EXHIBIT 1.(3)(a)
AMENDED AND RESTATED AND RESTATED
DISTRIBUTION AND ADMINISTRATION AGREEMENT
BY AND BETWEEN
USAA LIFE INSURANCE COMPANY
AND
USAA INVESTMENT MANAGEMENT COMPANY
AMENDED AND RESTATED AND RESTATED
DISTRIBUTION AND ADMINISTRATION AGREEMENT
This Distribution and Administration Agreement (the "Agreement") made on
the 16th day of December, 1994, and amended March 30, 1998, by and between
USAA Life Insurance Company, ("USAA LIFE" or the "Company"), a Texas insurance
corporation on its own behalf and on behalf of the Separate Account of USAA
Life Insurance Company (the "Separate Account") and The Life Insurance
Separate Account of USAA Life Insurance Company (the "Life Insurance Separate
Account") as to each of which the Company is the depositor, and USAA
Investment Management Company, a registered broker-dealer and registered
investment adviser organized as a corporation under the laws of Delaware
("USAA IMCO" or the "Distributor").
RECITALS
WHEREAS, the Company has established and maintains the Separate Account,
a separate investment account pursuant to the laws of Texas, for the purpose
of funding flexible premium variable annuity contracts (the "Contract" or
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"Contracts") offered pursuant to a Registration Statement relating thereto
filed with the Securities and Exchange Commission (the "SEC" or the
"Commission") pursuant to the Securities Act of 1933, as amended (the "1933
Act"); and
WHEREAS, the Company also has established and maintains the Life
Insurance Separate Account, a separate investment account pursuant to the laws
of Texas, for the purposes of funding flexible premium variable universal life
insurance policies (the "Policy" or "Policies") to be offered after the
effectiveness of the Registration Statement relating thereto filed with the
SEC pursuant to the 1933 Act; and
WHEREAS, the Separate Account will be registered as a unit investment
trust under the Investment Company Act of 1940 (the "1940 Act"); and
WHEREAS, the Life Insurance Separate Account will be registered as a
unit investment trust under the Investment Company Act of 1940 (the "1940
Act"); and
WHEREAS, the Distributor is an affiliate of the Company, is registered
as a broker-dealer under the Securities Exchange Act of 1934 (the "1934 Act")
and under the securities laws in all 50 states, is a member of the National
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Association of Securities Dealers, Inc. ("NASD") and is authorized to offer
and sell mutual funds and variable insurance products, and is the principal
underwriter and distributor of the USAA Life Investment Trust (the "Trust"), a
Delaware business trust registered as an investment company under the 1940
Act; and
WHEREAS, the Company has extensive experience in the operation of its
insurance business and has trained personnel, equipment, and facilities for
conducting its present and future insurance operations; and
WHEREAS, the Distributor has extensive experience in the operation of
its business as registered broker-dealer and has trained (and NASD-registered)
personnel, equipment, and facilities for conducting its present and future
broker-dealer operations (the term "broker-dealer" as hereinafter used shall
include the offering, solicitation, and sale of registered securities,
broker-dealer compliance monitoring activities, and procedures associated
therewith and all activities incidental, ancillary, or complementary to the
business of a securities broker-dealer); and
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WHEREAS, premiums received from owners of Contracts ("Contractowners")
will be deposited at the Contractowner's designation in the Separate Account
and/or in the Company's general account, and the Separate Account will invest
in shares of the Trust; and
WHEREAS, premiums received from owners of Policies ("Policyowners") will
be deposited at the Policyowner's designation in the Life Insurance Separate
Account, and the Separate Account will invest in shares of the Trust; and
WHEREAS, certain personnel of the Company or its affiliates may engage,
or be deemed to be engaged, directly or indirectly, in the offering, selling,
advertising or marketing of Contracts and Policies, including without
limitation, such activities as confirming transactions as required by 1934 Act
Rule 10b-10 and maintenance of records required by 1934 Act Rules 17a-3 and
17a-4 or other SEC or NASD rules applicable to registered broker-dealers (all
Company personnel engaged in these activities, as well as all other persons
whom Section 3(a)(18) of the 1934 Act defines as associated persons of the
Distributor, are referred to herein as "Associated Persons"); and
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WHEREAS, USAA IMCO also serves as the Investment Adviser (the "Adviser")
to the Trust, the Trust is the investment medium for the Separate Account and
the Life Insurance Separate Account, USAA Life is the depositor and
administrator of the Separate Account and the Life Insurance Separate Account,
and USAA IMCO receives, as Adviser to the Trust, an advisory fee that is
detailed in a separate Investment Advisory Agreement between the Trust and
USAA IMCO; and
WHEREAS, the Company and the Distributor desire to enter into an
agreement to have the Distributor, which shall at all times function and be
deemed to be an independent contractor, act as the Company's principal
underwriter for the sale of the Contracts and Policies funded through the
Separate Account and the Life Insurance Separate Account, respectively; and
WHEREAS, the Distributor and the Company acknowledge the Company's
operations as being the best-suited to provide certain administrative
functions in connection with the Contracts and Policies, subject at all times
to the control and direction of the Distributor with respect to broker-dealer
operations.
