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EXHIBIT 10.41
MARKETING AGREEMENT
GLENBROOK LIFE AND ANNUITY COMPANY
Agreement, made this 10th day of June, 2003, by and among Glenbrook Life and
Annuity Company ("Glenbrook Life"), an Arizona life insurance company: ALFS,
Inc. ("ALFS"), a Delaware corporation; Allstate Financial Services, LLC
("Broker-Dealer" or "BD"), a corporation; and
("Associated Insurance Agency"), a
corporation.
GLENBROOK LIFE AND ANNUITY COMPANY ALFS, INC.
By: By:
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Title: Title:
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BROKER DEALER ASSOCIATED INSURANCE AGENCY
Allstate Financial Services, LLC
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(Name) (Name)
47-0826838
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(Tax ID Number) (Tax ID Number)
2920 S. 84th St.
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(Street Address) (Street Address)
Lincoln, NE 68506
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(City, State, Zip) (City, State, Zip)
By:
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By: By:
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Title: Title:
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For States:
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WHEREAS, Glenbrook Life issues certain insurance products and group and
individual insurance contracts/policies and certificates participating therein
(collectively, "Contracts") described further in this Agreement and attached
Schedules, some of which may be deemed securities ("Registered Contracts") under
the Securities Act of 1933 ("1933 Act"); and
WHEREAS, Glenbrook Life has appointed ALFS, a broker/dealer, as the Underwriter
of the Registered Contracts: and
WHEREAS, BD is a broker/dealer engaged in the sale of securities and other
investment products; and
WHEREAS, each Associated Insurance Agency is an insurance agent in the states
noted above; and
WHEREAS, in the event that Associated Insurance Agency and BD are the same
person, the duties, responsibilities and privileges of Associated Insurance
Agency under this agreement shall be undertaken by BD; and
WHEREAS, Glenbrook Life and ALFS proposes to authorize BD and Associated
Insurance Agency to solicit sales of the Contracts;
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NOW THEREFORE, in consideration of the premises and mutual promises contained
herein including the attached Schedule and Exhibits, the parties hereto agree as
follows:
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ASSOCIATED INSURANCE AGENCY ASSOCIATED INSURANCE AGENCY
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(Name) (Name)
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(Tax ID Number) (Tax ID Number)
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(Street Address) (Street Address)
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(City, State, Zip) (City, State, Zip)
By: By:
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Print Name: Print Name:
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Title: Title:
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For States: For States:
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ASSOCIATED INSURANCE AGENCY ASSOCIATED INSURANCE AGENCY
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(Name) (Name)
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(Tax ID Number) (Tax ID Number)
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(Street Address) (Street Address)
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(City, State, Zip) (City, State, Zip)
By: By:
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Print Name: Print Name:
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Title: Title:
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For States: For States:
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ASSOCIATED INSURANCE AGENCY ASSOCIATED INSURANCE AGENCY
- ------------------------------------ ------------------------------------
(Name) (Name)
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(Tax ID Number) (Tax ID Number)
- ------------------------------------ ------------------------------------
(Street Address) (Street Address)
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(City, State, Zip) (City, State, Zip)
By: By:
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Print Name: Print Name:
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Title: Title:
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For States: For States:
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ASSOCIATED INSURANCE AGENCY ASSOCIATED INSURANCE AGENCY
- ------------------------------------ ------------------------------------
(Name) (Name)
- ------------------------------------ ------------------------------------
(Tax ID Number) (Tax ID Number)
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(Street Address) (Street Address)
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(City, State, Zip) (City, State, Zip)
By: By:
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Print Name: Print Name:
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Title: Title:
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For States: For States:
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ASSOCIATED INSURANCE AGENCY ASSOCIATED INSURANCE AGENCY
- ------------------------------------ ------------------------------------
(Name) (Name)
- ------------------------------------ ------------------------------------
(Tax ID Number) (Tax ID Number)
- ------------------------------------ ------------------------------------
(Street Address) (Street Address)
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(City, State, Zip) (City, State, Zip)
By: By:
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Print Name: Print Name:
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Title: Title:
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For States: For States:
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ASSOCIATED INSURANCE AGENCY ASSOCIATED INSURANCE AGENCY
- ------------------------------------ ------------------------------------
(Name) (Name)
- ------------------------------------ ------------------------------------
(Tax ID Number) (Tax ID Number)
- ------------------------------------ ------------------------------------
(Street Address) (Street Address)
- ------------------------------------ ------------------------------------
(City, State, Zip) (City, State, Zip)
By: By:
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Print Name: Print Name:
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Title: Title:
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For States: For States:
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1. SUCCESSOR ORGANIZATIONS
a. Glenbrook Life shall, in its sole discretion, have the right to appoint a
successor broker/dealer (`successor broker/dealer") to replace ALFS as
Underwriter of the Registered Contracts. Upon appointment, successor
broker/dealer shall assume all duties, responsibilities and privileges
undertaken by ALFS under this Agreement. Glenbrook Life shall provide
written notice of such change in appointment to BD and Associated Insurance
Agency.
b. Upon written notice of ALFS, BD shall have the right to appoint a successor
BD to assume its duties, responsibilities and privileges under this
Agreement. ALFS reserves the right to reject the appointment of any
successor BD and shall provide written notice of such rejection to BD.
c. Upon written notice to Glenbrook Life, Associated Insurance Agency shall
have the right to appoint a successor Associated Insurance Agency or
additional Associated Insurance Agencies to assume its duties,
responsibilities and privileges under this Agreement. Glenbrook Life
reserves the right to reject the appointment of any successor Associated
Insurance Agency or additional Associated Insurance Agencies and shall
provide written notice of such rejection to Associated Insurance Agency.
