Exhibit 99.26(c)(1)
AGENT'S CONTRACT
ISSUED BY
MINNESOTA LIFE INSURANCE COMPANY
To
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Agent General Agent
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Address Effective Date
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City-State Date Your Service Began With Us
SECTION 1. When we use the following words, this is what we mean:
DEFINITIONS YOU, YOUR. The person whose name appears above as Agent.
GA. The person whose name appears above as General Agent.
WE, OUR, US. Minnesota Life Insurance Company.
HOME OFFICE. Our main office located at 000 Xxxxxx Xxxxxx
Xxxxx, Xxxxx Xxxx, Xxxxxxxxx 00000-0000.
THE CONTRACT. This written agreement between you, GA and us,
including all written supplements and amendments to this
agreement.
THE TERRITORY. The territory in which GA is authorized to
represent us. GA will inform you of the extent of the
territory.
EFFECTIVE DATE OF THE CONTRACT. The date which appears above
as the Effective Date.
AGENCY SERVICE. The period during which you are authorized
to represent us as an agent. (In computing your consecutive
years of service, we will ignore any break in service of
less than six months.)
TERMINATION. When your agency service with both GA and us is
ended according to the terms of the contract.
INDIVIDUAL POLICIES, INDIVIDUAL BUSINESS. All policies or
business which we classify as individual ordinary life or
health policies or business. This does not include variable
contracts.
YOUR BUSINESS. Individual policies or business we issue upon
applications you obtain.
CALENDAR YEAR. A year beginning with January 1 and ending on
December 31.
CONTRACT YEAR. A one-year period which begins with the
effective date of the contract or any annual anniversary of
that date.
QUALIFIED YEAR. A calendar year in which your production and
persistency exceeds the minimum production and persistency
requirements shown in the Contract Update.
POLICY YEAR. A one-year period which begins with the date of
issue of a policy or any annual anniversary of that date.
FIRST YEAR PREMIUMS. Premiums due on a policy during the
first policy year.
RENEWAL PREMIUMS. Premiums due on a policy after the first
policy year.
EARNED PREMIUMS. Money which we have received in our home
office and applied to pay the premiums due on individual
policies or business.
FIRST-YEAR COMMISSIONS. Commissions on earned first-year
premiums.
RENEWAL COMMISSIONS. Commissions on earned renewal premiums
during the second through the tenth policy year.
EARNED COMMISSIONS. Commissions allowed under the contract
which we have credited to you on our home office records.
YOUR EARNINGS. Income on individual business which we allow
under the contract and credit to you on our home office
records.
OUR RULES. Rules or procedures which we establish from time
to time which are hereby incorporated in the contract.
PERSISTENCY RATIO. A ratio which we calculate from time to
time according to procedures set forth in our rules,
reflecting the lapse rate of your business.
CONTRACT UPDATE. A part of the contract with variable
information which we will revise from time to time. Each
Update will apply to you from and after the effective date
stated in the Update. Except as expressly stated in each
Update, the rates, schedules and other information in each
Update will no longer apply to you after a new update is
issued. Whenever we issue a new
Update, it will become a part of the contract. We will mail
it to you at your last known address and you should file it
with the contract.
DEBT, MONIES OWED. The amount of money you owe or for which
you are liable to us or GA on any given date. It includes,
but is not limited to, amounts of money which we or GA have
advanced or loaned either to you or to someone else at your
request or on your behalf; your earnings on premiums which
we have returned to a policyholder; monies you received from
another person for us or GA; and charges we or GA have made
to you. It also includes interest on any or all of these
amounts, at rates which we determine from time to time,
pursuant to our rules.
SECTION 2. (a) APPOINTMENT. You are hereby appointed as an Agent to
YOUR APPOINTMENT represent us and GA in the territory, subject to the terms
AND AUTHORITY of the contract. You do not have the exclusive right to
represent us and GA in the territory. We and GA reserve the
right to appoint other agents to represent us and GA in the
territory. We also reserve the right to stop doing
individual business in all or any part of the territory, and
to withdraw from you the right to take applications for
certain kinds of individual business.
(b) STATUS. The contract creates an agency relationship
between you and GA, and you and us. This status will
continue during your agency service until it is terminated
pursuant to Section 11.
