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Exhibit 1(A3)(bi)
PPGA
PROVIDENT MUTUAL LIFE INSURANCE COMPANY
PERSONAL PRODUCING
GENERAL AGENT'S AGREEMENT
This Agreement is effective ____________, by and between Provident Mutual Life
Insurance Company, hereinafter called the Company, and _________________________
_____________________, hereinafter called the General Agent.
In consideration of the mutual covenants and agreements listed below, the
parties agree as follows:
1. OBLIGATIONS OF THE GENERAL AGENT
The General Agent's obligations shall be:
(a) To recruit and recommend individuals to be licensed, appointed, and
contracted with the Company as Producing General Agents, hereinafter
called PGAs, or Personal Producing Agents, hereinafter called PPAs.
(b) To provide proper training and supervision for each PGA or PPA and to
assume responsibility for the acts of each PGA or PPA including but
not limited to obligations listed in the PGA's or PPA's Agreements
with the Company.
(c) To solicit and procure applications personally, and through PGAs or
PPAs, for the insurance and annuities set forth in the commission
schedules and issued or marketed by the Company in all states in which
the Company, the General Agent, and where applicable, the PGA or PPA,
are authorized to do business. All such applications shall be
forwarded promptly to the Company, whether the same are reported upon
favorably or otherwise by the local medical or paramedical examiner.
(d) To hold all moneys received or collected on behalf of the Company in
trust and immediately remit them to the Company without deduction.
(e) To provide service incidental to maintaining the policies or contracts
of the Company.
(f) To conform to and observe all applicable federal or state statutes or
rules or regulations pertaining to insurance or insurance agents.
(g) To conform to and observe all Company rules, policies, and directives
now in effect and as they may be revised from time to time.
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2. LIMITATION OF AUTHORITY
The General Agent is not authorized to do, and agrees not to do nor attempt
to do, nor to assist any PGA or PPA in doing, any of the following:
(a) Accept risks or contracts of any kind or bind the Company in any way.
(b) Make, alter, or discharge any insurance or other contract; or extend
the time for paying a premium; or waive forfeitures.
(c) Incur any debt, obligation, or liability for which the Company is
responsible.
(d) Initiate or respond to legal proceedings in the Company's name.
(e) Market or solicit policies or contracts, directly or indirectly, where
the General Agent, the Company, or where applicable, the PGA or PPA,
are not properly licensed.
(f) Pay any rebate of premium either directly or indirectly, or provide
any other inducement not specified in the policy or contract, to any
person as an inducement to purchase any policy or contract.
(g) Issue or use any sales material or advertisement, of any form
whatsoever, other than those supplied by the Company or with the
Company's written approval.
(h) Violate applicable replacement statutes or regulations.
(i) Induce or attempt to induce any policyholder to withdraw values from
existing policies or contracts or relinquish policies or contracts
with the Company, or its subsidiaries, for the purpose of entering
into any non-Company transaction that will result in compensation,
directly or indirectly, to the General Agent.
3. RELATIONSHIP
(a) In performing the duties under this Agreement, the General Agent shall
act as an independent contractor and not as an employee of the
Company.
(b) The General Agent agrees to be governed in the performance of his,
her, or its duties by the terms and conditions of this Agreement, and
by the rules established by the Company. While an independent
contractor, the General Agent reserves the right to exercise
independent judgment in marketing the Company's policies, including
the choice of time, place, and manner of sale. No other provision of
this Agreement nor any rule of the Company shall be construed to
abridge this right or create the relationship of employer and employee
between the Company and the General Agent, or between any employee of
the General Agent and the Company.
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4. COMPENSATION
(a) Commissions, fees, or other compensation on premiums covering
insurance policies and annuity contracts produced by the General Agent
and issued by the Company during the continuance of this Agreement,
when and as said premiums become due and are actually paid in cash to
the Company, shall be paid to the General Agent in accordance with and
subject to all of the terms and conditions of this Agreement and the
commission schedules and any Supplement and/or Amendment attached
hereto, and as they may be changed from time to time. It is expressly
recognized and agreed that the Company may unilaterally amend, modify,
or change the commission schedules and the Supplement in any manner at
any time in the future provided, however, that any such amendments,
modifications, or changes in commissions, fees, or other compensation
shall apply only to policies or contracts issued by the Company after
the effective date of such change.
