724712.3
Exhibit 10.5 (a)
AMENDMENT TO
DATA PROCESSING SERVICES AGREEMENT
This Amendment to Data Processing Services Agreement (the "Amendment")
is made as of January 1, 1999, by and between ▇▇▇▇▇▇▇ Life, Inc., a Missouri
corporation ("▇▇▇▇▇▇▇"), and Financial Holding Corporation, a Missouri
corporation ("FHC").
WHEREAS, ▇▇▇▇▇▇▇ and FHC are parties to that certain Data Processing
Services Agreement dated as of January 1, 1993 (the "Agreement"); and
WHEREAS, the parties wish to amend Section 3 of the Agreement (Fees and
Expenses) regarding the charges and fees to be paid by ▇▇▇▇▇▇▇ to FHC for the
services rendered by FHC;
WHEREAS, FHC is a party to a Services Agreement dated as of August 1,
1994, with CSC Continuum Inc., as amended by Amendment Number One dated as of
April 1, 1998, pursuant to which CSC provides certain data processing services
to FHC (as amended, the "CSC Agreement");
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows, effective as of January 1, 1999:
1. Base Charge Amendment. Section 3.01 of the Agreement is hereby
amended so that the rate of fees and charges (or "Base Charge" as that term is
defined under the Agreement) paid by ▇▇▇▇▇▇▇ to FHC from time to time shall be
equal to the sum of (a) that rate amount paid by FHC to CSC under the terms of
the CSC Agreement (found in Schedule B, Policy Fees, and Schedule C, Rates for
Other Services), plus (b) any costs directly incurred by FHC in providing data
processing services to ▇▇▇▇▇▇▇ and its subsidiaries.
2. Adjustment Amendment. Section 3.01 of the Agreement is hereby
amended so that ▇▇▇▇▇▇▇ and FHC shall annually review the Base Charge and to
make adjustments as necessary. The Base Charge due to FHC shall not exceed the
fees and charges contained in this Agreement prior to any amendments.
Except as herein amended, the Agreement shall remain in full force and
effect without change.
724712.3
IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date first above written.
▇▇▇▇▇▇▇ LIFE, INC. FINANCIAL HOLDING CORPORATION
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Name ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Name ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title Sr. V.P. and COO Title V.P., CFO and Treasurer