During your agency service, you understand and agree that
you are an independent contractor, not an employee. Nothing
in the contract is intended, nor is it to be construed, to
create an employee-employer relationship between you and GA
or between you and us. You are free to use your own
judgment:
as to the persons from whom you will seek applications;
the time which you do it;
the place where you do it;
and the means by which you do it.
This does not excuse you, however, from your duty to comply
with our rules and with those governmental laws and
regulations which apply to you, GA or us.
(c) AUTHORITY. We and GA authorize you:
to solicit and take applications for individual policies
on the lives and health of people satisfactory to us;
to make proper delivery of individual policies issued by
us upon those applications;
to collect the first premiums due on those policies; and
to give those premiums promptly to either GA or us, as
we direct you.
Your authority to represent us and GA is expressly limited
as stated in this Section 2.
SECTION 3. You hereby agree to be solely responsible for each of these
duties:
YOUR DUTIES (a) LICENSES. You will do all things necessary to
get, and to keep in good standing, all licenses which you
need to solicit and sell individual policies for us and GA.
(b) SURETY BOND. You must have a surety bond. We may provide
such a bond and ask you to assist us in obtaining it. If we
do not provide a surety bond, you must do so. You must
promptly report to us at our home office any action taken by
you or someone else, or any reason you know if, which would
cause the surety bond to be cancelled or not renewed.
(c) ERRORS AND OMISSIONS. You must obtain and keep in force,
at your own cost, insurance covering your errors and
omissions.
(d) APPLICATIONS. You will give us all insurance application
which you solicit and receive, except for the kind of
insurance which we do not issue.
(e) POLICY DELIVERY. You will deliver policies issued by us
but only when all the terms and conditions for delivery have
been met.
(f) COLLECTING FIRST PREMIUMS. You will collect the first
premiums due on individual policies before you deliver them.
Premiums must be only in the form of a check, draft, or
money order payable to us. You should never accept cash or
deposit a first premium check draft or money order to your
personal or business account.
(g) HANDLING OF FIRST PREMIUMS. You will give promptly to
either GA or us, as we direct you, all premiums or other
monies which you collect or receive for us. You cannot use
any of these
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premiums or other monies for any personal purpose of yours
or of any other person nor can you mix them with any other
funds which belong to you or any other person.
(h) STANDARDS AND GOALS. You will satisfy the minimum
production and persistency standards which we and GA
establish from time to time for you. Our production and
persistency standards are detailed in the Contract Update.
In addition, GA may set his or her own goals for you. If you
become totally and continuously disabled during your agency
service and you remain so disabled for 90 days or more
during a calendar year, we will waive for that year the
minimum production requirement to maintain the contract. You
must, however, give proof of your disability satisfactory to
us at our home office before the January 31st next following
the year in which your disability began and as often
thereafter as we ask for it.
(i) OUR AND GA'S PROPERTY. You agree to use all books,
records, policyowner files, letters, papers, illustrations,
sales tools, software and equipment of whatever kind and
wherever located, which we or GA furnish to you are the
property of us or GA. You agree to use such property:
only on our behalf and only as authorized;
to solicit new individual business for us; and
to encourage payment of first year and renewal premiums
on our individual business.
You also agree to return promptly all such property you then
have to us or GA, if and when we or GA request their return.
(j) ADVERTISING. You will submit all advertising of whatever
kind to us for our approval before you use it. You alone
must pay the cost of all advertising. (k) OUR RULES. You
will comply with all our rules we adopt from time to time
which relate to your conduct and to our individual business.
(l) LAWS AND REGULATIONS. You will comply with all
governmental laws and regulations relating to insurance
which may apply to you, us or GA. These include, but are not
limited to, licensing, continuing education, rebating,
replacement, advertising, trade practices and cost
disclosure.
(m) DEBT REPAYMENT. You will promptly repay to us or GA any
and all debt owed to us or GA when the debt is due and
payable. Repayment must be made even though your earnings
are also being kept by us or by GA as they become due to
reduce your debt.
SECTION 4. We hereby agree to be solely responsible for each of these
duties:
OUR DUTIES (a) EARNINGS CREDITED. We will credit you at the end of each
calendar month with your earnings for that month.
(b) DEBT. If you owe us a debt, we may keep all or part of
your earnings to reduce that debt. Any part of your earnings
not so kept by us will be released to GA for payment to you.
