EXHIBIT 10.23
CITIZENS CORPORATION AND SUBSIDIARIES
CONSOLIDATED SERVICE AGREEMENT
AGREEMENT effective January 1, 1998, between ALLMERICA FINANCIAL CORPORATION
("Parent") and AAM GROWTH & INCOME FUND L.L.C., AAM HIGH YIELD FUND, L.L.C.,
AAM EQUITY FUND, AFC CAPITAL TRUST I, ALLMERICA ASSET MANAGEMENT, INC.,
ALLMERICA BENEFITS, INC., ALLMERICA EQUITY INDEX POOL, ALLMERICA FINANCIAL
ALLIANCE INSURANCE COMPANY, ALLMERICA FINANCIAL BENEFIT INSURANCE COMPANY,
ALLMERICA FINANCIAL INSURANCE BROKERS, INC., ALLMERICA FINANCIAL LIFE INSURANCE
AND ANNUITY COMPANY, ALLMERICA FINANCIAL SERVICES INSURANCE AGENCY, INC.,
ALLMERICA FUNDING CORP., ALLMERICA FUNDS, ALLMERICA, INC., ALLMERICA
INSTITUTIONAL SERVICES, INC., ALLMERICA INVESTMENT MANAGEMENT COMPANY, INC.,
ALLMERICA INVESTMENTS, INC., ALLMERICA INVESTMENT TRUST, ALLMERICA PLUS
INSURANCE AGENCY, INC., ALLMERICA PROPERTY & CASUALTY COMPANIES, INC., ALLMERICA
SECURITIES TRUST, ALLMERICA SERVICES CORPORATION, ALLMERICA TRUST COMPANY, N.A.,
AMGRO, INC., APC FUNDING CORP., CITIZENS CORPORATION, CITIZENS INSURANCE COMPANY
OF AMERICA, CITIZENS INSURANCE COMPANY OF ILLINOIS, CITIZENS INSURANCE COMPANY
OF THE MIDWEST, CITIZENS INSURANCE COMPANY OF OHIO, CITIZENS MANAGEMENT INC.,
FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY, GREENDALE SPECIAL PLACEMENTS
FUND, THE HANOVER AMERICAN INSURANCE COMPANY, THE HANOVER INSURANCE COMPANY,
HANOVER TEXAS INSURANCE MANAGEMENT COMPANY, INC., HANOVER LLOYD'S INSURANCE
COMPANY, XXXXX XXXXX WATER COMPANY, INC., LLOYDS CREDIT CORP., MASSACHUSETTS BAY
INSURANCE COMPANY, SMA FINANCIAL CORP., SOMERSET SQUARE, INC., STERLING RISK
MANAGEMENT SERVICES, INC. The above listed companies known collectively as
"Affiliated Group".
WHEREAS, the Cost Distribution Policy adopted by the Affiliated Group on June
15, 1993 and amended as of October 21, 1997, for implementation in calendar year
1998 ("Policy"), and as supplemented by the Cost Distribution Policy
Implementation Manual, as may be created or amended by Parent's management from
time to time to conform to State or Federal law, regulation or requirement or
for other sound reason "Implementation Manual") has been determined to be an
appropriate method of achieving fair distribution of servicing costs between the
Affiliated Group.
NOW, THEREFORE, the Affiliated Group hereby agree as follows:
1. Each Company hereby agrees to provide any other Company in the Affiliated
Group with such services as it may require for its operations. The Policy
and Implementation Manual shall be the basis for allocating cost for various
services between each Company. The Policy and Implementation Manual will
become a part of this Agreement.
2. The servicing company agrees to provide each serviced company with a
quarterly report covering the items of service performed on behalf of
serviced company.
3. This Agreement may be canceled in whole upon 60 days written notice by any
party delivered to the other members of the Affiliated Group, or in part by
any party giving the other 60 days written notice that certain services will
no longer be performed by the servicing company or will no longer be
purchased by the serviced company. This Agreement will automatically be
canceled with respect to a company that leaves the Affiliated Group.
4. The parties to the Agreement acknowledge that First Allmerica Financial Life
Insurance Company ("FAFLIC") shall be the single employer within the
Affiliated Group and that all employment costs shall be
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paid by FAFLIC. Each member of the Affiliated Group shall then be charged by
FAFLIC for services performed by employees of FAFLIC on behalf of such
affiliate. Employees of FAFLIC shall not be directly compensated by an
affiliate under this Agreement.