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NOW, THEREFORE, in consideration of the mutual covenants herein
contained, and of the mutual expectations of benefit occurring from the
activities herein contemplated, the parties hereto agree as follows:
1. APPOINTMENT OF THE DISTRIBUTOR
The Company shall during the term of this Agreement take all action
which is required to cause the Contracts and Policies to comply as insurance
products, interests thereunder to comply as registered securities, and the
Separate Account and the Life Insurance Separate Account to qualify as
registered investment companies, under all applicable federal and state laws
and regulations. The Company shall immediately notify the Distributor of any
failure to comply or qualify or of any order or instruction of any regulatory,
judicial or governmental authority to cease or limit the offer or sale of the
Contracts or Policies or any of the Company's operations related thereto.
The Company appoints the Distributor and the Distributor shall act as
the exclusive principal underwriter for the sale of the Contracts and Policies
to the public, during the term of this Agreement, in each state and other
jurisdictions in which such Contracts and Policies may lawfully be sold. The
Distributor shall offer the Contracts and Policies for sale and distribution,
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but shall be under no obligation to effectuate any particular amount of sales
of Contracts or Policies. In this connection, the Distributor shall distribute
prospectuses of the Trust together with prospectuses of the Separate Account
for the Contracts and the prospectuses of the Life Insurance Separate Account,
as required by the SEC.
The Distributor in its capacity as broker-dealer will be solely
responsible for monitoring and controlling the activities of all Associated
Persons involved in the distribution and sale of the Contracts and Policies.
Applications for the Contracts and Policies shall be solicited only by
Associated Persons who are registered with the NASD as representatives of the
Distributor ("Registered Representatives"), and who are duly and appropriately
licensed or otherwise qualified to sell such Contracts and Policies in each
state or other jurisdiction. The Company shall undertake to appoint the
Distributor's Registered Representatives as life insurance agents of the
Company, which agents will be salaried employees of the Company. Completed
applications for the Contracts or Policies shall be transmitted directly to
the Company or to an appointed Third Party Administrator or other designated
agent (each a "TPA").
Initial and subsequent premium payments under the Contracts or Policies
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shall be made payable to the Company or its designee and any such payments
which come into the possession of the Distributor shall be immediately
delivered to the Company or its designee. The Company and any TPA shall
provide all Contract and Policy issue services at their own expense. Anything
in this Agreement to the contrary notwithstanding, the Company retains the
ultimate right to control the sale of the Contracts and Policies, including
the right to suspend sales in any jurisdiction or jurisdictions, and to
appoint and discharge insurance agents of the Company. The Company shall,
however, cooperate with and assist USAA IMCO to insure that USAA IMCO as
broker-dealer controls the manner and whether or not the Contracts and
Policies are sold for purposes of compliance with federal and state securities
law. The Distributor and the Company shall be held to the exercise of
reasonable care in carrying out the provisions of this Agreement.
2. REGISTRATION OF REPRESENTATIVES
The Distributor shall be responsible for ensuring that the individual
Registered Representatives offering or selling the Contracts and Policies are
duly registered and qualified pursuant to the 1934 Act, NASD regulations, and
any other required securities regulatory body.
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3. LIFE INSURANCE LICENSING
The Company shall be responsible for ensuring that the Registered
Representatives are duly qualified, under the insurance laws of the applicable
jurisdictions, to sell the Contracts and Policies.
