c) Expenses; Location. Each party to the dispute shall bear the
expenses of its respective Party Arbitrator. If only two parties are involved in
the arbitration, the involved parties shall jointly share all other expenses of
the arbitration proceeding and the expenses of the Third Arbitrator. The
arbitration proceeding shall take place at Des Moines, Iowa unless another
location is mutually agreed upon by the parties. The arbitration proceeding
115
shall be governed by the laws of the State of Iowa. The parties hereto hereby
agree that any information respecting any matters submitted to arbitration in
accordance with the foregoing or any aspect of the arbitration proceeding itself
shall be treated as confidential and will not be disclosed to anyone not
employed or acting on behalf of a party hereto in connection with such
arbitration or used at any time in any manner that is adverse to the interests
of either party hereto but, in any such case, such information may be disclosed
if such disclosure is made in connection with either party's prosecution or
defense of any legal proceedings or if such disclosure is required pursuant to a
subpoena or other legal order issued by any judicial or regulatory body or is
otherwise required by law.
(d) Restriction. Anything set forth herein to the contrary
notwithstanding, with respect to any issue to be determined by arbitration, each
of the parties to the arbitration proceeding shall submit in writing to the
arbitrators the party's proposed resolution of such issue. The arbitrators shall
be constrained in their decision relating to such issue to select only between
the proposed resolutions of the parties, and the arbitrators shall have no
discretion to fashion any compromise or other resolution of the issue submitted
for arbitration.
VIII. CONFIDENTIAL INFORMATION AND TRADE SECRETS
8.1 OBLIGATION TO KEEP CONFIDENTIAL.
(a) Each party to this Agreement shall keep confidential, except
as the other party or parties may otherwise consent in writing, and, except for
the other parties' benefit, not disclose or make any use of at any time and for
any purpose whatsoever, any trade secrets, confidential information, knowledge,
data, trademarks or trade names, or other information of any of the Companies to
their products, know-how, designs, customer lists, business plans, marketing
plans and strategies, pricing strategies, or other subject matter pertaining to
any business of the Companies or any of their clients, customers, consultants,
licensees, or affiliates, which the party has obtained or may obtain, or
otherwise acquire during the course of contacts, discussions, negotiation, or
agreement with any of the other parties, except as herein provided (hereafter,
collectively, "Confidential Information"). No party shall deliver, reproduce, or
in any way allow any Confidential Information of the other parties or any
documentation relating thereto, to be delivered to or used by any third parties
without specific written direction or consent of a duly authorized officer of
the other party.
(b) Upon termination of this Agreement for any reason whatsoever
each party shall promptly surrender and deliver to each other party all records,
materials, equipment, drawings, documents, data, and all Confidential
116
Information of the other parties and shall not retain any description containing
or pertaining to any Confidential Information of the other parties, unless
otherwise consented to in writing by a duly authorized officer of the other
party.
8.2 PERMISSIVE RELEASE OF CONFIDENTIAL INFORMATION. Notwithstanding
the provisions of this section, any Confidential Information may be used in
connection with any arbitration relating to the transactions contemplated by
this Agreement and such information may be disclosed if such disclosure is made
in connection with the parties' prosecution or defense of any legal proceedings
or if such disclosure is required pursuant to a subpoena or other legal order
issued by any judicial or regulatory body or is otherwise required by law.
IX. MISCELLANEOUS
9.1 ASSIGNMENT. This Agreement, including any or all rights and
obligations hereunder, shall not be assigned by any of the parties to any third
party without the prior written consent of all of the other parties. Except as
otherwise provided in this Agreement, the obligations and rights of the parties
shall be binding upon and inure to the benefit of any assignee, transferee,
successor, or receiver of each of the parties.
9.2 WAIVER; REMEDIES. No delay or omission of any party to this
Agreement to exercise any right or power hereunder shall impair such right or
power or be a waiver of any default or an acquiescence therein; and any single
or partial exercise of any such right or power shall not preclude other or
further exercise thereof or the exercise of any other right. In addition to any
rights granted herein, the parties hereto shall have and may exercise any and
all rights and remedies now or hereafter provided by law except as may be
limited by Section 7 of this Agreement.
9.3 NOTICES. All notices, requests, demands, and other communications
hereunder shall be in writing and shall be deemed to have been duly given if
delivered personally or if mailed by certified or registered mail (return
receipt requested) to the party at its address as set forth on the signature
page of this Agreement. Any notice given as provided in this section, if given
personally, shall be effective upon delivery, or if given by certified or
registered mail, shall be effective three days after deposit in the mail. Any
party hereto may change the address at which it is to be given notice by giving
notice to the other party as provided in this section.
9.4 GOVERNING LAW. This Agreement shall be deemed to be a contract
made under the laws of the State of Iowa and shall be construed and interpreted
under the laws of such state applicable to contracts made and to be performed
entirely within such state.
