Orin F. Farnsworth and Mary L. Farnsworth - Page 4




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          manager.  Under the DMAA, Farmers also provided certain benefits            
          to Mr. Farnsworth, including life and health insurance, in                  
          accordance with Farmers’s rules.  Mr. Farnsworth, in return,                
          agreed to recruit and train as many agents acceptable to Farmers            
          as might be required to produce sales in accordance with the                
          goals and objectives established by Farmers; to actively                    
          represent only Farmers; to conform to Farmers’s regulations and             
          operating principles; to maintain in full force and effect any              
          required licenses; to provide service to policyholders through              
          the agents; to maintain and make available for audit by Farmers             
          adequate records, including profit and loss statements; and to              
          surrender on cancellation or termination of the DMAA agreement              
          all records, levy lists, cards, books, manuals, papers, forms, or           
          other material of whatsoever kind, and all copies thereof, having           
          to do with the business of Farmers.  Farmers had the exclusive              
          right to decrease or otherwise change overwrite rates, schedules            
          or classifications.                                                         
               The DMAA was terminable by either Farmers or Mr. Farnsworth            
          without cause on 30 days’ notice.  The DMAA was also terminable             
          immediately by Farmers for cause on specified grounds.                      
               The DMAA provided that upon cancellation by either party               
          without cause or as a result of Mr. Farnsworth’s death, Farmers             
          would have the right to pay Mr. Farnsworth the “contract value”             
          and terminate the contract.  If Farmers did not exercise its                






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Last modified: May 25, 2011