EX.99B3(e) The Penn Insurance and Annuity Company
Independence Square, Philadelphia, PA 19172
National Accounts - Broker-Dealers Licensed
to Sell Variable Annuities and/or Variable
Life Insurance under Federal Securities Laws
(Companion Agreement - Form A-2)
BROKER-DEALER SELLING AGREEMENT
THE PENN INSURANCE AND ANNUITY COMPANY (hereinafter called "PIA") and
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇, Inc. (hereinafter called "Distributor") enter into this
Agreement with __________________________________ (hereinafter called
"Broker-Dealer") on this date ____________, 19 ______ agree as follows:
W I T N E S S E T H:
WHEREAS, PIA is in the business of issuing annuity and life insurance
contracts to the public;
WHEREAS, Distributor is an affiliate of PIA, is registered as a
broker-dealer under the Securities Exchange Act of 1934, is a member of the
National Association of Securities Dealers, Inc., and is assisting PIA in the
distribution of such contracts;
WHEREAS, Broker-Dealer is registered as a Broker-Dealer under the
Securities Exchange Act of 1934 and is a member of the National Association of
Securities Dealer, Inc.;
WHEREAS, Broker-Dealer is affiliated with _____________________________,
(hereinafter referred to as
"Corporate Insurance Agent") a corporation which is properly licensed under the
insurance laws of the state(s) in which Broker-Dealer will act under this
agreement;
WHEREAS, the parties desire to enter into an arrangement under which
Broker-Dealer and Corporate Insurance Agent agree to sell certain variable
annuity and variable life insurance contracts issued by PIA;
NOW THEREFORE, in consideration of these premises and mutual covenants
herein contained, the parties agree as follows:
1. Appointment of Broker-Dealer
1.1 Subject to the terms and conditions of this agreement, PIA and Distributor
authorizes as a Broker-Dealer non-exclusive agent for the solicitation of
applications for, and the servicing of, variable annuity and/or variable
life insurance contracts identified in the schedule(s) attached hereto,
and Broker-Dealer accepts such authorization. The variable annuity and/or
variable life insurance contracts identified in the schedules(s) are
referred to herein as "Contracts".
1.2 Broker-Dealer and its representatives shall be independent contractors as
to PIA and Distributor and, subject to the terms and conditions of this
agreement, free to exercise their own judgment as to the time, place and
means of performing all acts hereunder. Nothing in this agreement is
intended to create a relationship of employer and employee as between PIA
or Distributor, on the one hand, and representatives of Broker-Dealer on
the other.
2. Security Regulations and Insurance Coordination of Agreements.
2.1 The sale of variable annuity and variable life insurance contracts
identified in the schedule(s) attached and Insurance hereto is subject to
and regulated under federal securities laws (and may also be subject to
and regulated under certain state securities laws), in addition to state
insurance laws. It is understood and agreed that registered
representatives of Broker-Dealer shall also be representative of Corporate
Insurance Agent and that Corporate Insurance Agent shall contemporaneously
enter into a Corporate Insurance Agent Selling Agreement with PIA and
Distributor covering the sale of such contracts. This agreement and the
Corporate Insurance Agent Selling Agreement shall govern the sales of such
contracts.
3. Sale of Contracts.
3.1 Broker-Dealer shall use its best efforts to solicit applications for
Contracts from persons for whom the Contracts are suitable, in accordance
with the terms and conditions of this agreement.
3.2 All applications for Contracts shall be made on applications forms
authorized by PIA. Broker-Dealer shall diligently review all such
applications for accuracy and completeness and shall take all reasonable
and appropriate measures to assure that applications submitted to PIA are
accurate and complete.
3.3 All purchase payments collected by Broker-Dealer for PIA shall be received
in trust and shall be remitted immediately, together with the application
and any other required documentation, to PIA at the address indicated on
the application or to such other address as PIA may specify in writing.
All checks or money orders for
payments under Contracts shall be drawn to the order of PIA, except as may
be provided in the Corporate Insurance Agent Selling Agreement (referred
to in section 21. of this Agreement).
3.4 All applications are subject to acceptance or rejection by PIA in its sole
discretion. PIA may at any time in its sole discretion discontinue issuing
the Contracts or change the form and content of new Contracts to be
issued.
3.5 In soliciting applications for Contracts, Broker-Dealer may not accept
risk of any kind for or on behalf of PIA and may not bind PIA by promise
or agreement or alter any Contract in any way.
