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afa-mcl apn draft 3-03.P65

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					                                                                                         Adams-Moore, LLC
                                                                                          1441 Heather Lane
                                                                                         Charlotte, NC 28209
                                                                                         Phone 704-522-9228
                                                                                           Fax 704-522-9118
                                                                                       www.adams-moore.com




                          CONTRACTING INSTRUCTIONS


NOTE: If commissions will not be paid to you individually please contact
      Nancy Crisp at 704-522-9228 ext. 18 for additional instructions.




PLEASE PROVIDE THE FOLLOWING WITH YOUR COMPLETED PAPERWORK


 ·   Resident License

 ·   E & O coverage declaration page

 ·   AML Certification – provide documentation of current anti-money laundering course
     unless the training was taken through LIMRA ~ please be sure to include the date
     where indicated on the application

 ·   Voided check copy for direct deposit




                Please return the fully completed paperwork to:
                   nancy@adams-moore or fax to 704-522-9118




 Variable and Fixed Annuities ♦ Indexed Annuities ♦ Immediate Annuities ♦ Life Insurance ♦ Impaired Risk Underwriting
          Long Term Care Insurance ♦ Disability Insurance ♦ Structured Settlements ♦ Wealth Transfer Concepts
                                                                                For Home Office Use Only
                                                                                APPROVED                             DISAPPROVED

                                                                                Date                        Signature

                              AGENT APPOINTMENT/LICENSING APPLICATION


                                                    PERSONAL INFORMATION
                                                                                                                             p Male       p Female
Name: Last                                      First                                   Middle                               p 1-12 Mos p 3-5 Yrs
                                                                                                                             p 1-3 Yrs p 5 Yrs & Over

Residence Address                               City                          State                                 Zip


Social Security Number                          Date of Birth                                              E-Mail

Telephone Numbers:

Business (       ) ______________________ Fax (                   ) __________________________ Home (                    )_________________________


 List your resident addresses for the past five years if not covered above:

Address                                                   City                          State                       Zip      How Long
                                                                                                                             p 1-12 Mos   p 3-5 Yrs
                                                                                                                             p 1-3 Yrs    p 5 Yrs & Over
                                                                                                                             p 1-12 Mos   p 3-5 Yrs
                                                                                                                             p 1-3 Yrs    p 5 Yrs & Over



                                                       BUSINESS INFORMATION

Business Name:

Business Address:



                    (This will be used as the mailing address unless otherwise indicated)
Are commissions to be paid to Agency/Corporation/Partnership? Yes p                         No p If Yes, give Tax ID #


Are you an officer of this Agency/Corporation? Yes p No p Is this entity incorporated? Yes p No p                   Please attach Agency License.


Do you have authority to sign on behalf of this Agency/Corporation/Partnership? Yes p No p


Please provide a copy of your E&O Policy Schedule Page reflecting your per claim, aggregate and DEDUCTIBLE amounts.

Do you have E&O insurance on yourself?           Yes p      No p


If “No”, are you covered under your firm’s policy?        Yes p      No p



                                                                 (Continued on reverse)
                                                                Business Background
                If the answer to any of these questions is YES, please refer to Guidelines For Business Background Section.
 1.   Have you EVER had any complaints made against you, been fined, refused a license, suspended or placed on
      probation, reprimanded, or entered into a consent order, or are you currently under investigation by any insurance
      department, the NASD, SEC, or any other regulatory authority?
 2.   Have you EVER filed bankruptcy under State or Federal Bankruptcy Law, had salary garnished or had any liens or
      judgments outstanding against you?
 3.   Have you EVER had any appointment or contract terminated by an insurance company or managing general agent
      for any alleged cause?
 4.   Other than a minor traffic violation, have you EVER been convicted of, pled guilty or “no contest” to, or served
      probation for, any offense including DUI, DWI or involvement with illegal substances?
 5.   ARE YOU A CITIZEN OF THE UNITED STATES?                                    If no, please provide country of Citizenship and a copy of
      VISA, passport or alien registration receipt card or other proof showing USCIS authorization to work in the U.S.


                                                            Employment History
List your occupation/employment for the past 5 years: (include periods of unemployment)
  Employer’s Name & Address                              From (Mo/Yr) To (Mo/Yr)                          Reason for Leaving




  Unemployment (City & State)                                                                    From (Mo/Yr) To (Mo/Yr)



                                                    Training/Industry Designations
Ethics: please describe your ethics training in the last five (5) years:

Please list any Professional or Industry Designations you currently hold or Professional Organizations of which you are a member:

Have you ever had any anti-money laundering training in the last 12 months?
p Yes, I hereby certify that within the last 12 months, I have taken an anti-money laundering training course approved for continuing
         education by the insurance regulators in my state of domicile or, sufficient to count toward my continuing education requirements
         under NASD rules. • Date Course Taken___________________________(Please attach a copy of the certificate of completion.)



p Yes, I hereby certify that I have taken an anti-money laundering training course. (Please attach a copy of the certification of completion)

p No, I have not taken any anti-money laundering training in the last 12 months.


NOTICE TO AGENT:
We must advise you that American Fidelity Assurance Company (AFA) strictly adheres to the Federal Violent Crime Control and Law
Enforcement Act and the IMSA Principles. As part of our normal appointment procedure, an investigative consumer report and/or a home
office report may be prepared on you. This report contains information obtained via personal interviews with your neighbors, friends, or
others with whom you are acquainted. These inquiries usually concern information on your character, general reputation, personal
characteristics, criminal background (if any) and mode of living. Upon your written request, we can provide you with additional information
as to the nature and scope of the report. By signing this application, you are representing that all the information recorded above is true and
correct to the best of your knowledge. Further, you are authorizing AFA to do any background investigation or prepare any report we deem
necessary to allow you to represent AFA. If you misrepresent any material fact recorded above, it will be cause for refusal or revocation of
the right to represent AFA and possible notification to any state regulatory authority.
      Signature of Agent                                                                                  Date

                                                             BD-1027 (APN) Life Div 07/07
                                                       Guidelines For Business Background Section

                      To properly underwrite your appointment application, it is imperative that you fully and honestly
                      disclose to AFA all of the details of your “Yes” answer(s). For each “Yes” answer(s), please provide
                      the information outlined below on a separate sheet of paper and attach it to your appointment/
                      licensing application. At the bottom of each attachment(s), please sign your name and date it.

                                           Question # 1: Regulatory Investigation

                                           l    investigating regulatory body
                                           l    date(s) of incident
                                           l    carrier or agency involved
                                           l    charge(s)
                                           l    final disposition of investigation (reprimand, consent order, fine*, suspension*, probation*)
                                                product and/or market
Keep for your file.




                                           l


                                           l    provide copies of all pertinent documents

                                                * provide amount of fine and/or length of suspension or probation, copies of documents

                                           Question # 2: Bankruptcy

                                           l    date(s)
                                           l    type (personal/business)
                                           l    Chapter (7, 11 or 13)
                                           l    jurisdiction (federal or state court/district)
                                           l    circumstances surrounding the bankruptcy, lien(s) or judgement(s)
                                           l    provide copies of petition, discharge order

                                           Question # 3: Appointment Termination

                                           l    date(s)
                                           l    reason for termination
                                           l    carrier or agency involved

                                           Question # 4: Criminal Offenses
                                           l    date(s)
                                           l    description of charge (misdemeanor, felony)
                                           l    final disposition (acquittal, pled to a lesser charge, fine**, conviction**, dismissal**)
                                           l    jurisdiction (federal, state or municipal court/district)

                                                ** provide amount of fine, time served, probation or suspension of sentence, copies of
                                                   court documents

                      CHECKLIST: (Items listed below MUST be submitted to properly process your appointment.)
                      p - Appointment Fee                                                              p - Two (2) Signed Agreements
                      p - Copy of Your License                                                         p - Signed Authorization for background investigation - M-2072 (FCRA) Rev 03/07
                      p - Copy of Agency License (If commissions are to be paid to                     p - Mail to: PO Box 25360, Oklahoma City, OK 73125 fax to 800-620-8974
                          Agency or Corporation.)                                                           OR e-mail to AGNT@af-group.com
                      p - Copy of your E & O Schedule of Benefits page
                                    Corporate Philosophy
American Fidelity Assurance Company (“AFA”) is, and always has been, 100% committed to high
standards of ethical conduct by all our distributors, because we believe in doing business the right
way. In our opinion, the certification process promoted by the Insurance Marketplace Standards
Association (“IMSA”) represents the right way to do business.
IMSA was founded by the American Council of Life Insurers to assure high standards of operation
among the life insurance companies and to improve market conduct through the continuing
improvement of compliance standards. As a result of poor market conduct activities among a few
companies, and increased litigation, the life insurance industry believes it is better to take proactive
action to improve our market conduct activities while we still can, before the federal government
decides that we are unable to regulate ourselves.

AFA became IMSA certified in June 1999. However, prior to certification, to demonstrate our
commitment to this worthwhile endeavor, on January 21, 1998, AFA adopted and implemented
as Corporate Policy, the IMSA Six Principles of Ethical Market Conduct, IMSA Code and
Twenty-Seven Statements of Policy based upon the Principles and Code.

In the same spirit of self-regulation, AFA’s interpretation of the insurance-related provisions of the
Federal Violent Crime Control and Law Enforcement Act of 1994, prevents AFA from appointing
any representative with a prior felony conviction. This Act applies not only to insurance carriers but
to TPA’s and individual brokers as well.