2. APPOINTMENT AND AUTHORIZATION
ALFS hereby authorizes BD to solicit sales of the Contracts that are described
more specifically in the Commission Schedule(s) attached hereto. Glenbrook Life
hereby appoints Associated Insurance Agency to solicit sales of the Contracts.
BD and Associated Insurance Agency accept such appointment and authorization,
and each agrees to use its best efforts to find purchasers of the Contracts
acceptable to Glenbrook Life.
3. REPRESENTATIONS
a. Glenbrook Life, ALFS, BD and Associated insurance Agency each represents to
one another that it and the officers signing above have full power and
authority to enter into this Agreement, and that this Agreement has been
duly and validly executed by it and constitutes a legal, valid and binding
agreement on all parties including any successor organizations.
b. ALFS represents to BD that ALFS (and any successor broker/dealer) is
registered as a broker/dealer with the Securities and Exchange Commission
(the "SEC") under the Securities Exchange Act of 1934 ("1934 Act") and
under the state securities laws of each jurisdiction in which such
registration is required for underwriting the Contracts, and that it is a
member of the National Association of Securities Dealers, Inc. (the
"NASD").
c. BD represents to ALFS that BD is, and at all times when performing its
functions and fulfilling its obligations under this Agreement, will be,
registered with the SEC as a broker/dealer under the 1934 Act and under the
state securities laws of each jurisdiction in which such registration is
required for the sale of the Contracts, and a member of the NASD. BD will
notify ALFS in writing if such registration is terminated or suspended, and
shall take all reasonable actions to reinstate such registrations.
d. BD represents to ALFS that BD has adopted supervisory procedures, and its
compliance manual addresses (i) maintenance of appropriate level of net
capital (ii) suitability review; (iii) misrepresentations; and (iv)
churning/replacements.
e. Associated Insurance Agency represents to ALFS and Glenbrook Life that
Associated Insurance Agency is, and at all times when performing its
functions and fulfilling its obligations under this Agreement, will be, a
properly licensed insurance agency in each jurisdiction in which such
licensing is required for the sale of the Contracts.
f. Glenbrook Life represents to BD that the Registered Contracts, including
any variable separate account(s) supporting such Registered Contracts,
shall comply in all material respects with the registration and other
applicable requirements of the 1933 Act and the Investment Company Act of
1940, and the rules and regulations thereunder, including the terms of any
order of the SEC with respect thereto.
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g. Glenbrook Life represents to BD and Associated insurance Agency that the
Contracts it issues have been filed and approved by the state insurance
departments in such jurisdictions where it is authorized to transact
business and such filing and approval are required prior to the issuance of
Contracts therein.
h. Glenbrook Life represents to BD that the prospectuses included in Glenbrook
Life's Registration Statement for the Registered Contracts, and in
post-effective amendments thereto, and any supplements thereto, as filed or
to be filed with the SEC, as of their respective effective dates, contain
or will contain in all material respects all statements and information
which are required to be contained therein by the 1933 Act and conform or
will conform in all material respects to the requirements thereof.
4. COMPLIANCE WITH REGULATORY REQUIREMENTS
BD shall abide by all rules and regulations of the NASD governing the sale of
the Variable Contracts, including, but not limited to, requirements regarding
(i) net capital; (ii) suitability review (iii) misrepresentations; and (iv)
churning/replacements. BD and Associated Insurance Agency shall comply with all
applicable state and federal laws and the rules and regulations of governmental
or regulatory agencies affecting or governing the sale of the Contracts. BD and
Associated Insurance Agency shall comply with all applicable administrative
procedures of Glenbrook Life and ALFS.
5. LICENSING AND/OR APPOINTMENT OF REPRESENTATIVES
a. BD and Associated Insurance Agency are hereby specifically authorized to
designate those registered representatives of BD, or individuals associated
with the Associated Insurance Agency ("Agents"), proposed to be engaged in
solicitation of sales of the Contracts for appointment by Glenbrook Life as
individual insurance agents. BD and Associated Insurance Agency shall not
propose a registered representative, or Agent, for appointment unless such
representative, or Agent, is duly licensed as an insurance agent in the
state(s) in which it is proposed that such representative, or Agent, engage
in solicitations of sales of the Contracts. BD and Associated Insurance
Agency together shall be responsible for registered representatives', and
Agents', compliance with applicable state insurance agent licensing laws.