4. Compliance
4.1 In consideration of and as full compensation for the services performed in
accordance with this agreement, Corporate Insurance Agent will receive
compensation from PIA as set forth in the schedule(s) attached to the
Corporate Insurance Agent Selling Agreement referred to in Section 2.1 of
this agreement.
4.2 Should PIA for any reason return to the payor any payment made under a
Contract Broker-Dealer shall cause Corporate Insurance Agent to repay PIA
the total amount of any compensation which PIA may have paid Corporate
Insurance Agent with respect to such payment.
4.3 PIA may, in its sole discretion, change the amount, terms and conditions
of compensation with respect to payments received by PIA under Contracts.
4.4 PIA shall not be obligated to pay any compensation which would be in
violation of applicable laws of any jurisdiction, anything in this
agreement to the contrary notwithstanding.
4.5 With respect to compensation paid to Corporate Insurance Agent in
connection with the sale of variable annuity and/or variable life
insurance contracts, Broker-Dealer shall cause Corporate Insurance Agent
to maintain, on behalf of Broker-Dealer, such books and records as are
necessary for Broker-Dealer to comply with applicable recordkeeping
requirements under federal and state securities law and under the rules of
the National Association of Securities Dealers, Inc.
5. Compliance With Securities Laws.
5.1 Broker-Dealer shall not solicit applications for Contracts unless PIA or
Distributor has notified Broker-Dealer that a registration statement
required under the Securities Act of 1933 is effective as to such
contracts and unless Broker-Dealer is duly registered as a broker-dealer
under the Securities Exchange Act of 1934, is a member in good standing
of the National Association of Securities Dealers, Inc., and is duly
licensed under any applicable securities laws of the state or
jurisdiction in which Broker-Dealer engages in such activity.
5.2 PIA or Distributor shall furnish Broker-Dealer with copies of the current
prospectuses (and current supplements thereto) required to be used in
soliciting applications for variable annuity and/or variable life
insurance contracts.
5.3 Broker-Dealer and its representatives shall comply with all applicable
securities laws and regulations and with the rules of the National
Association of Securities Dealers, Inc. in soliciting applications for
and servicing Contracts. Broker-Dealer shall be fully responsible for all
acts of its representatives in soliciting applications for and servicing
Contracts.
6. Advertisements, Sales Literature And Other Communications.
6.1 Broker-Dealer shall not print, publish, distribute or use any
advertisements, sales literature or other writing relating to the
Contracts unless such advertisements, sales literature or other writing
shall have first been approved in writing by PIA and Distributor.
6.2 Broker-Dealer shall exercise care not to misrepresent the Contracts or
PIA and shall make no oral or written representation which is
inconsistent with the terms of the Contracts or with the information in
any prospectus or sales literature furnished by PIA or it misleading in
any way.
7. Indemnification.
7.1 Broker-Dealer shall indemnify or hold harmless PIA and Distributor and
each director and officer of PIA and Distributor against any losses,
claims, damages or liabilities, including but not limited to reasonable
attorneys' fees and court cost to which PIA or Distributor and any such
director or officer may become subject, under the Securities Act of 1933
or otherwise, insofar as such losses, claims, damages or liabilities (or
actions in respect thereof) arise out of or are based upon any
unauthorized use of sales materials or any verbal or written
misrepresentations or any unlawful sales
practices, or the failure of Broker-Dealer, its officers, employees or
representative to comply with the provisions of this agreement or the
willful misfeasance, bad faith, negligence or misconduct of
Broker-Dealer, its officers, employees, or representatives in the
solicitation of applications for and the servicing of Contracts.
7.2 PIA and Distributor shall indemnify and hold harmless Broker-Dealer and
each officer or director of Broker-Dealer against any losses, claims,
damages or liabilities, joint or several, including but not limited to
reasonable attorneys, fees and court cost to which Broker-Dealer or such
officer or director becomes subject, under the Securities Act of 1933 or
otherwise, insofar as such losses, claims, damages or liabilities (or
actions in respect thereof) arise out of or are based upon any untrue
statement or alleged untrue statement of a material fact required to be
stated therein or necessary to make the statements therein not
misleading, contained in any registration statement or any post-
effective amendment or supplement to the prospectus, or in any sales
material written by PIA or Distributor.
