Market Conduct Guide

PRODUCER USE ONLY

O M F I N A N C I A L L I F E I N S U R A N C E C O M P A N Y O F N E W Y O R KADTJ 0360 (03-2001) Rev. 01-2007

Insurance companies and their producers are in thebusiness of making promises. This means that areputation for fair dealing and integrity is essential to thelong-term success of OM Financial Life InsuranceCompany of New York and its independent producers. Aminimum condition of building trust and integrity amongour customers is that we comply with both the letter andspirit of laws and regulations impacting our business.

The audience for this Guide consists of all independentinsurance producers representing OM Financial LifeInsurance Company of New York. We’ve tried toorganize and write the Guide to make it concise,understandable and usable for the producer. However,because insurance regulation is such a complex andchanging field, inevitably there will be cases where theGuide fails to provide complete guidance. Whenever youhave questions about a compliance issue and can’t findthe answer in the Guide, please call your designatedrepresentative at OM Financial Life Insurance Companyof New York Sales Support line at 1-800-778-7735 or the specified contact person for yourdistribution channel. If you’re unsure about whom to callor if you don’t receive a clear answer, please call the Lawand Compliance Department in the Home Office at 1-888-697-5433.

This Guide and the New York Insurance Law andRegulations establishes the minimum standard ofconduct for producers appointed by OM Financial LifeInsurance Company of New York. We expect ourappointed producers to go beyond the minimumstandards and strive to provide the best possibletreatment and service for their customers. If it is determined that the minimum standards set forth inthis Guide are not met, OM Financial Life InsuranceCompany of New York will take appropriate remedialactions, which may include termination of a producer’sappointment.

We recognize and believe that the proper treatment ofcustomers is a shared commitment. This partnershipdemands high standards of profes-sionalism from theCompany, its Home Office staff and its appointedproducers. You have our assurances that we willendeavor to provide you with quality insurance productsand support services delivered in a professional way.

As one of the members of the Insurance MarketplaceStandards Association, we subscribe to a strict set ofstandards that confirms our commitment to honesty,fairness, and integrity in every aspect of the sales andservice of life and annuity products.

Introduction

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Producer Licensing And Appointment .................................................. 6

General Requirements ........................................................................ 6

Licensing ............................................................................................... 6

Appointment ........................................................................................ 6

Commissions ........................................................................................ 7

Letterhead And Business Cards .......................................................... 7

Continuing Education ......................................................................... 7

Sales Practices ........................................................................................... 7

Advertising ............................................................................................ 7

Sales Illustrations .................................................................................. 9

Unfair Trade Practices ......................................................................... 9

Disclosures ......................................................................................... 10

Policy Replacement ................................................................................ 12

General ............................................................................................... 12

Churning ............................................................................................. 12

Definition ............................................................................................ 12

Duties Of Producers .......................................................................... 12

Penalties .............................................................................................. 13

Fraudulent Insurance Acts ..................................................................... 13

Applications ............................................................................................. 13

Customer Monies .................................................................................... 13

General ............................................................................................... 13

Commingling ..................................................................................... 13

Sales Through Financial Institutions .................................................... 13

Background ............................................................................... 13

Physical Setting .......................................................................... 13

Advertising Materials ................................................................. 14

Oral Disclosures And Written Acknowledgement ..................... 14

Timing Of Mandatory Disclosures ............................................. 14

Unlicensed Employees Of The Financial Institution .................. 14

Access To The Financial Institution And Its Regulators .............. 15

Complaints ............................................................................................... 15

Defined ............................................................................................... 15

General Rule ...................................................................................... 15

Procedures .......................................................................................... 15

Table Of Contents

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Producer LicensingAnd AppointmentGeneral RequirementsThe concepts of licensing and appointment arefundamental to state regulation. New York, like all otherstates and the District of Columbia, has laws requiring thelicensing of persons engaged in the business of sellinginsurance. In addition, New York further requires that evenafter a business or individual has obtained a producer’slicense, the producer may not represent an insurancecompany unless the producer is specifically designated, or“appointed,” by the insurance company to sell its products.

These licensing and appointment requirements areprominently stated in OM Financial Life InsuranceCompany of New York’s standard form produceragreement, which contains a epresentation that theproducer is properly licensed and authorized to sell thetypes of contracts covered by the agreement. When thereis doubt concerning licensing and appointmentrequirements, you are encouraged to call Sales Support atthe Home Office or the specified contact person for yourdistribution channel for guidance.

Licensing

“PRODUCER” DEFINED

If you are selling insurance, you are probably considereda producer (or “agent”) by the department of insurance.In general, any corporation, partnership, individual orother person will be considered a “producer” if thatperson receives compensation for soliciting, negotiating,or procuring insurance contracts.

PRODUCER EMPLOYEES

Salaried individuals employed by producers or insurersfor the performance of clerical and similar office dutieswill not be considered producers, so long as theircompensation does not vary with the volume of businessdone.

LINES OF BUSINESS

Insurance licenses usually specify the type of insur-ancebusiness in which the producer may engage. Forexample, the insurance license may authorize theproducer to sell life insurance or annuities, but not healthinsurance. It is important to examine the license toensure that you are specifically authorized to sell thetype(s) of insurance that you offer.

SCOPE OF LICENSES

Producers must be licensed in each state where they dobusiness. Usually this means a producer has an office inone state and sells insurance to residents of that state. Tobe legally entitled to sell life insurance in New York, theproducer must apply for and obtain a New York license.As a New York licensed insurance producer appointedwith OM Financial Life Insurance Company of New York,you are authorized to sell OM Financial Life InsuranceCompany of New York products to individuals withinNew York state only. OM Financial Life InsuranceCompany of New York products may not be sold in statesother than New York.

AGENCY LICENSING

Questions frequently arise regarding the proper licensingof a general agency which conducts business throughproducers. For example, OM Financial Life InsuranceCompany of New York may contract with a generalagency to sell OM Financial Life Insurance Company ofNew York products with the base commission being paidto the individual producer and an override commissionbeing paid to the general agency. In this situation, NewYork law requires the general agency to be licensed inNew York state and appointed with OM Financial LifeInsurance Company of New York in order to receiveoverride commissions.

AppointmentProcurement of an insurance license is only the initialstep that a producer must follow in order to legally offerand sell insurance products. The term “appointment” isused to describe the relationship between an insurer anda producer whereby the insurer acknowledges that theproducer may sell its products. A producer is prohibitedfrom soliciting business or taking applications unless theproducer possesses a valid appointment from theinsurance company. In addition, the insurance companyis typically required to notify the state of the appointmentor termination of any producer.

In New York, appointments for applicants for an originallicense become effective upon issuance of the license.Appointments for currently licensed producers becomeeffective when the certificate of appointment is mailed tothe New York State Insurance Department by OMFinancial Life Insurance Company of New York.Producers are prohibited from soliciting business ortaking applications prior to the effective date of theappointment. Please call Sales Support if you havequestions concerning these rules.

