Exhibit 99.26(c)(2)
GENERAL AGENT'S CONTRACT
ISSUED BY
MINNESOTA LIFE INSURANCE COMPANY
To
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General Agent
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Address Effective Date
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City-State Date Your Service Began With Us
SECTION 1. DEFINITIONS
When we use the following words, this is what we mean:
YOU, YOUR. The person whose name appears above as General
Agent.
WE, OUR, US. Minnesota Life Insurance Company.
HOME OFFICE. Our main office located at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇.
THE CONTRACT. This written agreement between you and us,
including all written supplements and amendments to this
agreement.
THE TERRITORY. The territory in which you are authorized to
represent us.
EFFECTIVE DATE OF CONTRACT. The date which appears above as
the Effective Date.
AGENCY SERVICE. The period during which you are authorized
to represent us as a General Agent. (In computing your
consecutive years of service, we will ignore any break in
service of less than six months.)
AGENCY, YOUR AGENTS. All agents authorized by both you and
us to represent us in your agency.
TERMINATION. When your agency service with 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 AGENCY BUSINESS. Individual policies or business we
issue upon applications obtained by you and your agents.
YOUR PERSONAL BUSINESS. Individual policies or business we
issue upon applications obtained by you personally.
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.
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. This includes income on your personal business and
the compensation provided under the contract based on your
agency business.
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 agency business and your
personal 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, as well as the value
of any furniture, equipment or supplies which we provide
you, which you own and for which you are liable to us on any
given date. It includes, but is not limited to, amounts of
money which we 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; and charges we 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. YOUR APPOINTMENT AND AUTHORITY
(a) APPOINTMENT. You are hereby appointed as a General Agent
to represent us in the territory, subject to the terms of
the contract. You do not have the exclusive right to
represent us in the territory. We reserve the right to
appoint others to represent us 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 us. This status will continue during your
General Agency service until it is terminated pursuant to
Section 13. During your General 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 us. You are free to use your
own judgment:
in the selection, training and development of agents;
in establishing goals, standards, and rules of conduct
for those agents;
in the supervision and direction of those agents;
as to the persons from whom you and your agents will
seek applications for insurance; and
the time, place, 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 or us.
(c) AUTHORITY. We authorize you:
to select and propose agents to us;
to solicit and take applications both personally and
through your agents, for individual policies on the
lives and health of people satisfactory to us;
to ensure the proper delivery by you or your agents of
individual policies issued by us upon those
applications;
to ensure the collection of the first premium due on
those policies; and
to give those premiums promptly to us or as we direct
you.
Your authority to represent us is expressly limited as
stated in this Section 2.
SECTION 3. AGENTS
(a) SELECTION. You may select and propose agents to us.
(b) CONTRACTS. If we so choose, we will accept the agent or
agents you propose. We will then send you an agent's
contract to be signed by you and the proposed agent, which
must be returned for our signature. No contract with any
proposed agent shall bind us unless we approve that agent's
contract by executing it. Either you, we or the agent may
terminate that agent's agency relationship with you and us,
subject to the terms and conditions of that contract.
(c) RESPONSIBILITY. You will vouch for the honesty and
integrity of your agents. You will be liable for all their
acts and omissions and for all debts and monies owed by them
to us or to any
other persons in the course of their representing us. You
will instruct your agents as to the extent of your and each
agent's territory.
(d) COMMUNICATIONS. You will be responsible for all
communications between your agents and us.
(e) STATEMENTS. At the end of each calendar month, we will
send you statements for each of your agents. You will
promptly deliver these to each agent.
(f) EARNINGS. We may pay you, when due, all earnings which
we credit to your agents. You will be solely responsible to
your agents for all earnings due them. If an agent owes a
debt to you, you may keep all or part of the agent's
earnings to reduce that debt. However, if you fail to pay
earnings to an agent when due, we may pay them directly to
the agent and then charge your account with the amount we
pay.
(g) OFFICE SPACE. You will provide adequate office space at
your own expense and in other than your own home.
(h) OTHER DUTIES TO AGENTS. You will perform all the duties
required of you in each agent's contract to which you are a
party.
SECTION 4. YOUR DUTIES
You hereby agree to be solely responsible for each of these
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. Neither you nor
any of your agents shall solicit applications in any
territory in which you, we or the agent is not properly
licensed.
(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 of, 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
applications which you or your agents solicit and receive,
except for the kinds of insurance which we do not issue.