b. BD and Associated Insurance Agency shall assist Glenbrook Life and ALFS in
the appointment of BD's registered representatives, and Agents, under
applicable insurance laws, to sell the Contracts. BD and Associated
Insurance Agency shall comply with Glenbrook Life requirements for,
including the General Letter of Recommendation (attached as Exhibit A), in
submitting licensing or appointment documentation for proposed registered
representatives and Agents. All such documentation shall be submitted by BD
or Associated Insurance Agency to Glenbrook Life or its designated agent
licensing administrator.
c. BD and Associated Insurance Agency agree to allow Glenbrook Life to use any
agent appointment information in the possession of any of Glenbrook Life's
affiliates or subsidiaries to assist in appointing BD's registered
representatives and Associated Insurance Agency's Agents to sell the
Contracts under applicable insurance laws.
d. Glenbrook Life reserves the right to refuse to appoint any such designated
individual or, once appointed, to terminate or refuse to renew the
appointment of any such designated individual. Only those registered
representatives who are duly licensed as insurance agents and appointed by
Glenbrook Life (herein, "Representatives") shall have authority to solicit
sales of the Contracts. Only those Agents who are registered
representatives of BD shall have authority to solicit sales of the
Registered Contracts. Agents who are not registered representatives of BD
shall be limited to selling those Contracts which are not Registered
Contracts ("Fixed Contracts"). BD and Associated Insurance Agency shall
notify ALFS immediately in writing if any Representative appointed by
Glenbrook Life ceases to be a registered representative of BD or if any
Representative or Agent ceases to be properly licensed in any state.
6. SUPERVISION OF REPRESENTATIVES AND AGENTS
a. BD shall have full responsibility for training and supervision of all
Representatives and all other persons associated with BD who are involved
directly or indirectly in the offer or sale of the Registered Contracts,
and all such persons shall be subject to the control of BD with respect to
such persons' activities in connection with the sale of the Registered
Contracts. Associated Insurance Agency shall have fully responsibility for
training
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and supervision of all Agents who are involved directly or indirectly in
the offer or sale of the Contracts and for Agent's compliance with
applicable state insurance laws.
b. Glenbrook Life and ALFS shall not have responsibility for the training and
supervision of any Representative or Agency. BD and Associated Insurance
Agency each agree to comply with Glenbrook Life's statement in support of
the concepts in the Principles and Code of Ethical Market Conduct of the
Insurance Marketplace Standards Association (the "IMSA principles and
Code"), as such statement may be amended from time to time, and to engage
in active and fair competition as contemplated by the IMSA Principles and
Code. A copy of Glenbrook Life's current statement in support of the IMSA
principles and Code is attached as Exhibit B.
c. Before Representatives engage in the solicitation of applications for the
Registered Contracts, BD and Associated Insurance Agency will cause the
Representatives (1) to be registered representatives of BD; (2) to be
licensed, registered or otherwise qualified under applicable federal and
state laws to engage in the sale of the Contracts; (3) to be trained in the
sale of the Contracts; and (4) to limit solicitation of applications for
the Contracts to jurisdictions where Glenbrook life has authorized such
solicitations.
d. Before Representatives or Agents engage in the solicitation of applications
for the Fixed Contracts, Associated Insurance Agency will cause such
individuals (1) to be licensed or otherwise qualified under applicable laws
to engage in the sale of the Fixed Contracts; (2) to be trained in the sale
of the Fixed Contracts; and (3) to limit solicitation of applications for
the Fixed Contracts to jurisdictions where Glenbrook Life has authorized
such solicitations.
e. BD is specifically charged with the responsibility of supervising and
reviewing its Representatives' use of sales literature and advertising and
all other communications with the public in connection with the Contracts.
With regard to Registered Contracts, no sales solicitation, 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 the appropriate then current prospectus(es), the
then current prospectus(es) for the underlying funds funding any variable
contracts (the "Funds") and, where required by state insurance law, the
then current statement of additional information for any variable
contracts.
f. BD shall execute any electronic or telephone orders only in accordance with
the current prospectus applicable to the Contracts and agrees, that in
consideration for the telephone transfer privileges, Glenbrook Life will
not be liable for any loss incurred as a result of acting upon electronic
or telephone instructions containing unauthorized, incorrect or incomplete
information received from BD or its representatives.
g. Upon request by Glenbrook Life, BD and Associated Insurance Agency shall
furnish appropriate records or other documentation to evidence BD's and
Associated Insurance Agency's diligent supervision.
h. In the event a Representative or Agent performs any unauthorized
transaction(s) with respect to a Contract(s), BD shall bear sole
responsibility, shall notify Glenbrook Life and shall act to terminate the
sales activities of such Representative or Agent relating to the
Contract(s).
i. In the event a Representative or Agent fails to meet the BD's or Associated
Insurance Agency's rules and standards, BD or Associated Insurance Agency,
as the case may be, shall notify Glenbrook Life and shall act to terminate
the sales activities of such Representative or Agent relating to the
Contracts.