We believe our corporate philosophy will result in fewer customer complaints, improved customer
satisfaction, higher persistency because the business was sold properly, better company perception
by customers, fewer customer service problems and improved profitability.
         Authorization to Conduct Background Investigations
I hereby authorize and request any present or former employer, school, police
department, financial institution or other persons having personal knowledge about me,
to furnish bearer with any and all information in their possession regarding me, including
my driving records in connection with an applicant for employment or license.

I am willing that a photocopy of this authorization be accepted with the same authority
as the original, and I specifically waive any written authorized request. I understand this
authorization is to be part of the written employment application or agent appointment
application which I sign.

I have been given a stand alone, consumer notification that a report will be requested
and used for the purpose of evaluating me for employment, promotion, reassignment or
retention as an employee or for a license, required by law, to consider an applicant’s
financial responsibility.



Print
name___________________________Signature______________________________




Date of Birth________________________SSN________________________________
(For Identification purposes only)




Print former name_______________________________________________________
(Through Marriage or Other)




M-2072 (FCRA3)
REV 3/07
AGENT NOTIFICATION


American Fidelity Assurance Company discloses to you an investigative background
report is being obtained for the purpose of:

     evaluating you for employment, promotion, reassignment or retention as an
     employee or;

     determining your eligibility for a license that is required by law and to consider your
     financial responsibility.

This report may contain information bearing on your credit worthiness, credit standing,
credit capacity, character, general reputation, personal characteristics or mode of living
from public record sources or through personal interviews with your neighbors, friends
or associates. You may also have a right to request additional disclosures regarding
the nature and scope of the investigation.




This background report is being furnished by:

Business Information Group, Inc.
1105 Industrial Highway
Southampton PA 18966
800-260-1680




                                             1
                               Summary of Your Rights

                         Under the Fair Credit Reporting Act

The Fair Credit Reporting ACT (FCRA) is designed to promote accuracy, fairness, and
privacy of information in the files of every "Consumer Reporting Agency" (CRA). Most
CRAs are credit bureaus that gather and sell information about you - such as where you
work and live, if you pay your bills on time, and whether you have been sued, arrested,
or filed for bankruptcy - to creditors, employers, landlords and other businesses. The
FCRA gives you specific rights in dealing with CRAs, and requires them to provide you
with a summary of these rights as listed below. You can find the complete test of the
FCRA, 15 U.S.C. 1681 at the Federal Trade Commission's website (http://www.ftc.gov).

     You must be told if information in your file has been used against you.
     Anyone who uses information from a CRA to take action against you - must give
     you the name, address, and phone number of the CRA that provided the report.

     You can find out what is in your file. At your request, a CRA must give you the
     information in your file, and a list of everyone who has requested it recently. There
     is no charge for the report if a company/person has taken action against you
     because of information supplied by the CRA, if you request the report within 60
     days of receiving the notice of the action. You are also entitled to one free report
     every twelve (12) months upon request if you certify that (1) you are unemployed
     and plan to seek employment within 60 days, (2) you are on welfare, or (3) your
     report is inaccurate due to fraud. Otherwise, a CRA may charge you a fee of up to
     eight (8) dollars.

     You can dispute inaccurate information with the CRA. If you tell a CRA that
     your file contains inaccurate information, the CRA must reinvestigate the items
     (usually within 30 days) by presenting to its information source all relevant
     evidence you submit, unless your dispute is frivolous. The source must review
     your evidence and report its findings to the CRA. (The source also must advise
     national CRAs - to which it has provided the data - of any error.) The CRA must
     give you a written report of the investigation, and a copy of your report if the
     investigation results in any changes. If the CRA's investigation does not resolve
     the dispute, you may add a brief statement to your file. The CRA must normally
     include a summary of your statement in future reports. If an item is deleted or a
     dispute statement is filed, you may ask that anyone who has recently received your
     report be notified of the change.

                                            2
Inaccurate information must be corrected or deleted. A CRA must remove or
correct inaccurate or unverified information from its files, usually within 30 days
after you dispute it. However, the CRA is not required to remove data from
your file that is accurate unless it is outdated (as described below) or cannot
be verified. If your dispute results in any change to your report, the CRA cannot
reinsert into your file a disputed item unless the information source verifies its
accuracy and completeness. In addition, the CRA must give you a written notice
telling you it has reinserted the item. The notice must include the name, address
and phone number of the information source.

You can dispute inaccurate items with the source of the information. If you
tell anyone - such as a creditor who reports to a CRA - that you dispute an item,
they may not then report the information to a CRA without including a notice of
your dispute. In addition, once you have notified the source of the error in writing,
they may not continue to report the error.

Outdated information may not be reported. In most cases, a CRA may not
report negative information that is more than seven (7) years old; ten years for
bankruptcies.

Access to your file is limited. A CRA may provide information about you only to
those who have a need recognized by the FCRA - usually to consider an
application you have submitted to a creditor, insurer, employer, landlord, or other
business.

Your consent is required for reports that are provided to employers, or
reports containing medical information. A CRA may not report to your
employer, or prospective employer, about you without your written consent. A
CRA may not divulge medical information about you without your consent.

You may choose to exclude your name from CRA lists for unsolicited credit
and insurance offers. Creditors and insurers may use file information as the
basis for sending you unsolicited offers of credit or insurance. Such offers must
include a toll-free number for you to call if you want your name and address
removed from future lists. If you call, you must be kept off the lists for two years.
If you request, complete and return the CRA form provided for this purpose. You
must be taken off the list indefinitely.

You may seek damages from violators. You may sue a CRA or other party in
state or federal court for violations of the FCRA.




                                       3
The FCRA gives several different federal agencies authority to enforce its provisions.




      FOR QUESTIONS OR CONCERNS
              REGARDING                                                 PLEASE CONTACT

                                                         Federal Trade Commission
CRA's creditors and others not listed below              Consumer Response Center - FCRA
                                                         Washington, DC 20580
                                                         Phone: 202-326-3761
National banks, federal branches/agencies of             Office of the Comptroller of the Currency
foreign banks (word "National" or initials "N.A."        Compliance Management, Mail Stop 6-6
appear in or after bank's name)                          Washington, DC 20219
                                                         Phone: 800-613-7643
Federal Reserve System member banks (except              Federal Reserve Board
national banks, and federal branches/agencies of         Division of Consumer & Community Affairs
foreign banks)                                           Washington, DC 20551
                                                         Phone: 202-452-3693
Savings associations and federally chartered             Office of Thrift Supervision
savings banks (word "Federal" or initials "F.S.B."       Consumer Programs
appear in federal institution's name)                    Washington, DC 20552
                                                         Phone: 800-842-6929
                                                         National Credit Union Administration
Federal credit unions (words "Federal Credit             1775 Duke Street
Union" appear in institution's name)                     Alexandria, VA 22314
                                                         Phone: 703-518-6360
                                                         Federal Deposit Insurance Corporation
State chartered banks that are not members of the        Division of Compliance & Consumer Affairs
Federal Reserve System                                   Washington, DC 20429
                                                         Phone: 800-934-FDIC
Air, surface, or rail common carriers regulated by       Department of Transportation
former Civil Aeronautics Board of Interstate             Office of Financial Management
Commerce Commission.                                     Washington, DC 20590
                                                         Phone: 202-366-1306
                                                         Department of Agriculture
Activities subject to the Packers and Stockyards         Office of Deputy Administrator - GIPSA
Act, 1921                                                Washington, DC 20250
                                                         Phone: 202-720-7051




                                                     4
The information on this page applies only to residents of the State of California who are
obtaining information from the Consumer Reporting Agency that was utilized to perform the
background investigation obtained by American Fidelity.

           Cal Civ Code § 1786.22. Time and manner of supplying information

(a) An investigative consumer reporting agency shall supply files and information required
under Section 1786.10 during normal business hours and on reasonable notice.

(b) Files maintained on a consumer shall be made available for the consumer's visual inspection,
as follows:

(1) In person, if he appears in person and furnishes proper identification. A copy of his file shall
also be available to the consumer for a fee not to exceed the actual costs of duplication services
provided.

(2) By certified mail, if he makes a written request, with proper identification, for copies to be
sent to a specified addressee. Investigative consumer reporting agencies complying with
requests for certified mailings under this section shall not be liable for disclosures to third parties
caused by mishandling of mail after such mailings leave the investigative consumer reporting
agencies.

(3) A summary of all information contained in files on a consumer and required to be provided
by Section 1786.10 shall be provided by telephone, if the consumer has made a written request,
with proper identification for telephone disclosure, and the toll charge, if any, for the telephone
call is prepaid by or charged directly to the consumer.

(c) The term "proper identification" as used in subdivision (b) shall mean that information
generally deemed sufficient to identify a person. Such information includes documents such as a
valid driver's license, social security account number, military identification card, and credit
cards. Only if the consumer is unable to reasonably identify himself with the information
described above, may an investigative consumer reporting agency require additional information
concerning the consumer's employment and personal or family history in order to verify his
identity.

(d) The investigative consumer reporting agency shall provide trained personnel to explain to the
consumer any information furnished him pursuant to Section 1786.10.

(e) The investigative consumer reporting agency shall provide a written explanation of any
coded information contained in files maintained on a consumer. This written explanation shall
be distributed whenever a file is provided to a consumer for visual inspection as required under
Section 1786.22.

