<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities and Exchange Act of 1934
February 11, 1994
_________________________________________________________________
Date of Report (Date of earliest event reported)
I.C.H. Corporation
_________________________________________________________________
(Exact name of Registrant as specified in its charter)
Delaware 1-7697 43-6069928
_________________________________________________________________
(State or other jurisdiction (Commission (IRS employer
of incorporation file no.) identification no.)
100 Mallard Creek Road, Louisville, Kentucky 40207
_________________________________________________________________
(Address of principal executive offices, including zip code)
(502) 894-2100
_________________________________________________________________
(Registrant's telephone number, including area code)
Not Applicable
_________________________________________________________________
(Former name or former address, if changed since last report)
The Exhibit Index appears on pages 5-6.
<PAGE>
Item 1. Change in Control of Registrant.
The following transactions (collectively, the "Transactions") were
consummated on February 11, 1994:
1. I.C.H. Corporation (the "Company") repurchased from its
controlling stockholder, Consolidated National Corporation ("CNC"),
the 100,000 shares (100%) of Class B Common Stock held by CNC at a
price of $5 per share ($500,000 in the aggregate), automatically
converting the Class B Common Stock into Common Stock held in
treasury, pursuant to that certain Stock Purchase Agreement, dated
January 15, 1994, between the Company and CNC;
2. CNC, and its subsidiary, Consolidated Fidelity Life
Insurance Company ("CFLIC"), sold to Stephens Inc. ("Stephens") a
total of 4,456,820 shares of Common Stock of the Company at a price
of $5 per share ($22,284,100 in the aggregate), pursuant to that
certain Stock Purchase Agreement, dated January 15, 1994, among the
Company, CNC, CFLIC, Robert T. Shaw, C. Fred Rice and Stephens;
3. CNC and CFLIC sold to Torchmark Corporation ("Torchmark")
a total of 4,677,243 shares of Common Stock of the Company at a
price of $5 per share ($23,386,215 in the aggregate), pursuant to
that certain Stock Purchase Agreement, dated January 15, 1994,
among the Company, CNC, CFLIC, Robert T. Shaw, C. Fred Rice and
Torchmark, as amended by that certain Amendment to Stock Purchase
Agreement, dated February 11, 1994; and
4. ICH and CNC terminated the Management and Consulting
Agreement, dated December 27, 1984, to which they are parties; ICH
entered into an Independent Contractor and Services Agreement with
each of Robert T. Shaw and C. Fred Rice, each of whom is an
officer, director and stockholder of CNC; and ICH and CNC and
Messrs. Shaw and Rice executed a Mutual Release.
In conjunction with the closing of the Transactions, Jon E.M.
Jacoby, the designee of Stephens, and Keith A. Tucker, the designee
of Torchmark, became directors of the Company, filling the two
vacancies that existed on the Board of Directors. The Company has
agreed with each of Torchmark and Stephens (each a "Purchaser")
that so long as the Purchaser owns at least 5% of the outstanding
Common Stock of the Company, the Company will nominate and will
exercise its best efforts to secure the election of one person
designated by such Purchaser as a director of the Company. See the
Stock Purchase Agreements incorporated by reference as Exhibits 1
and 2 to this Report. In addition, pursuant to the Stock Purchase
Agreements, the Company has amended its Bylaws to remove the
requirement that the number of directors of the Company be an
integral of four, and has agreed to use its reasonable best
efforts to amend its Certificate of Incorporation to delete all
references to Class B Common Stock.
<PAGE>
Immediately prior to the closing of the Transactions the Company
had outstanding the following classes (or series) of stock entitled
to vote in the election of directors: Class B Common Stock, which
was entitled to elect 75% of the directors of the Company; and
Common Stock and Series 1984-A Preferred Stock, which, voting
together as a single class, were entitled to elect the remaining
25% of the Company's Board of Directors. As a result of the
ownership of the Class B Common Stock, 10,723,640 shares of Common
Stock and all of the outstanding shares of Series 1984-A Preferred
Stock of the Company, CNC, CNC's stockholders, Robert T. Shaw and
C. Fred Rice, and CNC's subsidiary, Consolidated Fidelity Life
Insurance Company ("CFLIC"), held 80.84% of the voting power in the
election of directors of the Company, immediately prior to the
Transactions.
As a result of the Transactions, the Class B Common Stock automati-
cally converted to Common Stock held in treasury, the stock
certificates pertaining to the Class B Common Stock were canceled,
and the Company is no longer authorized to issue Class B Common
Stock. Based on the filings made by them pursuant to Section 13(d)
of the Securities Exchange Act of 1934, following the consummation
of the Transactions on February 11, 1994:
CNC, Messrs. Shaw and Rice and CFLIC beneficially owned
3,334,119 shares of Common Stock of the Company (6.73%);
Torchmark beneficially owned 4,677,243 shares of the outstand-
ing Common Stock of the Company (9.78%); and
Stephens beneficially owned 4,662,312 shares of the outstand-
ing Common Stock of the Company (9.74%).
