EX-99.B3
GENERAL DISTRIBUTOR AGREEMENT
IT IS HEREBY AGREED by and between XXXXXXX NATIONAL LIFE INSURANCE
COMPANY ("COMPANY") and XXXXXXX NATIONAL LIFE DISTRIBUTORS, INC. ("JNLD") as
follows:
I
COMPANY proposes to issue and sell certain annuity contracts ("Annuity
Contracts") to the public through JNLD. JNLD agrees to provide sales services
subject to the terms and conditions hereof. Annuity Contracts to be sold
hereunder are any and all variable and fixed annuity contracts issued by COMPANY
and Xxxxxxx National Separate Account V (the "Separate Account"). JNLD is
registered as a broker-dealer under the Securities Exchange Act of 1934, as
amended, and is a member of the National Association of Securities Dealers, Inc.
II
COMPANY grants to JNLD the right, during the term of this Agreement,
subject to registration requirements of the relevant Federal securities laws, to
be the distributor of Annuity Contracts referred to above. JNLD will distribute
Annuity Contracts at a price to be set by COMPANY and will make such
distributions to purchasers permitted to buy such Annuity Contracts as specified
in the prospectus.
III
JNLD is hereby authorized, subject to disapproval by COMPANY, to enter
into separate agreements with broker-dealers registered under the Securities
Exchange Act of 1934, as amended, and members of the National Association of
Securities Dealers, Inc., to participate in the distribution of Annuity
Contracts as JNLD shall deem appropriate. COMPANY reserves the right to review
and accept or reject all applications for Annuity Contracts. All premium
payments for such Annuity Contracts shall be sent to the office designated for
such by COMPANY.
IV
COMPANY shall furnish JNLD with copies of such information, financial
statements and other documents requested by JNLD for use in connection with the
distribution of Annuity Contracts, as may be deemed by reasonable by COMPANY.
COMPANY shall provide to JNLD such number of copies of the currently effective
prospectus as JNLD and COMPANY shall agree upon from time to time.
V
JNLD is not authorized to give any information, or to make any
representations concerning the Separate Account or COMPANY, other than as
contained in the current registration statement or prospectus filed with the
Securities and Exchange Commission or such sales literature as may be authorized
by COMPANY.
VI
Both parties to this Agreement agree to keep necessary records as
indicated by applicable state and federal law and to render the necessary
assistance to one another for the accurate and timely preparation of such
records.
VII
Commissions payable with respect to Annuity Contracts shall be paid by
COMPANY, and nothing herein shall obligate JNLD to pay any commissions or other
remuneration to the registered representatives selling the Annuity Contracts or
to reimburse such registered representatives for expenses incurred by them, nor
shall JNLD have any interest whatsoever in any commissions or other remuneration
payable to registered representative by COMPANY.
VIII
Each party (the "Indemnifying Party") hereby agrees to release,
indemnify, and hold harmless the other party, its officers, directors,
employees, agents, servants, predecessors or successors from any claims or
liability arising out of the breach of this Agreement by the Indemnifying Party
or arising out of acts or omissions of the Indemnifying Party or its agents,
appointees, independent contractors or employees not authorized by this
Agreement, including the violation of the federal and state securities laws and
ERISA or arising from acts of misrepresentation or false declaration concerning
the products sold hereunder.
IX
This Agreement shall remain in effect unless terminated as hereinafter
provided. This Agreement shall automatically terminate in the event of its
assignment by JNLD. This Agreement may be terminated by either party hereto at
any time upon not less than 60 days' written notice to the other party.
X
All notices, requests, demands and other communications under this
Agreement shall be in writing and shall be deemed to have been given on the date
of service if served personally on the party to whom notice is to be given, or
on the date of mailing if sent by first class mail, registered or certified,
postage prepaid and properly addressed as follows:
TO COMPANY:
Xxxxxxx National Life Insurance Company
0000 Xxxxxxxxx Xxxxx
Xxxxxxx, Xxxxxxxx 00000
Attention: Xxxxxx X. Xxxxxxx
TO JNLD:
Xxxxxxx National Life Distributors, Inc.
0000 Xxxxxxxxx Xxxxx
Xxxxxxx, Xxxxxxxx 00000
Attention: Xxxxxxx X. Xxxxx
IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be signed on their behalf by their respective officers thereunto duly
authorized.
This Agreement is effective as of the 2nd day of August, 1999
XXXXXXX NATIONAL LIFE INSURANCE COMPANY
By: /s/ Xxxxxx X. Xxxxxxx
------------------------------------
Xxxxxx X. Xxxxxxx
Its: Executive Vice President and
Chief Financial Officer
XXXXXXX NATIONAL LIFE DISTRIBUTORS, INC.
By: /s/ Xxxxxxx X. Xxxxx
------------------------------------
Xxxxxxx X. Xxxxx
Its: President
