EXHIBIT 1.A. (3)(A): PRINCIPAL UNDERWRITING AGREEMENT
DRAFT
PRINCIPAL UNDERWRITING AGREEMENT
UNITED OF OMAHA SEPARATE ACCOUNT B
PRINCIPAL UNDERWRITING AGREEMENT effective January 1, 1997 by and between UNITED
OF OMAHA LIFE INSURANCE COMPANY ("UNITED") on its own behalf and on behalf of
UNITED OF OMAHA SEPARATE ACCOUNT B ("ACCOUNT") and MUTUAL OF OMAHA INVESTOR
SERVICES, INC. ("UNDERWRITER").
WHEREAS:
o The ACCOUNT was established under authority of a resolution of
UNITED's Board of Directors on August 27, 1996 in order to set aside
and invest assets attributable to certain variable life contracts
("Contracts") issued by UNITED;
o UNITED has registered the ACCOUNT as a unit investment trust under the
Investment Company Act of 1940 (the "1940 Act") and has registered the
Contracts under the Securities Act of 1933;
o UNDERWRITER is registered as a broker-dealer with the Securities
and the Exchange Commission ("SEC") under the Securities Exchange
Act of 1934, as amended (the "1934 Act"), and is a member in good
standing of the National Association of Securities Dealers, Inc.
"NASD");
o UNITED and the ACCOUNT desire to have the Contract sold and
distributed through UNDERWRITER and UNDERWRITER is willing to sell and
distribute such Contracts under the terms stated herein; and
o UNDERWRITER desires to have UNITED perform certain services in
connection with the sale of the Contracts;
NOW, THEREFORE, the parties agree as follows:
UNDERWRITER APPOINTMENT. UNITED APPOINTS UNDERWRITER, AND UNDERWRITER AGREES TO
SERVE AS, DISTRIBUTOR AND PRINCIPAL UNDERWRITER OF THE CONTRACTS DURING THE
TERM OF THIS AGREEMENT. UNDERWRITER WILL BE UNDER NO OBLIGATION TO
EFFECTUATE ANY PARTICULAR AMOUNT OF SALES OF CONTRACTS OR TO PROMOTE OR TO
MAKE SALES, EXCEPT TO THE EXTENT THAT UNITED DEEMS ADVISABLE. UNDERWRITER
SHALL BE RESPONSIBLE FOR CARRYING OUT ITS SALES AND UNDERWRITING
OBLIGATIONS HEREUNDER IN CONTINUED COMPLIANCE WITH THE NASD RULES OF FAIR
PRACTICE AND FEDERAL AND STATE SECURITIES LAWS.
RETAIL BROKER-DEALER AGREEMENTS
UNITED AUTHORIZES UNDERWRITER TO ENTER INTO SEPARATE WRITTEN AGREEMENTS, ON
TERMS AND CONDITIONS UNDERWRITER DETERMINES ARE NOT INCONSISTENT WITH
THIS AGREEMENT, WITH INDEPENDENT BROKER-DEALERS WHO ARE REGISTERED AS
SUCH UNDER THE 1934 ACT AND ARE MEMBERS OF THE NASD, AND WHO AGREE TO
PARTICIPATE IN THE DISTRIBUTION OF THE CONTRACTS AND TO USE THEIR BEST
EFFORTS TO SOLICIT APPLICATIONS FOR THE CONTRACTS. UNDERWRITER AND
UNITED MAY ALSO ENTER INTO CONSULTING AND/OR WHOLESALE AGREEMENTS WITH
OTHER DISTRIBUTORS TO OBTAIN ASSISTANCE IN LOCATING INDEPENDENT
BROKER-DEALERS WHO ARE WILLING TO ENTER INTO RETAIL BROKER-DEALER
AGREEMENTS FOR THE SALE OF CONTRACTS.
