1
EXHIBIT 1.A.(3)(b)
XXXXXXX XXXXX LIFE INSURANCE COMPANY
GENERAL AGENCY AGREEMENT
This agreement, effective as of the 5 day of January , 1989, is made
between XXXXXXX XXXXX LIFE INSURANCE COMPANY ("the Company"), a Washington
corporation, and XXXXXXX XXXXX LIFE AGENCY INC., a Washington corporation, and
the corporations listed together with their respective states of incorporation
on the signature pages hereof (hereinafter referred to collectively as "the
General Agent")
WITNESSETH THAT:
1. APPOINTMENT
1.1 The General Agent is hereby appointed upon the terms and conditions
set forth in this agreement for the purpose of securing applications
for the Company's insurance products or annuities as set forth in the
schedule attached hereto (hereinafter referred to as "insurance").
The General Agent agrees to follow and be governed by the provisions
hereof and by such reasonable rules and regulations for the conduct of
its business as the Company may establish and deliver to the General
Agent while this agreement is in force.
2. APPOINTMENT OF SUB-AGENTS
2.1 The General Agent may recruit persons of ability and good character to
aid the General Agent in the performance of its duties hereunder and
may enter into its own agreements with such persons, herein referred
to as sub-agents. The General Agent shall supervise the activities
and training of such sub-agents, and shall use its best efforts to
insure that all such sub-agents comply with the Company's rules and
regulations referred to in Section 1 of this agreement. No sub-agent
shall have any interest in any compensation from the Company in
connection with sales of any insurance, whether in the form of
first-year commissions, renewal commissions, service fees, bonuses or
otherwise.
2.2 All appointments of sub-agents shall be subject to the approval of the
Company. The Company reserves the right to
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withdraw the approval of any sub-agent at any time, whereupon such
sub-agent's right to solicit insurance issued by the Company shall
terminate 30 days from the date of mailing written notice of such
withdrawal to the General Agent and to the affected sub-agent.
2.3 The General Agent hereby guarantees all financial obligations to the
Company of all sub-agents supervised by the General Agent and agrees
to pay the same if not paid when due.
3. DELIVERY OF POLICES
3.1 The General Agent shall not deliver any policy of life insurance
unless:
(a) The applicant, to the best of the General Agent's knowledge,
is in good health and in insurable condition at the time of
delivery;
(b) The first premium has been paid as herein set forth; and
(c) Delivery is made within 30 days from the date said policy is
mailed from the Company's home office.
The General Agent shall return to the Company by the 31st day after
such mailing any policy not so delivered.
3.2 The General Agent shall immediately forward to the Company the whole
of any premium payment, entire or partial, taken with an application
for insurance. The General Agent and each of the sub-agents shall
accept such premium payment only in the form of checks, money orders
or bank drafts drawn to the order of the Company and which shall be
forwarded by the General Agent to the Company as soon after receipt
thereof by General Agent as practicable. Neither the General Agent
nor any sub-agent shall have any authority to endorse checks, money
orders or bank drafts payable to the Company.
3.3 The General Agent shall have no right nor authority to receive or
collect money for or on behalf of the Company at
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any time or for any purpose except the initial premium on applications
procured by the General Agent as provided in Section 3.3 hereof and
necessary to put the policy in force. The Company may, however, by
specific written authorization permit the General Agent to collect
deferred first-year premiums and/or renewal premiums as and when they
become due, but then only in the form set forth in Section 3.3 hereof
and only in exchange for the regular receipt of the Company therefor
furnished to the General Agent for the purpose of effecting such
collections.
4. COMPENSATION
4.1 Subject to all terms and conditions of this agreement, the Company
will pay to the General Agent commissions upon premiums for policies
effected through the General Agent. Commissions shall be computed
according to the Compensation Schedule attached to this agreement.
The Company reserves the right to change or add to the Compensation
Schedule at any time by written notice to the General Agent prior to
the effective date of such addition or change. Such change shall not
affect commissions accrued or to accrue according to the schedule in
effect at the time an issued policy was applied for. Commissions
shall become payable only after premiums have become due and have been
received by the Company. Accrued commissions shall be payable monthly
in the month following accrual.
4.2 In the event the Company returns the premium or premiums for a policy
because of a misunderstanding or alleged misrepresentation by the
applicant or by the General Agent or one of its sub-agents, the
General Agent shall repay to the Company all commissions received by
the General Agent on the policy with respect to which premiums were so
returned.
4.3 Whenever, within six months from the date of lapse or surrender of
insurance on any person insured by the Company, new insurance is
issued by the Company on such person, the Company will pay first year
commissions only on that part of the premium for the new insurance
which exceeds the premium for the insurance replaced, unless the
commissions have been charged back in accordance with the current
Compensation Schedule.
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If a policy in force for at least two years contains the privilege of
conversion to a different form and the General Agent procures
conversion of such policy to a new policy, commissions on the new
conversion policy shall be paid at the rate specified in the
Compensation Schedule attached to this agreement. In the event of
conversion of a policy prior to its second anniversary, the Company
will pay an adjusted commission on the new policy.
4.4 Except as provided in Sections 4.2 and 4.5 hereof, commissions which
are payable to the General Agent pursuant to Section 4.1 hereof are
vested and shall remain vested, any termination of this agreement
pursuant to Section 8.2 hereof notwithstanding; provided, however, if
any commissions payable to the General Agent in any calendar year are
less than $100, the Company shall no longer be obligated to the
account for or pay renewal commissions. The compensation provided for
in this agreement shall be the full and sole compensation to the
General Agent for all services performed and expenses incurred by the
General Agent under this agreement.
4.5 If the General Agent, at any time before this agreement is terminated,
(a) commits any offense which would be a basis, under the insurance
laws of any state in which the General Agent is licensed, for denial,
suspension or revocation of an insurance agent's license; or (b)
breaches any provision of this agreement or the Company's rules and
regulations referred to in Section 1 of this agreement or either
before or after termination of this agreement, (c) aids or abets
others in any of the acts specified above, or (d) becomes insolvent,
makes an assignment for the benefit of creditors or permits a
voluntary or involuntary petition in bankruptcy to be filed against
it, then, and in any of such events, the General Agent shall be deemed
to have failed to qualify for any further compensation and none shall
be payable thereafter. The forbearance from each of the acts
enumerated in subparagraphs (a) through (d) is a condition precedent
to the right of the General Agent to receive compensation under this
agreement and each of said enumerated acts constitutes an independent
and severable condition.
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5. BOOKS AND RECORDS
5.1 Each party hereto shall have the right, during normal business hours
and upon 10 days prior written notice, to inspect the books and
records of the other party relating solely to the business
contemplated by this agreement.
5.2 The Company shall furnish the General Agent with specimen forms
required by regulations, such as replacement analysis forms,
disclosure material, etc., required for use in connection with the
sale of the Company's products.
5.3 The Company shall furnish the General Agent with current customer data
such as names, addresses and policy terms on a monthly basis.
