AGENCY AGREEMENT
This AGENCY AGREEMENT ("Agreement") is entered into effective as of March 1,
1992, (the "Effective Date") by and between PAN AMERICAN UNDERWRITERS, INC., a
NEVADA corporation, ("Agent") and XXXXX INSURANCE COMPANY, a CALIFORNIA
corporation, ("Company"), with reference to the following facts:
RECITAL
A. Company desires to appoint Agent to solicit applicants for certain of
Company's insurance products and to perform additional services with respect to
Policies (as defined in paragraph 2.2) issued to such applicants.
NOW, THEREFORE, in consideration of the mutual promises and covenants
contained in this Agreement and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
l. APPOINTMENT OF AGENT: AUTHORITY
1.1 APPOINTMENT OF AGENT. Company hereby appoints Agent as Company's
nonexclusive soliciting agent and Agent accepts a nonexclusive appointment as a
soliciting agent of Company for the lines and limits of insurance as set forth
in SCHEDULE A attached hereto and incorporated herein by this reference. Such
appointment is made pursuant to the Company's published rates and underwriting
guidelines. At any time and from time to time Company may, in its sole
discretion, change its published rates or underwriting guidelines and withdraw
from or add to the lines and limits of insurance set forth in SCHEDULE A.
1.2 AUTHORITY. Agent's appointment and authority for such lines and
limits of insurance shall extend only to any and all states in which Company and
Agent shall both be licensed as required by prevailing regulatory requirements
and in which Company's applicable forms and rates are approved for use. Agent
shall supply Company with copies of all certificates of qualification or
licenses required of Agent to act under this Agreement.
2. AGENT'S DUTIES AND RESPONSIBILITIES
Commencing on the Effective Date, Agent will faithfully perform all of
Agent's duties with the scope of the agency relationship created under this
Agreement to the best of the Agent's professional knowledge, skill and judgment,
which duties shall include but not be limited to the following:
2.1 SOLICITATION. Agent will actively solicit and present applicants
to Company for acceptance, which applicants will meet the Company's underwriting
standards and which applications in connection therewith will be within the
limits authorized.
2.2 POLICY ISSUANCE. With respect to applications for coverage
submitted to and accept by Company, Agent will timely and properly deliver and
execute or countersign, if necessary, contracts of insurance, policies,
certificate, endorsements, memoranda and binders (collectively, "Policies") as
directed by Company. Such Policies shall not, however, be delivered by Agent
unless Agent has collected the initial premium as required by Company.
2.3 PREMIUM RATES. Agent will ensure that accurate and proper
premiums and rates for all Policies are quoted and charged in full compliance
with approved rating system of Company.
2.4 COLLECTION OF PREMIUMS. Agent will collect premiums due on all
Policies and will timely account for and pay Company on such business in
accordance with the requirements set forth in SCHEDULE 8 attached hereto and
incorporated herein by this reference. Company may at any time and from time to
time amend the procedures set forth in SCHEDULE B.
2.5 FIDUCIARY CAPACITY. Agent will hold all premiums collected and
received on Policies for Company in a fiduciary capacity, separate and apart on
its books from all other funds of Agent, in a bank account or other media or
investment approved IN advance in writing by Company. Agent's books and records
with respect to such funds shall be maintained in such a manner so as to
establish clearly that Agent is holding such funds and acting as trustee for
Company with respect to the same.
2.6 COMPLIANCE WITH MANUALS. Agent will comply fully and timely with
all instructions, rules, bulletins, manuals and underwriting guides issued in
writing by Company to Agent promptly upon receipt thereof.
2.7 COMPANY PROPERTY. Agent will safeguard, maintain and account for
all Policies, forms, manuals, equipment and supplies furnished Agent by Company,
all of which shall remain the property of Company, and will return the same to
Company promptly upon demand.
2.8 AGENT EXPENSES. Agent will pay, assume the obligation and be
fully responsible for all costs and expenses associated with an in respect of
the performance by Agent of its duties under this Agreement, including but not
limited to rentals, office facilities, travel expenses, transportation
facilities, employee and clerical salaries, benefits and expenses, counter
signature fees and expenses, postage, advertising and local license fees.
2.9 LEGAL COMPLIANCE. Agent will comply fully with all regulations,
bulletins, rulings, circular letter, proclamations and statutes, federal, state
or local, now or hereafter in force, and which are applicable to Agent's
appointment and status hereunder.