CNC, CFLIC and the Company are also parties to an Agreement, dated
June 15, 1993, as amended by letter agreement dated January 10,
1994, based on which the recapture of the insurance business
reinsured by CFLIC is being negotiated. In connection with the
transactions contemplated by that Agreement, which the parties have
agreed will close by May 30, 1994, CFLIC will dispose of all of the
equity securities of the Company it owns, thereby reducing the
number of shares of Common Stock beneficially owned by CNC and
Messrs. Shaw and Rice to 1,000,000.
Item 7. Financial Statements, Pro Forma Financial Information,
and Exhibits.
The description of the documents in the Index of Exhibits on
pages 5 and 6 of this Current Report on Form 8-K is incorporated by
reference.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this Report to be signed on
its behalf by the undersigned hereunto duly authorized.
I.C.H. Corporation
By: /s/ John T. Hull
________________________________
John T. Hull, Executive Vice
President and Treasurer
Date: February 22, 1994
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Sequential
Exhibit No. Document Description Page No.
<S> <C> <C>
1 Stock Purchase Agreement, dated
January 15, 1994, among Consoli-
dated National Corporation, Con-
solidated Fidelity Life Insurance
Company, Robert T. Shaw, C. Fred
Rice, I.C.H. Corporation and
Torchmark Corporation (incorporated
by reference to Exhibit No. 1 of
the Form 8-K of I.C.H. Corpora-
tion dated January 15, 1994)
2 Stock Purchase Agreement, dated
January 15, 1994, among Consoli-
dated National Corporation, Con-
solidated Fidelity Life Insurance
Company, Robert T. Shaw, C. Fred
Rice, I.C.H. Corporation and
Stephens, Inc. (incorporated
by reference to Exhibit No. 2 of
the Form 8-K of I.C.H. Corpora-
tion dated January 15, 1994)
3 Stock Purchase Agreement, dated
January 15, 1994, between Consol-
idated National Corporation and
I.C.H. Corporation (incorporated
by reference to Exhibit No. 3 of
the Form 8-K of I.C.H. Corpora-
tion dated January 15, 1994)
4 Letter, dated January 15, 1994,
from I.C.H. Corporation to
Robert T. Shaw (incorporated
by reference to Exhibit No. 4 of
the Form 8-K of I.C.H. Corpora-
tion dated January 15, 1994)
5 Letter, dated January 15, 1994,
from I.C.H. Corporation to
Robert T. Shaw (incorporated
by reference to Exhibit No. 5 of
the Form 8-K of I.C.H. Corpora-
tion dated January 15, 1994)
6 Letter, dated January 15, 1994,
from I.C.H. Corporation to Con-
solidated National Corporation
<PAGE>
(incorporated by reference to
Exhibit No. 6 of the Form 8-K
of I.C.H. Corporation dated
January 15, 1994)
7 Independent Contractor and 7
Services Agreement, dated
February 11, 1994, between
I.C.H. Corporation and
Robert T. Shaw
8 Independent Contractor and 13
Services Agreement, dated
February 11, 1994, between
I.C.H. Corporation and
C. Fred Rice
9 Mutual Release, dated 19
February 11, 1994, among I.C.H.
Corporation and Consolidated
National Corporation, Robert
T. Shaw, C. Fred Rice and
Edward J. Carlisle
10 Amendment to Stock Purchase Agree- 22
ment, dated February 11, 1994,
among Consolidated National
Corporation, Consolidated
Fidelity Life Insurance Company,
Robert T. Shaw, C. Fred Rice,
I.C.H. Corporation and Torchmark
Corporation, amending the agreement
referenced as Exhibit No. 1 above
</TABLE>
<PAGE>
EXHIBIT NO. 7
INDEPENDENT CONTRACTOR AND SERVICES AGREEMENT
This Independent Contractor and Services Agreement (this
"Agreement") is made and entered into as of February 11, 1994, by
and between I.C.H. Corporation, a Delaware corporation (the
"Company"), and Robert T. Shaw ("Shaw").
IN CONSIDERATION of the premises and mutual covenants
contained herein, and for good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged, the Company
and Shaw hereby agree as follows:
1. Retention. The Company hereby agrees to retain Shaw to
perform, and Shaw hereby agrees to perform, the services described
in Section 6 hereof.
2. Compensation. In consideration of past services rendered
by Shaw to the Company prior to the date hereof, the Company is
paying to Shaw, concurrently with the execution and delivery of
this Agreement, $1,222,000 cash. In consideration of the services
to be performed by Shaw hereunder, the Company agrees to pay to
Shaw an annual fee, payable in cash as follows: $800,000 for each
of the first through fifth years of this Agreement; $575,000 for
the sixth year of this Agreement; and $75,000 for each of the
seventh through tenth years of this Agreement (with such fee for
the first year being due upon the execution and delivery of this
Agreement and such fee for each ensuing year being due on the first
business day of each such year). Unless required by law or
regulation, the Company shall not withhold any amounts, for taxes
or otherwise, from any payments made to Shaw pursuant to this
Section 2.