(b) In the event that this Agreement is terminated pursuant to subsection
(a) or (b) of section 12 of this Agreement, commissions are vested and
shall be paid for policy years 1 to 10 to the General Agent or the
executors, administrators, or assigns of the General Agent. In the
event that this Agreement is terminated pursuant to subsection (c) or
(d) of section 12 of this Agreement, no further commissions, fees, or
other compensation shall be paid.
(c) To the extent permitted by law, the Company may discharge its
obligation under this Agreement to pay commissions, fees, or other
compensation due after its termination, if the total amount of
commissions, fees, or other compensation paid to the General Agent
under this Agreement in any full calendar year beginning with the
second full calendar year after termination of this Agreement is less
than $600.00. In such case, no further commissions, fees, or other
compensation shall be paid to the General Agent.
5. COMMISSION AND FEE EXCEPTIONS
(a) Subject to all of the provisions of this Agreement, commissions or
fees on variable life insurance policies can only be paid or credited
to a General Agent who is a registered representative of an affiliate
of the Company or a registered representative of a broker/dealer who
has a sales agreement with an affiliate of the Company and holds any
required state licenses when a variable life insurance sale is made
and when each premium is paid.
(b) Commissions, fees, and other compensation on any policy or contract
for which rates and conditions are not specified in the applicable
commission schedules shall be as determined by the Company.
(c) No commissions, fees, or other compensation shall be paid to the
General Agent upon any premium, or portion thereof, payment of which
is waived in accordance with the provisions contained in the policy
because of the disability of the insured or applicant or the death of
the applicant.
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(d) If a policy issued under this Agreement replaces, in whole or in part,
a policy or contract previously issued by the Company, or its
subsidiaries, the Company shall have the right to determine what, if
any, commissions, fees, or other compensation shall be allowed.
(e) If a policy or contract is changed to a different kind or amount, or
if its date is changed, the Company shall have the right to determine
what, if any, commissions, fees, or other compensation shall be
allowed or recovered.
(f) Commissions, fees, or other compensation, if any, on the conversion of
any policy or contract or coverage shall be as determined by the
Company.
(g) Commissions, fees, or other compensation, if any, on policies issued
on a modified underwriting, guaranteed issue, salary savings basis,
for less than published minimum or where classification is other than
standard, shall be as determined by the Company.
(h) If the Company shall return all, or any portion, of any premiums on a
policy or contract paid for under this or any previous Agreements, for
any reason whatsoever, the Company shall have the right to deduct all
or part of the commissions, fees, or other compensation received by
the General Agent on such premiums from any commissions, fees, or
other compensation thereafter due and payable to the General Agent,
without limitation to any other rights of the Company, including the
right to demand immediate repayment from the General Agent. Any amount
remaining unpaid shall be an indebtedness to the Company.
6. INDEBTEDNESS
Any indebtedness due the Company from the General Agent shall be a first
lien on all commissions, fees, or other compensation payable to the General
Agent under this Agreement, until the amount of such indebtedness is fully
paid, without limitation to any other rights of the Company, both prior to
and after termination of this Agreement to recover such indebtedness.
This provision shall not be construed in any way to limit the amount of any
indebtedness of the General Agent to the value of the commissions, fees, or
other compensation payable under this Agreement. In addition to a deduction
from commissions, fees, or other compensation, the Company may take such
other actions to recover or collect such indebtedness as it deems
appropriate. To the extent the Company takes legal action to recover such
indebtedness, it may recover attorney's fees, costs and expenses from the
General Agent.
If the General Agent is a corporation, the officer of the corporation
personally signing this Agreement guarantees the performance of all of its
terms and conditions, and hereby assumes personal liability and
responsibility for any default in said terms and conditions, including
personal responsibility and liability for repayment of any and all
indebtedness owed the Company arising out of the terms of this Agreement
without the necessity of the Company first enforcing any default against
the corporate General Agent.
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7. ASSIGNMENT OF COMMISSIONS, FEES, OR OTHER COMPENSATION
This Agreement is not assignable unless authorized in writing by the
Company.
8. NON-WAIVER OF RIGHTS
Neither failure by the Company to exercise any of its rights under this
Agreement nor its failure to require the General Agent to meet his, her, or
its obligations hereunder shall be deemed to be a waiver of such right or
obligation and shall not in any way interfere with the ability of the
Company to exercise such right or require compliance with such obligation
either prior to or after termination of this Agreement.