7.3 In the event PIA suffers a loss resulting from Broker-Dealer activities,
Broker-Dealer hereby assigns any proceeds received under its fidelity
bond to PIA to the extent of such losses. If there is any deficiency
amount, whether due to a deductible or otherwise, Broker-Dealer shall
promptly pay PIA such amount on demand and Broker-Dealer shall indemnify
and hold harmless PIA from any such deficiency and from the costs of
collection thereof (including reasonable attorneys' fees).
8. Complaints, Investigations & Proceedings.
8.1 Broker-Dealer shall promptly notify PIA and Distributor of any allegation
that Broker-Dealer or any of its representatives violated any law,
regulation or rule in soliciting applications for or servicing Contracts,
and shall provide PIA with full details, including copies of all legal
documents pertaining thereto.
8.2 Broker-Dealer shall cooperate fully with PIA and Distributor in any
regulatory investigation or proceeding or judicial proceeding involving
the solicitation of application for and servicing Contracts by
Broker-Dealer or any of its representatives.
9. Nonwaiver.
9.1 Forbearance by PIA or Distributor to enforce any rights under this
agreement shall not be construed as a waiver of any of the terms and
conditions of this agreement and the same shall remain in full force and
effect. No waiver of any provision of this agreement shall be deemed to
be a waiver of any other provision, whether or not similar, nor shall any
waiver of a provision of this agreement be deemed to constitute a
continuing waiver.
10. Amendment
10.1 PIA reserves the right to amend this Agreement at any time.
Broker-Dealer's submission of an application for a Contract after notice
of any such amendment shall constitute agreement of Broker-Dealer to such
amendment.
11. Termination and Assignment
11.1 This agreement may be terminated by any party, with or without cause,
upon giving written notices to the other parties. This agreement shall
automatically terminate if Broker-Dealer is adjudicated as bankrupt or
avails itself of any insolvency act or if a permanent receiver or trustee
in bankruptcy is appointed for the property of Broker-Dealer. Upon
termination of this agreement with or without cause, all authorizations,
rights and obligations shall cease, except the rights and obligations set
forth in sections 7 and 8 of this agreement and the obligations to settle
account hereunder, including the immediate forwarding of all payments
received by Broker-Dealer under Contract to PIA, and except as may be
expressly stated otherwise in this agreement.
11.2 This agreement may not be assigned without the written consent of all
parties.
12. Governing Law.
12.1 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 on the day and year
first written.
______________________________
Name of Broker-Dealer
By:___________________________
Signature
______________________________
Name
______________________________
Title
THE PENN INSURANCE AND ANNUITY
COMPANY
By:___________________________
Signature
______________________________
Name
______________________________
Title
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇, INC.
By:___________________________
Signature
______________________________
Name
______________________________
Title
The Penn Insurance and Annuity Company
Independence Square, Philadelphia, PA 19172
National Accounts - Corporate Insurance Agents
Licensed to Sell Variable Annuities and/or Variable
Life Insurance under State Insurance Laws
(Companion Agreement - Form A-1)
CORPORATE INSURANCE AGENT SELLING AGREEMENT
THE PENN INSURANCE AND ANNUITY COMPANY (hereinafter called "PIA") and
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇, Inc. (hereinafter called "Distributor") enter into this
Agreement with __________________________ (hereinafter called "Corporate
Insurance Agent") on this date ____________, 19____ agree as follows:
W I T N E S S E T H:
WHEREAS, PIA is in the business of issuing annuity and life insurance
contracts to the public;
WHEREAS, Distributor is an affiliate of PIA, is registered as a
broker-dealer under the Securities Exchange Act of 1934, is a member of the
National Association of Securities Dealers, Inc., and is assisting PIA in the
distribution of such contracts;
WHEREAS, Corporate Insurance Agent is properly licensed under the
insurance laws of the state(s) in which it will act under this agreement;
WHEREAS, Corporate Insurance Agent is affiliated with _______________, a
corporation which 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. (hereinafter referred to as "Broker- Dealer");
WHEREAS, the parties desire to enter into an arrangement under which
Corporate Insurance Agent and Broker-Dealer agree to sell certain annuity and
life insurance contracts issued by PIA;
NOW THEREFORE, in consideration of these premises and mutual covenants
herein contained, the parties agree as follows:
13. Appointment of Corporate Insurance Agent.
13.1 Subject to the terms and conditions of this agreement, PIA and
Distributor appoint Corporate Insurance Agent as a non-exclusive agent
for the solicitation of applications for, and the servicing of, annuity
and/or variable life insurance contracts identified in the schedule(s)
attached hereto, and Corporate Insurance Agent accepts such appointment.
