EXHIBIT 99(3)(ii)
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[AETNA LOGO] LIFE INSURANCE
GENERAL AGENT AGREEMENT
Life Insurance General Agent Agreement made as of
__________________, _______ between Aetna Life Insurance Company
and Aetna Life Insurance and Annuity Company, with offices at 000
Xxxxxxxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxxxxx 00000 (collectively
referred to in this Agreement as the "Company") and
________________________ of ______________________ (referred to
in this Agreement as "GA").
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1. The Company wishes to appoint GA as General Agent of the Company,
APPOINTMENT and GA agrees to accept such appointment, subject to the terms
and conditions of this Agreement.
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2. (a) The GA is authorized to solicit and submit to the Company
DUTIES OF applications for all of the Company's Individual Life
THE GA Insurance products listed in the Company's Life Insurance
General Agents Commission Schedule ("Commission Schedule"),
to deliver the policies, to collect first premiums, and to
service the business.
(b) The GA will comply with all requirements of the Company
governing the submission of applications and shall make
available to the Company all information, whether favorable
or unfavorable, which comes into the GA's possession
concerning the underwriting of any risk.
(c) The GA will obligate the Company only to the extent
authorized (1) by this Agreement, and amendments to this
Agreement as may be made by the Company from time to time;
(2) by the rules, procedures and regulations set forth by
the Company; and (3) as may be authorized in writing by an
officer of the Company.
(d) The GA will promptly return to the Company all policies not
delivered within the prescribed time period.
(e) The GA will notify the Company in writing of a change in the
chief executive officer or majority voting stock ownership,
if a corporation; a general partner if a partnership; or the
majority ownership of the agency.
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3. (a) The GA is not authorized and is expressly forbidden on
LIMITATIONS behalf of the Company to make, alter, modify, waive or
OF GA'S change any of the terms, rates, or conditions of any of the
AUTHORITY Company's forms, policies, contracts, or advertising
materials. The GA shall not discharge contracts or waive
forfeitures, quote extra rates, extend the time of payment
of any premium, extend credit, or guarantee dividends.
(b) The GA is not authorized and is expressly forbidden on
behalf of the Company to estimate future dividends or policy
performance except through the use of authorized projections
or illustrations of the Company.
(c) The GA is not authorized to receive Company Funds except the
initial premiums, and is not authorized to deduct
commissions, service fees, or allowances from Company Funds
he collects.
(d) The GA has no exclusive territory, and has no exclusive
rights in any term conversions, policy increases or purchase
options, or any salary budget, group, pension or other
multiple-life case.
(e) The GA shall not hold himself out as an employee, partner,
joint venturer, officer or associate of the Company; nor as
an agent of the Company in any other manner, or for any
other purpose, than is specifically provided in this
Agreement.
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4. The GA will be responsible for securing and keeping in effect any
LICENSES required licenses to represent the Company. The GA agrees not to
solicit any Company products unless he is properly licensed and
appointed by the Company, and, as necessary, registered with the
National Association of Securities Dealers to do so. No person
whether licensed or unlicensed may solicit any Company products
on behalf of such licensed GA unless approval in writing has been
granted from an officer of the Company.
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5. The GA will be credited with all life insurance policies issued
POLICIES by the Company upon application bearing his name as GA.
CREDITED
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6. (a) The Company will pay the GA, subject to all the terms and
COMPENSATION conditions of this Agreement, in full compensation for all
services rendered by the GA under this Agreement, the
commissions, fees and allowances specified in the Commission
Schedule in force on the date of issue of the policy, on
premiums paid for each life insurance policy credited to him
under this Agreement.
(b) The Company reserves the right to revise the Commission
Schedule, but the revision of Commission Schedule shall
apply only to policies thereafter issued. The publication
of revisions to the Commission Schedule shall constitute
notification to the GA, and any revised Commission Schedule
shall become a part of this Agreement on its effective date.
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7. Commissions payable on the following cases, irrespective of any
COMMISSIONS other provisions of this Agreement, will be at the rates allowed
ON SPECIAL under the Company's rules and practices at the time the premium
CASES is due:
(a) Premiums on backdated conversions of Term Life Insurance
Policies;
(b) Premiums on reinstatement of lapsed policies; and
(c) Premiums on special plans not shown in the Company's rate
books, or on cases carrying special rate quotations.
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8. Commissions will not be payable on premiums on conversions of
GROUP Group and Employee Insurance, or premiums waived on account of
CONVERSIONS disability.
AND WAIVED
PREMIUMS
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9. Should the Company for any reason refund or credit to the
REFUND OF customer any premium, the GA will promptly, on demand, refund to
COMMISSIONS the Company all commissions and other compensation received on
such premium. Commission adjustments will be made on decreases
in premium on which first year commissions have previously been
paid.
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10. (a) The Company is authorized, at any time either before or
ADVANCES AND after the termination of this Agreement, to deduct from any
INDEBTEDNESS compensation due from the Company to the GA the entire
amount of any funds, including, but not limited to, advances
or debts, owed by the GA to the Company or its affiliates,
associates, parents or subsidiaries, but only to the extent
of the actual amount owed by the GA as determined by the
Company.