5.4 Any unused policies, forms, applications and other supplies furnished
by the Company to the General Agent shall always remain the property
of the Company and shall be accounted for and returned by the General
Agent to the Company on demand.
5.5 From time to time, the Company may develop and make available to the
General Agent computer software or related materials ("Software"), in
magnetic, written or other form, to be used in connection with the
sale of the policies. The Company hereby grants the General Agent a
non exclusive royalty-free license to use any such Software. The
Company warrants that all such Software is and shall remain its
exclusive property, free from all third-party claims. The Company
shall indemnify and defend the General Agent from and against any and
all claims (including the costs of reasonable attorneys' fees,
investigation and defense of such claims) relating to General Agent's
use of such Software. The General Agent agrees not to copy such
Software, except as required to perform its obligations hereunder, nor
to generate or obtain written copies of Software supplied in magnetic
form and to return all such Software and all copies upon demand or
upon the termination of this agreement.
6. LIMITATIONS
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6.1 In performance of all of its duties under this agreement the
relationship of the General Agent to the Company is that of
independent contractor and none other. Neither the General Agent nor
any sub-agent, officer, partner or employee thereof, as the case may
be, shall be deemed to be an employee of the Company for any purpose,
and nothing herein contained shall be construed to create the
relationship of master and servant or employer and employee between
the Company and the General Agent or any sub-agent. Within the
general rules and regulations of the Company respecting the conduct of
business hereunder, the General Agent may exercise its own judgment as
to the time and manner of such performance, and the means and manner
of transportation, if any, used by the General Agent and any
sub-agent.
6.2 The General Agent has no authority to incur any obligation or debt for
or on behalf of the Company without its express written consent; to
make, modify or discharge any contract on behalf of the Company; to
extend the time for payment of any premium; or to waive, alter, modify
or change any of the terms, rates or conditions of the Company's
policies of insurance.
6.3 ADVERTISING APPROVAL: (a) The Company agrees that it will make
available to the General Agent for the General Agent's review and
prior approval any advertising or sales promotional material which
relates to the sale of the Company's products, at least 30 days prior
to the scheduled release of such information or material directly to
the General Agent's agents, sub-agents, employees, or representatives.
(b) The General Agent agrees that neither it nor its agents,
sub-agents or employees shall use in any way, print, publish,
disseminate, or otherwise make available to its agents, sub-agents,
employees or customers any advertising or sales promotional material
relating to the Company or its products without the prior consent of
the Company.
(c) "Advertising or Sales Promotional Material" for the purpose of
this agreement shall include:
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(1) printed and published material, audiovisual material,
billboards and similar displays, descriptive literature used
in direct mail, newspapers, magazines, radio and television
scripts;
(2) descriptive literature and sales aids of all kinds
including but not limited to circulars, leaflets, booklets,
marketing guides, seminar material, computer print-outs,
depictions, illustrations and form letters;
(3) material used for the training and education of
sub-agents which is designed to be used or is used to induce
the public to purchase or retain a policy; and
(4) prepared sales talks, presentations, and material for use
by sub-agents.
(d) Neither party shall institute any legal proceedings against a
third party regarding or affecting products marketed or services
rendered under this agreement without first obtaining written consent
of the other party to this agreement. Such consent may not be
unreasonably withheld.
7. INDEBTEDNESS
7.1 Any amounts payable by the General Agent to the Company under this
agreement shall be offset against any amounts payable by the Company
to the General Agent; otherwise payment shall be made by the General
Agent to the Company in cash.
8. TERMINATION
8.1 In the event the General Agent, while this agreement is in force,
commits any of the acts enumerated in subparagraphs (a) through (d) of
Section 4.5 hereof, the Company may terminate this agreement upon
written notice mailed or delivered to the General Agent at its last
known address, such termination to be effective on the date stated in
such notice.
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8.2 This agreement may be terminated without cause by either the General
Agent or the Company upon 30 days' written notice mailed to the other
at the last known address.
8.3 In the event of any termination of this agreement, any unused supplies
furnished by the Company and in the General Agent's possession shall
remain the property of the Company and shall be returned upon demand.
9. COMPLIANCE
9.1 The Company and the General Agent agree that during the continuance of
this agreement they will take all action which is required for them to
comply and for each product marketed hereunder to comply, and to
continue to comply with all applicable federal and state laws and
regulations, and the rules and regulations of all appropriate
self-regulatory organizations.
9.2 The Company shall be responsible for notifying the General Agent of
all licensing and appointment requirements of the states in which the
Company and the General Agent will be doing an insurance business
under this agreement.
10. NOTICE AND REQUIRED REGULATORY REPORTS
10.1 The Company will give the General Agent notice in advance of any
changes made with regard to products marketed under this agreement.
If the decision to make changes with regard to such products is not in
response to legal or regulatory mandate, 30 days prior written notice
to the General Agent is required.
10.2 The Company will notify the General Agent within 10 days of its
obtaining knowledge of any actual or impending adverse change in the
Company's financial condition, the financial condition of any
subsidiary, parent company or reinsurer, or if the "Best's" rating of
the Company, any subsidiary, parent or reinsurer has been or is to be
lowered.
10.3 (a) Within 20 days after the Company has sent or delivered the
following reports to the pertinent regulatory agency,
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the Company agrees to send or furnish the General Agent a copy of each
such report actually filed. The reports are:
(1) The Annual Statement of the Company filed with the
Company's state of domicile.
(2) The Quarterly Convention Statement of the Company filed
with the Company's state of domicile.
(b) As part of an insurance holding company system under the laws of
its state of domicile and subject to said laws, the Company agrees to
send, within 20 days of delivery to the pertinent regulatory agency,
copies of the following:
(1) Any amendments to the Company's Registration Statement.
(2) The Company's Annual Report describing transactions during
the prior year with entities within the holding company
system.
(3) Any request for approval filed by the Company with said
regulatory agency with respect to any proposed transaction(s)
between the Company and any entity within the holding company
system.
(4) If applicable, the 10-K report of the Company's parent
filed with the United States Securities and Exchange
Commission ("SEC").
(5) If applicable, the 10-Q report of the Company's parent
filed with the SEC.
(c) Subsections (a) and (b) shall not be required if the Company
remains an affiliate of the General Agent.
10.4 Each party will notify the other of any regulatory or administrative
investigation or inquiry, claim or judicial proceeding which may
affect products marketed or services rendered under this agreement
within 10 days of knowledge of such, excluding, however, claims for
benefits under a policy or application or contests regarding the
validity,
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enforceability, or construction of any policy or application
issued by the Company.
(a) Within 10 days after receipt by either party of notice of
any such investigation or proceeding, the party in receipt
thereof will notify the other party by forwarding a copy of
all documents received in connection with the matter and will
communicate to the other party additional information it deems
necessary to furnish the other party a complete understanding
of same.
(b) In the case of a customer complaint with respect to the
General Agent, any sub-agent or any company or person
affiliated with the General Agent or any sub-agent, the
Company shall not take any final action with respect to such
complaint without prior consultation with the General Agent.
