AGENCY AGREEMENT
This AGENCY AGREEMENT ("Agreement") is entered into effective as of
March 1, 1992, (the "Effective Date") by and between PAN AMERICAN UNDERWRITERS
INSURANCE AGENTS & BROKERS, INC., an ARIZONA corporation, ("Agent") and XXXXX
INSURANCE COMPANY, a CALIFORNIA corporation, ("Company"), with reference to the
following facts:
RECITAL
A. Company desires to appoint Agent to solicit applicants for
certain of Company's insurance products and to perform additional services with
respect to Policies (as defined in paragraph 2.2) issued to such applicants.
NOW, THEREFORE, in consideration of the mutual promises and covenants
contained in this Agreement and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
l. APPOINTMENT OF AGENT; AUTHORITY
1.1 APPOINTMENT OF AGENT. Company hereby appoints Agent as
Company's nonexclusive soliciting agent and Agent accepts a nonexclusive
appointment as a soliciting agent of Company for the lines and limits of
insurance as set forth in SCHEDULE A attached hereto and incorporated herein by
this reference. Such appointment is made pursuant to the Company's published
rates and, underwriting guidelines. At any time and from time to time Company
may, in its sole discretion, change its published rates or underwriting
guidelines and withdraw from or add to the lines and limits of insurance set
forth in SCHEDULE A.
1.2 AUTHORITY. Agent's appointment and authority for such
lines and limits of insurance shall extend only to any and all states in which
Company and Agent shall both be licensed as required by prevailing regulatory
requirements and in which Company's applicable forms and rates are approved for
use. Agent shall supply Company with copies of all certificates of
qualification or licenses required of Agent to act under this Agreement.
2. AGENT'S DUTIES AND RESPONSIBILITIES
Commencing on the Effective Date, Agent will faithfully perform
all of Agent's duties with the scope of the agency relationship created under
this Agreement to the best of the Agent's professional knowledge, skill and
judgment, which duties shall include but not be limited to the following:
2.1 SOLICITATION. Agent will actively solicit and present
applicants to Company for acceptance, which applicants will meet the Company's
underwriting standards and which applications in connection therewith will be
within the limits authorized.
2.2 POLICY ISSUANCE. With respect to applications for coverage
submitted to and accept by Company, Agent will timely and properly deliver and
execute or countersign, if necessary, contracts of insurance, policies,
certificate, endorsements, memoranda and binders (collectively, "Policies") as
directed by Company. Such Policies shall not, however, be delivered by Agent
unless Agent has collected the initial premium as required by Company.
2.3 PREMIUM RATES. Agent will ensure that accurate and proper
premiums and rates for all Policies are quoted and charged in full compliance
with approved rating system of Company.
2.4 COLLECTION OF PREMIUMS. Agent will collect premiums due on
all Policies and will timely account for and pay Company on such business in
accordance with the requirements set forth in SCHEDULE B attached hereto and
incorporated herein by this reference. Company may at any time and from time to
time amend the procedures set forth in SCHEDULE 8.
2.5 FIDUCIARY CAPACITY. Agent will hold all premiums collected
and received on Policies for Company in a fiduciary capacity, separate and apart
on its books from all other funds of Agent, in a bank account or other media or
investment approved in advance in writing by Company. Agent's books and records
with respect to such funds shall be maintained in such a manner so as to
establish clearly that Agent is holding such funds and acting as trustee for
Company with respect to the same.
2.6 COMPLIANCE WITH MANUALS. Agent will comply fully and timely
with all instructions, rules, bulletins, manuals and underwriting guides issued
in writing by Company to Agent promptly upon receipt thereof.
2.7 COMPANY PROPERTY. Agent will safeguard, maintain and
account for all Policies, forms, manuals, equipment and supplies furnished Agent
by Company, all of which shall remain the property of Company, and will return
the same to Company promptly upon demand.
2.8 AGENT EXPENSES. Agent will pay, assume the obligation and
be fully responsible for all costs and expenses associated with an in respect of
the performance by Agent of its duties under this Agreement, including but not
limited to rentals, office facilities, travel expenses, transportation
facilities, employee and clerical salaries, benefits and expenses,
countersignature fees and expenses, postage, advertising and local license fees.
2.9 LEGAL COMPLIANCE. Agent will comply fully with all
regulations, bulletins, rulings, circular letter, proclamations and statutes,
federal, state or local, now or hereafter in force, and which are applicable to
Agent's appointment and status hereunder.
