PRINCIPAL UNDERWRITER'S AGREEMENT
IT IS HEREBY AGREED by and between PAN-AMERICAN ASSURANCE COMPANY
("INSURANCE COMPANY") on behalf of PAN-AMERICAN ASSURANCE COMPANY SEPARATE
ACCOUNT (the "Separate Account") and PAN-AMERICAN FINANCIAL SERVICES, INC.
("PRINCIPAL UNDERWRITER") as follows:
I
INSURANCE COMPANY proposes to issue and sell Variable Life Insurance
Policies (the "Policies") of the Separate Account to the public through
PRINCIPAL UNDERWRITER. The PRINCIPAL UNDERWRITER agrees to provide sales service
subject to the terms and conditions hereof. The Policies to be sold are more
fully described in the registration statement and prospectus hereinafter
mentioned. Such Policies will be issued by INSURANCE COMPANY through the
Separate 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 Policies
issued through the Separate Account. PRINCIPAL UNDERWRITER will sell the
Policies under such terms as set by INSURANCE COMPANY and will make such sales
to purchasers permitted to buy such Policies 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 registered
representatives and selling broker dealers with respect to all premiums accepted
by INSURANCE COMPANY on the Policies covered hereby.
IV
On behalf of the Separate 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 Policies. 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 Policies or the Separate Account of INSURANCE
COMPANY 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 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 ___________, 2001.
INSURANCE COMPANY:
PAN-AMERICAN ASSURANCE COMPANY
BY: ____________________________________________
ATTEST:
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Secretary
PRINCIPAL UNDERWRITER:
PAN-AMERICAN FINANCIAL SERVICES, INC.
BY: ___________________________________________
ATTEST:
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Secretary