While you may sell insurance policies issued by other
companies, the premiums from those sales, and the time spent
in procuring them, should be incidental to the amount of
premiums given to us on new sales and incidental to the time
spent in obtaining those new sales.
(e) POLICY DELIVERY. You or your agents will deliver
policies issued by us, but only when all the terms and
conditions for delivery have been met.
(f) COLLECTING FIRST PREMIUMS. You or your agents will
collect the first premiums due on policies before they are
delivered. Premiums must only be in the form of check,
draft, or money order made payable to us. You should never
accept cash or deposit a first premium check or draft or
money order to your personal or business account.
(g) HANDLING OF FIRST PREMIUMS. You will give promptly to
us, or as we otherwise direct you, all premiums or other
monies which you or your agents collect or receive for us.
You cannot use any of these 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. You will satisfy the minimum production and
persistency standards which we set from time to time in the
Contract Update for you and your agency. These standards
shall be uniform and general among all agencies of the same
class.
If you become totally and continuously disabled during your
General Agency service and you remain so disabled for ninety
(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 January 31st
next following the year in which your disability began and
as often thereafter as we ask for it.
(i) OUR 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 furnish to you are the property of us. 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 the first-year and renewal
premiums on our individual business.
You shall return promptly all such property you then
have, if and when we 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, your agent's
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 or us. 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 any and
all debt owed to us when the debt is due and payable.
Repayment must be made even though your earnings are also
being kept by us as they become due to reduce your debt.
SECTION 5. OUR DUTIES
We hereby agree to be solely responsible for each of these
duties:
(a) EARNINGS CREDITED. We will credit you at the end of each
calendar month with your earnings for that month.
(b) STATEMENTS. At the end of each calendar month, we will
send a statement of your agency account with us. You must
promptly tell us at our home office of any errors you find
in the statement. You have twenty (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.
(c) DEBT. If you owe us a debt, we may keep all or part of
your earnings to reduce that debt. 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.
(d) RELEASE OF EARNINGS. We will release those earnings of
yours we do not keep and send them to you at the end of each
calendar month.
(e) SALES TOOLS. We will give you to use during your General
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 6. COMPENSATION
(a) KINDS. The amount and method by which we determine your
earnings are set forth in the following sections:
Commissions Section 7
Margins & Expense Allowance Section 8
Reversions Section 9
Production Bonus Section 10
Quality Bonuses Section 11
(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 12, thus
changing the amount and method by which we determine your
earnings after the date of the change. Any such action by us
will be made uniformly among all of our agencies of the same
class, unless such action is required by law or other
competent authority.
(c) HOME OFFICE RECORDS. Your earnings will be based upon
your individual business of you and your agents which is
credited to you and your agency 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 General Agency
service, you may request the contract be amended so that
after your retirement or after the termination of your
General Agency service, your earnings will be payable in a
level amount. If we agree in writing to your request, then
after your retirement or termination of your General 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.
(f) 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.
(g) 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. COMMISSIONS
(a) SCHEDULES. The schedules for first-year and renewal
commissions which we agree to credit to you on first-year
and renewal earned premiums paid on all your personal
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 and renewal commissions
are vested and will be credited to you as they become due.
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. MARGINS & EXPENSE ALLOWANCE
(a) MARGINS AND EXPENSE ALLOWANCE. We agree to credit you
with a first-year and renewal margins and expense allowance
on your agency business. Margins and expense allowance are
percentages of premiums and commissions.
(b) SCHEDULE OF MARGINS. First-year, renewal margins and
expense allowance are shown in the Contract Update. On
first-year commissions earned by each agent participating in
our Agents Training Allowance Program, reduced margins will
be credited as shown in the Contract Update.
(c) VESTING OF FIRST-YEAR MARGINS AND RENEWAL MARGINS.
First-year margins and renewal margins are vested and will
be credited to you as they become due.
(d) VESTING OF EXPENSE ALLOWANCE. No expense allowance will
be credited after your General Agency has been terminated.
SECTION 9. REVERSIONS
We agree to credit you with all renewal commissions
otherwise payable to any of your agents whose agency
relationship with us has been terminated before satisfying
the requirement of five qualified years for vesting.
SECTION 10. PRODUCTION BONUS
(a) BONUS. We agree to credit you with a Production Bonus
equal to a percentage of earned first-year commissions on
your agency 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 General
Agency service has terminated.