117
9.5 ENFORCEABILITY. If any one or more of the covenants, agreements,
provisions, or other terms of this Agreement shall be for any reason whatsoever
determined to be invalid, then such terms shall be deemed severable from the
remaining terms of this Agreement and shall in no way affect the validity or
enforceability of the other terms of this Agreement and such invalid terms shall
be replaced by valid terms bearing the closest possible similarity in substance
so that the intentions and purposes being the basis of this Agreement could be
enforced to the greatest extent permitted by law.
9.6 SURVIVAL OF REPRESENTATIONS, WARRANTIES, AND COVENANTS. All
covenants, agreements, representations, and warranties made in this Agreement by
any of the parties hereto, including but not limited to, the indemnification
provisions set forth herein, shall be effective on the effective date hereof and
thereafter.
9.7 COUNTERPARTS. This Agreement may be executed simultaneously in one
or more counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.
9.8 HEADINGS. The headings in the sections and subsections of this
Agreement are inserted for convenience only and shall not constitute a part
hereof.
9.9 ENTIRE AGREEMENT. This Agreement, including the schedules and
addenda referred to herein and any documents executed by the parties
simultaneously herewith constitute the entire understanding and agreement of the
parties hereto and supersede all other prior agreements and understandings,
written or oral, between the parties with respect to the transactions
contemplated herein. Provided, however, the foregoing shall not operate or be
construed to prohibit proof of prior understandings and agreements between or
among the parties to the extent necessary to properly construe or interpret this
Agreement.
9.10 AMENDMENTS. Any changes to this Agreement and any further
obligations of the parties to each other must be in writing and executed by
their respective duly authorized officers.
IN WITNESS WHEREOF, the parties hereto have caused this Amended and
Restated Management Information Services Agreement to be signed by their
duly-authorized officers all as of the date and year first written above.
ALLIED Mutual Insurance Company ALLIED Group, Inc.
▇▇▇ ▇▇▇ ▇▇▇. ▇▇▇ ▇▇▇ ▇▇▇.
▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
---------------------------- ----------------------------
Title: President Title: President (Financial)
------------------------- -------------------------
118
AMCO Insurance Company ALLIED General Agency Company
▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇.
▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
---------------------------- ----------------------------
Title: President Title: President
------------------------- -------------------------
ALLIED Life Financial ALLIED Group Leasing
Corporation Corporation
▇▇▇ ▇▇▇ ▇▇▇. ▇▇▇ ▇▇▇ ▇▇▇.
▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
---------------------------- ----------------------------
Title: President Title: President
------------------------- -------------------------
ALLIED Group Mortgage Company ALLIED Life Insurance Company
▇▇▇▇ ▇▇▇▇ ▇▇. ▇▇▇ ▇▇▇ ▇▇▇.
▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
---------------------------- ----------------------------
Title: Secretary Title: President
------------------------- -------------------------
ALLIED Group Merchant Banking ALLIED Group Insurance
Corporation Marketing Company
▇▇▇ ▇▇▇ ▇▇▇. ▇▇▇ ▇▇▇ ▇▇▇.
▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
---------------------------- ----------------------------
Title: President Title: Treasurer
------------------------- -------------------------
ALLIED Group Information ALLIED Life Brokerage Agency
Systems, Inc. ▇▇▇ ▇▇▇ ▇▇▇.
▇▇▇ ▇▇▇ ▇▇▇. ▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
---------------------------- ----------------------------
Title: Secretary Treasurer Title: President
------------------------- -------------------------
The Freedom Group, Inc. Midwest Printing Services, Ltd.
▇▇▇ ▇▇▇ ▇▇▇. ▇▇▇▇ ▇▇▇▇▇ ▇▇.
▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
---------------------------- ----------------------------
Title: Secretary Treasurer Title: Treasurer
------------------------- -------------------------
119
ADDENDUM A
I. ALLIED LIFE. ALLIED Life shall pay AMCO on a monthly basis fees for
services under this Agreement in accordance with the following:
(a) $37.50 per hour for Programming/Development time and
Methods/Procedures time.
(c) ALLIED Life shall also pay fees in accordance with Sections VII
through XI of this Addendum.
(d) ALLIED Life shall reimburse AMCO for the actual costs AMCO incurs
on a monthly basis for providing ALLIED Life the services provided
under Sections 3.1 ("General MIS"), 3.2 ("PC Support"), 3.7 (a)
("Printing--Forms and Reports"), and 3.8 ("Policy Assembly"). In
order to reimburse AMCO for the cost of these services, ALLIED
Life will forward $56,250 at the end of each month as an
estimation of the costs of providing the services for that month.
(e) At the end of the calendar year, AMCO will calculate its actual
cost of providing these services and compare it to the monthly
payments forwarded to AMCO for the services by ALLIED Life. If the
total actual costs exceed the total monthly payments made, ALLIED
Life will promptly pay the difference to AMCO. If the total actual
costs are less than the total monthly payments made, AMCO will
promptly refund the difference to ALLIED Life.
