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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 1
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934 [FEE REQUIRED]
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1993
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
FOR THE TRANSITION PERIOD FROM ___________________ TO ___________________
COMMISSION FILE NUMBER 1-7697
I.C.H. CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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DELAWARE 43-6069928
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
100 MALLARD CREEK ROAD, SUITE 400
LOUISVILLE, KENTUCKY 40207
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
</TABLE>
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (502) 894-2100
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
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NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH REGISTERED
- - --------------------------------------------------------- ---------------------------------------------------------
COMMON STOCK, AMERICAN STOCK EXCHANGE
$1 PAR VALUE AND CHICAGO STOCK EXCHANGE
$1.75 CONVERTIBLE EXCHANGEABLE AMERICAN STOCK EXCHANGE
PREFERRED STOCK, SERIES 1986-A
$25 STATED VALUE
</TABLE>
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
NONE
INDICATE BY CHECK MARK WHETHER THE REGISTRANT (1) HAS FILED ALL REPORTS
REQUIRED TO BE FILED BY SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
1934 DURING THE PRECEDING 12 MONTHS (OR FOR SUCH SHORTER PERIOD THAT THE
REGISTRANT WAS REQUIRED TO FILE SUCH REPORTS), AND (2) HAS BEEN SUBJECT TO SUCH
FILING REQUIREMENTS FOR THE PAST 90 DAYS. YES /X/ NO / /
INDICATE BY CHECK MARK IF DISCLOSURE OF DELINQUENT FILERS PURSUANT TO ITEM
405 OF REGULATION S-K IS
NOT CONTAINED HEREIN, AND WILL NOT BE CONTAINED, TO THE BEST OF REGISTRANT'S
KNOWLEDGE, IN DEFINITIVE PROXY
OR INFORMATION STATEMENTS INCORPORATED BY REFERENCE IN PART III OF THIS FORM
10-K OR ANY AMENDMENT TO
THIS FORM 10-K. /X/
AT MARCH 18, 1994, THE AGGREGATE MARKET VALUE OF THE VOTING STOCK HELD BY
NONAFFILIATES OF THE
REGISTRANT (EXCLUDING STOCK HELD BY ALL DIRECTORS AND EXECUTIVE OFFICERS, SOME
OF WHOM MAY NOT BE
AFFILIATES) WAS APPROXIMATELY $314,190,000.
AT MARCH 18, 1994, 47,834,739 SHARES OF THE REGISTRANT'S COMMON STOCK ($1.00
PAR VALUE) WERE
OUTSTANDING.
DOCUMENTS INCORPORATED BY REFERENCE
THE INFORMATION IN THE INDICATED SECTIONS OF THE FOLLOWING DOCUMENT IS
INCORPORATED BY REFERENCE INTO
PART III OF THIS ANNUAL REPORT ON FORM 10-K:
ELECTION OF DIRECTORS, EXECUTIVE COMPENSATION, SECURITY OWNERSHIP AND EXECUTIVE
COMPENSATION -- CERTAIN
TRANSACTIONS IN THE REGISTRANT'S DEFINITIVE PROXY STATEMENT TO BE FILED PURSUANT
TO REGULATION 14A IN
CONNECTION WITH REGISTRANT'S 1994 ANNUAL MEETING OF STOCKHOLDERS.
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This Amendment No. 1 amends Exhibit 10.15 to the Form 10-K of I.C.H.
Corporation for the fiscal year ended December 31, 1993, to limit the portions
thereof which are omitted and filed separately with the Securities and Exchange
Commission.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
I.C.H. CORPORATION
BY: /s/ ROBERT L. BEISENHERZ
-----------------------------------
Robert L. Beisenherz
CHAIRMAN OF THE BOARD,
CHIEF EXECUTIVE OFFICER AND
PRESIDENT
Date: May 3, 1994
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INDEX TO EXHIBITS
The following documents are incorporated by reference or filed as Exhibits
to the Annual Report on Form 10-K of I.C.H. Corporation for the year ended
December 31, 1993:
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EXHIBIT SEQUENTIAL
NO. DESCRIPTION PAGE NO.
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2.1 Stock Purchase Agreement dated June 29,1990, among Consolidated National Corporation, Robert
T. Shaw and Bankers Life and Casualty Company with respect to all outstanding capital stock
of Marquette National Life Insurance Company, including Exhibit 1.35 thereto governing the
coinsurance relationship between Southwestern Life Insurance Company and Marquette National
Life Insurance Company (filed as Exhibits 2.1 and 2.3 to the Registrant's Report on Form
10-Q for the quarter ended June 30, 1990, and incorporated herein by reference).............
2.2 Coinsurance Annuity Reinsurance Agreement -- October 1, 1990, for Bankers Life and Casualty
Company (filed as Exhibit 19-1 to Registrant's Current Report on Form 8-K dated November 9,
1990, and incorporated herein by reference) and amendments thereto (filed as Exhibit 2.11 to
the Registrant's Annual Report on Form 10-K for year ended December 31, 1991, and Exhibit
2.11 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1992,
and incorporated herein by reference).......................................................
2.3 Coinsurance Annuity Retrocession Agreement (Bankers Business) -- October 1, 1990 for
Marquette National Life Insurance Company (filed as Exhibit 19-2 to the Registrant's Current
Report on Form 8-K dated November 9, 1990, and incorporated herein by reference) and
amendments thereto (filed as Exhibit 2.12 to the Registrant's Annual Report on Form 10-K for
year ended December 31, 1991, and Exhibit 2.12 to the Registrant's Annual Report on Form
10-K for the year ended December 31, 1992, and incorporated herein by reference)............
2.4 Coinsurance Annuity and Supplemental Contract Reinsurance Agreement II -- June 30, 1990, for
Southwestern Life Insurance Company (filed as Exhibit 19-3 to the Registrant's Current
Report on Form 8-K dated November 9, 1990, and incorporated herein by reference) and
amendments thereto (filed as Exhibit 2.13 to the Registrant's Annual Report on Form 10-K for
year ended December 31, 1991, and Exhibit 2.13 to the Registrant's Annual Report on Form
10-K for the year ended December 31, 1992, and incorporated herein by reference)............
2.5 Coinsurance Annuity and Supplementary Contract Retrocession Agreement II -- June 30, 1990,
for Marquette National Life Insurance Company (filed as Exhibit 19-4 to the Registrant's
Current Report on Form 8-K dated November 9, 1990, and incorporated herein by reference) and
amendments thereto (filed as Exhibit 2.14 to the Registrant's Annual Report on Form 10-K for
year ended December 31, 1991, and Exhibit 2.14 to the Registrant's Annual Report on Form
10-K for the year ended December 31, 1992, and incorporated herein by reference)............
2.6 Stock Purchase Agreement dated October 3, 1989, between the Registrant and HMS Acquisition
Corporation (filed as Exhibit 1 to the Registrant's Current Report on Form 8-K dated October
3, 1989, and incorporated herein by reference), and the amendment thereto dated March 29,
1990, (filed as Exhibit 19.4 to Registrant's Annual Report on Form 10-K for the year ended
December 31, 1989, and incorporated herein by reference)....................................
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EXHIBIT SEQUENTIAL
NO. DESCRIPTION PAGE NO.
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2.7 Compromise and Settlement Agreement, dated September 1, 1990, relating to the Stock Purchase
Agreement referenced as Exhibit 2.6 above (filed as Exhibit 2.8 to the Registrant's Annual
Report on Form 10-K for the year ended December 31, 1990, and incorporated herein by
reference)..................................................................................
2.8 Stock Purchase Agreement dated December 11, 1989, as amended, between the Registrant, Modern
American Life Insurance Company and Financial Holding Corporation (filed as Exhibit 2.1 to
the Registrant's Current Report on Form 8-K dated December 29, 1989, and incorporated herein
by reference)...............................................................................
2.9 Stock Acquisition Agreement dated February 20, 1992, between the Registrant and Conseco,
Inc. (filed as Exhibit 2.10 to the Registrant's Current Report on Form 8-K dated February
20, 1992 and incorporated herein by reference) and amendments thereto (filed as Exhibit 2.15
to the Registrant's Annual Report on Form 10-K for year ended December 31, 1991, and as
Exhibit 2.16 of Registrant's Report on Form 10-Q for the quarter ended September 30, 1992,
and incorporated herein by reference).......................................................
2.10 Stockholders' Agreement, dated November 9, 1992, among Bankers Life Holding Corporation and
its initial common stockholders, and the Registrant's assumption thereof (filed as Exhibit
2.10 to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31,
1992 and incorporated herein by reference)..................................................
2.11 Letter agreement of the Registrant, dated March 8, 1993, relating to the Coinsurance Annuity
Reinsurance Agreement referenced as Exhibit 2.2 above (filed as Exhibit 2.15 of the Annual
Report on Form 10-K for the year ended December 31, 1992, and incorporated herein by
reference)..................................................................................
2.16 Agreement of the Registrant, dated March 10, 1993, relating to the Coinsurance Annuity and
Supplemental Contract Reinsurance Agreement II referenced as Exhibit 2.4 above (filed as
Exhibit 2.16 to the Registrant's Annual Report on Form 10-K for the year ended December 31,
1992, and incorporated herein by reference).................................................
2.17 Agreement, dated June 15, 1993, among I.C.H. Corporation, Consolidated National Corporation
and Consolidated Fidelity Life Insurance Company (filed as Exhibit 2.1 to the Registrant's
Current Report on Form 8-K dated June 15, 1993 and incorporated herein by reference)........
