Common use of Decreases In Coverage Clause in Contracts

Decreases In Coverage. A coverage decrease will be applied to a last previous coverage increase, if any, or to the initial coverage should no coverage increase have taken place. Such decrease will serve to reduce target premium for the full period so that any regular compensation on subsequent premium received will be based on APPENDIX C (CONTINUED) lower target premium (i.e. The total of renewal compensation payable will be based on nine times the lower target premium). Any premium amount applied over such lower target premium will be compensated at excess rates for policy years 2 through 10 and at service fee rates for policy years 11 and greater. First year compensation will be paid on coverage increases only to the extent such increases should exceed previous coverage decreases. THE GUARDIAN INSURANCE & ANNUITY COMPANY, INC. AGREEMENT OF GENERAL AGENCY Agreement made this _________ day of ____________, 19___ by and between The Guardian Insurance & Annuity Company, Inc. ("GIAC"), a Delaware corporation and a wholly-owned subsidiary of The Guardian Life Insurance Company of America ("Guardian Life"), having its Principal office located at 000 Xxxx Xxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx, 00000 and ________________ ("Principal"). 1. The undersigned Principal is presently a General Agent of Guardian Life in accordance with an Agreement of General Agency bearing an effective date of _______________ ("Guardian Life GA Agreement"). 2. GIAC hereby appoints the Principal a General Agent of GIAC for the limited purpose of conducting and overseeing the business relating to GIAC's Variable Whole Life Insurance Policies with Modified Scheduled Premiums marketed under the name Park Avenue Life ("PAL") and GIAC's Flexible Premium Variable Universal Life policy marketed under the name Park Avenue VUL ("VUL"). There may be one or more policies marketed under the PAL name and, where necessary or appropriate, this Agreement will distinguish between them by appending the year of introduction. Currently, there are two policies marketed under this name - "PAL `95 and PAL `97." 3. The Principal shall at all times be associated with Guardian Investor Services Corporation ("GISC"), a Broker-Dealer registered with the Securities and Exchange Commission ("SEC") and a member of the National Association of Securities Dealers, Inc. ("NASD") as an NASD Registered Representative or NASD Registered Principal and, if the particular jurisdiction requires, shall be licensed or registered as a securities agent of GISC. The Principal must at all times be validly licensed, registered or appointed by GIAC as a variable contracts agent in accordance with the requirements of the jurisdiction where solicitations for PAL and VUL contracts occur. The Principal, his agents, brokers and Field Representatives may solicit for and sell PAL and VUL contracts in any jurisdiction where such contracts are filed and approved for sale by the governmental authorities having jurisdiction, provided the Principal, his agents, brokers and Field Representatives are all validly licensed, registered or otherwise qualified as required for the solicitation and sale of the PAL and VUL contracts in such jurisdictions. 4. To the extent applicable, the Principal shall comply strictly with: (a) the laws, rules and regulations of all jurisdictions (state and local) in which the Principal, his agents, brokers and Field Representatives solicit applications for and sell PAL and VUL contracts; (b) federal laws and the rules and regulations of the SEC; (c) the rules of the NASD; (d) the rules and procedures of GISC, and (e) the rules and procedures of GIAC. The Principal understands that failure to comply with such laws, rules, regulations and procedures may result in disciplinary action against the Principal by the SEC, a state or other local regulatory agency that has jurisdiction, the NASD, GISC or GIAC. Before any solicitations or sales of PAL and VUL are made, the Principal shall become familiar with and abide by the laws, rules, regulations and procedures of all the above mentioned agencies or parties as are currently in effect and as they may be changed from time to time. 5. The Principal shall have all applications for PAL and VUL accurately completed or reviewed and signed by the applicant and shall submit the applications to GIAC through GISC together with all payments received from applicants without any reductions. The Principal, his agents, brokers and Field Representatives shall cause all checks or orders for PAL and VUL to be made payable to GIAC. GIAC shall reject any application that is submitted by or on behalf of a Principal, his agents, brokers and Field Representatives not appropriately licensed as required by paragraph 3 of this Agreement. 6. The Principal, his agents, brokers and Field Representatives shall not make any statements concerning PAL and VUL except those that are contained in the current prospectuses for PAL and VUL and the prospectuses for their underlying variable investment options and they shall not solicit for applications or make sales through the use of mailings, advertisements or sales literature or any other method of contact unless the material or a complete description of the method has been filed with the NASD and received written approval of GISC from a Registered Principal whose office is located in a GISC Office of Supervisory Jurisdiction as that term is defined by NASD rules. 7. In connection with the Principal's appointment as a GIAC General Agent for the purpose set forth in paragraph 2 above, the entire Guardian Life GA Agreement referred to above and attached hereto as the Exhibit, including all compensation adjustment provisions, is incorporated herein by reference. Guardian Life GA Agreement compensation provisions that do not apply to PAL and VUL are as noted below. All references to "Company" within the Guardian Life GA Agreement shall apply with full force and effect to GIAC. Additionally, the Registered Representative's Agreement between the Principal and GISC and the Agent's Agreement between the Principal and GIAC are incorporated herein by reference and attached hereto as Exhibits. 8. The Principal shall be paid overriding commissions for sales of PAL and VUL policies as outlined in Appendix A of this Agreement.

