Amendment to Marketing Agreement between Transamerica Life Insurance and Annuity Company and Legacy Marketing Group

Summary

Transamerica Life Insurance and Annuity Company and Legacy Marketing Group have amended their existing marketing agreement, originally dated May 29, 1998. The amendment updates the list of annuity products covered, modifies commission structures and payment schedules, and adds new product variations. It also clarifies how commissions are calculated and paid, including special provisions for certain products and time periods. All other terms of the original agreement remain unchanged.

EX-10.2 4 p17898_ex10-2.txt AMENDMENT TO MARKETING AGREEMENT o CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SEC EXHIBIT 10.2 AMENDMENT TO MARKETING AGREEMENT THIS AMENDMENT TO THE MARKETING AGREEMENT is entered into this 22nd day of May, 2000, and effective as indicated herein, by and between TRANSAMERICA LIFE INSURANCE AND ANNUITY COMPANY, hereinafter referred to as "Transamerica," a North Carolina corporation, and LEGACY MARKETING GROUP, hereinafter referred to as "LMG," a California corporation. WHEREAS, Transamerica and LMG entered into a Marketing Agreement, dated May 29, 1998, hereinafter referred to as the "Agreement," wherein Transamerica and LMG agreed to jointly develop proprietary annuity products, wherein LMG would market such products on behalf of Transamerica, utilizing its nationwide distribution channels of duly licensed and appointed Producers in consideration of the fees as set forth in APPENDIX B of the Agreement. NOW, THEREFORE, in consideration of the foregoing recitals and mutual promises hereinafter contained and other good and valuable consideration, the parties hereto do agree as follows: Effective as of May 29, 1998: 1. APPENDIX A, "Policy Forms," is hereby amended to include the product names associated therewith as follows: "Product Name Group Master Policy # Policy # ------------- --------------------- -------- SelectMark 5 50/50 T-GTMY0298-5-50/50 T-PTMY0298-5-50/50 SelectMark 5 75/25 T-GTMY0298-5-75/25 T-PTMY0298-5-75/25 SelectMark 10 50/50 T-GTMY0298-10-50/50 T-PTMY0298-10-50/50 SelectMark 10 75/25 T-GTMY0298-10-75/25 T-PTMY0298-10-75/25" 2. APPENDIX B, "Commission," is hereby amended to read as follows: "COMMISSION Base Commission SelectMarkSM 5 Product: {5 Year Surrender Charge Schedule} Transamerica will pay LMG on the last business day of the week o of all premiums received by LMG during that week for the SelectMarkSM 5 Product. Page 1 of 4 o CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SEC SelectMarkSM 10 Product: {10 Year Surrender Charge Schedule} Transamerica will pay LMG on the last business day of the week o of all premiums received by LMG during that week for the SelectMarkSM 10 Product. Additional premiums will be subject to the same commission percentages as the initial premium. If the issue age is greater than 84 as defined in the Death Benefit Proceeds provision of the Policies referenced in APPENDIX A, the aforementioned base commissions are reduced by o. A monthly trail base commission of o multiplied by the aforementioned, product specific base commission percentage divided by 12 of the Annuity Cash Value is paid, beginning in policy year 2. Override Commission In addition to the base commissions specified above, Transamerica shall pay to LMG an Override Commission for each of the aforementioned SelectMarkSM products on the last business day of the week, of o of all premiums received by LMG during that week. The above referenced Override Commission percentage includes o which is paid back to the carrier at the end of each fiscal year [fiscal year begins with the first month that any premium received by LMG, i.e., August -July] for the Policies referenced in APPENDIX A for the first $100 million of premium paid, net of free looks. LMG will retain the o on all premiums received in excess of $100 million in each fiscal year. Such year ends the last day of the calendar month immediately preceding the month the first premium paid is received (July 31st). Such Override Commission will be part of the total weekly commission process and will be paid by Transamerica to LMG by authorizing LMG to write a check to itself against the Transamerica Disbursement account for the total