Exhibit 3(b)
First SunAmerica Life Insurance Company
000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
Mailing Address:
P. X. Xxx 00000
Xxx Xxxxxxx, XX 00000-0000
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Selling
Agreement
SELLING AGREEMENT
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This Selling Agreement ("Agreement"), dated _____________________, is by and
among First SunAmerica Life Insurance Company ("Insurer"), AIG SunAmerica
Capital Services, Inc. ("Distributor") and _______________________, together
with its duly licensed insurance affiliates indicated on the signature page
hereof (the "Affiliate" and collectively, "Broker/Dealer").
If no Affiliate is indicated on the signature page, Broker/Dealer is acting as
general agent hereunder and shall be responsible for the duties of broker/dealer
and general agent hereunder. If state law does not permit Broker/Dealer to hold
a corporate insurance license, the appropriate duly licensed insurance affiliate
identified on the signature page shall act as general agent hereunder. Upon
execution, such Affiliate agrees to be bound by the terms hereof as if it were
included in the definition of Broker/Dealer.
1. Appointment. This Agreement is for the purpose of arranging for the
distribution of certain variable and fixed annuity contracts and any other life
insurance products identified on Exhibit 1 (the "Contracts"), issued by the
Insurer and, in the case of variable contracts, for which Distributor is
distributor, through sales people who are licensed agents of the Insurer for
insurance purposes, are associated with and registered representatives of
Broker/Dealer (each, a "Subagent"). In consideration of the mutual promises and
covenants contained in this Agreement, the Insurer and Distributor each appoint
Broker/Dealer and, as provided in Section 3, its Subagents, to solicit and
procure applications for the Contracts. This appointment is not deemed to be
exclusive in any manner and only extends to those jurisdictions where the
Contracts have been approved for sale and in which Insurer and Broker/Dealer are
both licensed as required by prevailing regulatory requirements.
2. Representations and Warranties.
A. Each party hereto represents and warrants to each other party,
as follows:
(i) It is duly organized, validly existing and in good
standing under the laws of the state of its incorporation or
other corresponding applicable law and has all requisite power,
corporate or otherwise to carry on its business as now being
conducted and to perform its obligations as contemplated by this
Agreement.
(ii) It has all licenses, approvals, permits and
authorizations of, and registrations with, all authorities and
agencies, including non-governmental self-regulatory agencies,
required under all federal, state, and local laws and
regulations to enable it to perform its obligations as
contemplated by this Agreement.
(iii) The execution, delivery and performance of this
Agreement have been duly and validly authorized by all necessary
corporate action, if applicable, and this Agreement constitutes
the legal, valid and binding agreement of such party,
enforceable against it in accordance with its terms, except as
the same may be limited by bankruptcy, insolvency,
reorganization, moratorium or other similar laws now or
hereafter in effect relating to creditors' rights generally and
general principles of equity.
B. Broker/Dealer additionally represents and warrants as follows:
(i) It is registered as a broker and dealer 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").
(ii) It will comply with all applicable laws, rules and
regulations of, as well as any and all directives and guidelines
issued by any agency or other regulatory body with authority
over Broker/Dealer or over the premises on which Broker/Dealer
and its Subagents are soliciting the sale of Contracts.
(iii) It is duly licensed as a corporate insurance agent or it
has identified on the signature page its Affiliate that holds
such license and such Affiliate has executed this Agreement.