9. ACCOUNTS AND RECORDS
The Company has a proprietary interest in any books, accounts, computer
and/or other records, documents, policy record cards, applications,
vouchers, letters, written correspondence with policyholders and the
Company, and all other items provided by the Company, and relating to or
connected with the business of the Company, or its subsidiaries, and such
accounts and records are the property of the Company. Upon termination of
this Agreement by either party, for any reason, the General Agent agrees to
return immediately to the Company all accounts and records as defined
above. The General Agent shall at all times, up to and including the return
of said accounts and records to the Company, preserve and protect the
confidentiality of such accounts, records, and other items. The General
Agent's breach of this confidentiality by releasing any information
contained in said accounts, records, and other items to other than the
client, the client's advisors, or persons specifically authorized by the
Company, shall be deemed a violation of this Agreement.
10. PRIOR AGREEMENTS
All previous or existing Personal Producing General Agent's Agreements, or
other Agent's Agreements whether oral or written, between the General Agent
and the Company, are hereby terminated.
11. CHANGE IN AGREEMENT
The Company reserves the right to unilaterally amend, modify, or change
this Agreement, including any of the applicable commission schedules or the
Supplement in any manner at any time in the future, provided, however, that
any amendment, modification, or change in commissions, fees, or other
compensation shall apply only to policies or contracts issued by the
Company after the effective date of such change.
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12. TERMINATION OF AGREEMENT
This Agreement shall terminate:
(a) At any time for any reason whatsoever, with or without cause, by
either the Company or the General Agent giving to the other party
written notice delivered in person or sent by ordinary mail to the
party's last known address.
(b) If the General Agent is an individual, immediately upon the death of
the General Agent.
(c) If the General Agent is a corporation, immediately upon the
dissolution or liquidation of the General Agent.
(d) Immediately and without written notice if the Company determines that
the General Agent has committed any fraudulent, dishonest, or illegal
act or had misappropriated or withheld funds, and the date of such
termination shall coincide with the date of the violation or act
giving rise to termination. After such termination, no further
commissions, fees, or other compensation shall be paid to the General
Agent.
13. PROHIBITED ACTIVITY
For one year after termination of this Agreement, the General Agent shall
not directly or indirectly advise, induce, or solicit any policyholder of
the Company, or its subsidiaries, to lapse, cancel, or replace any policy
or contract of the Company or borrow values from any policy or contract of
the Company to pay any premium on a policy of another company.
In the event the General Agent violates this provision, the General Agent
agrees that the Company may pursue all remedies, legal or equitable,
including injunction, to enforce compliance with this provision and the
General Agent shall be responsible for the payment of any legal fees.
Notwithstanding any other provisions in this Agreement, no further
commissions, fees, or other compensation shall be paid in the event the
General Agent violates this provision.
14. INDEMNIFICATION
General Agent agrees to indemnify and save harmless the Company against any
liability, loss, or damage which the Company may sustain or incur directly
or indirectly due to or arising out of any obligation, act, or transaction
created or done by the General Agent or any PGA or PPA in violation of, in
excess of, or in contravention of the power and authority of the General
Agent set forth and described in this Agreement. The General Agent shall be
liable for all legal liabilities including but not limited to fines,
penalties, and attorney's fees incurred due to the actions of the General
Agent or its PGAs or PPAs. The General Agent authorizes the Company,
without precluding the Company from exercising any other remedy it may
have, to charge against all commissions, fees, or other compensation due or
to become due to the General Agent under this Agreement any moneys paid or
liabilities incurred by the Company by reason of any such act or
transaction.
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15. ENTIRE AGREEMENT
This Agreement constitutes the entire Agreement between the parties and
supersedes all previous agreements entered into between the parties with
regard to the subject matter set forth herein.
16. MISCELLANEOUS
The term "Agreement" as used herein, refers to this Personal Producing
General Agent's Agreement, the commission schedules, and any
Supplement and/or Amendments.
17. SEVERABILITY
If any provision of the Agreement is found to be illegal or otherwise
unenforceable, the remainder of this Agreement shall not be affected and
shall remain fully enforceable.
18. ACKNOWLEDGEMENT
By executing this Agreement, the General Agent acknowledges that General
Agent has read it in its entirety and is in agreement with the terms and
conditions outlining the rights of the Company and the General Agent, under
this Agreement.