2.10 ACCURATE RECORDS - AUDIT. Agent will keep identifiable and
accurate records and accounts of all business and transactions effected pursuant
to this Agreement. Upon reasonable notice and at reasonable time, Agent will
permit Company to visit, inspect, examine, audit and verify, at Agent's offices
or elsewhere, any of the properties, accounts, files, documents, books, reports,
work papers and other records (other than documents subject to an
attorney-client privilege and bank examination reports) belonging to or in the
possession or control of Agent relating to the business covered by this
Agreement and at Company's expense, to make copies thereof and extracts
therefrom, provided that such audit shall not unreasonably interfere with
Agent's normal course of business.
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2.11 APPOINT PRODUCERS. Agent may appoint Producers, subject to
the provisions of paragraph 4 hereof.
2.12 ERRORS AND OMISSIONS. The Company requires that Errors and
Omissions insurance be maintained by the Agent with a limit of liability of one
million dollars ($1,000,000). The Company may request evidence of such coverage
at any time.
3. LIMITATIONS ON AGENT'S AUTHORITY
Agent shall have no authority nor shall it represent itself as
having such authority other than as is specifically set forth in this Agreement.
Without limiting the generality of the foregoing sentence, Agent agrees that it
will not do any of the following:
3.1 BIND COVERAGE. Bind coverage without prior approval of
Company. Written application must follow within three (3) working days. Binder
may not be extended without Company approval.
3.2 ALTERATIONS. Make, waive, alter or change any term, rate or
condition stated in any Company contract or Company approved form, or discharge
any contract in the name of Company.
3.3 FORFEITURE. Waive a forfeiture.
3.4 EXTENSION OF TIME. Extend the time for the payment of
premiums or other monies due under the Policies or to Company.
3.5 LITIGATION. Institute, prosecute or maintain any legal
proceedings in connection with any matter pertaining to the Company's business
nor accept service of process on behalf of Company.
3.6 TRANSACTION OF BUSINESS. Transact business in contravention
of the rules and regulations of any insurance department and/or other
governmental authorities having jurisdiction of any or all subject matters
embraced by this Agreement.
3.7 ENDORSEMENT. Except as otherwise contemplated by other
provisions of this Agreement or as may be specifically authorized by Company,
make, accept or endorse notes, or endorse checks payable to Company otherwise
incur any expense or liability on behalf of Company.
3.8 MISREPRESENTATION. Misrepresent or compare incompletely for
the purpose of inducing a policyholder in any other company to lapse, forfeit or
surrender his/her/its insurance therein.
4. APPOINTMENT OF PRODUCERS
4.1 APPOINTMENT. Agent may appoint Producers only with the
written consent of Company. All such Producers shall enter into a written
contract with Agent, but not with Company, on forms approved by Company, without
modification thereof. For the purposes of this Agreement a "Producer" is a
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licenses person, firm or corporation who, with the approval of Company, enters
into an agreement with Agent, as an insurance agent or brokers. A copy of each
such executed agreement shall be immediately furnished to Company by Agent.
4.2 REJECTION AND TERMINATION OF PRODUCERS. Company may, in its
sole discretion and without liability to Agent, approve or reject each request
by Agent for consent to its appointment of any Producer Agent shall, when
requested by Company, immediately dismiss any Producer.
4.3 RESPONSIBILITY. Agent shall save Company harmless from all
loss, expense, cost and liability resulting from unauthorized acts or
transactions by Producers for whom Agent is responsible, and any other persons
engaged by Agent or acting on its behalf. Agent shall be responsible for each
Producer with whom Agent has executed a Producer's Agreement until such
agreement is terminated, and for each Producer who has been assigned to Agent
for supervision until such supervision is terminated.
4.4 PAYMENTS TO PRODUCERS. Company will pay commissions to
Producers in accordance with the Schedule of Commissions included in or attached
to the Producers' agreements which Company may from time to time authorize Agent
to enter into, on its own behalf and not on behalf of Company. Company may at
its option, pay such Producers' commissions by either:
(i) Paying directly to one or more Producers the commissions
to which they may be entitled under agreements between any of them and Agent, or
(ii) Paying their commissions directly to Agent.