2.18 Amendment to Coinsurance Annuity and Supplemental Contract Reinsurance Agreement II
referenced as Exhibit 2.4 above (previously filed with the Report on Form 10-K amended
hereby).....................................................................................
2.19 Amendment to Coinsurance Annuity and Supplementary Contract Retrocession Agreement II
referenced as Exhibit 2.5 above (previously filed with the Report on Form 10-K amended
hereby).....................................................................................
3.1 Restated Certificate of Incorporation of the Registrant (previously filed with Report on
Form 10-K amended hereby)...................................................................
3.2 Bylaws of the Registrant, as amended (previously filed with the Report on Form 10-K amended
hereby).....................................................................................
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100
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EXHIBIT SEQUENTIAL
NO. DESCRIPTION PAGE NO.
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4.1 Agreement of the Registrant to file long-term debt instruments (filed as Exhibit 4.1 to the
Registrant's Annual Report on Form 10-K for the year ended December 31, 1992, and
incorporated herein by reference)...........................................................
4.2 Credit Agreement dated as of September 28, 1990, between Registrant and certain banks party
thereto and The Chase Manhattan Bank (National Association), as Agent for such banks (filed
as Exhibit 4-1 of Registrant's Current Report on Form 8-K dated November 9, 1990, and
incorporated herein by reference) and amendments thereto (filed as Exhibit 4.3 to the
Registrant's Annual Report on Form 10-K for the year ended December 31, 1990; Exhibit 4.3 to
the Registrant's Annual Report on Form 10-K for year ended December 31, 1991; Exhibit 4.8 to
Registrant's Report on Form 10-Q for quarter ended June 30, 1992; and Exhibit 4.9 to
Registrant's Report on Form 10-Q for quarter ended September 30, 1992, all of which are
incorporated herein by reference)...........................................................
4.4 Indenture dated as of November 15, 1986 between the Registrant and Mid-America Bank of
Louisville and Trust Company, as Trustee (filed as Exhibit 4.3 to the Registrant's
Registration Statement of Form S-3, No. 33-9455, and incorporated herein by reference)......
4.5 Indenture dated as of November 12, 1993, between the Registrant and Mid-America Bank of
Louisville and Trust Company, as Trustee (previously filed with the Report on Form 10-K
amended hereby).............................................................................
4.6 Subordination Agreement dated November 4, 1986, between the Registrant and Consolidated
National Successor Corporation (filed as Exhibit 10.33 to the Registrant's Registration
Statement on Form S-3, No. 33-9455, and incorporated herein by reference)...................
10.1 * Management and Consulting Agreement effective January 22, 1985 among the Registrant,
Consolidated National Corporation and Consolidated National Successor Corporation (filed as
Exhibit 10.21 to the Registrant's Registration Statement on Form S-14, No. 2-96685, and
incorporated herein by reference)...........................................................
10.2 * Termination Agreement, dated February 11, 1994, between I.C.H. Corporation and Consolidated
National Corporation relating to the Management and Consulting Agreement referenced as
Exhibit 10.1 above (previously filed with the Report on Form 10-K amended hereby)...........
10.3 Agreement dated October 8, 1984 between the Registrant and Robert T. Shaw (filed as Exhibit
I to Amendment No. 26-1 to the Schedule 13D filed by Consolidated National Successor
Corporation and certain affiliates relating to shares of the Common Stock of the Registrant
and incorporated herein by reference).......................................................
10.4 Stock Purchase Agreement dated July 31, 1986 between the Registrant and Tenneco Inc. (filed
as Exhibit 2.1 to the Registrant's Current Report on Form 8-K dated July 31, 1986 and
incorporated herein by reference), and the Amendment Agreement dated December 31, 1986
between the Registrant and Tenneco, Inc. (filed as Exhibit 2.2 to the Registrant's Current
Report on Form 8-K dated December 31, 1986, and incorporated herein by reference)...........
</TABLE>
101
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EXHIBIT SEQUENTIAL
NO. DESCRIPTION PAGE NO.
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10.5 * Restricted Stock Purchase Agreement, as amended, between System Services Group and Phillip
E. Allen (filed as Exhibit 10.17 to the Registrant's Annual Report on Form 10-K for the year
ended December 31, 1986, and incorporated herein by reference), and the amendments thereto
(filed as Exhibit 19.4 to the Registrant's Annual Report on Form 10-K for the year ended
December 31, 1988, and as Exhibit 10.1 of the Registrant's Quarterly Report on Form 10-Q for
the quarter ended June 30, 1993, and incorporated herein by reference)......................
10.6 * Restricted Stock Purchase Agreement, as amended, between System Services Group and John T.
Hull (filed as Exhibit 10.18 to the Registrant's Annual Report on Form 10-K for the year
ended December 31, 1986, and incorporated herein by reference)..............................
10.7 Stock Purchase Agreement dated December 19, 1988, among the Registrant, Selig Zises, Jay
Zises, and Seymour Zises (filed as Exhibit 1 to the Registrant's Current Report on Form 8-K
dated December 19, 1988, and incorporated herein by reference)..............................
10.8 * I.C.H. Corporation Deferred Compensation Plan (filed as Exhibit 10.32 to the Registrant's
Annual Report on Form 10-K for the year ended December 31, 1988, and incorporated herein by
reference)..................................................................................
10.9 Stock Purchase Agreement dated March 27, 1989 between the Registrant and Integrated
Resources, Inc. (filed as Exhibit 10.33 to the Registrant's Annual Report on Form 10-K for
the year ended December 31, 1988, and incorporated herein by reference).....................
10.10* I.C.H. Companies Salaried Employees Severance Pay Plan (filed as Exhibit 10.14 of the
Registrant's Annual Report on Form 10-K for the year ended December 31, 1990, and
incorporated herein by reference), as amended by Amendment No. 1 thereto (filed as Exhibit
10.26 to the Form 10-K of I.C.H. Corporation for the year ended December 31, 1992 and
incorporated by reference)..................................................................
10.11* Form of Indemnification Agreement relating to certain officers and directors of the
Registrant (filed as Exhibit 10.22 of Registrant's Annual Report on Form 10-K for the year
ended December 31, 1989, and incorporated herein by reference)..............................
10.12* 1990 Stock Option Incentive Plan of Registrant, as amended (filed as Exhibit 19.2 of
Registrant's Report on Form 10-Q for the quarter ended June 30, 1991, as amended, and
incorporated herein by reference) and the form of the stock option certificate (filed as
Exhibit 19.1 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended March
31, 1991 and incorporated herein by reference)..............................................
10.13 Office Lease between Crow-Kessler-Woodhouse #6 and Facilities Management Installation, Inc.
(filed as Exhibit 10.20 of the Registrant's Annual Report on Form 10-K for the year ended
December 31, 1990 and incorporated herein by reference).....................................
10.14 Lease between Lincoln Property Company No. 375, LTD. and Southwestern Life Insurance
Company, dated June 28, 1984 (filed as Exhibit 10.21 to the Registrant's Report on Form 10-K
for the year ended December 31, 1990 and incorporated herein by reference)..................
</TABLE>
102
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EXHIBIT SEQUENTIAL
NO. DESCRIPTION PAGE NO.
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10.15 Data Processing Agreement between the Registrant and Perot Systems Corporation dated
September 29, 1993 (certain portions of which have been omitted and filed separately with
the Securities and Exchange Commission).....................................................
10.16* Letter Agreement between John A. Franco and Registrant (filed as Exhibit 10.23 to the
Registrant's Current Report on Form 8-K dated November 18, 1991, and incorporated herein by
reference)..................................................................................
10.17* Letter Agreement between Steven B. Bing, Consolidated National Corporation and Registrant
(filed as Exhibit 10.24 to the Registrant's Annual Report on Form 10-K for year ended
December 31, 1991 and incorporated herein by reference).....................................
10.19 Agreement of Lease between the Tilles Investment Company and Bankers Life and Casualty
Company of New York (filed as Exhibit 10.26 to the Registrant's Annual Report on Form 10-K
for year ended December 31, 1991, and incorporated herein by reference).....................
10.20 Note of CFSB Corporation payable to Southwestern Life Insurance Company, dated January 25,
1993 (incorporated by reference to Exhibit 10.21 to the Form 10-K of I.C.H. Corporation for
the year ended December 31, 1992)...........................................................
10.21 Loan Agreement between CFSB Corporation and Southwestern Life Insurance Company, dated
January 25, 1993 (incorporated by reference to Exhibit 10.22 to the Form 10-K of I.C.H.
Corporation for the year ended
December 31, 1992)..........................................................................
10.22 Note of James M. Fail payable to Southwestern Life Insurance Company, dated January 25, 1993
(incorporated by reference to Exhibit 10.23 to the Form 10-K of I.C.H. Corporation for the
year ended December 31, 1992)...............................................................
10.23 Loan Agreement between James M. Fail and Southwestern Life Insurance Company, dated January
25, 1993 (incorporated by reference to Exhibit 10.24 to the Form 10-K of I.C.H. Corporation
for the year ended
December 31, 1992)..........................................................................
10.24 Intercreditor Agreement between Southwestern Life Insurance Company and Consolidated
Fidelity Life Insurance Company, dated January 25, 1993 (incorporated by reference to
Exhibit 10.25 to the Form 10-K of I.C.H. Corporation for the year ended December 31,
1992).......................................................................................