3. Reimbursement of Expenses. The Company shall reimburse
Shaw promptly for all reasonable out-of-pocket expenses incurred by
Shaw in connection with (i) any business opportunities identified
by Shaw and pursued by the Company, and (ii) any services provided
at the Company's request, it being understood that any such
expenses shall be reimbursed in accordance with the Company's
expense reimbursement policies for senior executives, as such
policies may be amended from time to time.
4. Benefits. During the term of this Agreement, the Company
shall provide to Shaw those employee benefits available from time
to time to the Company's senior executive officers (including life
and health insurance), other than awards made pursuant to stock
option, bonus or other compensation plans; provided that the
Company shall not be obligated to afford Shaw coverage under any
benefit plan if such coverage would be in violation of the terms of
the plan or applicable law. Shaw's present spouse and present
dependents shall also be afforded such benefits during the term of
<PAGE>
this Agreement; provided that (i) such coverage is not in violation
of the terms of the subject benefit plan or applicable law and (ii)
one or more of the cash payments provided for in Section 2 are
reduced, or the Company receives cash payments from Shaw, in such
amounts as are mutually agreed to by Shaw and the Chief Executive
Officer of the Company as the value of such coverage. The Company
agrees that Shaw is immediately and fully vested under all existing
employee benefit plans which are applicable to Shaw. In addition,
with respect to vesting requirements under any future employee
benefit plans applicable to Shaw hereunder, Shaw will receive
service credit for all years during which Shaw has been an
executive officer or director of the Company and all years during
which Shaw has performed services under this Agreement. Following
termination of this Agreement, (i) Shaw shall be entitled to all
retirement benefits afforded retired senior executive officers of
the Company, (ii) Shaw and his present wife and present dependents
shall be permitted, for as long as they live, to continue the full
amount of any Company health insurance coverage in effect at the
time this Agreement is terminated, and (iii) Shaw shall be
permitted to continue his term life insurance coverage in the face
amount of not less than one million dollars. Notwithstanding the
foregoing, the Company shall not be obligated to provide Shaw with
the health and life insurance coverage described in the preceding
sentence unless (i) such coverage can be obtained by the Company
through reasonable efforts and (ii) Shaw reimburses the Company, as
billed, for all costs and expenses incurred by it in providing such
coverage.
5. Support Services. During the term of this Agreement, the
Company will provide Shaw office space and secretarial support on
terms to be mutually agreed upon by Shaw and the Chief Executive
Officer of the Company, it being understood that all costs and
expenses incurred by the Company in providing office space (other
than the office space presently provided to Shaw by the Company for
as long as the Company shall maintain offices in that location) and
secretarial services shall be deducted from the payments to Shaw
provided in Section 2.
6. Services to Be Performed. During the term of this
Agreement, Shaw will attempt to identify business opportunities in
the insurance industry which, in the judgment of Shaw, may be
suitable for the Company and will notify the Company of any
opportunities so identified. If the Company does not elect to
pursue an opportunity so identified by Shaw within 30 days of such
notice, then Shaw shall be free to capitalize on such opportunity
as he may elect in his sole discretion. Without limiting the
foregoing, Shaw may capitalize on any such opportunity which the
Company does not elect to pursue by developing such opportunity (by
himself or with others), through investment or otherwise, and/or by
transferring such opportunity to others (with or without consider-
ation paid to Shaw in connection with such transfer). Shaw also
will make himself available during the term of this Agreement to
<PAGE>
consult with the Company regarding such other matters as the
Company may reasonably request. On each anniversary date of this
Agreement, the Company will review Shaw's performance of services
hereunder during the immediately preceding year and may issue to
Shaw, in respect of such services, such number of warrants to
acquire common stock of the Company as the Company may determine in
its sole discretion. The terms and conditions of any such warrants
shall be determined by the Company in its sole discretion.
7. Limitation on Employment. During the term of the
Agreement, absent the consent of the Company (which will not be
unreasonably withheld), Shaw may not serve as an officer, director,
or employee of any insurance company (other than Consolidated
Fidelity Life Insurance Company and/or its affiliates).
8. Nature of Relationship. It is agreed and understood that
Shaw is associated with the Company only for the purposes and to
the extent set forth herein and that Shaw's relationship to the
Company shall, during the period or periods of Shaw's association
and his performance of services hereunder, be that of an indepen-
dent contractor. Although there shall be no minimum number of
hours required to be spent by Shaw in the performance of such
services, Shaw will make himself available at reasonable times to
perform the services hereunder and to consult with the Company
regarding such matters as the Company may reasonably request. The
parties acknowledge that Shaw shall be free to pursue his other
business and personal interests to the extent such interests do not
involve activities prohibited by Section 7 hereof. The Company
acknowledges that the pursuit or development by Shaw of opportuni-
ties identified by Shaw to the Company but which the Company does
not elect to pursue may present a conflict with the interests of
the Company. Nevertheless, Shaw shall be permitted to pursue and
develop such opportunities as if no such conflict existed.
