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EXHIBIT 10.43
ADMINISTRATIVE SERVICES AGREEMENT
This Administrative Services Agreement (the "Agreement") is made as of
the 1st day of January, 2000, by and between AmerUs Life Holdings, Inc.
("Services Provider"), an Iowa corporation having its corporate offices at 000
Xxxxxx Xxxxxx, Xxx Xxxxxx, Xxxx 00000 and the following affiliated or subsidiary
companies: American Mutual Holding Company, an Iowa mutual insurance holding
company having its corporate offices at 000 Xxxxxx Xxxxxx, Xxx Xxxxxx, Xxxx
00000 ("AMHC"); AmerUs Group Co., an Iowa corporation having its corporate
offices at 000 Xxxxxx Xxxxxx, Xxx Xxxxxx, Xxxx 00000; AmerUs Home Equity, Inc.,
an Iowa corporation having its corporate offices at 0000 Xxxx Xxxxxx, Xxx
Xxxxxx, Xxxx 00000; AmerUs Mortgage, Inc., an Iowa corporation having its
corporate offices at 000 Xxxxxx xxxxxx, Xxx Xxxxxx, Xxxx 00000; AmerUs
Properties, Inc., an Iowa corporation having its corporate offices at 000 Xxxxxx
Xxxxxx, Xxx Xxxxxx, Xxxx 00000; AmerUs Capital Management Group, Inc. ("ACM"),
an Iowa corporation having its corporate offices at 000 Xxxxxx Xxxxxx, Xxx
Xxxxxx, Xxxx 00000; AmerUs Life Insurance Company ("AmerUs Life") an Iowa
corporation having its corporate offices at 000 Xxxxx Xxxxxx, Xxx Xxxxxx, Xxxx;
AmVestors Financial Corporation, a Kansas corporation having its corporate
offices at 000 Xxxxx Xxxxxx Xxxxxx, Xxxxxx, Xxxxxx 00000; Delta Life and Annuity
Company, an Iowa corporation having its corporate offices at 000 Xxxxx Xxxxxx,
Xxx Xxxxxx, Xxxx 00000 (collectively, the "AmerUs Companies" and, individually,
an "AmerUs Company").
WHEREAS, in the course of the operation and administration of the
business of the AmerUs Companies, an AmerUs Company may require certain services
from the Services Provider; and
WHEREAS, the AmerUs Companies desire to receive such services from the
Services Provider on the basis described in this Agreement.
NOW, THEREFORE, in consideration of the mutual promises and covenants
set forth herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties do hereby agree as
follows:
ARTICLE I. SERVICES TO BE PROVIDED
Section 1.01. For a period from the date hereof through December 31,
2002 (hereinafter referred to as the "Services Period") and from month to month
thereafter until terminated in accordance with the provisions contained in
Article V hereof, the Services Provider shall provide to each of the other
AmerUs Companies those services described in the Schedule of Services attached
hereto as Schedule I.
Section 1.02. The parties agree that any ancillary or support services
necessary or, in the usual and customary manner and the normal course of
business, associated with the specific services described in Schedule I shall be
deemed to be included in, and governed by, this Agreement unless specifically
excluded.
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Section 1.03. The parties agree that on sixty (60) days' prior written
notice to the AmerUs Company affected thereby, the Services Provider may modify
the services described in Schedule I pertaining to such company, provided that:
(a) Such modified services shall be equivalent to or better than the
services being replaced; and
(b) Each affected AmerUs Company consents to the modified services,
such consent not to be unreasonably withheld.
Section 1.04. The services provided by the Services Provider under this
Agreement shall be performed in a professional and commercially reasonable
manner consistent with industry standards and in accordance with applicable laws
and regulations.
Section 1.05. The services rendered by the Services Provider shall in
no way constitute the relinquishment of the management's responsibility of the
AmerUs Company receiving such service, which shall not be relieved of any
obligation or liability which it would otherwise be subject by law as a result
of those services being rendered.
ARTICLE II. ADEQUATE STAFF AND FACILITIES
Section 2.01. During the Service Period, the Services Provider shall
maintain adequate staff, support services and facilities as may be necessary to
perform its responsibilities under this Agreement.
ARTICLE III. RESPONSIBLE PERSONS
Section 3.01. Each of the AmerUs Companies shall each appoint in
writing one or more individuals who shall serve as contact person(s) for
purposes of the carrying out of this Agreement. Such contact person(s) shall be
authorized to act on behalf of their respective parties as to matters pertaining
to this Agreement.