10.25 The Assignment and Grant of Option executed by Consolidated Fidelity Life Insurance Company
and Registrant effective as of May 21, 1992 (filed as Exhibit 38-1 to Amendment No. 38 to
Schedule 13D filed by Consolidated National Corporation relating to the Common Stock of
Registrant and incorporated herein by reference)............................................
10.26* Form of agreement entered into by the Registrant, Facilities Management Installation, Inc.
and each of Phillip E. Allen, John T. Hull and W. Sherman Lay (incorporated by reference to
Exhibit 10.30 to the Form 10-K of I.C.H. Corporation for the year ended December 31,
1992).......................................................................................
10.27 Letter agreements between the Registrant and Consolidated National Corporation, dated March
29, 1993 and November 9, 1992 (incorporated by reference to Exhibit 10.31 to the Form 10-K
of I.C.H. Corporation for the year ended December 31, 1992).................................
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103
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EXHIBIT SEQUENTIAL
NO. DESCRIPTION PAGE NO.
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10.28* Retirement/Retainer Agreement, dated May 26, 1993, among I.C.H. Corporation, Facilities
Management Installation, Inc. and Phillip E. Allen (incorporated by reference to Exhibit
10.2 of the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30,
1993).......................................................................................
10.29 Agreement, dated September 11, 1993, between I.C.H. Corporation and Conseco, Inc.
(incorporated by reference to Exhibit 4 to Amendment No. 1 to the Schedule 13D relating to
the common stock of Bankers Life Holding Corporation, filed by I.C.H. Corporation,
Consolidated National Corporation, Robert T. Shaw and C. Fred Rice, dated September 15,
1993).......................................................................................
10.30 Agreement, dated September 11, 1993, between I.C.H. Corporation and Bankers National Life
Insurance Company (incorporated by reference to Exhibit 5 to Amendment No. 1 to the Schedule
13D relating to the common stock of Bankers Life Holding Corporation, filed by I.C.H.
Corporation, Consolidated National Corporation, Robert T. Shaw and C. Fred Rice, dated
September 15, 1993).........................................................................
10.31 Letter agreement, dated September 11, 1993, among I.C.H. Corporation, Conseco, Inc. and
Bankers Life Holding Corporation (incorporated by reference to Exhibit 6 to Amendment No. 1
to the Schedule 13D relating to the common stock of Bankers Life Holding Corporation, filed
by I.C.H. Corporation, Consolidated National Corporation, Robert T. Shaw and C. Fred Rice,
dated September 15, 1993)...................................................................
10.32 Stock Purchase Agreement, dated January 15, 1994, among Consolidated National Corporation,
Consolidated 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. Corporation dated January 15, 1994), as amended (incorporated by
reference to Exhibit 10 of the Form 8-K of I.C.H. Corporation dated February 11, 1994)......
10.33 Stock Purchase Agreement, dated January 15, 1994, among Consolidated National Corporation,
Consolidated 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. Corporation dated January 15, 1994)..................................................
10.34 Letter from I.C.H. Corporation to Robert T. Shaw effective January 15, 1994 (previously
filed with the Report on Form 10-K amended hereby)..........................................
10.35 Letter, dated January 15, 1994, from I.C.H. Corporation to Robert T. Shaw (incorporated by
reference to Exhibit No. 5 of the Registrant's Current Report on Form 8-K dated January 15,
1994).......................................................................................
10.36 Letter, dated January 15, 1994, from I.C.H. Corporation to Consolidated National Corporation
(incorporated by reference to Exhibit No. 6 of the Registrant's Current Report on Form 8-K
dated January 15, 1994).....................................................................
10.37* Independent Contractor and Services Agreement, dated February 11, 1994, between I.C.H.
Corporation and Robert T. Shaw (incorporated by reference to Exhibit No. 7 of the
Registrant's Current Report on Form 8-K dated February 11, 1994)............................
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104
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EXHIBIT SEQUENTIAL
NO. DESCRIPTION PAGE NO.
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10.38* Independent Contractor and Services Agreement, dated February 11, 1994, between I.C.H.
Corporation and C. Fred Rice (incorporated by reference to Exhibit No. 8 of the Registrant's
Current Report on Form 8-K dated February 11, 1994).........................................
10.39 Mutual Release, dated February 11, 1994, among I.C.H. Corporation and Consolidated National
Corporation, Robert T. Shaw, C. Fred Rice and Edward J. Carlisle (incorporated by reference
to Exhibit No. 9 of the Form 8-K of I.C.H. Corporation dated February 11, 1994).............
10.40* Form of Agreement entered into by I.C.H. Corporation and certain of its employees, including
John T. Hull and W. Sherman Lay (previously filed with the Report on Form 10-K amended
hereby).....................................................................................
10.41 Stock Purchase Agreement, dated January 15, 1994, between Consolidated National Corporation
and I.C.H. Corporation (incorporated by reference to Exhibit No. 3 of the Form 8-K of I.C.H.
Corporation dated January 15, 1994).........................................................
10.42 Amendments to Office Lease referenced as Exhibit 10.13 above (previously filed with the
Report on Form 10-K amended hereby).........................................................
11.1 Computation of Earnings (Loss) Per Share of Common Stock on Average Shares Outstanding and
Fully Diluted Bases (previously filed with the Report on Form 10-K amended hereby)..........
12.1 Computation of Ratios of Consolidated Earnings to Fixed Charges and Preferred Dividends
(Unaudited) (previously filed with the Report on Form 10-K amended hereby)..................
22.1 List of Subsidiaries of Registrant (previously filed with the Report on Form 10-K amended
hereby).....................................................................................
23.1 Consent of Coopers & Lybrand (previously filed with the Report on Form 10-K amended
hereby).....................................................................................
<FN>
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*MANAGEMENT CONTRACT OR COMPENSATORY PLAN OR ARRANGEMENT REQUIRED TO BE
FILED PURSUANT TO ITEM 14(C) OF THIS REPORT.
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105
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Certain Portions Omitted and Submitted Separately for Confidential Treatment
([] Represents Information Omitted for Confidential Treatment)
September 29, 1993
Mr. Robert L. Beisenherz
President
I.C.H. Corporation
Lincoln Plaza
500 North Akard, Suite 1204
Dallas, Texas 75201
Dear Mr. Beisenherz:
This letter agreement ("Agreement") confirms our understanding of the terms and
conditions under which Perot Systems Corporation ("Perot Systems") will continue
to provide electronic data processing services to I.C.H. Corporation ("ICH") and
its affiliates and subsidiaries ("ICH and its affiliates and subsidiaries being
collectively referred to herein as the "ICH Companies") commencing August 1,
1993 (the "Effective Date"). The services to be provided pursuant to this
Agreement are a continuation of the services provided under that certain July
23, 1990 letter agreement, as amended by that certain January 28, 1991 letter
agreement, as amended by that certain October 7, 1992 interim letter agreement
(collectively, the "Prior Agreement"); it being understood that the services to
be provided pursuant to this Agreement shall at all times be at least of
equivalent quality to those being provided to ICH by Perot Systems on the
Effective Date. Because the Prior Agreement had become difficult to administer
in its existing form, this Agreement is presented as an amendment and
restatement in its entirety of the Prior Agreement. As provided in Paragraph 21
hereof, it is the parties' understanding and intent that this Agreement shall be
the entire agreement between the parties with respect to the subject matter
hereof and shall govern the parties' relationship from and after the Effective
Date.
Pursuant to the terms of this Agreement, Perot Systems will continue to maintain
management responsibility for operating the data center located in Richardson,
Texas (the "RIMF"), or any other data center from which Perot Systems elects to
provide electronic data processing services for the ICH Companies. Except as
provided in Paragraphs 5.1 through 5.3, the term of this Agreement shall be one
(1) year, commencing July 1, 1993 and concluding July 31, 1994 (the "Initial
Term"), and if this Agreement has not been terminated, this Agreement shall
automatically be renewed for successive renewal terms of six (6) months each
(each, a "Renewal Term"), unless either party shall have notified the other
party in writing at least one hundred eighty (180) days
<PAGE>
prior to the commencement of any Renewal Term that it will not consent to such
renewal.
1. DEFINITIONS. For purposes of this Agreement, the following
terms shall have the meanings set forth below:
(a) "Assets" shall mean the hardware, software, maintenance
services, equipment and other resources which are provided
by Perot Systems to the ICH Companies and their customers
hereunder.
(b) "Pooled Data Center Products" shall mean the Assets which
are provided in return for payment to Perot Systems of the
CPU Base Unit Costs and the DASD Base Unit Costs, and are
not ICH Direct Costs, ICH Shared Direct Costs or PSC Shared
Direct Costs, all of which are set forth on EXHIBIT 1 hereto.
(c) "PSC Shared Direct Costs" shall mean the costs associated
with Assets from which the ICH Companies and/or their
customers and Perot Systems' non-ICH customers derive
benefits, and for which ICH and the non-ICH customers are
charged their proportionate share of such costs; ICH is only
charged to the extent of the ICH Companies' and their
customers' proportionate share of such costs.
(d) "ICH Shared Direct Costs" shall mean the costs associated
with Assets from which more than one (1) of the ICH Companies
and/or their customers derive benefits, and for which ICH is
charged one hundred percent (100%) of the costs of such
Assets, and which are set forth on EXHIBITS 1 and 2 hereto.
(e) "ICH Direct Costs" shall mean the costs associated with
Assets from which only one (1) of the ICH Companies or one (1)
of the customers of an ICH Company derive benefits, and for
which ICH is charged one hundred percent (100%) of the costs
of such Assets, and which are set forth on EXHIBITS 1 and 2
hereto.
