Edgar L. and Joan H. Parker - Page 4




                                        - 4 -                                         
          September 16, 1996.  In part, the agreement provides the                    
          following with respect to cancellation:                                     
               E.   In the event of cancellation * * * of the agency                  
                    created hereby for any reason whatsoever, * * *                   
                    (1) the Companies may at their option elect to pay                
                    “Contract Value”, as hereinafter defined, to the                  
                    District Manager, his/her personal representative                 
                    or heirs, or (2) the Companies agree to give                      
                    consideration to a written nomination of his/her                  
                    successor by the District Manager, or in case of                  
                    the District Manager’s death, by his/her heirs or                 
                    personal representative, provided such nominee is                 
                    in all respects acceptable to the Companies.                      
                    If the Companies do not elect to pay “Contract                    
                    Value” it is agreed that the District Manager, or                 
                    his/her heirs or personal representative, may                     
                    negotiate with such nominee for compensation in an                
                    amount not exceeding “Contract Value” for the                     
                    nomination and the District Manager’s interest                    
                    under his/her Appointment Agreement.  * * *                       
                         *  *  *  *  *  *  *                                          
                                   CONTRACT VALUE                                     
               “Contract Value” will be based upon (1) the service                    
               commission overwrite paid to the District Manager                      
               during the six months immediately preceding                            
               termination, and (2) the number of years of service as                 
               District Manager for the Companies in this district all                
               in accordance with the following schedule:                             
                                      SCHEDULE                                        
                         *  *  *  *  *  *  *                                          
               7.   10 or more years as a District Manager-–5 times                   
                    the last 6 months’ service commission overwrite.                  

                         *  *  *  *  *  *  *                                          
               Payment of “Contract Value” by either the Companies or                 
               the nominee will be based on the following schedule:                   






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