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BACKGROUND CHECKS

As part of the appointment process, OM Financial LifeInsurance Company of New York performs a criminaland civil background check on all producers. One of thereasons for performing a criminal background check is tosatisfy OM Financial Life Insurance Company of NewYork’s obligations under the Federal Violent CrimeControl Act (FVCCA). The FVCCA makes it a felony for acompany engaged in the business of insurance (whichmay include both the company and an insurance agency)to willfully permit the participation of a person who haspreviously been convicted of a felony crime involvingdishonesty or a breach of trust. Agencies should be awareof their own obligations under the FVCCA and performtheir own criminal background checks as necessary tocomply with the FVCCA. Producers and agencies shouldnote also that the FVCCA contains no “grandfather”provision for persons already working in the business ofinsurance. The FVCCA effectively makes it a crime forany insurance employer or its subcontractors to continueto employ an individual if the employer or subcontractorsubsequently learns of a conviction and does notimmediately terminate the individual.

CommissionsGenerally, it is illegal for an insurance company to pay acommission, directly or indirectly, to any person who hasnot been properly licensed as a producer and appointedwith the company. OM Financial Life InsuranceCompany of New York will not pay commissions onbusiness produced by producers unless applicablelicensing and appointment requirements have been fullysatisfied.

Letterhead And Business CardsIt is important that customers understand the relationshipbetween OM Financial Life Insurance Company of NewYork and its appointed producers. As provided in theproducer’s agreement, producers are independentcontractors and should not hold themselves out asemployees. Accordingly, any reference to OM FinancialLife Insurance Company of New York for use onletterhead or business cards should not give a misleadingimpression that producers are employees of theCompany. All letterhead, business cards or similarmaterials referencing OM Financial Life InsuranceCompany of New York must be submitted to andapproved by the Home Office PRIOR to use.

Continuing EducationThe New York State Insurance Department requiresinsurance agents licensed to sell life insurance and/orannuity contracts to satisfactorily complete a specifiednumber of hours of continuing education during eachlicense renewal period. The courses or programs ofinstruction must meet specific standards and be approvedby the New York Superintendent of Insurance to qualifyfor continuing education credit. Any person who fails tomeet New York’s continuing education requirements willnot be eligible to renew his/her insurance license. It isyour responsibility to stay informed concerning New YorkState’s continuing education requirements. If you haveany questions concerning these requirements, pleasecontact Sales Support.

Sales PracticesThe purpose of this section is to set forth minimumstandards and guidelines for the sale of OM Financial LifeInsurance Company of New York products. Accordingly,this section attempts to cover those sales practices whichare regarded as most significant in assessing propertreatment of customers. This section is not acomprehensive review of New York statutes, rules andregulations governing the sale of life insurance andannuity products. For that reason, the omission of aparticular sales practice from this discussion does notindicate that the practice is appropriate or has beenapproved by the Company.

Advertising

“ADVERTISEMENT” DEFINED

The definition of “Advertisement” for insurance sales is very broad and covers many types ofcommunications to prospective and existing customers.For example, an item prepared for use in the routinecourse of business (i.e., a customer prospecting letter)may be deemed to be an advertisement subject toregulation. Also any statement, written or oral, made by aproducer when promoting an insurance product may beconsidered to be an advertisement.

New York Insurance law defines “advertisement”as follows:

• “Advertisement” shall include, but not necessarily be limited to, the following when designed to be used or actually used, to induce the public to purchase, increase, modify, reinstate, or retain a policy:• Printed and published material, audiovisual

material, and descriptive literature of an insurer used in direct mail, newspapers, magazines, radio scripts, television scripts, billboards, and similar displays;

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• Descriptive literature and sales aids of all kinds, including but not limited to circulars, leaflets, booklets, depictions, illustrations, and form letters, issued by an insurer, agent, broker, solicitor, or organization sponsoring the insurance for presentation to members of the insurance buying public;

• Material used for the recruitment, training and education of an insurer’s sales personnel, agents, brokers, and solicitors; and

• Prepared sales talks, presentations, and material for use by agents.

REQUIREMENT FOR PRIOR APPROVAL

All advertisements prepared by producers must be submitted to and approved by the Law andCompliance Department PRIOR to use. As stated in theOM Financial Life Insurance Company of New Yorkproducer’s agreement, failure to obtain the Company’sapproval of all advertising prior to its use may constitutegrounds for immediate termination for cause.

The Company may provide you with pre-approvedmaterials for sale of our products. You may not alter ormodify any Company-prepared advertising. Underspecial circumstances in which other advertising may berequired, you should call your marketing contact in theHome Office to obtain approval of your draft of theproposed advertising. Please plan ahead and allow atleast one week for Home Office approval.

All “Producer Only” advertising must be approved byOM Financial Life Insurance Company of New York priorto its use as well. Although “Producer Only” materialtechnically may not fall within the definition ofadvertising, we need to ensure that the Company’sproducts are understood by the appointed producers whosell them, that the Company conveys a consistentmessage in its marketing programs and producerrecruitment, and that correct information is provided to customers.

Under no circumstances should you make any statementor distribute any advertising or sales literature which isprepared by an independent third person or unrelatedcompany without prior approval of the Home Office.

CERTAIN GUIDELINES

As stated above, the Company suggests that you use onlyCompany-prepared sales brochures and other pre-approved promotional materials. To the extent that youwish to prepare materials for review and approval by theCompany prior to use, the following guidelines should be

observed. Please note that these guidelines apply notonly to written materials, but also to oral statementspromoting the Company or the Company’s products. Youshould also refer to “Verbal disclosures” (page 11) for adiscussion of certain terms that are prohibited in writtenand oral statements about OM Financial Life InsuranceCompany of New York’s products.

• Use of Company Name

It is important to avoid consumer confusion about theidentity of the insurance company issuing a policy. Inparticular, an advertisement may not give the misleadingimpression that the parent company or any othercompany affiliated with the insurer is financiallyresponsible for the insurer’s obligations under a lifeinsurance policy or annuity contract. All advertise-mentsshould use the Company’s full and correct name, OMFinancial Life Insurance Company of New York, 2500Westchester Avenue, Suite 200, Purchase, New York10577, to identify the Company. In addition, descriptionsof OM Financial Life Insurance Company of New Yorkand its affiliates should correctly describe the corporaterelationships among those companies.

• Statements About the Company

Any written or oral statements about the Company’sfinancial condition should comply with the followingguidelines:

• Rating Agencies. Any advertisement or written or oralstatement promoting the Company’s products maycontain the Company’s rating by national ratingagencies. However, state regulators require producersto provide full and fair disclosure of all such ratings.The Company permits you to disclose the rating byA.M. Best Co. alone, but if you use any other ratingservice such as Fitch or Standard & Poor’s, you mustalso disclose the Company’s rating by every ratingservice organization listed above, including A.M. Best Co.

• Risk Based Capital. Risk Based Capital (“RBC”)requirements are designed to examine the quality aswell as the quantity of an insurer’s surplus. New Yorkprovides that RBC standards were not intended as ameans to rank insurers generally. New York law alsonotes that, due to its confidential nature, use of RBCLevel information by any insurer, producer, broker orother person engaged in any manner in theinsurance business would be misleading and istherefore prohibited. Accordingly, you may not makeany statement nor use any advertisement thatcontains information with regard to the Company’sRBC Level or the RBC Level of any other insurer.