9. Term and Termination. This Agreement shall terminate on
the date that is ten (10) years following the date hereof (the
"Scheduled Termination Date"). The Company shall not be permitted
to terminate this Agreement prior to the Scheduled Termination Date
for any reason. In the event that, notwithstanding the foregoing,
this Agreement is terminated by operation of law prior to the
Scheduled Termination Date, other than as the result of the death
of Shaw (whether as a result of disability, incapacity, insolvency,
bankruptcy, or otherwise), the Company shall, to the extent
permitted by law, continue to pay to Shaw the compensation and
benefits provided by this Agreement as if this Agreement had not
been so terminated. In the event of the death of Shaw, this
Agreement shall terminate automatically, and the Company shall pay
to the estate of Shaw a lump sum cash payment equal to the present
value of the remaining aggregate annual compensation which would
have been payable to Shaw for all remaining years under this
Agreement had this Agreement not been so terminated. The "present
value" of such compensation shall be determined by discounting the
<PAGE>
remaining scheduled payments in accordance with generally accepted
financial practice at an annual discount rate of eight percent
(8%). Upon the making of such lump sum payment, all further
liability of the Company under this Agreement shall cease. In
addition, the provisions of the last two sentences of Section 4 and
Sections 10 through 20 of this Agreement shall survive, for an
indefinite period, any termination of this Agreement.
10. Indemnification. The Company shall indemnify Shaw
against any and all claims, losses, damages, liabilities, expenses
(including legal fees and expenses), obligations, demands,
proceedings, rights, causes of action, actions, and suits of any
nature whatsoever (collectively, "Claims") which may hereafter be
imposed on, incurred by, or entered or asserted against Shaw by
reason of this Agreement or the services performed or to be
performed hereunder, other than claims resulting from acts
involving negligence, willful malfeasance, bad faith or reckless
disregard of his duties by Shaw.
11. Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Texas
applicable to contracts made and to be performed in such state.
12. Binding Agreement; Assignment. This Agreement and all
provisions contained herein shall be binding upon and inure to the
benefit of the parties hereto and their respective representatives,
successors and assigns, provided, however that neither party may
assign its rights or obligations hereunder without the prior
written consent of the other party hereto.
13. Captions. The captions, headings and arrangements used
in this Agreement are for convenience only and do not in any way
affect, limit, amplify, or modify the terms and provisions hereof.
14. Notices. Any notice required by this Agreement, shall be
considered given upon receipt if a written copy is sent by United
States certified mail, return receipt requested, and addressed as
follows:
If to the Company: I.C.H. Corporation
Lincoln Plaza
500 N. Akard, Suite 1204
Dallas, Texas 75221
Attn: Robert L. Beisenherz
With a copy to: I.C.H. Corporation
100 Mallard Creek Road
Louisville, Kentucky 40205
Attn: General Counsel
<PAGE>
If to Shaw: Robert T. Shaw
784 Harrington Lake Drive North
Venice, Florida 34293
With a copy to: Weil, Gotshal & Manges
100 Crescent Court, Suite 1300
Dallas, Texas 75201-6950
Attn: Thomas A. Roberts
A party may change its or his address by giving written notice
to the other party hereto, which notice shall be effective upon
actual receipt.
15. Invalid Provisions. If any provision of this Agreement
is held to be illegal, invalid, or unenforceable under present or
future laws effective during the term of this Agreement, such
provision shall be fully severable; this Agreement shall be
construed and enforced as if such illegal, invalid, or unenforce-
able provision had never comprised a part of this Agreement; and
the remaining provisions of this Agreement shall remain in full
force and effect and shall not be affected by the illegal, invalid,
or unenforceable provision or by its severance from this Agreement.
Furthermore, in lieu of each such illegal, invalid, or unenforce-
able provision there shall be added automatically as part of this
Agreement, a provision as similar in terms to such illegal,
invalid, or unenforceable provision as may be possible and be
legal, valid, and enforceable.
16. Amendments. This Agreement may be amended at any time
and from time to time in whole or in part by an instrument in
writing setting forth the particulars of such amendment duly
executed by both the Company and Shaw.
17. Entire Agreement. This Agreement constitutes the entire
understanding between the parties hereto with respect to the
subject matter hereof and supersedes all prior agreements or
understandings if any, relating to the subject matter hereof.
18. Number and Gender. Whenever herein the singular number
is used, the same shall include the plural where appropriate, and
the words of any gender shall include each other gender where
appropriate.
19. Waiver. The waiver by any party hereto of a breach of
any provision of this Agreement shall not operate or be construed
as a waiver of any subsequent breach by any party.