5. The parties hereto specifically recognize that from time to time other
companies may become members of the Affiliated Group and hereby agree that
such new members must become parties to this Agreement. Such new members
should execute the master copy of this Agreement (or a counterpart thereto,
which shall be deemed to be the original agreement) and it will not be
necessary for all the other members to sign the agreement, but it will be
effective as if the old members had signed the agreement.
6. For the convenience of the parties, any number of counterparts of this
Agreement may be executed by the parties hereto, and each such executed
counterpart shall be, and shall be deemed to be, an original instrument.
7. This Agreement supersedes all previous agreements or understandings of any
nature whatsoever regarding the subject matter of this Agreement.
8. This Agreement shall be governed by and construed and enforced in accordance
with the laws of the Commonwealth of Massachusetts.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement by their
duly authorized officers as of the 1st day of January, 1998.
ALLMERICA FINANCIAL
CORPORATION
By: /s/ Xxxxxxx X. Xxxxx
----------------------
Xxxxxxx X. Xxxxx
Secretary
AAM GROWTH & INCOME FUND L.L.C.
By: Allmerica Asset Management, Investment Manager
By: /s/ Xxxxx X. Xxxxxxxx III
-------------------------
Xxxxx X. Xxxxxxxx III
Clerk
AAM HIGH YIELD FUND, L.L.C.
By: First Allmerica Financial Life Insurance Company, Member
By: Citizens Insurance Company of America, Member
By: The Hanover Insurance Company, Member
By: /s/ Xxxxxxx X. Xxxxxxxxx
-------------------------
Xxxxxxx X. Xxxxxxxxx
Assistant Secretary/Secretary/Clerk
AAM EQUITY FUND
By: Allmerica Asset Management, Inc., Trustee
By: /s/ Xxxxx X. Xxxxxxxx III
--------------------------
Xxxxx X. Xxxxxxxx III
Clerk
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AFC CAPITAL TRUST I
By: /s/ Xxxx X. Xxxxxxxxx
----------------------
Xxxx X. Xxxxxxxxx
Administrative Trustee
ALLMERICA ASSET
MANAGEMENT, INC.
By: /s/ Xxxxxxx X. Xxxxxxxxx
-------------------------
Xxxxxxx X. Xxxxxxxxx
Secretary/Clerk
ALLMERICA BENEFITS, INC.
By: /s/ Xxxxxxx X. Xxxxxxxxx
------------------------
Xxxxxxx X. Xxxxxxxxx
Secretary
ALLMERICA EQUITY INDEX POOL
By: Allmerica Asset Management, Inc. Trustee
By: /s/ Xxxxx X. Xxxxxxxx III
-------------------------
Xxxxx X. Xxxxxxxx III
Clerk
ALLMERICA FINANCIAL ALLIANCE
INSURANCE COMPANY
By: /s/ Xxxxxxx X. Xxxxxx, Xx.
--------------------------
Xxxxxxx X. Xxxxxx, Xx.
Secretary
ALLMERICA FINANCIAL BENEFIT
INSURANCE COMPANY
By: /s/ Xxxxxxx X. Xxxxxx, Xx.
---------------------------
Xxxxxxx X. Xxxxxx, Xx.
Secretary
ALLMERICA FINANCIAL INSURANCE
BROKERS, INC.
By: /s/ Xxxxxxx X. Xxxxxx, Xx.
--------------------------
Xxxxxxx X. Xxxxxx, Xx.
Clerk
ALLMERICA FINANCIAL LIFE
INSURANCE AND ANNUITY COMPANY
By: /s/ Xxxxxxx X. Xxxxxxxxx
-------------------------
Xxxxxxx X. Xxxxxxxxx
Secretary
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ALLMERICA FINANCIAL SERVICES
INSURANCE AGENCY, INC.
By: /s/ Xxxxxxx X. Xxxxxxxxx
-------------------------
Xxxxxxx X. Xxxxxxxxx
Secretary/Clerk
ALLMERICA FUNDING CORP.