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• Guaranty Corporation Membership. You may notmake any statement nor use any advertisement thatrefers to the existence of the Life Insurance CompanyGuaranty Corporation of New York or any similarorganization for the purpose of selling any of theCompany’s products. Use of such information tosolicit or induce the purchase of the company’sproducts is prohibited by law. The New York StateInsurance Department has prepared a brochureentitled “Policyholder Protection” that answersquestions concerning the Guaranty Corporation.Copies may be obtained by contacting the GuarantyCorporation.

• Statistics. Statistics used in any advertisement shall beaccurate and not misleading in fact or by implication.The source of any statistics used in an advertisementshall be identified.

Sales Illustrations

GENERAL RULE

You may only use illustration software approved andissued by the Company. Any use of illustration softwarewithout the Company’s prior approval is strictlyprohibited. If any sales illustration is used to solicit theCompany’s products, the applicant must receive a copy ofthe illustration.

PROHIBITIONS

You may not:

• Represent a policy as anything other than lifeinsurance (or an annuity, where appropriate);

• Make any representation regarding the pastperformance of the policy other than therepresentations contained in the illustration, orrepresent that the policy’s past performance is areliable indicator of future performance;

• Provide an illustration without clearly indicating thatthe current interest rate illustrations are based on theCompany’s current rate schedule, are shown forillustration purposes only and are not guaranteed;

• Provide an applicant with an incomplete policyillustration;

• Display the current interest rate illustration with suchprominence as to render the guaranteed interest rateillustration obscure; or

• Illustrate any product not clearly identified by itsgeneric type of life insurance name, and thecompany product name, if different.

VANISHING PREMIUMS

You may not make any statement (such as the policy willbe “self-supporting”) or represent in any way thatpremium payments will not be required for each year ofthe policy in order to maintain the illustrated deathbenefit unless such representation is accompanied by anadequate explanation as to:

• what benefits would be provided or discontinued atthe time when payments will no longer be required;and

• the conditions under which this would occur.

Unfair Trade PracticesThe purpose of this section is to identify certain acts thatconstitute unfair methods of competition or unfair ordeceptive trade or business practices in the sale of theCompany’s products. The Company will not tolerateunfair trade practices employed by any appointedproducer or agency. If found, such acts may be groundsfor termination with cause. The fact that a practice is notspecifically prohibited in this section does not implyacceptance of the practice.

The following verbal or written unfair trade practices areprohibited under state law:

MISREPRESENTATION

“Misrepresentation” means any statement which containsfalse or misleading information, including misleadinginformation because of incompleteness. Specifically, aproducer may not:

• Make or cause to be made any misrepresentationconcerning the benefits, advantages, conditions, orterms of an insurance policy;

• Provide false information or fail to provide fulldisclosure of all requested information on anapplication for the Company’s products;

• Use false or misleading information to induce thelapse, forfeiture, exchange, conversion, or surrenderof an insurance policy;

• Obtain money or property by means of any untruestatement of a material fact or any omission to state amaterial fact necessary in order to make thestatement made, in light of the circumstances underwhich it was made, not misleading; or

• Employ any device, scheme, or artifice to defraud.

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REBATING

“Rebating” means any offer to pay or return premiums orcommissions to induce the sale of insurance. Forexample, an agreement to pay the customer a portion ofthe commission on a sale would constitute rebating.

Under New York law, you may not offer to rebatepremiums or commissions or offer any other benefit,except those benefits specified in the policy, to induce thesale of the Company’s products.

SALES INDUCEMENTS

“Sales inducements” means any gift, prize, goods, wares,merchandise or other item of valuable considerationgiven as an inducement to enter into any insurancecontract or as an inducement to receive a quote, submitan application or in connection with any othersolicitation for the sale of insurance. Sales inducementsmay also include an agreement of any form or naturepromising payment to another for referral or futurebusiness. For example, in some states a producer may notpay a mortgage banker for each referral of a new homebuyer who purchases life insurance.

TWISTING

“Twisting” describes the practice of using written or oralstatements that misrepresent or inaccurately compare theterms, conditions, or benefits contained in a policy for thepurpose of inducing or attempting to induce thepolicyholder to lapse, forfeit, surrender, retain, exchangeor convert an insurance policy. For example, falselydescribing the features of a competitor’s policy to inducethe replacement of that policy with an OM Financial LifeInsurance Company of New York policy would constitute“twisting.”

DISCRIMINATION

“Discrimination” means refusing to accept applica-tions,refusing to insure, refusing to continue to insure, orlimiting the amount, extent or kind of coverage availableto an individual, or charging a higher rate for the samecoverage solely because of the sex, marital status, age,race, religion, national origin or physical or mentalimpairment of the individual except where such refusal,limitation, or rate differential is based upon soundactuarial principles or reasonably anticipated lossexperience; or refusing to insure solely because anotherinsurer has refused to write a policy, or has canceled orhas refused to renew an existing policy in which thatperson was the named insured.

DEFAMATION

“Defamation” means making, publishing, disseminating,circulating or placing before the public, an advertisement,announcement or statement containing any untrue,

deceptive or misleading statement with respect to thebusiness of insurance or any insurer in the conduct of itsinsurance business.

TIE-IN SALES

“Tie-in sales” or “tying arrangement” means an agreementby a party to sell one product but only on the conditionthat the buyer also purchases a different (or tied) product.For example, the sale of a life insu-rance policy cannot beconditioned upon the sale of an annuity contract orpurchase of any goods or services.

Disclosures

WRITTEN DISCLOSURES

New York law requires agents to provide certain writtendisclosures in the sale of insurance products. Under NewYork law, no policy of life insurance shall be delivered orissued unless the customer has been provided with acopy of the most recent buyer’s guide and the“preliminary information” (as listed below) at or prior tothe time an application is taken. The “preliminaryinformation” shall include the following:

• The agent’s name and address;• The full name and location of the company:

OM Financial Life Insurance Company of New York ,2500 Westchester Avenue, Suite 200, Purchase, NewYork 10577;

• The date of the preliminary information, the genericname of the policy, the initial amount of insurance, andthe initial annual premium for the basic policy;

• The total guaranteed cash surrender values for the basicpolicy, at the end of the 10th and 20th policy years or atthe end of the premium-paying period if earlier;

• The effective policy loan annual percentage interest rate,if the policy would contain this provision, and whetherthis rate is applied in advance or in arrears, adjustable, orfixed;

• The applicant shall be advised that, when the policy isissued, a complete policy summary, including cost data,based on the benefits, premiums, and dividends of thepolicy as issued, will be furnished; and

• The applicant shall be advised that there will be a periodof not less than 10 days within which the applicant mayreturn the policy for an unconditional refund of thepremiums paid.