EACH RETAIL BROKER-DEALER AGREEMENT SHALL REQUIRE THAT EACH RETAIL
BROKER-DEALER SHALL BE RESPONSIBLE FOR CARRYING OUT ITS SALES
OBLIGATIONS HEREUNDER IN COMPLIANCE WITH THE NASD RULES OF FAIR
PRACTICE AND FEDERAL AND STATE SECURITIES LAWS, AND SPECIFICALLY SHALL
BE FULLY RESPONSIBLE FOR:
ensuring that no person shall offer or sell the Contracts on the
retail broker-dealer's behalf until such person is duly
registered as a representative of such retail broker-dealer,
duly appointed by UNITED, and appropriately licensed,
registered or otherwise qualified to offer and sell such
Contracts under the federal securities laws and any applicable
securities laws of each state or other jurisdiction in which
such Contracts may be lawfully sold, in which UNITED is
licensed to sell the Contracts and in which such person shall
offer or sell the Contracts (such persons hereinafter referred
to as "Representatives"); and
training, supervising, and controlling of all such persons for
purposes of complying on a continuous basis with the NASD
Rules of Fair Practice and with federal and state securities
law requirements applicable in connection with the offering
and sale of the Contracts. In this connection, the retail
broker-dealer shall:
conducts its training (including the preparation and
utilization of training materials) as in the
opinion of UNDERWRITER is necessary to accomplish
the purposes of this Agreement;
establish and implement reasonable written procedures for
supervision of sales practices of agents,
representatives or brokers selling the Contracts;
and
take reasonable steps to ensure that its associated persons
shall not make recommendations to an applicant to
purchase a contract and shall not sell a Contract
in the absence of reasonable grounds to believe
that the purchase of the Contract is suitable for
such applicant. Without limiting any of the
following, a determination of suitability shall
be based upon information furnished after
reasonable inquiry of the applicant concerning the
applicant's insurance and investment objectives,
financial situation and needs, and the likelihood
of whether the applicant will persist with the
Contact for such a period of time that UNITED's
acquisition costs are amortized over a reasonable
period of time. UNITED and UNDERWRITER will rely
on the signature of a principal of the retail
broker-dealer as evidence that the broker-dealer
has made a reasonable determination of suitability.
EACH RETAIL BROKER-DEALER SHALL PROVIDE THAT THE ONLY INFORMATION OR
REPRESENTATIONS MADE CONCERNING THE CONTRACTS ARE THOSE CONTAINED IN
THE REGISTRATION STATEMENT AND PROSPECTUS FILED WITH THE SEC OR ARE
CONTAINED IN SALES OR PROMOTIONAL MATERIAL APPROVED BY UNITED AND
UNDERWRITER.
APPLICATIONS FOR CONTRACTS SOLICITED BY RETAIL BROKER-DEALERS THROUGH THEIR
REPRESENTATIVES SHALL BE FORWARDED TO UNITED. ALL PAYMENT FOR
CONTRACTS SHALL BE MADE PAYABLE TO "UNITED OF OMAHA LIFE INSURANCE
COMPANY" AND REMITTED PROMPTLY TO UNITED AS AGENT FOR UNDERWRITER.
EACH BROKER-DEALER WHO AGREES TO PARTICIPATE IN THE DISTRIBUTION OF THE
CONTRACTS SHALL ACT AS AN INDEPENDENT CONTRACTOR AND NOTHING HEREIN
SHALL CONSTITUTE SUCH BROKER-DEALER OR ITS AGENTS OR EMPLOYEES AS
EMPLOYEES OF UNDERWRITER OR UNITED IN CONNECTION WITH THE SALE OF
CONTRACTS.
UNITED SHALL APPLY FOR THE PROPER INSURANCE LICENSES IN THE APPROPRIATE
STATES OR JURISDICTIONS FOR THE REPRESENTATIVES ASSOCIATED WITH
UNDERWRITER OR WITH OTHER INDEPENDENT RETAIL BROKER-DEALERS WHICH HAVE
ENTERED INTO AGREEMENTS WITH UNDERWRITER FOR THE SALE OF CONTRACTS,
PROVIDED THAT UNITED RESERVES THE RIGHT TO REFUSE TO APPOINT ANY
PROPOSED REPRESENTATIVE AS AN AGENT OR BROKER, OR TO TERMINATE A
REPRESENTATIVE ONCE APPOINTED.
PROSPECTUSES AND PROMOTIONAL MATERIAL.