Decreases In Coverage. A coverage decrease will be applied to a last previous coverage increase, if any, or to the initial coverage should no coverage increase have taken place. Such APPENDIX C (CONTINUED) decrease will serve to reduce target premium for the full period so that any regular compensation on subsequent premium received will be based on APPENDIX C (CONTINUED) lower target premium (i.e. The total of renewal compensation payable will be based on nine times the lower target premium). Any premium amount applied over such lower target premium will be compensated at excess rates for policy years 2 through 10 and at service fee rates for policy years 11 and greater. First year compensation will be paid on coverage increases only to the extent such increases should exceed previous coverage decreases. THE GUARDIAN INSURANCE & ANNUITY COMPANY, INC. MEMORANDUM OF AGREEMENT OF GENERAL AGENCY Agreement made this _________ day of ____________, 19___ by and between The Guardian Insurance & Annuity Company, Inc. ("GIAC"), a Delaware corporation and a wholly-owned subsidiary of The Guardian Life Insurance Company of America ("Guardian Life"), having its Principal office located at 000 Xxxx Xxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx, 00000 and ________________ ("PrincipalAGENT"). 1. The undersigned Principal Agent is presently a General Agent Career Development Manager ("CDM") of Guardian Life in accordance with an a Memorandum of Agreement of General Agency bearing an effective date of _______________ ("Guardian Life GA CDM Agreement"). 2. GIAC hereby appoints the Principal a General Agent CDM of GIAC for the limited purpose of conducting and overseeing the business relating to GIAC's Variable Whole Life Insurance Policies with Modified Scheduled Premiums marketed under the name Park Avenue Life ("PAL") and GIAC's Flexible Premium Variable Universal Life policy marketed under the name Park Avenue VUL ("VUL"). There may be one or more policies marketed under the PAL name and, where necessary or appropriate, this Agreement will distinguish between them by appending the year of introduction. Currently, there are two policies marketed under this name - -- "PAL `95 and PAL `97." 3. The Principal CDM shall at all times be associated with Guardian Investor Services Corporation ("GISC"), a Broker-Dealer registered with the Securities and Exchange Commission ("SEC") and a member of the National Association of Securities Dealers, Inc. ("NASD") as an NASD Registered Representative or NASD Registered Principal and, if the particular jurisdiction requires, shall be licensed or registered as a securities agent of GISC. The Principal CDM must at all times be validly licensed, registered or appointed by GIAC as a variable contracts agent in accordance with the requirements of the jurisdiction where solicitations for PAL and VUL contracts occur. The PrincipalCDM, his agents, brokers and Field Representatives may solicit for and sell PAL and VUL contracts in any jurisdiction where such contracts are filed and approved for sale by the governmental authorities having jurisdiction, provided the PrincipalCDM, his agents, brokers and Field Representatives are all validly licensed, registered or otherwise qualified as required for the solicitation and sale of the PAL and VUL contracts in such jurisdictions. 4. To the extent applicable, the Principal CDM shall comply strictly with: (a) the laws, rules and regulations of all jurisdictions (state and local) in which the PrincipalCDM, his agents, brokers and Field Representatives solicit applications for and sell PAL and VUL contracts; (b) federal laws and the rules and regulations of the SEC; (c) the rules of the NASD; (d) the rules and procedures of GISC, and (e) the rules and procedures of GIAC. The Principal CDM understands that failure to comply with such laws, rules, regulations and procedures may result in disciplinary action against the Principal CDM by the SEC, a state or other local regulatory agency that has jurisdiction, the NASD, GISC or GIAC. Before any solicitations or sales of PAL and VUL are made, the Principal CDM shall become familiar with and abide by the laws, rules, regulations and procedures of all the above mentioned agencies or parties as are currently in effect and as they may be changed from time to time. 5. The Principal CDM shall have all applications for PAL and VUL accurately completed or reviewed and signed by the applicant and shall submit the applications to GIAC through GISC together with all payments received from applicants without any reductions. The PrincipalCDM, his agents, brokers and Field Representatives shall cause all checks or orders for PAL and VUL to be made payable to GIAC. GIAC shall reject any application that is submitted by or on behalf of a PrincipalCDM, his agents, brokers and Field Representatives not appropriately licensed as required by paragraph 3 of this Agreement. 6. The PrincipalCDM, his agents, brokers and Field Representatives shall not make any statements concerning PAL and VUL except those that are contained in the current prospectuses for PAL and VUL and the prospectuses for their underlying variable investment options and they shall not solicit for applications or make sales through the use of mailings, advertisements or sales literature or any other method of contact unless the material or a complete description of the method has been filed with wit the NASD and received written approval of GISC from a Registered Principal whose office is located in a GISC Office of Supervisory Jurisdiction as that term is defined by NASD rules. 7. In connection with the Principalagent's appointment as a GIAC General Agent CDM for the purpose set forth in paragraph 2 above, the entire Guardian Life GA CDM Agreement referred to above and attached hereto as the Exhibit, including all compensation adjustment provisions, is incorporated herein by reference. Guardian Life GA CDM Agreement compensation provisions that do not apply to PAL and VUL are as noted below. All references to "Company" within the Guardian Life GA CDM Agreement shall apply with full force and effect to GIAC. Additionally, the Registered Representative's Agreement between the Principal CDM and GISC and the Agent's Agreement between the Principal CDM and GIAC are incorporated herein by reference and attached hereto as Exhibits. 8. The Principal CDM shall be paid overriding commissions for sales of PAL and VUL policies additional compensation as outlined in Appendix A of this Agreement and shall be paid commissions on personally produced PAL and VUL business as outlined in Appendix B of this Agreement. Allocation of VUL premiums and the effect thereof on compensation is described in Appendix C of this Agreement. 9. The CDM shall be responsible to the Company for any indebtedness that may have resulted from PAL chargebacks applied to PAL business personally produced the CDM. 10. This Agreement may be terminated as outlined in Section IV of the Guardian Life CDM Agreement. In addition, it shall be automatically terminated if the Guardian Life CDM Agreement, GISC Registered Representative Agreement or GIAC Agent's Agreement is terminated. IT SHALL BE EXPRESSLY UNDERSTOOD BY THE AGENT THAT THIS AGREEMENT SHALL NOT BE EFFECTIVE UNLESS THE AGENT IS VALIDLY LICENSED IN ACCORDANCE WITH THE REQUIREMENTS OF THE JURISDICTIONS WHERE SOLICITATIONS BY THE CDM AND THE AGENTS, BROKERS AND FIELD REPRESENTATIVES OF THE CDM FOR PAL AND VUL POLICIES OCCUR.

Decreases In Coverage. A coverage decrease will be applied to a last previous coverage increase, if any, or to the initial coverage should no coverage increase have taken place. Such decrease will serve to reduce target premium for the full period so that any regular compensation on subsequent premium received will be based on APPENDIX C (CONTINUED) lower target premium (i.e. The total of renewal compensation payable will be based on nine APPENDIX C (CONTINUED) times the lower target premium). Any premium amount applied over such lower target premium will be compensated at excess rates for policy years 2 through 10 and at service fee rates for policy years 11 and greater. First year compensation will be paid on coverage increases only to the extent such increases should exceed previous coverage decreases. THE GUARDIAN INSURANCE & ANNUITY COMPANY, INC. BROKERAGE AGREEMENT OF GENERAL AGENCY Agreement made this _________ day of ____________, 19___ by and between The Guardian Insurance & Annuity Company, Inc. ("GIAC"), a Delaware corporation and a wholly-owned subsidiary of The Guardian Life Insurance Company of America ("Guardian Life"), having its Principal office located at 000 Xxxx Xxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx, 00000 and ___________________ ("Principal") and __________________ ("Broker"). 