PRINCIPAL UNDERWRITER'S AGREEMENT
IT IS HEREBY AGREED by and between GREAT AMERICAN RESERVE INSURANCE
COMPANY ("INSURANCE COMPANY") on behalf of GREAT AMERICAN RESERVE VARIABLE
ANNUITY ACCOUNT F (the "Variable Account") and CONSECO EQUITY SALES, INC.
("PRINCIPAL UNDERWRITER") as follows:
I
INSURANCE COMPANY proposes to issue and sell Individual and Group Fixed
and Variable Deferred Annuity Contracts and Certificates (the "Contracts") of
the Variable Account to the public through PRINCIPAL UNDERWRITER. The
PRINCIPAL UNDERWRITER 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. Such Contracts
will be issued by INSURANCE COMPANY through the Variable Account.
II
INSURANCE COMPANY grants PRINCIPAL UNDERWRITER 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 Variable Account. PRINCIPAL UNDERWRITER will
sell the Contracts under such terms as set by INSURANCE COMPANY and will make
such sales to purchasers permitted to buy such Contracts as specified in the
prospectus.
III
PRINCIPAL UNDERWRITER 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 INSURANCE COMPANY on the
Contracts covered hereby.
IV
On behalf of the Variable Account, INSURANCE COMPANY shall furnish
PRINCIPAL UNDERWRITER with copies of all prospectuses, financial statements
and other documents which PRINCIPAL UNDERWRITER reasonably requests for use in
connection with the distribution of the Contracts. INSURANCE COMPANY shall
provide to PRINCIPAL UNDERWRITER such number of copies of the current
effective prospectuses as PRINCIPAL UNDERWRITER shall request.
V
PRINCIPAL UNDERWRITER is not authorized to give any information, or to
make any representations concerning the Contracts or the Variable Account of
INSURANCE COMPANY other than those contained in the current registration
statements or prospectuses relating to the Variable Account filed with the
Securities and Exchange Commission or such sales literature as may be
authorized by INSURANCE COMPANY.
VI
Both parties to this Agreement agree to keep the 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
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 PRINCIPAL
UNDERWRITER.
This Agreement may at any time be terminated by either party hereto upon
60 days' written notice to the other party.
VIII
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.
EXECUTED this ____ day of ___________, 1998.
INSURANCE COMPANY
GREAT AMERICAN RESERVE INSURANCE COMPANY
BY:/s/ XXXXXXX X. XXXXXXXXXXX
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Xxxxxxx X. Xxxxxxxxxxx, Senior Vice President
ATTEST:
----------------------
Secretary
PRINCIPAL UNDERWRITER
CONSECO EQUITY SALES, INC.
BY:/s/ L. XXXXXXX XXXXXXXXX
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L. Xxxxxxx Xxxxxxxxx, President
ATTEST:
----------------------
Secretary