7. SALES PROMOTION MATERIAL AND ADVERTISING
a. BD, Associated Insurance Agency, Agents and Representatives, in connection
with the offer or sale of the Contracts or solicitation of a payment or
other transaction under a Contract, shall not give any information or make
any representations or statements, written or oral, concerning the
Contracts or a Fund, inconsistent with information or representations
contained, in the case of a Registered Contract, in the prospectus,
statement of additional information and registration statement for the
Contracts or such Fund, or in reports or proxy statements thereof, or in
promotional sales or advertising material or other information supplied and
approved in writing by ALFS for such use, or in the case of Fixed
Contracts, in the contracts or materials furnished by Glenbrook Life. BD,
Associated Insurance Agency, Agents and Representatives may not modify or
represent that they may modify any such prospectus, statement of additional
information, registration statement, promotional, sales or advertising
materials.
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b. No item of sales promotion materials or advertising relating to the
Contracts, including any illustrations or software programs therefore,
shall be used by BD, Associated Insurance Agency, Agents or Representatives
unless the specific item has been provided by Glenbrook Life and ALFS or
has first been approved in writing by Glenbrook Life and ALFS for use.
Glenbrook Life and ALFS reserve the right to recall any material provided
by them at any time for any reason, and BD and Associated Insurance Agency
shall promptly comply with any such request for the return of material and
shall not use such material thereafter.
8. SOLICITING APPLICATIONS AND PAYMENTS
a. All applications for Contracts shall be made on application forms supplied
by Glenbrook Life. BD, Associated Insurance Agency, Agents and
Representatives shall not recommend the purchase of a Contract to a
prospective purchaser unless it has reasonable grounds to believe that such
purchase is suitable for the prospective purchaser and is in accordance
with applicable regulations of any state insurance commission, and with
respect to Registered Contracts, the SEC and the NASD. While not limited to
the following, a determination of suitability shall be based on information
concerning the prospective purchaser's insurance and investment objectives
and financial situation and needs. All such determinations of suitability
shall be approved by a Principal of BD before forwarding such application
to Glenbrook Life and ALFS.
b. BD and Associated Insurance Agency shall review applications for
completeness and correctness, as well as compliable with the suitability
standards specified above. BD will promptly, but in no case later than the
end of the next business day following receipt by BD or a Representative,
forward to Glenbrook Life according to administrative procedures all
complete and correct applications for suitable transactions, together with
any payments received with the applications, without deduction for
compensation unless there has been a mutual arrangement for net wire
transmissions between ALFS, Glenbrook Life and BD. Glenbrook Life reserves
the right to reject any Contract applications and return any payment made
in connection with an application that is rejected.
c. Contracts issued on accepted applications will be forwarded to BD for
delivery to the Contract Owner according to procedures established by
Glenbrook Life, unless Glenbrook Life has provided otherwise. BD shall
cause each such Contract to be delivered to the respective Contract Owner
within five days after BD's receipt. BD shall be liable to Glenbrook Life
for any loss incurred by Glenbrook Life (including consequential damages
and regulatory penalties) as a result of any delay by BD or a
Representative in delivering such Contract.
d. BD, Associated Insurance Agency, Agents and Representatives shall not
encourage a prospective purchaser to surrender or exchange a Contract in
order to purchase another insurance policy or contract except when a change
in circumstances makes the Contract an unsuitable investment for the
Contract owner.
9. PAYMENTS RECEIVED BY BD
All premium payments (hereinafter collectively referred to as "Payments") are
the property of Glenbrook Life and shall be transmitted to Glenbrook Life by BD
immediately upon receipt by BD or Associated Insurance Agency or any Agent or
Representative in accordance with the administrative procedures of Glenbrook
Life, without any deduction or offset for any reason, including by example but
not limitation any deduction or offset for compensation claimed by BD. CUSTOMER
CHECKS SHALL BE MADE PAYABLE TO THE ORDER OF "GLENBROOK LIFE AND ANNUITY
COMPANY". Glenbrook Life reserves the right to reject any Payment for any
reason.
10. COMMISSIONS PAYABLE
a. Commissions payable in connection with the Contracts shall be paid to
Associated Insurance Agency according to the Commission Schedule(s)
relating to this Agreement in effect at the time of receipt by Glenbrook
Life of the payment or transaction request on which such commissions are
based. If available, a Commission Option(s) may: (-1) be elected by BD and
Associated Insurance Agency on behalf of all of its Representatives or
Agents or (2) may be elected by each Representative or Agent at the time of
Application. Any election made and applied to a Contract may not be changed
and will be in effect for the life of the Contract. Glenbrook Life and ALFS
reserve the right to revise the Commission Schedule(s) for new business at
any time upon at least thirty (30) days prior written notice to BD and
Associated Insurance Agency.
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b. Compensation to the Representative or Agents for contracts solicited by the
Representatives or Agents and issued by Glenbrook Life will be governed by
agreements between BD or the Associated Insurance Agency and their
respective Representatives or Agents and payment thereof will be the BD's
or Associated Insurance Agency's sole responsibility.
11. REFUND OF COMMISSIONS
If Glenbrook Life is required to refund premiums or return contract values and
waive surrender charges on any Contract for any reason, then commission will be
adjusted with respect to said premiums or Contract as set forth in the
Commission Schedule, and any commission previously paid for said premiums must
be refunded to Glenbrook Life or ALFS. ALFS shall have the right to offset any
such refundable commission against amounts otherwise payable by ALFS. ALFS
agrees to notify BD and Associated Insurance Agency with thirty (30) days after
it receives notice from Glenbrook Life of any premium refund or a commission
charge back.