1. The undersigned Principal is presently a General Agent of Guardian Life Broker in accordance with an a Brokerage Agreement ("Guardian Life Broker Agreement") with the Principal named above, endorsed by The Guardian Life Insurance Company of General Agency America ("Guardian Life") and bearing an effective date of _______________ ("Guardian Life GA Agreement")___. 2. GIAC The Principal hereby appoints the Principal Broker with the endorsement of The Guardian Insurance & Annuity Company, Inc. (GIAC), a General Agent Delaware Corporation and a wholly-owned subsidiary of GIAC Guardian Life, for the limited purpose of conducting and overseeing the business relating to soliciting applications for GIAC's Variable Whole Life Insurance Policies with Modified Scheduled Premiums marketed under the name Park Avenue Life ("PAL") and GIAC's Flexible Premium Variable Universal Life policy Policies marketed under the name Park Avenue VUL ("VUL"). There may be one or more policies marketed under the PAL name and, where name. Where necessary or appropriate, this Agreement will distinguish between them by appending the year of introduction. Currently, there are two policies marketed under this name - "PAL `95 and PAL `97." 3. The Principal Broker shall at all times be associated with Guardian Investor Services Corporation ("GISC"), a Broker-Dealer registered with the Securities and Exchange Commission ("SEC") and a member of the National Association of Securities Dealers, Inc. ("NASD") as an NASD Registered Representative or NASD Registered Principal and, if the particular jurisdiction requires, shall be licensed or registered as a securities agent of GISC. The Principal Broker must at all times be validly licensed, registered or appointed by GIAC as a variable contracts agent in accordance with the requirements of the jurisdiction where solicitations for PAL and VUL contracts occur. The Principal, his agents, brokers and Field Representatives Broker may solicit for and sell PAL and VUL contracts in any jurisdiction where such contracts are filed and approved for sale by the governmental authorities having jurisdiction, provided the Principal, his agents, brokers and Field Representatives are all Broker is validly licensed, registered or otherwise qualified as required for the solicitation and sale of the PAL and VUL contracts in such jurisdictions. 4. To the extent applicable, the Principal Broker shall comply strictly withwith : (a) the laws, rules and regulations of all jurisdictions (state and local) in which the Principal, his agents, brokers and Field Representatives solicit Broker solicits applications for and sell sells PAL and VUL contracts; (b) federal laws and the rules and rules, regulations of the SEC; (c) the rules of the NASD; (d) the rules and procedures of GISC, and (e) the rules and procedures of GIAC. The Principal Broker understands that failure to comply with such laws, rules, regulations and procedures may result in disciplinary action against the Principal Broker by the SEC, a state or other local regulatory agency that has jurisdiction, the NASD, GISC or and GIAC. Before any solicitations or sales of PAL and VUL are made, the Principal Broker shall become familiar with and abide by the laws, rules, regulations and procedures of all of the above mentioned agencies or parties as are currently in effect and as they may be changed from time to time. 5. The Principal Broker shall have all applications for PAL and VUL accurately completed or reviewed and signed by the applicant and shall submit the applications to GIAC through GISC together with all payments received from applicants without any reductions. The Principal, his agents, brokers and Field Representatives Broker shall cause all checks or orders for PAL and VUL to be made payable to GIAC. GIAC shall reject any application that is submitted by or on behalf of a Principal, his agents, brokers and Field Representatives Broker not appropriately licensed as required by paragraph 3 of this Agreement. 6. The Principal, his agents, brokers and Field Representatives Broker shall not make any statements concerning PAL and VUL except those that are contained in the current prospectuses for PAL and VUL and the prospectuses for their underlying variable investment options and they shall not solicit for applications or make sales through the use of mailings, advertisements or sales literature or any other method of contact unless the material or a complete description of the method has been filed with the NASD and received written approval Approval of GISC from a Registered Principal whose office is located in a GISC Office of Supervisory Jurisdiction as that term is defined by NASD rules. 7. In connection with the PrincipalBroker's appointment as a GIAC General Agent for the purpose set forth in paragraph 2 above, the entire Guardian Life GA Broker Agreement referred to above and attached hereto as the Exhibit, including all compensation adjustment and service fee provisions, is incorporated herein by reference. Guardian Life GA Agreement compensation provisions that do not apply to PAL and VUL are as noted below. All references to "Company" within the Guardian Life GA Broker Agreement shall apply with full force and effect to GIAC. Additionally, the Registered Representative's Agreement between the Principal Broker and GISC and the Agent's Agreement between the Principal Broker and GIAC are incorporated herein by reference and attached hereto as Exhibits. 8. The Principal Broker shall be paid overriding commissions for sales of on PAL and VUL policies as outlined in Appendix A of this Agreement. 9. The Broker shall be paid commissions on VUL as outlined in Appendix B of this Agreement. 10. Allocation of VUL premiums and the effect thereof on compensation is described in Appendix C of this Agreement. 11. It shall be understood that this Agreement is automatically terminated if the Guardian Life Broker Agreement, GISC Registered Representative Agreement or GIAC Agent's Agreement is terminated. IT SHALL BE EXPRESSLY UNDERSTOOD BY THE BROKER THAT THIS AGREEMENT SHALL NOT BE EFFECTIVE UNLESS THE BROKER IS VALIDLY LICENSED IN ACCORDANCE WITH THE REQUIREMENTS OF THE JURISDICTIONS WHERE SOLICITATIONS FOR PAL AND VUL POLICIES OCCUR.

Decreases In Coverage. A coverage decrease will be applied to a last previous coverage increase, if any, or to the initial coverage should no coverage increase have taken place. Such decrease will serve to reduce target premium for the full period so that any regular compensation on subsequent premium received will be based on APPENDIX C (CONTINUED) lower target premium (i.e. The total of renewal compensation payable will be based on nine APPENDIX C (CONTINUED) times the lower target premium). Any premium amount applied over such lower target premium will be compensated at excess rates for policy years 2 through 10 and at service fee rates for policy years 11 and greater. First year compensation will be paid on coverage increases only to the extent such increases should exceed previous coverage decreases. THE GUARDIAN INSURANCE & ANNUITY COMPANY, INC. FIELD REPRESENTATIVE AGREEMENT OF GENERAL AGENCY Agreement made this _________ day of ____________, 19___ by and between The Guardian Insurance & Annuity Company, Inc. ("GIAC"), a Delaware corporation and a wholly-owned subsidiary of The Guardian Life Insurance Company of America ("Guardian Life"), having its Principal principal office located at 000 Xxxx Xxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx, 00000 and ___________________ ("PrincipalField Representative"). . 1. The undersigned Principal is presently a General Agent Field Representative of Guardian Life in accordance with an a Field Representative Agreement of General Agency bearing an effective date of _______________ _____("Guardian Life GA FR Agreement"). 2. GIAC hereby appoints the Principal a General Agent of GIAC Field Representative for the limited purpose of conducting and overseeing the business relating to soliciting applications for GIAC's Variable Whole Life Insurance Policies with Modified Scheduled Premiums marketed under the name Park Avenue Life ("PAL") and GIAC's Flexible Premium Variable Universal Life policy Policies marketed under the name Park Avenue VUL ("VUL"). There may be one or more policies marketed under the PAL name and, where name. Where necessary or appropriate, this Agreement will distinguish between them by appending the year of introduction. Currently, there are two policies marketed under this name - -- "PAL `95 and PAL `97." 