AMENDMENT NO. 2 December 1, 2006 PRINCIPAL UNDERWRITER’S AGREEMENT
AMENDMENT
NO. 2
December
1, 2006
This
Principal Underwriter’s Agreement dated April 1, 2002 (the “Agreement”) by and
between Sun Life Assurance Company of Canada (U.S.) (“Sun Life (U.S.)”) and
Clarendon Insurance Agency, Inc. (“Clarendon”) is hereby amended as
follows:
Section
V. of the Agreement is hereby deleted in its entirety and replaced with the
following:
V. Expense
Reimbursement
Sun Life
(U.S.) shall reimburse Clarendon for expenses incurred by Clarendon as the
principal underwriter of the Plans, including: (a) all necessary examination and
registration fees and other expenses of any type incurred by Clarendon with
respect to the registration with the NASD of individuals employed by or
otherwise associated with Sun Life (U.S.); (b) all necessary training and
continuing education expenses incurred by Clarendon with respect to
NASD-registered individuals who are employed by or otherwise associated with Sun
Life (U.S.); and (c) all filing fees incurred by Clarendon with respect to the
filing with the NASD of sales and advertising material for the
Plans. Within thirty (30) days after the last day of each month,
Clarendon intends to submit to Sun Life (U.S.) a detailed written statement of
charges due from Sun Life (U.S.) to Clarendon in the preceding calendar
month. Clarendon reserves the right to provide statements on a less
frequent basis, but in no event less than on a quarterly basis. Each
statement shall include charges not included in any previous statements, and any
balance payable or to be refunded as shown in the statement shall be paid or
refunded within thirty (30) days following receipt of the written statement by
Sun Life (U.S.).
All other
terms of the Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the
parties have caused this Amendment No. 2 to be executed by their respective
officers duly authorized to do so, as of the date first above
written.
Sun Life
Assurance Company of Canada (U.S.)
Xxxxxx X.
Xxxxxxx Xxxxxxx
X. Xxxxx
Vice
President and Chief Financial
Officer Vice
President, Chief Accounting
and
Treasurer Officer
and Controller
Clarendon
Insurance Agency, Inc.
Xxxxx X.
Xxxxxxxx Xxxx
X. Xxxxx
Assistant
Vice President and Tax
Officer Financial/Operations
Principal and
Treasurer
J:\GC\Regulatory\Intercompany
Agreements\Agreements & Amendments\Marketing and Sale\MSA-27 - SLUS,
Clarendon Amend. 2.doc