The annuity and/or variable life insurance contracts identified in the
schedules(s) are referred to herein as "Contracts".
13.2 Corporate Insurance Agent and its representatives shall be independent
contractors as to PIA and Distributor and, subject to the terms and
conditions of this agreement, free to exercise their own judgment as to
the time, place and means of performing all acts hereunder. Nothing in
this agreement is intended to create a relationship of employer and
employee as between PIA or Distributor, on the one hand, and
representatives of Corporate insurance Agent on the other.
14. Insurance and Securities Regulations - Coordination of Agreements.
14.1 The sale of variable annuity and variable life insurance contracts
identified in the schedule(s) attached hereto is subject to and regulated
under federal securities laws (and may also be subject to and regulated
under certain state securities laws), in addition to state insurance
laws. It is understood and agreed that representatives of Corporate
Insurance Agent shall be registered representative of Broker-Dealer and
that Broker-Dealer shall contemporaneously enter into a Broker-Dealer
Selling Agreement with PIA and Distributor covering the sale of such
contracts. This agreement and the Broker-Dealer Selling Agreement shall
govern the sales of such contracts.
15. Sale of Contracts.
15.1 Corporate Insurance Agent shall use its best efforts to solicit
applications for Contracts from persons for whom the Contracts are
suitable, in accordance with the terms and conditions of this agreement.
15.2 All applications for Contracts shall be made on applications forms
authorized by PIA. Corporate Insurance Agent shall diligently review all
such applications for accuracy and completeness and shall take all
reasonable and appropriate measures to assure that applications submitted
to PIA are accurate and complete.
15.3 All purchase payments collected by Corporate Insurance Agent for PIA
shall be received in trust and shall be remitted immediately together
with the application and any other required documentation, to PIA at the
address indicated on the
application or to such other address as PIA may specify in writing. All
checks or money orders for payments under Contracts shall be drawn to the
order of PIA.
15.4 All applications are subject to acceptance or rejection by PIA in its
sole discretion. PIA may at any time in its sole discretion discontinue
issuing the Contracts or change the form and content of new Contracts to
be issued.
15.5 In soliciting applications for Contracts, Corporate Insurance Agent may
not accept risk of any kind for or on behalf of PIA and may not bind PIA
by promise or agreement or alter any Contract in any way.
16. Compensation.
16.1 In consideration of and as full compensation for the services performed
in accordance with this agreement, Corporate Insurance Agent will receive
compensation from PIA as set forth in the schedule(s) attached to this
agreement. The schedule(s) shall be signed and dated by the parties.
16.2 Should PIA for any reason return any payment made under a Contract to the
payor, Corporate Insurance Agent shall repay PIA the total amount of any
compensation which PIA may have paid with respect to such payment.
16.3 Corporate Insurance Agent may not withhold or deduct any part of any
premium or other payment due PIA for payment of compensation under this
agreement or for any other purpose. The right of Corporate Insurance
Agent to receive any compensation under this agreement shall at all times
be subordinate to the right of PIA or Distributor to offset or apply such
compensation against any indebtedness of Corporate Insurance Agent to PIA
or Distributor.
16.4 PIA may, in its sole discretion, change the amount, terms and conditions,
of compensation set forth in the schedule(s) attached to this agreement
with respect to payment received by PIA under Contracts.
16.5 PIA shall not be obligated to pay any compensation which would be in
violation of applicable laws of any jurisdiction, anything in this
agreement to the contrary notwithstanding.
16.6 With respect to compensation paid in connection with the sale of variable
annuity and/or variable life insurance contracts, Corporate Insurance
Agent shall, on behalf of Broker-Dealer, maintain such books and records
as are necessary for Broker-Dealer to comply with applicable record
keeping requirements under federal and state securities laws and under
the rules of the National Association of Securities Dealer, Inc. Such
records shall be maintained and preserved in conformity with the
requirements of Rules 17a-3 and 17a-4 under the Securities Exchange Act
of 1934, to the extent that such requirements are applicable to the
variable annuity and/or variable life contracts. Further, with respect to
such records, Corporate Insurance Agent shall be subject to examination
by the Securities and Exchange Commission in accordance with Section
17(a) of the Securities Exchange Act of 1934.