(c) For the purposes of this agreement, the term "customer
complaint" shall mean a written communication either directly
from a purchaser or his legal representative or indirectly
from a regulatory agency to which he or his legal
representative has written, expressing a grievance.
(d) Each party agrees to cooperate fully with the other in
any regulatory investigation, administrative or judicial
proceeding or customer complaint regarding products marketed
or services rendered under this agreement.
(e) Any change in interest rates for new contracts or
renewals will be confirmed in writing to the General Agent.
(f) All communications under this agreement shall be in
writing and shall be mailed by certified mail, postage
prepaid;
(i) if to the General Agent, to:
Xxxxxxx Xxxxx Life Agency Inc.
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X.X. Xxx 0000
Xxxxxxxxx, Xxx Xxxxxx 00000-0000
Attention: Xxxxxx X. XxXxxxxxxx, Xx.
(ii) if to the Company, to:
Xxxxxxx Xxxxx Life Insurance Company
Xxxx Xxxxx Xxxxxxxx
Xxxxxxx, Xxxxxxxxxx 00000
Attention: Xxxxxx X. Xxxxxxxxxx
11. TERRITORY, WITHDRAWAL OF BUSINESS AND POLICY FORMS
11.1 The Company, upon 30 days prior written notice to the General Agent,
may stop doing business in any state or territory and withdraw any
policy forms from the General Agent.
The Company may suspend the sale of any policy or contract upon notice
to the General Agent when such suspension is in response to regulatory
authority.
12. PRODUCT NAMES
12.1 The Company hereby represents and warrants that the Company has
exclusive right, title and interest in any product's name.
12.2 The Company shall indemnify and defend the General Agent from and
against any and all claims (including the costs of reasonable
attorneys' fees, investigation and defense of such claims) relating to
the General Agent's use of any product name.
12.3 Each party shall notify the other promptly in writing of any and all
allegations or claims by others of which it may become aware that the
use of the product name infringes any trademark or service xxxx,
violates any property right of a third party, or violates or is
contrary to any law, regulation, order, consent, or the like. Company
shall notify General Agent of the settlement or outcome of any such
claim or suit.
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13. CUSTOMER CONFIDENTIALITY
13.1 The Company agrees that the names and addresses of all customers and
prospective customers of the General Agent, of the General Agent's
parent company and of any affiliated company which may come to the
attention of the Company or any company or person affiliated with the
Company are confidential. Such customer information shall not be
used, without the prior written consent of the General Agent, by the
Company or any company or person affiliated with the Company for any
purpose whatsoever except as may be necessary in connection with the
administration and servicing of the products sold by or through the
General Agent.
In no event shall the names and addresses of such customers and
prospective customers be furnished by the Company to any other company
or person including, but not limited to, (1) any of such company's
managers, agents or brokers which are not sub-agents of the General
Agent, (2) any company affiliated with the Company or any manager,
agent or broker of such company, or (3) any securities broker-dealer
or any insurance agent affiliated with such broker-dealer.
The Company agrees that neither the Company nor any company or person
affiliated with the Company shall solicit directly any customers whose
names constitute confidential information pursuant to this Section.
The intent of this paragraph is that the Company shall not utilize, or
permit to be utilized, its knowledge of the General Agent, of its
parent company or of any affiliated companies or of the customers of
any of the foregoing for the solicitation of sales of any product or
service.
This Section shall survive termination of this agreement.
14. MISCELLANEOUS
14.1 The failure of the Company or the General Agent to insist upon
compliance by the other party with any terms or conditions of this
agreement or any rule or regulation of the Company shall not
constitute or be construed as a waiver
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by either the Company or the General Agent of any rights under this
agreement.
14.2 Neither the Company nor the General Agent shall be bound by any
promise, agreement, understanding, or representation heretofore or
hereafter made relative to the subject matter of this agreement,
except a Compensation Schedule as specified in Section 4.1 hereof,
unless the same is contained in a written instrument signed on behalf
of the parties hereto by the President or one of the Vice Presidents
of the General Agent and of the Company.
14.3 This agreement shall be construed and any questions arising under it
decided according to the statutory and common law of the State of
Washington.
14.4 If any provision or condition of this agreement shall be held to be
invalid or unenforceable by any court, the validity of the remaining
provisions and conditions shall not be affected thereby.
14.5 This agreement may be amended, modified or waived, in whole or in
part, only by a writing signed by the party against whom enforcement
thereof is sought. This agreement may be assigned by either party
only with the prior written consent of the other party. This
agreement shall be binding on the parties' respective successors and
assigns.
Made and executed at Seattle, Washington, effective on the date first
hereinabove set forth.
XXXXXXX XXXXX LIFE INSURANCE COMPANY
By /s/ XXXXXX X. XXXXXXXXXX
----------------------------------
Xxxxxx X. Xxxxxxxxxx
Vice President, Xxxxxxx Xxxxx Marketing
----------------------------------------
Title
January 5, 1989
----------------------------------------
Date
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ML Life Agency Inc.,
A Texas Corporation
/s/ XXXXXXX X. XXXXXX
----------------------------------------
Xxxxxxx X. Xxxxxx
Authorized Officer
1/16/89
----------------------------------------
Date
Xxxxxxx Xxxxx Life Agency Ltd.,
A Mississippi Corporation
Xxxxxxx Xxxxx Life Agency Inc.,
A Washington Corporation
Xxxxxxx Xxxxx Life Agency Inc.,
An Alabama Corporation
Xxxxxxx Xxxxx Life Agency Inc.,
An Arizona Corporation
Xxxxxxx Xxxxx Life Agency Inc.,
An Arkansas Corporation
Xxxxxxx Xxxxx Life Agency Inc.,
An Idaho Corporation
Xxxxxxx Xxxxx Life Agency Inc.,
An Illinois Corporation
Xxxxxxx Xxxxx Life Agency of Maine Inc., A
Maine Corporation
Xxxxxxx Xxxxx Life Agency Inc.,
A Massachusetts Corporation
Xxxxxxx Xxxxx Life Agency Inc.,
A Montana Corporation
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Xxxxxxx Xxxxx Life Agency Inc.,
A New Mexico Corporation
Xxxxxxx Xxxxx Life Agency Inc.,
A Puerto Rico Corporation
Xxxxxxx Xxxxx Life Agency Inc.,
A South Dakota Corporation
Xxxxxxx Xxxxx Life Agency Inc.,
A Virgin Islands Corporation
/s/ XXXXXX X. XxXXXXXXXX, XX.
----------------------------------------
Xxxxxx X. XxXxxxxxxx, Xx.