ARTICLE IV. COMPENSATION
Section 4.01. In connection with the services to be performed under
this Agreement, the AmerUs Companies shall compensate the Services Provider as
set forth in this Article IV.
Section 4.02. For the services described in Schedule I, the AmerUs
Companies agree to pay to the Services Provider the compensation set forth in
Schedule II. Costs for each service will be allocated, using an appropriate
allocation mechanism (e.g., number of personnel for human resource services and
P.C. support services or mainframe run time for mainframe services) to each
service recipient in a manner that is consistent with the benefits received by
each service recipient. No provision of this Agreement shall require the payment
of any charges or fees in excess of the maximum approved by the Iowa Insurance
Division pursuant to Section 521A.5 of the Iowa Code and any such excess charges
or fees are hereby rescinded and shall not be considered to have been paid. Any
charges or fees determined to be in excess of those approved by the Iowa
Insurance Division shall be returned promptly by the service provider to the
service user.
Section 4.03. If an AmerUs Company determines that the services
performed hereunder are not satisfactory or that the fees charged are in excess
of those provided for in this Agreement,
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the affected AmerUs Company is hereby authorized to withhold payment for such
service until the matter in dispute is resolved or the fees charged are
substantiated or adjusted appropriately. Adjustments for errors and a final
settlement shall be made no more than sixty (60) days after this Agreement
terminates.
ARTICLE V. TERM AND TERMINATION
Section 5.01. Unless this Agreement is otherwise terminated according
to its provisions, the Service Provider shall be obligated to provide, and each
recipient of such services shall be obligated to pay for, the services described
in Schedule I during the Service Period.
Section 5.02. Except as otherwise provided in this Agreement, during
the Service Period or any extension thereof, an AmerUs Company may terminate
with respect to itself this Agreement at its option, at any time, upon ninety
(90) days' written notice to the Services Provider. In addition, the Services
Provider, upon ninety (90) days' written notice may terminate any one or more of
the services to be furnished hereunder by it, but such termination shall not be
deemed to terminate this Agreement in its entirety.
Section 5.03. This Agreement, or any service provided hereunder, may be
terminated or substantially reduced at any time by mutual consent of the
parties.
ARTICLE VI. MISCELLANEOUS
Section 6.01. This Agreement is the complete and exclusive statement of
the agreement between the parties and supersedes all prior agreements and
representations between them relating to the subject matter of this Agreement,
except as set forth in the Schedules. Subject to the prior approval of the Iowa
Insurance Division, this Agreement may be amended at any time by written
agreement of the parties.
Section 6.02. Any notice or other communication given pursuant to this
Agreement shall be given in writing to the other party at the address stated
herein or at such other address as such party shall specify by notice hereunder.
Such notice shall be conclusively deemed to be served when delivered personally
or three (3) calendar days after sending by registered mail or one (1) business
day after sending by telecopy or telex or similar electronic means.
Section 6.03. This Agreement and the rights and duties of the parties
shall be governed by and construed in accordance with the laws of the State of
Iowa, without regard to principles of conflicts of laws.
Section 6.04. No delay or failure by any party to exercise any of its
rights or remedies hereunder shall operate as a waiver thereof. Each party shall
reimburse the other parties for all expenses, including reasonable attorneys'
fees, incurred by the other party in exercising any of its rights or remedies
hereunder, or resulting from any default by the reimbursing party.
Section 6.05. This Agreement shall be binding upon the parties and
their respective successors and assigns and shall inure to the benefit of the
parties and to the benefit of their successors and assigns.
Section 6.06. Nothing herein contained is intended to confer upon any
person, other than the parties and their respective successors and assigns, any
rights, remedies, obligations or liabilities under or by reason of this
Agreement.
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IN WITNESS WHEREOF, the parties hereto have executed this
Administrative Services Agreement effective as of the day and year first above
written.
AMERUS LIFE HOLDINGS, INC. AMERICAN MUTUAL HOLDING COMPANY
By: s/ Xxxxx X. Xxxxxx By: s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx, Chairman, Xxxxx X. Xxxxxx, Chairman,
President and Chief President and Chief Executive
Executive Officer Officer
AMERUS GROUP CO. AMERUS HOME EQUITY, INC.