UNITED SHALL FURNISH UNDERWRITER WITH COPIES OF ALL PROSPECTUSES, FINANCIAL
STATEMENTS AND OTHER DOCUMENTS AND MATERIALS WHICH UNDERWRITER
REASONABLY REQUESTS FOR USE IN CONNECTION WITH THE DISTRIBUTION OF
CONTRACTS. UNITED SHALL HAVE RESPONSIBILITY FOR THE PREPARATION,
FILING AND PRINTING OF ALL REQUIRED PROSPECTUSES AND/OR REGISTRATION
STATEMENTS IN CONNECTION WITH THE MARKETING OR SALES OF THE CONTRACTS,
AND THE PAYMENT OF ALL RELATED EXPENSES. UNDERWRITER WILL, AT UNITED'S
SOLE EXPENSE, EXECUTE SUCH PAPERS AND DO SUCH ACTS AND THINGS THAT
SHALL FROM TIME TO TIME BE REASONABLY REQUESTED BY UNITED FOR THE
PURPOSE OF MAINTAINING THE REGISTRATION OF THE CONTRACTS UNDER THE
1933 ACT AND THE ACCOUNT UNDER THE 1940 ACT, AND QUALIFYING AND
MAINTAINING QUALIFICATION OF THE CONTRACTS FOR SALE UNDER THE
APPLICABLE LAWS OF ANY STATE.
UNDERWRITER AND UNITED SHALL COOPERATE FULLY IN DESIGNING, DRAFTING AND
REVIEWING OF SALES PROMOTION MATERIALS. UNDERWRITER SHALL ONLY USE
SUCH MATERIALS THAT HAVE BEEN PROVIDED OR APPROVED BY UNITED.
UNDERWRITER WILL MAKE TIMELY FILINGS WITH THE SEC, NASD AND ANY OTHER
SECURITIES REGULATORY AUTHORITIES OF ANY SALES LITERATURE OR MATERIALS
RELATING TO THE ACCOUNT AS REQUIRED BY LAW TO BE FILED.
UNITED, ON BEHALF OF UNDERWRITER, WILL MAKE TIMELY FILINGS WITH THOSE STATE
SECURITIES REGULATORY AUTHORITIES OF ANY INFORMATION RELATED TO THE
CONTRACTS AS REQUIRED BY SUCH STATE'S BLUE SKY LAWS IN ORDER TO
QUALIFY AND MAINTAIN QUALIFICATION OF THE CONTRACTS FOR SALE IN SUCH
STATE.
REPRESENTATIVES RECORDS. UNITED, ON BEHALF OF UNDERWRITER, SHALL HAVE THE
RESPONSIBILITY FOR MAINTAINING THE RECORDS OF REPRESENTATIVES LICENSED,
REGISTERED OR OTHERWISE QUALIFIED TO SELL THE CONTRACTS.
OTHER RECORDS. UNITED AGREES TO MAINTAIN ALL REQUIRED BOOKS OF ACCOUNT AND
RELATED FINANCIAL RECORDS ON BEHALF OF UNDERWRITER. ALL SUCH BOOKS OF
ACCOUNT AND RECORDS SHALL BE MAINTAINED AND PRESERVED PURSUANT TO 1934 ACT
RULES 17A-3 AND 17A-4 (OR THE CORRESPONDING PROVISIONS OF ANY FUTURE
FEDERAL SECURITIES LAWS OR REGULATIONS). ALL SUCH BOOKS AND RECORDS SHALL
BE MAINTAINED BY UNITED ON BEHALF OF AND AS AGENT FOR UNDERWRITER WHOSE
PROPERTY THEY ARE AND SHALL REMAIN FOR ALL PURPOSES AND SHALL AT ALL TIMES
BE SUBJECT TO REASONABLE PERIODIC, SPECIAL OR OTHER EXAMINATION BY THE SEC
AND ALL OTHER REGULATORY BODIES HAVING JURISDICTION. UNITED ALSO AGREES TO
SEND TO UNDERWRITER'S CUSTOMERS ALL REQUIRED CONFIRMATIONS OF CUSTOMER
TRANSACTIONS.
COMPENSATION.
AS COMPENSATION FOR UNDERWRITER'S ASSUMING ITS DISTRIBUTION EXPENSES AND
PERFORMING THE SERVICES TO BE ASSUMED AND PERFORMED BY IT PURSUANT TO
THIS AGREEMENT, UNDERWRITER SHALL RECEIVE FROM UNITED SUCH AMOUNTS AND
AT SUCH TIMES AS MAY FROM TIME TO TIME BE AGREED UPON IN WRITING BY
UNDERWRITER AND UNITED.