New York law does provide, however, that no applicantfor life insurance shall be prevented or delayed ineffecting or applying for coverage due to the requirementto provide the preliminary information listed above. Insuch cases where prior to application it is impractical toprovide the preliminary information or buyer’s guide,these items may be estimated in good faith or furnished as

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soon as practical prior to delivery of the policy. Forannuities, the preliminary information delivered to anapplicant must be accompanied or preceded by adescription of the market-value adjustment formulaand/or the withdrawal charge, if any, contained in thecontract. In addition, a policy summary must be providedupon delivery of the policy. (See also, Replacement p.12.) For guidance, please call your designatedrepresentative at OM Financial Life Insurance Companyof New York.

Also, agents are not permitted to remove from policyissue materials any disclaimers or notices issued by thecompany. Such disclaimers or notices are attached topolicy documents in order to comply with regulatoryguidelines and may not be removed under anycircumstances.

VERBAL DISCLOSURES

In addition to the written disclosure rules discussedabove, the Company requires certain verbal disclosures inthe sale of its insurance products.

• Disclosure of status as a “Life Insurance Producer”

• A producer shall inform the prospective purchaser,prior to commencing an insurance sales presentation,that he or she is acting as a life insurance producerand inform the prospective purchaser that he or sherepresents Thomas Jefferson Life Insurance Company.

• No producer shall offer to sell any life insurance orannuity contract in any capacity other than that of aduly licensed life insurance producer.

• No producer shall use terms such as “financialplaner,” “investment advisor,” “financial consultant,”or “financial counselor,” in such a way as to implythat a producer is primarily engaged in an advisorybusiness in which compensation is unrelated to sales,unless such is actually the case. For example, aproducer may not refer to herself as a “financialplanner” unless she charges for financial planningservices unrelated to the commissions received fromthe sale of insurance products.

• No producer shall engage in advising about, sellingor offering to sell, estate planning documents orservices such as wills, trusts and powers of attorney ifthe producer is not authorized to practice law andunless all conflicts are disclosed and knowinglywaived in writing in the manner required by law. Thisis not intended to prohibit the producer’srecommendation of appropriate insurance products,for which authorization to practice law is notrequired.

• Description of the product as “Life Insurance” or “Annuity”

• No producer shall solicit any life insurance policy orannuity contract without the use of the words “lifeinsurance” or “annuity” unless such solicitation isaccompanied by other language or documentsclearly indicating that the contract is a life insurancepolicy or an annuity contract.

• No producer shall use any of the following terms orphrases to describe the features, conditions orbenefits of a life insurance policy or annuity contract:

1. “savings”; 8. “founder’s plan”;2. “savings plan”; 9. “profits”;3. “savings account”; 10.“profit sharing”;4. “investment”; 11.“special benefits”;5. “investment plan”; 12.“deposit”; or6. “units”; 13.“interest plan.” 7. “units of participation”;

Use of these terms or phrases or other similar terms orphrases in connection with the Company’s products hasthe capacity or tendency to mislead a purchaser orprospective purchaser to believe that he or she willreceive something other than a life insurance policy or anannuity contract. For example, the term “premium”should always be used instead of “deposit” to describe acontribution to an insurance policy.

• Statements regarding Tax Benefits

• A producer shall not state or imply that a lifeinsurance policy’s benefits are “tax-free” unless suchis the case. Producers shall describe the insidebuildup of deferred annuities as “tax-deferred” andnot as “tax-free.”

• All producers should refrain from providing legal oraccounting advice and should encourage customersto seek independent tax advice.

• Interest Rates

• Any discussion of current interest rates shall beaccompanied by a statement that such rates arebased on the Company’s current rate schedule andare not guaranteed.

• “Free-look” provisions

• A producer should make applicants aware of the“free look” provision of a policy which may varyfrom 10 to 30 days dependent upon policy type andapplicant type and state requirements

• Policy costs

• A producer should respond to all inquiriesconcerning any penalty or surrender charges byproviding complete and accurate information.

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SPECIAL RULES FOR EQUITY INDEXED PRODUCTS

OM Financial Life Insurance Company of New York offersa variety of "equity indexed" products which creditinterest using a formula linked to an external equityreference or an equity index. Although equity indexproducts are generally understood to be exempt fromfederal and state securities registration requirements, it isimportant to understand that the way in which a productis marketed can directly impact the determination ofwhether it is or is not a security. Accordingly, allproducers are subject to the following guidelines for themarketing of equity indexed products:

• equity indexed products should not be marketed as asubstitute for mutual funds or other equityinvestments;

• the products should be positioned as alternatives totraditional annuities;

• the marketing should not emphasize the investmentaspects of the products; and

• the overall focus of the marketing, including anysales presentations, should be the long termretirement aspects of the equity index products, suchas minimum guaranteed surrender values, annuitypayout options, and the safety and stability ofinsurance products in general.

Policy ReplacementGeneralThe guiding principle in replacement transactions is thatthe transaction should not be made unless it is in thecustomer’s interest. Producers should refrain frominitiating any replacement sale unless they believe, takinginto account all relevant factors such as application of surrender charges on the replacedpolicy, that the customer will benefit from the transaction.In addition, please note that even though transfers of funds from a Certificate of Deposit or amutual fund are not technically replacement transactionsunder the insurance laws, those types of transfers shouldnot be made unless the transaction is in the customer’sbest interest.

DefinitionAs used in this section, “replacement” means anytransaction in which a new life insurance or new annuitycontract is purchased for delivery in New York and theproducer knows that, as part of the transaction, anexisting life insurance or annuity contract has been or islikely to be:

• Lapsed, surrendered, partially surrendered, forfeited,assigned to the replacing insurer or otherwiseterminated;

• Changed or modified into paid-up insurance,continued as extended term or another form ofnonforfeiture benefit or otherwise reduced in value bythe use of nonforfeiture benefits, dividendaccumulations, dividend cash values or other cashvalues;

• Changed or modified to reduce the amount of existinglife insurance or annuity benefit or in the period of timethe existing life insurance or annuity benefit will remainin force;

• Reissued with a reduction in amount such that any cashvalues are released, including dividend accumulationsor paid-up additions;

• Assigned as collateral for a loan or made subject toborrowing or withdrawal of any portion of the loanvalue, including dividend accumulation or paid-upinsurance;

• Continued with a stoppage of premium payments or areduction in the amount of premium paid.

Any IRS 1035 exchange of an insurance policy or annuityconstitutes a “replacement” of insurance. For purposes ofthis guide, “replacement” also includes internalreplacements of existing policies issued by OM FinancialLife Insurance Company of New York. With the exceptionof a policy contract change, exercise of a conversionprivilege, or if the existing life insurance is nonrenewable,non convertible term that expires in five (5) years or less,replacement laws and regulations apply to any transfer orexchange from one OM Financial Life InsuranceCompany of New York policy to another.

Additionally, all producers must obtain with eachapplication a completed and signed Definition ofReplacement form and leave a copy with the applicant. Ifno replacement is involved, the producer must submit acopy of the signed Definition of Replacement form withthe application to OM Financial Life Insurance Companyof New York.

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Duties Of ProducersAll producers must complete the application for a lifeinsurance policy or annuity in its entirety, including thesection regarding replacement of existing life insuranceor annuities, which requires both the producer andapplicant to sign a statement as to whether replacementof an existing life insurance policy or annuity contract isinvolved.