(f) The consumer shall be permitted to be accompanied by one other person of his choosing, who
shall furnish reasonable identification. An investigative consumer reporting agency may require
the consumer to furnish a written statement granting permission to the consumer reporting
agency to discuss the consumer's file in such person's presence.
         AMERICAN FIDELITY ASSURANCE COMPANY
                            AFAmeriLife Division
  PO Box 268923, Oklahoma City, OK 73126-8923, (405) 524-8444, (800) 735-9701



DIRECT DEPOSIT FORM FOR AGENT COMMISSIONS

Please complete the following information, tape a void check in the space provided, sign
and date the form and return this agreement to us. Your name and address must be
pre-printed on the void check and must match the name in which commission
checks are currently being made payable to. We will continue to mail your
commission statement to you.

Please remember, commission checks are only generated if the month-end amount is
greater than $50.00. This will remain the same for direct deposit amounts.

Agent Name: ______________________________ Agent #: ______________________

Name of Bank: ____________________________ Account #: _____________________

Circle one:                  Checking                          Savings

Please tape a void check (or copy of void check) here:




I hereby authorize American Fidelity Assurance Company to deposit my commissions
into the above named bank account:

Signed: ______________________________ Date: ___________________

Please return this form to: American Fidelity Assurance Company, Attention
Commission Accounting, P O Box 268923, Oklahoma City, OK 73126-8923
                                                             AFAmeriLife® Division
                                                       Producer Agreement
This Agreement is made and entered into on this ______ day of _____________________, ________, by and
between American Fidelity Assurance Company, an Oklahoma corporation (hereinafter referred to as “Company”) and
__________________________________________, an individual, partnership, limited liability company, or corporation
(hereinafter referred to as “Producer”). (PLEASE PRINT)

SECTION I                                                                 Contract. You are authorized, subject to the Company’s rules and
                                                                          regulations, to solicit applications for Insurance Products of the
DEFINITIONS                                                               Company listed in the Compensation Schedule(s) attached hereto
In this Contract: “You” or “Your” refers to You, the Company’s            and identified as Exhibit A or additional exhibits only in those
Producer, Agent, Agency or Broker; “We”, “Our” or “Us” refers             states or jurisdictions in which You are licensed. You do not have
to the Company; and “Insurance Products” refers to the insurance          an exclusive right to sell any particular Insurance Product of the
policies, riders, plans or contracts offered by the Company. Sub-         Company in any particular territory nor do You have the right to
Producers refers to any agent under You directly or indirectly            knowingly solicit business from any group, trade or education
affecting the commissions under this Contract.                            associations which have previously endorsed the Company
                                                                          without the Company’s prior written authorization. You shall be
SECTION II                                                                responsible for obtaining and maintaining the necessary licenses
                                                                          and appointments to sell the Company’s products in the states in
EFFECTIVE DATE                                                            which You operate, whether resident or non-resident. Subject to
2.01 INITIAL EFFECTIVE DATE.                                              the advance written approval of the Company, You are authorized
This Contract is effective on the later of the day of                     to recruit and sponsor to the Company applications to appoint
____________________________, __________, or the first                     other licensed Sub-Producers. The Company reserves the right
day You are properly licensed, appointed or approved to sell the          to refuse to accept business from any of Your Sub-Producers
Company’s Insurance Products.                                             and to refuse to contract with any proposed Sub-Producers or to
                                                                          terminate with or without cause any Sub-Producers contract and
2.02 DELAYED EFFECTIVE DATE.                                              can do so without terminating or violating Your Contract.
With respect to business in any state where You are not properly
licensed, appointed or approved to sell the Company’s Insurance           You are responsible for assuring that any Sub-Producers reporting
Products, this Contract will not take effect until You are properly       business through You become fully informed as to the provisions
licensed, appointed or approved to do so.                                 and benefits of each Insurance Product offered by the Company
                                                                          for which Sub-Producers solicit applications. You further agree
SECTION III                                                               to represent such policies adequately and fairly to prospective
                                                                          purchasers and act in compliance with the Company’s policies
YOUR TERRITORY                                                            and procedures.
3.01 APPOINTMENT.
You are hereby appointed as a non-exclusive Producer, Agent,              When a Sub-Producer’s appointment or license is terminated,
Agency or Broker for the Company.                                         this will be treated as his/her termination of employment with
                                                                          You. The Company will be free, at its choosing, to enter into a
3.02 EXCEPTED PRODUCTS.                                                   new contract with any terminated Sub-Producer without violating
Certain Insurance Products offered by the Company from                    Your Contract.
time to time may be marketed only through other persons or
organizations. These Insurance Products will not be available             4.02 INDEPENDENT.
to You and You will not receive any commissions or other rights           You are an independent contractor. Nothing contained in this
under these Insurance Products.                                           Contract or in the rules and regulations of the Company shall be
                                                                          constructed to create the relationship of employer and employee
In addition, by Your signature below, You acknowledge that the            between You and the Company. You shall be free to exercise Your
Company does not offer and shall not accept Earned Income                 own judgment as to the persons from whom You shall solicit
Credit (“EIC”) business.                                                  applications for the Insurance Products of the Company listed
                                                                          in Your Compensation Schedule and the time, place and manner
                                                                          of solicitation. However, the Company may, from time to time,
SECTION IV                                                                prescribe rules and regulations respecting the conduct of Your
YOUR AUTHORITY                                                            business, but not interfering with Your freedom of action.

4.01 GENERAL AUTHORITY.                                                   Further, You will not be treated as an employee for purposes of
You have the authority, responsibility and rights stated in this          the Federal Insurance Contribution Act, the Social Security Act,
                                                                      1
the Federal Unemployment Tax Act or income tax withholding.             Bliley Act and related federal and state laws regarding the
The filing and payment of self-employment and income taxes               privacy of the individual, non-public personal information of
with the Federal and appropriate state government(s) are Your           Our insureds. Based on the foregoing, You agree and warrant
sole responsibility. You agree to comply with the requirements          that You are aware of the requirements of the Gramm-Leach-
of the Federal and appropriate state government(s) with respect         Bliley Act, and related federal and state laws, regulations, rules
to the filing and payment of self-employment and income taxes            and requirements, and agree that You shall: 1) comply with all
on any remuneration from the Company.                                   such federal and state laws, rules, regulations and requirements
                                                                        in the performance of Your obligations and duties as a Producer
You are solely responsible for the compensation of Your Sub-            for the Company; and 2) restrict Your use of the non-public
Producers and persons in Your employ, including compensation            personal, medical and/or financial information that You obtain,
on business issued before termination of employment. You                collect, receive or otherwise access on behalf of the Company
agree to indemnify and hold the Company harmless from any               pertaining to Our insureds solely for the purpose of performing
loss, costs, liabilities, or damages which may be incurred by           the services and obligations in Your capacity as a Producer
the Company as a result of Your failure to properly compensate          for the Company; and 3) take all reasonable steps to protect
Your Sub-Producers, employees and other representatives not             the non-public personal, medical, and/or financial information
otherwise referenced in this Contract.                                  pertaining to the Company’s insureds, to the extent You acquire
                                                                        and possess such information.
4.03 RESERVATION OF RIGHTS.                                             You further agree that You will not: 1) sell, share, trade or disclose
The Company, without specifying the cause, reserves the right to:
                                                                        any non-public personal, medical and/or financial information
a) discontinue writing, and/or b) withdraw, substitute, change or
                                                                        pertaining to any individual insured of the Company, who may
alter any of the Company’s Insurance Products or premium rates
                                                                        seek to obtain or who has previously obtained any Insurance
used by the Company, and/or c) withdraw from doing business
                                                                        Products or services under this Contract for personal, family, or
within Your designated territory, if any, and/or d) discontinue
                                                                        household purposes, to any individual or entity, including Your
Your marketing of any of the Insurance Products listed in Your
                                                                        affiliates, employees, agents and representatives, except those
Compensation Schedule(s). The exercise of these rights will be
                                                                        having a need to know or access such information to allow You to
effective immediately upon notice to You by the Company.
                                                                        perform Your duties and obligations required under this Contract
                                                                        on behalf of the Company in Your capacity as a Producer for
4.04 SPECIFIC LIMITATIONS.                                              the Company; and/or 2) take any actions that will cause the
You are not authorized by or on behalf of the Company to:               Company to be in violation of any federal or state privacy laws
    a. Incur any debt or obligation on behalf of the                    and regulations.
         Company; or,
    b. Make, alter or discharge any contract or policy; or,             Accordingly, You agree to hold harmless and indemnify the
    c. Waive any forfeiture; or,                                        Company from any claims, loss, costs, damages, fines or
    d. Waive payment in cash; or,                                       liabilities of any kind which may result from Your disclosure or
    e. Extend the time for payment of any premium or                    any other non-permitted use of any non-public personal, medical
         accept payment of any past due premium; or,                    and/or financial information pertaining to Our individual insureds
    f. Extend the days of grace of any policy; or,                      in contravention of this Contract and all applicable state and
    g. Waive or approve evidence of good health of                      federal privacy laws and regulations. You further understand and
         insurability; or,                                              agree that if the Company is aggrieved by Your breach of the
    h. Receive any money due or to become due to the                    provisions of this paragraph 4.05 and/or the requirements of any
         Company, except the first premium or first                       federal and state privacy laws and regulations, the Company shall
         installment of premium on applications obtained                be entitled to immediate injunctive relief, any other remedies
         by or through You; or,                                         afforded by law and the Company may immediately terminate
    i. Represent the Company in any manner, except as                   this Contract pursuant to Section VIII, paragraph 8.01.
         permitted by this Contract.

