1
EXHIBIT 3(b)
SELLING AGREEMENT
THIS AGREEMENT is made among Travelers Insurance Company ("TIC"), Travelers Life
and Annuity Company ("TLAC"), (collectively the "Insurance Companies") and
CFBDS,Inc. (Underwriter) _______________________("Broker/Dealer"), together with
its affiliated insurance agencies (collectively the "Selling Entities") as are
specified on the Schedule Pages attached to this agreement as Exhibit 1 (the
"Schedule Pages").
In consideration of the mutual promises contained in this agreement, the parties
agree as follows:
1. Purpose and Background. The Underwriter, the Insurance Companies,
Broker/Dealer and Selling Entities enter into this agreement for the purpose of
authorizing Broker/Dealer, through certain of its insurance licensed agents to
solicit applications for such life insurance (including variable life), annuity
contracts (including fixed, variable, and modified guaranteed annuity products),
long term care insurance contracts and such other insurance products as shall be
mutually agreed upon (collectively the "Insurance Policies") as are listed on
the Schedule Pages. The Schedules Page may be amended from time to time to add
other Insurance Policies and to note any additional insurance agency affiliates.
2. Licensing and Appointment. The Insurance Companies have each respectively
appointed Underwriter to serve as the distributor and principal underwriter of
the variable life or variable annuity Insurance Policies. The Underwriter is
registered with the SEC, the National Association of Securities Dealers, Inc.
("NASD") and all appropriate state securities regulatory authorities as a
broker/dealer.
The Underwriter hereby appoints the Broker/Dealer to distribute the variable
Insurance Policies listed on the Schedule Pages through its registered
representatives ("Registered Representatives").
3. Securities Licensing/NASD Compliance. Broker/Dealer shall at all times when
performing its functions under this agreement, be registered as a securities
broker with the SEC and NASD and licensed or registered as a securities
broker/dealer in the states and other local jurisdictions that require such
licensing or registration in connection with sales of variable products.
Broker/Dealer agrees to abide by all applicable state and federal rules and
regulations promulgated thereunder. For the purpose of compliance with any such
laws or regulations, Broker/Dealer acknowledges and agrees that in performing
Broker/Dealer services covered by this Agreement, it is acting in the capacity
of an independent broker and dealer as defined by the By-Laws of the NASD and
not as an agent or employee of either Underwriter or any registered investment
company.
2
4. Insurance Licensing. Broker/Dealer (and if appropriate Insurance Selling
Entities) agree that at all times when performing its functions under this
agreement, the entity soliciting sales of the Insurance Policies will be validly
licensed as an insurance agency in the states and other jurisdictions that
require such licensing or registration in connection with sales or solicitation
of the Insurance Policies. If applicable, Broker/Dealer represents that it or
its insurance agency affiliate is properly authorized under applicable state law
to receive insurance commissions generated from sales of the Insurance Policies.
Broker/Dealer and Selling Entities each represent that they will engage in the
solicitation and sale of Insurance Policies in accordance with applicable
insurance and securities laws and regulations.
Broker/Dealer represents and warrants that it is authorized and licensed as an
agent under applicable state insurance laws to solicit, negotiate and effect the
contracts of insurance contemplated hereunder. In the event Broker/Dealer is not
licensed as such, an insurance agency affiliated with Broker/Dealer shall be
licensed as an agent under applicable state insurance laws to solicit, negotiate
and effect the contracts of insurance contemplated hereunder.
5. Appointment of Broker/Dealer. The Insurance Companies (and with respect to
any variable life insurance or annuity product, Underwriter) hereby authorize
the Broker/Dealer to sell those Insurance Policies listed on the Schedule Page,
as such page may be amended from time to time, including the variable Insurance
Policies through its validly appointed and licensed registered representatives
(the "Registered Representatives"). Broker/Dealer is also appointed to perform
certain administrative services necessary to facilitate the solicitation and
sales of the Insurance Policies.
Broker/Dealer or, if applicable, Selling Entities, each are appointed general
agencies of Insurance Companies and each is authorized to sell the Insurance
Policies listed on the Schedule Pages.