(f) "Pertinent ICH Direct Costs" shall mean ICH Direct Costs, ICH
Shared Direct Costs and PSC Shared Direct Costs, collectively.
(g) "Special Service" shall mean a service provided to an ICH
Company and/or any customer of an ICH Company by Perot Systems
outside of the general scope of services provided under this
Agreement. Special Services will be invoiced to ICH at
___________________[]____________________ of Perot Systems'
actual cost of providing such service, but not including
reasonable
<PAGE>
travel and entertainment expenses incurred in conjunction with
Special Services, which will be billed to ICH at ___________
_____________[]___________________ . ICH shall have no
liability for any Special Service unless authorized in writing
by the ICH Project Manager prior to performance of the Special
Service.
(h) "Project Managers" shall mean, collectively, the individual
designated by ICH and the individual designated by Perot
Systems to manage the services provided pursuant to this
Agreement.
(i) "ICH Project Manager" shall mean the employee of one of
the ICH Companies designated by ICH to be its Project
Manager who shall have day-to-day responsibility for
interacting with the Perot Systems Project Manager, for
supervising the performance by the ICH Companies of their
obligations under this Agreement. Perot Systems may rely
upon the representations and agreements of the ICH
Project Manager as lawfully binding on the ICH Companies.
As of the Effective Date, the ICH Project Manager shall
be David B. Little. ICH shall promptly notify Perot
Systems in writing of any replacement of the ICH Project
Manager.
(ii) "Perot Systems Project Manager" shall mean the employee
of Perot Systems designated by it to be its Project
Manager who shall have day-to-day responsibility for
interacting with the ICH Project Manager regarding all
matters relating to the services provided hereunder and
for supervising the daily progress and completion of the
work performed by Perot Systems under this Agreement. As
of the Effective Date, the Perot Systems Project Manager
shall be Karl B. Browning. Perot Systems shall promptly
notify ICH in writing of any replacement of the Perot
Systems Project Manager.
(i) "CPU Base Unit Cost" shall mean _____[]______________________
_____________________________________________________________
_____________________________________________________________
_____________________________________________________________
_____________________________________________________________
__________________________________________:
___________________________________________________
__________________
<PAGE>
(j) "DASD Base Unit Cost" shall mean
_______[]__________________________________________________________
___________________________________________________________________
___________________________________________________________________
___________________________________________________________________
____________________________________.
(k) "Monthly CPU Charge" shall mean the units of CPU used by the
ICH Companies and their customers during a calendar month
multiplied by the CPU Base Unit Cost.
(l) "Monthly DASD Charge" shall mean the units of DASD used by
the ICH Companies and their customers during a calendar month
multiplied by the DASD Base Unit Cost.
(m) "Minimum Fee" shall mean, in reference to Perot Systems
charges,
______[]___________________________________________________________
___________________________________________________________________
______________.
(n) "ICH Confidential Information" shall mean all confidential and
proprietary information which any of the ICH Companies or any of
their respective customers do not disclose in the ordinary course
of their respective businesses without an obligation of
confidentiality, including, without limitation, customer lists,
cost analyses, invoices, correspondence, marketing reports,
projections, surveys, personnel lists, supplier lists, receipts,
statements, memoranda, ledgers, reports to regulatory authorities,
records, bank statements, and other data pertaining to any of the
ICH Companies or any of their respective customers, any of their
businesses, operations, properties, personnel, suppliers or
customers, that are maintained by or received by Perot Systems on
behalf of any ICH Company or any of their respective customers in
connection with the performance of services, in any form
whatsoever, including, without limitation, hard copy or machine
readable format.
(o) "Perot Systems Confidential Information" shall mean all
confidential and proprietary information which Perot Systems does
not disclose without obligation of confidentiality in the ordinary
course of its business, including, without limitation, customer
lists, cost analyses, invoices, correspondence, marketing reports,
projections, surveys, personnel lists, supplier lists, receipts,
statements, memoranda, ledgers, reports to regulatory authorities,
records, bank statements, and other data pertaining to Perot
Systems, its business, operations, properties,
<PAGE>
personnel, suppliers or customers, that are received by any of the
ICH Companies in connection with the performance of services, in
any form whatsoever, including, without limitation, hard copy or
machine readable format.
2. COSTS.
2.1 (a) During the Initial Term or any Renewal Term, Perot
Systems shall invoice ICH monthly, and ICH shall pay
to Perot Systems a total monthly charge equal to the
sum of:
(i) the greater of (A) the sum of the Monthly CPU
Charge and the Monthly DASD Charge or (B) the
Minimum Fee for that month; and
(ii) the Pertinent ICH Direct Costs incurred or
recognized by Perot Systems; and
(iii)charges for Special Services, if any.
(b) The parties agree that the CPU Base Unit Cost shall
be _[]_ per unit and the DASD Base Unit Cost shall
be _[]_ per unit, subject to the cost of living
adjustment set forth in Paragraph 2.5. The bases
for the calculation of the CPU Base Unit Cost and
the DASD Base Unit Cost are the same as were in
effect immediately prior to the Effective Date.
(c) Except for Special Services which shall be invoiced in
arrears, Perot Systems shall invoice ICH in advance on
the first day of each calendar month, and ICH shall pay
Perot Systems within five (5) business days of receipt of
invoice. The amount invoiced for the Monthly CPU Charge
and the Monthly DASD Charge shall be an estimated amount
equal to the average monthly charges for the previous
calendar quarter, and shall be adjusted on a subsequent
invoice to reconcile the estimated charges with the
actual charges as determined in accordance with this
Agreement.
2.2 All tapes catalogued for ICH's use will be charged at a rate
of _[]__ per tape per month and will be included in the ICH
Direct Costs. By October 1, 1993, ICH will purchase, at a
cost of _[]_ plus sales tax per tape, the number of tapes
catalogued for ICH's use. ICH will own these tapes upon
payment therefor. Perot Systems shall not encumber these
tapes.
<PAGE>
2.3 Without the consent of ICH, which consent shall not be
unreasonably withheld, Perot Systems shall not: (a) modify,
change, encumber or substitute any Asset which constitutes a
Pertinent ICH Direct Cost on the Effective Date other than
such modifications, changes or substitutions necessary to
maintain such Assets or (b) increase the cost of any Assets
constituting ICH Direct Costs or ICH Shared Direct Costs.
2.4 ICH shall have the right on demand to audit or have Coopers &
Lybrand audit the Pertinent ICH Direct Costs and the CPU and
DASD usage by the ICH Companies and their customers. Prior to
being given access to the information needed to conduct the
audit, Coopers & Lybrand must execute Perot Systems' non-
disclosure agreement in substantially the form attached hereto
as EXHIBIT 3. Any processing by Perot Systems as a result of
such audits will be considered part of the ICH Companies'
workload and, therefore, such processing will be performed for
the processing rates set forth in Paragraph 2.1. Any Perot
Systems personnel required to support any such audit, other
than personnel whose primary job function is to provide
services under this Agreement who do not require replacement
while engaged in such audit, and/or any other expenses
incurred by Perot Systems in connection therewith will be
billed to ICH as a Special Service; provided, however, if the
audit reveals an overcharge of greater than five percent (5%),
and such overcharge is not the result of a reasonable
misunderstanding between the parties, Perot Systems shall not
bill ICH for the services of such personnel and/or for any
other expenses incurred by Perot Systems in connection with
the audit. Any such audit shall be conducted upon at least
five (5) days prior written notice and shall be conducted
during Perot Systems' normal business hours. Perot Systems
shall credit ICH for any overcharge that any such audit
reveals. Perot Systems shall not unreasonably withhold
agreement with the results of an audit.
2.5 For the purpose of determining cost of living adjustments to
the CPU Base Unit Costs and the DASD Base Unit Costs, a "Base
Date" of August 1, 1993 shall apply. Beginning August 1,
1994, the CPU Base Unit Costs and the DASD Base Unit Costs
shall be adjusted annually at ____[]_____________ of the
percentage change in the Consumer Price Index for Urban
Consumers, All Cities Average, for All Items (1982-84 = 100),
as published by the Bureau of Labor Statistics of the
Department of Labor (the "CPI"), as calculated from the Base
Date. If the Bureau of Labor Statistics stops publishing the
CPI or substantially changes its content or
<PAGE>
format, the parties shall substitute another comparable
measure published by a mutually agreeable source.
2.6 If any of the ICH Companies and/or their customers migrates
electronic data processing from a Perot Systems facility, ICH
shall continue to be financially responsible for any Pertinent
ICH Direct Costs incurred to provide electronic data
processing services to the party or parties that is or are
removing its or their electronic data processing from a Perot
Systems facility (the "Migrating Party"), until such time as
the Pertinent ICH Direct Costs are transferred to ICH or are
terminated at the request of ICH in accordance with Paragraph
8 hereof.
2.7 If ICH in good faith disputes any amount due Perot Systems
under this Agreement, ICH shall deposit the disputed amount in
escrow in a major U.S. commercial bank to be mutually agreed
with the interest thereon to be allocated to the party
entitled to the principal upon resolution of the dispute.
Such payment to the escrow account shall be due and payable on
the same date as the payment to Perot Systems would have been
due and payable if there was no dispute.