3. The Principal Field Representative shall at all times be associated with Guardian Investor Services Corporation corporation ("GISC"), a Broker-Dealer registered with the Securities and Exchange Commission ("SEC") and a member of the National Association of Securities Dealers, Inc. ("NASD") as an NASD Registered Representative or NASD Registered Principal and, if the particular jurisdiction requires, shall be licensed or registered as a securities agent of GISC. The Principal Field Representative must at all times be validly licensed, registered or appointed by GIAC as a variable contracts agent in accordance with the requirements of the jurisdiction where solicitations for PAL and VUL contracts occur. The Principal, his agents, brokers and Field Representatives Representative may solicit for and sell PAL and VUL contracts in any jurisdiction where such contracts are filed and approved for sale by the governmental authorities having jurisdiction, provided the Principal, his agents, brokers and Field Representatives are all Representative is validly licensed, registered or otherwise qualified as required for the solicitation and sale of the PAL and VUL contracts in such jurisdictions. 4. To the extent applicable, the Principal Field Representative shall comply strictly with: (a) the laws, rules and regulations of all jurisdictions (state and local) in which the Principal, his agents, brokers and Field Representatives solicit Representative solicits applications for and sell sells PAL and VUL contracts; (b) federal laws and the rules and rules, regulations of the SEC; (c) the rules of the NASD; (d) the rules and procedures of GISC, and (e) the rules and procedures of GIAC. The Principal Field Representative understands that failure to comply with such laws, rules, regulations and procedures may result in disciplinary action against the Principal Field Representative by the SEC, a state or other local regulatory agency that has jurisdiction, the NASD, GISC or and GIAC. Before any solicitations or sales of PAL and VUL are made, the Principal Field Representative shall become familiar with and abide by the laws, rules, regulations and procedures of all of the above mentioned agencies or parties as are currently in effect and as they may be changed from time to time. 5. The Principal Field Representative shall have all applications for PAL and VUL accurately completed or reviewed and signed by the applicant and shall submit the applications to GIAC through GISC together with all payments received from applicants without any reductions. The Principal, his agents, brokers and Field Representatives Representative shall cause all checks or orders for PAL and VUL to be made payable to GIAC. GIAC shall reject any application that is submitted by or on behalf of a Principal, his agents, brokers and Field Representatives Representative not appropriately licensed as required by paragraph 3 of this Agreement. 6. The Principal, his agents, brokers and Field Representatives Representative shall not make any statements concerning PAL and VUL except those that are contained in the current prospectuses for PAL and VUL and the prospectuses for their underlying variable investment options and they shall not solicit for applications or make sales through the use of mailings, advertisements or sales literature or any other method of contact unless the material or a complete description of the method has been filed with the NASD and received written approval Approval of GISC from a Registered Principal whose office is located in a GISC Office of Supervisory Jurisdiction as that term is defined by NASD rules. 7. In connection with the Principal's appointment of the undersigned as a GIAC General Agent Field Representative for the purpose set forth in paragraph 2 above, the entire Guardian Life GA FR Agreement referred to above and attached hereto as the Exhibit, including all compensation adjustment and service fee provisions, is incorporated herein by reference. Guardian Life GA FR Agreement compensation provisions that do not apply to PAL and VUL are as noted below. All references to "Company" within the Guardian Life GA Agency Agreement shall apply with full force and effect to GIAC. Additionally, the Registered Representative's Agreement between the Principal Field Representative and GISC and the Agent's Agreement between the Principal Field Representative and GIAC are incorporated herein by reference and attached hereto as Exhibits. 8. The Principal shall be paid overriding commissions for sales of Field Representative compensation on PAL and VUL policies as outlined is described in Appendix A of the Agreement. 9. Field Representative compensation on VUL is described in Appendix B of this Agreement. 10. Allocation of VUL premiums and the effect thereof on compensation is described in Appendix C of this Agreement. 11. This Agreement may be terminated as outlined in Paragraph 14 of the Guardian Life FR Agreement. In addition, it shall be automatically terminated if the Guardian Life FR Agreement, GISC Registered Representative Agreement or GIAC Agent's Agreement is terminated. IT SHALL BE EXPRESSLY UNDERSTOOD BY THE FIELD REPRESENTATIVE THAT THIS AGREEMENT SHALL NOT BE EFFECTIVE UNLESS THE FIELD REPRESENTATIVE IS VALIDLY LICENSED IN ACCORDANCE WITH THE REQUIREMENTS OF THE JURISDICTIONS WHERE SOLICITATIONS FOR PAL AND VUL POLICIES OCCUR.

Decreases In Coverage. A coverage decrease will be applied to a last previous coverage increase, if any, or to the initial coverage should no coverage increase have taken place. Such decrease will serve to reduce target premium for the full period so that any regular APPENDIX C (CONTINUED) compensation on subsequent premium received will be based on APPENDIX C (CONTINUED) lower target premium (i.e. The total of renewal compensation payable will be based on nine times the lower target premium). Any premium amount applied over such lower target premium will be compensated at excess rates for policy years 2 through 10 and at service fee rates for policy years 11 and greater. First year compensation will be paid on coverage increases only to the extent such increases should exceed previous coverage decreases. THE GUARDIAN INSURANCE & ANNUITY COMPANY, INC. FIELD REPRESENTATIVE AGREEMENT OF GENERAL AGENCY Agreement made this _________ day of ____________, 19___ by and between The Guardian Insurance & Annuity Company, Inc. ("GIAC"), a Delaware corporation and a wholly-owned subsidiary of The Guardian Life Insurance Company of America ("Guardian Life"), having its Principal principal office located at 000 Xxxx Xxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx, 00000 and ___________________ ("PrincipalField Representative"). . 1. The undersigned Principal is presently a General Agent Field Representative of Guardian Life in accordance with an a Field Representative Agreement of General Agency bearing an effective date of ___________________ ("Guardian Life GA FR Agreement"). 2. GIAC hereby appoints the Principal a General Agent of GIAC Field Representative for the limited purpose of conducting and overseeing the business relating to soliciting applications for GIAC's Variable Whole Life Insurance Policies with Modified Scheduled Premiums marketed under the name Park Avenue Life ("PAL") and GIAC's Flexible Premium Variable Universal Life policy Policies marketed under the name Park Avenue VUL ("VUL"). There may be one or more policies marketed under the PAL name and, where name. Where necessary or appropriate, this Agreement will distinguish between them by appending the year of introduction. Currently, there are two policies marketed under this name - -- "PAL `95 and PAL `97." 3. The Principal Field Representative shall at all times be associated with Guardian Investor Services Corporation corporation ("GISC"), a Broker-Dealer registered with the Securities and Exchange Commission ("SEC") and a member of the National Association of Securities Dealers, Inc. ("NASD") as an NASD Registered Representative or NASD Registered Principal and, if the particular jurisdiction requires, shall be licensed or registered as a securities agent of GISC. The Principal Field Representative must at all times be validly licensed, registered or appointed by GIAC as a variable contracts agent in accordance with the requirements of the jurisdiction where solicitations for PAL and VUL contracts occur. The Principal, his agents, brokers and Field Representatives Representative may solicit for and sell PAL and VUL contracts in any jurisdiction where such contracts are filed and approved for sale by the governmental authorities having jurisdiction, provided the Principal, his agents, brokers and Field Representatives are all Representative is validly licensed, registered or otherwise qualified as required for the solicitation and sale of the PAL and VUL contracts in such jurisdictions. 