12. ASSOCIATED INSURANCE AGENCY
BD and the Associated Insurance Agency represent that they are in compliable
with the terms and conditions or no-action letters issued by the staff of the
SEC with respect to non-registration as a broker/dealer of an insurance agency
associated with a registered broker/dealer. BD and Associated Insurance Agency
shall notify ALFS immediately in writing if BD and/or such agency fail to comply
with any such terms and conditions and shall take such measures as may be
necessary to comply with any such terms and conditions. If Associated Insurance
Agency is the same person as BD, this Paragraph 12 does not apply, and BD shall
undertake all the duties, responsibilities and privileges under this Agreement.
13. HOLD HARMLESS AND INDEMNIFICATION PROVISIONS
a. No party to this Agreement will be liable for any obligations, act or
omission of any other party. BD and Associated Insurance Agency will hold
harmless and indemnify Glenbrook Life and ALFS, and conversely, Glenbrook
Life and ALFS will hold harmless and indemnify BD and Associated Insurance
Agency for any loss or expense suffered as a result of the violation or
noncompliance by the indemnifying party of or with any applicable law or
regulation or any provision of this Agreement. Further, any BD violation or
noncompliance by an associated person, as defined in Article 1 of the NASD
By-Laws, would be covered under this provision.
b. Without limiting the above paragraph, in situations when "as of" pricing is
necessary in connection with the Contracts (and a loss is incurred to
compensate the Contract owner for reduced Contract values) the party whose
actions resulted in the loss will bear the costs according to pricing
procedures established by Glenbrook Life.
14. NON-ASSIGNABILITY PROVISON
This Agreement may be not assigned by any party except by mutual consent of all
other parties.
15. NON-WAIVER PROVISION
Failure of any party to terminate the Agreement for any of the causes set forth
in this Agreement will not constitute a waiver of that party's right to
terminate this Agreement at a later time for any of these causes.
16. AMENDMENTS
Except as stated in Paragraph 10, no amendment to this Agreement will be
effective unless it is in writing and signed by all the parties herein.
17. RECERTIFICATION
BD and Associated Insurance Agency shall, on a periodic basis determined by
Glenbrook Life and ALFS, certify that they are in compliance with all terms and
provisions of this Agreement.
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18. INDEPENDENT CONTRACTS
BD and its Representatives , and Associated Insurance Agency and its Agents, are
independent contractors with respect to Glenbrook Life and ALFS.
19. NOTIFICATION OF CUSTOMER COMPLAINTS OR DISCIPLINARY PROCEEDINGS
a. BD and Associated Insurance Agency agree to notify ALFS promptly of any
verbal or written customer complaints or disciplinary proceedings against
BD, Associated Insurance Agency or any Representatives or Agents relating
to the Contracts or any threatened or filed arbitration action or civil
litigation arising out of solicitation of the Contracts.
b. BD and Associated Insurance Agency shall cooperate with Glenbrook Life in
investigating and responding to any customer complaint, attorney demand, or
inquiry received from state insurance departments or other regulatory
agencies or legislative bodies, and in any settlement or trial of any
actions arising out of the conduct of business under this Agreement.
c. Any responses by BD or Associated Insurance Agency to an individual
customer complaint will be sent to Glenbrook Life and ALFS for approval not
less than five (5) business days prior to it being sent to the customer,
except that if a more prompt response is required, the proposed response
may be communicated by telephone, facsimile or in person.
20. BOOKS, ACCOUNTS AND RECORDS
a. BD and Associated Insurance Agency agree to maintain books, accounts and
records so as to clearly and accurately disclose the nature and details of
transactions relating to the Contracts and to assist Glenbrook Life and
ALFS in the timely preparation of their respective books, accounts and
records. BD and Associated Insurance Agency shall upon request submit such
books, accounts and records to the regulatory and administrative bodies
which have jurisdiction over Glenbrook Life or the Funds.
b. Each party to this Agreement shall promptly furnish to the other parties
any reports and information which another party may request for the
purposes of meeting its reporting and record keeping obligations under the
insurance laws of any state, and under the federal and state securities
laws or the rules of the NASD.
21. PARTICIPATION IN GROUP INSURANCE TRUSTS
BD agrees to be a participant, by its signature on this Selling Agreement in the
Group Trust(s) as indicated in the Participation Agreement(s) attached hereto as
Exhibit C et Seq. and agree to be bound by the terms of the Participation
Agreement(s).
22. LIMITATIONS
No party other than Glenbrook Life shall have authority on behalf of Glenbrook
Life to make, alter, or discharge any contract issued by Glenbrook Life, to
waive any forfeiture provision or to grant, permit, or extend the time of making
any Payments, or to alter the forms which Glenbrook Life may prescribe or
substitute other forms in place of those prescribed by Glenbrook Life or to
enter into any proceeding in a court of law or before a regulatory agency in the
name of or on behalf of Glenbrook Life.