If You do any of the above unauthorized acts, the Company
                                                                        4.06 PROTECTION OF INDIVIDUALLY
may terminate this Contract and declare Your conduct to be                   IDENTIFIABLE HEALTH
fraud or wrongdoing in violation of Section VI, paragraph
6.07. The Company may also seek any other remedy it deems
                                                                             INFORMATION.
                                                                        As a Producer appointed by the Company, You acknowledge
appropriate.
                                                                        and agree that You will comply with the requirements of the
                                                                        Health Insurance Portability and Accountability Act of 1996, and
4.05 PROTECTION OF INDIVIDUAL                                           any other applicable law regarding the Privacy of Individually
                                                                        Identifiable Health Information of Our insureds for any of the
     PRIVACY/CONFIDENTIALITY                                            Company’s Insurance Products that are covered by the Health
     REQUIREMENTS.                                                      Insurance Portability and Accountability Act of 1996, and any
As a Producer appointed by the Company, You are obligated to            other applicable law regarding the Privacy of Individually
comply with the requirements of the Federal Gramm-Leach-                Identifiable Health Information.
                                                                    2
(a) Definitions:                                                      (4) You agree to report to the Company any use or
When used in this Contract as defined terms, the following terms          disclosure of the Protected information not
shall have the meanings set forth below:                                 provided for by this Contract of which You
                                                                         become aware; and
    “Privacy Rule” for the purpose of this Contract shall mean       (5) You agree to ensure that any Producers or
    the Standards for Privacy of Individually Identifiable               subcontractors, including Sub-Producers, to
    Health Information at 45 CFR Part 160 and Part 164, Subparts         whom You provide, with the Company’s prior
    A and E.                                                             written approval, Protected Information received
                                                                         from, or created or received by You on behalf
    “Protected Information” for the purpose of this Contract shall       of the Company agree to the same restrictions
    mean any information about the Company’s insureds,                   and conditions that apply through this Contract
    enrollees or subscribers or about individuals who apply              to You with respect to such information; and
    for coverage with the Company, regardless of whether the         (6) You agree at the request of the Company to provide
    information is individually identifiable.                             the Company access to Protected Information in the
                                                                         format requested by the individual, unless the
    “Secretary” for the purpose of this Contract shall mean the          Protected Information is not readily producible
    Secretary of the Department of Health and Human Services             in such format, in which case it shall be
    or his designee.                                                     produced in a readable hard copy format; and
                                                                     (7) You agree to make any amendment(s) to
    “HIPAA Rules” for the purpose of this Contract shall mean            Protected Information that the Company directs
    the collective privacy, transaction and security regulations         in accordance with 45 CFR 164.526 for as long
    promulgated pursuant to the Health Insurance Portability             as the Protected Information is in Your possession
    and Accountability Act, as codified at 45 CFR parts 160,               or und e r Your re a s ona ble control; and
    162, and 164.                                                    (8) You agree to make internal practices, books, and
                                                                         records, including policies and procedures and
    “Individual” for the purpose of this Contract shall have the         Protected Information, relating to the use and
    same meaning as the term “individual” in 45 CFR § 160.103            disclosure of Protected Information received from
    and shall include persons who qualify as a personal                  the Company, or created or received by You on behalf
    representative in accordance with 45 CFR § 164.502 (g). In           of the Company available to the Secretary or other
    general, an Individual is the person who is the subject of           regulatory officials as directed by the Company,
    Protected Health Information.                                        in a time or in a time and manner designated
                                                                         by the Secretary or other regulatory official, for
    “Security Standards” for the purpose of this Contract shall
                                                                         purposes of the Secretary or other regulatory
    mean the Security Standards set forth at 45 CFR parts 160,
                                                                         official determining the Company’s compliance
    162, and 164, to be effective no later than April 20, 2005,
                                                                         with the Privacy Rule or other applicable law; and
    as they exist now or as they may be amended.
                                                                     (9) You agree to document such disclosures of
                                                                         Protected Information and information related
    “Transaction Standards” for the purpose of this Contract
                                                                         to such disclosures as would be required for
    shall mean the Standards for Electronic Transactions set
                                                                         the Company to respond to a request by an
    forth at 45 CFR, parts 160 and 162, as they exist now or as
                                                                         individual for an accounting of disclosures of
    they may be amended.
                                                                          Protected Information and provide this
    “HHS” for the purpose of this Contract shall mean the                information to the Company as it may request
    Department of Health and Human Services.                             from time to time.
                                                                     (10) If You conduct any HIPAA Standard Transaction
Terms used, but not otherwise defined, in this paragraph 4.06             for or on behalf of the Company, You shall
shall have the meaning as those terms in the Privacy Rule.               comply, and shall require any subcontractor
                                                                         or subagent conducting such HIPAA Standard
(b) Obligations and Activities of Producer :                             Transaction(s) to comply, with each applicable
        (1) You agree to not use or disclose Protected                   requirement of Title 45, Part 162 of the Code of
             Information other than as permitted or required             Federal Regulations. You shall not enter into,
             by this Contract or as required by law; and                 or permit Your subcontractors or subagents
        (2) You agree to use appropriate safeguards to                   to enter into, any agreement in connection
             prevent use or disclosure of the Protected                  with the conduct of Standard Transactions
             Information other than as provided for                      for or on behalf of the Company that:
             by this Contract; and                                       i. changes any definition, Health Information
        (3) You agree to mitigate, to the extent practicable,                 condition, or use of a Health Information
             any harmful effect that is known to You of a use or              element or segment as described in the HHS
             disclosure of Protected Information by You in                    Transaction Standard Regulation (45 CFR §
             violation of the requirements of this Contract;                  162.915 (a)); or
             and                                                         ii. adds any Health Information elements or
                                                                 3
                      segments to the maximum defined Health                                               cure the breach and end the violation
                      Information Set as described in the HHS                                              within the time specified by the Company;
                      Transaction Standard Regulation (45 CFR §                                            or,
                      162.915 (b)); or                                                                ii. Immediately terminate this Contract
                 iii. uses any code or Health Information                                                  if You have breached a material term
                      elements that are either marked “not used”                                           of this Contract and cure is not
                      i n t h e H H S Tr a n s a c t i o n S t a n d a r d ’s                              possible; or,
                      implementation specifications or are not                                        iii. If neither termination nor cure is
                      i n t h e H H S Tr a n s a c t i o n S t a n d a r d ’s                              feasible, the Company shall report the
                      implementation specifications (45 CFR §                                              v i o l a t i o n t o t h e S e c r e t a r y.
                      162.915 (c)); or                                                       (3) Effect of Termination.
                 iv. changes the meaning or intent of any of the                                      i. Except as provided in paragraph 4.06
                      HHS Transaction Standard’s implementation                                            (e)(3)(ii), upon termination of this
                      specifications (45 CFR § 162.915 (d)).                                               Contract, for any reason, You shall
          (11) To the extent You create, receive, maintain,                                                return or destroy all Protected
                 or transmit electronic protected health                                                   Information received from the Company, or
                 information (“PHI”), no later than April 20,                                              created or received by You on behalf of
                 2005, You shall:                                                                          the Company. This provision shall apply to
                 i. implement administrative, physical and technical                                       Protected Information that is in the
                      safeguards that reasonably and appropriately                                         possession of Your Producers or
                      protect the confidentiality, integrity, and                                          subcontractors, including Sub-
                      availability of the electronic PHI that You                                          Producers. You shall retain no copies
                      create, receive, maintain or transmit on behalf                                      of the Protected Information.
                      of the the Company as required by the Security                                  ii. In the event that You determine that
                      Standards.                                                                           returning or destroying the Protected
                 ii. Ensure that any agent, including a subcontractor,                                     Information is infeasible, You shall
                      to whom You provide electronic PHI agrees                                            provide to the Company notification of the
                      to implement reasonable and appropriate                                              conditions that make return or
                      safeguards to protect the PHI.                                                       destruction infeasible. Upon the Company’s
                 iii. Promptly report to the the Company any Security                                      satisfaction that return or destruction of
                      Incident, as determined by You, involving                                            Protected Information is infeasible, You
                      P H I o f w h i c h Yo u b e c o m e a w a r e .                                     shall extend the protections of this
(c) P e r m i t t e d U s e s a n d D i s c l o s u r e s b y P r o d u c e r.                             Contract to such Protected Information
     Except as otherwise limited in this Contract, You may                                                 and limit further uses and disclosures
     use or disclose Protected Information solely for the                                                  of such Protected Information to
     purpose of performing Your obligations and duties                                                     those purposes that make the return or
     as a Producer for the the Company, provided that such use                                             destruction infeasible, for so long as
     or disclosure would not violate the Privacy Rule                                                      Yo u m a i n t a i n s u c h P r o t e c t e d
     or any other applicable law if done by the Company or                                                 Information.
     the minimum necessary policies and procedures of                                (f) Miscellaneous.
     the Company.                                                                            (1) Regulatory References. A reference in this
(d) Further Restrictions on Use and Disclosure by                                                Contract to a section in the Privacy Rule
     Producer. You shall limit the use and disclosure                                            means the section as in effect or as amended.
     of Protected Information as the Company may                                             (2) Amendment. The parties agree to take such
     instruct to comply with the Company’s obligations                                           action as is necessary to amend this Contract
     under the Privacy Rule and any other applicable                                             from time to time as is necessary for the
     law.                                                                                        Company to comply with the requirements
 (e) Term and Termination.                                                                       of the Privacy Rule and the Health Insurance
          (1) Term. The Term of this Contract shall be                                           Portability and Accountability Act of 1996,
                 effective as of the date listed in paragraph 2.01 or                            and any other applicable law.
                 paragraph 2.02, whichever is applicable, of this                            (3) Survival. The respective rights and obligations
                 Contract and shall terminate as provided in                                     of Producer under the Privacy of Individually
                 paragraph 8.01 of this Contract or for cause as set                             Identifiable Health Information paragraph
                 forth in paragraph 4.06(e)(2) of this Contract.                                 shall survive the termination of this Contract.
          (2) Termination for Cause. Upon company’s                                          (4) Interpretation. Any ambiguity in this Contract shall
                 knowledge of a material breach by You,                                          be resolved to permit the Company to comply
                 the Company may, at its discretion, either:                                     with the Privacy Rule and any other applicable law.
                      i. Provide an opportunity for You to cure
                           the breach and end the violation or
                           terminate this Contract if You do not
                                                                                 4
SECTION V                                                                   any administrative, regulatory, legal or disciplinary proceedings
                                                                            against You or any of Your Sub-Producers relating to any license
YOUR DUTIES                                                                 issued to You or any of Your Sub-Producers as pertaining to any
5.01 SOLICIT INSURANCE.                                                     of Your duties under this Contract.
You shall actively solicit applications for the Company’s
Insurance Products for approval or disapproval by the Company,              5.05 COLLECTION OF FUNDS.
collecting initial premiums in exchange for the official receipts            All premium payments by insureds or proposed insureds shall
furnished by the Company. All applications shall be dated in                be by check or cashiers check payable to the Company. Neither
the presence of the applicant with the date the application was             You nor Your Sub-Producers are authorized to collect any check
signed . You will mail or deliver the application, as well as the           or cashiers check payable to You or Your Sub-Producers for
entire gross premium collected, to the Company within fifteen                premiums due to the Company. All initial premium collections
(15) working days after the application is signed by the applicant.         made by You or Your Sub-Producers shall be kept entirely
Premiums paid by the policyowner after the initial premium shall            separate and distinct from any other funds in Your possession,
be payable directly to the Company. You will be responsible to              and You shall forward all such funds to the Company within
the Company for all monies and securities collected by You and              fifteen (15) working days. In no case shall You make any use of
such funds will be promptly remitted to the Company. If the first            these funds. Should You withhold any funds, policies, receipts
year’s premium is payable in installments, You will collect only            or other property belonging to the Company or to any applicant
the first installment thereof.                                               for insurance, this Contract shall be immediately terminable
                                                                            by the Company; and upon such termination, all first year
5.02 ALABAMA RELATED SALES.                                                 and renewable commissions and any other claims whatsoever
For each sale of the Company’s Insurance Products to                        accruing hereunder to You shall be forfeited in accordance with
policyholders in the State of Alabama (regardless whether the               Section VI, paragraph 6.07.
application is physically taken in Alabama), You are required to:
     a. secure approval (signature) on the Company’s                        5.06 AVAILABLE PRODUCTS.
         Arbitration form from all individual insurance policy              The solicitation of applications for the Company’s Insurance
         applicants; and                                                    Products shall be restricted to the Insurance Products named
     b. submit the signed Arbitration form to the Company                   in the Compensation Schedule(s) attached hereto and such
         with the signed Acknowledgment form and                            other Insurance Products as may subsequently be added to the
         completed application.                                             Compensation Schedule(s).