2.10 ACCURATE RECORDS - AUDIT. Agent will keep identifiable and
accurate records and accounts of all business and transactions effected pursuant
to this Agreement. Upon reasonable notice and at reasonable time, Agent will
permit Company to visit, inspect, examine, audit and verify, at Agent's offices
or elsewhere, any of the properties, accounts, files, documents, books, reports,
work papers and other records (other than documents subject to an
attorney-client privilege and bank examination reports) belonging to or in the
possession or control of Agent relating to the business covered by this
Agreement and at Company's expense, to make copies thereof and extracts
therefrom, provided that such audit shall not unreasonably interfere with
Agent's normal course of business.
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2.11 APPOINT PRODUCERS. Agent may appoint Producers, subject to the
provisions of paragraph 4 hereof.
2.12 ERRORS AND OMISSIONS. The Company requires that Errors and
Omissions insurance be maintained by the Agent with a limit of liability of one
million dollars ($1,000,000). The Company may request evidence of such coverage
at any time.
3. LIMITATIONS ON AGENT'S AUTHORITY
Agent shall have no authority nor shall it represent itself as having
such authority other than as is specifically set forth in this Agreement.
Without limiting the generality of the foregoing sentence, Agent agrees that it
will not do any of the following:
3.1 BIND COVERAGE. Bind coverage without prior approval of Company.
Written application must follow within three (3) working days. Binder may not
be extended without Company approval.
3.2 ALTERATIONS. Make, waive, alter or change any term, rate or
condition stated in any Company contract or Company approved form, or discharge
any contract in the name of Company.
3.3 FORFEITURE. Waive a forfeiture.
3.4 EXTENSION OF TIME. Extend the time for the payment of premiums
or other monies due under the Policies or to Company.
3.5 LITIGATION. Institute, prosecute or maintain any legal
proceedings in connection with any matter pertaining to the Company's business
nor accept service of process on behalf of Company.
3.6 TRANSACTION OF BUSINESS. Transact business in contravention of
the rules and regulations of any insurance department and/or other governmental
authorities having jurisdiction of any or all subject matters embraced by this
Agreement.
3.7 ENDORSEMENT. Except as otherwise contemplated by other
provisions of this Agreement or as may be specifically authorized by Company,
make, accept or endorse notes, or endorse checks payable to Company otherwise
incur any expense or liability on behalf of Company.
3.8 MISREPRESENTATION. Misrepresent or compare incompletely for the
purpose of inducing a policyholder in any other company to lapse, forfeit or
surrender his/her/its insurance therein.
4. APPOINTMENT OF PRODUCERS
4.1 APPOINTMENT. Agent may appoint Producers only with the written
consent of Company. All such Producers shall enter into a written contract with
Agent, but not with Company, on forms approved by Company, without modification
thereof. For the purposes of this Agreement a "Producer" is a
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licenses person, firm or corporation who, with the approval of Company, enters
into an agreement with Agent, as an insurance agent or brokers. A copy of each
such executed agreement shall be immediately furnished to Company by Agent.
4.2 REJECTION AND TERMINATION OF PRODUCERS. Company may, in its sole
discretion and without liability to Agent, approve or reject each request by
Agent for consent to its appointment of any Producer. Agent shall, when
requested by Company, immediately dismiss any Producer.
4.3 RESPONSIBILITY. Agent shall save Company harmless from all loss,
expense, cost and liability resulting from unauthorized acts or transactions by
Producers for whom Agent is responsible, and any other persons engaged by Agent
or acting on its behalf. Agent shall be responsible for each Producer with whom
Agent has executed a Producer's Agreement until such agreement is terminated,
and for each Producer who has been assigned to Agent for supervision unti1 such
supervision is terminated.
4.4 PAYMENTS TO PRODUCERS. Company will pay commissions to Producers
in accordance with the Schedule of Commissions included in or attached to the
Producers' agreements which Company may from time to time authorize Agent to
enter into, on its own behalf and not on behalf of Company. Company may at its
option, pay such Producers' commissions by either:
(i) Paying directly to one or more Producers the commissions
to which they may be entitled under agreements between any of them and Agent, or
(ii) Paying their commissions directly to Agent.