(b) SCHEDULES. We will calculate the Production Bonus on
your agency business according to the schedule shown in the
Contract Update.
SECTION 11. QUALITY BONUSES
(a) BONUS. We agree to credit you with Quality Bonuses,
equal to a percentage of certain second and third year
renewal premiums on your agency business and on your
personal business. The percentage we will credit will vary
according to the persistency ratio of your agency business
and of your personal business. No Quality Bonus will be
credited to you after your General Agency service has
terminated.
(b) SCHEDULES. The Quality Bonus will be credited on the
first monthly statement, which you receive in the second
month of each calendar quarter and will be based on certain
second and third year earned renewal premiums which were
earned during the previous calendar quarter. Different
schedules will apply to the Quality Bonus for you agency
business and to the Quality Bonus for your personal business
as shown in the schedules in the Contract Update.
SECTION 12. SERVICE FEES
(a) SCHEDULE. Subject to your meeting the minimum
persistency requirement set forth in the Contract Update, we
agree to credit you with a Service Fee for each earned
renewal premium paid on your agency business and paid on
your personal business. The amount of each Service Fee and
the policy years for which payable are shown in the Contract
Update. Service Fees will be credited to you at the end of
each calendar month.
(b) EXCEPTIONS. We will not credit a Service Fee on renewal
premiums earned after your General Agency service has
terminated, or on those earned after we cancel Service Fees.
SECTION 13. TERMINATION OR SUSPENSION OF YOUR AGENCY RELATIONSHIP
(a) MUTUAL UNDERSTANDING. You and we mutually understand and
agree that your General Agency service will continue until
either of the parties to the contract wishes to terminate
your General Agency relationship.
(b) METHOD OF TERMINATION. Your General Agency service:
(1) WITHOUT CAUSE. Can be ended, without cause and
without a reason being given, at any time by you or us.
The party who wants to end your General Agency service
under the contract without cause must give 30 days'
written notice to each of the other parties to the
contract. Your General Agency service will end as of
11:59 p.m. on the 30th day following the date on which
the notice was given.
(2) WITH CAUSE. Can be ended for cause at any time by
you or us. The party who wants to end your General
Agency service for cause must state the cause in writing
to the other party to the contract. Your General 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 your general agency; 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;
retire and receive a pension from us; attain age 70; 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.
SECTION 14. INDEBTEDNESS
(a) WHEN DUE. Any debt or monies owed to us shall be 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;
(3) the date of written demand by us; or
(4) the date your General Agency service terminates.
(b) FIRST CLAIM ON EARNINGS. We have first claim on all of
your earnings. This means we, as and when we elect, may keep
all or any part of your earnings to reduce any debt you owe
to us. While we may release your earnings while you owe a
debt to us, this does not mean we 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 will be used to reduce the debt owed to us.
SECTION 15. ASSIGNMENT
You have no right to assign the contract, the right to your
earnings, or any other right or interest in the contract,
unless we give our prior written consent to the assignment.
Without this consent, an assignment will not be valid and we
will not honor such an assignment.
SECTION 16. LEGAL PROCEEDINGS
(a) USE OF OUR NAME. You have no right to start any legal
proceedings on our behalf or in our name. Only we may start
legal proceedings in our name.
(b) SUIT AGAINST US. If we are sued because of any
unauthorized action or statement by you, you agree to
indemnify and save us harmless from any judgments,
settlements, attorneys' fees and other expenses.
SECTION 17. WAIVER
We may choose from time to time not to enforce a provision
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 18. MISCELLANEOUS
(a) PRIOR CONTRACTS. All written and oral contracts,
stipulations and agreements which now exist between you and
us 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 you
and we 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.
You and we must sign both copies of the contract before it
goes into effect.
Your appointment as We approve and accept your
General Agent and the appointment as General Agent
terms of the contract are and the terms of the contract.
accepted by you.
Minnesota Life Insurance Company
By:
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General Agent Authorized Officer
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Date Date
WE MAY MAKE ADDITIONAL BENEFITS AND COMPENSATION AVAILABLE TO THOSE GENERAL
AGENTS WHO SATISFY OUR REQUIREMENTS, ESTABLISHED FROM TIME TO TIME, FOR THOSE
ADDITIONAL BENEFITS AND COMPENSATION. THEY ARE NOT PART OF THE CONTRACT AND WE
MAY CHANGE OR DISCONTINUE THEM AT ANY TIME.