23. CONFIDENTIALITY AND CONSUMER PRIVACY OBLIGATIONS
a. All information supplied by (or at the direction of) Glenbrook to
Associated Insurance Agency, or by (or at the direction of) Associated
Insurance Agency to Glenbrook pursuant to this Agreement or in connection
with the performance of services hereunder shall be treated as confidential
by the receiving party during the term of this Agreement and for a period
of three years thereafter and maintained by it in confidence in accordance
with the same treatment that the receiving party accords to its own most
confidential business information; provided, however, that:
1. the foregoing shall not apply to information that:
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a. has become, or becomes generally available to the public other
than as a result of disclosure in violation of this Section;
b. has been independently developed by the receiving party without
using confidential information from the disclosing party; or
c. was, or becomes, available to the receiving party from a third
party who, to the knowledge of the receiving party, is not under
any confidentiality obligations to the disclosing party.
2. the foregoing shall not prohibit disclosure by the receiving party:
a. to its affiliates and its and their respective directors,
officers, employees, attorneys, accountants and advisors, provided
that such persons are advised of the confidentiality of such
information and undertake to maintain the confidentiality thereof
in accordance with this Section;
b. to the extent necessary to comply with applicable law or legal
process or the requirements of any regulatory authority having
jurisdiction over the receiving party or as part of the normal
reporting or review procedures to any such regulatory authority;
or
c. in connection with the enforcement of its rights and remedies
under the Agreement or in order to defend itself in a legal
proceeding to which it is made a party.
b. In addition, there are special rules that apply to certain records relating
to the Contracts.
c. All records required for continuing administration of the Contracts by
Glenbrook shall be the property of Glenbrook. "Records", as used in this
paragraph 24, includes receipt, disclosure, point of sale documents and
notations and all cumulative data developed in the normal course of
Glenbrook's business which is intended to perpetuate the Contracts and
identify Contract Owners. Bank customer lists shall remain the property of
the Bank (and Associated Insurance Agency) and shall not be used by
Glenbrook or provide to any third party for solicitation or sale of any
other products. Associated Insurance Agency will be allowed to keep a copy
of any Records that are deemed necessary for the continued servicing of the
Bank and Associated Insurance Agency customers and/or compliance with
regulatory requirements.
d. No party shall disclose, voluntarily, any tape, books, reference manuals,
instructions or data which concern any party's business and which are
exchanged during the negotiation and performance of this Agreement. When
this Agreement terminates or expires, the parties shall return all such
tapes, books, reference manuals, instructions or data in their possession.
This paragraph shall not apply to those Records which would be the property
of Glenbrook as provided above.
e. BD and Associated Insurance Agency may disclose Records only if Glenbrook
has authorized disclosure and if the disclosure is permitted by the
applicable federal or state law governing privacy of records. Glenbrook
shall authorize disclosure when required by government regulation of
Associated Insurance Agency or Banks or pursuant to a subpoena or any other
court order which mandates disclosure. Associated Insurance Agency must
notify Glenbrook and allow Glenbrook sufficient time to authorize
disclosure or to intervene in the judicial proceeding so as to protect its
interest.
f. Each party to this Agreement agrees and warrants to each other:
1. That BD, Associated Insurance Agency, Glenbrook and ALFS (all parties
of the Selling Agreement) have complied with the privacy notice
requirement as contained in Regulation S-P (17 CFR Part 248),
promulgated under section 504 of the Gramm-Leach-Bliley Act).
2. That BD and Associated Insurance Agency are providing Glenbrook and
ALFS with certain Non-Public Personal Information about BD's consumers
solely for the purposes of allowing Glenbrook and ALFS to perform
their obligations under the Agreement.
3. That all parties of the Selling Agreement shall use the Non-Public
Personal Information solely to fulfill its contractual obligations
under the Agreement; and shall not use the Non-Public Personal
Information for their own benefit of the benefit of its affiliate(s)
or any other party.
4. That all parties of the Selling Agreement shall not disclose the
Non-Public Personal Information to any party, except as is necessary
to fulfill its contractual obligations under the Agreement, or when
such disclosure is made pursuant to a valid exception under Regulation
S-P, sections 248, 14-15 (i.e., ordinary course of business and
requirement of law).
5. That "Non-Public Personal Information" shall have the meaning as is
used in Regulation S-P.
<Page>
24. TERMINATION
a. This Agreement may be terminated at the option of any party upon ten (10)
days written notice to the other parties, or at the option of any party
hereto upon the breach by any party of the covenants and terms of this
Agreement. Paragraph 13 shall survive any such termination.
b. This Agreement may be terminated immediately for cause upon an event of
default. Such termination shall be deemed to occur as of the date
immediately preceding the event of default. An "event of default" shall
occur when the first of the (i) BD or Associated Insurance Agency files for
bankruptcy, or financial or corporate reorganization under federal or state
insolvency law, (ii) applicable laws or regulations prohibit BD or
Associated Insurance Agency from continued marketing of the Contracts.
25. NOTICE
a. In the event of sale, transfer or assignment of a controlling interest in
BD or Agency, notice shall be provided in writing to Glenbrook Life no less
than thirty (30) days prior to the closing date.
b. All notices to Glenbrook Life and ALFS relating to this agreement will be
duly provided by certified or express mail to:
General Counsel
Glenbrook Life and Annuity Company
3100 Sanders Road
Northbrook, Illinois 60062
c. All notices to BD and Associated Insurance Agency will be duly provided if
mailed to their respective addresses as shown on the Agency
Specification/Signature Page(s).