(b) Any compensation paid to the GA for premiums or
considerations later returned or credited to the customer,
or any overpayment of compensation shall be a debt due to
the Company from the GA and payable in accordance with
Section 10(a) above.
(c) In addition to all other rights available to the Company as
a creditor, the Company shall have a first lien on all
compensation payable under this Agreement for any of the
funds, advances or debts described herein.
(d) To the extent that compensation due to the GA from the
Company is insufficient to cover advances, the difference
shall become a debt due to the Company. Interest at the
rate of 6% per annum shall be charged from the date any
indebtedness becomes due and payable to the Company.
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11. The Company reserves the right in its sole discretion and without
ACCEPTANCE OF liability to the GA to refuse to accept or approve any
APPLICATIONS applications obtained by the GA.
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12. An assignment of commissions hereunder shall not be binding upon
ASSIGNMENT the Company until a copy of the assignment has been received at
the Company's Home Office and approved in writing by an officer
of the Company. The Company does not assume any responsibility
for the validity, sufficiency or tax consequences of any
assignment.
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13. (a) The GA will indemnify and hold the Company harmless for all
LIABILITIES OF expenses, loss or damage suffered by the Company because of
GA a violation of, or refusal or failure to comply with the
terms of this Agreement or with any federal or state laws,
rules or regulations, by the GA, the GA's employees,
assigns, and any other persons engaged by or acting on the
GA's behalf. The rights and remedies reserved by the
Company in this Agreement are in addition to and not
exclusive of any other right or remedy available to the
Company.
(b) The GA will reimburse the Company for any and all expenses
incurred by the Company to enforce any of the provisions of
this Agreement.
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14. (a) The GA will comply with all rules of the Company and with
GENERAL applicable federal, state or other laws and regulations
CONDUCT, governing the sale of the Company's products.
REBATES, (b) The GA shall not rebate or offer to rebate all or any part
REPLACEMENTS of a commission or premium on a policy issued or to be
issued by the Company, or withhold any money or property of
the Company.
(c) The GA shall not either before or after the termination of
this Agreement induce or endeavor to induce any customers of
the Company to discontinue the payment of premiums or to
relinquish a policy, contract or certificate or induce any
agent or general agent of the Company to leave its service.
(d) The GA shall comply with the replacement rules and
regulations of the Company and the state in which the GA is
licensed and shall not directly or indirectly engage in
selling practices involving "twisting" or "switching" of
contracts of the Company or of other companies.
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15. Any money or property due or to become due the Company from
COMPANY customers as premiums or otherwise are funds of the Company
FUNDS ("Company Funds"). All Company Funds collected by the GA for the
Company must be immediately delivered to the Company and shall
not be commingled with the GA's personal funds. Any Company
Funds held by the GA will be held by the GA in trust for the
Company, in separate accounts. If any Company Funds are not
remitted to the Company, the Company shall have a first lien on
all compensation due or which may become due the GA to the extent
of such funds.
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16. The GA agrees that he or she will not, directly or indirectly,
ADVERTISING use or disseminate any advertising matter, prospectuses,
circulars, letters, booklets, schedules, stationery,
broadcasting, or sales material of any kind concerning the
Company or its products until approved by an officer of the
Company in writing.
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17. (a) All records, literature, authorization cards, sales aids,
OWNERSHIP OF sales and rate manuals, computer software, supplies and
RECORDS equipment of every kind and nature furnished to the GA by
the Company, shall be and remain the property of the
Company.
(b) The GA shall safely keep and preserve said property and
shall replace at the GA's expense any part thereof which may
be lost, destroyed or defaced while the same are in the GA's
possession or control. On termination, the GA shall deliver
to the Company, or such person as it may designate, all
property in the GA's possession or control. Pending return
of these items, the Company may withhold any and all
compensation which may be due to the GA.
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18. (a) This Agreement may be terminated without cause by either
TERMINATION party upon at least thirty days written notice specifying
AND THE RIGHT the termination date. It will automatically terminate:
TO (i) upon the death or total and permanent physical or
COMPENSATION metal disability of the GA, if an individual;
THEREAFTER (ii) upon the dissolution of the corporation, if the GA
is a corporation;
(iii) upon the dissolution of the partnership, if the GA
is a partnership;
(iv) upon the expiration or lapse of the GA's license
to represent the Company; or
(v) at the end of any calendar year during which the
GA has not maintained the agreed upon thirteen
month life premium persistency, and has not been
credited with the minimum amount of first year
commission on life insurance sold under this
Agreement established by the Company at the date
of this Agreement and set forth by the Company at
the beginning of each calendar year thereafter.
If this Agreement is terminated as provided in this Section
18(a), the GA shall be entitled to commissions as set forth in
the Commission Schedule.
