Exhibit 10(iii)
AMENDMENT TO COST SHARING AGREEMENT
(PARENT TO SUBSIDIARIES)
THIS AMENDMENT ("Amendment"), effective as of February 1, 2012 (the "Effective
Date"), amends Cost Sharing Agreement (Subsidiaries to Parent) effective January
1, 2008 (the "Agreement"), by and between CUNA Mutual Insurance Society, now
known as, CMFG LIFE INSURANCE COMPANY ("Parent") and its subsidiaries, and is
entered into by Parent, Subsidiaries, CUNA Mutual Holding Company ("CM Holding")
and CUNA Mutual Financial Group, Inc.("CM Financial").
WHEREAS, this Amendment is fully incorporated into the Agreement; capitalized
terms used in this Amendment, and not otherwise defined herein, will have the
meanings set forth in the Agreement; and
WHEREAS, Parent was reorganized into a mutual holding company structure in which
CM Holding and its direct wholly-owned subsidiary, CM Financial were formed and
Parent and Subsidiaries became the direct and indirect wholly-owned subsidiaries
of CM Financial; and
WHEREAS, CM Financial and CM Holding wish to become parties to the Agreement;
NOW, THEREFORE, in consideration of the responsibilities respectively assumed by
the parties under the terms and conditions of the Agreement, the parties hereto
intending to be legally bound hereby agree that the provisions of this Addendum
shall control the terms and conditions of the Agreement to the extent set forth
herein:
1. CM Holding and CM Financial each agree to become a party to the
Agreement, each as a Subsidiary (as defined in the Agreement), and accept all
applicable terms and conditions of the Agreement, and shall be bound by all of
the obligations and entitled to the rights of a Subsidiary thereunder.
All other terms and conditions of the Agreement not materially affected by this
Amendment shall remain in full force and effect.
[SIGNATURE PAGE FOLLOWS]
(C) CUNA Mutual Group. All Rights CUNA Mutual Group Confidential
Reserved. -1- Information
IN WITNESS WHEREOF, the parties have caused this Amendment to the Cost Sharing
Agreement (Parent to Subsidiaries) to be executed by their duly-authorized
representatives on the Effective Date set forth above.
CMFG LIFE INSURANCE COMPANY CUNA MUTUAL HOLDING COMPANY
By: /s/ Xxxxx Xxxxxxxx By: /s/ Xxxxxxxx Xxxxx
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Print Name: Xxxxx Xxxxxxxx Print Name: Xxxxxxxx Xxxxx
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Title: VP, Corporate Treasurer Title: EVP, Chief Financial Officer
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CUNA MUTUAL FINANCIAL GROUP, INC.
By: /s/ Xxxxxx Xxxxxx
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Print Name: Xxxxxx Xxxxxx
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Title: SVP, Chief Accounting Officer
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(C) CUNA Mutual Group. All Rights CUNA Mutual Group Confidential
Reserved. -2- Information
COST SHARING AGREEMENT
(PARENT TO SUBSIDIARIES)
THIS COST SHARING AGREEMENT (this "Agreement") is effective as of January 1,
2008 (the "Effective Date"), and replaces all previous Cost Sharing Agreements
and Addendums, as amended and restated, between CUNA MUTUAL INSURANCE SOCIETY
("Parent") on behalf of itself and its subsidiaries not specifically a party to
this Agreement and the following subsidiaries: CUMIS SPECIALTY INSURANCE
COMPANY, INC., CUMIS INSURANCE SOCIETY, INC., MEMBERS LIFE INSURANCE COMPANY and
CUNA MUTUAL GROUP HOLDINGS EUROPE, LTD. ("Hold Co" which shall, for purposes of
this Agreement, include all current European subsidiaries of Hold Co and any
future subsidiaries added to the European holding company structure). Hold Co
makes and enters into this Agreement on its own behalf and on behalf of its
subsidiaries and affiliates including, but not limited to, CUNA Mutual Group
Services (Ireland) Limited.
All of the aforementioned subsidiaries, as well as the subsidiaries not
specifically a party to this Agreement, shall individually be referred to herein
as a "Subsidiary" and collectively be referred to herein as the "Subsidiaries."
The Parent and Subsidiaries may sometimes be collectively referred to in this
Agreement as the "Parties."
The Parties acknowledge that this Agreement is based on the following:
A. Parent is a leader in providing insurance and services to credit unions
around the world.
B. Parent has been providing market access and personnel services to the
Subsidiaries for years on the terms substantially similar to those set
forth in this Agreement and the Parties desire to enter into this
Agreement to renew their arrangements.
NOW, THEREFORE, for good and valuable consideration, including the mutual
covenants contained in this Agreement, the receipt and sufficiency of which are
hereby acknowledged, the Parties, intending to be legally bound, agree as
follows:
1. OFFICE AND PERSONNEL SERVICES. Parent shall provide each Subsidiary with
any service that Parent is performing for itself or is otherwise willing
to perform for a Subsidiary, as requested or as necessary, for the
operation of the Subsidiary including employee services, mail services,
cafeteria services, office space, supplies and equipment.
2. MARKET SERVICES. Parent shall perform various market development and
enhancement services for the benefit of itself and the Subsidiaries as
Parent deems desirable or necessary.
3. COMPENSATION FOR SERVICES. Parent shall monthly allocate all costs,
including overhead and employee support type costs, incurred in
connection with its performance of services pursuant to this Agreement
among itself and the Subsidiaries based upon a mutually agreed upon
allocation method taking into account any appropriate time allocations,
item allocations, number of employees, special studies and any other
basis, Each Subsidiary shall pay Parent for its share of Parent's costs
no more than forty-five (45) days after the end of the month in which
such costs are incurred.
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed
by their authorized representatives.
CUNA MUTUAL INSURANCE SOCIETY CUNA MUTUAL GROUP HOLDINGS EUROPE, LTD.
CUMIS INSURANCE SOCIETY, INC.
MEMBERS LIFE INSURANCE COMPANY
CUMIS SPECIALTY INSURANCE COMPANY, INC.
By: /s/ Xxxxxx X. Xxxx By: /s/ Xxxxxxx X. Xxxxxxxxxxx
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Xxxxxx X. Xxxx, Assistant Treasurer Xxxxxxx X. Xxxxxxxxxxx, Director
Date: 5/28/08 Date: 5/22/2008
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(C) CUNA Mutual Group. All Rights CUNA Mutual Group Confidential
Reserved. Information