Provident Mutual Life Insurance
Company
By:
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Signature of General Agent
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Name of General Agent (Type or Print)
If General Agent is a Corporation:
By:
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Title:
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Corporate Name
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State of Incorporation
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PPGA
PROVIDENT MUTUAL LIFE INSURANCE COMPANY
SUPPLEMENT TO
PERSONAL PRODUCING
GENERAL AGENT'S AGREEMENT
This Supplement is attached and hereby incorporated into the Personal Producing
General Agent's Agreement, hereinafter called the Agreement, and is subject to
all of the terms and conditions contained in the Agreement.
This Supplement may be unilaterally amended, modified or changed by the Company
at any time in the future pursuant to section 11 of the Agreement.
1. COMMISSIONS ON INDIVIDUAL LIFE INSURANCE POLICIES AND ANNUITY CONTRACTS
Subject to all of the provisions of this Agreement, the Company will pay
the General Agent on premiums covering individual life insurance policies
and annuity contracts issued during the continuance of this Agreement, when
and as said premiums become due and are actually paid in cash to the
Company, first year commissions and renewal commissions for policies and
contracts produced by the General Agent at the rates set forth in the
commission schedule for policy years 1 to 10 inclusive.
Subject to all of the provisions of this Agreement, the Company will pay
the General Agent on premiums covering individual life insurance policies
and annuity contracts issued during the continuance of this Agreement, when
and as said premiums become due and are actually paid in cash to the
Company, first year commissions and renewal commissions for policy years 1
to 10 inclusive for policies and contracts produced by PGAs or PPAs under
the General Agent's supervision. For policies and contracts produced by a
PGA or a PPA under a PGA's supervision, the Company will pay the General
Agent the difference between the amount set forth in the PGA commission
schedule and the amount set forth in the commission schedule to this
Agreement. For policies and contracts produced by a PPA under the General
Agent's supervision, the Company will pay the General Agent the difference
between the amount set forth in the PPA commission schedule and the amount
set forth in the commission schedule to this Agreement.
2. FEES ON INDIVIDUAL LIFE INSURANCE POLICIES
Subject to all of the provisions of this Agreement, the Company will pay to
the General Agent on premiums covering individual life insurance policies
issued during the continuance of this Agreement, when and as said premiums
become due and are actually paid in cash to the Company, fees for policies
produced by the General Agent at the rates set forth in the commission
schedule for policy year 11 and subsequent policy years. Said fee payment
shall cease with the last payment preceding termination of the Agreement.
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3. ADDITIONAL COMMISSIONS
Subject to all of the provisions of this Agreement, an Additional
Commission will be calculated at the end of each calendar year for policies
issued during the continuance of this Agreement. The Company will determine
the Ratio of General Agent to General Agent, PGA and PPA Production by
dividing the first year annualized premium for variable life insurance
policies produced by the General Agent for the calendar year by the first
year annualized premium for variable life insurance policies produced by
the General Agent, PGAs and PPAs under the General Agent's supervision for
the calendar year. Based on the Ratio calculated, the Company will
determine the Additional Commission on variable life policies produced by
the General Agent, PGAs, and PPAs under the General Agent's supervision for
the calendar year at the rate set forth in the commission schedule.
The Additional Commission will be paid to the General Agent in February of
the following year. Notwithstanding any other provisions in the Agreement,
if this Agreement is terminated for any reason prior to the payment of the
Additional Commission, the Company shall have no obligation to pay the
Additional Commission.
4. EXPENSE ALLOWANCE PAYMENTS
The Expense Allowance Payments (EAP) are for expenses incurred on behalf of
the Company for the recruitment and supervision of PGAs and PPAs and the
acquisition of business acquired by the General Agent. EAP will be paid for
each month the Agreement is in effect for expenses which are permitted by
law and the rules of the Company.
The General Agent will not use EAP to effect compensation in excess of the
limits of Section 4228 of the New York Insurance Law for the sale of
insurance.
Subject to all of the provisions of this Agreement, the Company will pay to
the General Agent monthly on first year premiums covering variable life
insurance policies for the preceding month which were issued during the
continuance of this Agreement, EAP for such policies produced by the
General Agent, PGAs or PPAs under the General Agent's supervision at the
rates set forth in the commission schedule.