20. Counterparts. This Agreement may be executed in two or
more identical counterparts, each of which for all purposes shall
be deemed an original, and all of which shall constitute, collec-
tively, one agreement; but in making proof of this Agreement, it
<PAGE>
shall not be necessary to produce or account for more than one such
counterpart.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed and delivered as of the date first
above written.
I.C.H. CORPORATION
BY: /s/ Robert L. Beisenherz
______________________________
TITLE: Chairman, Chief Executive
Officer and President
SHAW
/s/ Robert T. Shaw
_________________________________
ROBERT T. SHAW
<PAGE>
EXHIBIT NO. 8
INDEPENDENT CONTRACTOR AND SERVICES AGREEMENT
This Independent Contractor and Services Agreement (this
"Agreement") is made and entered into as of February 11, 1994, by
and between I.C.H. Corporation, a Delaware corporation (the
"Company"), and C. Fred Rice ("Rice").
IN CONSIDERATION of the premises and mutual covenants
contained herein, and for good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged, the Company
and Rice hereby agree as follows:
1. Retention. The Company hereby agrees to retain Rice to
perform, and Rice hereby agrees to perform, the services described
in Section 6 hereof.
2. Compensation. In consideration of past services rendered
by Rice to the Company prior to the date hereof, the Company is
paying to Rice, concurrently with the execution and delivery of
this Agreement, $778,000 cash. In consideration of the services to
be performed by Rice hereunder, the Company agrees to pay to Rice
an annual fee, payable in cash as follows: $600,000 for each of
the first through fifth years of this Agreement; $500,000 for the
sixth year of this Agreement; and $50,000 for each of the seventh
through tenth years of this Agreement (with such fee for the first
year being due upon the execution and delivery of this Agreement
and such fee for each ensuing year being due on the first business
day of each such year). Unless required by law or regulation, the
Company shall not withhold any amounts, for taxes or otherwise,
from any payments made to Rice pursuant to this Section 2.
3. Reimbursement of Expenses. The Company shall reimburse
Rice promptly for all reasonable out-of-pocket expenses incurred by
Rice in connection with (i) any business opportunities identified
by Rice and pursued by the Company, and (ii) any services provided
at the Company's request, it being understood that any such
expenses shall be reimbursed in accordance with the Company's
expense reimbursement policies for senior executives, as such
policies may be amended from time to time.
4. Benefits. During the term of this Agreement, the Company
shall provide to Rice those employee benefits available from time
to time to the Company's senior executive officers (including life
and health insurance), other than awards made pursuant to stock
option, bonus or other compensation plans; provided that the
Company shall not be obligated to afford Rice coverage under any
benefit plan if such coverage would be in violation of the terms of
the plan or applicable law. Rice's present spouse and present
dependents shall also be afforded such benefits during the term of
this Agreement; provided that (i) such coverage is not in violation
<PAGE>
of the terms of the subject benefit plan or applicable law and (ii)
one or more of the cash payments provided for in Section 2 are
reduced, or the Company receives cash payments from Rice, in such
amounts as are mutually agreed to by Rice and the Chief Executive
Officer of the Company as the value of such coverage. The Company
agrees that Rice is immediately and fully vested under all existing
employee benefit plans which are applicable to Rice. In addition,
with respect to vesting requirements under any future employee
benefit plans applicable to Rice hereunder, Rice will receive
service credit for all years during which Rice has been an
executive officer or director of the Company and all years during
which Rice has performed services under this Agreement. Following
termination of this Agreement, (i) Rice shall be entitled to all
retirement benefits afforded retired senior executive officers of
the Company, (ii) Rice and his present wife and present dependents
shall be permitted, for as long as they live, to continue the full
amount of any Company health insurance coverage in effect at the
time this Agreement is terminated, and (iii) Rice shall be
permitted to continue his term life insurance coverage in the face
amount of not less than one million dollars. Notwithstanding the
foregoing, the Company shall not be obligated to provide Rice with
the health and life insurance coverage described in the preceding
sentence unless (i) such coverage can be obtained by the Company
through reasonable efforts and (ii) Rice reimburses the Company, as
billed, for all costs and expenses incurred by it in providing such
coverage.
5. Support Services. During the term of this Agreement, the
Company will provide Rice office space and secretarial support on
terms to be mutually agreed upon by Rice and the Chief Executive
Officer of the Company, it being understood that all costs and
expenses incurred by the Company in providing office space (other
than the office space presently provided to Rice by the Company for
as long as the Company shall maintain offices in that location) and
secretarial services shall be deducted from the payments to Rice
provided in Section 2.