Authorized Officer
1/11/89
----------------------------------------
Date
Xxxxxxx Xxxxx Life Agency Inc.,
An Ohio Corporation
Xxxxxxx Xxxxx Life Agency Inc.,
An Oklahoma Corporation
/s/ XXXXXXX X. XXXXX
----------------------------------------
Xxxxxxx X. Xxxxx
Authorized Officer
January 6th, 1989
----------------------------------------
Date
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XXXXXXX XXXXX LIFE INSURANCE COMPANY
General Agent Compensation Schedule
Until further notice as provided in the General Agency Agreement dated 1/5/89,
compensation will be paid according to the following schedule for the contracts
and policies listed:
**Percent of Average
Description Percent of Contract Value at
of Contract Each Premium Each Year-End
----------- ------------ -------------
Individual Variable 4% .0625%
Annuity Contract,
Flexible Premium,
Non-Participating,
Form ML-AY-2 1185*
Form ML-AY-2 1185* 5% .0625%
sold as a qualified
Tax-Sheltered Annuity
*And any state variations thereof.
**Until the Annuity Date.
In the event of full or partial withdrawal of contract value within six months
after date of issue of a contract, the General Agent's Account will be debited
in an amount equal to the lesser of 2% (2.5% if TSA) of the amount withdrawn or
2% (2.5% if TSA) of the sum of all premiums.
* * * *
Description Percent of Each Percent of Each
of Contract Premium Paid During Premium Paid During
----------- First Policy Year Subsequent Policy
Years ----------------- -----------------
-----
Flexible Premium 5.0% 2.0 %
Deferred Annuity
Form ML-AY-15 486*,
issued in connection
with a qualified plan
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Flexible Premium 4.0% 2.0 %
Deferred Annuity
Form ML-AY-15 486*,
issued in connection
with a non-qualified
plan
*And any state variations thereof.
In the event of full or partial withdrawal of contract value within six months
after the effective date of a premium payment, the General Agent's account will
be debited in an amount equal to either:
1) 5.0% (4.0% non-qualified) of the lesser of the premium(s)
or the amount withdrawn, respecting withdrawal of premiums
paid during the first policy year, or
2) 2.0% of the lesser of the premium(s) or the amount
withdrawn respecting withdrawal of premiums paid during
subsequent policy years.
In the event of full or partial withdrawal of contract value within the second
six months after the effective date of a premium payment, the General Agent's
account will be debited in an amount equal to either:
1) 2.5% (2.0% non-qualified) of the lesser of the premium or
the amount withdrawn, respecting withdrawal of premiums paid
during the first policy year, or
2) 1.0% respecting withdrawal of premiums paid during
subsequent policy years.
The General Agent's account will not be debited with respect to such part of
the first withdrawal in a contract year as does not exceed 10% of the contract
value on the date of withdrawal.
* * * *
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On Subsequent Renewals
Description Date of Issue of a 5-Year Contract to
of Contract (Percent of Premium) a New 5-Year Contract
----------- -------------------- ---------------------
Individual Single 4.0% 2.0%
Premium Deferred
Annuity Form
ML-AY-9 286*
Individual Single 4.0% 2.0%
Premium Deferred
Annuity Forms
ML-AY-31*, ML-AY-32*
and ML-AY-33*
*And any state variations thereof.
In event of full or partial withdrawal within six months after date of issue of
a contract, the General Agent's account will be
debited in an amount equal to 4.0% of the lesser of the original premium or the
amount withdrawn.
In event of full or partial withdrawal within the second six months after date
of issue of a contract, the General Agent's account will be debited in an
amount equal to 2.0% of the lesser of the original premium or the amount
withdrawn.
The General Agent's account will not be debited with respect to such part of
the first withdrawal in a contract year as does not exceed 10% of the contract
value on the date of withdrawal.
Percent of
Description of Policy Premium
---------------------
SPWL (ML-AL-772*)
Single Premium Interest-Sensitive Whole 4.50%
Life Policies
SPWL (ML-AL-790* and ML-AL-792*)
Single Premium Interest-Sensitive Whole 5.00%
Life Policies
*And any state variations thereof.
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SPWL
In the event of full surrender within the first three (3) months after
date of issue of a policy, the General Agent's account will be debited
in an amount equal to 4.50% of the original premium.
In the event of full surrender within the second three (3) months
after date of issue of a policy, the General Agent's account will be
debited in an amount equal to 3.375% of the original premium.
In the event of full surrender within the third three (3) months after
date of issue of a policy, the General Agent's account will be debited
in an amount equal to 2.250% of the original premium.
In the event of full surrender within the fourth three (3) months
after date of issue of a policy, the General Agent's account will be
debited in an amount equal to 1.125% of the original premium.
SPWL (R-Series)
In the event of a full surrender in the first twelve (12) months after
date of issue of a policy, the General Agent's account will be debited
in an amount equal to 5.00% of the original premium.
Percent of Percent of
Description Each Premium Each Reinvested of
Contract Payment Premium Payment
----------- ------------ ------------------
Certificates under .70% multiplied by .30% multiplied by the
Group Modified the number of years number of years of the
Guaranteed Annuity in the Guarantee new guarantee Period
Contract Period selected, selected, not to exceed
Form ML-AY-361 not to exceed 7% 3%
In the event of a full or partial withdrawal within six months after date of
issue of a certificate, the General Agent's account will be debited in an
amount equal to 100% of the first year commission paid on the lesser of the
original premium or the amount withdrawn.
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In the event of a full or partial withdrawal within the second six months after
the date of issue of a certificate, the General Agent's account will be debited
in an amount equal to 50% of the first year commission paid on the lesser of
the original premium or the amount withdrawn.
XXXXXXX XXXXX LIFE INSURANCE COMPANY
By /s/ XXXXXX X. XXXXXXXXXX
------------------------------------
Xxxxxx X. Xxxxxxxxxx, Vice President
Xxxxxxx Xxxxx Marketing
February 22, 1989
--------------------------------------
Date
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XXXXXXX XXXXX LIFE INSURANCE COMPANY
General Agent Compensation Schedule
Until further notice as provided in the General Agency Agreement dated June 27,
1990, compensation will be paid according to the following schedule for the
contracts and policies listed:
**Percent of Average
Percent of Contract Value Net of
Description of Contract Each Premium Loans Each Year-End
----------------------- ------------ -------------------
Individual Variable 4.0% .0625%
Annuity Contract,
Flexible Premium,
Non-Participating,
Form ML-AY-2 1185*
Form ML-AY-2 1185* sold 5.0% .0625%
as a qualified Tax-
Sheltered Annuity
*And any state variations thereof.
**Until the Annuity Date.
In the event of full or partial withdrawal of contract value within the first
six months after date of issue of a contract, the General Agent's Account will
be debited in an amount equal to the lesser of 4.0% (5.0% if TSA) of the amount
withdrawn or 4.0% (5.0% if TSA) of the sum of all premiums.
In the event of full or partial withdrawal of contract value within the second
six months after date of issue of a contract, the General Agent's Account will
be debited in an amount equal to the lesser of 2.0% (2.5% if TSA) of the amount
withdrawn or 2.0% (2.5% if TSA) of the sum of all premiums.
* * * *
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Percent of Each Percent of Each
Description Premium Paid During Premium Paid During of
Contract First Policy Year Subsequent Policy Years
-------- ----------------- -----------------------
Flexible Premium 5.0% 2.0%
Deferred Annuity
Form ML-AY-15 486*
issued in connection
with a qualified plan
Flexible Premium 4.0% 2.0%
Deferred Annuity
Form ML-AY-15 486*
issued in connection
with a non-qualified
plan
*And any state variations thereof.
