Exhibit
10(p)(2)
AMENDMENT TWO TO
MARKETING AGREEMENT
This document is
Amendment Two to the Marketing Agreement made and entered into
effective November 15, 2002, and amended by Amendment One to
Marketing Agreement, effective July 1, 2003, (the
“Agreement”), by and between American National
Insurance Company (“American National”), an insurance
company organized under the laws of the state of Texas, and Legacy
Marketing Group (“LMG”), a California
corporation.
WHEREAS, American
National and LMG agree it can be in their mutual interest for
Wholesalers of LMG to sell American National products directly for
American National and in consideration of the mutual covenants
contained herein, the parties agree as follows:
1. LMG shall
provide American National with a list of its * and * Wholesalers
(LMG Wholesalers), including names and telephone numbers in
Appendix A, which will be updated periodically, for American
National to contact these Wholesalers to encourage production for
American National Insurance Company only. American National
acknowledges and agrees that the information in Appendix A is
confidential and solely for the use contemplated in this amendment,
and does not extend to any affiliates and/or subsidiaries of
American National.
2. LMG Wholesalers
will be contracted by American National at the NMD level or if
agreed, at a lower level under LMG’s contract.
LMG associated NMDs that have not met NMD production level
within * (*) years after the date of this Amendment, (for those
contracted subsequently, * (*) years from the contract date) will
be reduced and moved under LMG as a Regional General Agent
(“RGA”), and LMG will receive overrides in accordance
with the NMD contract.
3. Certain LMG
Wholesalers (* and *) contracted with American National as a
National Marketing Director (“NMD”) prior to this
amendment, will be * as NMDs with American National *. Such
wholesalers’ production, in addition to LMG’s
production, will count towards LMG’s bonus as referenced in
Appendix B.
4. NMD production
from LMG and LMG’s Wholesalers will aggregate for LMG’s
production bonus, reflected in Appendix B.
5. LMG’s
Producers that seek to be directly contracted and appointed with
American National will be placed under LMG’s NMD as a General
Agent (“GA”).
6.
LMG’s Producers that wish to contract through an
existing American National non-LMG NMD will be approved in
accordance with American National’s transfer rules of selling
directly for American National. If the LMG Producer
only sells LMG proprietary products they can be dual contracted
with the American National NMD immediately.
7. Channel
conflict among competing hierarchies will be handled according to
the current procedure wherein LMG and American National will work
together with the producer and wholesaler, if needed, to resolve
the conflict.
8. American
National shall provide monthly reports of production and shall pay
LMG, no later than *(*) days after each * (*) * period.
Further, LMG has