6. Services to Be Performed. During the term of this
Agreement, Rice will attempt to identify business opportunities in
the insurance industry which, in the judgment of Rice, may be
suitable for the Company and will notify the Company of any
opportunities so identified. If the Company does not elect to
pursue an opportunity so identified by Rice within 30 days of such
notice, then Rice shall be free to capitalize on such opportunity
as he may elect in his sole discretion. Without limiting the
foregoing, Rice may capitalize on any such opportunity which the
Company does not elect to pursue by developing such opportunity (by
himself or with others), through investment or otherwise, and/or by
transferring such opportunity to others (with or without consider-
ation paid to Rice in connection with such transfer). Rice also
will make himself available during the term of this Agreement to
consult with the Company regarding such other matters as the
<PAGE>
Company may reasonably request. On each anniversary date of this
Agreement, the Company will review Rice's performance of services
hereunder during the immediately preceding year and may issue to
Rice, in respect of such services, such number of warrants to
acquire common stock of the Company as the Company may determine in
its sole discretion. The terms and conditions of any such warrants
shall be determined by the Company in its sole discretion.
7. Limitation on Employment. During the term of the
Agreement, absent the consent of the Company (which will not be
unreasonably withheld), Rice may not serve as an officer, director,
or employee of any insurance company other than the Company and its
affiliates, Consolidated Fidelity Life Insurance Company and/or its
affiliates, and Financial Benefit Group, Inc.
8. Nature of Relationship. It is agreed and understood that
Rice is presently Senior Executive Vice President and a Director of
the Company and otherwise associated with the Company only for the
purposes and to the extent set forth herein and that Rice's
relationship to the Company shall, during the period or periods of
Rice's association and his performance of services hereunder, be
that of an independent contractor. Although there shall be no
minimum number of hours required to be spent by Rice in the
performance of such services, Rice will make himself available at
reasonable times to perform the services hereunder and to consult
with the Company regarding such matters as the Company may
reasonably request. The parties acknowledge that Rice shall be
free to pursue his other business and personal interests to the
extent such interests do not involve activities prohibited by
Section 7 heretofore the Delaware General Corporate Law. The
Company acknowledges that the pursuit or development by Rice of
opportunities identified by Rice to the Company but which the
Company does not elect to pursue may present a conflict with the
interests of the Company. Nevertheless, Rice shall be permitted to
pursue and develop such opportunities as if no such conflict
existed provided that such activities are not prohibited by the
Delaware Corporate Law.
9. Term and Termination. This Agreement shall terminate on
the date that is ten (10) years following the date hereof (the
"Scheduled Termination Date"). The Company shall not be permitted
to terminate this Agreement prior to the Scheduled Termination Date
for any reason. In the event that, notwithstanding the foregoing,
this Agreement is terminated by operation of law prior to the
Scheduled Termination Date, other than as the result of the death
of Rice (whether as a result of disability, incapacity, insolvency,
bankruptcy, or otherwise), the Company shall, to the extent
permitted by law, continue to pay to Rice the compensation and
benefits provided by this Agreement as if this Agreement had not
been so terminated. In the event of the death of Rice, this
Agreement shall terminate automatically, and the Company shall pay
to the estate of Rice a lump sum cash payment equal to the present
<PAGE>
value of the remaining aggregate annual compensation which would
have been payable to Rice for all remaining years under this
Agreement had this Agreement not been so terminated. The "present
value" of such compensation shall be determined by discounting the
remaining scheduled payments in accordance with generally accepted
financial practice at an annual discount rate of eight percent
(8%). Upon the making of such lump sum payment, all further
liability of the Company under this Agreement shall cease. In
addition, the provisions of the last two sentences of Section 4,
and Sections 10 through 20 of this Agreement shall survive, for an
indefinite period, any termination of this Agreement.
10. Indemnification. The Company shall indemnify Rice
against any and all claims, losses, damages, liabilities, expenses
(including legal fees and expenses), obligations, demands,
proceedings, rights, causes of action, actions, and suits of any
nature whatsoever (collectively, "Claims") which may hereafter be
imposed on, incurred by, or entered or asserted against Rice by
reason of this Agreement or the services performed or to be
performed hereunder, other than claims resulting from acts
involving negligence, willful malfeasance, bad faith or reckless
disregard of his duties by Rice.
11. Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Texas
applicable to contracts made and to be performed in such state.
12. Binding Agreement; Assignment. This Agreement and all
provisions contained herein shall be binding upon and inure to the
benefit of the parties hereto and their respective representatives,
successors and assigns, provided, however that neither party may
assign its rights or obligations hereunder without the prior
written consent of the other party hereto.
13. Captions. The captions, headings and arrangements used
in this Agreement are for convenience only and do not in any way
affect, limit, amplify, or modify the terms and provisions hereof.
14. Notices. Any notice required by this Agreement, shall be
considered given upon receipt if a written copy is sent by United
States certified mail, return receipt requested, and addressed as
follows:
If to the Company: I.C.H. Corporation
Lincoln Plaza
500 N. Akard, Suite 1204
Dallas, Texas 75221
Attn: Robert L. Beisenherz
<PAGE>
With a copy to: I.C.H. Corporation
100 Mallard Creek Road
Louisville, Kentucky 40205
Attn: General Counsel
If to Rice: C. Fred Rice
4213 Snowberry Lane
Naples, Florida 33999
With a copy to: Weil, Gotshal & Manges
100 Crescent Court, Suite 1300
Dallas, Texas 75201-6950
Attn: Thomas A. Roberts
A party may change its or his address by giving written notice
to the other party hereto, which notice shall be effective upon
actual receipt.