Pursuant to the appointments described in this Section 5, Broker/Dealer and
Selling Entities must comply with the following requirements:
(a) All securities services provided in connection with the sale of
insurance securities will be through registered representatives of
Broker/Dealer;
(b) Unregistered employees will not engage in any securities
activities, nor receive any compensation based on transactions in insurance
securities or the provision of securities advice;
(c) Broker/Dealer will maintain books and records relating to
transactions in insurance securities at its home office;
2
3
(d) Customers purchasing variable Insurance Policies will make their
checks payable to Insurance Companies;
For the purpose of compliance with any applicable state insurance laws or
regulations promulgated under them, Broker/Dealer acknowledges and agrees that
solely in performing the insurance-selling functions reflected by this
Agreement, it or its Registered Representative is acting as the agent of the
Insurance Companies, and in that capacity is authorized only to solicit
applications from the public for the Insurance Policies.
6. Responsibility for Registered Representatives Activities. Broker/Dealer will
select and supervise persons whom it will train to solicit applications for the
Insurance Policies in conformance with applicable state and federal laws and
regulations. Persons engaged in the sale of variable Insurance Policies will be
registered representatives of Broker/Dealer in accordance with the rules of the
NASD. All individuals soliciting sales of Insurance Policies will be properly
licensed and appointed to the Insurance Companies in accordance with the state
insurance laws of those jurisdictions in which the Insurance Policies may
lawfully be distributed.
The Insurance Companies shall have authority to determine whether to appoint or
terminate each Registered Representative as an insurance agent of the Insurance
Companies. Broker/Dealer agrees to cooperate in supplying information or making
recommendations necessary to complete such insurance agent appointments.
In jurisdictions which require that Insurance Companies perform background
information prior to appointment, Broker/Dealer agrees to provide such
information as may be necessary to perform such review, including but not
limited to obtaining permission from each Registered Representative who seeks
such appointment.
Upon request by Insurance Companies, Broker/Dealer and/or any such Selling
Entities shall furnish such appropriate records as may be necessary to establish
supervision of its Registered Representatives in connection with sales of the
Insurance Policies. Upon Insurance Companies' review of such supervisory
materials, Broker/Dealer shall make such changes to its registered
representatives' rules of conduct as Insurance Companies may reasonably request
but only to the extent that such requests relate to sales of the Insurance
Policies.
Broker/Dealer shall notify Insurance Companies if any Registered Representative
ceases to be a registered representative of Broker/Dealer or ceases to maintain
the proper licensing required for the sale of the Insurance Policies or fails to
meet material rules and standards imposed by either Broker/Dealer or the Selling
Entities.
If Registered Representative or Broker/Dealer agrees to deliver on behalf of
Insurance Company policies, annual reports, policy statements, billing notices,
miscellaneous reports of policy values and other pertinent information, or other
materials relating to the
3
4
Policy that the Broker/Dealer warrants it will deliver such documents on a
timely basis. Broker/Dealer will be responsible for complying with all
applicable insurance laws concerning the fulfillment of such delivery
obligations.
7. Suitability of Sales of Contract. With regard to variable insurance policies,
Broker/Dealer will review all contract and policy applications for suitability,
completeness, and correctness as to form. Broker/Dealer shall also be
responsible for ensuring compliance with NASD suitability rules and standards
applicable to purchases of the Insurance Policies. Broker/Dealer is also
responsible for ensuring that all sales are in compliance with applicable state
insurance laws and regulations.
Broker/Dealer will promptly, but in no case later than the end of the business
day that Broker/Dealer receives applications and payment, forward to the
applicable Insurance Company, at addresses provided, all such applications found
suitable and in good form, together with any payments received with such
applications. Broker/Dealer will immediately return to the applicant all
applications deemed by Broker/Dealer to be unsuitable or not complete and
correct as to form together with any payments received. The Insurance Companies
reserve the right to reject any Insurance Product application and return any
payment made in connection with an application which is rejected. Insurance
Policies issued will be forwarded to Broker/Dealer or at the direction of
Broker/Dealer to the Registered Representative for delivery to the Contract
Owner. Broker/Dealer shall obtain and retain a written receipt for each Contract
which Broker/Dealer delivers.