3. Subagents. Broker/Dealer is authorized to recommend Subagents for
appointment to solicit sales of the Contracts. Broker/Dealer is
responsible for investigating the character, work experience and
background of any proposed Subagent prior to recommending appointment by
Insurer. No Subagent shall act on behalf of Insurer until properly
appointed by Insurer. To the extent that Exhibit 1 does not include all
annuity Contracts of Insurer which are registered as securities under
the Federal Securities laws, Broker/Dealer is responsible for ensuring
that its Subagents, unless otherwise agreed to with Insurer in writing,
do not offer to sell any other variable annuity contracts issued by
Insurer, other than the Contracts, unless a selling agreement with
respect thereto has been executed by the parties. Broker/Dealer is
responsible for supervising the activities of its Subagents and for
ensuring that Subagents are properly licensed and in compliance with all
applicable federal, state and local laws and regulations and all rules
and procedures of Insurer. Broker/Dealer shall notify Insurer promptly,
in writing, of any giving or receiving of notice of termination of any
subagent. Insurer reserves the right to refuse to appoint any proposed
Subagent and to terminate any relationship with any Subagent, with or
without cause, at any time. By submitting a Subagent for appointment,
Broker/Dealer warrants that: (1) such Subagent is recommended for
appointment; (2) such Subagent is fully licensed under applicable laws
to transact business with Insurer and is a duly registered
representative of Broker/Dealer; and (3) all background investigations
required by state and federal laws have been made with respect to such
Subagent.
4. Sales Material.
A. Broker/Dealer shall not use any electronic, written or
audiovisual sales material (including prepared scripts for oral
presentations) in connection with the sales of the Contracts or
solicitations thereof, unless such material has been provided
by, or approved in writing in advance of such use by, the
Insurer and Distributor. Any electronic, written or audiovisual
sales material must be used in the format and medium provided to
Broker/Dealer and Broker/Dealer shall not convert any such
material to another format or medium unless approval is obtained
from the Insurer and Distributor prior to use.
B. In accordance with the requirements of federal and certain state
laws, Broker/Dealer shall, to the extent required by such laws,
maintain complete records indicating the manner and extent of
distribution of any such sales material. This material shall be
made available to appropriate federal and state regulatory
agencies as required by law or regulation and to Distributor and
Insurer upon written request.
5. Prospectuses. For any Contract which is a registered security,
Broker/Dealer warrants that solicitation will be made by use of
currently effective prospectuses for the Contract and the underlying
funds; and if required by state law, the Statement of Additional
Information for the Contract; that the prospectuses will be delivered
concurrently with each sales presentation and that no statements shall
be made to a client superseding or controverting or otherwise
inconsistent with any statement made in the prospectus. The Insurer and
Distributor shall furnish Broker/Dealer, at no cost to such party,
reasonable quantities of currently effective prospectuses.
6. Conduct of Business.
A. Broker/Dealer will fully comply with the requirements of all
applicable laws, rules and regulations of regulatory authorities
(including self-regulatory organizations) having jurisdiction
over the activities of Broker/Dealer or over the activities
contemplated by this Agreement to be conducted by Broker/Dealer.
B. Neither Broker/Dealer nor any Subagent shall solicit an
application from, or recommend the purchase of a Contract to, an
applicant without having reasonable grounds to believe, in
accordance with, among other things, applicable regulations of
any state insurance commission, the Securities and Exchange
Commission ("SEC") and the NASD, that such purchase is suitable
for the applicant. While not limited to the following, a
determination of suitability shall be based on information
supplied after a reasonable inquiry concerning the applicant's
insurance and investment objectives and financial situation and
needs.
C. Broker/Dealer has or will have established, prior to its
commencement of any solicitation of sales of Contracts pursuant
to the terms of this Agreement, such rules, procedures,
supervisory and inspection techniques as necessary to diligently
supervise the activities of its Subagents pursuant to this
Agreement and to ensure compliance with the terms of this
Agreement necessary to establish diligent supervision.
Broker/Dealer shall be responsible for securities training,
supervision and control of its Subagents in connection with
their solicitation activities with respect to the Contracts and
shall supervise compliance with applicable federal and state
securities laws and NASD requirements in connection with such
solicitation activities. Broker/Dealer will observe, and will
comply with, all requirements of any bank on whose premises
Broker/Dealer engages in sales activities pursuant to this
Agreement. Upon request by Insurer or Distributor, Broker/Dealer
will furnish appropriate records as are necessary to establish
diligent supervision.
