General Agent Sales Agreement

GENERAL AGENT SALES AGREEMENT


AGREEMENT, dated as of January 1, 2000 by and between THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES ("EQUITABLE"), a New York stock life insurance company, having offices at 1290 Avenue of the Americas, New York, New York 10104, and AXA NETWORK, LLC ("AXA Network"), a Delaware limited liability company having offices at 4251 Crums Mill Road, Harrisburg, Pennsylvania 17112 and the additional affiliated entities of AXA Network executing this Agreement below (AXA Network and such other entities being jointly and severally hereinafter referred to as the "General Agent").


W I T N E S S E T H :


WHEREAS, Equitable is an insurance company which issues insurance products in the states and other jurisdictions covered by this Agreement;


WHEREAS, the General Agent is a general agent which sells insurance products in the states and other jurisdictions covered by this Agreement;


WHEREAS, Equitable desires to retain the General Agent to solicit applications from the general public for Equitable insurance products and to service the policies and contracts sold pursuant thereto and certain existing policies and contracts, and the General Agent desires to solicit such applications and service such policies and contracts;


NOW, THEREFORE, in consideration of the premises and of the mutual covenants and promises herein contained, the parties hereto agree as follows:


ARTICLE I
DEFINITIONS


ss.1.1 Defined Terms. In addition to any terms defined elsewhere in this Agreement, the terms defined in this Section 1.1, whenever used in this Agreement, shall have the respective meanings indicated herein.


a. Agent -- A person who (i) is either an employee of the General Agent or of an affiliate of the General Agent, an independent contractor under contract to the General Agent or, if Equitable of Colorado has previously consented thereto, a general agent under contract to the General Agent or an employee or independent contractor of such general agent, (ii) is duly licensed and qualified to sell the Products and service the Contracts which such person proposes to sell and service under the insurance laws of all states and jurisdictions in which such person proposes to make such sales and service such Contracts and (iii) only with respect to the sale of Variable Products by individuals, is also a Representative of the Broker-Dealer.


b. Application -- An application for the purchase of a Contract made on the form from time to time delivered to the General Agent by Equitable for such purpose in accordance with Equitable's Policies and Procedures.


c. Appointed Agent -- An Agent appointed by Equitable to solicit Applications for the Products and to service Contracts in one or more states or jurisdictions.


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d. Bank-Related Sales -- Any Application (i) made on the premises of a bank, trust company, savings bank, savings and loan association, thrift, credit union or similar institution (as the case may be, a "Bank"); (ii) by means of personal, telephone, mail or other oral or written contacts originating from the premises of a Bank; or (iii) to persons who are referred to the General Agent by a Bank pursuant to customer lists, mailings, Bank employee referrals or otherwise


e. Broker-Dealer -- AXA Advisors, LLC or such other registered broker-dealer as Equitable may from time to time designate as a Broker-Dealer hereunder in connection with the sale and servicing of Variable Products.


f. Broker-of-Record -- As to any Contract, the general agent designated by Equitable from time to time as the entity responsible for effecting the sale or servicing of such Contract.


g. Contract -- Any policy, contract or certificate evidencing an insurance or annuity obligation of Equitable in respect of any Product for which the General Agent is the Broker-of-Record.


h. Equitable Sales Materials -- Sales Materials prepared by Equitable and delivered to the General Agent or prepared by the General Agent and approved by Equitable in writing for use by the General Agent in connection with the solicitation of Applications and the servicing of Contracts.


i. Equitable's Policies and Procedures -- Such policies and procedures, if any, with respect to the subject matter of this Agreement or any aspect thereof, including, without limitation, the solicitation and sale of Products, the solicitation and submission of Applications, the training and qualification of Appointed Agents and the servicing of Contracts, as Equitable may from time to time adopt on not less than thirty (30) days prior written notice to the General Agent.


j. Premium -- Any premium, contribution or other consideration relating to a Contract.


k. Product -- Any class of insurance policies or annuity products issued by Equitable which Equitable, in its sole discretion, may from time to time make available to the General Agent to sell or service.


l. Representative -- An individual who is at one and the same time (i) an associated person (as that term is defined in Section 3(a)(18) of the Securities Exchange Act of 1934, as amended) of the Broker-Dealer; (ii) duly registered with the National Association of Securities Dealers, Inc. and any applicable state or other jurisdictional securities regulatory authorities as a registered person of the Broker-Dealer qualified to distribute variable life insurance policies and annuity contracts such as the Variable Products in the states or other jurisdictions in which such individual proposes to distribute such policies and contracts and (iii) not subject to a statutory disqualification (as that term is defined in the Securities Exchange Act of 1934, as amended).