The parties acknowledge that sales and solicitations may, where consistent with
state insurance laws and regulations, be conducted either without an
application, or on a basis where an application is submitted subsequent to a
sale. If such sales procedures are permitted, Broker/Dealer agrees that it will
continue to be responsible for compliance with applicable laws concerning, among
other things, suitability and policy delivery requirements. Broker/Dealer agrees
to hold Underwriter harmless for any failure to follow such rules or
regulations.
8. Solicitation/Representatives Concerning the Contracts. Broker/Dealer will
perform the selling functions required by this Agreement in accordance with the
terms and conditions of any applicable prospectus(es). With regard to
non-variable insurance policies, selling entity shall make no representations
concerning such policies not contained in the contract. Broker/Dealer will make
only representations included in the prospectus or in any authorized
supplemental material. No sales solicitations, including the delivery of
supplemental sales literature or other such materials, shall occur, be delivered
to, or used with a prospective purchaser unless accompanied or preceded by
appropriate and then-current prospectus(es).
Any material prepared or used by Broker/Dealer or its Registered Representative,
which describes in whole or in part or refers by name or form to any of the
Insurance Companies' Insurance Policies or underlying funds or uses the name of
the Insurance
4
5
Companies, Underwriter, or Travelers Group Inc., or the logos or service marks
of any of them, or the name, logos or service marks of any "Affiliated Company"
of any of them, as that term is defined in Section 2(a)(2) of the Investment
Company Act of 1940, must be approved by Underwriter in writing prior to any
such use.
Broker/Dealer and Selling Entities acknowledge that information pertaining to
Underwriter and Insurance Companies is proprietary in nature. Selling Entities
agree that they will not disclose any information concerning Insurance Companies
or Underwriter's products, services or programs to any person for consideration
or otherwise unless Broker/Dealer and/or Selling Entities consent to such use in
writing. Broker/Dealer and Selling Entities agree that, following the
termination of this Agreement for any reason, they will not enter into any plan,
program scheme or course of action which would systematically attempt to induce
any Contract owner(s) away from Travelers, except that Broker Dealer may always
recommend a move to another company's product if such move would be more
suitable than Traveler's product for a particular client or clients or in the
event of a detrimental change in the financial stability of Travelers which
Broker Dealer believes would jeopardize their clients.
9. Use of Confidential Customer Information. The parties to this agreement agree
to safeguard customer information provided by contract owners during the
application and underwriting process. Specifically, the parties understand that
the Insurance Companies provide a "Privacy Promise" substantially in the form
attached hereto as Exhibit 2 as amended from time to time as may be required by
applicable law. The parties agree to cooperate with each other to meet the terms
of this Privacy Promise.
10. Compensation. Compensation payable to Broker/Dealer on sales of the Variable
Insurance Policies sold by Registered Representatives will be paid to
Broker/Dealer, or as necessary to meet any legal requirements, to a licensed
insurance affiliate, in accordance with the compensation schedule(s) set forth
on the Schedule Pages. Such Schedule Pages may be amended from time to time and
compensation will be paid in accordance with the compensation schedule in effect
at the time the premium payments are received by the applicable Insurance
Company (in the case of annuities) or at the time the applications are received
(in the case of life insurance). The Insurance Companies reserve the privilege
of revising the compensation schedules set forth in the Schedule Pages at any
time with prior written notice to Broker/Dealer. Submission of business
following receipt of such notice shall operate to ratify acceptance of such
amendment.
11. Assignment of Agreement. This Agreement may not be assigned except by mutual
consent and will continue, subject to the termination by any party on written
notice to the other party, except that in the event Broker/Dealer ceases to be a
registered Broker/Dealer or a member of the NASD, this Agreement will
immediately terminate. Underwriter reserves the right to designate, at its sole
discretion, an alternative Principal Underwriter for the distribution of the
Contracts covered by this Agreement with prior
5
6
written notice to Broker/Dealer except in the event that TIC replaces
Underwriter as discussed below.
The parties understand that if TIC replaces Underwriter any such substituted
party will automatically assume all of Underwriter's rights and duties under
this agreement. TIC may assume such functions itself, or assign these to
affiliated, properly licensed broker-dealers. TIC will notify Broker/Dealer if
any such substitution occurs.
