EXHIBIT 10.10
ASSIGNMENT AND NOTICE OF ASSIGNMENT
To: Western-Southern Life Assurance Company (hereinafter "WSLAC")
318 Broadway
Cincinnati, OH 45202
Effective October 20, 1995, James Mitchell & Co., JMC Insurance Services
Corporation and JMC Financial Corporation (hereinafter collectively referred to
as "JMC") hereby assign to Barnett Annuities Corporation ("Barnett") all of
JMC's right, title and interest in and to any and all commissions earned after
August 15, 1995, but unpaid, and all hereafter earned on additional premiums
received on flexible premium deferred annuity contracts sold by JMC between
January 1, 1992 and August 15, 1995 (hereinafter, "FPDAs") to customers of
Barnett Banks, Inc. pursuant to the Sales Agreement dated January 1, 1992
between JMC and WSLAC. In addition, JMC hereby assigns to Barnett any and all
monthly asset (renewal) fees earned after August 31, 1995 by JMC as a result of
the sale of FPDAs by JMC to customers of Barnett Banks, Inc. pursuant to the
above-referenced Sales Agreement. Chargebacks processed by WSLAC on or after
August 15, 1995 pursuant to Schedule B, paragraph 2 of the Sales Agreement may
be offset in whole or in part, at the option of WSLAC, and deducted from amounts
payable to Barnett by virtue of this Assignment and the separate Supplemental
Agreement between WSLAC and Barnett.
Barnett hereby accepts the foregoing assignment and assumes the liability and
obligations for payment of any chargebacks by WSLAC with respect to the FPDAs
after August 15, 1995. Barnett acknowledges that this Assignment, as between
Barnett and WSLAC, will be effected and implemented through the separate
Supplemental Agreement between said parties, executed and delivered concurrently
herewith.
All amount payable to Barnett Annuities Corporation pursuant to this Assignment
shall be transmitted to:
Barnett Annuities Corporation
9000 Southside Blvd., Bldg. 100
Jacksonville, FL 32256
Executed as of October 20, 1995.
James Mitchell & Co.
JMC Insurance Services Corporation
JMC Financial Corporation Barnett Annuities Corporation
By: /s/James K. Mitchell /s/ Joel Kaye
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James K. Mitchell, Chairman & CEO Joel Kaye, President
ACCEPTANCE AND RELEASE
Western-Southern Life Assurance Company ("WSLAC") hereby acknowledges
receipt of the Assignment and Notice of Assignment ("Assignment") executed as of
October 20, 1995 between James Mitchell & Co., JMC Insurance Services
Corporation and JMC Financial Corporation (collectively, "JMC") and Barnett
Annuities Corporation ("Barnett"), with respect to payment of new business
commissions and monthly asset (renewal) fees on flexible premium deferred
annuity contracts ("FPDAs") underwritten by WSLAC and sold by JMC to customers
of Barnett Banks, Inc. between January 1, 1992 and August 15, 1995 , pursuant to
that certain Sales Agreement dated January 1, 1992, by and between JMC and WSLAC
(the "Sales Agreement").
In consideration for WSLAC's approval of and consent to the assignment, and
for other good and valuable consideration, WSLAC and JMC agree as follows:
1. WSLAC hereby consents to and approves the Assignment. WSLAC further
acknowledges that the Assignment, as between WSLAC and Barnett, will be effected
and implemented by a separate Supplemental Agreement between WSLAC and Barnett,
executed and delivered concurrently herewith.
2. The Sales Agreement is hereby terminated, except that, as provided in
Section 10(c) of the Sales Agreement, Sections 5, Joint Duties and Obligations,
8, Compensation of Agent (subject to the Assignment), and 9, Indemnification, of
the Sales Agreement shall survive the within termination and do continue in full
force and effect.
3. JMC hereby releases and discharges WSLAC from all claims, liabilities
or causes of action arising from or relating to the payment of any and all
compensation, paid by WSLAC to Barnett, which is the subject of the Assignment.
Executed as of November 13, 1995
Western-Southern Life Assurance Company
By: /s/ William F. Ledwin By: /s/Jill T. McGruder
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Senior Vice President Executive Vice President
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James Mitchell & Co.
JMC Insurance Services Corporation
JMC Financial Corporation
By: /s/James K. Mitchell
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James K. Mitchell, Chairman & CEO