m. Sales Materials -- All promotional, sales, marketing and advertising materials relating to Equitable or the Products used or distributed in connection with the solicitation of Applications and/or servicing of Contracts, including, without limitation, illustrations, application forms, contract forms, prospectuses, advertisements (such as material published, or designed for use in, a newspaper, magazine or other periodical, radio, television, internet, telephone or tape recording, videotape display, signs or billboards, motion pictures or other public media), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including


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brochures, circulars, research reports, market letters, form letters, seminar texts, reprints or excerpts of any other advertisement, sales literature or published article), and educational or training materials or other communications.


n. Securities Laws -- All federal securities laws, including, without limitation, the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and the Investment Company Act of 1940, as amended; all applicable state or foreign securities laws; all rules and regulations promulgated with respect thereto and the Conduct Rules of the National Association of Securities Dealers, Inc.


o. Variable Product - Any Product which is regulated by the Securities Laws.


ss.1.2 Cross-references. All references in this Agreement to a Section, Article or Exhibit are to a section, article exhibit of this Agreement, unless otherwise indicated.


ARTICLE II
PRODUCT SALES


ss.2.1 Authority to Solicit and Service. Equitable hereby authorizes the General Agent to solicit Applications for the Products and to service the Contracts. The General Agent accepts such authorization and agrees to use its best efforts to find purchasers for such Products acceptable to Equitable and to service such Contracts. The General Agent acknowledges that the authorization to solicit Applications for the Products and service Contracts granted hereunder is not exclusive and that other agents and general agents will be soliciting applications for the Products and/or similar products and servicing Equitable policies and contracts in competition with the General Agent.


ss.2.2 Products Included Under Agreement. The Products which Equitable makes available to the General Agent are the sole classes of policies and contracts for which the General Agent is authorized to solicit Applications and sell Contracts pursuant to this Agreement. The Contracts for which the General Agent is designated as the Broker-of-Record are the sole policies and contracts which the General Agent is authorized to service hereunder.


ss.2.3 General Agent Qualifications. The General Agent warrants and represents that it is a life insurance agent licensed in each state and other jurisdiction in which it intends to perform its functions and fulfill its obligations hereunder. The General Agent shall, at all times when performing its obligations under this Agreement, be duly licensed to sell Products and service Contracts in each state or other jurisdiction in which it is soliciting Applications and/or servicing Contracts. The General Agent shall use its best efforts to become a licensed life insurance agent in all fifty states, the District of Columbia, the Virgin Islands and Puerto Rico and to continue to be so licensed throughout the term of this Agreement.


ss.2.4 Limitations on Authority. The General Agent shall not possess or exercise any authority on behalf of Equitable other than that expressly conferred pursuant this Agreement. The General Agent shall perform all its obligations hereunder and shall cause all Agents to act in all respects in connection with the subject matter hereof in accordance with Equitable's Policies and Procedures. In particular, and without limiting the foregoing, the General Agent shall not have any authority, nor shall it permit any Agent, to (i) alter, modify, waive, forgive, cancel or change any of the terms, rates, charges or conditions of any Contract or other contract entered into pursuant to a Contract; (ii) make any representations concerning any of the terms, rates, charges or provisions of any Contract except as expressly authorized in writing by Equitable; (iii) extend the time for payment of any Premiums; (iv) receive any moneys in


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payment of Premiums in respect of any Contract (except for the sole purpose of forwarding the same to Equitable) or (v) make any representations concerning any of the terms, rates, charges or provisions of any Contract except as expressly authorized in writing by Equitable.


ss.2.5 Independent Contractor Status. Equitable and the General Agent agree and confirm that the General Agent shall perform its obligations hereunder as an independent contractor and nothing herein contained shall constitute the General Agent, any of the Agents or any of the officers, directors, employees or representatives of the General Agent as employees of Equitable. In performing its obligations under this Agreement, the General Agent shall not be obligated or expected to devote its full time and energies to the performance of its obligations hereunder or to sell or solicit Applications for a specified number of Contracts, nor shall the General Agent be obligated or expected to solicit Applications for or sell the Products or service the Contracts on an exclusive basis.


