Exhibit 10.3
FORM OF
FIRST AMENDMENT TO
COST SHARING AGREEMENT
THIS FIRST AMENDMENT to that certain Cost Sharing Agreement, effective as of
January 1, 1995 (the "Agreement"), among Nationwide Mutual Insurance Company,
Nationwide Mutual Fire Insurance Company, Nationwide General Insurance Company,
Nationwide Property and Casualty Insurance Company, Nationwide Indemnity
Company, Nationwide Life Insurance Company, Nationwide Life and Annuity
Insurance Company, Wausau Lloyds, NEA Valuebuilder Investor Services, Inc.,
Public Employees Benefit Services Corp., and Nationwide Financial Institution
Distributors, Inc., formerly known as Financial Horizons Distributors Agency,
Inc. (collectively, the "Participating Companies"), is made and entered into as
of the ____ day of ______________________, 1997.
For good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Participating Companies and Nationwide Financial
Services, Inc. hereby agree to the following:
A. Nationwide Financial Services, Inc. shall be added as a party to the
Agreement, effective as of _________________________, 1997.
B. All other terms and conditions of the Agreement, a true and complete copy
of which is attached hereto as Exhibit A, shall remain in full force and
effect.
IN WITNESS WHEREOF, the undersigned parties have caused this First Amendment to
be duly entered into and executed.
NATIONWIDE MUTUAL INSURANCE COMPANY
By: __________________________________________
Its: __________________________________________
1
NATIONWIDE MUTUAL FIRE INSURANCE COMPANY
By: _____________________________________
Its: _____________________________________
NATIONWIDE GENERAL INSURANCE COMPANY
By: _______________________________________
Its: ______________________________________
NATIONWIDE PROPERTY AND CASUALTY
INSURANCE COMPANY
By: _______________________________________
Its: ______________________________________
NATIONWIDE INDEMNITY COMPANY
By: ________________________________________
Its: _______________________________________
2
NATIONWIDE LIFE INSURANCE COMPANY
By: _____________________________________
Its: ____________________________________
NATIONWIDE LIFE AND ANNUITY
INSURANCE COMPANY
By: ______________________________________
Its: _____________________________________
WAUSAU LLOYDS
By: _____________________________________
Its: ____________________________________
NEA VALUEBUILDER INVESTOR SERVICES, INC.
By: ______________________________________
Its: _____________________________________
3
PUBLIC EMPLOYEES BENEFIT SERVICES CORP.
By: _______________________________________
Its: ______________________________________
NATIONWIDE FINANCIAL INSTITUTION
DISTRIBUTORS, INC.
By: _______________________________________
Its: ______________________________________
NATIONWIDE FINANCIAL SERVICES, INC.
By: _______________________________________
Its: ______________________________________
4
EXHIBIT A
COST SHARING AGREEMENT
Participating Companies: Nationwide Mutual Insurance Company (NMIC), Nationwide
------------------------
Mutual Fire Insurance Company (NMFIC), Nationwide General Insurance Company
(NGI), Nationwide Property and Casualty Insurance Company (NPC), Nationwide
Indemnity Company (NIC), Nationwide Life Insurance Company (NLIC), Nationwide
Life and Annuity Insurance Company (NLAIC), Wausau Lloyds (WL) NEA Valuebuilder
Investor Services, Inc. (NEA), Public Employees Benefit Services Corp. (PEBSCO),
and Financial Horizons Distributors Agency, Inc. (FHDAI).
Whereas the Participating Companies are all members of the Nationwide Group and
Whereas the Participating Companies desire to properly distribute and allocate
expenses equitably among themselves.
Now theretofore, the Participating Companies agree with respect to the
allocation and sharing of expenses as follows:
1. All expenses of the Participating Companies will be paid by the respective
Operating Units or NMIC. Expenses paid by the Operating Units will be
charged and billed to NMIC to be included in the pool of expenses to be
allocated. Management may determine that an expense item is 100%
chargeable to a specific company and may elect to exclude said expense from
this agreement. Estimated settlements will be executed on a weekly and
monthly basis as appropriate to maintain equity of cash flow. Each
quarter, the actual settlement will occur taking into account the estimated
settlements.
2. All expenses will be allocated to the Participant Companies based on
standard allocation techniques and procedures acceptable under general cost
accounting techniques and procedures and also in accordance with NAIC
guidelines.
3. The Participating Companies shall maintain expenses in sufficient detail so
as to facilitate proper allocations to company, state, and line of
business.
4. The following methods or some combination thereof shall be used as
appropriate to allocate expenses to the Participating Companies.
a. Special Cost Studies
b. Direct Written Premiums
c. Commissions
d. Claim Counts (e.g. Open, Closed, and Closed w/o Pay)
e. Individual Time Estimates
f. Policies in Force
g. Any other method agreed to by the Participating Companies that is within
industry guidelines and acceptable practices.
5. The Office of Finance shall be responsible for allocation of expenses among
the Participating Companies. This Office may seek input from other areas
but will make the ultimate decision regarding the allocation of expenses.
It shall be the Office of Finance's responsibility to maintain fairness and
equality of expense allocations and to ensure that allocations are within
acceptable industry practice and NAIC guidelines.
6. If a dispute arises between the Participating Companies regarding the
allocation of expenses and cannot be resolved between the parties and the
Office of Finance, the Presidents of the Participating Companies can, at
their option, negotiate an agreement. The Office of Finance shall ensure
that the resolution is within the above cited guidelines.
7. This agreement shall be effective January 1, 1995.
In witness thereof, the following officers of the Participating Companies
signify their acceptance by signing this agreement on this 17th day of July,
1995.
Nationwide Mutual Insurance Company
/s/ X.X. Xxxxxx
-------------------------------------------------
By: X.X. Xxxxxxx
Vice President, Property/Casualty Controller
Nationwide Mutual Fire Insurance Company
/s/ X.X. Xxxxxx
-------------------------------------------------
By: X.X. Xxxxxxx
Vice President, Property/Casualty Controller
Nationwide General Insurance Company
/s/ X.X. Xxxxxx
-------------------------------------------------
By: X.X. Xxxxxxx
Vice President, Property/Casualty Controller
Nationwide Property and Casualty Insurance Company
/s/ X.X. Xxxxxx
-------------------------------------------------
By: X.X. Xxxxxxx
Vice President, Property/Casualty Controller
Nationwide Indemnity Company
/s/ X.X. Xxxxxx
-------------------------------------------------
By: X.X. Xxxxxx
Executive Vice President - Chief Financial Officer
Nationwide Life Insurance Company
/s/ D.A. Diamond
-------------------------------------------------
By: D.A. Diamond
Vice President, Life Controller
Nationwide Life and Annuity Insurance Company
/s/ D.A. Diamond
-------------------------------------------------
By: D.A. Diamond
Vice President, Life Controller
Wausau Lloyds
/s/ X.X. Xxxxxx
-------------------------------------------------
By: X.X. Xxxxxx
Attorney-In-Fact
NEA Valuebuilder Investor Services, Inc.
/s/ X.X. Xxxxxx
-------------------------------------------------
By: X.X. Xxxxxx
Executive Vice President - Chief Financial Officer
Public Employees Benefit Services Corp.
/s/ X.X. Xxxxxx
-------------------------------------------------
By: X.X. Xxxxxx
Executive Vice President - Chief Financial Officer
Financial Horizons Distributors Agency, Inc.
/s/ X.X. Xxxxxx
-------------------------------------------------
By: X.X. Xxxxxx
Executive Vice President - Chief Financial Officer