In making such payment, Company may rely fully upon the agreements delivered to
it by Agent. Company shall not be bound by an assignment or pledge of, or lien
on, any Producer's commissions due from Agent, unless it has received specific
and timely written notice of and has agreed in writing to honor such assignment,
pledge or lien. Payment pursuant to either (i) or (ii) above shall fully
discharge Company's obligation to Agent to the extent of such payments.
5. DUTIES AND OBLIGATIONS OF COMPANY
Commencing on the Effective Date, Company will faithfully perform
all of Company's duties within the scope of the agency relationship created
under this Agreement to the best of the Company's professional knowledge, skill
and judgment, which duties shall include but not be limited to the following:
5.1 MATERIALS. Company will provide Agent with such marketing
and training support materials, supplies, manuals and brochures for use by Agent
as it deems appropriate; and
5.2 PROCESSING OF APPLICATIONS. Company will promptly process
upon receipt all applications received from Agent.
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6. AGENT'S COMPENSATION
Agent shall be entitled to receive as compensation under this
Agreement a percentage of the premium written, paid for and received by Company
under this Agreement, subject to offset, at the rate shown on the Company's
current "Commission Schedule," a copy of which Commission Schedule is attached
hereto as SCHEDULE C. Agent shall pay a return commission at the same rates on
any return premiums, including return premiums on cancellations effected by
Company. Company may change the commission rates set forth in SCHEDULE C upon
sixty (60) days prior written notice to Agent.
7. COMPANY'S RIGHT TO REJECT APPLICATIONS AND CANCEL OR RESCIND
POLICIES
Company reserves the right, in its sole discretion to (i)
disapprove or reject any application for a policy submitted to it by Agent, (ii)
limit or restrict the amount or plan of any policy it shall issue, (iii) require
a high premium than that applied for, (iv) cancel or rescind any existing
policy, (v) alter or withdraw policies offered from time to time, and (vi)
introduce new policies.
8. TERM
Unless sooner terminated pursuant to paragraph 12 hereof, the
term of this Agreement shall be for a one-year period commencing immediately
upon the Effective Date (the "Term"). This Agreement shall automatically renew
thereafter for successive like period (each, a "Renewal Period") unless either
party (i) notifies the other party within sixty (60) days of the expiration of
the Term or of any Renewal Period of the intention not to renew or (ii)
otherwise terminates the Agreement pursuant to the terms hereof.
9. ADVERTISING
Agent shall not make, publish, issue or insert or cause to have
made, published, issued or inserted any advertisement, letter, circular,
pamphlet or other publications or statement written or through electronic media
("Advertisement"), referring to Company or the insurance written under this
Agreement without the express prior written approval and consent of Company
Agent will cease use of any such Advertisement upon receipt of written notice
from Company.
10. NAME, LOGO, TRADEMARK, SERVICE XXXX OR SYMBOL
Neither Company nor Agent will use the other's name nor any other
name, logo, trademark, service xxxx or symbol that is now or may hereafter be
owned by the other party, a parent or an affiliate or subsidiary thereof, except
in the manner and to the extent that the other party may specifically authorize
in writing. Upon termination of this Agreement, each party will immediately
discontinue the use of such name, logo, trademark, service xxxx or symbol
belonging to the other party or the parent, affiliate or subsidiary thereof.
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ll. INDEMNIFICATION
11.1 INDEMNIFICATION OF COMPANY. Agent shall indemnify, defend
and hold harmless Company from and against any and all claims, suits, hearings,
actions, damages, liabilities, fines, penalties, costs, losses or expenses,
including reasonable attorney's fees, caused by or resulting from any breach of
this Agreement, misconduct, error, omission, or other unauthorized act by Agent
or by Agent's employees or representatives, including but not limited to the
Producers and any independent contractors engaged by Agent to perform any of
Agent's duties under this Agreement.
11.2 INDEMNIFICATION OF AGENT. Company shall indemnify, defend
and hold harmless Agent, its affiliates, sub-agents, brokers, representatives
and holding company, as well as their respective employees, officers and
directors, from and against any and all claims, suits, actions, liabilities,
penalties, losses, fines and expenses, including reasonable attorney's fees,
which they or any of them may sustain or incur, directly or indirectly, as the
result of any misconduct, act, error, misrepresentation, inaccurate or
misleading Advertisement, omission or failure to act attributable to Company or
any officer, employee, director, agent or representative of Company, except to
the extent such alleged misconduct, act, error, omission or failure to act is
primarily attributable to Agent.