If replacement is indicated, the producer must:

• Obtain a list of all policies or contracts proposed to bereplaced;

• Submit to the existing insurer a list of policies orcontracts to be replaced with the Authorization formsigned by the policyowner requesting informationneeded to complete the Disclosure Statement;

• Have the applicant, not later than signing theapplication, review and sign the Important NoticeRegarding Replacement and the completed DisclosureStatement;

• Submit the application to OM Financial Life InsuranceCompany of New York with:

• A copy of any proposals, including sales materials;

• Proof of receipt by the applicant of the Important Notice Regarding Replacement;

• Completed and signed Disclosure Statement.

PenaltiesIt is considered an unfair trade practice to replace anexisting policy or contract in favor of a new policy orcontract that results in the insured unknowingly acquiringa less valuable or different life insurance policy orannuity contract. Any producer engaged in an unfairtrade practice, or who fails to comply with New Yorkrequirements regarding replacement, shall be subject tosuch penalties as are provided for by New York law andmay be terminated immedi-ately by the Company forcause, as provided in the Company’s produceragreement.

Fraudulent Insurance ActsNew York law prohibits any individual, firm, association,or corporation from committing certain acts and practicesthat are considered fraudulent. A “fraudulent insurance act” is committed by any personwho

“Knowingly and with intent to defraud presents,causes to be presented, or prepares with knowledge orbelief that it will be presented to or by an insurer orpurported insurer, or any agent thereof, any writtenstatement as part of, or in support of, an applicationfor the issuance of, ...or a claim for payment or other

benefit pursuant to an insurance policy for ...personalinsurance which he knows to : (i) contain materiallyfalse information concerning any fact material thereto;or (ii) conceal, for the purpose of misleading,information concerning any fact material thereto.”

Commission of fraudulent insurance acts subjects theproducer to a range of serious sanctions, includingcriminal prosecution, civil liability, and disciplinaryaction from the New York State Insurance Department.Such acts are also grounds for immediate termination forcause under the OM Financial Life Insurance Companyof New York Producer’s Agreement.

ApplicationsEvery product sale must be made using the appropriateOM Financial Life Insurance Company of New Yorkapplication form. All responses on the application shallbe completed accurately by the producer and reflect theapplicant’s responses to those questions as conveyed tothe producer. Any and all information possessed by theproducer relating to the applicant’s responses shall beincluded on the application.

The application shall be reviewed by the producer beforeit is signed by the applicant, and then signed by theapplicant in the producer’s presence. After the applicanthas signed the application, the producer shall sign aswitness to its execution.

Any changes, alterations, amendments or corrections onthe application shall be made by the producer andinitialed by the applicant.

Customer MoniesGeneralAs stated in the producer’s agreement, any initialpremium, entire or partial, collected by the producershall be immediately forwarded to the Company, in theexact form in which it was turned over to the producer.

Unless specified in writing by the Company, the producershall have no authority to collect any premiums ormonies from policyholders other than the initialpremium.

ComminglingAll monies, negotiable instruments, or securities receivedby a producer for or on behalf of the Company shall beheld by the producer as trustee for the Company andshall not be used by such producer for any personal orother purposes whatsoever but shall be immediately paidover to the Company.

Customer monies shall not be commingled with moniesin an insurance producer’s personal account or aninsurance agency’s general account.

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Sales Through Financial InstitutionsBackgroundBecause customers of banks, thrifts and credit unions("Financial Institutions") may have preconceivedassumptions and expectations about products offered byor through the Financial Institution, the distribution ofinsurance and annuity products to Financial Institutioncustomers requires that numerous safeguards be imposedto ensure that such customers are not confused as to (1)the nature of the products (i.e., they are not depositsinsured by the Federal Deposit Insurance Corporation (the"FDIC") or the National Credit Union Share InsuranceFund (the "NCUSIF") or in any way an obligation of theFinancial Institution) or (2) who is offering the products(i.e., if they are sold by a party other than the FinancialInstitution or an affiliate). If you are unclear whether yourmarketing of OM Financial Life Insurance Company ofNew York insurance and annuity products must complywith the requirements described herein, please contactthe Law and Compliance Department.

Physical SettingTo the extent practicable, sales of insurance and annuityproducts to customers of a Financial Institution should beconducted in an area that is physically segregated fromthe area where the Financial Institution takes retaildeposits.

Advertising MaterialsAll advertising (as described elsewhere in the Guide) usedto promote OM Financial Life Insurance Company ofNew York’s products at or through a Financial Institutionmust be approved by OM Financial Life InsuranceCompany of New York prior to use. In addition, any suchmaterials must include the following disclosures (the"Mandatory Disclosures"):

• Where applicable, that the OM Financial LifeInsurance Company of New York insurance andannuity products are being provided solely by theproducer, and not by the Financial Institution or itsaffiliates.

• Where applicable, that the producer is not affiliatedwith the Financial Institution or its affiliates.

• OM Financial Life Insurance Company of New Yorkinsurance and annuity products are not insured bythe FDIC or any other agency of the United Statesgovernment.

• OM Financial Life Insurance Company of New Yorkinsurance and annuity products are not deposits orother obligations of the Financial Institution and arenot guaranteed by the Financial Institution.

• Where applicable, OM Financial Life InsuranceCompany of New York insurance and annuityproducts are subject to investment risk, includingpossible loss of value.

• Financial Institutions cannot condition an extensionof credit on the purchase of a OM Financial LifeInsurance Company of New York insurance orannuity product.

Any references to the Financial Institution in suchadvertising will be used to refer to the location where theinsurance agency services are available.

If requested by the Financial Institution, the producermust also provide the Financial Institution with anopportunity to review the advertising for compliance withapplicable banking regulatory requirements.

Oral Disclosures And WrittenAcknowledgementEach producer, at the times specified below, shall orallyinform the customer of the Mandatory Disclosures andshall obtain a written acknowledgement from thecustomer of receipt of such Mandatory Disclosure. Theproducer shall provide a copy of such acknowledgementto OM Financial Life Insurance Company of New Yorkand the Financial Institution upon request.

Appropriate Acknowledgement Forms will be providedby OM Financial Life Insurance Company of New York orthe Financial Institution.

Timing Of Mandatory DisclosuresThe Mandatory Disclosures are required to avoidconfusion as to who is offering the OM Financial LifeInsurance Company of New York insurance and annuityproducts and their status as uninsured nondepositinvestment products. These disclosures must be provided:

• Orally during any sales presentations, including salespresentations made during telemarketing contacts;

• Orally when advice concerning insurance andannuity products is provided; and

• Orally and in writing (see above) before anyapplication for an insurance or annuity product issubmitted.

Unlicensed Employees Of The FinancialInstitutionUnlicensed employees of a Financial Institution or itsaffiliates may perform only clerical and ministerialfunctions related to the sale of securities, such as thefollowing:

• Referring potential customers to a licensed producer;or

• Distributing informational brochures, business cardsor materials to potential customers.

