Common use of BROKER-DEALER COMPENSATION AND WHOLESALER PROMOTIONAL ALLOWANCES Clause in Contracts

BROKER-DEALER COMPENSATION AND WHOLESALER PROMOTIONAL ALLOWANCES. a. The Company shall compensate Broker-Dealers and/or their duly licensed insurance affiliates for sales of the Contracts by their Representatives pursuant to Schedule 4 to this Agreement, as such Schedule may be amended from time to time upon mutual agreement of the parties to this Agreement. As of the effective date of this Agreement, Schedule 4 governs only compensation and Promotional Allowances related to sales of Xxxxxx Gateway Elite and Custom annuity Contracts. When additional Contracts are developed and offered for sale, Schedule 4 will be appropriately amended to reflect the compensation and Promotional Allowances payable as a result of sales of such additional Contracts. Such compensation shall be based on Purchase Payments received and accepted by the Company for all Contracts issued on applications obtained by the Broker-Dealers or any of their respective Representatives. The Company will pay compensation due Broker-Dealers and/or their insurance affiliates in accordance with the procedures set forth in Schedule 4. The compensation provided for in this Section 9 shall be payable to the Broker-Dealer and/or its duly licensed insurance affiliate in accordance with the sales agreement between the Underwriter and the Broker-Dealer for so long as the Contracts are outstanding, regardless of whether this Agreement is still in effect. In addition to the compensation payable to the Broker-Dealers and their insurance affiliates, the Company shall pay the Wholesaler a Promotional Allowance as a reimbursement for its expenses incurred relating to its wholesaling activities contemplated by this Agreement. Promotional Allowances shall be payable to the Wholesaler in such amount and in accordance with the procedures as set forth in Schedule 4, as such Schedule may be amended from time to time upon mutual agreement of the parties to this Agreement. Promotional Allowances shall be payable to the Wholesaler for so long as the Contracts are outstanding, regardless of whether this Agreement and the Participation Agreement are still in effect. Nothing herein or in any sales agreement shall be construed to create any obligation on the part of the Wholesaler to compensate any Broker-Dealer for sales of the Contracts. If either State by insurance rule, regulation or statute, prohibits payment of Promotional Allowances to the Wholesaler, the Wholesaler shall designate in writing a business entity or natural person, including Wholesaler Agency Affiliates, meeting the requirements of such State to receive any amounts that may otherwise be payable to the Wholesaler hereunder. The Wholesaler may change such designation from time to time upon written notice to the Company. Any payments made by the Company to any person or entity so designated by the Wholesaler shall discharge the Company's liability to the Wholesaler hereunder. If a purchaser rescinds a Contract or exercises a right to surrender a contract for return of all Purchase Payments, the Wholesaler will pay to the Company on demand the amount of any Promotional Allowances it received on the Purchase Payments returned. Promotional Allowance chargebacks will be calculated by the Company on the same basis, as described in Schedule 4 hereto, as was utilized in calculating the Contract Promotional Allowances received.