4. To the extent applicable, the Principal Field Representative shall comply strictly with: (a) the laws, rules and regulations of all jurisdictions (state and local) in which the Principal, his agents, brokers and Field Representatives solicit Representative solicits applications for and sell sells PAL and VUL contracts; (b) federal laws and the rules and rules, regulations of the SEC; (c) the rules of the NASD; (d) the rules and procedures of GISC, and (e) the rules and procedures of GIAC. The Principal Field Representative understands that failure to comply with such laws, rules, regulations and procedures may result in disciplinary action against the Principal Field Representative by the SEC, a state or other local regulatory agency that has jurisdiction, the NASD, GISC or and GIAC. Before any solicitations or sales of PAL and VUL are made, the Principal Field Representative shall become familiar with and abide by the laws, rules, regulations and procedures of all of the above mentioned agencies or parties as are currently in effect and as they may be changed from time to time. 5. The Principal Field Representative shall have all applications for PAL and VUL accurately completed or reviewed and signed by the applicant and shall submit the applications to GIAC through GISC together with all payments received from applicants without any reductions. The Principal, his agents, brokers and Field Representatives Representative shall cause all checks or orders for PAL and VUL to be made payable to GIAC. GIAC shall reject any application that is submitted by or on behalf of a Principal, his agents, brokers and Field Representatives Representative not appropriately licensed as required by paragraph 3 of this Agreement. 6. The Principal, his agents, brokers and Field Representatives Representative shall not make any statements concerning PAL and VUL except those that are contained in the current prospectuses for PAL and VUL and the prospectuses for their underlying variable investment options and they shall not solicit for applications or make sales through the use of mailings, advertisements or sales literature or any other method of contact unless the material or a complete description of the method has been filed with the NASD and received written approval Approval of GISC from a Registered Principal whose office is located in a GISC Office of Supervisory Jurisdiction as that term is defined by NASD rules. 7. In connection with the Principal's appointment of the undersigned as a GIAC General Agent Field Representative for the purpose set forth in paragraph 2 above, the entire Guardian Life GA FR Agreement referred to above and attached hereto as the Exhibit, including all compensation adjustment and service fee provisions, is incorporated herein by reference. Guardian Life GA FR Agreement compensation provisions that do not apply to PAL and VUL are as noted below. All references to "Company" within the Guardian Life GA Agency Agreement shall apply with full force and effect to GIAC. Additionally, the Registered Representative's Agreement between the Principal Field Representative and GISC and the Agent's Agreement between the Principal Field Representative and GIAC are incorporated herein by reference and attached hereto as Exhibits. 8. The Principal shall be paid overriding commissions for sales of Field Representative compensation on PAL and VUL policies as outlined is described in Appendix A of the Agreement. 9. Field Representative compensation on VUL is described in Appendix B of this Agreement. 10. Allocation of VUL premiums and the effect thereof on compensation is described in Appendix C of this Agreement. 11. This Agreement may be terminated as outlined in Paragraph 14 of the Guardian Life FR Agreement. In addition, it shall be automatically terminated if the Guardian Life FR Agreement, GISC Registered Representative Agreement or GIAC Agent's Agreement is terminated. IT SHALL BE EXPRESSLY UNDERSTOOD BY THE FIELD REPRESENTATIVE THAT THIS AGREEMENT SHALL NOT BE EFFECTIVE UNLESS THE FIELD REPRESENTATIVE IS VALIDLY LICENSED IN ACCORDANCE WITH THE REQUIREMENTS OF THE JURISDICTIONS WHERE SOLICITATIONS FOR PAL AND VUL POLICIES OCCUR.

Decreases In Coverage. A coverage decrease will be applied to a last previous coverage increase, if any, or to the initial coverage should no coverage increase have taken place. Such decrease will serve to reduce target premium for the full period so that any regular APPENDIX C (CONTINUED) compensation on subsequent premium received will be based on APPENDIX C (CONTINUED) lower target premium (i.e. The total of renewal compensation payable will be based on nine times the lower target premium). Any premium amount applied over such lower target premium will be compensated at excess rates for policy years 2 through 10 and at service fee rates for policy years 11 and greater. First year compensation will be paid on coverage increases only to the extent such increases should exceed previous coverage decreases. THE GUARDIAN INSURANCE & ANNUITY COMPANY, INC. FIELD REPRESENTATIVE AGREEMENT OF GENERAL AGENCY Agreement made this _________ day of ____________, 19___ by and between The Guardian Insurance & Annuity Company, Inc. ("GIAC"), a Delaware corporation and a wholly-owned subsidiary of The Guardian Life Insurance Company of America ("Guardian Life"), having its Principal principal office located at 000 Xxxx Xxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx, 00000 and ___________________ ("PrincipalField Representative"). . 1. The undersigned Principal is presently a General Agent Field Representative of Guardian Life in accordance with an a Field Representative Agreement of General Agency bearing an effective date of _______________ _____("Guardian Life GA FR Agreement"). 2. GIAC hereby appoints the Principal a General Agent of GIAC Field Representative for the limited purpose of conducting and overseeing the business relating to soliciting applications for GIAC's Variable Whole Life Insurance Policies with Modified Scheduled Premiums marketed under the name Park Avenue Life ("PAL") and GIAC's Flexible Premium Variable Universal Life policy Policies marketed under the name Park Avenue VUL ("VUL"). There may be one or more policies marketed under the PAL name and, where name. Where necessary or appropriate, this Agreement will distinguish between them by appending the year of introduction. Currently, there are two policies marketed under this name - -- "PAL `95 and PAL `97." 3. The Principal Field Representative shall at all times be associated with Guardian Investor Services Corporation corporation ("GISC"), a Broker-Dealer registered with the Securities and Exchange Commission ("SEC") and a member of the National Association of Securities Dealers, Inc. ("NASD") as an NASD Registered Representative or NASD Registered Principal and, if the particular jurisdiction requires, shall be licensed or registered as a securities agent of GISC. The Principal Field Representative must at all times be validly licensed, registered or appointed by GIAC as a variable contracts agent in accordance with the requirements of the jurisdiction where solicitations for PAL and VUL contracts occur. The Principal, his agents, brokers and Field Representatives Representative may solicit for and sell PAL and VUL contracts in any jurisdiction where such contracts are filed and approved for sale by the governmental authorities having jurisdiction, provided the Principal, his agents, brokers and Field Representatives are all Representative is validly licensed, registered or otherwise qualified as required for the solicitation and sale of the PAL and VUL contracts in such jurisdictions. 4. To the extent applicable, the Principal Field Representative shall comply strictly with: (a) the laws, rules and regulations of all jurisdictions (state and local) in which the Principal, his agents, brokers and Field Representatives solicit Representative solicits applications for and sell sells PAL and VUL contracts; (b) federal laws and the rules and rules, regulations of the SEC; (c) the rules of the NASD; (d) the rules and procedures of GISC, and (e) the rules and procedures of GIAC. The Principal Field Representative understands that failure to comply with such laws, rules, regulations and procedures may result in disciplinary action against the Principal Field Representative by the SEC, a state or other local regulatory agency that has jurisdiction, the NASD, GISC or and GIAC. Before any solicitations or sales of PAL and VUL are made, the Principal Field Representative shall become familiar with and abide by the laws, rules, regulations and procedures of all of the above mentioned agencies or parties as are currently in effect and as they may be changed from time to time. 5. The Principal Field Representative shall have all applications for PAL and VUL accurately completed or reviewed and signed by the applicant and shall submit the applications to GIAC through GISC together with all payments received from applicants without any reductions. The Principal, his agents, brokers and Field Representatives Representative shall cause all checks or orders for PAL and VUL to be made payable to GIAC. GIAC shall reject any application that is submitted by or on behalf of a Principal, his agents, brokers and Field Representatives Representative not appropriately licensed as required by paragraph 3 of this Agreement. 