12. Indemnification. No party to this Agreement will be liable for any
obligation, act or omission of the other. Each party to this Agreement will hold
harmless and indemnify the (1) Registered Investment Companies which are used to
fund the Contracts, (2) Insurance Companies, (3) Underwriter, (4) Broker/Dealer,
and (5) Selling Entities, as appropriate, for any loss or expense suffered as a
result of the violation or noncompliance by any party to this agreement of any
of the terms of this agreement or of any applicable law or regulation. No party
nor any of its employees or agents will be liable to the other party for any
direct, special or consequential damages arising out of or in connection with
the performance of any services pursuant to the Agreement. Each party to this
agreement agrees to indemnify and hold harmless any other affected party for any
losses, claims, damages or liabilities (or actions in respect thereof) which
arise out of or are based on any untrue statement or alleged untrue statement of
a material fact required to be stated or necessary to make the statements made
not misleading in the connection with the solicitation, sale, or administration
of the of the Insurance Policies.
13. Notices. All notices to the Insurance Companies or Underwriter relating to
this Agreement should be sent to the attention of :
Travelers Life & Annuity
One Tower Square
Hartford, CT 06183-6091
Attention: General Counsel
All notices to Broker/Dealer will be duly given if mailed or faxed to the
address provided to Insurance Companies by Broker/Dealer from time to time.
14. Independent Contractors. Underwriter and Insurance Companies are independent
contractors with respect to Broker/Dealer, Selling Entities, and to Registered
Representatives.
15. Governing Law. This Agreement shall be construed in accordance with and
governed by the laws of the state of Connecticut.
16. Amendment of Agreement. Insurance Companies reserve the right to amend this
Agreement at any time, and the submission of an application by Broker/Dealer
after notice of any such amendment has been sent to the other parties shall
constitute the other parties' agreement to any such amendment. Following
provision of notice of a change in
6
7
compensation schedules, submission of additional business shall operate to
ratify acceptance of such schedules.
17. Termination. This Agreement may be terminated, without cause, by any party
upon thirty (30) days' prior written notice, and may be terminated, for failure
to perform satisfactorily or other cause, by any party immediately; and shall be
terminated if Broker/Dealer shall cease to be a registered Broker/Dealer under
the Securities Exchange Act of 1934, as amended, or a member of the NASD.
Notwithstanding, the following sections shall survive any such termination:
Sections 3, 6, 8, 9, 10, 12, 15, 18, 19, and 20.
18. Waiver Upon Termination. Failure of any party to terminate this Agreement
for any of the causes set forth in this agreement will not constitute a waiver
of the right to terminate this Agreement at a later time for any of these
causes.
19. Books and Records. Broker/Dealer shall maintain all books and records
required by applicable laws and regulations in connection with the offer and
sale of the Insurance Policies. The books, accounts and records of Broker/Dealer
relating to the sale of the Insurance Policies shall be maintained so as to
clearly and accurately disclose the nature and details of all transactions.
Underwriter and Insurance Companies reserve the right to request reasonable
periodic inspection of such books and records as relate to the sale and
solicitation of the Insurance Products.
20. Cooperation with Regulatory Investigations. Broker/Dealer, Selling Entities
and Insurance Companies and Insurance Companies agree to cooperate fully in any
insurance, securities or other regulatory investigation, inquiry, inspection, or
proceeding or in any judicial proceeding arising in connection with the
Insurance Policies. Broker/Dealer and Insurance Compaines shall cooperate with
each other to resolve any customer complaint, and each agrees to promptly notify
the other upon receipt of notice of any investigation, claim, or proceeding
involving the Insurance Policies or any situation which would materially affect
the respective party's ability to perform its obligations hereunder. Each of the
parties to this agreement agrees that it will promptly notify the other parties
of any material claim of which it becomes aware involving the sale or
solicitation of the Insurance Policies.
21. Fidelity Bond. Broker/Dealer represents that all of its directors, officers,
employees and Registered Representatives are and shall be continuously covered
by a blanket fidelity bond, covering for larceny and embezzlement, issued by a
reputable bonding company. This bond shall be maintained at Broker/Dealer's
expense and shall be, at least, of the form, type and amount required under the
NASD Conduct Rules.