14

15

Unlicensed employees of a Financial Institution or itsaffiliates are prohibited from engaging in any activityrelated to an insurance or annuity transaction that is notclerical or ministerial in nature. Such employees areprohibited from:

• Accepting or transmitting orders;

• Attempting to solicit or receive orders for thepurchase of insurance or annuity products;

• Recommending any insurance or annuity products orgiving any other form of insurance or annuity advice;

• Describing life insurance or annuities;

• Discussing the merits of any insurance or annuityproduct with a customer;

• Handling any question that might require familiaritywith the life insurance or annuity industry; and

• Handling customer funds (except for electronic fundstransfer) for an insurance or annuity transaction.

You should familiarize yourself with the prohibitedactivities and make sure that you do not request orencourage unlicensed employees of the FinancialInstitution to engage in any of the prohibited activities.

Unlicensed employees of the Financial Institution andany of its affiliates may not receive any compensationbased on insurance or annuity transactions. Suchemployees may, however, be paid a nominal fee forreferring Financial Institution customers to you. Theamount of such fees will be determined and paid solelyby the Financial Institution or its affiliates, and may not bepaid by you.

Access To The Financial Institution And Its RegulatorsYou may be required to provide access, at reasonabletimes, to the books, records and space at the FinancialInstitution to the Financial Institution or its affiliates and toany regulatory agency with authority to oversee theactivities of the Financial Institution. You shall informOM Financial Life Insurance Company of New York’sHome Office as soon as possible in the event that anysuch access has been or will be provided.

ComplaintsThe Company views all customer complaints veryseriously. Consistent with its customer service focus, theCompany will strive to resolve all complaints in a fair andtimely manner.

Defined“Complaint” means a written communication primarilyexpressing a grievance.

“State Insurance Department complaint” means a writtencommunication regarding a complaint transmitted by astate insurance department.

General RuleAll complaints, regardless of their source, shall bereported immediately to the Home Office - Attention:Sales Support.

Procedures1. A producer shall forward the complaint letter alongwith any remarks and supporting documentation to theHome Office.

2. Upon receipt, all complaint documentation will beforwarded to the Company’s Complaint Manager forreview and resolution.

3. The Complaint Manager will investigate the complaint.

4. A producer must respond in a timely manner to anyrequest for information from the Home Office concerninga complaint including a request for a written summary ofthe facts related to a complaint.

5. Under no circumstances should a producer offer cashor any other valuable consideration to settle a complaint.

SECTION 1. Representations: You represent that you are properly licensed and authorized tosell the types of contracts which are the subject of this Agreement. The Company representsthat it is properly licensed and authorized to issue such contracts.SECTION 2. Appointment: The Company appoints you as its representative in New York, to actin accordance with the terms of this Agreement. This territory is not assigned to you exclusively.SECTION 3. Authority:A.Appoint Producers: The Company authorizes you to recruit and recommend to the Company

producers to carry out the purposes of this Agreement. All of your appointments of produc-ers are subject to the prior written approval of the Company, which approval may be provid-ed or withheld in the Company’s sole discretion. Licensed producers appointed under thisAgreement shall be referred to as “Producers” or “your Producers.” The Company may ter-minate or cause you to terminate the appointment or contractual relationship of any of yourProducers with or without cause and with or without your approval. All Producers yourecruit for the purpose of soliciting the sale of the Company’s products must be appointed onthe Company’s standard appointment form. In addition, if the Company will pay compensa-tion directly to a Producer, the Producer must enter into the Company’s standard form ofGeneral Producer’s Agreement.

B.Sell Products: The Company authorizes you and your Producers to solicit the sale of con-tracts of life insurance and annuities which the Company may lawfully underwrite and whichare described in the attached Compensation Schedule (the “Authorized Contracts”); subject,however, to the restrictions placed upon you and your Producers by the laws and regula-tions of the jurisdictions where you are licensed, the Company’s underwriting rules, otherrules as are promulgated to you, and the terms and conditions of this Agreement. TheCompany has the right to decline any application for any product and return any money sub-mitted to the applicant.

C.Other: The Company authorizes you to perform any other act specifically authorized by thisAgreement.

SECTION 4. Limitations of Authority: You are not authorized to incur on behalf of the Companyany indebtedness or liability; to make, alter or discharge contracts; to waive forfeitures; toquote rates except as published by the Company; to extend the time of payment of any premi-um; to extend credit for the purpose of purchasing insurance or keeping it in force; to approveany application for insurance; to acknowledge or represent the existence of any insurancewith the Company; to make any representation or state any opinion regarding the validity orpayment of any claim; or to do any act not specifically authorized by this Agreement.SECTION 5. Responsibility for Producers: You agree to assume full responsibility for all busi-ness produced by you or your Producers and for the acts of your Producers, employees, offi-cers and sub-Producers. Any act or omission, or breach of this Agreement, by any of your offi-cers, employees, Producers or sub-Producers shall be deemed an act, omission or breach byyou and the Company may exercise its rights under this Agreement as if such act, omission orbreach had been committed by you.SECTION 6. Duty to Cooperate; Right of Inspection: You, your employees and your Producersagree to cooperate at all times with the Company or any of its agents in any inquiry or investi-gation as it may relate to the business of the Company, including any in the context of anadministrative or judicial proceeding. You agree to notify the Company promptly upon receiptof any complaint. In accordance with applicable laws and regulations you shall maintain accu-rate and complete books, records, accounts, correspondence or other data relating to all thebusiness of the Company. The Company shall at all times have the right to inspect any and allbooks, records, accounts, correspondence, or data in your office or kept by you or anyProducer so far as the same may relate to the business of the Company, and to make suchextracts or copies as it may desire.SECTION 7. Independent Contractor: At all times you shall be deemed an independent contrac-tor and nothing in this Agreement shall be construed to create the relationship of employer andemployee between you and the Company. You shall not, either expressly or implicitly, presentyourself to others as an employee of the Company. You are free to exercise your own judgmentas to the persons you will recruit as Producers and from whom you will solicit insurance, thetime and place of solicitation, and the manner in which you will perform the obligations of thisAgreement.SECTION 8. Application Completion: You shall complete an application for each policy issuedby the Company on the Company’s application form. All of the responses to the questions in theapplication shall completely and accurately reflect the applicant’s responses to these ques-tions as conveyed to you. All knowledge and information you have relating to the applicant’sresponses shall be appended to the application, with or without the applicant’s consent, andtransmitted to the Company with the application. In addition, you shall insure that the applica-tion is reviewed by the applicant before it is signed by the applicant and that it is signed in yourpresence, after which you shall sign as witness to its execution. You shall send the applicationto the Company immediately after it has been executed.SECTION 9. Premium Remittance: You shall immediately forward to the Company any premium,entire or partial, taken with an application. If the first premium is paid in cash on delivery of apolicy, you shall at once remit it to the Company in cash. You have no right or authority toreceive or collect moneys for or on behalf of the Company at any time for any purpose exceptthe initial premium on insurance procured by you or any of your Producers and necessary to