6. The Principal, his agents, brokers and Field Representatives Representative shall not make any statements concerning PAL and VUL except those that are contained in the current prospectuses for PAL and VUL and the prospectuses for their underlying variable investment options and they shall not solicit for applications or make sales through the use of mailings, advertisements or sales literature or any other method of contact unless the material or a complete description of the method has been filed with the NASD and received written approval Approval of GISC from a Registered Principal whose office is located in a GISC Office of Supervisory Jurisdiction as that term is defined by NASD rules. 7. In connection with the Principal's appointment of the undersigned as a GIAC General Agent Field Representative for the purpose set forth in paragraph 2 above, the entire Guardian Life GA FR Agreement referred to above and attached hereto as the Exhibit, including all compensation adjustment and service fee provisions, is incorporated herein by reference. Guardian Life GA FR Agreement compensation provisions that do not apply to PAL and VUL are as noted below. All references to "Company" within the Guardian Life GA Agency Agreement shall apply with full force and effect to GIAC. Additionally, the Registered Representative's Agreement between the Principal Field Representative and GISC and the Agent's Agreement between the Principal Field Representative and GIAC are incorporated herein by reference and attached hereto as Exhibits. 8. The Principal shall be paid overriding commissions for sales of Field Representative compensation on PAL and VUL policies as outlined is described in Appendix A of the Agreement. 9. Field Representative compensation on VUL is described in Appendix B of this Agreement. 10. Allocation of VUL premiums and the effect thereof on compensation is described in Appendix C of this Agreement. 11. This Agreement may be terminated as outlined in Paragraph 14 of the Guardian Life FR Agreement. In addition, it shall be automatically terminated if the Guardian Life FR Agreement, GISC Registered Representative Agreement or GIAC Agent's Agreement is terminated. IT SHALL BE EXPRESSLY UNDERSTOOD BY THE FIELD REPRESENTATIVE THAT THIS AGREEMENT SHALL NOT BE EFFECTIVE UNLESS THE FIELD REPRESENTATIVE IS VALIDLY LICENSED IN ACCORDANCE WITH THE REQUIREMENTS OF THE JURISDICTIONS WHERE SOLICITATIONS FOR PAL AND VUL POLICIES OCCUR.

Decreases In Coverage. A coverage decrease will be applied to a last previous coverage increase, if any, or to the initial coverage should no coverage increase have taken place. Such APPENDIX C (CONTINUED) decrease will serve to reduce target premium for the full period so that any regular compensation on subsequent premium received will be based on APPENDIX C (CONTINUED) lower target premium (i.e. The total of renewal compensation payable will be based on nine times the lower target premium). Any premium amount applied over such lower target premium will be compensated at excess rates for policy years 2 through 10 and at service fee rates for policy years 11 and greater. First year compensation will be paid on coverage increases only to the extent such increases should exceed previous coverage decreases. THE GUARDIAN INSURANCE & ANNUITY COMPANY, INC. AGREEMENT OF GENERAL AGENCY Agreement made this _________ day of ____________, 19___ by and between The Guardian Insurance & Annuity Company, Inc. ("GIAC"), a Delaware corporation and a wholly-owned subsidiary of The Guardian Life Insurance Company of America ("Guardian Life"), having its Principal office located at 000 Xxxx Xxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx, 00000 and ________________ ("Principal"). 1. The undersigned Principal is presently a General Agent of Guardian Life in accordance with an Agreement of General Agency bearing an effective date of _______________ ("Guardian Life GA Agreement"). 2. GIAC hereby appoints the Principal a General Agent of GIAC for the limited purpose of conducting and overseeing the business relating to GIAC's Variable Whole Life Insurance Policies with Modified Scheduled Premiums marketed under the name Park Avenue Life ("PAL") and GIAC's Flexible Premium Variable Universal Life policy marketed under the name Park Avenue VUL ("VUL"). There may be one or more policies marketed under the PAL name and, where necessary or appropriate, this Agreement will distinguish between them by appending the year of introduction. Currently, there are two policies marketed under this name - "PAL `95 and PAL `97." 3. The Principal shall at all times be associated with Guardian Investor Services Corporation ("GISC"), a Broker-Dealer registered with the Securities and Exchange Commission ("SEC") and a member of the National Association of Securities Dealers, Inc. ("NASD") as an NASD Registered Representative or NASD Registered Principal and, if the particular jurisdiction requires, shall be licensed or registered as a securities agent of GISC. The Principal must at all times be validly licensed, registered or appointed by GIAC as a variable contracts agent in accordance with the requirements of the jurisdiction where solicitations for PAL and VUL contracts occur. The Principal, his agents, brokers and Field Representatives may solicit for and sell PAL and VUL contracts in any jurisdiction where such contracts are filed and approved for sale by the governmental authorities having jurisdiction, provided the Principal, his agents, brokers and Field Representatives are all validly licensed, registered or otherwise qualified as required for the solicitation and sale of the PAL and VUL contracts in such jurisdictions. 4. To the extent applicable, the Principal shall comply strictly with: (a) the laws, rules and regulations of all jurisdictions (state and local) in which the Principal, his agents, brokers and Field Representatives solicit applications for and sell PAL and VUL contracts; (b) federal laws and the rules and regulations of the SEC; (c) the rules of the NASD; (d) the rules and procedures of GISC, and (e) the rules and procedures of GIAC. The Principal understands that failure to comply with such laws, rules, regulations and procedures may result in disciplinary action against the Principal by the SEC, a state or other local regulatory agency that has jurisdiction, the NASD, GISC or GIAC. Before any solicitations or sales of PAL and VUL are made, the Principal shall become familiar with and abide by the laws, rules, regulations and procedures of all the above mentioned agencies or parties as are currently in effect and as they may be changed from time to time. 5. The Principal shall have all applications for PAL and VUL accurately completed or reviewed and signed by the applicant and shall submit the applications to GIAC through GISC together with all payments received from applicants without any reductions. The Principal, his agents, brokers and Field Representatives shall cause all checks or orders for PAL and VUL to be made payable to GIAC. GIAC shall reject any application that is submitted by or on behalf of a Principal, his agents, brokers and Field Representatives not appropriately licensed as required by paragraph 3 of this Agreement. 6. The Principal, his agents, brokers and Field Representatives shall not make any statements concerning PAL and VUL except those that are contained in the current prospectuses for PAL and VUL and the prospectuses for their underlying variable investment options and they shall not solicit for applications or make sales through the use of mailings, advertisements or sales literature or any other method of contact unless the material or a complete description of the method has been filed with the NASD and received written approval of GISC from a Registered Principal whose office is located in a GISC Office of Supervisory Jurisdiction as that term is defined by NASD rules. 7. In connection with the Principal's appointment as a GIAC General Agent for the purpose set forth in paragraph 2 above, the entire Guardian Life GA Agreement referred to above and attached hereto as the Exhibit, including all compensation adjustment provisions, is incorporated herein by reference. Guardian Life GA Agreement compensation provisions that do not apply to PAL and VUL are as noted below. All references to "Company" within the Guardian Life GA Agreement shall apply with full force and effect to GIAC. Additionally, the Registered Representative's Agreement between the Principal and GISC and the Agent's Agreement between the Principal and GIAC are incorporated herein by reference and attached hereto as Exhibits. 8. The Principal shall be paid overriding commissions for sales of PAL and VUL policies as outlined in Appendix A of this Agreement.