22. Counterparts. This Agreement may be executed in one or more counterpart,
each of which shall be deemed in all respects an original.
7
8
In reliance on the representations set forth and in consideration of the
undertakings described herein, the parties represented below do hereby contract
and agree. This agreement is effective, _______________
Travelers Insurance Company The Travelers Life & Annuity
Company
By: ____________________________ By: ______________________
Name:___________________________ Name: ____________________
Title: _________________________ Title: ___________________
Date: __________________________ Date: _____________________
CFBDS, Inc ___________________________
Broker Dealer
By:_____________________________ By: ______________________
Name:___________________________ Name: ____________________
Title:__________________________ Title: ___________________
Date:___________________________ Date: _____________________
________________________________ __________________________
Insurance Agency Insurance Agency
By:_____________________________ By: ______________________
Name:___________________________ Name: ____________________
Title:__________________________ Title: ___________________
Date: __________________________ Date: ____________________
________________________________ ___________________________
Insurance Agency Insurance Agency
By: ____________________________ By: ______________________
Name:___________________________ Name: ____________________
Title:__________________________ Title: ___________________
Date: __________________________ Date: ____________________
8
9
EXHIBIT 1
SELLING AGREEMENT SCHEDULE PAGE
Broker/Dealer and Selling Entities are authorized to solicit applications for
the life insurance policies, annuity contracts, long term care contracts, and
the other insurance products listed below
I. Life Insurance
Travelers Corporate Variable Life
Travelers Corporate Variable Life 2000
All products described herein are subject to state availability. Compensation
Schedules for each product described above are listed on the following pages.
Consistent with the terms of the Selling Agreement, Compensation Schedules may
be changed at any time.
Payment of compensation for any product is subject to the following conditions
and limitations, in addition to any applicable provision of the Selling
Agreement.
9
10
1. CHARGEBACKS OF COMMISSIONS.
A. If the Insurance Companies return all or a portion of a
premium paid with respect to an Insurance Product,
Broker/Dealer shall be obligated to refund to Insurance
Companies applicable commissions on the amount of such
premium only where:
(i) consistent with the Selling Agreement, the Insurance
Product solicited is returned as not taken under the
policy "free look" provisions;
(ii) premiums are refunded due to overpayments, errors in
billing or in the timing of automatic premium collection
deductions, or errors resulting in policy reissue;
(iii) the check delivered in payment of any contract premium
does not clear and the premium collection deductions, or
errors resulting in policy reissue;
(iv) the Insurance policy on which commission payments were
made is terminated or premium is refunded because the
Registered Representative(s) or Broker-Dealer who sold
the Insurance Policy committed an act, error or omission
which materially contributed to the termination of the
Insurance Policy or the need to return premium;
(v) the issuing Insurance Company rejects the application;
(vi) a judicial or regulatory authority directs the issuing
Insurance Company to return premium payments without
assessment of a surrender charge;
(vii) the applicant's initial premium on a 1035 exchange is
returned because the expected rollover amount from
another policy or contract is not transferred due to the
exchange not meeting the legal requirements to qualify
for a tax-free exchange;
(viii) the issuing Insurance Company returns unearned premium on
a life insurance contract as required by the provisions
of the policy;
(ix) the issuing Insurance Company determines that it has a
legal liability to return premiums on a life insurance
contract within the first year after the Insurance
Product is issued; or
10
11
(x) the issuing Insurance Company and Broker/Dealer mutually
agree to return all or a portion of a premium with
respect to a particular contract or policy.
(xi) the Insurance Policy is surrendered within 90 days from
the date of issuance. In any case, Broker/Dealer and/or
Insurance Companies may offset amounts paid in commission
on surrendered policies from future sales.
B. The chargeback for Travelers Corporate Variable Life is as follows:
If the policy is surrendered after 90 days, but within the first two
policy years and the policy belonged to a case, the Broker/Dealer shall
be obligated to refund to the underwriter the following amounts:
(i) If the surrender is within the first policy year, 6% of
first year premium up to target premium plus 2% on all
first year premium in excess of target premium plus any
bonus amount associated with the policy.