The aforementioned fees shall be renegotiated by ALLIED Life and AMCO
each calendar year. If ALLIED Life and AMCO are unable to agree on an
annual fee for the next calendar year by December 15th of each year,
the calculation of a reasonable annual fee for the next calendar year
shall be submitted to the Coordinating Committee for resolution.
II. AGI HUMAN RESOURCES. For the services provided by AMCO to AGI's human
resources department under Sections 3.1 ("General MIS"), 3.2 ("PC
Support"), and 3.7(a) ("Printing--Forms and Reports"), AGI shall pay to
AMCO $42.00 per hour for Programming/Development time and $40.00 per
hour for Methods/Procedures time. Each year, beginning January 1, 1997,
this hourly rate shall be recalculated based upon estimated costs for
the year in question. Such fees shall be billed and paid monthly. If
applicable, AGI shall also pay fees in accordance with Sections VI
through X of this Addendum.
III. AGIMC. AGIMC shall pay AMCO for services under this Agreement in
accordance with the following:
(a) For the services provided under Sections 3.1 ("General MIS") and
3.2 ("PC Support"), AGIMC shall pay to AMCO $42.00 per hour for
Programming/Development time and $40.00 per hour for
Methods/Procedures. Such fees shall be billed and paid monthly.
120
Each year, beginning January 1, 1996, this hourly rate shall be
recalculated based upon estimated costs for the year in question.
(b) If applicable, AGIMC shall also pay fees in accordance with
Sections VII through XI of this Addendum.
IV. AGMC. AGMC shall pay to AMCO for services under this Agreement in
accordance with the following:
(a) For the services provided under Section 3.4 ("AGMC Scanline
Processing") the fee of .089 dollars ($.089) for each payment form
processed daily. In the event of any dispute as to the amount due
under the per item charge, AMCO's records shall control. AMCO will
▇▇▇▇ AGMC monthly for the per item processing charges. Such amount
shall be immediately due and payable upon receipt by AGMC.
(b) If applicable, AGMC shall also pay fees in accordance with
Sections VI through X of this Addendum.
V. PROGRAMMING. Each of the Companies (except as may be provided elsewhere
for ALLIED Life, AGI, and AGIMC) which request that AMCO provide
Programming/Development services shall pay a rate of $42.00 per hour.
Each of the Companies (except for ALLIED Life, AGI, and AGIMC) which
request that AMCO provide Methods/Procedures services shall pay $40.00
per hour. Such fees shall be billed and paid monthly. Each year,
beginning January 1, 1997, this hourly rate shall be recalculated based
upon estimated costs for the year in question.
VI. TYPESETTING/OTHER PRINTING. The Companies which request that AMCO
provide typesetting services in accordance with Section 3.7(b)
("Printing--Typesetting/Other Printing") shall pay a rate of $22.00 per
hour. Such fees shall be billed and paid monthly. Any other printing
services shall be provided by AMCO to any of the Companies for a fee to
be negotiated between AMCO and such company in addition to the fees
specified in this Addendum A.
VII. PC MAINTENANCE. If AMCO assists in coordinating third-party vendor
maintenance for the personal computers of any of the Companies, such
Companies agree to pay upon receipt of an invoice from AMCO the
third-party vendor's actual charges as billed to AMCO.
VIII. POSTAGE/MAIL PROCESSING. For the services provided under Section 3.9,
the Companies which have offices located in Polk County, State of Iowa,
shall pay AMCO for mail processing as follows:
(a) the Companies shall reimburse AMCO for the actual cost of postage
utilized,
121
(b) if AMCO performs any mail inserting services for any of the
Companies, such Companies shall pay AMCO $0.032 per item,
(c) if AMCO performs any proof of mail services for any of the
Companies, such Companies shall pay AMCO $0.057 per item,
(d) if AMCO performs any outgoing mail sorting services for any of the
Companies, such Companies shall pay AMCO $0.0225 per item,
(e) if AMCO performs incoming mail sorting services for any of the
Companies, such Companies shall pay AMCO $0.0225 per item,
(f) if AMCO performs special handling services in mail processing, it
will be billed at $0.051 per item,
(g) if AMCO performs remittance processing, it will be billed at
$0.089 per item, and,
(h) if AMCO performs a manual look up requested by one of the
Companies the fee is $0.54 per item.
The number of items and the fees shall be billed to each of the
Companies utilizing the services and paid by each of them monthly.
IX. TELEPHONE/COMMUNICATIONS. The Companies which request that AMCO provide
telephone/communications equipment under Section 3.11 ("Telephone and
Communications") shall pay to AMCO a mutually agreed upon monthly fee
for the equipment. Each of the Companies requesting long-distance
communication services (the "Long-Distance Companies") will pay a
monthly charge based upon the proportion of their actual long distance
minutes to the total actual long distance minutes used by the
Long-Distance Companies overall.
X. TAXES. AMCO shall pay any sales, use, and personal property taxes which
may be due and owing with respect to the services provided under this
Agreement. AMCO shall receive reimbursement from the appropriate
Companies for any sales or use tax paid.