17. Compliance With Insurance Laws and Regulations.
17.1 Corporate Insurance Agent and its representative shall not solicit
applications for Contracts in any state or jurisdiction unless they are
duly licensed and qualified to do so under the insurance laws and
regulations of the state or jurisdiction and unless PIA has notified
Corporate Insurance Agent that the Contracts have been approved for sale
in the state or jurisdiction.
17.2 PIA may at any time in its sole discretion withhold or withdraw authority
of any representative of Corporate Insurance Agent to solicit
applications for the Contracts. Upon PIA giving written notice to
Corporate Insurance Agent of its withdrawal of authority of a
representative to solicit applications, Corporate Insurance Agent shall
immediately cause any such representative to cease all such
solicitations.
17.3 Corporate Insurance Agent shall notify PIA in writing immediately of the
termination of the employment or affiliation of an employee or
representative who is an appointed agent of PIA pursuant to this
agreement.
17.4 Corporate Insurance Agent shall keep accurate and complete books and
records of all transactions relating to the solicitation of applications
and for servicing Contracts. The books and records shall be made
available to PIA for inspection upon reasonable request.
17.5 If Corporate Insurance Agent solicits applications for or servicing
variable life insurance contracts under this agreement, Corporate
Insurance Agent and its representative shall observe the Standards of
Suitability for the Sale of Variable Life Insurance set forth on the
reverse side of the schedule attached hereto identifying such contacts.
17.6 Corporate Insurance Agent and its representatives shall comply with all
applicable insurance laws and regulations in soliciting applications for
and servicing Contracts. Corporate Insurance Agent shall be fully
responsible for all acts of its representatives in soliciting
applications for and servicing Contracts.
18. Advertisements, Sales Literature and Other Communications.
18.1 Corporate Insurance Agent shall not print, publish, distribute or use any
advertisements, sales literature or other writing relating to the
Contracts unless such advertisements, sales literature or other writing
shall have first been approved in writing by PIA and Distributor.
18.2 Corporate Insurance Agent shall exercise care not to misrepresent the
Contracts or PIA and shall make no oral or written representation which
is inconsistent with the terms of the Contracts or with the information
in any Prospectus or sales literature furnished by PIA or it misleading
in any way.
19. Indemnification.
19.1 Corporate Insurance Agent shall indemnify or hold harmless PIA and
Distributor and each director and officer of PIA and Distributor against
any losses, claims, damages or liabilities, including but not limited to
reasonable attorneys' fees and court cost to which PIA or Distributor and
any such director or officer may become subject under the Securities Act
of 1933 or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based
upon any unauthorized use of sales materials or any verbal or written
misrepresentations or any unlawful sales practices, or the failure of
Corporate Insurance Agent its officers, employees or representative to
comply with the provisions of this agreement or the willful misfeasance,
bad faith, negligence or misconduct of Corporate Insurance Agent its
officers, employees, or representatives in the solicitation of
applications for and the servicing of Contracts.
19.2 PIA and Distributor shall indemnify and hold harmless Corporate Insurance
Agent and each officer or director of Corporate Insurance Agent against
any losses, claims, damages or liabilities, joint or several, including
but not limited to reasonable attorneys' fees and court cost to which
Corporate Insurance Agent or such officer or director becomes subject,
under the Securities Act of 1933 or otherwise, insofar as such losses,
claims, damages or liabilities (or actions in respect thereof) arise out
of or are based upon any untrue statement or alleged untrue statement of
a material fact, required to be stated therein or necessary to make the
statements therein not misleading, contained in any registration
statement or any post-effective amendment or supplement to the
prospectus, or in any sales material written by PIA or Distributor.
19.3 In the event PIA suffers a loss resulting from Corporate Insurance Agent
activities, Corporate Insurance Agent hereby assigns any proceeds
received under its fidelity bond to PIA to the extent of such losses. If
there is any deficiency amount, whether due to a deductible or otherwise,
Corporate Insurance Agent shall promptly pay PIA
such amount on demand and Corporate Insurance Agent shall indemnify and
hold harmless PIA from any such deficiency and from the costs of
collection thereof (including reasonable attorneys' fees).
20. Complaints, Investigations & Proceedings.
20.1 Corporate Insurance Agent shall promptly notify PIA and Distributor of
any allegation that Corporate Insurance Agent or any of its
representatives violated any law, regulation or rule in soliciting
applications for or servicing Contracts, and shall provide PIA with full
details, including copies of all legal documents pertaining thereto.