Alabama resident applicants must elect arbitration to be
considered an acceptable risk to the Company for all Insurance              5.07 PRODUCT DELIVERY.
Products sold in that state.                                                You and Your Sub-Producers shall promptly deliver all issued
                                                                            policies and contracts in accordance with the Company’s rules.

5.03 OBSERVATION OF COMPANY
                                                                            5.08 RETURN OF PREMIUM.
     RULES, ETC.                                                            If no policy or contract is issued on an application, then the whole
You are responsible for Your actions and the actions of Your Sub-           amount of all monies collected by You and Your Sub-Producers
Producers. You and Your Sub-Producers and other employees                   shall be returned to the applicant by the Company. If the Company
will observe and familiarize Yourselves with the submission and             finds it necessary, for any reason, to cancel a policy or contract
underwriting guidelines and rules and regulations of the Company,           and return premium on said policy You shall repay the Company,
as they may exist from time to time. The rules and regulations of the       on demand, the amount of any commissions received on premium
Company are hereby incorporated into this Contract by reference.            charges returned, even if You have paid the commissions to Your
You agree to follow any special instructions as may, from time to           Sub-Producers.
time, be given to You by an officer, actuary, attorney or underwriter
of the Company; and You will also comply with all laws of the
states in which You are licensed. Notice to the Producer’s Principal        5.09 FUTURE SERVICES.
shall be deemed to constitute notice to the Sub-Producer. You               As part of Your duties, You shall assist in the maintenance and
agree not to cause: a) any Producer appointed with Us or any                renewal of all policies and contracts issued by the Company and
representative of the Company to sever ties or relationship with            perform such other duties as may be requested by the Company.
the Company, or b) any policyowner or certificateholder to cancel            Failure to do so may result in forfeiture of future commissions.
his or her policy or certificate. You agree not to solicit or replace
any business submitted by You whether or not You are appointed
and/or contracted or terminated. You agree not to compete with              5.10 RECORD RETENTION.
Us in any group containing any of Our policyholders.                        You agree to keep full and complete records of all transactions
                                                                            pertaining to any business submitted and accepted under this
                                                                            Contract and any and all other records that may be required by
5.04 REPORT LICENSURE ACTIONS                                               any governmental entity or regulatory agency in connection with
     OR PROCEEDINGS.                                                        Your relationship with the Company, its insureds and the public.
You shall promptly notify the Company of the institution of                 You shall preserve all books and records for a period of not less
                                                                        5
than five (5) years, the first two (2) years of which shall be in          Sub-Producers. You shall have no claim for commissions except
an easily accessible place at Your principal place of business.          as herein provided and shall not be entitled to reimbursement
Thereafter, such records may be warehoused or stored, subject            for any expenses unless the incurring of such expenses was
to availability to the Company and to any Commissioner of                authorized in writing in advance by the Company.
Insurance within five (5) days of a request thereof.
                                                                         The Company has no obligation to You and Your Sub-Producers
                                                                         for commissions, compensation, expense allowance or any other
5.11 ADDITIONAL AGENCY DUTIES.                                           form of compensation in connection with the services performed
The additional provisions set forth below will apply to this
                                                                         and expenses incurred by Your Sub-Producers. You acknowledge
Contract if You are a corporation, limited liability company,
                                                                         and agree that Your Sub-Producers shall look solely to You for
partnership or any entity other than an individual:
                                                                         the payment of commissions or other compensation hereunder.
                                                                         Compensation shall only be paid to Your Sub-Producers as long
You shall designate one or more individuals to deal with Us
                                                                         as You and Your Sub-Producers maintain an insurance producers
on Your behalf. Such designation must be made by Your board
                                                                         license, and are appointed in the states in which You and Your
of directors if You are a corporation; by any member if You
                                                                         Sub-Producers are required to maintain such license.
are a limited liability corporation; or by any general partner if
You are a partnership. In the absence of a designation, We may
                                                                         The commissions and any other compensation provided in this
(but are not obligated to) deal with Your president or any vice
                                                                         Contract will be compensation in full for all services performed
president (if You are a corporation); any member (if You are a
                                                                         and all expenses incurred by You. You will pay to Us on demand
limited liability corporation); or any general partner (if You are
                                                                         any compensation paid to or retained by You to which You are not
a partnership). You agree to inform Us of any changes in Your
                                                                         entitled under the terms of this Contract. In case of any provision
legal structure, and of any changes in Your officers, members
                                                                         requiring a refund of commissions or other compensation, We
or partners. You also agree to inform Us of any transfer of Your
                                                                         may, at Our election, debit Your account for the amount of the
stock, membership or partnership interests. Upon receipt of such
                                                                         refund without demand or notice, or may demand the refund, or
information, We may elect to terminate this Contract upon five
                                                                         both, but debiting Your account in such manner will not relieve
(5) days written notice to You.
                                                                         You of Your obligation to make the refund. While You are an
                                                                         active Producer, should Your commission earned under this
5.12 GOOD FAITH.                                                         Contract fall below $300.00 for any single contract year, the
You agree to perform all of Your duties under this Contract in           Company shall retain the right to automatically terminate this
utmost good faith.                                                       Contract pursuant to Section VIII, paragraph 8.01.