(ii) If the surrender is after the first policy year, but
before completion of the second, 3% of first year premium
up to target premium plus 1% on all first year premium in
excess of target premium plus 50% of any bonus associated
with the policy.
11
12
C. The chargeback schedule for Travelers Corporate Variable Life 2000 is as
follows:
If the policy is surrendered after 90 days, but within the first two
policy years and the policy belonged to a case, the Broker/Dealer shall
be obligated to refund to the underwriter the following amounts:
(i) If the surrender is within the first policy year, 15% of first year
premium up to target premium plus 3.5% on all first year premium in
excess of target premium.
(ii) If the surrender is after the first policy year, but before
completion of the second, 7% of cumulative target premiums plus
3.5% on cumulative premium in excess of cumulative target premium.
(iii) If the surrender is after the second policy year, but before
completion of the third policy year, 3.5% of cumulative target
premiums plus 2.5% on cumulative premiums in excess of cumulative
target premiums.
D. If the policy is surrendered within the first five policy years and the
policy does not belong to a case, the Broker/Dealer shall be obligated to
refund to the underwriter the following amounts:
Year of Surrender % of First Year Compensation Refunded
----------------- -------------------------------------
1 100
2 80
3 60
4 40
5 20
The Insurance Company may offset amounts paid in commission on
surrendered policies from future sales.
A case is defined as a group of policies sold together to a corporation
for purposes of funding non-qualified benefits, etc.
12
13
2. FREE LOOK PROVISION. If any Contract or Policy is redeemed at any time or if
within forth-five (45) days after confirmation by the Insurance Companies of any
premium payments credited to a Contract or Policy, that Contract is tendered for
full or partial surrender, or the life at risk thereunder dies, then, at the
option of the Insurance Companies, no commission will be payable with respect to
such premium payments and any commission previously paid for said premium
payments must be refunded to the applicable Insurance Company or Underwriter as
directed by Underwriter. Insurance Companies agrees to notify Broker/Dealer with
ten (10) business days after the request for repurchase or redemption, or
notification of death of the life at risk is received by the applicable
Insurance Company.
3. REBATING. If Broker/Dealer or any Registered Representative of Broker/Dealer
rebates or offers to rebate all or any part of a premium on an Insurance Policy
issued by the Insurance Companies in violation of applicable state insurance
laws or regulations, or if Broker/Dealer or any Registered Representative of
Broker/Dealer shall withhold any premium on an Insurance Policy issued by the
Insurance Companies, the same may be grounds for termination of this Agreement
by Insurance Companies. If Broker/Dealer induces or attempts to induce any
Policy or Contract Owner to relinquish an Insurance Policy except under
circumstances where there is reasonable grounds for believing the policy,
contract or certificate is not suitable for such person, Broker-Dealers right to
receive any compensation under this agreement shall cease and terminate.
13
14
COMMISSION SCHEDULES FOR
LIFE INSURANCE PRODUCTS
A2
This Schedule is attached to and is made a part of the Agreement. It is subject
to the terms and conditions contained in the Agreement.
Pursuant to the Agreement, the Insurance Companies may terminate or amend this
Schedule at their sole discretion. If any such changes are made, we will notify
you.
The compensation arrangements described below shall govern commission payouts.
Commissions based on premium will be calculated only on premiums actually
received in good order by the Insurance Companies. Commissions will be paid only
on an as-earned basis. Commissions will be paid to Broker/Dealer unless state
insurance laws require that commission payments be made to an insurance agency.
1. We will pay commissions and allowances on premiums paid for
additional benefits or increases in benefits of any kind at the same
rate as is being allowed at the time of addition, or increase for the
premiums of the policies to which they are added. We will not pay
compensation: on premiums for a policy which is a conversion of
employee Special Protection Plan, Employee Life Insurance-Plan 1 or
group life insurance; on extra premiums for a policy which are
charged due to temporary flat substandard rating because of physical
impairments; or on premiums of a policy which are waived under any
provision of such policy.
2. If you convert one of our term policies to a different form, we will
pay compensation in accordance with our rules applying to such
policies at the time of conversion.