By: /s/ Xxxxxxx X. Xxxxxxxxx
-------------------------
Xxxxxxx X. Xxxxxxxxx
Secretary/Clerk
ALLMERICA FUNDS
By: /s/ Xxxxxx X. Xxxx
------------------
Xxxxxx X. Xxxx
Secretary
ALLMERICA, INC.
By: /s/ Xxxxxxx X. Xxxxxxxxx
-------------------------
Xxxxxxx X. Xxxxxxxxx
Secretary/Clerk
ALLMERICA INSTITUTIONAL
SERVICES, INC.
By: /s/ Xxxxxxx X. Xxxxxxxxx
-------------------------
Xxxxxxx X. Xxxxxxxxx
Secretary/Clerk
ALLMERICA INVESTMENT
MANAGEMENT COMPANY, INC.
By: /s/ Xxxxxxx X. Xxxxxxxxx
-------------------------
Xxxxxxx X. Xxxxxxxxx
Secretary/Clerk
ALLMERICA INVESTMENTS, INC.
By: /s/ Xxxxxxx X. Xxxxxxxxx
-------------------------
Xxxxxxx X. Xxxxxxxxx
Secretary/Clerk
ALLMERICA INVESTMENT TRUST
By: /s/ Xxxxxx X. Xxxx
-------------------
Xxxxxx X. Xxxx
Secretary
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ALLMERICA PLUS INSURANCE
AGENCY, INC.
By: /s/ Xxxxxxx X. Xxxxxx, Xx.
---------------------------
Xxxxxxx X. Xxxxxx, Xx.
Clerk
ALLMERICA PROPERTY &
CASUALTY COMPANIES, INC.
By: /s/ Xxxxxxx X. Xxxxx
---------------------
Xxxxxxx X. Xxxxx
Secretary
ALLMERICA SECURITIES TRUST
By: /s/ Xxxxxx X. Xxxx
-------------------
Xxxxxx X. Xxxx
Secretary
ALLMERICA SERVICES CORPORATION
By: /s/ Xxxxxxx X. Xxxxxxxxx
-------------------------
Xxxxxxx X. Xxxxxxxxx
Secretary/Clerk
ALLMERICA TRUST COMPANY, N.A.
By: /s/ Xxxxxxx X. Xxxxxx
----------------------
Xxxxxxx X. Xxxxxx
Secretary
AMGRO, INC.
By: /s/ Xxxxxxx X. Xxxxxx, Xx.
---------------------------
Xxxxxxx X. Xxxxxx, Xx.
Clerk
APC FUNDING CORP.
By: /s/ Xxxxxxx X. Xxxxxxxxx
-------------------------
Xxxxxxx X. Xxxxxxxxx
Secretary/Clerk
CITIZENS CORPORATION
By: /s/ Xxxxxxx X. Xxxxx
---------------------
Xxxxxxx X. Xxxxx
Secretary
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CITIZENS INSURANCE COMPANY
OF AMERICA
By: /s/ Xxxxx Xxxxxxxxxx-Xxxxxx
----------------------------
Xxxxx X. Xxxxxxxxxx-Xxxxxx
Secretary
CITIZENS INSURANCE
COMPANY OF ILLINOIS
By: /s/ Xxxxxxx X. Xxxxxx, Xx.
---------------------------
Xxxxxxx X. Xxxxxx, Xx.
Secretary
CITIZENS INSURANCE COMPANY
OF THE MIDWEST
By: /s/ Xxxxx X. Xxxxxxxxxx-Xxxxxx
------------------------------
Xxxxx X. Xxxxxxxxxx-Xxxxxx
Secretary
CITIZENS INSURANCE
COMPANY OF OHIO
By: /s/ Xxxxx X. Xxxxxxxxxx-Xxxxxx
-------------------------------
Xxxxx X. Xxxxxxxxxx-Xxxxxx
Secretary
CITIZENS MANAGEMENT INC.
By: /s/ Xxxxx X. Xxxxxxxxxx-Xxxxxx
-------------------------------
Xxxxx X. Xxxxxxxxxx-Xxxxxx
Secretary
FIRST ALLMERICA FINANCIAL
LIFE INSURANCE COMPANY
By: /s/ Xxxxxxx X. Xxxxxxxxx
-------------------------
Xxxxxxx X. Xxxxxxxxx
Secretary
GREENDALE SPECIAL
PLACEMENTS FUND
By: Allmerica Asset Management, Inc., Trustee
By: /s/ Xxxxx X. Xxxxxxxx III
--------------------------
Xxxxx X. Xxxxxxxx III
Clerk
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THE HANOVER AMERICAN
INSURANCE COMPANY
By: /s/ Xxxxxxx X. Xxxxxx, Xx.