BROKER-DEALER COMPENSATION AND WHOLESALER PROMOTIONAL ALLOWANCES. a. The Company shall compensate Broker-Dealers and/or their duly licensed insurance affiliates for sales of the Contracts by their Representatives pursuant to Schedule 4 to this Agreement, as such Schedule may be amended from time to time upon mutual agreement of the parties to this Agreement. As of the effective date of this Agreement, Schedule 4 governs only compensation and Promotional Allowances related to sales of Xxxxxx Gateway Elite and Custom annuity Contracts. When additional Contracts are developed and offered for sale, Schedule 4 will be appropriately amended to reflect the compensation and Promotional Allowances payable as a result of sales of such additional Contracts. Such compensation shall be based in part on Purchase Payments received and accepted by the Company for all Contracts issued on applications obtained by the Broker-Dealers or any of their respective Representatives. Additional "trail" compensation shall be paid, as described in Schedule 4. The Company will pay compensation due Broker-Broker- Dealers and/or their insurance affiliates in accordance with the procedures set forth in Schedule 4. The compensation provided for in this Section 9 shall be payable to the Broker-Dealer and/or its duly licensed insurance affiliate in accordance with the sales agreement between the Underwriter and the Broker-Dealer for so long as the Contracts are outstanding, regardless of whether this Agreement is still in effect. If trail commissions are no longer payable to a Broker-Dealer because the sales agreement between the Company and the Broker-Dealer is no longer in effect, one-half of the trail commissions that would have been payable to the Broker-Dealer had the sales agreement remained in effect shall be paid instead to ZKIA for so long as the Contracts on which the trail commissions are payable remain in effect, regardless of whether this Agreement is still in effect. In addition to the compensation payable to the Broker-Dealers and their insurance affiliates, the Company shall pay the Wholesaler a Promotional Allowance as a reimbursement for its expenses incurred relating to its wholesaling activities contemplated by this Agreement. Promotional Allowances shall be payable to the Wholesaler in such amount and in accordance with the procedures as set forth in Schedule 4, as such Schedule may be amended from time to time upon mutual agreement of the parties to this Agreement. Promotional Allowances shall be payable to the Wholesaler for so long as the Contracts are outstanding, regardless of whether this Agreement and the Participation Agreement are still in effect. Nothing herein or in any sales agreement shall be construed to create any obligation on the part of the Wholesaler to compensate any Broker-Dealer for sales of the Contracts. If either any State in the Territory by insurance rule, regulation or statute, prohibits payment of Promotional Allowances to the Wholesaler, the Wholesaler shall designate in writing a business entity or natural person, including Wholesaler Agency Affiliates, meeting the requirements of such State to receive any amounts that may otherwise be payable to the Wholesaler hereunder. The Wholesaler may change such designation from time to time upon written notice to the Company. Any payments made by the Company to any person or entity so designated by the Wholesaler shall discharge the Company's liability to the Wholesaler hereunder. If a purchaser rescinds a Contract or exercises a right to surrender a contract for return of all Purchase Payments, the Wholesaler will pay to the Company on demand the amount of any Promotional Allowances it received on the Purchase Payments returned. Promotional Allowance chargebacks will be calculated by the Company on the same basis, as described in Schedule 4 hereto, as was utilized in calculating the Contract Promotional Allowances received.that

BROKER-DEALER COMPENSATION AND WHOLESALER PROMOTIONAL ALLOWANCES. a. The Company shall compensate Broker-Dealers and/or their duly licensed insurance affiliates for sales of the Contracts by their Representatives pursuant to Schedule 4 to this Agreement, as such Schedule may be amended from time to time upon mutual agreement of the parties to this Agreement. As of the effective date of this Agreement, Schedule 4 governs only compensation and Promotional Allowances related to sales of Xxxxxx Gateway Elite and Custom annuity Contracts. When additional Contracts are developed and offered for sale, Schedule 4 will be appropriately amended to reflect the compensation and Promotional Allowances payable as a result of sales of such additional Contracts. Such compensation shall be based in part on Purchase Payments received and accepted by the Company for all Contracts issued on applications obtained by the Broker-Dealers or any of their respective Representatives. Additional "trail" compensation shall be paid, as described in Schedule 4. The Company will pay compensation due Broker-Dealers and/or their insurance affiliates in accordance with the procedures set forth in Schedule 4. The compensation provided for in this Section 9 shall be payable to the Broker-Dealer and/or its duly licensed insurance affiliate in accordance with the sales agreement between the Underwriter and the Broker-Dealer for so long as the Contracts are outstanding, regardless of whether this Agreement is still in effect. If trail commissions are no longer payable to a Broker-Dealer because the sales agreement between the Company and the Broker-Dealer is no longer in effect, one-half of the trail commissions that would have been payable to the Broker-Dealer had the sales agreement remained in effect shall be paid instead to ZKIA for so long as the Contracts on which the trail commissions are payable remain in effect, regardless of whether this Agreement is still in effect. In addition to the compensation payable to the Broker-Dealers and their insurance affiliates, the Company shall pay the Wholesaler a Promotional Allowance as a reimbursement for its expenses incurred relating to its wholesaling activities contemplated by this Agreement. Promotional Allowances shall be payable to the Wholesaler in such amount and in accordance with the procedures as set forth in Schedule 4, as such Schedule may be amended from time to time upon mutual agreement of the parties to this Agreement. Promotional Allowances shall be payable to the Wholesaler for so long as the Contracts are outstanding, regardless of whether this Agreement and the Participation Agreement are still in effect. Nothing herein or in any sales agreement shall be construed to create any obligation on the part of the Wholesaler to compensate any Broker-Dealer for sales of the Contracts. If either any State in the Territory by insurance rule, regulation or statute, prohibits payment of Promotional Allowances to the Wholesaler, the Wholesaler shall designate in writing a business entity or natural person, including Wholesaler Agency Affiliates, meeting the requirements of such State to receive any amounts that may otherwise be payable to the Wholesaler hereunder. The Wholesaler may change such designation from time to time upon written notice to the Company. Any payments made by the Company to any person or entity so designated by the Wholesaler shall discharge the Company's liability to the Wholesaler hereunder. If a purchaser rescinds a Contract or exercises a right to surrender a contract for return of all Purchase Payments, the Wholesaler will pay to the Company on demand the amount of any Promotional Allowances it received on the Purchase Payments returned. Promotional Allowance chargebacks will be calculated by the Company on the same basis, as described in Schedule 4 hereto, as was utilized in calculating the Contract Promotional Allowances received.