In the event of full or partial withdrawal of contract value within six months
after the effective date of a premium payment, the General Agent's Account will
be debited in an amount equal to either:
1) 5.0% (4.0% non-qualified) of the lesser of the premium(s)
or the amount withdrawn, respecting withdrawal of premiums
paid during the first policy year, or
2) 2.0% of the lesser of the premium(s) or the amount
withdrawn respecting withdrawal of premiums paid during
subsequent policy years.
In the event of full or partial withdrawal of contract value within the second
six months after the effective date of a premium payment, the General Agent's
Account will be debited in an amount equal to either:
1) 2.5% (2.0% non-qualified) of the lesser of the premium or
the amount withdrawn, respecting withdrawal of premiums paid
during the first policy year, or
- 22 -
23
2) 1.0% respecting withdrawal of premiums paid during
subsequent policy years.
The General Agent's Account will not be debited with respect to such part of
the first withdrawal in a contract year as does not exceed 10% of the contract
value on the date of withdrawal.
Date of Issue
Description of Contract (Percent of Premium) Renewals
----------------------- -------------------- --------
Individual Single Premium 3.5% 2.4% on subsequent
Deferred Annuity renewals to a 5-year
Form ML-AY-9 286* guarantee period.
Beginning of each
year starting in
year 6,.48% each
year on renewals
to a 1-year
guarantee period.
Individual Single Premium 3.5% 2.4 on subsequent
Deferred Annuity renewals to a 5-year
Forms ML-AY-31*, guarantee period.
ML-AY-32* and
ML-AY-33* Beginning of each
year starting in
year 6, .48% each
year on renewals to
a 1-year guarantee
period.
*And any state variations thereof.
In event of full or partial withdrawal within six months after date of issue of
a contract, the General Agent's Account will be debited in an amount equal to
3.5% of the lesser of the original premium or the amount withdrawn.
In event of full or partial withdrawal within the second six months after date
of issue of a contract, the General Agent's
- 23 -
24
Account will be debited in an amount equal to 1.75% of the lesser of the
original premium or the amount withdrawn.
In the event of a full or partial withdrawal within the first six months of the
renewal of a contract to a new 5-year guarantee period, the General Agent's
Account will be debited in an amount equal to 2.4% of the lesser of the account
value or the amount withdrawn.
In the event of a full or partial withdrawal within the second six months of
the renewal of a contract to a new 5-year guarantee period, the General Agent's
Account will be debited in an amount equal to 1.2% of the lesser of the account
value or the amount withdrawn.
In the event of a full or partial withdrawal within the first six months of the
renewal of a contract to a new 1-year guarantee period, the General Agent's
Account will be debited in an amount equal to .48% of the lesser of the account
value or the amount withdrawn.
In the event of a full or partial withdrawal within the second six months of
the renewal of a contract to a new 1-year guarantee period, the General Agent's
Account will be debited in an amount equal to .24% of the lesser of the account
value or the amount withdrawn.
The General Agent's Account will not be debited with respect to such part of
the first withdrawal in a contract year as does not exceed 10% of the contract
value on the date of withdrawal.
Percent of Single
Description of Contract Premium RENEWAL
----------------------- ----------------- ------------------
Single Premium Immediate 4.0% 0
Annuity (Leader)
Form ML-AY-371
Percent of Single
Description of Contract Premium RENEWAL
----------------------- ----------------- ------------------
Single Premium Immediate Percent of Renewal
Annuity (Leader) Account Value On
Form ML-AY-371 Subsequent Renewal
- 24 -
25
Guaranty New Guarantee
-------- -------------
Period Period
------ -------------
Group Modified 1 -Yr .70% 1 -Yr .48%
Guaranteed Annuity (ASSET I) 2 -Yr 1.40% 2 -Yr .96%
Forms ML-AY-361 (True Group) 3 -Yr 2.10% 3 -Yr 1.44%
ML-AY-362 (Non-Qual) ML-AY-372 4 -Yr 2.80% 4 -Yr 1.92%
[403(b)t, ML-AY-373 [401(a) (k)] 5 -Yr 3.50% 5 -Yr 2.40%
ML-AY-374 (XXX), ML-AY-375 6 -Yr 4.20% 6 -Yr 2.88%
(Custodial XXX), ML-AY-376(457) 7 -Yr 4.90% 7 -Yr 3.36%
8 -Yr 5.60% 8 -Yr 3.84%
9 -Yr 6.30% 9 -Yr 4.32%
10-Yr 7.00% 10-Yr 4.80%
In the event of a full or partial withdrawal of the contract value within the
first six months after date of issue of a contract, the General Agent's Account
will be debited in an amount equal to 100% of the first year commission.
In the event of a full or partial withdrawal of the contract value within the
second six months after date of issue of a contract, the General Agent's
Account will be debited in an amount equal to 50% of the first year commission.
In the event of a full or partial withdrawal of the contract value within the
first six months after any subsequent reinvestment of a sub-account, the
General Agent's Account will be debited in an amount equal to 100th of the
renewal commission.
In the event of a full or partial withdrawal of the contract value within the
second six months after any subsequent reinvestment of a sub-account, the
General Agent's Account will be debited in an amount equal to 50% of the
renewal commission.
Percent of
Description of Policy Premium Renewal
--------------------- ------- -------
7-Pay interest sensitive Yr. 1 9.8% Beginning of each
year Whole Life (ML-7) Yrs. 2-7 3.5% starting in year 8:
Form ML-AL-1031 .48% x unloaned
contract value.
- 25 -
26
In the event of a full surrender prior to the first premium payment in the
second contract year, the General Agent's Account will be debited in an amount
equal to 9.8% of the first year premium.
Percent of
Premium Renewal
---------- -------
Interest Sensitive Yr. 1 70% Beginning of each year
Whole Life paid up at 95 Yrs. 2-10 3% starting in year 11:
(PRIORITY I) .48% x unloaned
Form ML-AL-1041 contract value
In the event of a full surrender prior to the first premium payment in the
second contract year, the General Agent's Account will be debited in an amount
equal to 70% of the first year premium.
Percent of
Description of Policy Premium
--------------------- -------
SPWL (ML-AL-772*)
Single Premium Interest-Sensitive
Whole Life Policies 4.50%
SPWL (ML-AL-790 and ML-AL-792*)
Single Premium Interest-Sensitive
Whole Life Policies 5.00%
*And any state variations thereof.
SPWL
In the event of full surrender within the first three (3) months after
date of issue of a policy, the General Agent's Account will be debited
in an amount equal to 4.50% of the original premium.
In the event of full surrender within the second three (3) months
after date of issue of a policy, the General Agent's
- 26 -
27
Account will be debited in an amount equal to 3.375% of the original
premium.
In the event of full surrender within the third three (3) months after
date of issue of a policy, the General Agent's Account will be debited
in an amount equal to 2.250% of the original premium.