11.3 SURVIVAL OF INDEMNIFICATION. The indemnification provided
under this paragraph 11 shall survive the termination of this Agreement.
12. TERMINATION OF AGREEMENT
12.1 TERMINATION WITHOUT CAUSE. Either party may terminate this
Agreement without cause upon one hundred-twenty (120) days prior written notice
to the other party.
12.2 TERMINATION FOR CAUSE. At any time during the Term or any
Renewal Period, either party may terminate this Agreement immediately for cause
upon written notification to the other party of such termination. Such written
notice shall state the "cause" with specificity. As used in this paragraph
12.2, the term "cause" shall include, without limitation, any one or more of the
following events:
A. CONVICTION. A party's indictment for or conviction of
any felony, fraud or any crime involving dishonesty;
B. MISAPPROPRIATION OF FUNDS. The intentional
misappropriation by a party of funds or property of the other party or funds
received for it or Policyholders by such other party, including but not limited
to the intentional failure by Agent to remit to Company or Policyholders funds
due promptly after written demand therefore by Company; and
C. LICENSE SUSPENSION OR REVOCATION. The expiration or
cancellation of or refusal to renew by the issuing insurance regulatory
authority any license, certificate or other regulatory approval required in
order for a party to perform its duties under this Agreement.
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12.3 RIGHTS AND DUTIES UPON TERMINATION. If, upon termination of
this Agreement, Agent has promptly and properly accounted for and paid over to
Company, premiums and all other amounts due as provided for hereunder for which
Agent may be liable, Agent's records, use and control of policy explorations
shall remain the property of Agent. Otherwise, no such ownership rights shall
vest in Agent.
13. INDEPENDENT CONTRACTOR
This Agreement is not a contract of employment. Nothing
contained in this Agreement shall be construed to create the relationship of
joint venture, partnership or employer and employee between Company and Agent.
Each party is an independent contractor and shall be free, subject to the terms
and conditions of this Agreement, to exercise judgment and discretion with
regard to the conduct of its business. Agent shall be solely responsible with
respect to, and will promptly pay or withhold, as required, all taxes and sums
due to the federal, state and/or local taxing authorities with respect to Agent
and Agent's employees and licensees.
14. CONFIDENTIALITY
During the Term of this Agreement, and any Renewal Period
thereafter, Company and Agent may acquire access to confidential or proprietary
information of one another, including, but not limited to, the identities of one
another's respective clients, customers, prospective client and customer lists,
marketing surveys, cost analyses and procedures (collectively, "Confidential
Information"). Such Confidential Information constitutes proprietary information
and/or trade secrets and is the sole and exclusive property of the party
generating such information. The parties agree that:
(a) Each party shall use the Confidential Information of the
other only for the purposes of carrying out its obligations under this
Agreement;
(b) All Confidential Information of a party and any physical and
electronic embodiments thereof to which the other party acquires access will be
held by such other party in strict confidence; and
(c) Neither party will reveal, disclose, publish or use such
Confidential Information of the other party except as provided hereunder.
The provisions of this paragraph 14 shall survive the termination
of this Agreement.
15. GENERAL PROVISIONS
15.1 OFFSET. All amounts due Agent under this Agreement shall be
subject to the right of offset.
15.2 ASSIGNMENT. This Agreement and the rights, duties and
obligations of the parties hereto shall not be assignable by either party hereto
without the prior written consent of the other party and any purported
assignment in the absence of such consent shall be void.
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15.3 FURTHER INSTRUMENTS. Each party shall execute and deliver
all further instruments, documents and papers, and shall perform any and all
acts necessary, to give full force and effect to all of the terms and provisions
of this Agreement.
15.4 SEVERABILITY. If any provision of this Agreement, as
applied to any party or to any circumstance, shall be found by a court of
competent jurisdiction to be void, invalid or unenforceable, the same shall in
no way affect any other provision of this Agreement, the application of any
such provision in any other circumstance, or the validity or enforceability of
this Agreement.
15.5 NOTICES. All notices which are required to be given or
submitted pursuant to this Agreement shall be made in writing and shall be
deemed given when deposited with the United States Postal Service, postage
prepaid, registered or certified mail, return receipt requested, or when
deposited with an overnight mail delivery service, to the last address of record
of each party being notified which is maintained by the other party in the
ordinary course of business.