Decreases In Coverage. A coverage decrease will be applied to a last previous coverage increase, if any, or to the initial coverage should no coverage increase have taken place. Such decrease will serve to reduce target premium for the full period so that any regular compensation on subsequent premium received will be based on APPENDIX C (CONTINUED) lower target premium (i.e. The total of renewal compensation payable will be APPENDIX D (CONTINUED) based on nine times the lower target premium). Any premium amount applied over such lower target premium will be compensated at excess rates for policy years 2 through 10 and at service fee rates for policy years 11 and greater. First year compensation will be paid on coverage increases only to the extent such increases should exceed previous coverage decreases. THE GUARDIAN INSURANCE & ANNUITY COMPANY, INC. MEMORANDUM OF AGREEMENT OF GENERAL AGENCY Agreement made this _________ day of ____________, 19___ by and between The Guardian Insurance & Annuity Company, Inc. ("GIAC"), a Delaware corporation and a wholly-owned subsidiary of The Guardian Life Insurance Company of America ("Guardian Life"), having its Principal office located at 000 Xxxx Xxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx, 00000 and ________________ ("PrincipalAGENT"). 1. The undersigned Principal Agent is presently a General Agent Career Development Manager ("CDM") of Guardian Life in accordance with an a Memorandum of Agreement of General Agency bearing an effective date of _______________ ("Guardian Life GA CDM Agreement"). 2. GIAC hereby appoints the Principal a General Agent CDM of GIAC for the limited purpose of conducting and overseeing the business relating to GIAC's Variable Whole Life Insurance Policies with Modified Scheduled Premiums marketed under the name Park Avenue Life ("PAL") and GIAC's Flexible Premium Variable Universal Life policy marketed under the name Park Avenue VUL ("VUL"). There may be one or more policies marketed under the PAL name and, where necessary or appropriate, this Agreement will distinguish between them by appending the year of introduction. Currently, there are two policies marketed under this name - -- "PAL `95 and PAL `97." 3. The Principal CDM shall at all times be associated with Guardian Investor Services Corporation ("GISC"), a Broker-Dealer registered with the Securities and Exchange Commission ("SEC") and a member of the National Association of Securities Dealers, Inc. ("NASD") as an NASD Registered Representative or NASD Registered Principal and, if the particular jurisdiction requires, shall be licensed or registered as a securities agent of GISC. The Principal CDM must at all times be validly licensed, registered or appointed by GIAC as a variable contracts agent in accordance with the requirements of the jurisdiction where solicitations for PAL and VUL contracts occur. The PrincipalCDM, his agents, brokers and Field Representatives may solicit for and sell PAL and VUL contracts in any jurisdiction where such contracts are filed and approved for sale by the governmental authorities having jurisdiction, provided the PrincipalCDM, his agents, brokers and Field Representatives are all validly licensed, registered or otherwise qualified as required for the solicitation and sale of the PAL and VUL contracts in such jurisdictions. 4. To the extent applicable, the Principal CDM shall comply strictly with: (a) the laws, rules and regulations of all jurisdictions (state and local) in which the PrincipalCDM, his agents, brokers and Field Representatives solicit applications for and sell PAL and VUL contracts; (b) federal laws and the rules and regulations of the SEC; (c) the rules of the NASD; (d) the rules and procedures of GISC, and (e) the rules and procedures of GIAC. The Principal CDM understands that failure to comply with such laws, rules, regulations and procedures may result in disciplinary action against the Principal CDM by the SEC, a state or other local regulatory agency that has jurisdiction, the NASD, GISC or GIAC. Before any solicitations or sales of PAL and VUL are made, the Principal CDM shall become familiar with and abide by the laws, rules, regulations and procedures of all the above mentioned agencies or parties as are currently in effect and as they may be changed from time to time. 5. The Principal CDM shall have all applications for PAL and VUL accurately completed or reviewed and signed by the applicant and shall submit the applications to GIAC through GISC together with all payments received from applicants without any reductions. The PrincipalCDM, his agents, brokers and Field Representatives shall cause all checks or orders for PAL and VUL to be made payable to GIAC. GIAC shall reject any application that is submitted by or on behalf of a PrincipalCDM, his agents, brokers and Field Representatives not appropriately licensed as required by paragraph 3 of this Agreement. 6. The PrincipalCDM, his agents, brokers and Field Representatives shall not make any statements concerning PAL and VUL except those that are contained in the current prospectuses for PAL and VUL and the prospectuses for their underlying variable investment options and they shall not solicit for applications or make sales through the use of mailings, advertisements or sales literature or any other method of contact unless the material or a complete description of the method has been filed with wit the NASD and received written approval of GISC from a Registered Principal whose office is located in a GISC Office of Supervisory Jurisdiction as that term is defined by NASD rules. 7. In connection with the Principalagent's appointment as a GIAC General Agent CDM for the purpose set forth in paragraph 2 above, the entire Guardian Life GA CDM Agreement referred to above and attached hereto as the Exhibit, including all compensation adjustment provisions, is incorporated herein by reference. Guardian Life GA CDM Agreement compensation provisions that do not apply to PAL and VUL are as noted below. All references to ` "Company" within the Guardian Life GA CDM Agreement shall apply with full force and effect to GIAC. Additionally, the Registered Representative's Agreement between the Principal CDM and GISC and the Agent's Agreement between the Principal CDM and GIAC are incorporated herein by reference and attached hereto as Exhibits. 8. The Principal CDM shall be paid overriding commissions for sales of PAL and VUL policies additional compensation as outlined in Appendix A of this Agreement and shall be paid commissions on personally produced PAL and VUL business as outlined in Appendix B of this Agreement. Allocation of VUL premiums and the effect thereof on compensation is described in Appendix C of this Agreement. 9. The CDM shall be responsible to the Company for any indebtedness that may have resulted from PAL chargebacks applied to PAL business personally produced the CDM. 10. This Agreement may be terminated as outlined in Section IV of the Guardian Life CDM Agreement. In addition, it shall be automatically terminated if the Guardian Life CDM Agreement, GISC Registered Representative Agreement or GIAC Agent's Agreement is terminated. IT SHALL BE EXPRESSLY UNDERSTOOD BY THE AGENT THAT THIS AGREEMENT SHALL NOT BE EFFECTIVE UNLESS THE AGENT IS VALIDLY LICENSED IN ACCORDANCE WITH THE REQUIREMENTS OF THE JURISDICTIONS WHERE SOLICITATIONS BY THE CDM AND THE AGENTS, BROKERS AND FIELD REPRESENTATIVES OF THE CDM FOR PAL AND VUL POLICIES OCCUR.