In making such payment, Company may rely fully upon the agreements delivered to
it by Agent. Company shall not be bound by an assignment or pledge of, or lien
on, any Producer's commissions due from Agent, unless it has received specific
and timely written notice of and has agreed in writing to honor such assignment,
pledge or lien. Payment pursuant to either (i) or (ii) above shall fully
discharge Company's obligation to Agent to the extent of such payments.
5. DUTIES AND OBLIGATIONS OF COMPANY
Commencing on the Effective Date, Company will faithfully perform all
of Company's duties within the scope of the agency relationship created under
this Agreement to the best of the Company's professional knowledge, skill and
judgment, which duties shall include but not be limited to the following:
5.1 MATERIALS. Company will provide Agent with such marketing and
training support materials, supplies, manuals and brochures for use by Agent as
it deems appropriate; and
5.2 PROCESSING OF APPLICATIONS. Company will promptly process upon
receipt al1 applications received from Agent.
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6. AGENT'S COMPENSATION
Agent shall be entitled to receive as compensation under this
Agreement a percentage of the premium written, paid for and received by Company
under this Agreement, subject to offset, at the rate shown on the Company's
current "Commission Schedule," a copy of which Commission Schedule is attached
hereto as SCHEDULE C. Agent shall pay a return commission at the same rates on
any return premiums, including return premiums on cancellations effected by
Company. Company may change the commission rates set forth in SCHEDULE C upon
sixty (60) days prior written notice to Agent.
7. COMPANY'S RIGHT TO REJECT APPLICATIONS AND CANCEL OR RESCIND
POLICIES
Company reserves the right, in its sole discretion to (i) disapprove or
reject any application for a policy submitted to it by Agent, (ii) limit or
restrict the amount or plan of any policy it shall issue, (iii) require a high
premium than that applied for, (iv) cancel or rescind any existing policy, (v)
alter or withdraw policies offered from time to time, and (vi) introduce new
policies.
8. TERM
Unless sooner terminated pursuant to paragraph 12 hereof, the term of
this Agreement shall be for a one-year period commencing immediately upon the
Effective Date (the "Term"). This Agreement shall automatically renew thereafter
for successive like period (each, a "Renewal Period") unless either party (i)
notifies the other party within sixty (60) days of the expiration of the Term or
of any Renewal Period of the intention not to renew or (ii) otherwise terminates
the Agreement pursuant to the terms hereof.
9. ADVERTISING
Agent shall not make, publish, issue or insert or cause to have made,
published, issued or inserted any advertisement, letter, circular, pamphlet or
other publication or statement, written or through electronic media
("Advertisement"), referring Company or the insurance written under this
Agreement without the express prior written approval and consent of Company.
Agent will cease use of any such Advertisement upon receipt of written notice
from Company.
10. NAME, LOGO, TRADEMARK, SERVICE XXXX OR SYMBOL
Neither Company nor Agent will use the other's name nor any other
name, logo, trademark, service xxxx or symbol that is now or may hereafter be
owned by the other party, a parent or an affiliate or subsidiary thereof, except
in the manner and to the extent that the other party may specifically authorize
in writingUpon termination of this Agreement, each party will immediately
discontinue the use of such name, logo, trademark, service xxxx or symbol
belonging to the other party or the parent, affiliate or subsidiary thereof.
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11. INDEMNIFICATION
11.1 INDEMNIFICATION OF COMPANY. Agent shall indemnify, defend and
hold harmless Company from and against any and all claims, suits, hearings
actions, damages, liabilities, fines, penalties, costs, losses or expenses,
including reasonable attorney's fees, caused by or resulting from any breach of
this Agreement, misconduct, error, omission, or other unauthorized act by Agent
or by Agent's employees or representatives, including but not limited to the
Producers and any independent contractors engaged by Agent to perform any of
Agent's duties under this Agreement.
11.2 INDEMNIFICATION OF AGENT. Company shall indemnify, defend and
hold harmless Agent, its affiliates, sub-agents, brokers, representatives and
holding company, as well as their respective employees, officers and directors,
from and against any and a11 claims, suits, actions, liabilities, penalties,
losses, fines and expenses, including reasonable attorney's fees, which they or
any of them may sustain or incur, directly or indirectly, as the result of any
misconduct, act, error, misrepresentation, inaccurate or misleading
Advertisement, omission or failure to act attributable to Company or any
officer, employee, director, agent or representative of Company, except to the
extent such alleged misconduct, act, error, omission or failure to act is
primarily attributable to Agent.