put the policy in force. However, the Company may, in its discretion, permit you to collectdeferred first year and renewal premiums as and when they mature. Premiums remittedthrough negotiable instruments such as checks shall be made payable to the Company. Allmoneys, negotiable instruments, or securities you receive for or on behalf of the Companyshall be held by you as trustee for the Company and shall not be used by you for any personalor other purposes whatsoever but shall be immediately paid over to the Company.SECTION 10. Insurable Condition: You shall notify the Company promptly should you becomeaware of the death of the applicant, or if you become aware of any inaccuracies in the appli-cant’s responses to the application, including any changes to the applicant’s responses on theapplication before the policy is delivered. For any policies delivered to you by the Company,you shall arrange for such policies to be delivered to the policy owners and the first premiumpaid in accordance with the delivery instructions issued by the Company. You shall not permitthe delivery of any policy unless to the best of your knowledge, the insured is alive, in goodhealth, in the same condition as at the time of application, in insurable condition, and the firstpremium has been fully paid. You shall return to the Company upon request or on the day fol-lowing the expiration of 60 days any contract which was not so delivered.SECTION 11. Company Property; Confidentiality:A.The Company will furnish you such policies, forms, advertising matter, diskettes, and other

supplies as it may deem necessary. The title of these materials as well as all undeliveredpolicies, books, supplies or other property as furnished to you by the Company shall be vest-ed in the Company and shall be accounted for and delivered to its authorized representativeupon the termination of this Agreement or at any other time, upon demand. You may notmake any modifications to diskettes furnished by the Company. You may not transfer, rent,sell, or in any way make available such diskettes to anyone not an employee of you or theCompany.

B.You understand and acknowledge that during the term of this Agreement you may gainaccess to certain confidential and proprietary information relating to the Company and itsbusiness and you agree to keep all such information confidential. You agree that any and all“Nonpublic Personal Information” obtained by you on behalf of or from the Company in theperformance of your duties and obligations under this Agreement shall be used by you onlyas necessary to fulfill your obligations under this Agreement and shall not be disclosed toany other person unless specifically authorized in writing by the Company, or the person whois the subject of the “Nonpublic Personal Information,” or as otherwise permitted by law.“Nonpublic personal information” has the meaning set forth in section 509 of the Gramm-Leach-Bliley Act (P.L. 106-102) and any federal and state laws and regulations that implementthat Act and includes but is not limited to name, address, and financial or health informationof a policyholder, insured, applicant or prospect. You agree to establish physical, electronic,and administrative procedures to protect the security and confidentiality of “NonpublicPersonal Information” in compliance with the Act and any and all federal and state laws andregulations that implement the Act.

SECTION 12. Advertising: All advertising copy and promotional materials developed by you oryour Producers wherein the identity of the Company, its plans of insurance, policies and prac-tices, or its compensation rates are mentioned, directly or by inference, must be approved bythe Company prior to their use or publication (including, but not limited to, use on the Internet).SECTION 13. Right to Retire: The Company, in its sole discretion, may retire from any jurisdic-tion and may discontinue or withdraw any policy form from any jurisdiction where you arelicensed [without prejudice to the right of the Company to continue said forms in any otherjurisdiction] without liability to you or your Producers.SECTION 14. Claims and Litigation: You agree to hold harmless, defend (with counsel reason-ably acceptable to the Company) and indemnify the Company against any claims, judgments,settlements, costs, expenses or other damages, including attorneys fees, which the Companymay suffer or incur as the result of any negligent, fraudulent or unauthorized act, or error oromission, of you, any of your employees, Producers, officers or sub-Producers. The Companyshall have exclusive authority to direct the defense and effect any settlement in any action forwhich the foregoing indemnity may apply. You shall, upon demand, pay the Company as a debtdue hereunder any sums due to it in accordance with this section, as well any monies expend-ed by the Company in answering or defending any attachment, garnishment or other proceed-ings involving you, your employees or officers, or any Producer or other individual under yourdirect control and supervision. You agree that under no circumstances whatsoever shall theCompany be liable to you (or anyone claiming through you) for any lost profits or indirect, inci-dental, punitive or consequential damages in connection with this Agreement.SECTION 15. Compensation:A.The Company will pay you as full compensation and you accept as such only the commissions

set forth in the Compensation Schedule, which forms a part of this Agreement, on AuthorizedContracts written and effected with the Company by you or your Producers, and actually paidfor and accepted by the Company while your authority under Sections 2 and 3 of thisAgreement remains in force. Any policy rescinded by the Company shall be treated as anunaccepted policy. The Company shall not be responsible for any of your expenses.

B.No commission will be paid on life insurance premiums paid in advance until one month afterdue dates of the respective premiums so paid in advance, and then only if the policy is thenin force.

IMPORTANT: READ CAREFULLY BEFORE SIGNING. This agreement is made between and among OM Financial Life Insurance Company of New York (the “Company”) and the General Producer named on the reverse page (“you,” “your” or “yours”). You and the Company agree as follows:

O M F I N A N C I A L L I F E I N S U R A N C E C O M P A N Y O F N E W Y O R K

General Producer’s Agreement

C.Unless modified at the option of the Company, renewal commissions shall be payable subjectto the provisions and limitations of this Agreement and the relevant Compensation Schedule.

D.You may not pay directly or indirectly to any of your Producers compensation in excess ofthe maximum compensation provided for in such Producer’s compensation schedule, unlessapproved by the Company in advance.

E.Any commission payable directly to any Producer shall be netted against any compensationpayable to you pursuant to the Compensation Schedule. Neither your Producers who are notpaid directly by the Company nor any other person shall have any claim against the Companyon the account of sale or service of any Authorized Contract under this Agreement and youagree to indemnify, defend, and hold the Company harmless for any such claims or relatedexpense.

SECTION 16. Indebtedness: The right of you or any person claiming through you to receive anyof the commissions or other compensation provided for in this Agreement shall at all times besubordinate to the right of the Company to offset or apply such commissions or compensationagainst any indebtedness, whether arising from this Agreement or otherwise, of you or yourProducers to the Company or any of its affiliates. You agree to reimburse the Company for allcosts and expenses incurred in collecting said debt, including reasonable attorney’s fees andcourt costs. For purposes hereof, the term “affiliate” means Old Mutual U.S. Holdings, Inc.(including successors and assigns) and its direct and indirect subsidiaries. If you are a busi-ness entity, the individual executing this Agreement on your behalf agrees by signing belowthat he or she shall be personally liable to the Company for any amounts due to the Companyby you or your Producers under the terms of this Agreement.SECTION 17. Commission Forfeiture: In the event the Company shall, either during the continu-ance of this Agreement or after its termination, refund premiums under any policy for any rea-son, you shall forfeit all right to compensation on said policy and shall immediately return to theCompany any compensation paid to you which is attributable to the premiums refunded.SECTION 18. Commission Assignment; Assignment by Company:A.You shall not assign, transfer, or pledge this Agreement or any commission hereunder with-

out the written consent of the Company which shall not be unreasonably withheld. Noassignment of any commissions hereunder shall be binding upon the Company unless it is inwriting and filed at the Home Office of the Company. The Company assumes no responsibilityas to the validity or effect of any such assignment.

B.The Company may assign this Agreement without restriction. The Company may also add asa party to this Agreement any other affiliated insurance company by providing you with writ-ten notice. In such event, references to the “Company” shall also include such newly addedinsurer.