BROKER-DEALER COMPENSATION AND WHOLESALER PROMOTIONAL ALLOWANCES. a. The Company shall compensate Broker-Dealers and/or their duly licensed insurance affiliates for sales of the Contracts by their Representatives pursuant to Schedule 4 to this Agreement, as such Schedule may be amended from time to time upon mutual agreement of the parties to this Agreement. As of the effective date of this Agreement, Schedule 4 governs only compensation and Promotional Allowances related to sales of Xxxxxx Gateway Elite and Custom annuity Contracts. When additional Contracts are developed and offered for sale, Schedule 4 will be appropriately amended to reflect the compensation and Promotional Allowances payable as a result of sales of such additional Contracts. Such compensation shall be based in part on Purchase Payments premium payments received and accepted by the Company Companies for all Contracts issued on applications obtained by the Broker-Dealers or any of their respective Representatives. Additional "trail" compensation may be paid, as described in Schedule 4. The Company Companies will pay compensation due Broker-Dealers and/or their insurance affiliates in accordance with the procedures set forth in Schedule 4. The compensation provided for in this Section 9 shall be payable to the Broker-Dealer and/or its duly licensed insurance affiliate affiliates in accordance with the sales agreement between the Companies and/or the Underwriter and the Broker-Dealer for so long as the Contracts are outstanding, regardless of whether this Agreement is still in effect. In addition to the compensation payable to the Broker-Dealers and their insurance affiliates, the Company Companies shall pay the Wholesaler a Promotional Allowance as a reimbursement for its expenses incurred relating to its wholesaling activities contemplated by this Agreement. Promotional Allowances shall be payable to the Wholesaler in such amount and in accordance with the procedures as set forth in Schedule 4, as such Schedule may be amended from time to time upon mutual agreement of the parties to this Agreement. Promotional Allowances shall be payable to the Wholesaler for so long as the Contracts are outstanding, regardless of whether outstanding and this Agreement remains in effect and the Participation Agreement are still in effect. Nothing herein or in any sales agreement shall be construed to create any obligation on the part of the Wholesaler to compensate any Broker-Dealer for sales of the Contracts. If either State by insurance rule, regulation or statute, prohibits payment of Promotional Allowances to the Wholesaler, the Wholesaler shall designate in writing a business entity or natural person, including Wholesaler Agency Affiliates, meeting the requirements of such State to receive any amounts that may otherwise be payable to the Wholesaler hereunder. The Wholesaler may change such designation from time to time upon written notice to the Company. Any payments made by the Company to any person or entity so designated by the Wholesaler shall discharge the Company's liability to the Wholesaler hereunder. If a purchaser rescinds a Contract or exercises a right to surrender a contract for return of all Purchase Payments, the Wholesaler will pay to the Company on demand the amount of any Promotional Allowances it received on the Purchase Payments returned. Promotional Allowance chargebacks will be calculated by the Company on the same basis, as described in Schedule 4 hereto, as was utilized in calculating the Contract Promotional Allowances receivednot thereafter.