---------------------------
Xxxxxxx X. Xxxxxx, Xx.
Secretary
THE HANOVER INSURANCE COMPANY
By: /s/ Xxxxxxx X. Xxxxxx, Xx.
---------------------------
Xxxxxxx X. Xxxxxx, Xx.
Secretary
HANOVER TEXAS INSURANCE
MANAGEMENT COMPANY, INC.
By: /s/ Xxxxxxx X. Xxxxxx, Xx.
---------------------------
Xxxxxxx X. Xxxxxx, Xx.
Secretary
HANOVER TEXAS INSURANCE MANAGEMENT
COMPANY, INC. ATTORNEY-IN-FACT FOR
HANOVER LLOYD'S INSURANCE COMPANY
By: /s/ Xxxxxxx X. Xxxxxx, Xx.
---------------------------
Xxxxxxx X. Xxxxxx, Xx.
Secretary
XXXXX XXXXX WATER
COMPANY, INC.
By: /s/ Xxxxxxx X. Xxxxxxxxx
-------------------------
Xxxxxxx X. Xxxxxxxxx
Secretary/Clerk
LLOYDS CREDIT CORP.
By: /s/ Xxxxxxx X. Xxxxxx, Xx.
---------------------------
Xxxxxxx X. Xxxxxx, Xx.
Clerk
MASSACHUSETTS BAY
INSURANCE COMPANY
By: /s/ Xxxxxxx X. Xxxxxx, Xx.
---------------------------
Xxxxxxx X. Xxxxxx, Xx.
Secretary
SMA FINANCIAL CORP.
By: /s/ Xxxxxxx X. Xxxxxxxxx
-------------------------
Xxxxxxx X. Xxxxxxxxx
Secretary/Clerk
00
XXXXXXXX XXXXXX, INC.
By: /s/ Xxxxx X. Xxxxxxxx III
--------------------------
Xxxxx X. Xxxxxxxx III
Secretary/Clerk
STERLING RISK MANAGEMENT
SERVICES, INC.
By: /s/ Xxxxxxx X. Xxxxxxxxx
-------------------------
Xxxxxxx X. Xxxxxxxxx
Secretary
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Allmerica Financial Corporation ("Parent")
AAM Growth & Income Fund L.L.C.
AAM High Yield Fund, L.L.C.
AAM Equity Fund
AFC CAPITAL TRUST I
Allmerica Asset Management, Inc.
Allmerica Benefits, Inc.
Allmerica Equity Index Pool
Allmerica Financial Alliance Insurance Company
Allmerica Financial Benefit Insurance Company
Allmerica Financial Insurance Brokers, Inc.
Allmerica Financial Life Insurance and Annuity Company
Allmerica Financial Services Insurance Agency, Inc.
Allmerica Funding Corp.
Allmerica Funds
Allmerica, Inc.
Allmerica Institutional Services, Inc.
Allmerica Investment Management Company, Inc.
Allmerica Investments, Inc.
Allmerica Investment Trust
Allmerica Plus Insurance Agency, Inc.
Allmerica Property & Casualty Companies, Inc.
Allmerica Securities Trust
Allmerica Services Corporation
Allmerica Trust Company, N.A.
AMGRO, Inc.
APC Funding Corp.
Citizens Corporation
Citizens Insurance Company of America
Citizens Insurance Company of Illinois
Citizens Insurance Company of the Midwest
Citizens Insurance Company of Ohio
Citizens Management Inc.
First Allmerica Financial Life Insurance Company
Greendale Special Placements Fund
The Hanover American Insurance Company
The Hanover Insurance Company
Hanover Texas Insurance Management Company, Inc.
Hanover Lloyd's Insurance Company
Xxxxx Xxxxx Water Company, Inc.
Lloyds Credit Corp.
Massachusetts Bay Insurance Company
SMA Financial Corp.
Somerset Square, Inc.
Sterling Risk Management Services, Inc.
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