15. Invalid Provisions. If any provision of this Agreement
is held to be illegal, invalid, or unenforceable under present or
future laws effective during the term of this Agreement, such
provision shall be fully severable; this Agreement shall be
construed and enforced as if such illegal, invalid, or unenforce-
able provision had never comprised a part of this Agreement; and
the remaining provisions of this Agreement shall remain in full
force and effect and shall not be affected by the illegal, invalid,
or unenforceable provision or by its severance from this Agreement.
Furthermore, in lieu of each such illegal, invalid, or unenforce-
able provision there shall be added automatically as part of this
Agreement, a provision as similar in terms to such illegal,
invalid, or unenforceable provision as may be possible and be
legal, valid, and enforceable.
16. Amendments. This Agreement may be amended at any time
and from time to time in whole or in part by an instrument in
writing setting forth the particulars of such amendment duly
executed by both the Company and Rice.
17. Entire Agreement. This Agreement constitutes the entire
understanding between the parties hereto with respect to the
subject matter hereof and supersedes all prior agreements or
understandings if any, relating to the subject matter hereof.
18. Number and Gender. Whenever herein the singular number
is used, the same shall include the plural where appropriate, and
the words of any gender shall include each other gender where
appropriate.
19. Waiver. The waiver by any party hereto of a breach of
any provision of this Agreement shall not operate or be construed
as a waiver of any subsequent breach by any party.
<PAGE>
20. Counterparts. This Agreement may be executed in two or
more identical counterparts, each of which for all purposes shall
be deemed an original, and all of which shall constitute, collec-
tively, one agreement; but in making proof of this Agreement, it
shall not be necessary to produce or account for more than one such
counterpart.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed and delivered as of the date first
above written.
I.C.H. CORPORATION
BY: /s/ Robert L. Beisenherz
___________________________
TITLE: Chairman, Chief Executive
Officer and President
RICE
/s/ C. Fred Rice
___________________________________
C. FRED RICE
<PAGE>
EXHIBIT NO. 9
MUTUAL RELEASE
This Mutual Release is executed as of this 11th day of February,
1994, by I.C.H. Corporation (the "Company"), on behalf of itself
and its subsidiaries, affiliates, successors and assigns (collec-
tively, the "ICH Companies"), and by Robert T. Shaw ("Shaw"), C.
Fred Rice ("Rice"), Edward J. Carlisle ("Carlisle") and Consolidat-
ed National Corporation ("CNC"), their respective heirs, personal
representatives, successors and assigns (collectively, "the
Released Parties").
PREAMBLE: This Mutual Release is executed concurrently with, and
is contingent upon, (a) the closing of each of the following:
(i) Stock Purchase Agreement dated 15 January 1994 among the
Company, CNC, Consolidated Fidelity Life Insurance Company
("CFLIC"), Shaw, Rice and Torchmark Corporation (the "Torchmark
Agreement"); (ii) Stock Purchase Agreement dated 15 January 1994
among the Company, CNC, CFLIC, Shaw, Rice and Stephens, Inc. (the
"Stephens Agreement"); and (iii) Stock Purchase Agreement dated 15
January 1994 among the Company and CNC (the "Class B Agreement");
and (b) the execution concurrently herewith of the Independent
Contractor and Services Agreements between the Company and Shaw,
and between the Company and Rice, respectively (the "Shaw and Rice
Services Agreements"); and (c) the termination concurrently
herewith of the Management and Consulting Agreement dated 27
December 1984 between the Company and CNC (the "CNC Management
Agreement").
A. Release by Shaw, Rice, Carlisle and CNC. In consideration of
the Shaw and Rice Services Agreements executed this date, subject
to Section C below, the Released Parties hereby irrevocably and
unconditionally release all of the ICH Companies and their
respective successors, assigns, directors, officers, employees,
agents and other representatives from any and all claims, demands,
suits, damages, sums of money and/or judgments arising, in whole or
in part, out of any occurrence, state of facts, event, condition or
happening that has occurred at any time prior to and through the
date of this Mutual Release, whether past or present, known or
unknown, matured or unmatured, absolute or contingent, including,
but not limited to, any which have arisen out of their past or
existing relationships with any of the ICH Companies, whether by
virtue of employment, directorship, stock ownership or otherwise,
or the termination of any such relationship as contemplated by the
termination of the CNC Management Agreement or otherwise (individu-
ally, a "Claim" and collectively, the "Claims"); and the Released
Parties hereby agree not to file a lawsuit to assert any such
Claims. This release and agreement not to sue includes, but is not
limited to, any Claim of contractual restriction on the right of
<PAGE>
the ICH Companies to terminate the Management and Consulting
Agreement without liability, any Claims related to accrued vacation
pay, accrued bonuses, severance pay, or any Claim of wrongful
discharge or violation of any right under federal, state or local
law prohibiting race, sex, age, religion, national origin or other
forms of discrimination, including, but not limited to Title VII of
the Civil Rights Act of 1964, as amended, the Age Discrimination in
Employment Act of 1967, as amended, the National Labor Relations
Act, and any state Human Rights Commission Act.
