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COST SHARING AGREEMENT
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THIS AGREEMENT is made by and between LINCOLN HERITAGE CORPORATION, a
Texas corporation (hereinafter referred to as "Lincoln") and NATIONAL
PREARRANGED SERVICES, INC., a Missouri corporation (hereinafter referred to
as "NPS").
WHEREAS, the administrative operations of Lincoln and NPS at times
include the same services; and
WHEREAS, the costs of providing such operations may be reduced by
combining efforts and jointly contracting for such services.
NOW, THEREFORE, in consideration of the mutual covenants and
agreements, hereinafter set forth, the parties hereby agree as follows:
1. Either party may agree to furnish, either directly or through
third parties engaged by such party, subject to reimbursement by the other
party as provided in paragraph 2, all or such part of the following services:
a. Marketing support services.
b. Actuarial, accounting, legal, underwriting, claim and
policy administration services, comprehensive investment services (including
mortgage loan and real estate investment services and security investment
services), electronic data processing, printing and reproduction services,
and such additional services as may be required in the conduct of business.
c. Office facilities, including related janitorial and utility
services.
d. Furniture, furnishings and equipment.
e. Telephone, telegraph and FAX facilities.
f. Normal mail service, including postage and normal messenger
services.
g. Record storage facilities.
h. Other services and privileges for employees and insurance
coverage such as employee group insurance, general liability and workers'
compensation.
2. The party not providing such services (the "non-contracting
party") agrees to reimburse the party providing such services (the
"contracting party") monthly for the cost of the
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services and facilities provided hereunder, the amount of such reimbursement
to be determined on one or more of the following basis:
a. The actual cost attributable to the non-contracting party's
use of the services rendered; or
b. The proportionate percentage of the cost of services
provided based upon time spent by the contracting party's personnel on the
non-contracting party's activities; or
c. Unit rates for specific services or functions which are
developed through combinations of one or more of the cost bases described in
items (a) and (b), above.
Settlement of any amounts owed by either party shall be paid within fifteen
(15) days of written notification of the amount owed.
3. Annually the board of directors of both parties shall agree on
the bases for determining the reimbursement method and shall set such method
for the following year. Should circumstances warrant, such bases may be
reviewed and changed more frequently than annually if both parties so agree.
4. It is understood and agreed that all charges to the
non-contracting party for services provided under this Agreement shall be
based upon the contracting party's actual costs without any allowance or
margin for profit to the contracting party.
5. This Agreement shall become effective as of April 1, 1998, and
shall continue in effect for a period of five (5) years commencing on the
date first above written and shall be automatically renewed for further
periods of three (3) years each unless a notice in writing to the contrary
shall have been sent to either party to the other party by postage prepaid
mail at least sixty (60) days prior to the end of the term or any renewals.
The termination of this Agreement shall not in any way affect any other
agreements between or among the parties hereto or any of their respective
subsidiaries or affiliates, including but not limited to any then existing
general agent contact or exclusivity agreement.
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EXECUTED on the dates shown opposite the signatures of the duly
authorized officers of the respective parties hereto.
LINCOLN HERITAGE CORPORATION
Date: June 1, 1998 By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, President
NATIONAL PREARRANGED SERVICES, INC.
Date: May 29, 1998 By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Chief Executive Officer and
Vice President
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