26. SEVERABILITY
Should any provision of this Agreement be held unenforceable, those provisions
not affected by the determination of unenforceability shall remain in full force
and effect.
27. GOVERNING LAW
This Agreement will be constructed in accordance with the laws of the State of
Illinois.
<Page>
EXHIBIT A
GENERAL LETTER OF RECOMMENDATION
BD hereby certifies to Glenbrook Life and Annuity Company ("Glenbrook Life")
that all the following requirements will be fulfilled in conjunction with the
submission of appointment papers for all applicants as agents of Glenbrook Life
submitted by BD. BD will, upon request, forward proof of compliance with same to
Glenbrook Life in a timely manner.
1. We have made a thorough and diligent inquiry and investigation relative to
each applicant's identify, residence, business reputation, and experience
and declare that each applicant is personally known to us, has been
examined by us, is known to be of good moral character, has a good business
reputation, is reliable, is financially responsible and is worthy of
appointment as a variable contract agent of Glenbrook Life. This inquiry
and background investigation has included a credit and criminal check on
each applicant. Based upon our investigation, we vouch for each applicant
and certify that each individual is trustworthy, competent and qualified to
act as an agent for Glenbrook Life to hold himself out in good faith to the
general public.
2. We have on file the appropriate state insurance department licensing forms
(i.e., B-300, B-301), or U-4 form which was completed by each applicant. We
have fulfilled all the necessary investigative requirements for the
registration of each applicant as a registered representative through our
NASD member firm, and each applicant is presently registered as a NASD
registered representative.
The above information in our files indicates no fact or condition which
would disqualify the applicant from receiving a license or appointment and
all findings of all investigative information is favorable.
3. We certify that all educational requirements have been met for the specific
state each applicant is licensed in, and that, all such persons have
fulfilled the appropriate examination, education and training requirements.
4. We certify that each applicant will receive close and adequate supervision,
and that we will make inspection when needed of any or all risks written by
these applicants, to the end that the insurance interest of the public will
be properly protected.
5. We will not permit any applicant to transact insurance as an agent until
duly licensed and appointed by Glenbrook Life. No applicants have been
given a contract or furnished supplies, nor have any applicants been
permitted to write, solicit business, or act as an agent in any capacity on
behalf of Glenbrook Life, and they will not be so permitted until the
certificate of authority applied for is received.
<Page>
EXHIBIT B
ETHICAL MARKET CONDUCT COMPLIANCE
BD and Associated Insurance Agency (also referred to as "you" or "your") are
required to comply with Glenbrook Life's policies and procedures concerning the
replacement of life insurance policies and annuity policies. A replacement
occurs whenever an existing life insurance policy or annuity is terminated,
converted or otherwise changed in value. For any transaction involving a
replacement, Glenbrook Life requires you to:
(1) recommend the replacement of an existing policy only when replacement is in
the best interest of the customer;
(2) fully disclose all relevant information to the customer, which information
includes a) comparison of old and new premiums, expenses and surrender
charges, cash values, and deal benefits; b) any loss of case value or
policy value by surrendering the existing policy; c) all guaranteed and
maximum value of both policies; d) the fact that a new contestability and
suicide period starts under the new policy; and e) the requirement that the
customer must be re-underwritten for the new policy;
(3) provide state-required replacement notices to customers on the same day the
application is taken and indicate on the application that the transaction
involves the full or partial replacement of an existing policy;
(4) never recommend that a customer cancel an existing policy until a new
policy is in force and the customer has determined that the new policy is
acceptable.
BD and Associated Insurance Agency are required to adhere to Glenbrook Life's
rules and requirements concerning ethical market conduct, which require that
you:
(1) carefully evaluate the insurance needs and financial objectives of your
clients, and use sales tools (e.g., policy illustrations and sales
brochures) to determine that the insurance or annuity you are proposing
meets these needs;
(2) maintain a current license and valid appointment in all states in which you
promote the sale of Glenbrook Life products to customers and keep current
of changes in insurance laws and regulations by reviewing the bulletins and
newsletters that Glenbrook Life publishes;
(3) comply with Glenbrook Life policies concerning replacements, and refrain
from providing false or misleading information about a competitor or
competing product or otherwise making disparaging remarks about a
competitor;
(4) submit all advertising materials intended to promote the sale of any
Glenbrook Life product to the home office for approval prior to use;
(5) immediately report to Glenbrook Life any customer complaints, whether
written or oral, and assist Glenbrook Life in resolving the complaint to
the satisfaction of all parties;
(6) communicate those standards to any producers or officer personnel that you
directly supervise and request their agreement to be bound by these
conditions as well.
Glenbrook Life and ALFS may terminate this Agreement without notice if you fail
to comply with Glenbrook Life's rules and requirements concerning the
replacement of life insurance and annuities and Glenbrook Life's rules and
requirements concerning ethical market conduct.
Your right to any commissions, or any other thing of value shall cease if you
violate laws and regulations governing unfair trade practices, life insurance
and annuity advertising, replacement of life insurance and annuities, sales
illustrations and agent licensing.
