PRINCIPAL UNDERWRITER'S AGREEMENT
IT IS HEREBY AGREED by and between PREFERRED LIFE INSURANCE COMPANY OF NEW
YORK ("INSURANCE COMPANY") on behalf of PREFERRED LIFE VARIABLE ACCOUNT C (the
"Variable Account") and NALAC FINANCIAL PLANS, LLC ("PRINCIPAL UNDERWRITER" as
follows:
I
INSURANCE COMPANY proposes to issue and sell certain Variable Annuities (the
"Contracts") 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 the prospectuses 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 agrees that it shall undertake at its own expense, to
perform all duties and functions which are necessary and proper for the
distribution of the Contracts.
IV
PRINCIPAL UNDERWRITER shall be compensated for its distribution services with
respect to the Contracts covered hereby to the extent necessary for PRINCIPAL
UNDERWRITER to meet its obligations pursuant to selling agreements with
approved broker/dealers.
V
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 prospectus as PRINCIPAL UNDERWRITER shall request.
VI
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
statement or prospectus filed with the Securities and Exchange Commission or
such sales literature as may be authorized by INSURANCE COMPANY.
VII
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.
VIII
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.
IX
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.
INSURANCE COMPANY
PREFERRED LIFE INSURANCE COMPANY
OF NEW YORK
By: /s/ XXXXXX X. XXXXX
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Xxxxxx X. Xxxxx
ATTEST: /s/ XXXX X. XXXXX
-------------------------
Xxxx X. Xxxxx
PRINCIPAL UNDERWRITER
NALAC FINANCIAL PLANS, LLC
By: /s/ XXXXXX X. XXXXXXXX
--------------------------
Xxxxxx X. Xxxxxxxx
ATTEST: /s/ XXXXXXX X. XXXXXXXXXXX
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Xxxxxxx X. Xxxxxxxxxxx