ss.2.6 Compliance With Applicable Laws. The General Agent shall perform its obligations hereunder in compliance with, and cause its Agents to comply with, all applicable insurance laws and regulations, including, without limitation, state insurance laws and regulations governing insurance-related activities and transactions. Notwithstanding the foregoing, Equitable has retained the Broker-Dealer to oversee compliance with the Securities Laws in connection with the solicitation, offering and servicing of Variable Products, but the General Agent shall not violate any of the Securities Laws in performing its obligations hereunder. The General Agent shall notify Equitable immediately in writing if it receives notice of any governmental inquiry concerning its compliance or the compliance of any of its Agents with any laws or regulations in connection with the performance of its obligations hereunder or if it otherwise learns that it is not in compliance with any such law or regulation.


ss.2.7 Restrictions on Sales Activity. The General Agent shall not offer or attempt to offer any Contract, nor solicit Application for a Contract, nor deliver any Contract, in any state or other jurisdiction in which such Contract may not lawfully be sold or offered for sale, or permit any Agent to make any such offer, attempt to offer, solicitation or delivery. For purposes of determining where any Product may be offered and Applications solicited, the General Agent may rely on written notification, as revised from time to time, received from Equitable.


ARTICLE III
VARIABLE PRODUCTS


ss.3.1 Sales of Variable Products. Notwithstanding anything to the contrary contained in this Agreement, solicitations and offers to sell Variable Products and the servicing of Contracts for Variable Products may only be made jointly with the Broker-Dealer. The General Agent shall not permit any Appointed Agent to solicit Applications or sell or service a Contract for any Variable Product unless such Appointed Agent is at the time of such solicitation, sale and/or servicing a Representative of the Broker-Dealer. The General Agent may rely on the instructions of the Broker-Dealer concerning the Securities Laws in connection with the sale and servicing of the Variable Products.


ss.3.2 Compliance with SEC No Action Letter. The General Agent warrants and represents that, in connection with the offering of Variable Products hereunder, it is presently in compliance with Howard & Howard (sub. nom. First of America Brokerage Services, Inc.) (avail. Sept. 28, 1995), a no action letter issued by the staff of the Securities and Exchange Commission with respect to the non-registration as a broker-dealer of an insurance agency associated with a registered broker-dealer (the "No Action Letter"). The General Agent shall, at all times during the term of this Agreement, perform all obligations on its part to be performed in compliance with the No Action Letter, as the same may be


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hereafter modified and amended by additional no action letters, legislation and/or regulations. The General Agent shall not at any time during the term hereof solicit any Application or offer to sell any Contract for a Variable Product unless the General Agent is then in compliance with the No Action Letter.


ARTICLE IV
APPOINTED AGENTS


ss.4.1 Agent Solicitation. The General Agent shall not permit any individual to solicit an Application or offer to sell a Contract for a Product or service any Contract unless such individual is at the time of such solicitation and/or offer or servicing an Appointed Agent hereunder. The General Agent shall not permit any Appointed Agent who at any time ceases to satisfy all of the qualifications set forth in the definitions of Agent and/or Appointed Agent in Article I above to solicit any Applications or sell or service any Contracts. The General Agent shall not, and shall not permit any Appointed Agent to, recommend the purchase of any Product to any customer without having reasonable grounds to believe that such purchase is suitable for such customer, based on information supplied by such customer after reasonable inquiry into such customer's insurance and investment objectives and financial situation and needs in accordance with applicable state insurance laws, rules or regulations.


ss.4.2 Authority to Recommend Agent Appointments. The General Agent may recommend Agents to Equitable for appointment as Appointed Agents. Equitable reserves the right in its sole discretion to refuse to appoint any Agent proposed by the General Agent as an Appointed Agent. Equitable also reserves the right, in its sole discretion, to terminate the appointment of any Appointed Agent. The making of any recommendation by the General Agent shall be deemed to constitute the warranty and representation of the General Agent that the individual being recommended (a) satisfies all the criteria set forth in the definition of "Agent" in this Agreement and (b) has the qualifications, good character and moral fitness to act as an Appointed Agent and to hold himself or herself out as such to the general public. The General Agent shall, upon written request, confirm such warranties and representations in writing and shall furnish Equitable with evidence of the same, acceptable to Equitable and including, without limitation, proof of proper licensing and registration. It is also understood and agreed that all matters concerning the licensing and/or registration of any individual recommended for appointment as an Appointed Agent under any applicable state insurance law shall be a matter directly between the General Agent and such individual. The General Agent shall promptly notify Equitable in writing if, at any time during the term hereof, any Appointed Agent fails to satisfy any of the qualifications set forth in the foregoing warranty and representation. Nothing in this Agreement shall be construed as requiring Equitable to obtain a license or registration or issue a consent or appointment to enable any particular individual to sell any Product. Equitable shall have no obligation or responsibility for licensing insurance ...