UNITED WILL, ON BEHALF OF UNDERWRITER AND ON ITS ACCOUNT, IN CONNECTION
WITH THE SALE OF THE CONTRACTS, PAY ALL AMOUNTS (INCLUDING THE SALES
COMMISSIONS DESCRIBED IN THE PROSPECTUS FOR THE CONTRACTS) DUE TO
REPRESENTATIVES OR TO THOSE BROKER-DEALERS WHO HAVE ENTERED INTO A
STANDARD FORM RETAIL BROKER-DEALER AGREEMENT WITH UNDERWRITER AND
UNITED, AND UNDERWRITER SHALL HAVE NO INTEREST WHATSOEVER IN, NOR ANY
OBLIGATION, TO PAY SUCH ACCOUNTS.
AS COMPENSATION FOR ITS SERVICES PERFORMED AND EXPENSES INCURRED UNDER
THIS AGREEMENT, UNITED WILL RECEIVE ALL AMOUNTS CHARGED AS SALES
CHARGES UNDER THE CONTRACTS. IT IS UNDERSTOOD THAT UNITED ASSUMES THE
RISK THAT THE ABOVE COMPENSATION FOR ITS SERVICES MAY NOT PROVE
SUFFICIENT TO COVER ITS ACTUAL EXPENSES IN CONNECTION THEREWITH.
INVESTIGATION AND PROCEEDINGS. UNDERWRITER AND UNITED AGREE TO COOPERATE FULLY
IN ANY CUSTOMER COMPLAINT, INSURANCE REGULATORY INVESTIGATION OR PROCEEDING
OR JUDICIAL PROCEEDING ARISING IN CONNECTION WITH THE CONTRACTS DISTRIBUTED
UNDER THIS AGREEMENT. UNDERWRITER AND UNITED FURTHER AGREE TO COOPERATE
FULLY IN ANY SECURITIES REGULATORY INSPECTION, INQUIRY, INVESTIGATION OR
PROCEEDING OR ANY JUDICIAL PROCEEDING WITH RESPECT TO UNDERWRITER, UNITED,
THEIR AFFILIATES AND THEIR REPRESENTATIVES TO THE EXTENT THAT SUCH
INSPECTION, INQUIRY, INVESTIGATION OR PROCEEDING IS IN CONNECTION WITH
CONTRACTS DISTRIBUTED UNDER THIS AGREEMENT. SUCH COOPERATION SHALL INCLUDE
PROMPT NOTIFICATION TO THE OTHER PARTY OF ANY CUSTOMER COMPLAINT OR NOTICE
OF ANY REGULATORY INSPECTION, INQUIRY, INVESTIGATION OR PROCEEDING RECEIVED
IN CONNECTION WITH ANY ACTIVITY IN CONNECTION WITH ANY SUCH CONTRACT.
INDEMNIFICATION.
UNITED AND UNDERWRITER EACH, AS THE INDEMNIFYING PARTY, AGREE TO INDEMNIFY
AND HOLD HARMLESS, AS THE INDEMNIFIED PARTY, THE OTHER AND THE OTHER'S
DIRECTORS AND OFFICERS AGAINST ANY AND ALL LOSSES, CLAIMS, DAMAGES,
LIABILITIES (INCLUDING AMOUNTS PAID IN SETTLEMENT BY THE INDEMNIFIED
PARTY WITH THE WRITTEN CONSENT OF THE INDEMNIFYING PARTY) OR
LITIGATION (INCLUDING REASONABLE LEGAL EXPENSES AND EXPENSES OF
COUNSEL CHOSEN BY THE INDEMNIFIED PARTY AND CONSENTED TO BY THE
INDEMNIFYING PARTY WHICH CONSENT SHALL NOT BE UNREASONABLY WITHHELD
AND OTHER REASONABLE EXPENSES), TO WHICH THE INDEMNIFIED PARTY MAY
BECOME SUBJECT UNDER ANY STATUTE, REGULATION, AT COMMON LAW OR
OTHERWISE, INSOFAR AS SUCH LOSSES, CLAIMS, DAMAGES, LIABILITIES OR
EXPENSES (OR ACTIONS IN RESPECT THEREOF) OR SETTLEMENTS ARE RELATED
DIRECTLY OR INDIRECTLY TO THE SALE OR DISTRIBUTION OF THE CONTRACTS
AND:
arise out of or are based upon any untrue statements or alleged
untrue statements of any material fact contained in the
Registration Statement, Prospectus, Contracts or sales
literature for the Contracts (or any amendment or supplement
to any of the foregoing), for which the indemnifying party is
responsible or arise out of or are based upon the omission or
the alleged omission to state therein a material fact required
to be stated therein, or necessary to make the statements