In the event of full surrender within the fourth three (3) months
after date of issue of a policy, the General Agent's Account will be
debited in an amount equal to 1.125% of the original premium.
SPWL (R-Series)
In the event of a full surrender in the first twelve (12) months after
date of issue of a policy, the General Agent's Account will be debited
in an amount equal to 5.00% of the original premium.
XXXXXXX XXXXX LIFE INSURANCE COMPANY
By /s/ XXXXXX X. XXXXXXXXXX
------------------------------
Xxxxxx X. Xxxxxxxxxx
Senior Vice President
6/27/90
--------------------------------
Date
- 27 -
28
XXXXXXX XXXXX LIFE INSURANCE COMPANY
General Agent Compensation Schedule
Until further notice as provided in the General Agency Agreement dated June 27,
1990, compensation will be paid according to the following schedule for the
contracts and policies listed:
**Percent of Average
Percent of Contract Value Net of
Description of Contract Each Premium Loans Each Year-End
----------------------- ------------ -------------------
Individual Variable 4.0% .0625%
Annuity Contract,
Flexible Premium,
Non-Participating'
Form ML-AY-2 1185*
Form ML-AY-2 1185* sold 5.0% .0625%
as a qualified Tax-
Sheltered Annuity
*And any state variations thereof.
**Until the Annuity Date.
In the event of full or partial withdrawal of contract value within the first
six months after date of issue of a contract, the General Agent's Account will
be debited in an amount equal to the lesser of 4.0% (5.0% if TSA) of the amount
withdrawn or 4.0% (5.0% if TSA) of the sum of all premiums.
In the event of full or partial withdrawal of contract value within the second
six months after date of issue of a contract, the General Agent's Account will
be debited in an amount equal to the lesser of 2.0% (2.5% if TSA) of the amount
withdrawn or 2.0% (2.5% if TSA) of the sum of all premiums.
* * * *
Percent of Each Percent of Each
Description of Premium Paid During Premium Paid During
Contract First Policy Year Subsequent Policy Years
-------------- ----------------- -----------------------
Flexible Premium 5.0% 2.0%
- 28 -
29
Deferred Annuity
Form NL-AY-15 486*,
issued in connection
with a qualified plan
Flexible Premium 4.0% 2.0%
Deferred Annuity
Form ML-AY-15 486*,
issued in connection
with a non-qualified
plan
*And any state variations thereof.
In the event of full or partial withdrawal of contract value within six months
after the effective date of a premium payment, the General Agent's Account will
be debited in an amount equal to either:
1) 5.0% (4.0% non-qualified) of the lesser of the premium(s) or the
amount withdrawn, respecting withdrawal of premiums paid during the
first policy year, or
2) 2.0% of the lesser of the premium(s) or the amount withdrawn
respecting withdrawal of premiums paid during subsequent policy years.
In the event of full or partial withdrawal of contract value within the second
six months after the effective date of a premium payment, the General Agent's
Account will be debited in an amount equal to either:
1) 2.5% (2.0% non-qualified) of the lesser of the premium or the
amount withdrawn, respecting withdrawal of premiums paid during the
first policy year, or
2) 1.0% respecting withdrawal of premiums paid during subsequent
policy years.
The General Agent's Account will not be debited with respect to such part of
the first withdrawal in a contract year as does not exceed 10th of the contract
value on the date of withdrawal.
- 29 -
30
* * * *
Date of Issue
Description of Contract (Percent of Premium) Renewals
----------------------- -------------------- --------
Individual Single Premium 3.5% 2.4% on subsequent
Deferred Annuity renewals to a
Form ML-AY-9 286* 5-year guarantee
period.
Beginning of each
year starting in
year 6,.48% each
year on renewals
to a 1-year
guarantee period.
Individual Single Premium 3.5% 2.4 on subsequent
Deferred Annuity renewals to a
Forms ML-AY-31*, 5-year guarantee
ML-AY-32* and period.
ML-AY-33*
Beginning of each
year starting in
year 6, .48% each
year on renewals
to a 1-year
guarantee period.
*And any state variations thereof.
In event of full or partial withdrawal within six months after date of issue of
a contract, the General Agent's Account will be debited in an amount equal to
3.5% of the lesser of the original premium or the amount withdrawn.
In event of full or partial withdrawal within the second six months after date
of issue of a contract, the General Agent's Account will be debited in an
amount equal to 1.75% of the lesser of the original premium or the amount
withdrawn.
In the event of a full or partial withdrawal within the first six months of the
renewal of a contract to a new 5-year guarantee
- 30 -
31
period, the General Agent's Account will be debited in an amount equal to 2.4%
of the lesser of the account value or the amount withdrawn.
In the event of a full or partial withdrawal within the second six months of
the renewal of a contract to a new 5-year guarantee period, the General Agent's
Account will be debited in an amount equal to 1.2% of the lesser of the account
value or the amount withdrawn.
In the event of a full or partial withdrawal within the first six months of the
renewal of a contract to a new 1-year guarantee period, the General Agent's
Account will be debited in an amount equal to .48% of the lesser of the account
value or the amount withdrawn.
In the event of a full or partial withdrawal within the second six months of
the renewal of a contract to a new 1-year guarantee period, the General Agent's
Account will be debited in an amount equal to .24% of the lesser of the account
value or the amount withdrawn.
The General Agent's Account will not be debited with respect to such part of
the first withdrawal in a contract year as does not exceed 10% of the contract
value on the date of withdrawal.
Percent of Single
Description of Contract Premium RENEWAL
----------------------- ----------------- -------
Single Premium Immediate 4.0% 0
Annuity (Leader)
Form ML-AY-371
Percent of Single
Description of Contract Premium RENEWAL
----------------------- ----------------- -------
Single Premium Immediate Percent of Renewal
Annuity (Leader) Account Value On
Form ML-AY-371 Subsequent Renewal
- 31 -
32
Guarantee New Guarantee
Period Period
--------- -------------
Group Modified 1 -Yr .70% 1 -Yr .48%
Guaranteed Annuity (ASSET I) 2 -Yr 1.40% 2 -Yr .96%
Forms NL-AY-361 (True Group) 3 -Yr 2.10% 3 -Yr 1.44%
ML-AY-362 (Non-Qual) ML-AY-372 4 -Yr 2.80% 4 -Yr 1.92%
[403(b)], ML-AY-373 [401(a)(k)], 5 -Yr 3.50% 5 -Yr 2.40%
ML-AY-374 (XXX), ML-AY-375 6 -Yr 4.20% 6 -Yr 2.88%
(Custodial XXX), ML-AY-376(457) 7 -Yr 4.90% 7 -Yr 3.36%
8 -Yr 5.60% 8 -Yr 3.84%
9 -Yr 6.30% 9 -Yr 4.32%
10-Yr 7.00% 10-Yr 4.80%
In the event of a full or partial withdrawal of the contract value within the
first six months after date of issue of a contract, the General Agent's Account
will be debited in an amount equal to 100% of the first year commission.