D. Broker/Dealer will fully comply with the requirements of
applicable state insurance laws and regulations and will
maintain all books and records and file all reports required
there under to be maintained or filed by a licensed insurance
agent. Broker/Dealer shall comply with the terms and conditions
of any letter issued by the Staff of the SEC with respect to the
non-registration as a broker-dealer under the 1934 Act of a
corporation licensed as an insurance agent and associated with a
registered broker-dealer. Broker/Dealer shall notify Distributor
immediately in writing if Broker/Dealer fails to comply with any
such terms and conditions and shall take such measures as may be
necessary to comply with any such terms and conditions.
E. Broker/Dealer shall promptly notify Insurer and Distributor of
any written customer complaint or notice of any regulatory
investigation or proceeding received by Broker/Dealer or any
Subagent relating to a Contract or any activities undertaken in
connection with this Agreement. Insurer and Broker/Dealer shall
each cooperate fully in any investigation or proceeding
including but not limited to any securities or insurance
regulatory investigation or proceeding or judicial proceeding
arising in connection with the Contracts.
F. Broker/Dealer shall pay all expenses incurred by it in the
performance of this Agreement unless otherwise specifically
provided for in this Agreement or in a writing signed by Insurer
and/or Distributor and Broker/Dealer.
G. Applications shall be taken only on preprinted application forms
supplied by the Insurer. The Contract forms and applications are
the sole property of the Insurer. No person other than the
Insurer has the authority to make, alter or discharge any
policy, Contract application, Contract certificate, supplemental
contract or form issued by the Insurer. No person other than the
Insurer has the right to waive any provision with respect to any
Contract or policy. No person other than the Insurer has the
authority to enter into any proceeding in a court of law or
before a regulatory agency in the name of or on behalf of the
Insurer.
H. Broker/Dealer and Subagent shall accept premiums in the form of
a check or money order made payable to Insurer. Broker/Dealer
shall ensure that all checks and money orders and applications
for the Contracts received by it or any Subagent are remitted
promptly to Insurer. In the event that any other premiums are
sent to a Subagent or Broker/Dealer rather than to Insurer, they
shall promptly remit such premiums to Insurer. Broker/Dealer
acknowledges that if any premium is held at any time by it, such
premium shall be held on behalf of Insurer, and Broker/Dealer
shall segregate such premium from its own funds and promptly
remit such premium to Insurer. All such premiums, whether by
check, money order or wire, shall at all times be the property
of Insurer.
I. Upon issuance of a Contract by Insurer and delivery of such
Contract to Broker/Dealer, Broker/Dealer shall promptly deliver
such Contract to its purchaser. For purposes of this provision,
"promptly" shall be deemed to mean not later than five calendar
days, or such shorter period as is reasonable under the
circumstances. Broker/Dealer shall return promptly to Insurer
all receipts for delivered Contracts, all undelivered Contracts
and all receipts for cancellation, in accordance with the
instructions from Insurer.
J. Unless required by a determination of suitability, during the
term of this Agreement and after termination hereof,
Broker/Dealer covenants on behalf of itself and any Subagent
appointed hereunder, that they shall not solicit, induce or
attempt to solicit or induce Contract owners to terminate,
surrender, cancel, replace or exchange such Contract.
Broker/Dealer acknowledges and agrees that the provisions
contained in this Section 6 may be enforced by an action for an
injunction, as well as or in addition to any action for damages.
7. Commission Payments.
A. Broker/Dealer shall be entitled to receive a commission based
upon premiums received and accepted by the Insurer for Contracts
issued pursuant to this Agreement, based on the applicable rate
of commission set forth in the Commission Schedule attached
hereto as Exhibit 1 which is incorporated herein by reference.
Broker/Dealer shall be solely responsible for the payment of any
commission or consideration of any kind to Subagents.
B. In no event shall the Insurer be liable for the payment of any
commissions with respect to any solicitation made, in whole or
in part, by any person not appropriately licensed and registered
prior to the commencement of such solicitation.
