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EXHIBIT (5)(a)
AGREEMENT
AGREEMENT made this 24th day of March, 1975, by and between CONTINENTAL
ASSURANCE COMPANY SEPARATE ACCOUNT (B) (the "Separate Account") and CONTINENTAL
ASSURANCE COMPANY (the "Company").
1. The Company may be considered to be a statutory underwriter within the
meaning of Section 2(11) of the Securities Act of 1933 and principal underwriter
under Section 2(a)(28) of the Investment Company Act of 1940. The Company and
the Separate Account are, therefore, entering into this Agreement to meet the
requirements of Section 15(b) of the Investment Company Act of 1940. The Company
agrees to aid the Separate Account in the offering of its Investment Units. The
Company will receive such underwriting commissions for this activity as may be
stated from time to time in the Separate Account's then current prospectus.
2. No provision of this Agreement may be changed, waived, discharged or
terminated orally, but only by the vote of a majority of the members of the
Committee of the Separate Account, who are not parties to the Agreement or
interested persons of any such party, cast in person at a meeting called for
such purpose.
This Agreement shall continue in force for one year from the date hereof
and indefinitely thereafter, but only so long as the continuance after such year
shall be specifically approved at least annually by the vote of a majority of
the members of the Committee of the Separate Account who are not parties to the
Agreement or interested persons of any such party, cast in person at a meeting
called for the purpose of voting on such approval.
This Agreement shall terminate automatically in the event of its
assignment.
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IN WITNESS WHEREOF, the Separate Account and the Company have caused this
Agreement to be duly executed the day and year above written.
CONTINENTAL ASSURANCE COMPANY
SEPARATE ACCOUNT (B)
By: /s/ X. XXXXXXXXX
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Chairman
CONTINENTAL ASSURANCE COMPANY
ATTEST: /s/ XXXXXX X. XXXXXXX By: /s/ XXXXX X. XXXXX
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Secretary Senior Vice President