SECTION VI                                                               6.02 COMMISSIONS FOR PRODUCER
COMPENSATION                                                                  OF RECORD.
                                                                         A policyholder may request a Producer of Record change. The
                                                                         Company, in its sole discretion and judgment, will settle any
6.01 COMMISSIONS.                                                        dispute regarding Producer of Record designation status. The
While this Contract is in force, You will be paid commissions            Company will allow the current Producer of Record thirty (30)
based on the amount of premiums received in cash by the                  days to secure written proof from the policyholder or employer
Company on policies and contracts issued from applications               that the policyholder or employer does not wish to change
for insurance solicited by You and/or Your Sub-Producers,                its designated Producer of Record before a final decision is
provided (1) Your name appears on the application as Producer,           made. Removal as Producer of Record, in and of itself, will not
or (2) the name of any of Your Sub-Producers appears on the              terminate this Contract. Upon removal, You shall be entitled to
application as Producer. Your commission rates and other terms           receive any renewal commissions on business sold by You.
are set forth in the Compensation Schedule(s) attached as Exhibit
A. The Company may change the Compensation Schedule(s)
from time to time as it sees fit, but the new schedules will only         6.03 LIMITS.
apply to business written by You or Your Sub-Producers after             Commissions will be payable only on insurance maintained
the Company gives You notice of the change. Commissions due              in force by payment of cash premiums, and no commission is
and payable to You shall be computed and paid no less than               payable on premium waived or commuted by reason of death
monthly on premiums received and posted by the Company                   or disability. No first year or renewal commissions will be
on policies covered by this Contract which are produced by               paid on any temporary extra premium because of underwriting
You and/or Your Sub-Producers whose relationships to You                 considerations.
are properly established and authorized by Us, so long as the
minimum commissions earned in any prior commission payment               6.04 “AS PAID” BASIS.
cycle equals or exceeds $25.00. Any commission earned for                All commissions will be payable on an “as paid” basis. For
any commission cycle that is or remains below $25.00 will                purposes of this Contract, “as paid” means We will pay Your
be paid by the Company the next commission cycle after the               commissions according to the mode in which the premium is
commission balance equals or exceeds $25.00. All commissions             paid to the Company, except that the Company reserves the
in Schedule(s) A or additional schedules of this Contract shall be       right to limit the commission paid on any one case to $10,000
reduced by the amount which the Company pays directly to Your            on any modal premium collected on that case and pay the
                                                                     6
remaining commission on that case in excess of $10,000 in a                            k.  provided the Company’s information or materials to
manner mutually agreed to between the parties. No amount of                                a n y c o m p e t i t o r o r p o t e n t i a l c o m p e t i t o r.
commission will be due and owing to You until the Company has                     Termination for cause will result in the forfeiture
received the premium in cash to which the commission applies,                     of vested compensation.
the policy has been issued and any necessary policy or riders
have been properly executed and received by the Company.
                                                                                  6.08 YOUR COMPENSATION.
                                                                                  Payment of all commissions on policies secured by You
6.05 RESERVATION OF RIGHTS.                                                       or Your Sub-Producers shall be made to You or Your Sub-
The Company reserves the right to determine: a) the compensation                  Producers subject to paragraph 6.01. Neither You nor Your Sub-
to be paid and to whom it shall be paid on reinstated or converted                Producers shall have any further claim against the Company for
policies and on policies which, in the Company’s judgment, are                    commissions or otherwise.
replacements of existing policies and b) classifications of policies
for compensation purposes and the amount of compensation to be
paid on plans not now covered in the Compensation Schedule(s).
                                                                                  6.09 COMPENSATION DEDUCTIONS.
                                                                                  The Company may deduct from any monies due to You, which
If a policy that You or Your Sub-Producers have sold is issued
                                                                                  may be payable by the Company under this or any previous
by the Company and then lapses for more than 45 days and is
                                                                                  Contract, any amount which may be due to the Company
subsequently reinstated, the Company will be relieved of the
                                                                                  including any debit balance and including, but not limited
payment of any future commissions for the resale of the policy
                                                                                  to, amounts due under any prior Contract under which the
unless the reinstatement application for such policy was procured
                                                                                  Company has assumed liability from another company, and under
by You, or Your Sub-Producers.
                                                                                  paragraphs 6.01, 8.08 and 8.10 of this Contract.

6.06 DISPUTES.                                                                    6.10 LIEN.
Should a dispute arise between You and another Producer over
                                                                                  The Company is hereby given a first lien upon any amounts
compensation, the Company will have the sole right to decide
                                                                                  due You, Your estate, successors or assigns under this or any
and settle the dispute. If the Company does so, its decision shall
                                                                                  other Contract with the Company or its affiliates as security for
be binding and conclusive on all parties.
                                                                                  payment of any indebtedness owed to the Company by You or
                                                                                  by Your Sub-Producers, if any. Any such indebtedness shall be
6.07 FORFEITURE OF FUTURE                                                         considered a personal debt to the Company and the Company
     COMPENSATION.                                                                shall have the right to collect said indebtedness from You,
Notwithstanding any other provision of this Contract, including                   Your estate, successors or assigns. Any commissions, overrides
those on vesting, no compensation will be due or payable after                    or other amounts advanced or otherwise paid to You before
termination of this Contract if the Company discovers that during                 actually earned shall be an indebtedness under this paragraph.
or after Your association with the Company You have:                              Any indebtedness owed by You to the Company under this
                                                                                  Contract shall become immediately due and payable in full
     a. perpetrated any fraud or deceit upon any applicants,
                                                                                  upon demand by the Company and any unpaid balance shall
          insureds or the Company; or,
                                                                                  bear interest payable monthly at the published rate established
     b. misapplied the funds of the Company, an insured,
                                                                                  by the Company commensurate with prevailing interest rates,
          or any applicant for insurance; or,
                                                                                  until such date as the Company receives full payment from You.
     c. withheld any funds, policies, receipts, supplies or
                                                                                  In the event of the termination of Your authority, the unpaid
          equipment belonging to the Company after We
                                                                                  balance of Your indebtedness shall be immediately due and
          have made a demand for them; or,
                                                                                  payable without demand or notice. If it becomes necessary to
     d. failed to truthfully and accurately report all
                                                                                  take any legal actions to collect any such indebtedness, You
          relevant medical information known to You with
                                                                                  agree to reimburse and/or indemnify the Company for all costs,
          respect to an applicant for insurance when
                                                                                  expenses and attorneys fees that the Company may incur in
          required; or,
                                                                                  recovering from You and/or Your Sub-Producers any property
     e. exceeded the specific limits of Your authority set
                                                                                  or indebtedness belonging to or owed to the Company.
          forth in Section IV, paragraph 4.04, subparagraphs
          (a) through (i); or,
     f. done anything to influence a policyowner to cancel                         6.11 INJUNCTION.
          or lapse his or her policy with the Company; or,                        You agree that if during this Contract or within two (2) years
     g. done anything to influence a Producer or employee                          after its termination, You do any of the acts described in Section
          of the Company to sever his or her relationship                         IV, paragraph 4.04, Section IV, paragraph 4.05, Section IV,
          with the Company; or,                                                   paragraph 4.06, or Section VI, paragraph 6.07 of this Contract,
     h. failed to fully cooperate with the Company to                             that damages, if any, and remedies at law for doing such acts
          investigate any complaint or dispute; or,                               would be inadequate. Therefore, in the event You do any such
     i. s u b m i t t e d a f r a u d u l e n t a p p l i c a t i o n f o r       acts, the Company shall be entitled to an injunction, without the
          advancing of commissions; or,                                           necessity of furnishing bond, restraining You from any such act.
     j. divulged the names of the Company’s policyholders,                        You agree that any such act would result in continuing irreparable
          group payroll deduction accounts or producers to                        harm and damage to the Company, but nothing contained herein
          any competitor without Our permission; or,                          7   shall be construed as prohibiting the Company from pursuing
any other remedies available to it, including the recovery of            Beneficiary designations should be indicated in this Contract. If
damages from You.                                                        no designations are shown, Your estate will be Your beneficiary.
                                                                         If more than one Primary Beneficiary is named, payment shall be
6.12 CHARGEBACKS.                                                        made to them equally, share and share alike, or to the survivor of
The current Company practice is not to apply chargebacks for             them. If more than one Contingent Beneficiary is named, payment
termination of Insurance Products. The Company reserves the              shall be made to them equally, share and share alike, or to the
right to implement chargeback of commissions at Our discretion           survivor of them. The Contingent Beneficiary will participate in
upon prior notification to You.                                           the receipt of benefits only upon death of all Primary Beneficiaries
                                                                         prior to Your death.