3. EXCLUDED COSTS. Perot Systems will be responsible for all other
costs associated with the provision of electronic data processing
services hereunder, including, without limitation, the costs
associated with those front-end processors and channel extenders
identified in SCHEDULE B. Perot Systems will have full access to
these front-end processors to connect other customers to Perot
Systems' network or to perform other necessary functions, provided
reasonable notice (via telephone) is provided to on-site ICH
personnel.
4. ICH CUSTOMER SERVICES. Any of the ICH Companies may request Perot
Systems to provide electronic data processing services for any of
their respective customers or for any additional ICH Company. At
the request of ICH, Perot Systems shall assist in the migration
into a Perot Systems facility of the electronic data processing of
an ICH Company or any customer of an ICH Company. Perot Systems
shall provide the requested electronic data processing services as
set forth herein, and, subject to Perot Systems' right to propose a
new schedule of charges discussed in this Paragraph below, Perot
Systems shall charge ICH the fee set forth in Paragraph 2.1(a)
hereof for such services. Assistance in migration other than such
electronic data processing services shall be rendered as a Special
Service. The requesting ICH Company shall provide Perot Systems
with at least ninety (90) days prior written notice of any such
impending increase in workload, and to the extent that such
addition is likely to increase the then current workload of Perot
<PAGE>
Systems under the Agreement by more than____[]___________________,
Perot Systems shall have the right to propose a new schedule of
charges applicable only to such additional workload, provided that
such charge shall not exceed ______________[]_____________________
of the then current CPU and DASD Base Unit Costs. The ICH Company
requesting the services shall have the right to approve the
proposed fee increase. Perot Systems shall have no duty to perform
such additional work unless and until the charges are agreed upon
by the ICH Project Manager. Any hiring or training of employees by
Perot Systems that is required to perform such services, and any
Assets that are acquired solely to perform such services, shall be
billed as an ICH Direct Cost or ICH Shared Direct Cost, as
applicable. Perot Systems shall neither hire nor train any
employees or acquire such Assets without the prior consent of ICH,
which consent shall not be unreasonably withheld.
None of the ICH Companies shall resell the services of Perot
Systems to any customers of the ICH Companies that are not
customers on the Effective Date of this Agreement unless such
services include substantive services other than data processing.
In connection therewith, Perot Systems acknowledges and agrees that
the ICH Companies shall determine the fees charged to their
customers for the services of Perot Systems, and Perot Systems
shall not be entitled to any of the revenues received from any such
customer by the ICH Companies.
Upon the written request of ICH, Perot Systems shall continue to
provide electronic data processing services, through any migration
taking a reasonable amount of time, to the Migrating Party at the
rates set forth in Paragraph 2.1 of this Agreement.
5. TERMINATION.
5.1 TERMINATION FOR NONPAYMENT. Perot Systems may terminate this
Agreement if ICH fails to pay any undisputed amounts due
hereunder upon thirty (30) days prior written notice, provided
that such termination shall not occur if ICH cures such non-
payment during such thirty (30) day period.
5.2 TERMINATION FOR BREACH. Subject to paragraph 6, either party
may terminate this Agreement if the other party breaches a
material obligation, representation, warranty or other term of
this Agreement and fails to cure such breach within thirty
(30) days after receipt of a written notice describing such
breach in reasonable detail, or such extended time period as
the parties may agree.
<PAGE>
5.3 TERMINATION FOR OTHER THAN CAUSE. Notwithstanding any other
provision of this Agreement, ICH may, without any penalty
whatsoever, terminate this Agreement at any time without
cause, provided that ICH provides Perot Systems with one
hundred eighty (180) days prior written notice. In the event
of a termination by ICH pursuant to this Paragraph 5.3, the
sole liability of ICH to Perot Systems shall be:
(i) to pay, pursuant to Paragraph 6, for the data processing
services rendered during the out-migration of the data
processing services;
(ii) to pay the Minimum Fees after completion of the out-
migration for the remainder of the Initial Term if the
out-migration is completed prior to expiration of the
Initial Term; and
(iii) to perform its obligations pursuant to Paragraphs 8(c)
and 9.
6. TRANSITION SERVICES. Upon expiration or termination of this
Agreement, except for termination by Perot Systems pursuant to
Paragraph 5.1, until ICH and Perot Systems can complete an orderly
transition, Perot Systems shall continue to process the workload of
the ICH Companies and their customers at the rates set forth in
Paragraph 2.1 of this Agreement for a reasonable period of time.
Upon completion of the orderly transition, invoices submitted by
Perot Systems to ICH for charges pursuant to Paragraph 2.1 shall be
paid by ICH within five (5) business days of receipt of the
invoices. Within thirty (30) days of Perot Systems' reconciliation
of payments made and charges incurred, but in any event within one
hundred twenty (120) days after the date of the expiration or
termination of this Agreement, Perot Systems shall remit to ICH any
advance payments made by ICH to Perot Systems hereunder that are in
excess of the amounts owed by ICH to Perot Systems under this
Agreement.
7. OWNERSHIP OR RIGHT TO POSSESSION. As of the Effective Date, as
between ICH and Perot Systems, Perot Systems has all rights of use
and possession to the facility housing the RIMF and all Assets
located at the RIMF used to provide electronic data processing
services under this Agreement, other than the customer
systems/application software listed on EXHIBIT 1 and any Assets
listed on SCHEDULE E and provided for in Paragraph 9.
8. TRANSFER OF ASSETS ON MIGRATION, EXPIRATION OR EARLY TERMINATION.
<PAGE>
(a) SOFTWARE. Perot Systems represents and warrants that as of
August 31, 1992, to the best of its knowledge, EXHIBIT 1 to
this Agreement contains a full and complete listing of all
software currently used by Perot Systems to provide electronic
data processing services to the ICH Companies and their
customers, whether application, operating or other, that
constitute:
(i) ICH Direct Costs;
(ii) ICH Shared Direct Costs;
(iii)software constituting Pooled Data Center Products; and
(iv) customer systems/application software.
(b) HARDWARE AND EQUIPMENT. Perot Systems represents and warrants
that as of the Effective Date, to the best of its knowledge,
EXHIBIT 2 hereto contains a full and complete listing of all
hardware and equipment currently used by Perot Systems to
provide electronic data processing to the ICH Companies and
their customers that constitute:
(i) ICH Direct Costs; and
(ii) ICH Shared Direct Costs.
(c) DISPOSITION UPON MIGRATION, EARLY TERMINATION OR EXPIRATION.
Except as provided in Paragraph 9, upon a migration,
termination or expiration of this Agreement, the Assets used
to provide electronic data processing services under the
Agreement shall be disposed of as follows:
ICH DIRECT COSTS. If any of the ICH Companies decides to
migrate its or its customers' electronic data processing
from the facilities of Perot Systems, Perot Systems shall
use its reasonable best efforts to promptly transfer to
ICH or its designee all Assets constituting ICH Direct
Costs utilized in connection with providing electronic
data processing services to the Migrating Party; provided,
however, that ICH agrees to accept transfer of such Assets
and financial responsibility therefor. Notwithstanding
the foregoing, Perot Systems shall not be required to
transfer any Assets if Perot Systems determines that such
transfer may violate the terms of a then existing
agreement with a third party vendor with respect to such
Assets.
ICH SHARED DIRECT COSTS. With respect to Assets
constituting ICH Shared Direct Costs utilized in
connection with providing electronic data processing to a
Migrating Party, Perot Systems shall maintain possession
of such Assets constituting ICH Shared Direct Costs and
such Assets shall remain ICH Shared
<PAGE>
Direct Costs; provided, however, that ICH may demand that
Perot Systems transfer and Perot Systems shall use its
reasonable best efforts to promptly transfer to ICH or its
designee any such Assets constituting ICH Shared Direct
Costs to ICH; provided, further, however, that ICH agrees
to accept transfer of such Assets and financial
responsibility therefor. Notwithstanding the foregoing,
Perot Systems shall not be required to transfer any Assets
if Perot Systems determines that such transfer may violate
the terms of a then existing agreement with a third party
vendor with respect to such Assets.
PSC SHARED DIRECT COSTS. With respect to Assets
constituting PSC Shared Direct Costs that are utilized to
provide electronic data processing to both non-ICH
customers and a Migrating Party, Perot Systems shall not
be obligated to transfer such Assets to ICH.
Notwithstanding the foregoing, if the Assets constituting
PSC Shared Direct Costs were provided to Perot Systems by
the ICH Companies or their customers, ICH shall have the
right to demand that Perot Systems transfer and Perot
Systems shall use its reasonable best efforts to promptly
transfer such Assets to ICH; provided, however, that ICH
agrees to accept transfer of such Assets and financial
responsibility therefor. Notwithstanding the foregoing,
Perot Systems shall not be required to transfer any Assets
if Perot Systems determines that such transfer may violate
the terms of a then existing agreement with a third party
vendor with respect to such Assets.
(d) PEROT SYSTEMS OWNED ASSETS. In all instances under this
Paragraph 8 in which Perot Systems transfers to ICH or its
designee any Assets, and such Assets are owned by Perot
Systems, ICH shall, at Perot Systems' request, purchase
any such Assets from Perot Systems at book value as set
forth on the books of Perot Systems on the date of such
purchase.
(e) THIRD PARTY CONSENTS AND TRANSFER AND TERMINATION FEES.
Perot Systems and ICH shall attempt in good faith to
promptly obtain consents needed from third parties to
consummate the transfers described herein. If the
transferor cannot obtain such consents, and the transferor
does not want to retain the Assets for its own use, the
intended transferee shall remain financially responsible
for the fees associated with such Assets. The intended
transferee may request that the transferor, and, upon such
request, the transferor shall use its reasonable best
efforts to, promptly terminate the agreement, lease or
license applicable to such Assets, and the intended
transferee shall be responsible for any penalties or other
fees related to the termination.