If the Company shall return the premium on any policy for any reason
whatsoever, the General Agent agrees to repay the Company the amount of EAP
received with respect to the premiums so returned and to the extent that
this is unpaid it shall create an indebtedness to the Company.
5. GENERAL PROVISIONS
The Company's determination shall be binding and final on all parties with
regard to the matters on which the calculations and bonuses are based,
including but not limited to: the date on which a commission is considered
to be paid or credited, commissions paid by the Company, the PGAs or PPAs
under the General Agent's supervision, and the PPAs under the PGA's
supervision.
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6. INDEBTEDNESS
In addition to the provisions in section 6 of the Agreement, the Company
may deduct from any commissions, fees or other compensation due the General
Agent under the Agreement any indebtedness which is now or may hereafter
become due from the General Agent to the Company or any of its
subsidiaries, whether arising under the Agreement or otherwise. The Company
may also deduct from any commissions, fees or other compensation due the
General Agent under the Agreement any indebtedness which is now or may
hereafter become due from any PGA or PPA under the General Agent's
supervision to the Company or any of its subsidiaries.
This provision shall not be construed to limit the amount of any
indebtedness to the value of commissions, fees or other compensation due
under the Agreement, nor shall it be construed to limit any other rights of
the Company or its subsidiaries to recover any indebtedness as described
above. If legal action is taken to recover such indebtedness, the Company
and/or its subsidiaries may recover attorney's fees, costs, and expenses
from the General Agent.
Provident Mutual Life Insurance
Company
Effective Date: January 1, 1997 By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Senior Vice President - PPGA
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PPGA
PROVIDENT MUTUAL LIFE INSURANCE COMPANY
OF PHILADELPHIA
ANNUALIZED ADVANCE COMMISSION PAYMENTS
AMENDMENT
This Amendment is attached and hereby incorporated into the Personal Producing
General Agent's Agreement, hereinafter called the Agreement, and is subject to
all of the terms and conditions contained in the Agreement. This Amendment is
for the purpose of authorizing certain annualized advance commission payments to
the Personal Producing General Agent, hereinafter called the General Agent, and
to set forth conditions and obligations for repayment. In its sole discretion,
the Company may permit annualized advance commission payments on certain
policies in designated circumstances. As to such advances, the terms are as
follows:
1. Upon payment of the first monthly premium under the Automatic Payment Plan,
quarterly premium, or semi-annual premium on a life insurance policy issued
by the Company pursuant to an application obtained by the General Agent,
the commission for the first full policy year will be determined and paid
to the General Agent by the Company. The amount of such payment shall be
the Annualized First Year Commission.
2. The maximum premiums to which this Agreement will apply are limited to
scheduled premiums no greater than: $2,000 for semi-annual premiums, $1,000
for quarterly premiums, or $330 for monthly premiums under the Automatic
Payment Plan. Policies with premiums greater than the above listed amounts
are not eligible for annualization.
3. Should the Insured die, or should the policy on which an Annualized First
Year Commission has been paid lapse or terminate for any reason whatsoever
before the premiums for the first full policy year are paid, that
percentage of the Annualized First Year Commission equal to the percentage
of the premiums for the first full policy year which were not paid shall be
deemed to be the unearned portion of the Annualized First Year Commission
which has been advanced to the General Agent by the
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Company, and which thereafter will constitute an indebtedness to the
Company without further demand by the Company.
4. General Agent hereby agrees to repay to the Company any unearned portion of
the Annualized First Year Commission, and hereby authorizes the Company to
deduct any unearned portion of the Annualized First Year Commission from
any commissions, fees, or other compensation payable by the Company to the
General Agent. This authorization to deduct amounts owed to the Company
shall not limit any other rights or remedies available to the Company to
recover such indebtedness, including any rights or remedies set forth in
the Agreement.
5. The Company reserves the right to alter, change, or make exceptions to this
Amendment at any time and for any reason without notice to the General
Agent, including but not limited to the right to exempt or withdraw
specific policies from the Amendment and the minimum and maximum premiums
to which the Amendment will apply. In addition to the termination
provisions set forth in the Agreement, the Company may terminate this
Amendment at any time and for any reason, with or without cause.
This Amendment will not become effective until it has been approved and signed
by the Company at its Home Office.
Approved at Home Office:
By:
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Signature of General Agent
Effective Date:
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Date
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