weekly commission amount." Effective as of February 9, 1999: 1. Add to Appendix A, "Policy Forms," as follows: "Product Name Group Master Policy # Policy # ------------- --------------------- -------- SelectMark 10 Special Edition T-GTMY0298-10-50/50* T-PTMY0298-10-50/50* *Effective February 9, 1999, the SelectMark 10 Special Edition replaced the SelectMark 10 50/50 for the referenced policy forms." Page 2 of 4 o CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SEC 2. Add to APPENDIX B, "Commissions," as follows: "SelectMarkSM 10 Special Edition Product: {10 Year Surrender Charge Schedule} Transamerica will pay LMG on the last business day of the week o of all premiums received by LMG during that week for the SelectMarkSM 10 Special Edition." Effective as of October 18, 1999: 1. Add to Appendix A, "Policy Forms," as follows: "Product Name Group Master Policy #Policy # ------------- ------------------- --------- SelectMark 7 Special Edition T-GMY0799-7-100 T-PMY0799-7-100 SelectMark 7 75/25 T-GMY0799-7-75/25 T-PMY0799-7-75/25 SelectMark 7 50/50 T-GMY0799-7-50/50 T-PMY0799-7-50/50 Beneficiary Rider T-GBR-0799 T-PBR-0799" 2. Add to APPENDIX B, "Commissions," as follows: "COMMISSION Base Commission SelectMarkSM 7 Product: {7 Year Surrender Charge Schedule} Transamerica will pay LMG on the last business day of the week o of all premiums received by LMG during that week for the SelectMarkSM 7 Product. Transamerica will pay LMG on the last business day of the week o of all premiums received by LMG during that week for the SelectMarkSM 7 Special Edition Product. Transamerica will pay LMG on the last business day of the week an additional o of all premiums received by LMG during that week for the SelectMarkSM 10 Special Edition Product for applications received between October 18, 1999 and December 31, 2000. In the event that LMG receives a SelectMarkSM 10 Special Edition application prior to June 30, 2000, and associated premiums are received thereafter, LMG shall be entitled to collect the additional o commission. Additional premiums will be subject to the same commission percentages as the initial premium; with the exception of any additional deposits to an existing SelectMarkSM 10 Special Edition product between October 18, 1999 and December 31, 2000, for which LMG shall be entitled to the o commission rate. Page 3 of 4 o CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SEC LMG may calculate this monthly trail commission for the SelectMarkSM 10 Special Edition, for premiums received between October 18, 1999 and December 31, 2000, by employing the figure of "o" as opposed to "o." LMG will collect any additional funds owed to it from this calculation utilizing the actual o (as provided above) by submitting a written invoice to Transamerica for such fees on a monthly basis. Override Commission In addition to the commissions specified above, Transamerica shall pay to LMG an Override Commission for each of the aforementioned SelectMarkSM products on the last business day of the week o of all premiums received by LMG during that week. The above referenced Override Commission percentage includes o which is paid back to the carrier at the end of each fiscal year [fiscal year begins with the first month that any premium received by LMG, i.e., August -July] for the Policies referenced in APPENDIX A for the first $100 million of premium paid, net of free looks. LMG will retain the o on all premiums received in excess of $100 million in each fiscal year. Such year ends the last day of the calendar month immediately preceding the month the first premium paid is received (July 31st). Such commission will be part of the weekly commission process and will be paid by Transamerica to LMG by authorizing LMG to write a check to itself against the Transamerica Disbursement account for the total weekly commission amount." 3. All other provisions in the Agreement not specifically amended above remain in effect and unchanged. IN WITNESS HEREOF, the parties have hereto executed this Agreement. LEGACY MARKETING GROUP TRANSAMERICA LIFE INSURANCE AND ANNUITY COMPANY By: /s/ R. Preston Pitts By: /s/ Bill Tate Title: President Title: Chief Marketing Officer Date: May 22, 2000 Date: July 11, 2000 Witness: /s/ Anne Sedleniek Witness: /s/ Maria Marty Page 4 of 4