3. Where, in our judgment, a policy replaces a policy previously issued
by us on the same policyholder (other than as a term conversion), the
commission payable for the first year of insurance on the new policy
will be adjusted in accordance with our procedures in effect at the
time of such replacement.
4. Compensation on all universal life policies which would otherwise be
payable, will not be paid on remittances received for policies
following a partial withdrawal until the sum of such remittances
equals the amount of the withdrawal at which time we will pay
compensation on subsequent remittances.
14
15
5. While recognizing the opportunity for flexibility in policyholder
service options inherent to universal life forms of insurance,
evidence of manipulation by any Registered Representative of
universal life policies, contributions, loans, surrenders or
replacements, not deemed by us to be in the best interest of then
policyholder or us shall cause divestiture of your rights to
continuing compensation and termination of this contract.
6. If we return the premiums on a policy or any portion of such premiums
for any cause, Broker/Dealer will refund to us on demand, the amount
of compensation you received on such returned premiums.
7. Initial compensation payable under this Schedule will be payable at
the time of the receipt and acceptance of premium by the Insurance
Companies. The amount, if any, and the time of payment of
compensation on replacements, changes, exchanges, term renewals,
premium payments paid in advance, or similar policy issuance
situations shall be governed by the Insurance Companies' underwriting
and administrative rules then in effect.
8. As used in the attached compensation schedules, the following
definitions apply:
"TARGET PREMIUM" means the premium paid to Travelers Corporate
Variable Universal Life that receives new commission rates in the
first year and renewal commission rates in the renewal years.
"TAMRA PREMIUM" means the paid premium level in any year above which
will receive a reduced excess commission rate for Travelers Corporate
Variable Universal Life.
"EXCESS PREMIUM" means the premium paid to Travelers Corporate
Variable Universal Life that is above the target premium in any year.
"PRODUCTION LEVEL" is measured by the amount of premiums paid to a
maximum of the 7-Pay premium associated with the full initial death
benefit for business issued and paid in 1999-2000.
15
16
COMMISSION SCHEDULE FOR TRAVELERS CORPORATE VARIABLE LIFE
- ------------------------------------------------------------------------------------------------------------------------
Excess Up To Excess Above Commission on
New Target Renewal Years Renewal Years TAMRA Premium TAMRA Premium Assets Years 8-
Premium 2-4 5-7 Years 1-7 Years 1-7 20
- ------------------------------------------------------------------------------------------------------------------------
15% 10% 4.5% 3.5% 2% 0.20%
- ------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------
Bonus Production
Level
- ------------------------------------------------------------------------------------------------------------------------
0-4,999,999 0%
- ------------------------------------------------------------------------------------------------------------------------
5,000,000-
9,999,999 2%
- ------------------------------------------------------------------------------------------------------------------------
10,000,000-
24,999,999 3%
- ------------------------------------------------------------------------------------------------------------------------
25,000,000-
49,999,999 5%
- ------------------------------------------------------------------------------------------------------------------------
50,000,000+ 6%
- ------------------------------------------------------------------------------------------------------------------------
Commission paid on all premiums years 8+: 0%
Bonus commission will be retroactive to the first dollar of paid target premium
only. Production levels will be measured from 1999 through 2000 year end for
the purposes of qualifying for a bonus.
COMMISSION SCHEDULE FOR TRAVELERS CORPORATE VARIABLE LIFE 2000
- ----------------------------------------------------------------------------------------------------------------------------
Excess Commission on Commission on Commission on
Renewal Renewal Premium Assets Assets Assets
New Target Premium Yrs. 2-4 Yrs. 5-7 Yrs. 1-7 Yrs. 8-15 Yrs. 16-25 Yrs. 26+
- ----------------------------------------------------------------------------------------------------------------------------
18% 10% 4.5% 3.5% 0.20% 0.10% 0.05%
- ----------------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------------
Bonus Production Level
- ----------------------------------------------------------------------------------------------------------------------------
0-9,999,999 0%
- ----------------------------------------------------------------------------------------------------------------------------
10,000,000+ 3%
- ----------------------------------------------------------------------------------------------------------------------------
Bonus commission will be retroactive to the first dollar of paid target premium
only. Production levels will be measured on a calendar year for the purposes of
qualifying for the bonus.