C. If a Contract is returned to the Insurer pursuant to the "Free
Look" provision or any other right to examine provision of the
Contract, the full commission paid by the Insurer will be
unearned and shall be returned to the Insurer upon demand or, in
the absence of such demand, charged back to the recipient of the
commission. Broker/Dealer covenants and agrees to promptly
deliver Contracts and to hold the Insurer harmless from and
against any claim arising from market loss resulting from their
breach of this covenant.
D. In no event shall Insurer incur obligations under this Agreement
to issue any Contracts or pay any commission in connection
therewith if the Contract owner is over the maximum issue age
with respect to that product when the Contract application was
accepted. With respect to such Contracts, the full commission
paid by the Insurer will be unearned and shall be returned to
the Insurer upon demand or, in the absence of such demand,
charged back to the recipient of the commission.
E. With respect to any Contract that is rescinded, as determined by
the Insurer in its sole discretion (other than a rescission with
respect to which a surrender charge applies), or if the Insurer
otherwise determines that a commission has not been earned (but
such determination may not contravene any other provision of
this Agreement), 100% of such unearned commission will be
returned to the Insurer upon demand or, in the absence of such
demand, charged back to the recipient of the commission.
F. Compensation for the sale of any Contract that is renewed,
changed, exchanged or otherwise converted from any other
contract issued by the Company shall be paid according to the
Insurer's guidelines and practices.
G. With respect to any Contract, or group of Contracts which the
Insurer in its sole discretion deems to be a single case, and
which at the time of application submission the initial purchase
payment is greater than $500,000, the Insurer may determine in
its sole discretion that the commissions set forth on Exhibit 1
not apply. In the event the Insurer determines that the
commission(s) do not apply, the Insurer may establish an
alternate commission for such Contract or Contracts.
8. Indemnification
A. Broker/Dealer shall indemnify, defend and hold harmless Insurer
and Distributor and each person who controls or is associated
with Insurer or Distributor within the meaning of the federal
securities laws and any director, officer, corporate agent,
employee, attorney and any representative thereof, from and
against all losses, expenses, claims, damages and liabilities
(including any costs of investigation and legal expenses and any
amounts paid in settlement of any action, suit or proceeding of
any claim asserted) which result from, arise out of or are based
upon:
(i) any breach by Broker/Dealer or its Affiliate of any
representation, warranty or other provision of this Agreement,
including any acts or omissions of Broker/Dealer, Affiliate,
Subagents and other associated persons; or
(ii) any violation by Broker/Dealer, any Affiliate or any
Subagent of any federal or state securities law or regulation,
insurance law or regulation or any rule or requirement of the
NASD;
(iii) the use by Broker/Dealer, any Affiliate or any Subagent
of any sales or promotional material which has not received
specific written approval of Insurer and Distributor as provided
in Section 4 of this Agreement, any oral or written
misrepresentations or any unlawful sales practices concerning
the Contracts by Broker/Dealer, any Affiliate or any Subagent;
or
(iv) claims by Subagents or other agents or representatives
of Broker/Dealer for commissions or other compensation or
remuneration of any type.
B. The indemnification provided for herein shall survive
termination of this Agreement.
9. Fidelity Bond. Broker/Dealer represents that all directors, officers,
employees, representatives and/or Subagents who are appointed pursuant to this
Agreement or who have access to funds of the Insurer are and will continue to be
covered by a blanket fidelity bond including coverage for larceny, embezzlement
or any other defalcation, issued by a reputable bonding company. This bond shall
be maintained at Broker/Dealer's expense. Such bond shall be at least equivalent
to the minimal coverage required under the NASD Rules of Fair Practice, endorsed
to extend coverage to life insurance and annuity transactions. Broker/Dealer
acknowledges that the Insurer may require evidence that such coverage is in
force and Broker/Dealer shall promptly give notice to the Insurer of any notice
of cancellation or change of coverage. Broker/Dealer assigns any proceeds
received from the fidelity bond company to the Insurer to the extent of the
Insurer's loss due to activities covered by the bond. If there is any
deficiency, Broker/Dealer will promptly pay the Insurer that amount on demand,
and Broker/Dealer shall indemnify and hold harmless the Insurer from any
deficiency and from the cost of collection.
