EXHIBIT 99.B3
PRINCIPAL UNDERWRITER'S AGREEMENT
This Agreement dated this 1st day of October, 1994 is by and between
Equitable Life Insurance Company of Iowa ("ELIC") on behalf of Equitable Life
Insurance Company of Iowa Separate Account A (the "Separate Account") and
Equitable of Iowa Securities Network, Inc. ("EISN") as follows:
WITNESSETH:
WHEREAS, ELIC is a life insurance company licensed to issue and sell
Individual Flexible Purchase Payment Deferred Variable and Fixed Annuity
Contracts (the "Contracts") of the Separate Account to the public through
EISN; and
WHEREAS, ELIC desires EISN to act as the principal underwriter of the
Contracts; and
NOW, THEREFORE, in consideration of the premises and the mutual covenants
hereinafter contained, the parties hereto agree as follows:
SECTION 1. DESIGNATION OF PRINCIPAL UNDERWRITER. ELIC grants EISN the
exclusive right, during the term of this Agreement, subject to registration
requirements of the Securities Act of 1933 and the Investment Company Act of
1940 and the provisions of the Securities Exchange Act of 1934, to be the
distributor of the Contracts issued through the Separate Account. EISN will
sell the Contracts under such terms as set by ELIC and will make such sales to
purchasers permitted to buy such Contracts as specified in the prospectus.
SECTION 2. SERVICES BY EISN. EISN agrees to provide sales service subject to
the terms and conditions hereof. The Contracts to be sold are more fully
described in the registration statement and prospectus hereinafter mentioned.
Contracts to be issued by ELIC through the Separate Account.
SECTION 3. COMPENSATION OF EISN. EISN shall be compensated for its
distribution services in such amount as to meet all of its obligations to
selling broker-dealers with respect to all purchase payments accepted by ELIC
on the Contracts covered hereby.
SECTION 4. PROVISION OF SALES MATERIALS. On behalf of the Separate Account,
ELIC shall furnish EISN with copies of all prospectuses, financial statements
and other documents which EISN reasonably requests for use in connection with
the distribution of the Contracts. ELIC shall provide to EISN such number of
copies of the current effective prospectuses as EISN shall request.
SECTION 5. LIMITATION OF AUTHORITY. EISN is not authorized to give any
information, or to make any representations concerning the Contracts or the
Separate Account of ELIC other than those contained in the current
registration statements or prospectuses relating to the Separate Account filed
with the Securities and Exchange Commission or such sales literature as may be
authorized by ELIC.
SECTION 6. BOOKS AND RECORDS. Both parties to this Agreement agree to keep
the necessary books and records required by applicable state and federal law
and regulations and to render the necessary assistance to one another for the
accurate and timely preparation of such books and records.
SECTION 7. TERM OF AGREEMENT. This Agreement shall be effective upon the
execution hereof and will remain in effect unless terminated as hereinafter
provided. This Agreement shall automatically be terminated in the event of
its assignment by EISN. This Agreement may be terminated at any time by
either party hereto upon 60 days' written notice to the other party.
SECTION 8. NOTICES. 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.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
signed on their behalf by their respective officers thereunto duly authorized.
ELIC:
EQUITABLE LIFE INSURANCE
COMPANY OF IOWA
BY: /s/ XXXX X. XXXXXXX
_______________________________
Xxxx X. Xxxxxxx,
Its President
EISN:
EQUITABLE OF IOWA SECURITIES
NETWORK, INC.
BY: /s/ XXXX X. XXXX
______________________________
Xxxx X. Xxxx,
Its President