<PAGE>
Perot Systems agrees that upon receipt of the written
request of ICH, it shall use its reasonable best efforts
to promptly update EXHIBIT 1 and/or EXHIBIT 2. Such
service shall be performed as a Special Service.
Perot Systems and ICH agree to cooperate with one another
as the other may reasonably request to effectuate the
intent of this Paragraph .
9. SCHEDULE E ASSETS. ICH and Perot Systems agree that (i) attached
hereto as SCHEDULE E is a list of Assets that have been owned,
leased or licensed by ICH (the "Schedule E Assets") that have been
and will continue to be utilized by Perot Systems to provide
services under this Agreement; (ii) Perot Systems shall pay ICH for
the use and purchase of the Schedule E Assets an amount equal to
the monthly depreciation of such Assets, as set forth in SCHEDULE
E; (iii) Perot Systems, in turn, shall charge ICH as appropriate,
for Schedule E Assets which are Pertinent ICH Direct Costs or
Pooled Data Center Products; and (iv) ICH shall not sell or
transfer the Schedule E Assets without the prior written consent of
Perot Systems, which consent shall not be unreasonably withheld or
delayed. Upon the payment by Perot Systems of the full
depreciation of such Assets, Perot Systems shall own the Schedule E
Assets.
Notwithstanding anything in this Agreement to the contrary, upon a
migration, termination or expiration of this Agreement, with
respect to Schedule E Assets that are Pertinent ICH Direct Costs
that are removed from Perot Systems' facilities as contemplated by
Paragraph 8, Perot Systems shall stop paying ICH for the use of
such Schedule E Assets effective the date of removal. As to all
other Schedule E Assets, Perot Systems shall have the right to pay
ICH _______[]_____________________________, _______________________
as set forth in SCHEDULE E. Upon receipt of payment, ICH shall
promptly transfer such Schedule E Assets to Perot Systems, unless
such transfer is delayed by reasons beyond ICH's control (such as
the failure of a third party to consent).
10. WARRANTY DISCLAIMER. EXCEPT AS SPECIFIED IN THIS AGREEMENT, PEROT
SYSTEMS DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE
IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A SPECIFIC
PURPOSE.
11. REMEDIES.
11.1 MEASURE AND LIMITATION OF DAMAGES. The measure of
damages recoverable from one party by the other for any
reason, whether arising by negligence, intended conduct
or otherwise, shall not
<PAGE>
include any amounts for indirect, special, consequential
or punitive damages of any party, including any claim by
either party for indemnification for or contribution to
its liability to any third party, even if such damages
are foreseeable. In the event one party shall be liable
to the other party for damages arising under or in
connection with this Agreement, whether arising by
negligence, intended conduct or otherwise, then that
party may recover from the other its direct damages only,
up to a maximum for all events of ____[]________________;
provided, however, that if, at any time during the
Initial Term or a Renewal Term, ICH desires for Perot
Systems to have liability for direct damages in an amount
in excess of __[]_______________________________, then
Perot Systems shall obtain the cost of insurance for the
liability limit requested by ICH. At ICH's request and
cost, Perot Systems shall obtain such insurance coverage,
in which event Perot Systems shall be liable to ICH for
all losses covered by such insurance to the liability
limits of any insurance so obtained.
11.2 EXCLUSION. The limitations set forth in Paragraph 11.1 are
not applicable to (i) any breach of the nondisclosure and
confidentiality provisions of Section 12, (ii) the failure of
one party to make payments due under this Agreement to the
other or (iii) willful, wanton and malicious misconduct
directed by one party, at the institutional level, at the
other.
12.CONFIDENTIALITY.
12.1 OWNERSHIP AND USE OF ICH CONFIDENTIAL INFORMATION. ICH
Confidential Information shall, as between the ICH Companies
and Perot Systems, be and remain the sole and exclusive
property of the ICH Companies. Upon request of ICH or upon
expiration or termination of this Agreement, Perot Systems
shall promptly return to ICH any or all ICH Confidential
Information, or upon instruction from ICH destroy the same.
Perot Systems shall maintain all ICH Confidential Information
in strict confidence and shall only disclose ICH Confidential
Information to its employees and agents who have: (a) a
legitimate need to know such information; and (b) been advised
of the obligations and restrictions relating to the ICH
Confidential Information contained herein. Perot Systems and
its employees and agents shall not use any ICH Confidential
Information for any purpose other than that of rendering
services under this Agreement, nor shall Perot Systems or its
employees or agents disclose, sell, assign, lease, license,
encumber or otherwise commercially exploit any portion of the
ICH Confidential Information. Perot Systems shall treat ICH
Confidential Information with the same
<PAGE>
care and precaution Perot Systems affords to Perot Systems'
most confidential, valuable and secret information, but in no
event shall Perot Systems, its employees and agents use less
than due care. Perot Systems, its employees and agents shall
not encumber any storage media upon which any portion of ICH
Confidential Information is stored or maintained. Perot
Systems shall be responsible for any breach by its employees
or agents of Perot Systems' obligations set forth in this
Paragraph 12.1.
12.2 OWNERSHIP AND USE OF PEROT SYSTEMS CONFIDENTIAL INFORMATION.
Perot Systems Confidential Information shall, as between the
ICH Companies and Perot Systems, be and remain the sole and
exclusive property of Perot Systems. Upon request of Perot
Systems or upon expiration or termination of this Agreement,
ICH shall promptly return to Perot Systems any or all Perot
Systems Confidential Information, or upon the request of Perot
Systems, destroy the same. ICH shall maintain all Perot
Systems Confidential Information in strict confidence and
shall only disclose Perot Systems Confidential Information to
its employees and employees of the ICH Companies who have:
(a) a legitimate need to know such information; and (b) have
been advised of the obligations and restrictions relating to
Perot Systems Confidential Information contained herein. ICH
and its employees and employees of the ICH Companies shall not
use any Perot Systems Confidential Information for any purpose
other than as set forth herein, nor shall ICH, its employees
or employees of the ICH Companies disclose, sell, assign,
lease, license, encumber or otherwise commercially exploit any
portion of the Perot Systems Confidential Information. ICH
shall treat Perot Systems Confidential Information with the
same care and precaution ICH affords to ICH's most
confidential, valuable and secret information, but in no event
shall ICH use less than due care. ICH shall be responsible
for any breach by its employees and employees of the ICH
Companies of ICH's obligations pursuant to this Paragraph
12.2.
12.3 CONFIDENTIALITY. Except as otherwise provided herein, ICH and
Perot Systems each acknowledge and agree that all ICH
Confidential Information and Perot Systems Confidential
Information discovered, disclosed, observed or communicated to
the other party in connection with the negotiation,
preparation and performance of this Agreement was and shall be
received in confidence and shall be used only for the purposes
set forth in this Agreement. Except as otherwise provided in
Paragraphs 2.4 and 13, the parties agree that each party shall
not disclose ICH Confidential Information or Perot Systems
Confidential
<PAGE>
Information which either has in its possession,
except either party may disclose to third parties ICH
Confidential Information or Perot Systems Confidential
Information which either has in its possession pursuant to a
validly issued judicial or administrative process, subpoena or
request of documents; provided that such party receiving such
validly issued judicial or administrative process, subpoena or
request of documents promptly notifies the party whose
information is sought, and to the extent that such other party
deems necessary, cooperate with such other party as such other
party reasonably requests to protect the confidentiality of
such information, including, without limitation, objecting to
such judicial or administrative process, subpoena or request
of documents, or using reasonable efforts to obtain a
protective order, confidentiality agreement or non-use
agreement with respect to such information. In any event,
either party may disclose to third parties the existence of
this Agreement, but none of its terms, either generally or in
specific without the prior written consent of the other party.
12.4 EXCEPTION. Notwithstanding the obligations of the parties set
forth in Paragraph 12.1, 12.2 or 12.3, neither party shall
have any obligation pursuant to such Paragraphs with respect
to ICH Confidential Information or Perot Systems Confidential
Information which: (a) is already known by the party receiving
the information prior to such party learning or receiving such
information from the disclosing party; (b) is generally known
to the public; (c) becomes generally known to the public other
than as a result of an unauthorized act of the party receiving
such information; (d) is received by a party from a third
party without knowledge of any breach of such third party of
any similar non-disclosure agreement; or (e) is independently
developed by a party without use of any such information.
13. DISPUTE RESOLUTION. Perot Systems and ICH (on behalf of the ICH
Companies) each individually represent and warrant that to the best
of its knowledge, as of the Effective Date, there are no claims,
controversies, disputes or facts which exist that would cause Perot
Systems to bring a cause of action against ICH or that would cause
ICH to bring a cause of action against Perot Systems.
All controversies or claims, whether based on contract, tort or
other theory of liability, arising out of or relating to this
Agreement or its inducement or breach, other than controversies or
claims seeking relief from irreparable harm, shall be settled by
arbitration in Dallas, Texas, in accordance with the Commercial
Arbitration Rules of the American Arbitration Association (the
"Rules of Arbitration") and judgment on
<PAGE>
the award rendered by the arbitration panel may be entered in any
court or tribunal of competent jurisdiction.