SECTION 19. Commission Vesting: In the event of termination of this Agreement without causeand subject to the provisions of Section 20, the Company will continue to pay first year andrenewal commissions on premiums received and accepted by the Company in accordancewith the Compensation Schedule; provided, however, that payment of service fees will ceaseon the date of termination of the Agreement. In the event of your death, commissions will bepaid to your spouse, otherwise to your estate, in accordance with the Compensation Schedule.SECTION 20. Commission Restrictions: No further commission or other compensation will bepaid to you under this Agreement in the following circumstances:A.If you withhold or misappropriate funds of the Company, its policyholders, or applicants for

any reason.B.If you commit fraud or any other illegal act in the performance of your duties under this

Agreement.C.If you lose your license to act as an insurance producer because of revocation or suspen-

sion by a public authority, or if you voluntarily surrender your license after allegations of mis-conduct by a regulatory authority.

D.If you directly or indirectly induce or attempt to induce any policy owner of the Company tostop premium payments or surrender any policy.

E.If, with your full knowledge, any of your Producers commits any act set forth in this Section.F. If the Company terminates this Agreement for cause.SECTION 21. Solicitation Rights: You agree that the Company will have at all times, both duringand after the termination of this Agreement, the right to communicate in any fashion with thepersons insured under the policies issued hereunder for any purpose, including but not limitedto: advertising the Company’s products, responding to inquiries, conservation of business, ser-vicing the policies and adjusting claims.SECTION 22. Termination: This Agreement may be terminated by either party upon 30 daysnotice in writing by ordinary mail to the last known address of the other party, or may be termi-nated by the Company immediately for cause. For purposes of this Agreement, “cause” shallmean:A.breaching this Agreement;B.violation of any Company policy or procedure, or insurance law or regulation, including, but

not limited to a violation of any provision of the Company’s Market Conduct Guide or theCompany’s Agent Monitoring Program;

C.directly or indirectly inducing or attempting to induce any policy owner of the Company tostop premium payments or surrender any policy;

D. misrepresenting the terms of the Company’s products or its financial condition;E.loss, suspension, revocation, or voluntary surrender of your license or any other regulatory

authority issued by any state, federal or other entity that regulates, controls or in any wayauthorizes the sale of financial or insurance products or services;

F. misrepresentation of any material information in your application for appointment as aGeneral Producer or in any additional documents supporting that application;

G.your insolvency, bankruptcy, or reorganization, or the institution of such or similar proceed-ings by or against you, or in the case of a business organization, the institution of such orsimilar proceedings against one of your principals;

H.indictment alleging a crime or conviction or plea concerning a crime, felony or misdemeanor,involving trustworthiness or dishonesty, including but not limited to, embezzlement, fraud,theft, etc.;

I. conviction or plea of guilty or nolo contendere to any felony; orJ.any action on your part that could reasonably be construed to be defamatory, libelous, or

materially prejudicial to the Company.K.failure to fully pay outstanding debt owed to the Company within 60 days of such date such

debt is incurred.Upon termination of this Agreement, you shall immediately pay to us all sums due and deliverto the Company all brochures, publications and other materials connected with the sale ofCompany products. Upon termination for cause, you forfeit all rights to future commissions,and the Company reserves the right to retain, reassign or cancel any of your GeneralProducers or Producers without any further obligation to you.SECTION 23. Market Conduct Program: You agree to comply with, and to require yourProducers to comply with, all present and future rules, regulations and directives of any natureissued by the Company with respect to market conduct, including without limitation, all provi-sions in the Company’s Market Conduct Guide. You hereby acknowledge that you havereceived and read the Company’s Market Conduct Guide, and you agree to execute and deliverto the Company such further written acknowledgments of the Company’s Market ConductProgram as the Company shall reasonably request.SECTION 24. Waiver of Jury Trial; Arbitration: You agree to waive a trial by jury of any contro-versy or issue arising under or with respect to this Agreement that shall now or hereafter exist.Any controversy or issue arising under or with respect to this Agreement will be determinedand settled exclusively by final and binding arbitration held in Baltimore, Maryland by a nation-ally recognized arbitration organization designated by the Company, and in accordance withthe then existing rules and procedures of that organization. The parties agree that such arbi-tration shall begin no later than ninety (90) days after a party makes a demand for arbitration.Any advance costs for the arbitration shall be paid jointly by the parties, however the non-pre-vailing party shall be liable for all arbitration costs, including reimbursement to the prevailingparty for costs previously advanced. The arbitrator’s decision or award shall be final and bind-ing and shall be fully enforceable and subject to an entry of judgment by a court of competentjurisdiction.SECTION 24. Miscellaneous:A.Effective Date: This Agreement shall not be effective until signed by you and accepted by the

Company.B.Effect on Previous Agreements: The execution of this Agreement abrogates, terminates, and

supersedes all previous agreements between you and the Company and constitutes theentire agreement between you and the Company with respect to the subject matter of thisAgreement.

C.Amendment of Agreement; No Waiver: The Company reserves the right at any time to amendor change any Company guideline or policy, or term of the Agreement upon written notice toyou. Such change will only be effective if signed by an officer of the Company. Failure of theCompany to take advantage of any breach of the terms, conditions, or covenants herein con-tained shall not constitute a waiver or estoppel to thereafter enforce any of said terms, con-ditions or covenants. This Agreement cannot be modified by any acquiescence in practicesor courses of dealing by the Company contrary to the terms, conditions or covenants hereof.

D.Governing Law: This Agreement is governed by the laws of the State of New York (withoutregard to any choice of law provisions) and each party hereto agrees to accept service ofprocess in and to submit to the jurisdiction of the federal or state courts located within theState of New York for any matter involving this Agreement. In any action, suit or proceedingbrought by the Company, you agree not to assert that such action, suit or proceeding isbrought in an inconvenient forum or that the venue of the action, suit or proceeding isimproper.

E.Survival: Notwithstanding any provision of this Agreement to the contrary, the termination ofthis Agreement, whether with or without cause, shall be construed as a termination of:(a) your appointment and your authority under Section 2 of this Agreement; (b) your authorityunder Sections 3, 7, 8, 9 and 10 of this Agreement; and (c) the Company’s obligations underSections 11(A) and 15 of this Agreement. All other provisions of this Agreement shall surviveany termination of this Agreement.

FGLI 1381 (09-2003) Rev. 01-2007

TO IN WITNESS WHEREOF the parties have caused this Agreement to be executed under seal on the dates indicated below.

General Producer:___________________________________________ Company: _________________________________________________

X __________________________________________________ (SEAL) X __________________________________________________ (SEAL)Signature Date Signature Title Date

Company Use OnlyProducer Number: _________________________________________________________ Compensation Schedule: ___________________________________________________

About OM Financial Life Insurance Company of New York

OM Financial Life Insurance Company of New York is the New York insurer for one of the world’s largest insurance

companies with a strong U.S. presence. Only OM Financial Life of New York is responsible for its contractual

guarantees and commitments. The company is committed to delivering innovative and balanced financial solutions.