Any notice or demand required to be made under this Agreement to Agent
shall be given to:
Xxxxx X. Xxxxx
000 Xxxxxxx Xxxxxxxxx
Xxxxxxx, Xxxxxxxxxx 00000-0000
Any notice or demand required to be made under this Agreement to
Company shall be given to:
Xxxxxx X. Xxxxxxxx
000 X. Xxxx Xxxxxx, Xxxxx 000
Xxxxxxxx, Xxxxxxxxxx 00000
Any party may, by virtue of written notice in compliance with this
paragraph, alter or change the address or the identity of the person to whom any
notice, or copy thereof, is to be sent.
15.6 WAIVERS. A waiver by any party of any of the terms and
conditions of this Agreement in any one instance shall not be deemed or
construed to be a waiver of such term or condition for the future, or of any
subsequent breach thereof, nor shall it be deemed a waiver of performance of any
other obligation hereunder.
15.7 ENTIRE AGREEMENT. This Agreement contains the entire
understanding of the parties hereto relating to the subject matter hereof and
supersedes all prior and collateral agreements, understandings, statements and
negotiations of the parties. Each party acknowledges that no representations,
inducements, promises or agreements, oral or written, with reference to the
subject matter hereof have been made other than as expressly set forth herein.
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15.8 GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the laws of the State of California.
15.9 GENDER AND NUMBER. In all matters of interpretation,
whenever necessary to give effect to any provision of this Agreement, each
gender shall include the other, the singular shall include the plural and the
plural shall include the singular.
15.10 PARAGRAPH AND SUBPARAGRAPH HEADINGS. The titles of the
paragraphs of this Agreement are for convenience only and shall not in any way
affect the interpretation of any provision or condition of this Agreement.
15.11 THIRD PARTIES. Except as may be expressly set forth
herein, the parties hereto do not intend to confer any rights or remedies upon
any person other than the parties hereto.
15.12 LEGAL ACTION. In the event of any litigation between or
among the parties hereto respecting or arising out of this Agreement, the
prevailing party or parties shall be entitled to recover reasonable attorneys'
fees and costs, whether or not such litigation proceeds to final judgment or
determination.
15.13 AMENDMENT. This Agreement may not be amended except by a
writing signed by both parties.
15.14 COUNTERPARTS. This Agreement may be executed in
counterparts which, taken together, shall constitute the whole of the Agreement
as between the parties.
IN WITNESS WHEREOF, the parties have executed this Agreement effective
as of the day and year first above written.
COMPANY: XXXXX Insurance Company
By: /s/ Xxxxxx X. Xxxxxxxx
------------------------------------
XXXXXX X. XXXXXXXX
Title: President/CEO
------------------------------------
AGENT: Pan American Underwriters Insurance Agents & Broker, Inc.
By: /s/ Xxxxx X. Xxxxx
------------------------------------
XXXXX X. XXXXX
Title President/CEO
------------------------------------
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SCHEDULE A
POLICIES
Workers' Compensation and Employers Liability Insurance
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SCHEDULE B
COLLECTION OF PREMIUMS
A. Agent shall be liable to Company for the full amount of premiums
earned on all insurance contracts, regardless of the collectability or
collection status of the accounts by the Agent except as outlined in paragraph B
of this Schedule. Agent shall collect and receive, in the name of Company, all
premiums and any other remuneration on policies, binders, or endorsements of
Company written by or through it. Such premiums shall be collected from insures
in accordance with the following general standards:
(1) Deposit Premiums - at or no later than fifteen (15) days from the
policy inception date or the billing date.
(2) Installment, Endorsement or Any Other Premium Xxxxxxxx - promptly
and, in no event, not more than thirty (30) days after the billing date.
(3) Interim Voluntary Payroll Report - promptly and, in no event, not
more than thirty (30) days after the end of the monthly, quarterly or
semi-annual reporting period.
(4) Annual, Interim and Cancellation Audits - promptly and, in no
event, not more than thirty (30) days after the billing date.
B. By mutual agreement between both parties, the Agent may return to
the Company for direct collections a particular premium billing provided:
(1) The Agent notifies the Company in writing within thirty (30) days
from the billing date.
(2) No commissions shall be payable to the Agent on any premiums
returned to the Company for direct collection whether collected or not.
C. The above standards may from time to time be altered and new and
different standards adopted by Company. Company's decision with respect thereto
shall be final and an amendment of this Agreement shall not be necessary in
order to effectuate new standards.