The party seeking arbitration shall give written notice (the
"Arbitration Notice") to the other party specifying the nature of
the dispute or controversy to be arbitrated, the name and address
of the arbitrator appointed by the party initiating such
arbitration, and such other matters as may be required by the Rules
of Arbitration. The Arbitration Notice shall be given no later than
the earlier of (i) the expiration of any applicable statute of
limitations, or (ii) two (2) years after the cause of action
arises.
The party who receives an Arbitration Notice shall appoint an
arbitrator and notify the initiating party of such arbitrator's
name and address within fourteen (14) days after delivery of the
Arbitration Notice; otherwise, a second arbitrator shall be
appointed at the request of the party who delivered the Arbitration
Notice as provided in the Rules of Arbitration. The two (2)
arbitrators so appointed shall appoint a third arbitrator who shall
be chairman of the arbitration panel. Should the arbitrators
appointed by the parties not agree upon the appointment of the
third arbitrator within fourteen (14) days from the appointment of
the second arbitrator, the third arbitrator shall be appointed in
accordance with the Rules of Arbitration. All decisions of the
arbitration panel shall be binding on all parties to the Agreement.
All costs in connection with an arbitration shall be borne by the
non-prevailing party. The arbitration panel may award pre-award
interest but shall not award punitive damages. Under no
circumstances shall any of the arbitrators be employed by one of
the ICH Companies or Perot Systems, or by a competitor of Perot
Systems.
This Agreement shall be construed and enforced in accordance with
the laws of the State of Texas without regard to conflict of law
principles.
14. OFFERS OF EMPLOYMENT. Except as may otherwise be provided by
applicable law, ICH and Perot Systems each agree that, during the
term of this Agreement and for one (1) year thereafter, neither it
nor any of its subsidiaries or affiliates shall, except with the
prior written consent of the other, which consent may be withheld
in the other party's sole discretion, offer employment to or employ
any person employed then or within the preceding twelve (12) months
by the other or any subsidiary or affiliate of the other if such
person was involved directly or indirectly in the performance of
this Agreement.
<PAGE>
15. PERFORMANCE STANDARDS. The parties have agreed on performance
standards for the services provided hereunder which are set forth
in EXHIBIT 4 hereto.
16. SEVERABILITY. If any provision of this Agreement is held to be
unenforceable, then both parties shall be relieved of all
obligations arising under such provision, but only to the extent
that such provision is unenforceable, and this Agreement shall be
deemed amended by modifying such provision to the extent necessary
to make it enforceable while preserving its intent or, if that is
not possible, by substituting another provision that is enforceable
and achieves the same objective and economic result. If such
unenforceable provision does not relate to the payments to be made
to Perot Systems, and if the remainder of this Agreement is capable
of substantial performance, then the remainder of this Agreement
shall be enforced to the extent permitted by law.
17. BINDING NATURE AND ASSIGNMENT. This Agreement shall bind the
parties and their successors and permitted assigns. Neither party
may assign this Agreement without the prior written consent of the
other, which consent shall not be unreasonably withheld or delayed.
18. NOTICES. When one party is required or permitted to give notice to
the other, such notice shall be deemed given when delivered by hand
or when mailed by United States mail, registered or certified mail,
return-receipt requested, postage prepaid, and addressed as
follows:
In the case of Perot Systems:
Perot Systems Corporation
12377 Merit Drive
Suite 1100
Dallas, TX 75251
Attn: [name of Perot Systems Project Manager]
with a copy to:
Perot Systems Corporation
12377 Merit Drive
Suite 1100
Dallas, TX 75251
Attn: General Counsel
<PAGE>
In the case of ICH:
I.C.H. Corporation
Lincoln Plaza
500 North Akard, Suite 1204
Dallas Texas 75201
Attn: [name of ICH Project Manager]
with a copy to:
I.C.H. Corporation
100 Mallard Creek, Suite 400
Louisville, Kentucky 40207
Attn: General Counsel
Either party may change its address for notification purposes by
giving the other party written notice of the new address and the
date upon which it will become effective.
19. RELATIONSHIP OF PARTIES. Perot Systems, in furnishing services to
ICH, is acting only as an independent contractor. Except where
this Agreement expressly provides otherwise, Perot Systems does not
undertake by this Agreement or otherwise to perform any obligation
of ICH, whether regulatory or contractual, or to assume any
responsibility for ICH's business or operations. Perot Systems has
the sole right and obligation to supervise, manage, contract,
direct, procure, perform or cause to be performed, all work to be
performed and resources used by Perot Systems under this Agreement,
except where it is specifically stated that ICH must give approval
or consent.
20. WAIVER. No delay or omission by either party to exercise any right
or power it has under this Agreement shall impair or be construed
as a waiver of such right or power. A waiver by either party of
any covenant or breach shall not be construed to be a waiver of any
succeeding breach or of any other covenant. All waivers must be in
writing and signed by the party waiving its rights.
21. ENTIRE AGREEMENT. This Agreement, including all of its Schedules
and Exhibits, each of which is incorporated into this Agreement, is
the entire agreement between the parties with respect to its
subject matter, and there are no other representations,
understandings or agreements between the parties relative to such
subject matter. No amendment to, or change, waiver or discharge of
any provision of this Agreement shall be valid unless in writing
and signed by an authorized representative of the party against
which such amendment, change, waiver or discharge is sought to be
enforced.
<PAGE>
22. SURVIVABILITY. The provisions of Paragraphs 6, 8(c), 9, and 11
through 22 shall survive the termination, for any reason, of this
Agreement.
If these terms and conditions conform to your understanding, please so indicate
by signing in the space provided below and returning this Agreement to me. We
look forward to continuing our relationship with the ICH Companies.
Very truly yours,
Perot Systems Corporation
By /s/Karl B. Browning
___________________________
Karl B. Browning
ICH Account Manager
ACCEPTED AND AGREED to as of
the Effective Date:
I.C.H. Corporation
By:/s/ Robert L. Beisenherz
______________________________
Robert L. Beisenherz
President
<PAGE>
Exhibit 1
POOLED DATA CENTER SOFTWARE
--------------------------------------------------
[]
(Confidential Treatment Has Been Requested)
Page 1
<PAGE>
Exhibit 1
POOLED DATA CENTER SOFTWARE
--------------------------------------------------
[]
(Confidential Treatment Has Been Requested)
Page 2
<PAGE>
Exhibit 1
POOLED DATA CENTER SOFTWARE
--------------------------------------------------
[]
(Confidential Treatment Has Been Requested)
Page 3
<PAGE>
Exhibit 1
ICH DIRECT SOFTWARE
--------------------------------------------------
[]
(Confidential Treatment Has Been Requested)
<PAGE>
Exhibit 1
ICH SHARED DIRECT SOFTWARE
--------------------------------------------------
[]
(Confidential Treatment Has Been Requested)
<PAGE>
CUSTOMER SYSTEMS/APPLICATION SOFTWARE
----------------------------------------------
[]
(Confidential Treatment Has Been Requested)
<PAGE>
EXHIBIT 2
ICH DIRECT HARDWARE
----------------------------------------------
[]
(Confidential Treatment Has Been Requested)
<PAGE>
EXHIBIT 2
ICH DIRECT HARDWARE
----------------------------------------------
[]
(Confidential Treatment Has Been Requested)
<PAGE>
Exhibit 3
---------
NON-DISCLOSURE AGREEMENT
This Non-Disclosure Agreement ("Agreement") is made and entered into this ____
day of _______, 199__, and relates to the protection of proprietary information
belonging to Perot Systems Corporation, a Texas corporation ("PEROT SYSTEMS")
and provided to ____________________, ________________ a corporation ("ICH
AUDITOR") in order that ICH AUDITOR may audit the Pertinent ICH Direct Costs and
the CPU and DASD usage by the ICH Companies and their customers (the "Audit") in
accordance with the rights set forth in Paragraph 2.5 of that certain letter
agreement executed August __, 1993, by and between PEROT SYSTEMS and I.C.H.
Corporation (the "Letter Agreement").
In consideration of PEROT SYSTEMS providing proprietary information to ICH
AUDITOR and other good and valuable consideration, PEROT SYSTEMS and ICH AUDITOR
agree as follows:
1. "Proprietary Information" is any information, written or oral, which
relates to PEROT SYSTEMS' business, products, processes and services,
including, but not limited to, information related to research,
development, computer program designs, programming techniques, flow charts,
source code, object code, manufacturing, purchasing, accounting,
engineering, marketing, merchandising, pricing, and selling, and any list
of employees and customers, with the following exceptions: (a) information
which was already known to the ICH AUDITOR prior to any dealings between
ICH AUDITOR and PEROT SYSTEMS; (b) information ascertainable or obtainable
from public or published information; (c) information received from a third
party not known by ICH AUDITOR to be employed by or affiliated with PEROT
SYSTEMS or under an obligation to PEROT SYSTEMS to keep such information
confidential; and (d) information which is or becomes known to the public
other than through a breach of this Agreement.
2. ICH AUDITOR will maintain all Proprietary Information in confidence and
will only disclose any Proprietary Information to I.C.H. Corporation and no
other third party, including, without limitation, affiliates,
subcontractors, customers, prospective customer's licensees, consultants,
or prospective purchasers of any part of the business of ICH AUDITOR, nor
make use of any Proprietary Information that is inconsistent with the
purpose described in this Agreement without the prior written consent of
PEROT SYSTEMS.