16
17
Pursuant to Section 16 of your Selling Agreement dated _______________, 1999,
the Selling Agreement is hereby amended to authorize you to sell Travelers
Corporate Variable Life 2000 . Compensation payable for sales of Travelers
Corporate Variable Life 2000 will be as follows:
- --------------------------------------------------------------------------------------------------------------------------
Excess Commission on Commission on Commission on
Renewal Renewal Premium Assets Assets Assets
New Target Premium Yrs. 2-4 Yrs. 5-7 Yrs. 1-7 Yrs. 8-15 Yrs. 16-25 Yrs. 26+
- --------------------------------------------------------------------------------------------------------------------------
18% 10% 4.5% 3.5% 0.20% 0.10% 0.05%
- --------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------
Bonus Production Level
- --------------------------------------------------------------------------------------------------------------------------
0-9,999,999 0%
- --------------------------------------------------------------------------------------------------------------------------
10,000,000+ 3%
- --------------------------------------------------------------------------------------------------------------------------
Bonus commission will be retroactive to the first dollar of paid target premium
only. Production levels will be measured on a calendar year for the purpose of
qualifying for the bonus. Commission will be paid consistent with applicable
law.
Chargebacks of Commissions:
A. If the Insurance Companies return all or a portion of a premium paid
with respect to an Insurance Product, Broker/Dealer shall be
obligated to refund to Insurance Companies applicable commissions on
the amount of such premium only where:
(i) consistent with the Selling Agreement, the Insurance
Product solicited is returned as not taken under the policy
"free look" provisions;
(ii) premiums are refunded due to overpayments, errors in
billing or in the timing of automatic premium collection
deductions, or errors resulting in policy reissue;
(iii) the check delivered in payment of any contract premium does
not clear and the premium collection deductions, or errors
resulting in policy reissue;
(iv) the Insurance policy on which commission payments were made
is terminated or premium is refunded because the Registered
Representative(s) or Broker-Dealer who sold the Insurance
Policy committed an act, error or omission which materially
contributed to the termination of the Insurance Policy or
the need to return premium;
(v) the issuing Insurance Company rejects the application;
(vi) a judicial or regulatory authority directs the issuing
Insurance Company to return premium payments without
assessment of a surrender charge;
(vii) the applicant's initial premium on a 1035 exchange is
returned because the expected rollover amount from another
policy or contract is not transferred due to the exchange
not meeting the legal requirements to qualify for a
tax-free exchange;
(viii) the issuing Insurance Company returns unearned premium on a
life insurance contract as required by the provisions of
the policy;
(ix) the issuing Insurance Company determines that it has a
legal liability to return premiums on a life insurance
contract within the first year after the Insurance Product
is issued; or
(x) the issuing Insurance Company and Broker/Dealer mutually
agree to return all or a portion of a premium with respect
to a particular contract or policy;
(xi) the Insurance Policy is surrendered within 90 days from the
date of issuance. In any case, Broker/Dealer and/or
Insurance Companies may offset amounts paid in commission
on surrendered policies from future sales.
18
- 2 -
The chargeback schedule for Travelers Corporate Variable Life 2000 is as
follows:
If the policy is surrendered after 90 days, but within the first three policy
years and the policy belonged to a case, the Broker/Dealer shall be obligated to
refund to the underwriter the following amounts:
(i) If the surrender is within the first policy year, 15% of
first year premium up to target premium plus 3.5% on all
first year premium in excess of target premium.
(ii) If the surrender is after the first policy year, but before
completion of the second, 7% of cumulative target premiums
plus 3.5% on cumulative premium in excess of cumulative
target premium.
(iii) If the surrender is after the second policy year, but
before completion of the third policy year, 3.5% of
cumulative target premiums plus 2.5% on cumulative premiums
in excess of cumulative target premiums.
Chargeback for a policy that does not belong to a case will be the same as that
for Travelers Corporate Variable Life.
As noted in Section 16 of the Selling Agreement, submission of applications for
Travelers Corporate Variable Life 2000 ratifies your consent to this Amendment.
The Travelers Insurance Company
The Travelers Life & Annuity Company
- -------------------------------
Stephen A. Miller
Vice President
#805