4. SUITABILITY
The Company desires to ensure that Contracts and Policies sold by the
Distributor will be issued to purchasers for whom the Contracts or Policies
will be suitable. The Distributor shall establish written procedures which
will require Registered Representatives to review all applications to
determine that the Contracts or Policies are a "suitable" investment vehicle
for the applicant. While not limited to the following, a determination of
suitability shall be based on information furnished to a Registered
Representative after reasonable inquiry of such applicant concerning the
applicant's investment objectives and financial situation and needs, including
the likelihood that the applicant will make sufficient premium payments to
derive the benefits thereof. Registered Representatives of USAA IMCO will
review every application for the Contracts or Policies to insure that it meets
the "suitability requirement" detailed in the NASD's Conduct Rules.
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5. SALES AIDS; PROMOTIONAL MATERIAL
The Company shall have responsibility for furnishing to the
Distributor's Registered Representatives all sales aids, and promotional
material related to the solicitation and sale of the Contracts and Policies,
all at the Company's expense, and the Distributor shall not use any other such
aids, or material without the specific advance approval of the Company. Such
material shall have been approved in advance by the Distributor. The
Distributor, at its discretion, directly or through the Company as its agent,
shall cause such material to be filed with and reviewed by the NASD, the SEC,
or any other required securities regulatory body, as appropriate. The Company,
at its expense, shall make timely filings of all such aids, material, or
proposals with any insurance regulatory authorities, as required.
No person shall, in connection with the offer or sale of the Contracts
or Policies, make any representations or communicate any information regarding
the Contracts, Policies or the Company which are not contained in materials
approved pursuant to this Section 5 or in the then-effective 1933 Act
Registration Statement for the Separate Account and the Life Insurance
Separate Account, respectively.
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6. COMPENSATION
The Company shall pay the salaries and employee fringe benefits of the
Registered Representatives of the Distributor. Such salaries and benefits
shall be their sole compensation and shall not be related to the volume of the
sales of the Contracts or Policies made during a specified time period.
The Company will receive all amounts charged as the Fixed Fund Account
Withdrawal Charge under the Contracts. The parties understand that the Company
is charging the Fixed Fund Account Withdrawal Charge to help enable the
Company to declare higher rates of interest than it could otherwise declare,
is deducting no specific charge for the cost of distributing the Contracts,
and is assuming the risk that the charges under the Contract may be
insufficient to cover the Company's actual expenses and costs assumed in
connection with the Contracts.
7. ADMINISTRATION, RECORDS AND CONFIRMATIONS
The Company shall be primarily responsible for the internal
record-keeping and general office administration necessary for the sale of the
Contracts and Policies subject to the Distributor's review and approval. The
Company in its discretion and with the understanding of the Distributor, may
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delegate some or all of its record keeping functions to a TPA pursuant to a
separate written agreement. The books and records maintained by the Company or
TPA as agent for the benefit of the Distributor will conform to the
requirements of Rule 17a-3 and Rule 17a-4 under the 1934 Act, and as further
amplified in SEC Release 34-8389. Furthermore, such books and records shall
remain the property of the Distributor, shall be surrendered promptly to the
Distributor at its request without charge, and shall at all times be subject
to inspection by the Distributor, the SEC pursuant to Section 17(a) of the
1934 Act and any other appropriate governmental agency.
The Distributor shall have responsibility for maintaining the records
required of it by applicable law or regulations with respect to broker-dealer
operations, although, in the Distributor's discretion and at the Company's
expense, the Distributor may use the Company or any TPA as its agent for this
purpose, as described in the preceding paragraph.
Any and all books, accounts, and records of the Company, the Separate
Account, the Life Insurance Separate Account, and the Distributor as may
pertain to the Contracts, Policies and this Agreement shall be maintained so
as to clearly and accurately disclose the nature and details of Contract and
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Policy transactions or any transactions related thereto. The Distributor shall
keep confidential any information obtained pursuant to this Agreement and
shall disclose such information only if the Company has authorized such
disclosure, or if such disclosure is expressly required by applicable federal
or state authorities.
