Exhibit 10.20 (i3)
AMENDMENT
TO
SERVICES AGREEMENT
The Amendment to Services Agreement ("Amendment") is entered into by and
among Xxxxxxx Life, Inc., a Missouri corporation ("ALI"), The Ohio Life
Insurance Company, and Ohio corporation ("Ohio Life"), and the Ohio Casualty
Insurance Company, an Ohio corporation ("Ohio Casualty"). Ohio Life and Ohio
Casualty sometimes are collectively referred to herein as "Ohio."
WITNESSETH:
WHEREAS, ALI and Ohio originally entered into the Services Agreement (the
"Services Agreement") on October 2, 1995; and
WHEREAS, ALI and Ohio now desire to amend certain provisions of the
Services Agreement, as provided in this Amendment;
NOW, THEREFORE, for and in consideration of the foregoing recitals, which
are incorporated into the operative provisions of this Amendment, the mutual
covenants and agreements contained herein, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto covenant and agree as follows:
1. Modification of Serviced Business
(A) A portion of the Serviced Business (as that term is defined in the
Services Agreement relates to deferred compensation established by Ohio for
certain agents (the "Deferred Comp Program"). The accounts comprising the
Deferred Comp Program are identified on Exhibit 1, which is attached hereto and
incorporated herein by this reference (the "Deferred Comp Program Accounts").
Notwithstanding any provisions of this Amendment and/or the Services Agreement
to the contrary:
i. ALI shall be wholly and solely responsible for servicing and
administering the Deferred Comp Program Accounts from April 1,
1997 until the closing contemplated by the Global Settlement
Agreement between ALI and Ohio, among others (the "GSA
Closing"), and ALI shall be liable to Ohio and/or the Deferred
Comp Program Account beneficiaries, as the case may be, for
any errors committed or omissions made by ALI in rendering
such services;
ii. Ohio shall be wholly and solely responsible for servicing and
administering the Deferred Comp Program Accounts from and
after the GSA Closing, and shall be liable to ALI and/or the
Deferred Comp Program Account beneficiaries, as the case may
be, for any errors committed or omissions made by Ohio in
rendering such services; and
iii. Ohio shall be wholly and solely responsible for any and all
benefits payable under the Deferred Comp Program Accounts to
the Deferred Comp Program Account beneficiaries from and after
April 1, 1997.
(B) i. Ohio administered and serviced certain pension plans
identified on Exhibit 2, which is attached hereto and
incorporated herein by this reference (the "Pension Plans").
Effective October 2, 1995, the Pension Plans shall be Serviced
Business, as that term is defined in and for all purposes of
the Services Agreement.
ii. Ohio and ALI recognize that certain problems exist with
respect to the administration and servicing prior to October
2, 1995 of the Mearhoff and Xxxxx pension plans, which are
included in the Pension Plans. As of April 1, 1997, the
Mearhoff and Xxxxx pension plans shall cease to be
Pension Plans, and Ohio shall assume sole
responsibility for the administration and servicing of the
Mearhoff and Xxxxx pension plans. However, the assets
comprising the Mearhoff and Xxxxx pension plans shall
remain in the possession of ALI, at all times being held,
invested, distributed and otherwise utilized for the sole
benefit of such plans. Ohio shall attempt to resolve these
problems and in doing so, Ohio shall be solely responsible
for all costs and expenses, including any penalties and
fines, associated with resolving these problems. Ohio
shall also administer and service the Mearhoff and Xxxxx
pension plans in their ordinary course of business,
utilizing the funds held by ALI. Concurrently with the
execution of this Amendment, ALI shall transfer to Ohio
all documents and records, including electronic data,
in the possession or under the control of ALI which are
necessary, desirable or appropriate for Ohio to administer
and service the Mearhoff and Xxxxx plans.
iii. When the problems associated with the Mearhoff and Xxxxx
pension plans have been resolved to the reasonable, mutual
satisfaction of Ohio and ALI, Ohio shall cease (with written
notice to ALI) its administration and servicing of the
Mearhoff and Xxxxx pension plans and the Mearhoff and Xxxxx
pension plans again shall be deemed to be Serviced Business
for a purposes under the Services Agreement from and after the
date of tender to ALI.
iv. Except only for the Mearhoff and Xxxxx pension plans as
provided for above, Ohio shall be relieved of any and all
administration, servicing and other liabilities and
responsibilities of any kind or type whatsoever related to the
Pension Plans arising after and pertaining to the period
October 2, 1995.
2. Modifications to Servicing. ALI shall use its best efforts to
immediately cure all existing servicing deficiencies related to policyholders
and structured settlement beneficiaries, as identified specifically by Ohio in a
letter from Xxxxxxx X. Xxxxx to Xxxxx Xxxxxxxx and Xxxx Xxxxxxx dated October
31, 1997.
Additionally, all communications from ALI with respect to the Serviced
Business shall reflect consistently and clearly ALI's role in the servicing of
such business. ALI shall not represent to policyholders that it is Ohio Life or
Ohio Casualty, and ALI shall answer telephone calls related to the Serviced
Business as "Insurance Companies," rather than "Ohio Life." ALI shall also cease
using Ohio Life stationery and other printed materials, except only where
required to do so by applicable state law.
On or before June 30, 1998, ALI shall cease using the existing Ohio
telephone number (1-800-456-Ohio) with respect to the Serviced Business, shall
transfer all rights in and to that telephone number of Ohio Casualty.
3. No other Revisions. Except only as provided in this Amendment, all terms
and conditions of the Services Agreement remain in full force and effect.
IN WITNESS WHEREOF, the parties have caused this Amendment to be executed
by their respective officers duly authorized by all requisite corporate and
other actions and other actions and approval, as of November 17, 1997.
XXXXXXX LIFE, INC.
By
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Name Xxxx X. Xxxxxxx
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Title Senior Vice Pres. & Chief Financial Officer
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THE OHIO LIFE INSURANCE COMPANY
By
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Name Xxxxxx X. Patch
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Title Vice Chairman and President
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THE OHIO CASUALTY INSURANCE COMPANY
By
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Name Xxxxxx X. Patch
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Title Vice Chairman and President
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