therein not misleading, provided that this agreement to
indemnify shall not apply if such statement or omission or
such alleged statement or omission was made in reliance upon
and in conformity with information furnished to the
indemnifying party by the indemnified party for use in the
Registration Statement, Prospectus, Contracts or sales
literature for the Contracts (or any amendment or supplement)
or otherwise for use in connection with the sale of the
Contracts; or
arise as the result of any failure by the indemnifying party to
provide the services and furnish the materials under the terms
of this Agreement; or
arise out of or result from any material breach or representation
and/or warranty made by the indemnifying party in this
Agreement or arise out of or result from any other material
breach of this Agreement by the indemnifying party, as limited
by and in accordance with the provisions of Sections H.1(a)
and H.1(b) hereof; or
arise out of wrongful conduct of the indemnifying party or persons
under its control with respect to the Registration Statement,
Prospectus, materials furnished, or this Agreement.
THE INDEMNIFYING PARTY SHALL NOT BE LIABLE UNDER THIS INDEMNIFICATION
PROVISION WITH RESPECT TO ANY LOSSES, CLAIMS, DAMAGES, LIABILITIES OR
LITIGATION INCURRED OR ASSESSED AGAINST THE INDEMNIFIED PARTY AS SUCH
MAY ARISE FROM THE INDEMNIFIED PARTY'S WILLFUL MISFEASANCE, BAD FAITH,
OR GROSS NEGLIGENCE IN THE PERFORMANCE OF ITS DUTIES OR BY REASONS OF
ITS RECKLESS DISREGARD, OBLIGATIONS OR DUTIES UNDER THIS AGREEMENT.
THE INDEMNIFYING PARTY SHALL NOT BE LIABLE UNDER THIS INDEMNIFICATION
PROVISION WITH RESPECT TO ANY CLAIM MADE AGAINST THE INDEMNIFIED
PARTY UNLESS THE INDEMNIFIED PARTY SHALL HAVE NOTIFIED THE
INDEMNIFYING PARTY 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 INDEMNIFIED PARTY
(OR AFTER THE INDEMNIFIED PARTY SHALL HAVE RECEIVED NOTICE OF SUCH
SERVICE ON ANY DESIGNATED AGENT), BUT FAILURE TO NOTIFY THE
INDEMNIFYING PARTY OF ANY SUCH CLAIM SHALL NOT RELIEVE THE
INDEMNIFYING PARTY FROM ANY LIABILITY WHICH IT MAY HAVE TO THE
INDEMNIFIED PARTY OTHERWISE THAN ON ACCOUNT OF THIS INDEMNIFICATION
PROVISION. IN CASE ANY SUCH ACTION IS BROUGHT AGAINST THE INDEMNIFIED
PARTY, THE INDEMNIFYING PARTY SHALL BE ENTITLED TO PARTICIPATE AT
THE INDEMNIFYING PARTY'S OWN EXPENSE, IN THE DEFENSE OF SUCH ACTION.
THE INDEMNIFYING PARTY SHALL BE ENTITLED TO ASSUME THE DEFENSE
THEREOF, AT THE INDEMNIFYING PARTY'S OWN COST AND EXPENSE, WITH
COUNSEL SATISFACTORY TO THE INDEMNIFIED PARTY. AFTER NOTICE FROM THE
INDEMNIFYING PARTY TO THE INDEMNIFIED PARTY OF THE ELECTION BY THE
INDEMNIFYING PARTY TO ASSUME THE DEFENSE THEREOF, THE INDEMNIFIED
PARTY SHALL BEAR THE FEES AND EXPENSES OF ANY ADDITIONAL COUNSEL
RETAINED BY IT, AND THE INDEMNIFYING PARTY WILL NOT BE LIABLE TO THE
INDEMNIFIED PARTY UNDER THIS AGREEMENT FOR ANY LEGAL OR OTHER EXPENSES
SUBSEQUENTLY INCURRED BY THE INDEMNIFIED PARTY INDEPENDENTLY IN
CONNECTION WITH THE DEFENSE THEREOF OTHER THAN REASONABLE COSTS OF
INVESTIGATION.