The Distributor, directly or through the Company or any TPA as the
Distributor's agent (at the Company's expense), shall, upon or prior to the
completion of each Contract or Policy transaction for which a confirmation is
legally required, send a written confirmation to the Contractowner or
Policyowner for each such respective transaction, in a form and manner that
complies with the requirements of the 1934 Act, state laws and regulations,
and the disclosure requirements of the NASD. Such confirmations will be
furnished to all Contractowners or Policyowners in accordance with securities
laws, will reflect the facts of the transaction, and will show that they are
being sent by the Company on behalf of the Distributor. The parties agree that
the form and the manner of use of confirmations in connection with
transactions occurring in Contract or Policy accounts shall be supervised by
the Distributor. The Company shall prepare and distribute such confirmations
in accordance with the Distributor's instructions. The Company shall make no
changes or variations in either the form or the manner of distribution of such
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confirmations without the written approval of the Distributor and shall cause
such confirmations to be issued as directed by the Distributor and on behalf
of the Distributor.
8. EXAMINATION AND PROCEEDINGS
The Distributor and the Company shall cooperate fully in any insurance
regulatory examination, investigation, or proceeding or any judicial
proceeding arising in connection with the Contracts and Policies distributed
under this Agreement. The Distributor and the Company shall cooperate fully in
any securities regulatory examination, investigation or proceeding or any
judicial proceeding with respect to the Company, the Distributor, and their
respective affiliates, agents and representatives to the extent that such
examination, investigation, or proceeding is in connection with Contracts and
Policies distributed under this Agreement. The Distributor shall furnish
applicable federal and state regulatory authorities with any information or
reports in connection with its services under this Agreement, which
authorities may request in order to ascertain whether the Company's operations
are being conducted in a manner consistent with any applicable law or
regulations.
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In the case of an oral or written consumer or regulatory agency
complaint, the Distributor and the Company shall promptly notify the other and
shall coordinate and fully cooperate in responding to such complaints. The
Distributor and the Company shall develop procedures to coordinate,
investigate and respond to such complaints.
9. OTHER COMPLIANCE REQUIREMENTS
The Distributor shall be responsible for the securities activities of,
and for securities law compliance by, any Associated Person engaged directly
or indirectly in the flexible premium variable annuity operation or the
flexible premium variable universal life insurance operation. This shall
include (i) compliance with NASD Conduct Rules and with federal and state laws
and regulations, and (ii) the appropriate training and qualification of
Associated Persons, at the Company's expense. The Distributor, in order to
discharge its duties under this provision of the Agreement, shall be
authorized to and shall designate such Company personnel as it deems necessary
to qualify as limited or general securities principals ("Limited Principals"
or "General Principals"), which individuals shall supervise the securities
activities of, and securities law compliance by, those Registered
Representatives selling the Contracts and Policies, all in accordance with
applicable laws, regulations and NASD requirements. Further, the Distributor
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shall have the authority to require such written compliance procedures as it
deems advisable to be established by the Company with respect to any aspect of
the Company's business that affects broker-dealer operations with respect to
the Contracts and Policies and, through the Limited and General Principals,
monitor and enforce compliance with said procedures. The Company shall
cooperate and provide any assistance required by the Distributor in order to
insure that the Distributor and Associated Persons engaged directly or
indirectly in the sale of the Contracts and Policies remain in compliance with
any such compliance procedures and appropriate securities laws, regulations
and the NASD's General Rules and Conduct Rules.
The Distributor will execute such papers and do such acts and things as
shall from time to time be reasonably requested by the Company for the purpose
of (a) maintaining the registration of the Contract interests and Policy
interests under the 1933 Act and the Separate Account and the Life Insurance
Separate Account under the 1940 Act, and (b) qualifying and maintaining
qualification of the Contracts and Policies for sale under the applicable laws
of any state.
Upon the completion of each transaction for which a confirmation is
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legally required, the Company or a TPA shall, on behalf of the Distributor,
send a written confirmation of such transaction reflecting the facts of the
transaction.
10. CONTRACT PAYMENTS
The Company shall provide payment services, with respect to the
Contracts and Policies, including payments representing Contract or Policy
loans, full and partial surrenders, and amounts paid under Contract or Policy
settlement options.
11. COMPANY SERVICES
The Company shall provide or arrange to provide, at its expense, all
necessary services in connection with the operational aspects of the Contracts
and Policies. These services shall include, but are not limited to, actuarial,
accounting, data processing, legal, regulatory, Contractowner and Policyowner
service and any other actions required by the Company in its discretion. In
addition to these services, or other services provided hereunder, the Company
shall provide such executive, clerical, and other personnel related services
as may be required to carry out the Company's obligations under this
Agreement, including its obligation to perform certain functions on the
Distributor's behalf.