While we may release part or all of your earnings while you
owe us a debt, this does not mean we will release all your
future earnings as they become due. We continue to have the
right, at our option, to keep all or part of your future
earnings to reduce the debt you owe us.
(c) STATEMENTS. We will from time to time send a statement
of your account with us. During your agency service, the
statement will be sent at the end of each calendar month to
GA for delivery to you. You must promptly tell us at our
home office of any errors you find in the statement. You
have 20 days after you receive the statement in which to do
this. If you do not tell us of any errors, it means you
agree the statement is correct.
(d) RELEASE OF EARNINGS. We will release the earnings we do
not keep and send them to GA at the end of each calendar
month for delivery to you. If you do not receive your
earnings from GA, promptly notify us at our home office. We
will pay you directly unless we find GA has good reason for
not paying you.
(e) SALES TOOLS. We will give you to use during your agency
service such equipment and sales tools as we think necessary
to help you obtain individual business. We may, at our
option, charge you a one time or a continuing fee for one or
more of the items of equipment and sales tools. We have the
right to take any fee from your earnings.
SECTION 5. GA hereby agrees to be solely responsible for each of these
duties:
GA DUTIES (a) EARNINGS. GA will promptly give you your earnings which
we release for payment to you, unless you owe GA a debt.
(b) DEBT. If you owe GA a debt, GA may keep all or part of
your earnings to reduce that debt. While GA may pay all or
part of your earnings to you, while you owe a debt to GA,
this does
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not mean GA will pay all your future earnings to you when GA
receives them from us. GA continues to have the right, at
the option of GA, to keep all or part of your future
earnings when GA receives them from us to reduce the debt
you owe GA.
(c) STATEMENTS. GA will promptly give you each statement of
your account with us after GA receives it from us.
(d) SERVICES BY GA. Unless you and GA agree otherwise, GA
will furnish you with items such as office space and
telephone and secretarial services, as GA deems necessary,
to help you produce individual business for us. GA has the
right at any time to change any or all of these items
without prior notice to you. GA also reserves the right to
establish from time to time certain minimum production and
persistency standards and goals for your continued
eligibility for any or all of these items. These standards
and goals will be in addition to those set by us. GA has the
right to change those standards and goals from time to time.
If you should fail to meet those standards and goals, GA has
the right to stop providing these items to you.
SECTION 6. (a) KINDS. The amount and method by which we determine your
COMPENSATION earnings are set forth in the following sections:
Commissions Section 7
Production Bonus Section 8
Quality Bonus Section 9
Service Fees Section 10
(b) RIGHT TO STOP OR TO CHANGE COMPENSATION. We have the
right at any time to change or cancel one or more kinds of
compensation set forth in Sections 7 through 10, thus
changing the amount and method by which we determine your
earnings after the date of the change. However, any such
change or cancellation will be made uniformly among all of
our agencies of the same class or as required by law or
other competent authority.
(c) HOME OFFICE RECORDS. Your earnings will be based upon
your individual business which is credited to you on our
home office records. We have the right to rely solely on our
home office records. If there is a dispute, those records
shall control in every instance.
(d) REFUND OF PREMIUMS. We have the right to refund any
premiums paid on a policy if we believe this is proper where
a policy is rescinded, cancelled, or not accepted, or for
any other reason we believe is proper. You agree to return
to us, when we ask for it, all earnings which we credited to
you on any premiums which we refund.
(e) DEFERRAL OF EARNINGS. During your agency service, you
may request the contract be amended so that after your
retirement or after the termination of your agency service,
your earnings will be payable in a level amount. If we and
GA agree in writing to your request, then after your
retirement or termination of your agency service we will
hold your earnings as they become due and place them in our
general assets. We will then pay you an income in the amount
and for the period of time as stated in the amendment.
(e) COMPENSATION AFTER YOUR DEATH. All compensation which is
due you under the contract on and after the date of your
death will be paid, when due, to the duly appointed
representative of your estate.
(f) RIGHT TO STOP ISSUING FORM OF POLICY. We have the right
at any time to stop issuing in all or part of the territory
one or more of the forms of individual policies shown in the
schedules.
SECTION 7. (a) SCHEDULES. The schedules for first-year and renewal
COMMISSIONS commissions which we agree to credit to you on first-year
and renewal earned premiums paid on all your business are
set forth in the Contract Update. Commissions are
percentages of earned premiums.