3. ICH AUDITOR will restrict access to Proprietary Information to only such
authorized employees who require Proprietary Information in connection with
their activities as contemplated by this Agreement, and will take all steps
necessary to ensure that such employees comply with the terms hereof. ICH
AUDITOR will
<PAGE>
ensure that each of its employees to whom Proprietary Information is
disclosed or made available is informed of the terms of this Agreement and
that all such employees and agents agree to be bound by the terms hereof.
4. ICH AUDITOR will not use any Proprietary Information for the benefit of
anyone other than I.C.H. Corporation without PEROT SYSTEMS' prior written
consent.
5. All materials provided to ICH AUDITOR by PEROT SYSTEMS containing
Proprietary Information shall remain the property of PEROT SYSTEMS and
shall be returned to PEROT SYSTEMS, together with all copies thereof,
immediately upon request.
6. Providing Proprietary Information to ICH AUDITOR by PEROT SYSTEMS does not
constitute the grant of a license of any type under any patent, trademark,
or intellectual property right owned, applied for, or controlled by PEROT
SYSTEMS.
7. ICH AUDITOR acknowledges that the legal remedies for breach of the
provisions of this Agreement may be inadequate and therefore agrees that in
the event of any actual or threatened breach of any provision of this
Agreement by ICH AUDITOR, in addition to any other right or remedy which
PEROT SYSTEMS may have, PEROT SYSTEMS shall be entitled to specific
performance of such provision through injunctive or other equitable relief
obtained from a court with appropriate equity jurisdiction.
8. The invalidity or unenforceability of any particular provision of this
Agreement shall not affect the other provisions, and this Agreement shall
be construed in all respects as if such invalid or unenforceable provision
had not been contained herein.
9. This Agreement contains the entire agreement between PEROT SYSTEMS and ICH
AUDITOR with respect to the subject matter hereof; all representations,
promises, and prior or contemporaneous understandings between them are
merged into and expressed in this Agreement; and any and all prior
agreements between them are hereby canceled. This Agreement shall not be
amended, modified, or supplemented without the written agreement of PEROT
SYSTEMS and ICH AUDITOR at the time of such amendment, modification, or
supplement.
10. This Agreement shall inure to the benefit of, and be binding upon, the
respective legal representatives, successors, and assigns of the parties
hereto.
11. This Agreement shall be governed by, construed in accordance with, and
subject to the laws of the State of Texas.
2
<PAGE>
IN WITNESS WHEREOF, each party hereto has caused this Agreement to be executed
by its duly authorized representative to be effective as of the date first set
forth above.
Perot Systems Corporation ______________________________
By: __________________________ By: __________________________
(Authorized Signature) (Authorized Signature)
Name:________________________ Name:_________________________
(Type or Print) (Type or Print)
Title:_________________________ Title:________________________
3
<PAGE>
Exhibit 4
PERFORMANCE STANDARDS
The following sections represent the Service Level goals to be provided to ICH.
These Service Levels are objectives and are not subject to either bonus or
penalty conditions.
1. ON-LINE SYSTEMS AVAILABILITY. This section describes how on-line
systems availability is measured and computed.
On-line Systems Availability is measured according to the following
computation:
(SCHEDULED ON-LINE AVAILABILITY)-(UNSCHEDULED ON-LINE DOWN TIME)
---------------------------------------------------------------
Scheduled On-line Availability
Scheduled On-line Availability Time = the total scheduled time, as
provided in writing by individual ICH sites, for which specified
systems are to be available each month.
Unscheduled On-line Down Time = the total time that the specified
systems are not fully operational when scheduled to be available.
This includes network communication and is not limited to CPU
availability.
Perot Systems is responsible for delivering on-line availability in
accordance with Table 1. Failures that are not in Perot Systems'
control are not counted in the Unscheduled on-line Down Time used to
compute the availability in Table 1.
Examples of non-Perot Systems failures (Note - the list below is not meant
to be all-inclusive):
. On-line files are not available due to late batch production
cycles because of application run time (long running jobs);
. On-line files are not available due to late production cycles
caused by application system problems (abends, etc.);
. Down-time caused by On-line application problems (looping
transactions, transaction abends, storage violations, etc.);
. ICH requests that on-line files are to be closed for reasons
other than errors caused by Perot Systems;
<PAGE>
. Accessibility to the computer is impaired by failure of equipment
which is maintained by ICH;
. Any problem caused by non-vendor supported software being
operated due to an ICH requirement;
Examples of Perot Systems failures (Note - the list below is not meant to
be all-inclusive):
. Data center hardware failures;
. Failures caused by standard operating system or system software
(_[]__, __________, _____, _____, _____);
. On-line system is not up due to late production cycle caused by
the following:
Operating errors;
____[]____ (_____, _____, _____);
Errors caused by the Production Scheduling Function;
Insufficient DASD.
2. ON-LINE SYSTEMS RESPONSE TIME. This section describes how on-line
systems response time is measured and computed.
Two primary response time measurements are reported monthly. Internal
CICS response time and TSO response time performance standards are
listed in Table 1.
Internal Response Time is measured from the time the transaction is
received by the computer until the transaction is sent from the
computer. This information is used as a tool to tune the system.
TSO Response Time is measured from the time the transaction is
received by the computer until the transaction is sent from the
computer.
2
<PAGE>
TABLE 1
ON-LINE AVAILABILITY AND RESPONSE TIME STANDARDS
[]
__________
__________ __________
__________ __________ __________ __________
__________ __________ __________ __________
3. BATCH CYCLE COMPLETION. This section specifies the
critical points at which nightly processing needs to be completed and
available for ICH to print.
Batch processing must be complete and output in ICH print queues in
order to permit printing to be completed prior to the start of the
business day. Specific, critical-path, cycle jobs and print jobs will
be selected for each ICH site as the critical milestones to be used in
computing Batch Cycle Completion.
The performance standard for cycle jobs will be to complete _[]__ of
the selected cycle jobs at the indicated times each day, computed
monthly. The goal for print jobs is to start _[]__ of the specified
print jobs not later than the indicated time each day, computed
monthly.
3
<PAGE>
Perot Systems is responsible for delivering batch cycle processing in
accordance with the specifications to be developed by the parties.
Failures that are not in Perot Systems' control are not counted in the
monthly statistics used to compute the Batch Cycle Completions.
Examples of non-Perot Systems Failures (Note - the list below is not meant
to be all-inclusive.):
. At the request of ICH, on-line files are kept open past the
normally scheduled time that on-line systems are closed, thus
compressing the available time in which the nightly processing is
performed;
. Application problems, such as abending batch jobs, which are not
corrected by ICH personnel in sufficient time to meet schedules;
. Erroneous scheduling information given to Perot Systems;
. Long running batch jobs due to increased volumes or special
processing.
Examples of Perot Systems Failures (Note - the list below is not meant to
be all inclusive.):
. Data center hardware failures;
. Problems caused by standard operating system or platform software
(_[]__, _____, _____, _____.);
. Operation errors;
. Production scheduling problems;
. DASD pool management errors.
4. TEST ENVIRONMENT. This section establishes the requirements for
completion of testing and non-production computer jobs.
Test turnaround time is measured from the time the job is received in
the testing queue until it completes processing. The following table
sets forth turnaround time objectives and performance standards.
4
<PAGE>
TABLE 2
JOB TURNAROUND TIME STANDARDS
[]
5. CHANGE MANAGEMENT. This section establishes Perot Systems'response
objectives for routine changes to the operating environment.
Change Management standards establish the response time objectives of
Perot Systems for ICH initiated change requests to various operating
environment elements. Table 3 sets forth the objectives and
performance standards.
5
<PAGE>
TABLE 3
CHANGE MANAGEMENT STANDARDS
[]
6. PERFORMANCE MEASUREMENT REPORTING
Each of the categories identified in Section 3 is calculated
separately and reports are produced by the 15th of the month for the
preceding month and mailed to the ICH Project Manager.
7. CONTINGENCY PLANNING
It is understood and agreed by ICH that Perot Systems will execute
contingency planning in accordance with Perot Systems' disaster
recovery plan. This execution does not guaranty that ICH will be able
to conduct business out of an alternative data center in the event of
a disaster. Perot Systems will provide the delineated services as a
Special Service.
6
<PAGE>
7.1 PEROT SYSTEMS SERVICES
Perot Systems shall:
(a) Review of the Perot Systems contingency requirements on a regular
basis.
(b) Maintain reasonable contingency plans in the event of a disaster
at Perot Systems' data center.
(c) Test the contingency plans described above.
(d) Audit existing plans for the Perot Systems' data center
(e) Appoint a contingency planning coordinator to serve as a focal
point of activities with ICH with respect to Perot Systems'
contingency plans.
(f) Execute Perot Systems' data center contingency plans as needed
during disaster situations.
(g) Provide copies of Perot Systems' data center contingency plans
and test results to ICH on a timely basis.
(h) Maintain in a secure off-site environment any additional copies
in a suitable medium of files and data for reconstruction of lost
or altered files.
7.2 ICH OBLIGATIONS
ICH shall:
(a) Maintain application and network contingency plans including the
routine periodic backup of application datasets.
(b) Plan and schedule application and network contingency tests on a
mutually agreeable schedule.
(c) Test application and network contingency plans.
(d) Appoint a contingency planning coordinator to serve as a focal
point with Perot Systems.
(e) Execute application and network contingency plans as needed
during disaster situations.
7
<PAGE>
SCHEDULE B
FRONT-END PROCESSORS
Qty Manufacturer Device Model Description Location
[]
8
<PAGE>
SCHEDULE E
ANNUAL DEPRECIATION CHARGES
- - -------------------------------------------------------------------------------
[]