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12. EXPENSE ALLOCATION
Expenses under this Agreement are allocated in this Section 12. If, at a
later time, the Agreement gives rise to other expenses, they shall be
allocated as the parties may decide in writing at that time. The Company
hereby agrees that it will bear the cost of the Associated Persons' salaries
and securities licensing fees; securities registration expenses and filing
fees with respect to the Contracts and the Separate Account and the Policies
and the Life Insurance Separate Account; costs of preparing, printing and
distributing all prospectuses, statements of additional information, notices,
periodic reports, and proxy solicitation material with respect to the
Contracts and Policies, costs of sales literature and other promotional
material, applications for exemptions, requests for no-action letters, and all
amendments to any of the above; costs of preparing, printing, and filing
Contract and Policy forms; and direct legal and accounting expenses in
connection with any of the foregoing. Any of these expenses which may be
initially assumed by the Distributor will be reimbursed to it by the Company
upon presentation of the appropriate documentation in writing evidencing such
expenditures. Nothing in this Agreement shall be deemed to allocate any
operational or organizational expense of the Trust, or the offer and sale of
its shares, which expense shall be allocated pursuant to a separate agreement
or agreements pertaining to that entity
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13. INDEMNIFICATION
a) Whenever the Company is referred to in this Section (13), it is to
be construed to specifically also refer to and include the Separate Account
and the Life Insurance Separate Account.
b) The Company shall indemnify and hold harmless the Distributor, its
agents, employees and each person, if any, who controls the Distributor
against any loss, liability, claim, damage or expense (including the
reasonable cost of investigating or defending any alleged loss, liability,
claim, damage or expense and reasonable counsel fees incurred in connection
therewith) arising by reason of any person's acquiring any Contract or Policy,
which may be based upon any federal or state securities act, or on any other
statute or at common law, (i) on the ground that the registration statement or
related prospectus, as from time to time amended and supplemented, or the
annual or interim reports to Contractowners or Policyowners, any published
marketing materials or communications with any Contractowner or Policyowners
or prospective Contractowner or Policyowner concerning the Contract or Policy,
respectively, include an untrue statement of a material fact or omit to state
a material fact required to be stated therein or necessary in order to make
the statements therein not misleading, unless such statement or omission was
made in reliance upon, and in conformity with, information furnished to the
Company in connection therewith by or on behalf of the Distributor; or (ii) on
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the ground that a TPA (other than a TPA controlled by Distributor) failed to
comply with any applicable securities law and regulations in connection with
its rendering of Contract or Policy issue, recordkeeping, or confirmation
services under this Agreement; provided, however, that in no case (a) is the
indemnity of the Company in favor of the Distributor and any such controlling
persons to be deemed to protect the Distributor or any such controlling
persons thereof against any liability to the Company or its Contractowners or
Policyowners to which the Distributor or any such controlling persons would
otherwise be subject by reason of willful misfeasance, bad faith or gross
negligence in the performance of its duties or by reason of reckless disregard
of its obligations and duties under this Agreement, or (b) is the Company to
be liable under its indemnity agreement contained in this paragraph with
respect to any claim made against the Distributor or any such controlling
persons, unless the Distributor or such controlling persons, as the case may
be shall have notified the Company in writing within a reasonable time after
the summons or other first legal process giving information of the nature of
the claim shall have been served upon the Distributor or such controlling
persons (or after the Distributor or such controlling persons shall have
received notice of such service on any designated agent), but failure to
notify the Company of any such claim shall not relieve the Company from any
liability which the Company may have to the person against whom such action is
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brought otherwise than on account of the Company indemnity agreement contained
in this paragraph. The Company will be entitled to participate at its own
expense in the defense, or, if it so elects, to assume the defense of any suit
brought to enforce any such liability, but if the Company elects to assume the
defense, such defense shall be conducted by counsel chosen by it and
satisfactory to the Distributor or such controlling person or persons,
defendant or defendants in the suit. In the event the Company elects to assume
the defense of any such suit and retain such counsel, the Distributor or such
controlling person or persons, defendant or defendants in the suit, shall bear
the fees and expense of any additional counsel retained by the Distributor or
such controlling person or persons, but, in case the Company does not elect to
assume the defense of any such suit, it will reimburse the Distributor or such
controlling person or persons, defendant or defendants in the suit, for the
reasonable fees and expense of any counsel retained by them. The Company shall
promptly notify the Distributor of the commencement of any litigation or
proceedings against the Company or any of its officers, directors, employees
or agents in connection with the issuance or sale of the Contracts or
Policies.