11.3 SURVIVAL OF INDEMNIFICATION. The indemnification provided under
this paragraph 11 shall survive the termination of this Agreement.
12. TERMINATION OF AGREEMENT
12.1 TERMINATION WITHOUT CAUSE. Either party may terminate this
Agreement without cause upon one hundred-twenty (120) days prior written notice
to the other party.
12.2 TERMINATION FOR CAUSE. At any time during the Term or any
Renewal Period, either party may terminate this Agreement immediately for cause
upon written notification to the other party of such termination. Such written
notice shall state the "cause" with specificity. As used in this paragraph
12.2, the term "cause" shall include, without limitation, any one or more of the
following events:
A. CONVICTION. A party's indictment for or conviction of any
felony, fraud or any crime involving dishonesty;
B. MISAPPROPRIATION OF FUNDS. The intentional misappropriation
by a party of funds or property of the other party or funds received for it or
Policyholders by such other party, including but not limited to the intentional
failure by Agent to remit to Company or Policyholders funds due promptly after
written demand therefore by Company; and
C. LICENSE SUSPENSION OR REVOCATION. The expiration or
cancellation of or refusal to renew by the issuing insurance regulatory
authority any license, certificate or other regulatory approval required in
order for a party to perform its duties under this Agreement.
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12.3 RIGHTS AND DUTIES UPON TERMINATION. If, upon termination of this
Agreement, Agent has promptly and properly accounted for and paid over to
Company, premiums and all other amounts due as provided for hereunder for which
Agent may be liable, Agent's records, use and control of policy expirations
shall remain the property of Agent. Otherwise, no such ownership rights shall
vest in Agent.
13. INDEPENDENT CONTRACTOR
This Agreement is not a contract of employment. Nothing contained in
this Agreement shall be construed to create the relationship of joint venture,
partnership or employer and employee between Company and Agent. Each party is
an independent contractor and shall be free, subject to the terms and conditions
of this Agreement, to exercise judgment and discretion with regard to the
conduct of its business. Agent shall be solely responsible with respect to, and
will promptly pay or withhold, as required, all taxes and sums due to the
federal, state and/or local taxing authorities with respect to Agent and
Agent's employees and licensees.
14. CONFIDENTIALITY
During the Term of this Agreement, and any Renewal Period thereafter,
Company and Agent may acquire access to confidential or proprietary information
of one another, including, but not limited to, the identities of one another's
respective clients, customers, prospective client and customer lists, marketing
surveys, cost analyses and procedures (collectively, "Confidential
Information"). Such Confidential Information constitutes proprietary information
and/or trade secrets and is the sole and exclusive property of the party
generating such information. The parties agree that:
(a) Each party shall use the Confidential Information of the other
only for the purposes of carrying out its obligations under this Agreement;
(b) All Confidential Information of a party and any physical and
electronic embodiments thereof to which the other party acquires access will be
held by such other party in strict confidence; and
(c) Neither party will reveal, disclose, publish or use such
Confidential Information of the other party except as provided hereunder.
The provisions of this paragraph 14 shall survive the termination of
this Agreement.
15. GENERAL PROVISIONS
15.1 OFFSET. All amounts due Agent under this Agreement shall be
subject to the right of offset.
15.2 ASSIGNMENT. This Agreement and the rights, duties and
obligations of the parties hereto shall not be assignable by either party hereto
without the prior written consent of the other party and any purported
assignment in the absence of such consent shall be void.
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15.3 FURTHER INSTRUMENTS. Each party shall execute and deliver all
further instruments, documents and papers, and shall perform any and all acts
necessary, to give full force and effect to all of the terms and provisions of
this Agreement.
15.4 SEVERABILITY. If any provision of this Agreement, as applied to
any party or to ANY circumstance, shall be found by a court of competent
jurisdiction to be void, invalid or unenforceable, the same shall in no way
affect any other provision of this Agreement, the application of any such
provision in any other circumstance, or the validity or enforceability of this
Agreement.
15.5 NOTICES. All notices which are required to be given or submitted
pursuant to this Agreement shall be made in writing and shall be deemed given
when deposited with the United States Postal Service, postage prepaid,
registered or certified mail, return receipt requested, or when deposited with
an overnight mail delivery service, to the last address of record of each party
being notified which is maintained by the other party in the ordinary course of
business.