In the event of a full or partial withdrawal of the contract value within the
second six months after date of issue of a contract, the General Agent's
Account will be debited in an amount equal to 50% of the first year commission.
In the event of a full or partial withdrawal of the contract value within the
first six months after any subsequent reinvestment of a sub-account, the
General Agent's Account will be debited in an amount equal to 100% of the
renewal commission.
In the event of a full or partial withdrawal of the contract value within the
second six months after any subsequent reinvestment of a sub-account, the
General Agent's Account will be debited in an amount equal to 50% of the
renewal commission.
- 32 -
33
Description Percent of
of Policy Premium Renewal
----------- --------------------------- -----------------
7-Pay interest Yr. 1 Premiums greater than Beginning of each
sensitive $5,000 9.8% starting in year
Whole Life (ML-7) Yr. 1 Premiums up .48% x unloaned
Form ML-AL-1031 to $4,999 & issued contract value.
up to age 49 only 7.0%
Yrs. 2-7 All Premiums 3.5%
In the event of a full surrender prior to the first premium payment in the
second contract year, the General Agent's Account will be debited in an amount
equal to 9.8% of the first year premium.
Percent of
Premium Renewal
------------- ----------------------
Interest Sensitive Yr. 1 70% Beginning of each year
Whole Life paid up at 95 Yrs. 2-10 3% starting in year 11:
(PRIORITY I) .48% x unloaned
Form ML-AL-1041 contract value
In the event of a full surrender prior to the first premium payment in the
second contract year, the General Agent's Account will be debited in an amount
equal to 70% of the first year premium.
Percent of
Description of Policy Premium
--------------------- ----------
SPWL (ML-AL-772*)
Single Premium Interest-Sensitive
Whole Life Policies 4.50%
SPWL (ML-AL-790* and ML-AL-792*)
Single Premium Interest-Sensitive
Whole Life Policies 5.00%
- 33 -
34
*And any state variations thereof.
SPWL (R-Series)
In the event of full surrender within the first three (3) months after
date of issue of a policy, the General Agent's Account will be debited in
an amount equal to 4.50% of the original premium.
In the event of full surrender within the second three (3) months after
date of issue of a policy, the General Agent's Account will be debited in
an amount equal to 3.375% of the original premium.
In the event of full surrender within the third three (3) months after
date of issue of a policy, the General Agent's Account will be debited in
an amount equal to 2.250% of the original premium.
In the event of full surrender within the fourth three (3) months after
date of issue of a policy, the General Agent's Account will be debited in
an amount equal to 1.125% of the original premium.
SPWL (R-Series)
In the event of a full surrender in the first twelve (12) months after
date of issue of a policy, the General Agent's Account will be debited in
an amount equal to 5.00% of the original premium.
XXXXXXX XXXXX LIFE INSURANCE COMPANY
By /s/ XXXXXX X. XXXXXXXXXX
---------------------------------
Xxxxxx X. Xxxxxxxxxx
Senior Vice President
8/23/90
-----------------------------------
Date
- 34 -
35
AMENDMENT
to
General Agency Agreement
between
Xxxxxxx Xxxxx Life Agency Inc.
and
Xxxxxxx Xxxxx Life Insurance Company
The General Agency Agreement between Xxxxxxx Xxxxx Life Insurance Company and
Xxxxxxx Xxxxx Life Agency Inc. and the other corporations constituting the
General Agent as defined therein is hereby amended as follows:
1. Section 3.3 is amended by deleting "Section 3.3" therefrom and inserting in
its place "Section 3.2."
2. Section 4.5 is amended by inserting the following after, "any of such
events," and before, "the General Agent,"
",to the extent permitted under federal or state law,"
3. Section 14.3 is amended by deleting therefrom "Washington" and inserting in
its place "Arkansas."
Effective August 30, 1991.
XXXXXXX XXXXX LIFE INSURANCE COMPANY
By /s/ XXXX C.R. HELE
-----------------------------
Xxxx C.R. Hele
Senior Vice President
-----------------------------
Title
August 27, 1991
-----------------------------
Date
ML Life Agency Inc.,
A Texas Corporation
/s/ XXXXXXX X. XXXXXXX
-----------------------------
- 35 -
36
Xxxxxxx X. Xxxxxxx
Authorized Officer
-----------------------------
Date
Xxxxxxx Xxxxx Life Agency Ltd.,
A Mississippi Corporation
Xxxxxxx Xxxxx Life Agency Inc.,
A Washington Corporation
Xxxxxxx Xxxxx Life Agency Inc.,
An Alabama Corporation
Xxxxxxx Xxxxx Life Agency Inc.
An Arizona Corporation
Xxxxxxx Xxxxx Life Agency Inc.,
An Arkansas Corporation
Xxxxxxx Xxxxx Life Agency Inc.,
An Idaho Corporation
Xxxxxxx Xxxxx Life Agency Inc.,
An Illinois Corporation
Xxxxxxx Xxxxx Life Agency of Maine Inc.,
A Maine Corporation
Xxxxxxx Xxxxx Life Agency Inc.,
A Massachusetts Corporation
Xxxxxxx Xxxxx Life Agency Inc.,
A Montana Corporation
Xxxxxxx Xxxxx Life Agency Inc.,
A New Mexico Corporation
Xxxxxxx Xxxxx Life Agency Inc.,
- 36 -
37
A Puerto Rico Corporation
Xxxxxxx Xxxxx Life Agency Inc.,
A Virgin Islands Corporation
Xxxxxxx Xxxxx Life Agency Inc.,
An Ohio Corporation
Xxxxxxx Xxxxx Life Agency Inc.,
An Oklahoma Corporation
/s/ XXXXXXX X. XXXXX
-------------------------------
Xxxxxxx X. Xxxxx
Authorized Officer
August 27, 1991
-------------------------------
Date
XXXXXXX XXXXX LIFE INSURANCE COMPANY
ADDENDUM TO GENERAL AGENCY COMPENSATION SCHEDULE
The General Agency Compensation Schedule to the General Agency Agreement
dated January 5, 1989 between Xxxxxxx Xxxxx Life Insurance Company ("MLLIC")
and Xxxxxxx Xxxxx Life Agency, Inc., et al. ("MLLA") is hereby amended due to,
and as of the effective date of, the merger of Tandem Insurance Group, Inc.
("Tandem") into Xxxxxxx Xxxxx Life Insurance Company, such date being October
1, 1991.
This schedule applies to the contracts listed below on and after the
effective dates listed for such contracts, when issued by Tandem, and placed by
agents who were licensed by Tandem who were also agents of MLLA. MLLA agrees
to refund to MLLIC any commissions attributable to policies or contracts NTO'd
or wholly or partially surrendered during the first six months and 50% on any
potion of the premium surrendered during the second six months. For partial
surrenders, the recovery will be based on the amount surrendered less the 10%
free corridor amount. There will be no charge back as a result of the death of
the annuitant.