B. Release by ICH Companies. In consideration of the termination
of the CNC Management Agreement this date, subject to Section C
below, the ICH Companies hereby irrevocably and unconditionally
release the Released Parties, and their respective heirs, succes-
sors, assigns, directors, officers, employees, agents and other
representatives, from any and all claims, causes of action,
demands, suits, damages, sums of money and/or judgments arising, in
whole or in part, out of any occurrence, state of facts, event,
condition or happening that has occurred at any time prior to and
through the date of this Mutual Release, whether past or present,
known or unknown, matured or unmatured, absolute or contingent,
which have arisen out of the Released Parties' past or existing
relationships with any of the ICH Companies whether by virtue of
employment, directorship, stock ownership or otherwise (individual-
ly, a "Claim" and collectively, the "Claims"); provided that such
release shall not be effective as to any Claim unless (i) the
factual basis for such Claim shall have been disclosed in all
material respects in filings made by the ICH Companies pursuant to
federal or state securities or insurance laws or regulations, and
(ii) with respect to the subject matter of such Claim, the Released
Party shall not have engaged in any intentional or criminal
misconduct and shall otherwise have acted in good faith and in a
manner reasonably believed to be in or not opposed to the best
interest of the ICH Companies.
C. Scope of Release. Notwithstanding the provisions of Section
A and Section B above, the mutual releases by the Released Parties
and the ICH Companies do not, and shall not be construed to, waive
or release:
1. any of the provisions, rights, duties, obligations or
remedies under the Shaw and Rice Service Agreements executed
concurrently herewith; or
2. any of the provisions, rights, duties, obligations or
remedies under the Torchmark Agreement, the Stephens Agreement, the
Class B Agreement, instruments evidencing the Transactions as
defined in each of those three agreements, and the agreements
scheduled on Schedule I to each of the Torchmark Agreement and
Stephens Agreement pursuant to Section 3.1(h) thereof, including
<PAGE>
but not limited to the provisions of Section 10 and Section 12 of
the CNC Management Agreement, which shall survive termination of
that Agreement.
I.C.H. Corporation
By: /s/ Robert L. Beisenherz
_____________________________________
Robert L. Beisenherz
Chairman and Chief Executive Officer
/s/ Robert T. Shaw
_____________________________________
Robert T. Shaw
/s/ C. Fred Rice
_____________________________________
C. Fred Rice
/s/ Edward J. Carlisle
_____________________________________
Edward J. Carlisle
Consolidated National Corporation
By: /s/ Robert T. Shaw
_____________________________________
Robert T. Shaw
<PAGE>
EXHIBIT NO. 10
AMENDMENT TO STOCK PURCHASE AGREEMENT
The undersigned hereby agree to amend that certain Stock
Purchase Agreement (the "Agreement"), dated January 15, 1994, among
I.C.H. Corporation, a Delaware corporation (the "Company"),
Consolidated National Corporation, a Kentucky Corporation ("CNC"),
Consolidated Fidelity Life Insurance Company, a Kentucky life
insurance corporation ("CFLIC"), Robert T. Shaw, C. Fred Rice and
Torchmark Corporation, a Delaware corporation, as follows:
As used in the Agreement, CNC Shares means 4,517,666 shares of
the Company's common stock, par value $1.00 (the "Common
Stock"), and CFLIC Shares means 159,577 shares of the
Company's Common Stock.
All other terms of the Agreement shall remain in full force
and effect.
This Amendment may be executed in two or more counterparts,
all of which together shall be considered one and the same
agreement and each of which shall be deemed an original.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed as of the 11th day of February, 1994.
/s/ Robert T. Shaw CONSOLIDATED NATIONAL CORPORATION
_________________________
ROBERT T. SHAW
/s/ C. Fred Rice By: /s/ Robert T. Shaw
_________________________ ________________________________
C. FRED RICE Name: Robert T. Shaw
Title: President and Treasurer
TORCHMARK CORPORATION CONSOLIDATED FIDELITY LIFE
INSURANCE COMPANY
By: /s/ Keith A. Tucker By: /s/ Gerald J. Kohout
______________________ ________________________________
Name: Keith A. Tucker Name: Gerald J. Kohout
Title: Vice Chairman Title: President
I.C.H. CORPORATION
By: /s/ Robert L. Beisenherz
________________________________
Name: Robert L. Beisenherz
Title: Chairman, Chief Executive
Officer and President