(b) The Company may terminate this Agreement for cause at any
time, without prior notice, if:
(i) the GA shall fail to conform to the rules and
regulations of the Company;
(ii) the GA shall have his license to transact business
hereunder revoked, suspended, or refused by a
state licensing authority;
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(iii) the GA shall fail to comply with the laws,
Insurance Department regulations, or other
administrative regulations, governing the
insurance business of the state in which the GA is
licensed or of any other state in which the
Company is authorized to do business;
(iv) the GA shall induce, or attempt to induce, any
general agent, or any producer contracted with a
general agent, or any other agent or employee of
the Company to leave its service, or to cease
soliciting or writing business for the Company, or
to decrease the volume of business so written, or
if the GA shall improperly induce, or attempt to
induce, any policyholder of the Company to
discontinue premium payments on his policy;
(v) the GA shall make false or misleading statements
about the Company; or
(vi) the GA shall commit any fraud hereunder.
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If the Company terminates this Agreement for cause, no further
commission, service fees, or expense reimbursement allowance
shall be payable to the GA after such termination, except
commissions, service fees, or expense reimbursement allowance
which were payable prior to such termination, less any
outstanding indebtedness to the Company.
(c) For purposes of determining whether this Agreement has been
breached, if the GA is a partnership or a corporation, then
the acts of all general partners of the partnership, or of
all officers, directors and voting shareholders of the
corporation, as the case may be, shall be deemed acts of the
GA.
(d) In the event that the GA, or any partner of the GA, or any
shareholder of the GA, at any time after the termination of
this Agreement shall improperly induce, or attempt to
induce, any policyholder of the Company to cancel or fail to
renew any insurance with the Company, or shall induce or
attempt to induce, within two years after the termination of
this Agreement, any general agent, or any other agent or
employee of the Company to leave its service, or to cease
soliciting or writing business for the Company, or to reduce
the volume of such business written, then the Company shall
have the right to terminate all future payments of any sort
hereunder. This provision shall survive the termination of
the other items and provisions of this Agreement.
(e) Payments becoming due after termination also shall be
subject to the provisions of Section 10.
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19. The execution of this Agreement by the Company and GA terminates
REVOCATION OF and supersedes all previous contracts or agreements made between
PRIOR said parties except as to renewal commissions, first year
AGREEMENTS commissions and the service fees provided for in such contracts,
if any, that may now be due or shall become due the GA on
business heretofore written. But nothing herein shall be
construed to effect or waive any claim of any kind, whether for
money or otherwise, of the Company against the GA or any
obligations or vested right under any prior contract or
agreement. This Agreement shall be effective to cover all
applications taken by the GA on or after the date of this
Agreement. Notwithstanding prior or subsequent verbal agreements
to the contrary, this Agreement and the appropriate Commissions
Schedule shall constitute the entire agreement between the
parties.
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20. Nothing contained in this Agreement shall be construed to create
STATUS OF GA the relationship of employer and employee between the Company and
GA. The GA is acting as an independent contractor only and not
as an employee, partner, joint venturer or associate of the
Company.
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21. This contract shall be governed by the laws of the State of
GOVERNING LAW Connecticut.
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22. In the event one or more, but not all of the provisions of this
SEVERABILITY Agreement are declared unlawful or unenforceable by a court of
competent jurisdiction, such determination shall not affect the
legality or enforceability of the remainder of the terms of this
Agreement.
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23. This Agreement may not be changed or cancelled orally. The
MODIFICATIONS Company shall have the unilateral right to amend the terms and
OF THIS conditions of this Agreement only by a written instrument
AGREEMENT indicating the Company's intention to modify this Agreement.
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24. (a) All notices and demands made under this Agreement shall be
NOTICE valid only if in writing and hand-delivered or properly sent
by (i) United States certified or registered mail, postage
prepaid, return receipt requested; or (ii) overnight
delivery service such as Xxxxx or Federal Express with
provisions for a receipt and delivery charge prepaid,
addressed as follows or to any other address a party may
designate by giving notice to the other party.
(b) Any notice sent to the Company should be sent to Vice
President, Life Marketing, Aetna Life Insurance and Annuity
Company, 000 Xxxxxxxxxx Xxxxxx, Xxxxxxxx, XX 00000 and a
copy sent to the Company's Life Sales Manager. Any notice
sent to the GA should be sent to the address indicated on
page 1.
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25. This Agreement shall be binding upon, and inure to the benefit of
BENEFIT the parties hereto, their legal representatives, successors, and
assigns (to the extent limited by this Agreement).
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26. (a) The Company reserves the right to:
MISCELLANEOUS (i) modify the amount or plan of any policy or its
premium rates;
(ii) modify and issue or underwriting rules;
(iii) cancel or rescind any existing policy;
(iv) withdraw any policy from any state at any time or
introduce new policies.
(b) The failure of the Company to enforce the performance of any
of the terms of this Agreement will not constitute a waiver
unless agreed to in writing by the Company and the GA.
(c) The captions and headings of the sections of this Agreement
are for convenience only and are not to be used to
interpret, modify, define or limit the provisions of this
Agreement.
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SIGNATURES
Signed at_______________________________ on
____________________________
City Date
Effective:___________________________________
Date
Aetna Life Insurance Company
Aetna Life Insurance and Annuity Company
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General Agent Life Sales Manager
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Life Code No._______________________
Aetna Life Insurance Social Security No.
and Annuity or
Code No.__________________________ IRS Account
No._____________
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