20.2 Corporate Insurance Agent shall cooperate fully with PIA and Distributor
in any regulatory investigation or proceeding or judicial proceeding
involving the solicitation of application for and servicing Contracts by
Corporate Insurance Agent or any of its representatives.
21. Nonwaiver.
21.1 Forbearance by PIA or Distributor to enforce any rights under this
agreement shall not be construed as a waiver of any of the terms and
conditions of this agreement and the same shall remain in full force and
effect. No waiver of any provision of this agreement shall be deemed to
be a waiver of any other provision, whether or not similar, nor shall any
waiver of a provision of this agreement be deemed to constitute a
continuing waiver.
22. Amendment.
22.1 PIA reserves the right to amend this Agreement at any time. Corporate
Insurance Agent's submission of an application for a Contract after
notice of any such amendment shall constitute agreement of Corporate
Insurance Agent to such amendment.
23. Termination and Assignment.
23.1 This agreement may be terminated by any party, with or without cause,
upon giving written notices to the other parties. This agreement shall
automatically terminate if Corporate Insurance Agent is adjudicated as
bankrupt or avails itself of any insolvency act or if a permanent
receiver or trustee in bankruptcy is appointed for the property of
Corporate Insurance Agent. Upon termination of this agreement, with or
without cause, all authorizations, rights and obligations shall cease,
except the rights and obligations set forth in sections 7 and 8 of this
agreement and the obligations to settle account hereunder, including the
immediate forwarding of all payments received by
Corporate Insurance Agent under Contract to PIA, and except as may be
expressly stated otherwise in this agreement.
23.2 This agreement may not be assigned without the written consent of
all parties.
24. Governing Law
24.1 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 on the day and year first written.
______________________________________
Name of Corporate Insurance Agent
By:___________________________________
Signature
______________________________________
Name
______________________________________
Title
THE PENN INSURANCE AND ANNUITY COMPANY
By:___________________________________
Signature
______________________________________
Name
______________________________________
Title
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇, INC.
By:___________________________________
Signature
______________________________________
Name
______________________________________
Title
The Penn Insurance and Annuity Company
Independence Square, Philadelphia, PA 19172
AMENDMENT TO CORPORATE
INSURANCE AGENT SELLING AGREEMENT
(Companion Agreement - Form A-1)
Name of Corporate insurance Agent: ______________________________________
Individual Variable and Fixed Only Annuity Contracts - Pennant
Date of Corporate Selling Agreement (Companion Agreement - Form A-1) to which
this schedule is attached:
1. Subsection 3.3 of Section 3 of the Corporate Insurance Agent Selling
Agreement is amended to provide as follows:
All payments collected by Corporate Insurance Agent shall be received in
trust and shall be remitted immediately together with all required
documentation, to PIA at the address stated on the application or to
such other address as PIA may specify in writing. All checks and money
orders for payments under Contracts shall be drawn to the order of PIA.
Notwithstanding the foregoing, in cases where Corporate Insurance Agent
deducts compensation from premiums and other payments, as provided in
subsection 4.3 of Section 4 below, checks and money orders may be made
payable to Corporate Insurance Agent and Corporate Insurance Agent may
send the remaining balance (after deducting compensation ) to PIA,
provided the balance is remitted immediately to PIA.
2. Subsection 4.3 of Section 4 of the Corporate Insurance Agent Selling
Agreement is amended to provide as follows:
Except as provided in this subsection, Corporate Insurance Agent may not
withhold or deduct any part of any premium or other payment due PIA for
payment of compensation under this agreement or for any other purpose.
Corporate Insurance Agent may deduct compensation as set forth in
Schedule 1 attached to the Agreement from premiums and other payments
due PIA under the Agreement and may send the remaining balance to PIA,
provided that in doing so Corporate Insurance Agent complies fully with
Rule l5c3-3(k)(2)(i) under the Securities Exchange Act of 1934, to the
extent applicable. The right of Corporate Insurance Agent to receive or
retain any compensation under this agreement shall at all times be
subordinate to the right of PIA or Distributor to offset or apply such
compensation against any indebtedness of Corporate Insurance Agent to
PIA or Distributor.
Agreed:
Date:_________________ ______________________________________
Corporate Insurance Agent
By:___________________________________
Signature
______________________________________
Name
______________________________________
Title
THE PENN INSURANCE AND ANNUITY COMPANY
By:___________________________________
Signature
______________________________________
Name
______________________________________
Title
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇, INC.
By:___________________________________
Signature
______________________________________
Name
______________________________________
Title