Decreases In Coverage. A coverage decrease will be applied to a last previous coverage increase, if any, or to the initial coverage should no coverage increase have taken place. Such decrease will serve to reduce target premium for the full period so that any regular compensation on subsequent premium received will be based on APPENDIX C (CONTINUED) lower target premium (i.e. The total of renewal compensation payable will be based on nine APPENDIX C (CONTINUED) times the lower target premium). Any premium amount applied over such lower target premium will be compensated at excess rates for policy years 2 through 10 and at service fee rates for policy years 11 and greater. First year compensation will be paid on coverage increases only to the extent such increases should exceed previous coverage decreases. THE GUARDIAN INSURANCE & ANNUITY COMPANY, INC. BROKERAGE AGREEMENT OF GENERAL AGENCY Agreement made this _________ day of ________by and between ____, 19___ by and between The Guardian Insurance & Annuity Company, Inc. ("GIAC"), a Delaware corporation and a wholly-owned subsidiary of The Guardian Life Insurance Company of America ("Guardian Life"), having its Principal office located at 000 Xxxx Xxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx, 00000 and ________________ ("Principal") and __________________ ("Broker"). 1. The undersigned Principal is presently a General Agent of Guardian Life Broker in accordance with an a Brokerage Agreement ("Guardian Life Broker Agreement") with the Principal named above, endorsed by The Guardian Life Insurance Company of General Agency America ("Guardian Life") and bearing an effective date of _______________ ("Guardian Life GA Agreement")___. 2. GIAC The Principal hereby appoints the Principal Broker with the endorsement of The Guardian Insurance & Annuity Company, Inc. (GIAC), a General Agent Delaware Corporation and a wholly-owned subsidiary of GIAC Guardian Life, for the limited purpose of conducting and overseeing the business relating to soliciting applications for GIAC's Variable Whole Life Insurance Policies with Modified Scheduled Premiums marketed under the name Park Avenue Life ("PAL") and GIAC's Flexible Premium Variable Universal Life policy Policies marketed under the name Park Avenue VUL ("VUL"). There may be one or more policies marketed under the PAL name and, where name. Where necessary or appropriate, this Agreement will distinguish between them by appending the year of introduction. Currently, there are two policies marketed under this name - "PAL `95 and PAL `97." 3. The Principal Broker shall at all times be associated with Guardian Investor Services Corporation corporation ("GISC"), a Broker-Dealer registered with the Securities and Exchange Commission ("SEC") and a member of the National Association of Securities Dealers, Inc. ("NASD") as an NASD Registered Representative or NASD Registered Principal and, if the particular jurisdiction requires, shall be licensed or registered as a securities agent of GISC. The Principal Broker must at all times be validly licensed, registered or appointed by GIAC as a variable contracts agent in accordance with the requirements of the jurisdiction where solicitations for PAL and VUL contracts occur. The Principal, his agents, brokers and Field Representatives Broker may solicit for and sell PAL and VUL contracts in any jurisdiction where such contracts are filed and approved for sale by the governmental authorities having jurisdiction, provided the Principal, his agents, brokers and Field Representatives are all Broker is validly licensed, registered or otherwise qualified as required for the solicitation and sale of the PAL and VUL contracts in such jurisdictions. 4. To the extent applicable, the Principal Broker shall comply strictly withwith : (a) the laws, rules and regulations of all jurisdictions (state and local) in which the Principal, his agents, brokers and Field Representatives solicit Broker solicits applications for and sell sells PAL and VUL contracts; (b) federal laws and the rules and rules, regulations of the SEC; (c) the rules of the NASD; (d) the rules and procedures of GISC, and (e) the rules and procedures of GIAC. The Principal Broker understands that failure to comply with such laws, rules, regulations and procedures may result in disciplinary action against the Principal Broker by the SEC, a state or other local regulatory agency that has jurisdiction, the NASD, GISC or and GIAC. Before any solicitations or sales of PAL and VUL are made, the Principal Broker shall become familiar with and abide by the laws, rules, regulations and procedures of all of the above mentioned agencies or parties as are currently in effect and as they may be changed from time to time. 5. The Principal Broker shall have all applications for PAL and VUL accurately completed or reviewed and signed by the applicant and shall submit the applications to GIAC through GISC together with all payments received from applicants without any reductions. The Principal, his agents, brokers and Field Representatives Broker shall cause all checks or orders for PAL and VUL to be made payable to GIAC. GIAC shall reject any application that is submitted by or on behalf of a Principal, his agents, brokers and Field Representatives Broker not appropriately licensed as required by paragraph 3 of this Agreement. 6. The Principal, his agents, brokers and Field Representatives Broker shall not make any statements concerning PAL and VUL except those that are contained in the current prospectuses for PAL and VUL and the prospectuses for their underlying variable investment options and they shall not solicit for applications or make sales through the use of mailings, advertisements or sales literature or any other method of contact unless the material or a complete description of the method has been filed with the NASD and received written approval Approval of GISC from a Registered Principal whose office is located in a GISC Office of Supervisory Jurisdiction as that term is defined by NASD rules. 7. In connection with the PrincipalBroker's appointment as a GIAC General Agent for the purpose set forth in paragraph 2 above, the entire Guardian Life GA Broker Agreement referred to above and attached hereto as the Exhibit, including all compensation adjustment and service fee provisions, is incorporated herein by reference. Guardian Life GA Agreement compensation provisions that do not apply to PAL and VUL are as noted below. All references to "Company" within the Guardian Life GA Broker Agreement shall apply with full force and effect to GIAC. Additionally, the Registered Representative's Agreement between the Principal Broker and GISC and the Agent's Agreement between the Principal Broker and GIAC are incorporated herein by reference and attached hereto as Exhibits. 8. The Principal Broker shall be paid overriding commissions for sales of on PAL and VUL policies as outlined in Appendix A of this Agreement. 9. The Broker shall be paid commissions on VUL as outlined in Appendix B of this Agreement. 10. Allocation of VUL premiums and the effect thereof on compensation is described in Appendix C of this Agreement. 11. It shall be understood that this Agreement is automatically terminated if the Guardian Life Broker Agreement, GISC Registered Representative Agreement or GIAC Agent's Agreement is terminated. IT SHALL BE EXPRESSLY UNDERSTOOD BY THE BROKER THAT THIS AGREEMENT SHALL NOT BE EFFECTIVE UNLESS THE BROKER IS VALIDLY LICENSED IN ACCORDANCE WITH THE REQUIREMENTS OF THE JURISDICTIONS WHERE SOLICITATIONS FOR PAL AND VUL POLICIES OCCUR.