c) The Distributor shall indemnify and hold harmless the Company, its
agents, employees and each person, if any, who controls the Company against
any loss, liability, claim, damage or expense (including the reasonable cost
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of investigating or defending any alleged loss, liability, claim, damage or
expense and reasonable counsel fees incurred in connection therewith) arising
by reason of any person's acquiring any Contract or Policy, which may be based
upon any federal or state securities act, or on any other statute or at common
law, on the ground that the registration statement or related prospectus, as
from time to time amended and supplemented, or the annual or interim reports
to Contractowners or Policyowners, any published marketing materials or
communications with any Contractowner or Policyowner or prospective
Contractowner or Policyowner concerning the Contract or Policy, respectively,
include an untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary in order to make the
statements therein not misleading, unless such statement or omission was made
in reliance upon, and in conformity with, information furnished in connection
therewith by or on behalf of the Company; provided, however, that in no case
(a) is the indemnity of the Distributor in favor of the Company and any such
controlling persons to be deemed to protect the Company or any such
controlling persons thereof against any liability to the Distributor to which
the Company or any such controlling persons would otherwise be subject by
reason of willful misfeasance, bad faith or gross negligence in the
performance of its duties or by reason of reckless disregard of its
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obligations and duties under this Agreement, or (b) is the Distributor to be
liable under its indemnity agreement contained in this paragraph with respect
to any claim made against the Company or any such controlling persons, unless
the Company or such controlling persons, as the case may be shall have
notified the Distributor in writing within a reasonable time after the summons
or other first legal process giving information of the nature of the claim
shall have been served upon the Company or such controlling persons (or after
the Company or such controlling persons shall have received notice of such
service on any designated agent), but failure to notify the Distributor of any
such claim shall not relieve the Distributor from any liability which the
Distributor may have to the person against whom such action is brought
otherwise than on account of the Distributor indemnity agreement contained in
this paragraph. The Distributor will be entitled to participate at its own
expense in the defense, or, if it so elects, to assume the defense of any suit
brought to enforce any such liability, but if the Distributor elects to assume
the defense, such defense shall be conducted by counsel chosen by it and
satisfactory to the Company or such controlling person or persons, defendant
or defendants in the suit. In the event the Distributor elects to assume the
defense of any such suit and retain such counsel, the Company or such
controlling person or persons, defendant or defendants in the suit, shall bear
the fees and expense of any additional counsel retained by the Company or such
controlling person or persons, but, in case the Distributor does not elect to
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assume the defense of any such suit, it will reimburse the Company or such
controlling person or persons, defendant or defendants in the suit, for the
reasonable fees and expense of any counsel retained by them. The Distributor
shall promptly notify the Company of the commencement of any litigation or
proceedings against the Distributor or any of its officers, directors,
employees or agents in connection with the issuance or sale of the Contracts
or Policies.
14. TERMINATION
This Agreement shall be effective as of the date first above written and
shall remain in full force and effect thereafter, provided, however, that
either party may terminate this Agreement without penalty, with or without
cause, on not less than sixty (60) days' written notice to the other party.
15. AMENDMENT
This Agreement may be amended at any time by a writing executed by the
parties.
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16. NON-ASSIGNMENT
This Agreement shall not be assigned by either party without the prior
written consent of the other party.
17. GOVERNING LAW
This Agreement shall be interpreted in accordance with and governed by
the laws of the State of Texas.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first written above.
USAA LIFE INSURANCE COMPANY, USAA INVESTMENT
on its own behalf and on behalf of MANAGEMENT COMPANY
SEPARATE ACCOUNT OF
USAA LIFE INSURANCE COMPANY
BY: /s/ XXXXX X. XXXXXX BY: /s/ XXXXXXX X.X. XXXX
------------------- ---------------------
Xxxxx X Xxxxxx Xxxxxxx X.X. Xxxx
President & CEO President
ATTEST: /s/ XXXXX X. XXXXX ATTEST:/s/ XXXXXXX X. XXXXXX
------------------ ---------------------
Xxxxx X. Xxxxx Xxxxxxx X. Xxxxxx
Assistant Secretary Secretary
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