SECTION VII                                                              You may change any beneficiary without his or her consent,
YOUR RIGHTS                                                              prior to designation of any irrevocable beneficiary, by filing a
                                                                         written request for the change with the Company’s home office.
                                                                         The request will not be effective until the Company sends You
7.01 TRANSFERABILITY RIGHTS.                                             notice that the request has been received. Once this notice has
You may transfer, setover, convey or assign all or part of Your          been sent, the change will relate back to and take effect as of
business only upon the written consent of the Company.
                                                                         the date You signed the request. The Company will not be liable
                                                                         for any payments it makes before it acknowledges receipt of the
                                                                         request. A new designation of beneficiary terminates the interest
7.02 VESTING RIGHT                                                       of all previous beneficiaries.
     ON COMMISSIONS.
Any commissions payable to You under the terms of the
applicable Compensation Schedule(s) will immediately
                                                                         SECTION VIII
vest, subject to the terms of:                                           GENERAL PROVISIONS
      a. paragraph 6.01 of Section VI;
      b. paragraph 6.07 of Section VI; and
      c. paragraph 8.01 of Section VIII.                                 8.01 TERMINATION OF CONTRACT.
                                                                         Upon Your:
                                                                              a. death or dissolution; or,
7.03 RETIREMENT AND                                                           b. failure to comply with the Company’s rules and
                                                                                   regulations or the laws of any applicable state or
     DISABILITY RIGHTS.                                                            jurisdiction or the regulations of any applicable
If You are an individual, upon Your written notice of retirement
                                                                                   department of insurance; or,
or upon the Company’s determination that You are disabled,
                                                                              c. committing an act of fraud or wrongdoing as set
and subject to provisions contained herein, the Company will
                                                                                   forth in Section IV, paragraph 4.04, Section IV,
continue to pay any total compensation due to You until You
                                                                                   paragraph 4.05, Section IV, paragraph 4.06, Section VI,
die. If You wish to do so, You may offer Your business to the
                                                                                   paragraph 6.07, or any other section of this Contract;
Company. If mutually acceptable terms can be agreed upon, the
                                                                                   or,
Company may purchase Your business and You will receive no
                                                                              d. allowing any insurance license of Yours to be revoked,
further compensation under this Contract.
                                                                                   suspended or non-renewed by any state; or,
                                                                              e. becoming bankrupt or insolvent; or,
7.04 RIGHTS UPON DEATH                                                        f. failing to comply with the terms and conditions of
                                                                                   this or any other Contract with Us; or,
     WHILE ACTIVE.                                                            g. engaging in any sales practice which, in Our opinion,
If You are an individual and You die while You are an active
                                                                                   is injurious to the Company’s name or business
Producer (before retirement or disability), the Company will pay
                                                                                   i n t e r e s t s , o r c o n d u c t i n g Yo u r s e l f , i n O u r
any total compensation due to Your beneficiary(ies) as designated
                                                                                   opinion, so as to injure the Company’s standing or
in this Contract, or Your estate until the death of all designated
                                                                                   good name in the community or elsewhere; or,
beneficiaries and their beneficiaries in succession.
                                                                              h. failing to comply with the proper collection of funds
                                                                                   procedures as set forth in Section V, paragraph 5.04;
7.05 RIGHTS UPON DEATH                                                             or,
                                                                              i. failing to earn a minimum of $300.00 of commission
     WHILE RETIRED.                                                                during any single Contract year as set forth in
If You are an individual and You die while You are receiving
                                                                                   Section VI, paragraph 6.01.
benefits under paragraph 7.03 of this Section VII, those
                                                                         The Company may for cause, automatically terminate this
payments will be made to Your beneficiary(ies) as designated
                                                                         Contract by written notice to You or Your successors or assigns
in this Contract, or Your estate until the death of all designated
                                                                         stating the cause of the termination. At any time, either You or
beneficiaries and their beneficiaries in succession.
                                                                         the Company may terminate this Contract without cause on
                                                                         thirty (30) days written notice sent to the last known address
7.06 BENEFICIARIES.                                                      of the other. If You are an individual, this Contract shall
If You are an Individual, Your Primary and Contingent                8   immediately terminate, without cause, upon Your death. If You
are a partnership, the death of a partner shall not terminate this        d.   You will diligently and to the best of Your ability
Contract, but it shall continue in force for new business only,                ensure that the facts set forth by any potential insured
in favor of the surviving partner(s), subject to the provisions                in an application for insurance or coverage that You or
of any written Partnership Agreement of which the Company                      Your Sub-Producers solicit are true and correct; and
had prior written notice. If You are a corporation or limited             e.   You will fully inform each applicant that the Company
liability company, this Contract shall immediately terminate upon              will rely solely upon the applicant’s representations in
Your dissolution, bankruptcy, or insolvency.                                   rejecting, conditionally accepting or contracting with the
                                                                               applicant, and that the subsequent discovery by the
Upon termination, You shall immediately repay all indebtedness                 Company of material facts known by applicant and
due to the Company, including all monies advanced to You, and                  either not disclosed or misrepresented on the application
You shall deliver to the Company all funds, policies, property,                can result in the rescission or cancellation by the
records and agency supplies of every kind belonging to the                     Company of any contract entered into in reliance
Company. In the event of termination of this Contract, one                     thereof; and
hundred (100%) percent of future commissions will be payable              f.   You further agree and understand that an individual
to You unless commissions have been forfeited to the Company                   shall not be accepted for coverage under the Company’s
pursuant to Section VI, paragraph 6.07, Section VIII, paragraph                Insurance Products, unless and until the applications
8.22 or the amount does not meet the minimum amount listed in                  are reviewed and approved by the Company; and
Section VI, paragraph 6.01.                                               g.   You will make no representation whatsoever with
                                                                               respect to the nature or scope of the benefits of the
                                                                               Company’s Insurance Products except through and by
8.02 YOUR REPRESENTATIONS                                                      means of the written material prepared and furnished
                                                                               to You for that purpose by the Company and that You
     AND WARRANTIES.                                                           shall have no authority to and will not purport to make
You hereby represent and warrant to the Company that:
                                                                               any oral or written alteration, modification or waiver of
a. You and Your Sub-Producers are legally and properly
                                                                               any of the terms or conditions applicable to such
    qualified to act as insurance Producers for the sale of
                                                                               Insurance Products. You further agree that if You or any
    life and accident and health insurance for the Company
                                                                               Sub-Producer are convicted of a felony after the
    within the areas where You or Your Sub-Producers
                                                                               effective date of this Contract, You will notify the Company
    are soliciting business on behalf of the Company, You or
                                                                               in writing immediately after such conviction.
    Your Sub-Producers are properly appointed and licensed;
    and
b. You shall comply with and shall cause Your Sub-                        8.03 TAXES.
    Producers and employees to comply with all applicable                 You are to pay all occupational taxes and municipal taxes. All
    federal, state and local statutes, laws, regulations and rules,       premium taxes will be paid by the Company.
    including, but not limited to, the USA PATRIOT Act of 2001,
    and the statutes administered by the U.S. Treasury                    8.04 ADVERTISING MATERIALS.
    Department’s Office of Foreign Assets Control (“OFAC”)                 All advertising materials of any kind, including form letters
    and the Telephone Protection Act of 1991 as amended in                (duplicated by any means as well as individually typewritten
    2003, and the National Do Not Call List administered by the           form letters), telephone listings, signs, or any other materials used
    Federal Trade Commission (“FTC”) and will take such                   by You, including comparisons, which use or include the name,
    action as is necessary to amend this Contract from time to            logos or trademarks of the Company, or which describe Insurance
    time as is necessary for the Company to comply with the               Products produced by the Company, shall be submitted to the
    requirements of the USA PATRIOT Act of 2001, and the                  Company and shall not be printed, circulated or used without the
    statutes administered by the U.S. Treasury Department’s               Company’s prior written approval.
    Office of Foreign Assets Control and the Telephone
    Protection Act of 1991 as amended in 2003, and the National           8.05 USE OF COMPANY STATIONERY.
    Do Not Call List administered by the Federal Trade                    Neither You nor Your Sub-Producers are authorized to make any
    Commission (“FTC”) and You or any person acting on                    use whatsoever of the Company’s stationery without the express
    Your behalf, are responsible for ensuring that any telephone          written consent of an officer of the Company.
    or fax number(s) that You call or send documents to are
    screened against Do Not Call/Fax registries before the
    number is called for telemarketing purposes; and any other            8.06 BOOKS AND RECORDS.
    action as necessary to comply with any other applicable law;          All sales materials, rate books, policy record cards, records,
    and                                                                   printed matter and other supplies furnished by the Company are
c. You have never suffered the loss, suspension or                        the property of the Company. You shall be responsible for their
    termination of any license issued by any governmental                 care and shall return them to the Company upon termination of
    authority in connection with the sale of any type                     this Contract.
    of insurance, and certify that You are in compliance
    as mandated by the Violent Crime Control and Law                      8.07 BONDS.
    Enforcement Act of 1994 having not been convicted                     Bonds, as required by the Company or any insurance regulatory
    of a felony; and                                                      authority, shall be paid for by You.
                                                                      9
8.08 RIGHT TO SET-OFF.                                                    Company, except that neither any indebtedness to the Company
The Company may set-off any debts, due or owing at any time by            under previous contracts or otherwise, nor Your rights to
You or Your Sub-Producers to the Company, against any monies              commissions, fees, or bonuses payable on account of applications
payable by the Company under this or any previous Contract.               procured by You, on which the policies were issued and paid for
Any such set-off shall not constitute an election by the Company          prior to the date hereof, shall be impaired except as agreed in
to forego any other remedy to collect any indebtedness that You           Section 8.01.
might owe the Company.
                                                                          8.15 ASSIGNMENT.
8.09 CONCLUSIVE ACCOUNTING.                                               Neither this Contract nor any beneficial interest therein can be
The Company will give to You a statement of all monies                    assigned, transferred or disposed of by You without the prior
becoming due and payable to You since the date of the preceding           written consent of the Company. The Company may assign this
statement. Unless You file written objections to such statement            Contract without Your consent to any corporate successor-in-
or accounting within thirty (30) days after the date upon which           interest, successor-in-merger, or successor-in-consolidation.
the statement is mailed to You at Your notice address or made
available to You electronically, the statement shall be deemed            8.16 NOTICES.
conclusively correct and You shall waive any right to contest the         Any notice required by the terms of this Contract shall be in
amounts stated therein in the future.                                     writing and will be deemed given when it is deposited in the
                                                                          United States mail, postage prepaid, properly addressed to You
8.10 GENERAL INDEMNIFICATION                                              at Your last known business address, or to the Company at its
                                                                          home office in Oklahoma City, Oklahoma.
     OF THE COMPANY.
You agree to reimburse and/or indemnify and hold the Company
harmless from any loss, costs, liabilities, or damages which are          8.17 CHOICE OF LAW, PLACE
incurred by the Company as a result of Your acts or omissions or               OF PAYMENT AND
the acts or omissions of Your employees, including the violation
of any law or regulation; and without limiting the generality of               ENFORCEABILITY.
the foregoing, You further agree to reimburse the Company for             All compensation payable hereunder shall be payable at
any expenses which it may incur in enforcing Your obligations             Oklahoma City, Oklahoma. In consideration of the execution
hereunder, including but not limited to court costs and attorneys         of this Contract and other valuable considerations, You agree
fees. The terms “acts or omissions” as used in this paragraph             that this Contract shall be governed as to its interpretation and
include, but are not limited to, failure to comply with this              construction by the laws of the State of Oklahoma without giving
Contract’s provisions; the Company underwriting guidelines,               effect to any conflict of laws doctrine which may result in the
procedures, directives, instructions or requests from the Company         application of the laws of another jurisdiction and that venue for
employees, or violation of any statute, law, rule or regulation or        any legal proceeding brought under this Agreement by either
failure to comply with any administrative or court order.                 of the parties hereto shall be restricted to the District Court of
                                                                          Oklahoma County, Oklahoma or the United States District Court
                                                                          for the Western District of Oklahoma, both located in Oklahoma
8.11 CONVENTION AND PRIZES.                                               City, Oklahoma.
It is expressly agreed that the Company will have the whole
and exclusive right to designate which, if any, Producer will be
invited to attend any Company convention or meetings and to               8.18 HEADINGS AND TITLES.
receive any prize under the Company contests.                             The headings and titles used herein are for reference only. They
                                                                          are not to be construed to be a substantive part of this Contract
                                                                          or in any way to affect the validity, construction or effect of any
8.12 MODIFICATION OF CONTRACT.                                            contract provisions.
Except as provided herein, this Contract shall not be modified
except in writing signed by You and the President, Vice President
or Secretary of the Company.                                              8.19 ERRORS AND OMISSIONS
                                                                               COVERAGE.
8.13 NON-WAIVER.                                                          You agree to maintain in force, at Your own expense, while this
The forbearance or neglect of the Company to require a strict             Contract is in effect, errors and omissions insurance coverage
compliance on Your part with any of the terms and conditions of           acceptable to the Company. You further agree to provide Us with
this Contract, or to declare a default for failure to perform when        copies of the current declaration page evidencing the issuance of
it shall become known to the Company, shall not operate as a              the errors and omissions insurance as required hereunder at the
waiver of any of these terms or conditions or as a release of You         time of execution of this Contract, and within ten (10) business
from Your obligation thereafter to perform this Contract strictly         days of each date such insurance is discontinued, suspended,
in accordance with its terms and conditions.                              reduced or terminated for any reason whatsoever.