By promoting the sale of a Glenbrook Life product to a customer, you agree to be
bound by the terms and conditions of this Addendum without modification.
<Page>
EXHIBIT C
PARTICIPATION AGREEMENT
This Participation Agreement is made between Glenbrook Life and Annuity Company
(herein referred to as the "Administrator"), located at 3100 Sanders Road,
Northbrook, Illinois, 60062, Administrator of the Financial Services Group
Insurance Trust, (herein referred to as the "Trust") and Citibank, F.S.B.,
located in Chicago, Illinois (herein referred to as the "Trustee") and BD
(hereinafter, together, with its affiliates and any successors thereto, referred
to as "Participant"), the purpose of which is to afford qualifying persons group
insurance benefits of the sort available under said Financial Services Group
Insurance Trust.
NOW THEREFORE, in consideration of the mutual promises herein contained, the
parties hereby agree as follows:
1. Subject to the approval of the Insurance Company, Administrator and
Trustee agree to permit the Participant to become a participant under
the Financial Services Group Insurance Trust Agreement.
2. The Participant agrees to be bound by:
a. The terms of the Trust Agreement, dated as of January 30,
1997, for the establishment of the Trust (the "Trust
Agreement") as the same presently appears in writing and as
from time to time amended in accordance with the provisions
thereof (capitalized terms used herein without definition
shall have the meaning ascribed thereto in the Trust
Agreement); and
b. Each and every provision of the policy(ies) of group insurance
(and all riders and amendments thereto) issued to the Trust.
3. Notices required or permitted shall be given in writing and delivered
in writing by United States Mail, postage prepaid. Notices to the
Administrator or Participant shall be sent to the address provided on
the first page of the Selling Agreement to which this Participation
Agreement is an Exhibit. Any party may inform the others of a change
of address by written notice pursuant to this paragraph.
IN WITNESS WHEREOF, effective as of the date of the Selling Agreement, the
parties hereto have caused these presents to be executed by their respective
officers as described below:
ACCEPTED:
CITIBANK, F.S.B.
Trustee of the Financial Services
Group Insurance Trust
BY:
------------------------------
TITLE:
---------------------------
Administrator, Financial Services Participant, Financial Services
Group Insurance Trust Group Insurance Trust
Acceptance of this Participation Acceptance of this Participation
Agreement evidenced by signature on Agreement evidenced by signature on
Marketing Agreement and/or applicable Marketing Agreement and/or applicable
Amendments Amendments
<Page>
SERVICE ONLY
NO NEW APPLICATIONS EFFECTIVE MAY 1, 2003
ADDITIONS ONLY
SCHEDULE A
SCHEDULE OF COMMISSIONS
The Allstate Provider Variable Annuity
Flexible Premium Deferred Variable Annuity
<Table>
<Caption>
ISSUE AGE COMMISSIONS OPTIONS
0-80 6.25%
81-85 5.00%
86-90 3.125%
</Table>
<Page>
SERVICE ONLY
NO NEW APPLICATIONS EFFECTIVE MAY 1, 2003
ADDITIONS ONLY
SCHEDULE A
SCHEDULE OF COMMISSIONS
The Allstate Provider Ultra Variable Annuity
Flexible Premium Deferred Variable Annuity
<Table>
<Caption>
COMMISSION OPTIONS
ISSUE AGE ----------------------------------------------------------------------------------------------
A B C D E
- --------------------------------------------------------------------------------------------------------------------
0-80 6.25%* 5.00%* 3.50%* 2.00%* 5.00%*
No Trail .25% Trail** .50% Trail** .75% Trail** 1.00% Trail***
81-85 5.00%* 4.00%* 2.80%* 1.60%* 4.00%*
No Trail .25% Trail** .50% Trail** .75% Trail** 1.00% Trail***
86-90 3.125%* 2.50%* 1.75%* 1.00%* 2.50%*
No Trail .25% Trail** .50% Trail** .75% Trail** 1.00% Trail***
</Table>
* = Based upon purchase payment.
** = Trail commissions are based on the Contract Value on the last day of
each contract quarter beginning with the last day of the 15th contract month.
Trail commissions will be paid each calendar quarter beginning with the first
calendar quarter following the 15th contract month and ending when the contract
is annuitized; the contract must be in effect through the end of the contract
quarter for a trail commission to be paid.
*** = Trail commissions are based on the Contract Value on the last day of
each contract quarter beginning with the last day of the 87th contract month.
Trail commissions will be paid each calendar quarter beginning with the first
calendar quarter following the 87th contract month and ending when the contract
is annuitized; the contract must be in effect through the end of the contract
quarter for a trail commission to be paid.
Periodic additional compensation may be offered as mutually agreed to in
writing, documented outside of this agreement, and incorporated herein by
reference.
COMMISSION CHARGEBACKS
<Table>
<Caption>
TRANSACTION PERIOD OF CHARGEBACK CHARGEBACK PLEASE NOTE
- -------------------------------------------------------------------------------------------------------------
Full or Partial Withdrawal During the "free look" 100% of commission N/A
period
</Table>