D. Where return premium is due an insured, Agent shall promptly
transmit the net return premium from Company funds, adding thereto the return
commission from its own funds at the same rate at which such commissions were
originally retained.
E. Premium monies received by Agent are held by Agent in its
fiduciary capacity and shall be transmitted to Company within two (2) business
days unless paid to one of Agent's branch offices, in which case, within five
(5) business days, deducting therefrom only Agent's commission as provided in
paragraph 6 hereof and such funds as may be necessary to pay net return premiums
as set forth above.
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SCHEDULE C
COMMISSIONS
Workers' Compensation - 13.5%
Special Commission rates on individual policies or groups may be
negotiated by mutual agreements of the parties.
No commission shall be paid or returned on additional or return
premiums resulting from retrospective rating plan computations.
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AMENDMENT NO. 1
TO
AGENCY AGREEMENT
This Amendment No. 1 to Agency Agreement (this "Amendment") is entered into
as of the fifteenth day of June, 1996 with reference to that certain Agency
Agreement between Xxxxx Insurance Company and Pan American Underwriters
Insurance Agents & Brokers, Inc. dated as of March 1, 1992 (the "Agreement").
All capitalized terms used herein without definition shall have the meaning
ascribed to them in the Agreement.
In consideration of the mutual covenants set forth herein and other good
and valuable consideration the receipt and sufficiency of which are hereby
acknowledged, the Agent and the Company agree to amend the Agreement as follows:
1. Schedule C to the Agreement is hereby amended and restated to read in
full as follows:
"Workers' Compensation - 11%, effective January 1, 1996
Special Commission rates on individual policies or groups may be negotiated
by mutual agreements of the parties.
The Company agrees to pay to the Agent the following bonus commission for
the 1996 calendar year contingent upon the Agent meeting the following premium
volume thresholds:
INVOICED 1996 PREMIUM VOLUME BONUS COMMISSION
$2,000,000 1% of Invoiced Premium
$4,000,000 Additional 1% of Invoiced Premium
$6,000,000 Additional l% of Invoiced Premium
The foregoing bonus will be paid quarterly based on invoiced premium
written prior to the end of the applicable quarter. The bonus will apply to all
premium written, not merely the amount of premium over the premium threshold.
The bonus will be subject to offset to the same extent as commissions payable
under this Agreement."
2. In all other respects, the Agreement shall continue in full force and
effect.
IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the
date first written above:
XXXXX INSURANCE COMPANY PAN AMERICAN UNDERWRITERS
INSURANCE AGENTS &
BROKERS, INC.
By: /s/ Xxxxxxx X. Xxxxxx By: /s/ Xxxxx X. Xxxxxxxxx
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AMENDMENT NO. 2
TO
AGENCY AGREEMENT
This Amendment No. 2 to Agency Agreement (this "Amendment") is entered into
as of the first day of April, 1997 with reference to that certain Agency
Agreement between Xxxxx Insurance Company and Pan American Underwriters
Insurance Agents & Brokers, Inc. dated as of March 1, 1992, as amended (the
"Agreement"). All capitalized terms used herein without definition shall have
the meaning ascribed to them in the Agreement.
In consideration of the mutual covenants set forth herein and other good
and valuable consideration the receipt and sufficiency of which are hereby
acknowledged, the Agent and the Company agree to amend the Agreement as follows:
1. The relevant provisions of Schedule C to the Agreement are hereby
amended as follows:
"The Company agrees to pay to the Agent the following bonus commission
during the 1997 calendar year contingent upon the Agent meeting the following
quarterly premium volume thresholds:
INVOICED QUARTERLY 1997 PREMIUM VOLUME BONUS COMMISSION
$500,000 1% of Invoiced Premium
$1,000,000 Additional 1% of Invoiced Premium
$1,500,000 Additional 1% of Invoiced Premium
The foregoing bonus will be paid quarterly based on invoiced premium
written prior to the end of the applicable quarter. The bonus will apply to all
premium written, not merely the amount of premium over the premium threshold.
The bonus will be subject to offset to the same extent as commissions payable
under this Agreement."
2. In all other respects, the Agreement (including the unamended
provisions of Schedule C) shall continue in full force and effect.
IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the
date first written above:
XXXXX INSURANCE COMPANY PAN AMERICAN UNDERWRITERS
INSURANCE AGENTS &
BROKERS, INC.
By: /s/ Xxxxx X. Xxxxxxxxx By: /s/ Xxxxxxx X. Xxxxxx
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