Policy/Contract Commission Effective Date
- 37 -
38
Single Premium
Deferred Annuity
1st Year 4% February 17, 1986
Renewal .48% x account July 1, 1989 1/
value x guarantee
period
Xxxxxxx Xxxxx Life Insurance Company
By /s/ XXXXX X. XXXXXXXX
----------------------------------
Xxxxx X. Xxxxxxxx
Title: Senior Vice President
------------------------------
ML Life Agency Inc.,
A Texas Corporation
By: /s/ XXXXXXX XXXXXXX
------------------------------------
Xxxxxxx Xxxxxxx
Title: Authorized Officer
--------------------------------
Xxxxxxx Xxxxx Life Agency, Ltd., A Mississippi
Corporation
Xxxxxxx Xxxxx Life Agency, Inc., A Washington
Corporation
Xxxxxxx Xxxxx Life Agency, Inc., An Alabama
Corporation
Xxxxxxx Xxxxx Life Agency, Inc., An Arizona
Corporation
Xxxxxxx Xxxxx Life Agency, Inc., An Arkansas
Corporation
--------------------
1/ The effective date reflects the date on which the parties orally agreed to
the renewal compensation.
- 38 -
39
Xxxxxxx Xxxxx Life Agency, Inc., An Idaho
Corporation
Xxxxxxx Xxxxx Life Agency, Inc., An Illinois
Corporation
Xxxxxxx Xxxxx Life Agency of Maine, Inc.
A Maine Corporation
Xxxxxxx Xxxxx Life Agency, Inc.,
A Massachusetts Corporation
Xxxxxxx Xxxxx Life Agency, Inc., A Montana
Corporation
Xxxxxxx Xxxxx Life Agency, Inc., A New Mexico
Corporation
Xxxxxxx Xxxxx Life Agency, Inc., A Puerto Rico
Corporation
Xxxxxxx Xxxxx Life Agency, Inc., A South Dakota
Corporation
Xxxxxxx Xxxxx Life Agency, Inc., a Wyoming
Corporation
Xxxxxxx Xxxxx Life Agency, Inc., A Virgin
Islands Corporation
By: /s/ XXXXXXX X. XXXXX
----------------------------------
Xxxxxxx X. Xxxxx
Title: Vice President
------------------------
Xxxxxxx Xxxxx Life Agency, Inc., An Ohio
Corporation
Xxxxxxx Xxxxx Life Agency, Inc., An Oklahoma
Corporation
- 39 -
40
By: /s/ XXXXXXX X. XXXXX
-----------------------------------
Xxxxxxx X. Xxxxx
Title: Vice President
----------------------
- 40 -
41
XXXXXXX XXXXX LIFE INSURANCE COMPANY
ADDENDUM TO GENERAL AGENCY COMPENSATION SCHEDULE
The General Agency Compensation Schedule to the General Agency Agreement
dated January 5,1989 between Xxxxxxx Xxxxx Life Insurance Company ("MLLIC") and
Xxxxxxx Xxxxx Life Agency, Inc., et al. ("MLLA") is hereby amended due to, and
as of the introduction of new products, such date being March 17, 1992.
This schedule applies to the policies and contracts listed below on and
after the effective dates listed for such policies and contracts, when issued
by MLLIC, and placed by agents who were licensed by MLLIC and who were also
agents of MLLA. MLLA agrees to refund to MLLIC any commissions attributable to
policies or contracts NTO'd or wholly or partially surrendered during the first
six months and 50% on any portion of the premium surrendered during the second
six months. There will be no charge back as a result of the death of the
insured/annuitant.
% of
Investment Base Effective
Policy/Contract Commission Contract Value* Date
--------------- ---------- --------------- ---------
Flexible Premium Variable
Life Insurance
First Year and Renewal May 4, 1992 1/
First $1,500,000 7.10%
Next $2,500,000 5.10%
Excess Over $4,000,000 3.10%
At End of Policy Year One .11%
Flexible Premium Joint and
Last Survivor Variable Life
Insurance May 4, 1992 1/
First Year and Renewal 7.10%
First $1,500,000 5.10%
Next $2,500,000 3.10%
Excess Over $4,000,000 .11%
At End of Policy Year One
--------------------
1/ Based on commencement of sales
42
SPIAR Annuity Rider
All $$$ 4.50%
Flexible Premium Variable March 17, 1992 1/
Annuity Initial Premium 5.00%
Internal 1035 Exchanges 2/ 3.50%
Additional Premiums
At End of Policy Year One 5.00% .11%
Upon Annuitization** 2.40%
* Until Annuity Date
** Paid only on remainder of Contract Value not subject to surrender charge
--------------------
2/ When one product is exchanged for another within MLLIC
- 2 -
43
SIGNATURES
Xxxxxxx Xxxxx Life Insurance Company
By /s/ XXXXX X. XXXXXXXX
-------------------------------------
Xxxxx X. Xxxxxxxx
Title Senior Vice President, General
------------------------------
Counsel, and Secretary
------------------------------
ML Life Agency Inc.,
A Texas Corporation
By /s/ XXXXXXX X. XXXXXXX
-------------------------------------
Xxxxxxx X. Xxxxxxx
Title Chairman of the Board and President
------------------------------------
Xxxxxxx Xxxxx Life Agency, Ltd.,
A Mississippi Corporation
Xxxxxxx Xxxxx Life Agency, Inc.,
An Alabama Corporation
Xxxxxxx Xxxxx Life Agency, Inc.,
An Arizona Corporation
Xxxxxxx Xxxxx Life Agency, Inc.,
An Arkansas Corporation
Xxxxxxx Xxxxx Life Agency, Inc.,
An Idaho Corporation
Xxxxxxx Xxxxx Life Agency, Inc.,
An Illinois Corporation
Xxxxxxx Xxxxx Life Agency of Maine, Inc.,
- 3 -
44
A Maine Corporation
Xxxxxxx Xxxxx Life Agency, Inc.,
A Massachusetts Corporation
Xxxxxxx Xxxxx Life Agency, Inc.,
A Montana Corporation
Xxxxxxx Xxxxx Life Agency, Inc.,
A New Mexico Corporation
Xxxxxxx Xxxxx Life Agency, Inc.,
An Ohio Corporation
Xxxxxxx Xxxxx Life Agency, Inc.,
An Oklahoma Corporation
Xxxxxxx Xxxxx Life Agency, Inc.,
A Puerto Rico Corporation
Xxxxxxx Xxxxx Life Agency, Inc.,
A South Dakota Corporation
Xxxxxxx Xxxxx Life Agency, Inc.,
A Wyoming Corporation
Xxxxxxx Xxxxx Life Agency, Inc.,
A Virgin Islands Corporation
By /s/ XXXXXXX X. XXXXX
---------------------------------------
Xxxxxxx X. Xxxxx
Title Vice President
-----------------------------------
Xxxxxxx Xxxxx Life Agency, Inc.,
A Washington Corporation
By /s/ XXXXXXX X. XXXXX
---------------------------------------
Xxxxxxx X. Xxxxx
Title Senior Vice President
------------------------------------
- 4 -