Any notice or demand required to be made under this Agreement to Agent
shall be given to:
Xxxxx X. Xxxxx
----------------------------------------------
000 Xxxxxxx Xxxxxxxxx
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Xxxxxxx, Xxxxxxxxxx 00000-0000
----------------------------------------------
Any notice or demand required to be made under this Agreement to Company
shall be given to:
Xxxxxx X. Xxxxxxxx
----------------------------------------------
000 X. Xxxx Xxxxxx, Xxxxx 000
----------------------------------------------
Xxxxxxxx, Xxxxxxxxxx 00000
----------------------------------------------
Any party may, by virtue of written notice in compliance with this
paragraph, alter or change the address or the identity of the person to whom any
notice, or copy thereof, is to be sent.
15.6 WAIVERS. A waiver by any party of any of the terms and
conditions of this Agreement in any one instance shall not be deemed or
construed to be a waiver of such term or condition for the future, or of any
subsequent breach thereof, nor shall it be deemed a waiver of performance of any
other obligation hereunder.
15.7 ENTIRE AGREEMENT. This Agreement contains the entire
understanding of the parties hereto relating to the subject matter hereof and
supersedes all prior and collateral agreements, understandings, statements and
negotiations of the parties. Each party acknowledges that no representations,
inducements, promises or agreements, oral or written, with reference to the
subject matter hereof have been made other than as expressly set forth herein.
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15.8 GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the laws of the State of California.
15.9 GENDER AND NUMBER. In all matters of interpretation, whenever
necessary to give effect to any provision of this Agreement, each gender shall
include the other, the singular shall include the plural and the plural shall
include the singular.
15.10 PARAGRAPH AND SUBPARAGRAPH HEADINGS. The titles of the
paragraphs of this Agreement are for convenience only and shall not in any way
affect the interpretation of any provision or condition of this Agreement.
15.11 THIRD PARTIES. Except as may be expressly set forth herein, the
parties hereto do not intend to confer any rights or remedies upon any person
other than the parties hereto.
15.12 LEGAL ACTION. In the event of any litigation between or among
the parties hereto respecting or arising out of this Agreement, the prevailing
party or parties shall be entitled to recover reasonable attorneys' fees and
costs, whether or not such litigation proceeds to final judgment or
determination.
15.13 AMENDMENT. This Agreement may not be amended except by a writing
signed by both parties.
15.14 COUNTERPARTS. This Agreement may be executed in counterparts
which, taken together, shall constitute the whole of the Agreement as between
the parties.
IN WITNESS WHEREOF, the parties have executed this Agreement effective as
of the day and year first above written.
COMPANY: XXXXX INSURANCE COMPANY
By: /s/ Xxxxxx X. Xxxxxxxx
--------------------------
XXXXXX X XXXXXXXX
Title: President/CEO
--------------------------
AGENT: PAN AMERICAN UNDERWRITERS, INC.
By: /s/ Xxxxx X. Xxxxx
--------------------------
XXXXX X. XXXXX
Title: President/CEO
--------------------------
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SHEDULE A
POLICIES
Workers' Compensation and Employers Liability Insurance
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SCHEDULE B
COLLECTION OF PREMIUMS
A. Agent shall be liable to Company for the full amount of premiums
earned on all insurance contracts, regardless of the collectability or
collection status of the accounts by the Agent except as outlined in paragraph B
of this Schedule. Agent shall collect and receive, in the name of Company, all
premiums and any other remuneration on policies, binders, or endorsements of
Company written by or through it. Such premiums shall be collected from insureds
in accordance with the following general standards:
(1) Deposit Premiums - at or no later than fifteen (15) days from the
policy inception date or the billing date.
(2) Installment, Endorsement or Any Other Premium Xxxxxxxx - promptly and,
in no event, not more than thirty (30) days after the billing date.
(3) Interim Voluntary Payroll Report - promptly and, in no event, not more
than thirty (30) days after the end of the monthly, quarterly or semi-annual
reporting period.
(4) Annual, Interim and Cancellation Audits - promptly and, in no event,
not more than thirty (30) days after the billing date.
B. By mutual agreement between both parties, the Agent may return to the
Company for direct collections a particular premium billing provided:
(1) The Agent notifies the Company in writing within thirty (30) days from
the billing date.
(2) No commissions shall be payable to the Agent on any premiums returned
to the Company for direct collection whether collected or not.
C. The above standards may from time to time be altered and new and
different standards adopted by Company. Company's decision with respect thereto
shall be final and an amendment of this Agreement shall not be necessary in
order to effectuate new standards.