10. RapidApp Program. If applications are transmitted to the Insurer
pursuant to the Insurer's RapidApp Program, the following provisions shall apply
to such applications and Contracts issued pursuant to the RapidApp Program.
A. Broker/Dealer agrees to communicate with owners of the Contracts
issued through the RapidApp Program in order to obtain and
deliver to the Insurer the signed confirmation for the Contract.
Broker/Dealer further agrees to provide any assistance or
cooperation required to enforce a Contract issued under the
RapidApp Program which shall include, but not be limited to,
providing the Insurer access to recordings of telephone
conversations with customers containing their consent to the
purchase of Contracts, or providing statements or affidavits
from such Subagents as to the customer's consent to the making
of the Contract.
B. In the event the owner of a Contract repudiates or rescinds the
Contract and the Insurer, in its sole discretion, waives any
surrender charges, the full commission paid by the Insurer will
be returned to the Insurer upon demand or, in the absence of
such demand, charged back to Broker/Dealer or its Subagents
receiving the commission pursuant to this Agreement. In
addition, all amounts equal to any market loss arising from such
rescission or repudiation will be paid by Broker/Dealer on
demand, or in the absence of such demand, charged back to
Broker/Dealer.
C. Broker/Dealer agrees that it will be solely responsible for the
transmission or failure of transmission of application
information to the Insurer resulting from mechanical or
transmittal problems on the part of Broker/Dealer. Broker/Dealer
warrants that all application information will be accurately
transmitted and that the accuracy of the transmission can be
relied upon by the Insurer.
D. Broker/Dealer agrees to pay the Insurer all amounts equal to any
market loss resulting from the misallocation of the initial
purchase payment into the subaccounts, which misallocation was
the result of Insurer relying on Broker/Dealer's or their
Subagents' failure to accurately transmit application
information. In the absence of a demand for payment, such
amounts shall be charged back to Broker/Dealer.
E. Broker/Dealer agrees that its Subagents who are resident and
licensed in those jurisdictions approved by the Insurer may
submit applications to the Insurer pursuant to the RapidApp
Program and agree to the provisions of this Section 10.
Broker/Dealer acknowledges that agreeing to the provisions of
this Section 10 does not require its Subagents to submit all
applications to the Insurer pursuant to the RapidApp Program.
11. Termination.
A. Normal Termination. This Agreement shall continue for an
indefinite term, subject to the termination by either party upon
written notice to the other parties hereto, which shall be
effective upon receipt thereof. In addition, Insurer may
terminate this Agreement without notice if Broker/Dealer fails
to satisfy the Insurer's production requirements, as determined
in the sole discretion of the Insurer.
B. Automatic Termination for Cause. This Agreement shall
automatically terminate upon: (1) a material breach of this
Agreement, including without limitation the failure to comply
with the laws or regulations of any state or other governmental
agency or body having jurisdiction over the sale of insurance;
and (2) the suspension, revocation or non-renewal of any then
required insurance or securities license of Broker/Dealer, or
the deregistration of the Broker/Dealer or its termination of
membership with the NASD.
C. Rights and Obligations. Upon termination of this Agreement,
except as otherwise provided herein, all authorizations, rights
and obligations shall cease. If this Agreement is terminated for
cause as described above, Broker/Dealer's right to receive
compensation shall immediately terminate.
14. General Provisions.
A. Waiver. Waiver by any of the parties to promptly insist upon
strict compliance with any of the obligations of any other party
under this Agreement will not be deemed to constitute a waiver
of the right to enforce strict compliance.
B. Independent Contractor. Broker/Dealer is an independent
contractor and its Subagents who are appointed as insurance
agents of Insurer are agents of Broker/Dealer and not employees,
agents or representatives of Insurer or Distributor.
