1
EXHIBIT 10(m)(2)
AMENDMENT TO
ADMINISTRATIVE SERVICES AGREEMENT
The Administrative Services Agreement ("Agreement") as entered into on May 29,
1998 between Transamerica Life Insurance and Annuity Company, ("Transamerica"),
a North Carolina corporation, and Legacy Marketing Group, ("LMG"), a California
corporation, is hereby amended, effective May 29, 1998, as follows:
ADD TO 3. HOLD HARMLESS AND INDEMNIFICATION:
3.1
(f) In addition to the foregoing, LMG shall indemnify and
hold harmless Transamerica from and against any tax,
interest or penalties imposed by the IRS or any state or
local taxing authority on Transamerica, as well as any
liability Transamerica may incur to Policyholders caused
by or relating to LMG's failure to properly apply the
rules under IRC Section 72, or its failure to: (i)
deposit the correct amount of income tax withholding on
time; (ii) issue timely information returns; (iii)
correctly process tax related transactions related to
non-resident aliens; and (iv) correctly process tax
related transactions related to death claims.
ADD TO 7. GENERAL PROVISIONS:
7.17 Section 9.2 shall also be deemed to survive the termination of
this Agreement.
The parties agree as above.
LEGACY MARKETING GROUP
By /s/ R. XXXXXXX XXXXX
------------------------------------
Title President
---------------------------------
Date 6/9/98
----------------------------------
TRANSAMERICA LIFE INSURANCE AND ANNUITY COMPANY
By /s/ XXXXXXX X. XXXXX
------------------------------------
Title Vice President
---------------------------------
Date June 3, 1998
----------------------------------