THE INDEMNIFIED PARTY WILL PROMPTLY NOTIFY THE INDEMNIFYING PARTY OF THE
COMMENCEMENT OF ANY LITIGATION OR PROCEEDINGS AGAINST IT IN CONNECTION
WITH THE ISSUANCE FOR SALE OF THE CONTRACTS.
TERMINATION. THIS AGREEMENT MAY BE TERMINATED AT ANY TIME BY EITHER PARTY UPON
60 DAYS WRITTEN NOTICE TO THE OTHER PARTY, WITHOUT THE PAYMENT OF ANY
PENALTY. THIS AGREEMENT SHALL TERMINATE AUTOMATICALLY IF IT SHALL BE
ASSIGNED. UPON TERMINATION OF THIS AGREEMENT, ALL AUTHORIZATIONS, RIGHTS
AND OBLIGATIONS SHALL CEASE EXCEPT THE OBLIGATION TO SETTLE ACCOUNTS
HEREUNDER, INCLUDING COMMISSIONS ON PREMIUMS SUBSEQUENTLY RECEIVED FOR
CONTRACTS IN EFFECT AT THE TIME OF TERMINATION OR ISSUED PURSUANT TO
OBLIGATIONS RECEIVED BY UNITED PRIOR TO TERMINATION, AND THE AGREEMENTS
CONTAINED IN SECTION G, ABOVE.
REGULATION. THIS AGREEMENT SHALL BE SUBJECT TO THE PROVISIONS TO THE 1940 ACT
AND THE 1934 ACT AND THE RULES, REGULATIONS AND RULINGS THEREUNDER AND OF
THE NASD, FROM TIME-TO-TIME IN EFFECT, INCLUDING SUCH EXEMPTIONS FROM THE
1940 ACT AS THE SEC MAY GRANT, AND THE TERMS HEREOF SHALL BE INTERPRETED
AND CONSTRUED IN ACCORDANCE THEREWITH. WITHOUT LIMITING THE GENERALITY OF
THE FOREGOING, THE TERM "ASSIGNED" SHALL NOT INCLUDE ANY TRANSACTION
EXEMPTED FROM SECTION 15(B)(2) OF THE 1940 ACT.
UNDERWRITER shall submit to all regulatory and administrative bodies having
jurisdiction over the operations of the Accounts, present or future, any
information, reports or other material which such body by reason of this
Agreement may request or require pursuant to applicable laws or
regulations.
SEVERABILITY. IF ANY PROVISIONS OF THIS AGREEMENT SHALL BE HELD OR MADE INVALID
BY A COURT DECISION, STATUTE, RULE OR OTHERWISE, THE REMAINDER OF THIS
AGREEMENT SHALL NOT BE AFFECTED THEREBY.
APPLICABLE LAW. THIS AGREEMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE
WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEBRASKA.
Signed by the parties.
UNITED OF OMAHA LIFE INSURANCE COMPANY
By:
Print Name:
Title:
Date:
MUTUAL OF OMAHA INVESTOR SERVICES, INC.
By:
Print Name:
Title:
Date:
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COMPENSATION SCHEDULE to the
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PRINCIPLE UNDERWRITING AGREEMENT between
UNITED OF OMAHA LIFE INSURANCE COMPANY
("UNITED")
and
MUTUAL OF OMAHA INVESTOR SERVICES, INC.
("UNDERWRITER")
for
UNITED OF OMAHA SEPARATE ACCOUNT B
Compensation Schedule Effective Date: JANUARY 1, 1997
For Services Rendered by UNDERWRITER to UNITED on UNITED'S own behalf and on
behalf of UNITED OF OMAHA SEPARATE ACCOUNT B, UNITED shall pay to UNDERWRITER:
[DRAFT. TO BE COMPLETED WHEN AGREEMENT IS EXECUTED]
This compensation schedule shall remain in effect for at least one year from the
effective date stated above. Either party may initiate subsequent compensation
schedule terms upon 45 days advance notice to the other party.