(b) JOINT BUSINESS. If you and another Agent of ours jointly
write individual business, commissions on that business will
be jointly shared by you and the other Agent.
(c) SCHEDULES DO NOT APPLY. The commission schedules do not
apply to premiums for types of policies not shown in the
schedules, nor for policies which result from certain
conversions, substitutions or replacements, nor for policies
on which reinsurance is ceded to another company. They also
do not apply to extra premiums on policies, premiums on
modified policy forms or to premiums for short-term
coverage. We will set the commissions, if any, which we will
credit on these premiums.
(d) VESTED COMMISSIONS. First-year commissions are vested
and will be credited to you as they become due.
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Renewal commissions will be credited to you during your
agency service; they will be vested only after you have
completed five qualified years of agency service, or if your
agency service is terminated by reason of your death.
Also, if you become totally and continuously disabled prior
to the time that your renewal commissions are vested, the
time you are so disabled will count, on a pro-rated basis,
toward satisfying the requirement of five qualified years
for vesting. You must give proof of your disability
satisfactory to us at our home office within 12 months after
the date your disability begins, and as often thereafter as
we request.
We do reserve the right to stop crediting renewal
commissions if in any calendar year the total amount to be
credited is less than $600.
SECTION 8. (a) BONUS. We agree to credit you with a Production Bonus
PRODUCTION BONUS equal to a percentage of earned first-year commissions on
your business. The percentage we will credit will vary
according to your persistency ratio. The Production Bonus
will be determined at the end of each calendar year. No
Production Bonus will be credited after your agency service
has terminated.
(b) SCHEDULE. We will calculate the Production Bonus on your
business according to the schedule shown in the Contract
Update.
SECTION 9. (a) BONUS. Subject to your meeting the minimum production
QUALITY BONUS and persistency requirements set forth in the Contract
Update, we agree to credit you with a Quality Bonus equal to
a percentage of certain second and third year earned renewal
premiums on your business. The percentage we will pay will
vary according to your persistency ratio. No Quality Bonus
will be credited after your agency service has terminated,
or if you failed to satisfy minimum production requirements
in the previous calendar year.
(b) SCHEDULE. The Quality Bonus will be credited in the
first monthly statement, received in the second month of
each calendar quarter and will be based on certain second
and third year earned renewal premiums which you earned
during the previous calendar quarter. It will be calculated
according to the schedule shown in the Contract Update.
SECTION 10. (a) GENERAL. Subject to your meeting the minimum production
SERVICE FEES and persistency requirements set forth in the Contract
Update, we agree to credit you with a Service Fee for earned
renewal premiums paid on your business. The amount of the
Service Fee and the policy years for which payable are shown
in the Contract Update. The Service Fee will be credited at
the end of the month in which the renewal premium is earned.
(b) EXCEPTIONS. We will not credit a Service Fee on the
following kinds of renewal premiums:
(1) those earned after your agency service has
terminated;
(2) those earned during any calendar year if you failed
to satisfy minimum production and persistency
requirements in the previous calendar year;
(3) those earned after we cancel Service Fees.
SECTION 11. (a) MUTUAL UNDERSTANDING. You, GA and we mutually understand
TERMINATION OF and agree that your agency service will continue until any
YOUR AGENCY one of the parties to the contract wishes to terminate your
RELATIONSHIP agency relationship.
(b) METHOD OF TERMINATION. Your agency service:
(1) WITHOUT CAUSE. Can be ended, without cause and
without a reason being given, at any time by you, GA or
us. The party who wants to end your agency service under
the contract without cause must give 15 days' written
notice to each of the other parties to the contract.
Your agency service will end as of 11:59 p.m. on the
15th day following the date on which the notice was
given.
(2) WITH CAUSE. Can be ended for cause at any time by GA
or us. The party who wants to end your agency service
for cause must state the cause in writing to each of the
other parties to the contract. Your agency service will
end as soon as the written notice is given. Reasons may
include, but are not limited to, your replacement of our
individual business, or your failure: to maintain a
necessary license; to provide us with complete and
accurate information on any material matter relating to
your application for license or for the contract
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or on any application for insurance; to comply with a
law or regulation; to comply with our rules; or to
comply with a material term of the contract.
