SPECIMEN
PRINCIPAL UNDERWRITER AGREEMENT
THIS AGREEMENT, dated as of the 16th day of May, 1994, made by and between
HARTFORD LIFE INSURANCE COMPANY ("HLIC"), a corporation organized and existing
under the laws of the State of Connecticut, and HARTFORD EQUITY SALES COMPANY,
INC. ("HESCO"), a corporation organized and existing under the laws of the
State of Connecticut,
WITNESSETH:
WHEREAS, the Board of Directors of HLIC has registered interests in an
individual and group annuity Contract, designated Current Rate Compounding
Annuity Contract (referred to as the "Contract") with the Securities and
Exchange Commission under the Securities Act of 1933, as amended; and
WHEREAS, HESCO has previously agreed to act as distributor in connection with
offers and sales of the Contract under the terms and conditions set forth in
this Distribution Agreement.
NOW THEREFORE, in consideration of the mutual agreements made herein, the
Sponsor and HESCO agree as follows:
I.
HESCO'S DUTIES
1. HESCO, as principal underwriter for the Contract, will use its best efforts
to effect offers and sales of the Contract through broker-dealers that are
members of the National Association of Securities Dealers, Inc. and whose
registered representatives are duly licensed as insurance agents of HLIC.
HESCO is responsible for compliance with all applicable requirements of the
Securities Act of 1933, as amended, and the rules and regulations
thereunder, and all other applicable laws, rules and regulations relating
to the sales and distribution of the Contract, the need for which arises
out of its duties as principal underwriter of said Contract.
2. HESCO agrees that it will not use any Prospectus, sales literature, or any
other printed matter or material or offer for sale or sell the Contract if
any of the foregoing in any way represent the duties, obligations, or
liabilities of HLIC as being greater than, or different from, such duties,
obligations and liabilities as are set forth in this Agreement, as it may
be amended from time to time.
3. HESCO agrees that it will utilize the then currently effective Prospectus
relating to the Contract in connection with its selling efforts.
As to the other types of sales material, HESCO agrees that it will use only
sales materials which conform to the requirements of federal and state
insurance laws and regulations and which have been filed, where necessary,
with the appropriate regulatory authorities.
4. HESCO agrees that it or its duly designated agent shall maintain records as
required by the Securities and Exchange Act of 1934, as amended.
5. HESCO's services pursuant to this Agreement shall not be deemed to be
exclusive, and it may also render similar services and act as an
underwriter, distributor, or dealer for other companies in the offering of
their shares.
6. In the absence of willful misfeasance, bad faith, gross negligence, or
reckless disregard of its obligations and duties hereunder on the part of
HESCO, HESCO shall not be subject to liability to any Contract Owner or
party in interest under a Contract for any act or omission in the course,
or connected with, rendering services hereunder.
II.
1. HLIC reserves the right at any time to suspend or limit the public offering
of the Contract upon thirty days' written notice to HESCO, except where the
notice period may be shortened because of legal action taken by any
regulatory agency.
2. HLIC agrees to advise HESCO immediately:
(a) Of any request by the Securities and Exchange Commission for amendment
of its Securities Act registration statement or for additional
information;
(b) Of the issuance by the Securities and Exchange Commission of any stop
order suspending the effectiveness of the Securities Act registration
statement relating to units of interest issued with respect to the
Contract or of the initiation of any proceeding for that purpose;
(c) Of the happening of any material event, if known, which makes untrue
any statement in said Securities Act registration statement or which
requires change therein in order to make any statement therein not
misleading.
HLIC will furnish to HESCO such information with respect to the
Contract in such form and signed by such of its officers and directors
as HESCO may reasonably
request and will warrant that the statements therein contained when so
signed will be true and correct. HLIC will also furnish, from time to
time, such additional information regarding HLIC's financial condition
as HESCO may reasonably request.
III.
COMPENSATION
For providing the principal underwriting functions on behalf of HLIC, HESCO
shall be entitled to receive compensation as agreed upon from time to time by
HLIC and HESCO.
IV.
RESIGNATION AND REMOVAL OF
PRINCIPAL UNDERWRITER
HESCO may resign as Principal Underwriter hereunder, upon 120 days prior
written notice to HLIC. However, such resignation shall not become effective
until a successor Principal Underwriter has been designated and has accepted its
duties. HLIC may remove HESCO as Principal Underwriter at any time by written
notice.
V.
MISCELLANEOUS
1. This Agreement may not be assigned by any of the parties hereto with the
written consent of the other party.
2. All notices and other communication provided for hereunder shall be in
writing and shall be delivered by hand or mailed first class, postage
prepaid, addressed as follows:
(a) If to HLIC - Hartford Life Insurance Company, Hartford Plaza,
Hartford, Connecticut 06115
(b) If to HESCO - Hartford Equity Sales Company, Inc., Hartford Plaza,
Hartford, Connecticut 06115 or to such other address as HESCO or HLIC
shall designate by written notice to the other.
3. This Agreement may be executed in any number of counterparts, each of which
shall be deemed an original and all of which shall be deemed one
instrument, and an executed copy of this Agreement and all amendments
hereto shall be kept on file by HLIC and shall be
open to inspection at any time during the business hours of the HLIC.
4. This Agreement shall inure to the benefit of and be binding upon the
successor of the parties hereto.
5. This Agreement shall be construed and governed by and according to the laws
of the State of Connecticut.
6. This Agreement may be amended from time to time by the mutual agreement
and consent of the parties hereto.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed and their respective corporate seals to be hereunto affixed and
attested, all as of the day and year first above written.
(SEAL) HARTFORD LIFE INSURANCE
COMPANY
Attest:
______________________________ By: ______________________________
Secretary Vice President
(SEAL) HARTFORD EQUITY SALES
COMPANY, INC.
Attest:
______________________________ BY: _____________________________
Secretary Vice President