DISTRIBUTION AGREEMENT
Between
THE PENN INSURANCE AND ANNUITY COMPANY
(Issuer)
And
XXXXXX, XXXXXXXX & XXXX, INC.
(Distributor)
Individual Variable and Fixed Annuity Contracts
Dated as of March 1, 1995
AGREEMENT made as of the 1st day of March, 1995, between THE PENN
INSURANCE AND ANNUITY COMPANY ("PIA"), a Delaware corporation, and XXXXXX,
XXXXXXXX & XXXX, INC. ("Distributor"), a Pennsylvania corporation.
W I T N E S S E T H:
WHEREAS, PIA is engaged in the business of issuing variable annuity and
fixed contracts to the public;
WHEREAS, Distributor is licensed as a life insurance agent of PIA under
state insurance laws, is registered as a broker-dealer under the Securities
Exchange Act of 1934 and is a member of the National Association of Securities
Dealers, Inc.; and
WHEREAS, PIA desires to appoint Distributor to distribute variable and
fixed annuity contracts and Distributor desires to accept such appointment;
NOW THEREFORE, in consideration of the premises and mutual covenants
herein contained, the parties agree as follows:
1. APPOINTMENT OF DISTRIBUTOR
1.1 Subject to the terms and conditions herein contained, PIA
appoints Distributor as a nonexclusive distributor of its
variable and fixed annuity contracts (herein referred to as
the "Contracts").
2. DISTRIBUTION OF CONTRACTS THROUGH OTHER AGENT/BROKER-DEALERS
2.1 Distributor shall use its best efforts to distribute the
Contracts through qualified agent/broker-dealers in states and
jurisdictions in which Distributor may legally do so.
Distributor shall assist PIA in selecting, providing
information to, and monitoring the performance of, such
agent/broker-dealers. Distributor shall distribute the
Contracts pursuant to selling agreements among PIA,
Distributor and qualified agent/broker-dealers substantially
in the form of selling agreements attached hereto as Exhibits
A, B and C.
3. COMPLIANCE WITH LAWS AND REGULATIONS
3.1 Distributor shall strictly comply with all applicable
insurance laws and regulations in distributing Contracts and
shall take all reasonable measures to assure that its
officers, directors, employees and other individuals acting on
its behalf comply with the applicable insurance laws and
regulations.
3.2 Distributor shall strictly comply with all applicable
securities laws and regulations and with the rules of the
National Association of Securities Dealers, Inc. in
distributing Contracts that are deemed to be securities within
the meaning of applicable securities laws, and shall take all
reasonable measures to assure that its officers, directors,
employees and other individuals acting on its behalf comply
with the applicable securities laws, regulations and rules.
3.3 PIA shall furnish Distributor with copies of the current
prospectus filed with the Securities and Exchange Commission
(and filed with any state securities regulatory office, if
required) and required to be used in distributing the
Contracts.
3.4 Distributor shall not print, publish, distribute or use any
advertisement, sales literature or other writing relating to
the Contracts unless such advertisement, sates literature or
other writing shall have first been approved in writing by
PIA.
4. MISCELLANEOUS
4.1 Distributor shall cooperate with PIA in investigating and
settling all claims which may be made against PIA involving
the distribution of Contracts. Distributor shall promptly
forward to PIA any notice of claim or relevant information
concerning a potential claim which may come into its
possession, and shall promptly forward to PIA any legal papers
served on Distributor involving such claim.
4.2 Distributor shall indemnify and hold harmless PIA and each
director and officer of PIA against any losses, damages or
liabilities, insofar as such losses, damages and liabilities
arise out of or are based upon any unauthorized act of
Distributor in distributing the Contracts or the failure of
Distributor and its officers, employees and representatives to
comply with the provisions of this Agreement.
4.3 PIA shall indemnify and hold harmless Distributor and each
director and officer of Distributor against any losses,
damages or liabilities, to which Distributor or such director
or officer becomes subject, under the Securities Act of 1933
or otherwise, insofar as such losses, damages and liabilities
arise out of or are based upon any inaccurate or inadequate
statement in the Registration Statement for the Contracts.
4.4 This Agreement may be terminated, without cause, by either
party upon thirty days prior written notice. This Agreement
may be terminated, for cause, by either party immediately.
4.5 This Agreement shall be construed in accordance with and
governed by the laws of the Commonwealth of Pennsylvania.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their officers designated below as of the day and year written
above.
THE PENN INSURANCE AND ANNUITY
COMPANY
Attest
/s/ Xxxxxx X. Xxxx By /s/ X. Xxxxxxxx Xxxxxxx
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Associate Secretary X. Xxxxxxxx Illoway
Vice President
XXXXXX XXXXXXXX & XXXX, INC.
Attest
By
------------------------------- ---------------------------------
Xxxxxxx X. Cloud
President