(3) AUTOMATIC. Will be ended automatically if you: die,
are adjudged bankrupt; become insolvent; make a general
assignment for the benefit of creditors; or fail to
satisfy the production or persistency standards which we
set for you from time to time.
(c) END OF GA'S SERVICE. If GA's relationship with us ends,
this will not, of itself, end your agency service with us.
(d) PRESERVATION OF BUSINESS. You agree that, after your
agency relationship with us is terminated, you will not,
without our express written consent, for a period of one
year following the termination of your agency relationship,
directly, or indirectly, by or through any partner, agent,
employer, employee or firm on your behalf, advise, induce or
attempt to induce any of our policyholders to lapse, cancel
or replace any of our insurance or annuity policies. If you
breach this provision, you agree that we may pursue all
remedies, legal or equitable, including injunction, to
enforce compliance with this provision.
SECTION 12. (a) WHEN DUE. Any debt or monies owed to us or GA shall be
INDEBTEDNESS due and payable upon the first of:
(1) the date stated in the contract;
(2) the date stated in another document which relates to
the monies or property given to you by us or GA;
(3) the date of written demand by us or GA; or
(4) the date your agency service terminates.
(b) FIRST CLAIM ON EARNINGS. We and GA have first claim on
all of your earnings. This means that, as and when elected,
we or GA may keep all or any part of your earnings to reduce
any debt you owe to us or GA. While we and GA may release
your earnings while you owe a debt to either us or GA, this
does not mean we or GA have waived this right of first claim
to your earnings. We may make this claim whether your
earnings are due you, the representative of your estate,
your heirs or your assignees. Our claim also takes
precedence over claims of your creditors. All your earnings
kept by us or GA will be used to reduce the debt owed to us
or GA.
SECTION 13. You have no right to assign the contract, the right to your
ASSIGNMENT earnings, or any other right or interest in the contract,
unless both we and GA give our prior written consent to the
assignment. Without this consent, an assignment will not be
valid and we and GA will not honor such an assignment.
SECTION 14. (a) USE OF OUR NAME AND GA'S NAME. You have no right to
LEGAL PROCEEDINGS start any legal proceedings on our behalf or in our name.
Also, you have no right to start any legal proceedings on
behalf of GA or in the name of GA. Only we may start legal
proceedings in our name and only GA may start legal
proceedings in the name of GA.
(b) SUIT AGAINST US OR GA. If we or GA are sued because of
any unauthorized action or statement by you, you agree to
indemnify and save us and GA harmless from any judgments,
settlements, attorneys' fees and other expenses.
SECTION 15. We may choose from time to time not to enforce a provision
WAIVER of the contract or one of our rules. This does not mean we
have waived the right to enforce it in the future. Also, it
does not mean that we ratify or consent to those actions of
yours which were not in accord with the contract or with our
rules.
SECTION 16. (a) PRIOR CONTRACTS. All written and oral contracts,
MISCELLANEOUS stipulations and agreements which now exist between you and
us and between you and GA no longer apply to new individual
business which you solicit or sell for us after the
effective date. The contract alone applies to all your new
individual business after the effective date.
(b) AMENDMENTS. The contract cannot be amended unless all
three parties (you, we and GA) have signed a written
amendment to the contract. Only our President or one of our
Vice Presidents is authorized to execute an amendment of our
behalf.
(c) NOTICE. Any notice required under the contract may be
given in person or by mail directed to the last known
address of each of the other parties.
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You, GA and we must sign all three copies of the contract
before it goes into effect.
Your appointment as Agent Your appointment as Agent
and the terms of the contract and the terms of the contract
are accepted by you. are accepted by GA.
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Agent General Agent
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Date Date
We approve and accept your appointment as Agent and the
terms of the contract.
Minnesota Life Insurance Company
By
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Authorized Officer
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Date
WE MAY MAKE ADDITIONAL BENEFITS AND COMPENSATION AVAILABLE TO THOSE AGENTS WHO
SATISFY OUR REQUIREMENTS, ESTABLISHED FROM TIME TO TIME, FOR BEING OUR FULL-TIME
AGENTS. THE ADDITIONAL BENEFITS AND COMPENSATION ARE NOT PART OF THE CONTRACT
AND WE MAY CHANGE OR DISCONTINUE THEM AT ANY TIME.
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