8.14 SOLE AGREEMENT.                                                      8.20 BINDING CONTRACT.
This Contract is in lieu of all other agreements, understandings,         This Contract shall be binding upon the heirs, administrators,
or contracts heretofore or now existing between You and the          10 executors, successors and assigns of the parties hereto.
8.21 COMPANY PROPERTY.                                                   c.   You will provide competent and customer focused sales
Sales brochures, applications, rate books, software, policyholder             and service based upon the customer’s insurable needs or
cards, and all other supplies furnished by the Company will                   financial objectives. Any information given to customers
remain Company property and shall be accounted for and                        will be consistent with making buying decisions
returned by You or Your Sub-Producers on demand. You agree                    appropriate for them;
to be responsible for any damage or misuse thereof. Company
property is subject to examination by a duly authorized                  d.   You will engage in active and fair competition;
representative of the Company at any time.
                                                                         e.   You will only use advertising and sales materials that are
                                                                              clear as to purpose, honest and fair as to content, and have
8.22 BANKRUPTCY.                                                              been approved by the Company prior to Your presentation
If You should take or be placed in bankruptcy to the extent of                to a customer;
any amount due the Company under this or any other Contract
with the Company, no compensation shall be payable under this            f.   You will notify the Company immediately of all customer
Contract and any such compensation shall immediately become                   complaints or disputes so the Company can handle them
the Company’s property.                                                       fairly and expeditiously;

SECTION IX                                                               g.   You will never make promises for the Company without
                                                                              expressed written authorization;
MARKET CONDUCT AND ETHICS
                                                                         h.   You will only accept signatures that You know to be
                                                                              authentic on documents for the Company;
9.01
The Company strives to adhere to high ethical and business
                                                                         i.   You will fully comply with all laws and regulations
principles. To promote these principles, the Company has
                                                                              regarding the marketing and sales of the Company’s
formally adopted as corporate policy the Code and Principles
                                                                              Insurance Products;
of Ethical Market Conduct as promulgated and endorsed by the
Insurance Marketplace Standards Association (“IMSA”). The                j.   You will agree to actively participate in periodic training
Company has also adopted and implemented written statements                   and continuing education on compliance with laws and
of policy based upon the IMSA Principles and Code. We ask all                 regulations relating to the marketing and sales of the
of Our Producers and Sub-Producers to join Us in complying                    Company’s Insurance Products and the concepts contained
with and fully supporting these high ethical standards:                       within the IMSA Principles and IMSA Code;
a. You will conduct Your business according to high
    standards of honesty and fairness and render that service            k.   You will agree to refrain from making disparaging
    to Our mutual customers which, in the same                                remarks about the Company’s competitors. (“Disparaging
    circumstances, You would apply to and demand for                          remarks” do not include relevant, factually accurate
    Yourself;                                                                 information); and

b.   You will use Your best efforts to notify the Company of             l.   You acknowledge and agree to comply with the IMSA
     any new designations or memberships in professional                      Principles of Ethical Market Conduct, the IMSA Code and
     organizations which have or support ethical market                       the AFA Statement of IMSA Policy adopted by the
     conduct standards;                                                       Company.


BENEFICIARY DESIGNATIONS. (See Section VII, paragraph 7.06)
Primary Beneficiary(ies):

Name                                          Address                                                         Relationship

__________________________________________________________________________________________________

__________________________________________________________________________________________________

Contingent Beneficiary(ies):

__________________________________________________________________________________________________

__________________________________________________________________________________________________


                                                                    11
                          AGENT ELECTRONIC SIGNATURE AUTHORIZATION
The undersigned Agent of the Company hereby authorizes as follows:

You authorize the Company or its authorized agent or representative to use Your signature in an electronic format and store such
on a designated and secured computer system. You understand that Your electronic signature will never be used without Your prior
consent. Your electronic signature will only be used when You submit prior authorization for each applicant. You understand that You
may submit such authorization by either: 1) completing an American Fidelity Assurance Company EZ-Form application that contains
information about an applicant for insurance and Your written authorization to attach Your electronic signature to the final insurance
application for such applicant; or 2) providing an applicant with the Internet Address of the Secured AFAdvantage® Term Life web site
along with the appropriate Agent ID/password.

The undersigned Agent of the Company hereby acknowledges as follows:

1. You have received and reviewed the Company’s memorandum dated October 1, 2003, concerning the national do not call registry.

2. The Company has a procedure to “screen” any telephone number it furnishes to You to ensure that such telephone number is not
   on the national do not call registry.

3.     If You, or any person acting on Your behalf, make telemarketing calls to any telephone number that has been acquired from a
       source other than the Company, the Company will not be responsible for screening any such number to ensure that it is not on the
       national do not call registry, and state’s do not call list or any “in-house” do not call list. You will be responsible for ensuring that
       any telephone number acquired from a source other than the Company is screened against the national do not call registry, any
       state’s do not call list and any “in-house” do not call list before the number is called for telemarketing purposes and will assume all
       liabilities and indemnify and hold the Company harmless from all claims, suits and demands of every kind and nature, including
       any and all actions, causes of action, suites, judgments, controversies, losses, damages, costs, liens, charges, court costs, reasonable
       attorneys’ fees, payments, liabilities and expenses whatsoever occasioned by, resulting from, arising out of, related to or in connection
       with Your failure to do so.



                                       DIRECT DEPOSIT FOR COMMISSIONS
(Please include a void check or copy of a void check)

Remember, commission checks are only generated if the payout amount is greater than $25.00. This will remain the same for direct
deposits.

Name of Bank:______________________________________ Account #:_______________________________________________

                                                                    Routing #: _______________________________________________
Circle one:                   Checking                    Savings

It is hereby understood and agreed that by completing the above information and signing below, I authorize American Fidelity
Assurance Company to deposit my commissions into the above named account.

This Contract authorizes Us to print Your name in Company publications unless You notify Us in writing.

You understand and agree to the terms of this Contract executed this _________ day of _____________________, ______________.

                                      By: __________________________________________________
                                                               PRODUCER
                                                                      (You)


                                      By: __________________________________________________
                                  AMERICAN FIDELITY ASSURANCE COMPANY
                                                                 (“Company”)

                                                              Authorized Signature
     M-2393 AFAL (Producer) (R0405)                                       12
          ANTI-MONEY LAUNDERING TRAINING CERTIFICATION



Have you had any anti-money laundering training in the last 12 months?


 Yes. I hereby certify that within the last 12 months, I have taken an anti-money
  laundering training course from an insurance company, approved for continuing
  education by the insurance regulator in my state of domicile or, sufficient to count
  toward my continuing education requirements under NASD Rules.

   •   Please provide a copy of your Certificate of Completion

 Yes. I hereby certify that within the last 12 months, I have taken an anti-money
  laundering training course.

   •   Please attach a copy of the certification of completion

 No. I have not taken any anti-money laundering training in the last 12 months.
  (If you check that training has not been taken, your appointment will be declined.)



Print Name __________________________________


Signature____________________________________ Date __________________




AGT CERT FORM 06/07

				
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