C. Independent Assignment. No assignment of this Agreement or of
commissions or other payments under this Agreement shall be
valid without the prior written consent of the Insurer.
D. Notice. Any notice pursuant to this Agreement shall be mailed,
postage paid, to the last address communicated by the receiving
party to the other parties to this Agreement.
E. Severability. To the extent this Agreement may be in conflict
with any applicable law or regulation, this Agreement shall be
construed in a manner not inconsistent with such law or
regulation. The invalidity or illegality of any provision of
this Agreement shall not be deemed to affect the validity or
legality of any other provision of this Agreement.
F. Amendment. No Amendment to this Agreement shall be effective
unless in writing and signed by all the parties hereto.
G. New York Law. This Agreement shall be construed in accordance
with the laws of the State of New York.
H. Effectiveness. This Agreement shall be effective as of the date
set forth above.
IN WITNESS WHEREOF, this Agreement has been executed by duly authorized
representatives of the parties to this Agreement as of the date set forth above.
"INSURER":
FIRST SUNAMERICA LIFE INSURANCE COMPANY
By:
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Name:
Title:
"DISTRIBUTOR":
SUNAMERICA CAPITAL SERVICES, INC.
By: /s/ J. Xxxxxx Xxxxxx
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J. Xxxxxx Xxxxxx, President
"BROKER/DEALER":
_____________________________________
By:
-----------------------------
Name:
Title:
The undersigned is affiliated with Broker/Dealer and represents that it holds
the necessary corporate insurance license to act a general agent in connection
with the sale of Contracts in the state of New York. By executing this Agreement
below, the undersigned agrees to be bound by the terms and conditions of the
Agreement.
"AFFILIATE":
_____________________________________
By:
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Name:
Title:
Tax I.D. Number: ____________________
BANK RIDER
This rider is appended to that certain Selling Agreement dated ____________
between First SunAmerica Life Insurance Company ("Insurer"), AIG SunAmerica
Capital Services, Inc. ("Distributor") and ______________________, together with
its duly licensed insurance affiliates indicated on Annex I of the Selling
Agreement ("Broker/Dealer"). This Rider is to be executed by any Broker/Dealer
which is selling, or intends to sell, Contracts on the premises of any federal
or state chartered bank, thrift or savings and loan institution (collectively,
"Bank"). Pursuant hereto, Broker/Dealer represents and warrants that it will
comply with the requirements of applicable laws, regulations and guidelines of
any regulatory authority having jurisdiction over the activities of Bank or
occurring on Bank premises, including without limitation, the Interagency
Statement on Retail Sales of Nondeposit Investment Products (Board of Governors
of the Federal Reserve System, Federal Deposit Insurance Corporation, Office of
the Comptroller of the Currency, and Office of Thrift Supervision, February 14,
1994) and any subsequent release designed to provide governance to banks in
connection with the sale of nondeposit investment products ("applicable banking
laws"). Broker/Dealer agrees that it shall be responsible for ensuring that
applicable banking laws are complied with in connection with the activities
undertaken pursuant to the Selling Agreement, including without limitation,
ensuring that all advertisements and sales literature used by Broker/Dealer
comply with applicable banking laws. Broker/Dealer further agrees that it shall
inform the Insurer in writing of any legends and other disclosures that are
required by applicable banking laws to be contained in advertisements or sales
literature for policies issued by the Insurer.
"BROKER/DEALER":
_____________________________________
By:
-------------------------------
Name:
Title:
EXHIBIT 1
Commission Schedule
This Commission Schedule is hereby incorporated in and made a part of the
Selling Agreement dated as of _________________________ ("Agreement") by and
between First SunAmerica Life Insurance Company ("Insurer"), AIG SunAmerica
Capital Services, Inc. and together with its duly licensed insurance affiliate
indicated on the signature page to the Agreement (collectively,
"Broker/Dealer").