D. Where return premium is due an insured, Agent shall promptly transmit
the net return premium from Company funds, adding thereto the return commission
from its own funds at the same rate at which such commissions were originally
retained.
E. Premium monies received by Agent are held by Agent in its fiduciary
capacity and shall be transmitted to Company within two (2) business days unless
paid to one of Agent's branch offices, in which case, within five (5) business
days, deducting therefrom only Agent's commission as provided in paragraph 6
hereof and such funds as may be necessary to pay net return premiums as set
forth above.
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SCHEDULE C
COMMISSIONS
Workers' Compensation - 13.5%
Special Commission rates on individual policies or groups may be
negotiated by mutual agreements of the parties.
No commission shall be paid or returned on additional or return premiums
resulting from retrospective rating plan computations.
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AMENDMENT NO. 1
TO
AGENCY AGREEMENT
This Amendment No. 1 to Agency Agreement (this "Amendment") is entered into
as of the fifteenth day of June, 1996 with reference to that certain Agency
Agreement between Xxxxx Insurance Company and Pan American Underwriters, Inc.
dated as of March 1, 1992 (the "Agreement"). All capitalized terms used herein
without definition shall have the meaning ascribed to them in the Agreement.
In consideration of the mutual covenants set forth herein and other good
and valuable consideration the receipt and sufficiency of which are hereby
acknowledged, the Agent and the Company agree to amend the Agreement as follows:
1. Schedule C to the Agreement is hereby amended and restated to read in
full as follows:
"Workers' Compensation - 10%, effective January 1, 1996
Special Commission rates on individual policies or groups may be negotiated
by mutual agreements of the parties.
The Company agrees to pay to the Agent the following bonus commission for
the 1996 calendar year contingent upon the Agent meeting the following premium
volume thresholds:
Invoiced 1996 Premium Volume Bonus Commission
---------------------------- ----------------
$3,000,000 1% of Invoiced Premium
$6,000,000 Additional 1% of Invoiced Premium
$9,000,000 Additional 1% of Invoiced Premium
The foregoing bonus will be paid quarterly based on invoiced premium
written prior to the end of the applicable quarter. The bonus will apply to all
premium written, not merely the amount of premium over the premium threshold.
The bonus will be subject to offset to the same extent as commissions payable
under this Agreement."
2. In all other respects, the Agreement shall continue in full force and
effect.
IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the
date first written above:
XXXXX INSURANCE COMPANY PAN AMERICAN UNDERWRITERS, INC.
By:/s/ [ILLEGIBLE] By:/s/ Xxxxx X. Xxxxxxxxx
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AMENDMENT NO. 2
TO
AGENCY AGREEMENT
This Amendment No. 2 to Agency Agreement(this "Amendment") is entered into
as of the first day of April, 1997 with reference to that certain Agency
Agreement between Xxxxx Insurance Company and Pan American Underwriters, Inc.
dated as of March 1, 1992, as amended (the "Agreement"). All capitalized terms
used herein without definition shall have the meaning ascribed to them in the
Agreement.
In consideration of the mutual covenants set forth herein and other good
and valuable consideration the receipt and sufficiency of which are hereby
acknowledged, the Agent and the Company agree to amend the Agreement as follows:
1. The relevant provisions of Schedule C to the Agreement are hereby
amended as follows:
"The Company agrees to pay to the Agent the following bonus commission
during the 1997 calendar year contingent upon the Agent meeting the following
quarterly premium volume thresholds:
Invoiced Quarterly 1997 Premium Volume Bonus Commission
-------------------------------------- ----------------
$ 750,000 1% of Invoiced Premium
$1,500,000 Additional 1% of Invoiced Premium
$2,250,000 Additional 1% of Invoiced Premium
The foregoing bonus will be paid quarterly based on invoiced premium
written prior to the end of the applicable quarter. The bonus will apply to all
premium written, not merely the amount of premium over the premium threshold.
The bonus will be subject to offset to the same extent as commissions payable
under this Agreement."
2. In all other respects, the Agreement (including the unamended provisions
of Schedule C) shall continue in full force and effect.
IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the
date first written above:
XXXXX INSURANCE COMPANY PAN AMERICAN UNDERWRITERS, INC.
By:/s/ Xxxxx X. Xxxxxxxxx By:/s/ [ILLEGIBLE]
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