By: s/ Xxxxx X. Xxxxxx By: s/ Xxx Xxxxxxx
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Xxxxx X. Xxxxxx, Chairman, Xxx Xxxxxxx, President,
President and Chief
Executive Officer
AMERUS PROPERTIES, INC. AMERUS LIFE INSURANCE COMPANY
By: s/ Xxxx X. Xxxxxx By: s/ Xxxx X. XxXxxxx
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Xxxx X. Xxxxxx, President and Xxxx X. XxXxxxx, President and
Chief Executive Officer Chief Executive Officer
AMERUS CAPITAL MANAGEMENT AMVESTORS FINANCIAL CORPORATION
GROUP, INC.
By: s/ Xxxxxx X. Xxxxxxxx By: s/ Xxxx X. Xxxxx
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Xxxxxx X. Xxxxxxxx, President Xxxx X. Xxxxx, President and
and Chief Executive Officer Chief Executive Officer
DELTA LIFE AND ANNUITY
COMPANY
By: s/ Xxxx X. XxXxxxx
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Xxxx X. XxXxxxx, President and
Chief Executive Officer
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SCHEDULE I
Schedule of Services
Following is a description of each of the services that AmerUs Life
Holdings (ALH) provides to its subsidiaries:
1. Human Resources
Functions performed by ALH include corporate compensation,
management development, benefits, and payroll. The corporate
compensation function involves establishing compensation levels,
administering stock option programs, and implementing salary
programs. The benefits function revolves around policy setting,
negotiating with vendors, administering retiree benefits and pay,
and administering 401(k) and ESOP programs. Management development
involves the design and development of management training
programs, internship programs, and corporate orientation. The
payroll function includes account reconciliation, preparation of
W-2's, preparation of paychecks, and a variety of other activities.
2. Air Transportation
The AmerUs Group of companies lease a corporate airplane. The
corporate airplane is utilized to provide air transportation to
Company personnel for business purposes. The senior management,
investment, and distribution areas of the Company primarily utilize
the corporate airplane.
3. Legal
The services offered by the legal group include contract
structuring and review, structured finance activities, litigation
support (making strategic decisions and liaisons with outside
counsel), trademark protection, and other services.
4. Facilities Management
The facilities management group within ALH manages and maintains
the facilities that the Company and its affiliates occupy. This
group is responsible for drawing up and administering workspace
allocations and designs, managing leasehold improvements,
coordinating internal moves, and overseeing the maintenance
functions.
5. Tax
The tax function at ALH includes activities such as tax
compliance, tax research, planning and consulting, benefit and
pension services, and related activities.
6. Audit Services
Audit services include internal audit activities such as internal
control, EDP and operational reviews. Audit services also include
coordinating and providing assistance with the Company's external
audits and regulatory examinations.
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7. Communications
Communications services include activities such as the preparation
and publication of internal newsletters, human resource recruiting
materials, and training materials. The communications group is also
responsible for establishing and maintaining the Company's internal
and external web sites.
8. Printing and Supplies
Printing performs the function of printing internally produced
materials. Supplies is responsible for obtaining office and related
supplies.
9. Telecommunications
Services in this area include local telephone service,
analyst/technician services, clerical/switchboard assistance, and
installation services.
10. Mail
Activities in this area include collecting and sorting mail,
scanning and indexing insurance policy information, and other
related activities.
11. Mainframe and Personal Computer Support and Computer Programming
The computer services functions include administering, maintaining
and operating the mainframe computer, providing support for
personal computer and network applications and users, and offering
computer support for personal computer and network applications and
users, and offering computer programming services on a project
basis.
12. Strategic Management
ALH provides strategic management functions for the AmerUs Group of
companies. These services, the costs of which are captured in a
management fee charged to the other entities, include strategic
management, mergers and acquisitions strategy, and other activities
related to the strategic position of the Company.
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SCHEDULE II
Schedule of Fees
SERVICE ALLOCATION METHOD
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1. Human Resources Cost plus 7%
2. Air Transportation Cost plus 7%
3. Legal Cost plus 7%
4. Facilities Management Cost plus 7%
5. Tax Cost plus 7%
6. Audit Services Cost plus 7%
7. Communications Cost plus 7%
8. Printing and Supplies Cost plus 7%
9. Telecommunications Cost plus 7%
10. Mail Cost plus 7%
11. Mainframe and Personal Cost plus 7%
Computer Support and
Computer Programming
12. Strategic Management Cost plus 7%
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