1. In no event shall the Insurer be liable for the payment of any
commissions with respect to any solicitation made, in whole or in part, by any
person not appropriately licensed and registered prior to the commencement of
such solicitation.
2. If a Contract is returned to the Insurer pursuant to the "Free Look"
provision or any other right to examine provision of the Contract, the full
commission paid by the Insurer will be unearned and shall be returned to the
Insurer upon demand or, in the absence of such demand, charged back to the
recipient of the commission.
3. With respect to any Contract that is rescinded, as determined by the
Insurer in its sole discretion (other than a rescission with respect to which a
surrender charge applies), or if the Insurer otherwise determines that a
commission has not been earned (but such determination may not contravene any
other provision of this Agreement), 100% of such unearned commission will be
returned to the Insurer upon demand or, in the absence of such demand, charged
back to the recipient of the commission.
4. The following commission rates shall apply to Contracts issued by
Insurer. Commissions are paid in respect of the aggregate purchase payments
received and accepted by the Insurer with complete application information and
documentation as required by the Insurer or as a subsequent purchase payment
under a Contract after the Contract is in force.
ICAP II Contracts. Commissions will be paid in the amount of five percent (5%).
ICAP II Group Contracts. Commissions will be paid in the amount of five percent
(5%).
With respect to any ICAP II Group Contracts, the following commission
chargebacks will apply:
(1) Upon termination of the Contract, all commissions paid on
premiums received in the 12 months prior to termination of the
Contract will be deemed unearned and shall be returned to the
Insurer upon demand or, in the absence of such demand, charged
back to the recipient of the commission; and
(2) If, within the first four years of the Contract, any participant
under the Contract retires or terminates employment resulting in
a withdrawal of the participant's funds from the Contract, all
commissions paid on behalf of such participant's contributions
will be deemed unearned and shall be returned to the Insurer
upon demand or, in the absence of such demand, charged back to
the recipient of the commission; if no premium information is
available with respect to that participant, the charge back will
be calculated based upon the amount of the withdrawal of funds.
Polaris/Polaris II
Contracts (other than Polaris Unallocated Group Contracts). With respect to
Polaris Contracts issued to persons age 80 or younger (at date of issue),
commissions will be paid pursuant to one or more of the options set forth below,
as selected by Broker/Dealer or General Agent. If more than one
commission option is chosen, Broker/Dealer agrees that Subagents may select from
the specified commission options at the time a Contract is sold, which selection
may not be changed at a later time. If more than one commission option is
selected, Broker/Dealer must also specify a "default" commission option, which
will apply in the event the Subagent does not select a commission option at the
time of the sale of a Contract. If Broker/Dealer does not specify a "default"
commission option, the "default" commission option shall be Option 2.
Options Commission Rate Annual Trail Commission
-------- ---------------- ------------------------------------------------
Option 1 6.00% None
Option 2 5.25% For Contracts in force 15 months or longer, .25%
annually, payable in .0625% quarterly
installments.
Option 3 2.50% For Contracts in force 15 months or longer, .65%
annually, payable in .1625% quarterly
installments.
The following commission option(s) is selected: [ ] Option 1
[ ] Option 2
[ ] Option 3
If more than one commission option has been selected, a "default" commission
option must be selected:
[choose one only]: [ ] Option 1
[ ] Option 2
[ ] Option 3
With respect to Polaris Contracts (other than Polaris Unallocated Group
Contracts) sold to persons age 81 through 90 (at date of issue), commissions
will be paid as set forth below:
Issue Age Commission Rate
--------- ---------------
81-85 2.50%
Polaris Unallocated Group Contracts. Commissions will be paid in the amount of
four and one half percent (4.50%).
Broker/Dealer, on behalf of itself and its Affiliates, acknowledges and agrees:
(1) to Insurer's policies with respect to commission chargebacks which are
provided for in the Agreement and herein; and (2) that it has selected the above
commission options, which can not be modified without providing Insurer a newly
executed commission schedule.
"BROKER/DEALER":
By:
-------------------------------
Name:
Its:
