_

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Fgz7j/KtgoMzgk1YprlA/26niLyEoVwieqq5HLafg2QuSXp5j/od7Ce1YBl5z9pY paakrvN64/jhgYvW4SC8xQ== 0000950005-09-000317.txt : 20091019 0000950005-09-000317.hdr.sgml : 20091019 20091019172633 ACCESSION NUMBER: 0000950005-09-000317 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 23 CONFORMED PERIOD OF REPORT: 20081231 FILED AS OF DATE: 20091019 DATE AS OF CHANGE: 20091019 FILER: COMPANY DATA: COMPANY CONFORMED NAME: REGAN HOLDING CORP CENTRAL INDEX KEY: 0000870069 STANDARD INDUSTRIAL CLASSIFICATION: LIFE INSURANCE [6311] IRS NUMBER: 680211359 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-19704 FILM NUMBER: 091126606 BUSINESS ADDRESS: STREET 1: 2090 MARINA AVE CITY: PETALUMA STATE: CA ZIP: 94954 BUSINESS PHONE: 7077788638 MAIL ADDRESS: STREET 1: 2090 MARINA AVE CITY: PETALUMA STATE: CA ZIP: 94954 10-K/A 1 p20678form10ka.htm ANNUAL REPORT AMENDMENT #2 _

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10–K/A

Amendment No. 2

(Mark One)

[X]

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2008

[ ]

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________________ to ________________

Commission file number 000–19704

REGAN HOLDING CORP.

(Exact name of Registrant as specified in its charter)



California			68-0211359
(State or other jurisdiction of			(I.R.S. Employer Identification No.)
incorporation or organization)
2090 Marina Avenue, Petaluma, California 94954 (Address of principal executive offices and Zip Code)
(707) 778-8638 (Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(g) of the Exchange Act:

Common Stock, No Par Value (Title of Class)

Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES [ ] NO [X]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. YES [ ] NO [X]

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES [X] NO [ ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrants were required to submit and post such files). YES [ ] NO [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X]

Indicate by check mark whether the registrant is a large accelerated filer, accelerated filer, or smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [ ] Smaller reporting company [X]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). YES [ ] NO [X]

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked prices of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter.

There is currently no trading market for the registrant’s stock. Accordingly, the aggregate market value of the common equity held by non-affiliates is $616,000. This value is based upon the price at which the registrant would have repurchased its stock had it repurchased any stock in the last fiscal year. As of October 16, 2009, the number of shares outstanding of the registrant’s Series A Common Stock was 23,525,000 and the number of shares outstanding of the registrant’s Series B Common Stock was 550,000. The registrant has no other shares outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

None

Explanatory Note

This Amendment No. 2 on Form 10-K/A amends the Annual Report on Form 10-K of Regan Holding Corp. (“the Company, we, our, us”) for the year ended December 31, 2008, as amended by Form 10-K/A (Amendment No. 1) filed with the Securities and Exchange Commission (the "SEC") on March 31, 2009 and April 30, 2009, respectively. The Company is filing this Amendment No. 2 for the purposes stated below:


a)	The company’s accounting policy on sales commissions processing has been provided as an additional disclosure under Item 8 Financial Statements and Supplementary Data, Notes to Consolidated Financial Statements.


b)	Item 9A Controls and Procedures has been deleted and Item 9A(T) Controls and Procedures has been modified to (i) clarify that our disclosure controls and procedures were designed to provide reasonable assurance that the controls and procedures would meet their objectives and (ii) identify the framework used by management to evaluate the effectiveness of our internal control over financial reporting.

c)	Item 15 Exhibits has been amended to include certain material agreements as required by Item 601(b)(10) of Regulation S-K

d)		Management certifications provided pursuant to Rule 13a-14(a) of the Securities Exchange Act, as amended, have been modified to remove the title of the certifying individuals from the beginning of the certifications and to include the internal control over financial reporting language as required by Item 601(b)(31) of Regulation S-K.

This Amendment No. 2 does not modify or update any other disclosures set forth in our Form 10-K for the year ended December 31, 2008, as amended by Form 10-K/A (Amendment No. 1), except as required to reflect the additional information mentioned above. Additionally, this Amendment No. 2 does not update or discuss any other Company developments subsequent to the date of the Form 10-K filing for the year ended December 31, 2008.

Table of Contents



		Part - Page
	PART II
Item 8.	Financial Statements and Supplementary Data	II-5
Item 9A(T).	Controls and Procedures	II-5

	PART IV
Item 15.	Exhibits and Financial Statement Schedules	IV-6

Signatures		8
Index to Exhibits		9

PART II

Item 8. Financial Statements and Supplementary Data

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

REGAN HOLDING CORP. AND SUBSIDIARIES

1. Organization and Summary of Significant Accounting Policies

p. Payment of Sales Commissions

Under the terms of Legacy's marketing agreements with each carrier, they provide that for the sales of insurance policies placed in-force, Legacy is paid a marketing allowance and commission override based on the premium amount of the underlying policy. Legacy is also responsible for facilitating payment of commissions from the carrier to the producer who sold the policy. Each producer is an independent contractor of Legacy and must be appointed with the carrier in order to receive such commission. Because Legacy’s role is to serve as an agent for the commission payment processing and to maintain a liability for any unpaid sales commissions, the Company pays the commissions to its producers but records the revenue based on the net amount retained.

Item 9A(T). Controls and Procedures

Disclosure Controls and Procedures

As of December 31, 2008, we performed an evaluation of the effectiveness of our disclosure controls and procedures that are designed to provide reasonable assurance that the material financial and non-financial information required to be disclosed in our annual report and filed with the SEC is recorded, processed, summarized and reported timely within the time period specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to provide reasonable assurance that information required to be disclosed by an issuer in the reports that it files or submits under the Securities Act, of 1934 as amended, is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Based on our evaluation, our management, inc luding our Chief Executive Officer and Chief Financial Officer has concluded that our disclosure controls and procedures (as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934, as amended) as of December 31, 2008, are effective at such reasonable assurance level. There can be no assurance that our disclosure controls and procedures are designed to provide reasonable assurance of achieving the desired control objectives.

Management’s Annual Report on Internal Control Over Financial Reporting

Our management, under the supervision of our Chief Executive Officer and Chief Financial Officer, is responsible for establishing and maintaining adequate internal control over our financial reporting, as defined in Rule 13a-15(f) of the Securities Exchange Act of 1934, as amended. The Company’s internal control over financial reporting is defined as a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Internal control over financial reporting includes policies and procedures that: (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect our transactions and asset dispositions; (ii) provide reasonable assurance that transaction are recorded as necessary to permit the preparation of our financial statements in accordance with generally accepted a ccounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and (iii) provide reasonable assurance regarding the prevention or timely detection of unauthorized acquisition, use or disposition of assets that could have a material effect on our financial statements.

Due to its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projects of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we evaluated the effectiveness of our internal control over financial reporting as of December 31, 2008. In making this evaluation, our management used the framework established in Internal Control – Integrated Framework issued

by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this evaluation, our management concluded that the Company’s internal controls over financial reporting were effective as of December 31, 2008.

This management report on internal control over financial reporting shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section.

This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to an attestation report of the Company’s registered public accounting firm pursuant to temporary rules of the SEC that permit the Company to provide only management’s report in this annual report.

Changes in Internal Control Over Financial Reporting

During the most recent fiscal quarter, there have not been any significant changes in our internal controls over financial reporting or in other factors that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

PART IV

Item 15. Exhibits and Financial Statement Schedules

(a)

Index to Exhibits and Financial Statement Schedules:

The following financial statements are included in Item 8:

(i)

Reports of Independent Registered Public Accounting Firms.

(ii)

Consolidated Balance Sheet as of December 31, 2008 and 2007.

(iii)

Consolidated Statement of Operations for the years ended December 31, 2008, 2007, and 2006.

(iv)

Consolidated Statement of Shareholders’ Equity for the years ended December 31, 2008, 2007, and 2006.

(v)

Consolidated Statement of Cash Flows for the years ended December 31, 2008, 2007, and 2006.

(vi)

Notes to Consolidated Financial Statements.

Financial statement schedules - schedule II - valuation and qualifying accounts (included in Item 8)

See (b) below.

(b)

Exhibit Index

3(a)

Restated Articles of Incorporation. (2)

3(b)(2)

Amended and Restated Bylaws of the Company. (3)

4(a)

Amended and Restated Shareholders’ Agreement, dated as of June 30, 2003, by and among the Company, Lynda Regan, Alysia Anne Regan, Melissa Louise Regan and RAM Investments. (4)

10(a)

Form of Producer Agreement. (1)

10(b) *

401(K) Profit Sharing Plan & Trust dated July 1, 1994. (1)

10(c)

Producer Stock Award and Stock Option Plan, as amended. (5)

10(d)(1)

1998 Stock Option Plan, as amended. (5)

10(e)

Commercial Note between SunTrust Bank and the Company executed April 23, 2004. (7)

10(f)

Agreement of Purchase and Sale between Regan Holding Corp. and Basin Street Properties, dated July 25, 2005, and related Lease, dated November 18, 2005. (10)

10(g)

Amendment to Agreement of Purchase and Sale between Regan Holding Corp. and Basin Street Properties, dated November 14, 2005. (10)

10(h)

Credit Agreement between Legacy Marketing Group and Washington National Insurance Company dated July 20, 2006. (8)

10(i)

Asset Purchase Agreement between Prospectdigital LLC and PD Holdings LLC, dated January 25, 2007. (9)

10(j)

Asset Purchase Agreement between Transaction Applications Group, Inc. and Legacy Marketing Group, dated October 17, 2007. (11)

10(k)

Lease Agreement between Regan Holding Corp. and Perot Systems Corporation, dated October 17, 2007. (11)

10(l)

License and Hosting Agreement between Transaction Applications Group, Inc. and Legacy Marketing Group, dated October 17, 2007. (11)

10(m)

Guaranty by Perot Systems Corporation of Payment and Obligations of Transaction Applications Group, Inc. under the Asset Purchase Agreement, dated October 17, 2007. (11)

10(n)

Guaranty by Regan Holding Corp. of Payment and Obligations of Legacy Marketing Group, Inc. under the Asset Purchase Agreement, dated October 17, 2007. (11)

10(o)

Marketing Agreement, effective June 5, 2002, between Investors Insurance Corporation and Legacy Marketing Group. (12)(15)

10(o)(1)

Amendment One to the Marketing Agreement with Investors Insurance Corporation. (15)

10(o)(2)

Amendment Two to the Marketing Agreement with Investors Insurance Corporation. (15)

10(p)

Marketing Agreement, effective November 15, 2002, between American National Insurance Company and Legacy Marketing Group. (13)(15)

10(p)(1)

Amendment One to the Marketing Agreement with American National Insurance Company. (14)

10(p)(2)

Amendment Two to the Marketing Agreement with American National Insurance Company. (15)

10(p)(3)

Amendment Three to the Marketing Agreement with American National Insurance Company. (15)

10(p)(4)

Amendment Four to the Marketing Agreement with American National Insurance Company.

10(q)

Marketing Agreement, effective June 1, 2004, between OM Financial Life Insurance Company (Americom) and Legacy Marketing Group. (15)

10(q)(1)

Amendment One to the Marketing Agreement with OM Financial Life Insurance Company (Americom). (15)

10(q)(2)

Amendment Two to the Marketing Agreement with OM Financial Life Insurance Company (Americom).

10(q)(3)

Amendment Three to the Marketing Agreement with OM Financial Life Insurance Company (Americom). (15)

10(r)

Sale of Partnership Interest, effective March 26, 2008, between Legacy TM, LP and Legacy Marketing Group.

10(r)(1)

Purchase Pledge and Guaranty to the Sale of Partnership Interest, effective March 26, 2008, between Legacy TM, LP and R. Preston Pitts and Lynda Pitts, individually.

10(s)

Line of Credit Promissory Note, effective September 8, 2008, between Regan Holding Corp. and Lynda and Preston Pitts.

10(t)

Amended and Restated Key Employee Deferred Compensation Plan, effective December 5, 2008.

10(u)

Amended and Restated Producer Commission Deferral Plan, effective December 5, 2008.

10(v)

Marketing Agreement, effective October 10, 2005, between Conseco Marketing, LLC (Washington National Insurance Company) and Legacy Marketing Group. (15)

10(v)(1)

Work Order One to the Marketing Agreement with Conseco Marketing, LLC (Washington National Insurance Company). (15)

10(v)(2)

Amendment One to the Marketing Agreement with Conseco Marketing, LLC (Washington National Insurance Company).

Subsidiaries of Regan Holding Corp.

31.1

Certification of Chief Executive Officer required by Rule 13a-14(a)/15d-14(a) under the Exchange Act.

31.2

Certification of Chief Financial Officer required by Rule 13a-14(a)/15d-14(a) under the Exchange Act.

32.1

Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2

Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

——————————

Management contract, compensatory plan or arrangement.

(1)

Incorporated herein by reference to the Company’s annual report on Form 10-K for the year ended December 31, 1994.

(2)

Incorporated herein by reference to the Company’s quarterly Form 10-Q for the quarter ended September 30, 1996.

(3)

Incorporated herein by reference to the Company’s quarterly Form 10-Q for the quarter ended September 30, 2000.

(4)

Incorporated herein by reference to the Company’s quarterly Form 10-Q for the quarter ended June 30, 2003.

(5)

Incorporated herein by reference to the Company’s Definitive Proxy Statement dated July 31, 2001.

(6)

Incorporated herein by reference to the Company’s quarterly report on Form 10-Q for the quarter ended June 30, 2002.

(7)

Incorporated herein by reference to the Company’s quarterly report on Form 10-Q for the quarter ended June 30, 2004.

(8)

Incorporated herein by reference to the Company’s quarterly report on Form 10-Q for the quarter ended September 30, 2006.

(9)

Incorporated herein by reference to the Company’s current report on Form 8-K filed on January 25, 2007.

(10)

Incorporated herein by reference to the Company’s annual report on Form 10-K for the year ended December 31, 2005.

(11)

Incorporated herein by reference to the Company’s annual report on Form 10-K for the year ended December 31, 2007.

(12)

Incorporated herein by reference to the Company’s registration statement on Form S-2 (post-effective amendment no. 5) dated July 23, 2004.

(13)

Incorporated herein by reference to the Company’s current report on Form 8-K filed on January 30, 2004.

(14)

Incorporated herein by reference to the Company’s quarterly report on Form 10-Q for the quarter ended September 30, 2003.

(15)

Portions of this exhibit have been redacted and filed separately with the Securities and Exchange Commission in connection with a request for confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

REGAN HOLDING CORP.

By: /s/ Lynda L. Pitts

Date: October 16, 2009

_{—————————————————}

Lynda L. Pitts

Chairman of the Board of Directors and

Chief Executive Officer

By: /s/ R. Preston Pitts

Date: October 16, 2009

_{—————————————————}

R. Preston Pitts

Principal Accounting and Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By: /s/ Lynda L. Pitts

Date: October 16, 2009

_{—————————————————}

Lynda L. Pitts

Chairman of the Board of Directors and Chief

Executive Officer (Principal Executive Officer)

By: /s/ R. Preston Pitts

Date: October 16, 2009

_{—————————————————}

R. Preston Pitts

Director, President

(Principal Financial and Accounting Officer)

By: /s/ Donald Ratajczak

Date: October 16, 2009

_{—————————————————}

Donald Ratajczak

Director

By: /s/ Ute Scott-Smith

Date: October 16, 2009

_{—————————————————}

Ute Scott-Smith

Director

By: /s/ J. Daniel Speight, Jr.

Date: October 16, 2009

_{—————————————————}

J. Daniel Speight, Jr.

Director

INDEX TO EXHIBITS

Number

Description

10(o)(1)

Amendment One to the Marketing Agreement with Investors Insurance Corporation. (15)

10(o)(2)

Amendment Two to the Marketing Agreement with Investors Insurance Corporation. (15)

10(p)(2)

Amendment Two to the Marketing Agreement with American National Insurance Company. (15)

10(p)(3)

Amendment Three to the Marketing Agreement with American National Insurance Company. (15)

10(p)(4)

Amendment Four to the Marketing Agreement with American National Insurance Company.

10(q)

Marketing Agreement, effective June 1, 2004, between OM Financial Life Insurance Company (Americom) and Legacy Marketing Group. (15)

10(q)(1)

Amendment One to the Marketing Agreement with OM Financial Life Insurance Company (Americom). (15)

10(q)(2)

Amendment Two to the Marketing Agreement with OM Financial Life Insurance Company (Americom).

10(q)(3)

Amendment Three to the Marketing Agreement with OM Financial Life Insurance Company (Americom). (15)

10(r)

Sale of Partnership Interest, effective March 26, 2008, between Legacy TM, LP and Legacy Marketing Group.

10(r)(1)

Purchase Pledge and Guaranty to the Sale of Partnership Interest, effective March 26, 2008, between Legacy TM, LP and R. Preston Pitts and Lynda Pitts, individually.

10(s)

Line of Credit Promissory Note, effective September 8, 2008, between Regan Holding Corp. and Lynda and Preston Pitts.

10(t)

Amended and Restated Key Employee Deferred Compensation Plan, effective December 5, 2008.

10(u)

Amended and Restated Producer Commission Deferral Plan, effective December 5, 2008.

10(v)

Marketing Agreement, effective October 10, 2005, between Conseco Marketing, LLC (Washington National Insurance Company) and Legacy Marketing Group. (15)

10(v)(1)

Work Order One to the Marketing Agreement with Conseco Marketing, LLC (Washington National Insurance Company). (15)

10(v)(2)

Amendment One to the Marketing Agreement with Conseco Marketing, LLC (Washington National Insurance Company).

Subsidiaries of Regan Holding Corp.

31.1

Certification of Chief Executive Officer required by Rule 13a-14(a)/15d-14(a) under the Exchange Act.

31.2

Certification of Chief Financial Officer required by Rule 13a-14(a)/15d-14(a) under the Exchange Act.

32.1

Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2

Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

____________________________________________

(15)

EX-10 2 p20678ex10o1.htm EXHIBIT 10(O)1 AMENDMENT No

Exhibit 10(o)(1)

AMENDMENT TO

MARKETING AGREEMENT

THIS AMENDMENT TO THE MARKETING AGREEMENT, effective as indicated herein, by and between Investors Insurance Corporation (“IIC”), a Delaware corporation, and Legacy Marketing Group (“LMG”), a California corporation.

WHEREAS, IIC and LMG entered into a Marketing Agreement, dated June 5, 2002, (“Agreement”), wherein LMG agreed to provide specified services relating to the marketing of certain insurance policies issued by IIC.

WHEREAS, IIC and LMG desire to amend to the Agreement as follows;

NOW THEREFORE, in consideration of the foregoing recitals and mutual promises hereinafter contained and other good and valuable consideration, LMG and IIC mutually agree to the following:

Add to APPENDIX A, “Contract (Policy) Forms,” as follows:


PRODUCT NAME	POLICY FORM NUMBERS*	EFFECTIVE DATES**
MarkOne^sm0	IIC-PEIA-302-10-0	06/05/02
MarkOne^sm4	IIC-PEIA-302-10-4	06/05/02
MarkOne^sm8	IIC-PEIA-302-10-8	06/05/02
MarkOne^smSE	IIC-PEIA-302-10-0	09/19/05
Beneficiary Rider	IIC-BRP-302	06/05/02
SummitMark^sm	IIC-PEIA-603-10-0	03/15/04
SummitMark^smExtra 4	IIC-PEIA-603-10-4	03/15/04
SummitMark^smExtra 8	IIC-PEIA-603-10-8	03/15/04
VistaMark^sm“0”	IIC-PEIA-603-10-0	04/29/04
VistaMark^sm“4”	IIC-PEIA-603-10-4	04/27/04
VistaMark^sm“8”	IIC-PEIA-603-10-8	04/27/04
PremierMark^sm	IIC-PEIA-1204-0	07/01/05

*Including all State required variations of the above referenced products/policy form numbers.

** The “Effective Date” is the first date that LMG will accept applications.

Add to APPENDIX B, “Commission and Marketing Allowance Fees,” as attached hereto.

{Remainder of page intentionally left blank.}

*Confidential information omitted and filed separately with the SEC.

APPENDIX C, Schedule of Authorized Personnel, “Representing LMG,” is hereby deleted in its entirety and the following is replaced in its stead:

“Representing Legacy Marketing Group

Lynda L. Regan, Chief Executive Officer

R. Preston Pitts, President

Ata Azarshahi, Chief Actuarial Officer

Chris Eaken, Vice President of Compliance and Quality Control/Training”

All other provisions in the Agreement not specifically amended above remain in effect and unchanged.

IN WITNESS WHEREOF, the parties have executed this Agreement.

Legacy Marketing Group

Investors Insurance Corporation

By: /s/ R. Preston Pitts

By: /s/ Yves Corcos

Printed Name: R. Preston Pitts

Printed Name: Yves Corcos

Title: President

Title: Chief Executive Officer

Date: August 31, 2006

Date: May 17, 2006

*Confidential information omitted and filed separately with the SEC.

APPENDIX B TO MARKETING AGREEMENT


*MarkOne^SM Compensation Table*^a
MarkOne^SM Series Product Name	Effective Dates^b	(a) Base Commission Ages -		(b) Mkt. Allow.	(c) LMG Trail Com. (aka Administrative Trail Fee or Fund One fee)
		Year 1	Year 2+
MarkOne^SM“0”	06/05/02	**	*	*	*%
	12/01/02	*	*	*	*%
	02/01/03	*	*	*	*%
	03/24/03	*	*	*	*%
	07/07/03	*	*	*	*%
	09/15/03	*	*	*	*%
	11/01/03	*	*	*	*%
	02/02/04	*	*	*	*%
	04/05/04	*	*	*	*%
	05/01/04	*	*	*	*%
	06/01/04	*	*	*	*%
	09/01/04	*	*	*	*%
	11/01/04	*	*	*	*%
	03/01/05	*	*	*	*%
	04/01/05	*	*	*	*%
	05/01/05	*	*	*	*%
	06/01/05	*	*	*	*%
	09/01/05	*	*	*	*%
	11/01/05	*	*	*	*%
		Year 1	Year 2+
MarkOne^SM“4”	06/05/02	*	*	*	*%
	12/01/02	*	*	^*	*%
	02/01/03	*	*	^*	*%
	03/24/03	*	*	^*	*%
	07/07/03	*	*	^*	*%
	09/01/03 to 09/30/03	*	*	^*	*%
	09/15/03	*	*	*	*%
	10/01/03	*	*	*	*%
	02/02/04	*	*	*	*%
	04/05/04	*	*	^*	*%
	05/01/04	*	*	^*	*%
	06/01/04	*	*	^*	*%
	09/01/04	*	*	^*	*%
	11/01/04	*	*	^*	*%
	03/01/05	*	*	^*	*%
	04/01/05	*	*	^*	*%
	05/01/05	*	*	*	*%
	06/01/05	*	*	*	*%
	09/01/05	*	*	*	*%

*Confidential information omitted and filed separately with the SEC.


	11/01/05	*	*	*	*%
		Year 1	Year 2+
MarkOne^SM“8”	06/05/02	*	*	*	.*%
	12/01/02	*	*	^*	*%
	02/01/03	*	*	^*	*%
	03/24/03	*	*	^*	*%
	07/07/03	*	*	^*	*%
	10/01/03	*	*	^*	*%
	02/02/04	*	*	^*	*%
	04/05/04	*	*	^*	*%
	05/01/04	*	*	^*	*%
	06/01/04	*	*	^*	*%
	09/01/04	*	*	^*	*%
	11/01/04	*	*	*	*%
	03/01/05	*	*	^c ^d	*%
	04/01/05	*	*	*	*%
	05/01/05	*	*	^c ^d	*%
	06/01/05	*	*	^c ^d	*%
	09/01/05	*	*	^c ^d	*%
	11/01/05	*	*	^c ^d	*%
MarkOne^SM“SE”		Base Commission
		Ages -	Ages -
	09/19/05	*	*	*	*%
	11/01/05	*	*	*	*%
	12/01/05	*	*	*	*%

^a As of 10/11/04, the maximum issue age is reduced from * to *

^b The “Effective Date” is the first date that LMG will accept applications

^c All strategies except Guaranteed One-Year Strategy

^d Guaranteed One-Year Strategy

GENERAL COMPENSATION RULES FOR MARKONE TABLE

Base Commission (Column (a) above):

IIC will pay LMG on the last business day of the week base commissions for all premiums received in cash by LMG during that week, i.e., the prior Friday through Thursday, in the specified percentages indicated in Column (a) above. Such commissions will be paid by IIC to LMG by IIC authorizing LMG to write a check to itself against the IIC Disbursement account for the total weekly commission amount. Additional premium payments in contract years 2*+ will be in the percentages indicated above.

*Confidential information omitted and filed separately with the SEC.

For issue ages *+, age mandated trail commission is paid monthly beginning in the * (*⁾ contract month; or in the * (*⁾ contribution month for additional deposits. The elective trail commission is paid beginning in the * (*) contract month. The trail commission continues to be paid until death of the owner, surrender of the policy or election of a settlement option. The base commission is reduced as mandated by age or elected as a trail as follows:

Commission Reduction and Trail

Age Mandated Commission

Ages*-*

06/05/02 to 02/01/04

Upfront:

Year 1: *% of Year 1 Base Commission rate

Year 2+: *% of Year 2 Base Commission rate

Trail:

Year 1: *% of Year 1 Base Commission rate

Year 2+: *% of Year 2 Base Commission rate

02/02/04 to 04/04/04

Upfront:

Year 1: *% of Year 1 Base Commission rate

Year 2+: *% of Year 2 Base Commission rate

Trail:

none

After 04/05/04

Upfront:

Year 1: *% of Year 1 Base Commission rate

Year 2+: *% of Year 2 Base Commission rate

Trail:

none

Elective Trail Commission

*% of Base Commission paid in trail. Base Commission is reduced by *%

Marketing Allowance (Column (b) above):

IIC will pay to LMG a Marketing Allowance for all premiums received by LMG in the specified percentages indicated in Column (b) above. LMG will bill IIC weekly and IIC will pay LMG such Marketing Allowance by wire transfer within * (*) business days of receipt of such documentation.

LMG Trail Commission (Column (c) above):

IIC will pay LMG an annual rate, paid monthly, of the percentage specified in column (c) of the total Annuity Cash Value of the policies sold under this Agreement. For the purpose of the foregoing, Annuity Cash Value is the contract's Cash Value, which reflects any applicable reductions, loans and withdrawals. The commission is based on the total month end Annuity Cash Value and will be paid within * (*) business days of month end by IIC via wire transfer to an LMG bank account.

*Confidential information omitted and filed separately with the SEC.


*SummitMark Compensation Table*^a
SummitMark Series Product Name	Effective Dates^b	(a) Base Commission *Ages 0-0**		(b) Mkt. Allow	(c) Override				(d) LMG Trail Comm.


		Year 1	Year 2+		Ages -	Ages -	Ages -	Ages -
SummitMark^sm Extra 0	03/15/04	*	*	*	*	0	*	*	*%
	04/05/04	*	*	*	*	*	*	*	*%
	05/01/04	*	*	**	*	*	*	*	*%
	06/01/04	*	*	**	*	*	*	*	*%
	09/01/04	*	*	*	*	*	*	*	*%
	01/01/05	*	*	^c --^d *^e	*	*	*	*	*%
	04/01/05	*	*	^c ^d *^e	*	*	*	*	*%
	09/01/05	*	*	^c ^d *^e	*	*	*	*	*%
	11/01/05	*	*	^c ^d *^e	*	*	*	*	*%
SummitMark^smExtra 4	03/15/04	*	*	*	*	*	*	*	*%
	04/05/04	*	*	*	*	*	*	*	*%
	05/01/04	*	*	*	*	*	*	*	*%
	06/01/04	*	*	*	*	*	*	*	*%
	09/01/04	*	*	*	*	*	*	*	*%
	01/01/05	*	*	^c^d *^e	*	*	*	*	*%
	04/01/05	*	*	^c^d *^e	*	*	*	*	*%
	09/01/05/	*	*	^c ^d *^e	*	*	*	*	*%
	11/01/05	*	*	^c ^d *^e	*	*	*	*	*%
SummitMark^smExtra *	03/15/04	*	*	*	*	*	*	*	*%
	04/05/04	*	*	*	*	*	*	*	*%
	05/01/04	*	*	*	*	*	*	*	*%
	06/01/04	*	*	*	*	*	*	*	*%
	09/01/04	*	*	*	*	*	*	*	*%
	01/01/05	*	*	^c ^d *^e	*	*	*	*	*%
	04/01/05	*	*	^c^d *^e	*	*	*	*	*%
	09/01/05	*	*	^c ^d *^e	*	*	*	*	*%
	11/01/05	*	*	^c ^d *^e	*	*	*	*	*%

^a As of 10/11/04, the maximum issue age is reduced to *

^b The “Effective Date” is the first date that LMG will accept applications

^c All strategies except the S&P 500 Monthly Cap Strategies and the NASDAQ –*0 Monthly Cap Strategies

^d S&P 500 Monthly Cap Strategies

^e NASDAQ –*0 Monthly Cap Strategies

*Confidential information omitted and filed separately with the SEC.

GENERAL COMPENSATION RULES FOR SUMMITMARK TABLE

Base Commission (Column (a) above):

For issue ages *-*, the reduced upfront commission and the age mandated trail commission is paid monthly beginning in the * (*⁾ contract month. The elective trail commission is paid beginning in the * (*) contract month. The trail commission continues to be paid until death of the owner, surrender of the policy or election of a settlement option. The base commission is reduced as mandated by age or elected as a trail as follows:

Age Mandated Commission

Ages *-*

Upfront:

Year 1: *% of Year 1 Base Commission rate

Year 2+: *% of Year 2 Base Commission rate

Trail:

none

Elective Trail Commission

*% of Base Commission paid in trail. Base Commission is reduced by *%

Marketing Allowance (Column (b) above):

IIC will pay to LMG a Marketing Allowance for all premiums received by LMG in the specified percentages indicated in Column (b) above. LMG will bill IIC weekly and IIC will pay LMG such Marketing Allowance by wire transfer within *(*) business days of receipt of such documentation.

Override Commission (Column (c) above):

IIC will pay to LMG an override commission (on the last business day of the week) for all premiums received by LMG during that week, in the specified percentages indicated in Column (c) above.

LMG Trail Commission (Column (d) above):

IIC will pay LMG an annual rate, paid monthly, as specified in column (d) above, of the total Annuity Cash Value of the policies sold under this Agreement. For the purpose of the foregoing, Annuity Cash Value is the contract's Cash Value, which reflects any applicable reductions, loans and withdrawals. The commission is based on the total month end Annuity Cash Value and will be paid within * (*) business days of month end by IIC via wire transfer to an LMG bank account.

VistaMark^SM Compensation Table^a


VistaMark Series Product Name	Effective Dates^b	(a) Base Commission Ages -	(b) Marketing Allowance	(c) LMG Trail Com. (aka Administrative Trail Fee or Fund One fee)
VistaMark^sm“0”	04/27/04	*	*	*%
	06/01/04	*	*	*%
	09/01/04	*	*	*%
	11/01/04	*	*	*%
	02/01/05	*	*	*%
	04/01/05	*	*	*%
	06/01/05	*	*	*%
	11/01/05	*		*%
VistaMark^sm“4”	04/29/04	*	*	*%
	06/01/04	*	*	*%
	09/01/04	*	*	*%

*Confidential information omitted and filed separately with the SEC.


	11/01/04	*	*	*%
	02/01/05	*	*	*%
	04/01/05	*	*	*%
	06/01/05	*	*	*%
	11/01/05*	*	*	*%
VistaMark^sm“”*	04/29/04	*	*	*%
	06/01/04	*	*	*%
	09/01/04	*	*	*%
	11/01/04	*	*	*%
	02/01/05	*	*	*%
	04/01/05	*	*	*%
	06/01/05	*^c	*	*%
	11/01/05	*^c	*	*%

^a As of 10/11/04, the maximum issue age is reduced to *

^b The “Effective Date” is the first date that LMG will accept applications

^cLMG will retroactively invoice IIC for the additional percent for the period of 04/01/2005 to 06/01/2005, notwithstanding the fact that LMG’s system was not modified to reflect this increase until 06/01/2005.

GENERAL COMPENSATION RULES FOR VISTAMARK TABLE

Base Commission (Column (a) above):

The reduced upfront commission and the age mandated trail commission is paid monthly beginning in the * contract month. The elective trail commission is paid beginning in the * contract month. The trail commission continues to be paid until death of the owner, surrender of the policy or election of a settlement option. The base commission is reduced as mandated by age or elected as a trail as follows:

Age Mandated Commission

Ages*-*:

Year 1:

Base Commission rate

Year 2+:

*% of Year 2 Base Commission rate

Trail:

none

Ages *-*:

Year 1:

*% of Year 1 Base Commission rate

Year 2+:

*% of Year 1 Commission for this age band

Trail:

none

Ages *-**:

Year 1:

*% of Year 1 Base Commission rate

Year 2+:

*% of Year 1 Commission for this age band

Trail:

none

Elective Trail Commission

*% of Base Commission paid in trail. Base Commission is reduced by *%.

*Confidential information omitted and filed separately with the SEC.

Marketing Allowance (Column (b) above):

IIC will pay to LMG a Marketing Allowance for all premiums received by LMG in the specified percentages indicated in Column (b) above. LMG will bill IIC weekly and IIC will pay LMG such Marketing Allowance by wire transfer within (*) business days of receipt of such documentation.

LMG Trail Commission (Column (c) above):

IIC will pay LMG an annual rate, paid monthly, as specified in column (c) above, of the total Annuity Cash Value of the policies sold under this Agreement. For the purpose of the foregoing, Annuity Cash Value is the contract's Cash Value, which reflects any applicable reductions, loans and withdrawals. The commission is based on the total month end Annuity Cash Value and will be paid within * (*) business days of month end by IIC via wire transfer to an LMG bank account.

PremierMark^SM Compensation Table


PremierMark Series Product Name	Effective Dates^a	(a) Base Commission Ages -	(b) Base Commission Ages -	(c) Marketing Allowance
PremierMark^sm“0”	07/01/05	*	*	*
	09/01/05	*	*	^b ^c
	1101/05	*	*	^b ^c
	12/01/05	*	*	^b ^c
	03/01/06	*	*	^b-1 ^b-2 ^b-3 ^c
	07/01/06	*	*	^b-4 ^b-5 ^b- *^c

^a The “Effective Date” is the first date that LMG will accept applications

^bGuaranteed One-Year and Equity Strategies, except Monthly Cap

^b-1Guaranteed One-Year and Equity Strategies if premium production for 03/01/06 through 05/31/06 is below $*

^b-2Guaranteed One-Year and Equity Strategies if premium production for 03/01/06 through 05/31/06 is between $* and $ *

^b-3Guaranteed One-Year and Equity Strategies if premium production for 03/01/06 through 05/31/06 is over $^*

^b-4Guaranteed One-Year and Equity Strategies if premium production for 07/01/06 through 09/30/06 is below $*

^b-5Guaranteed One-Year and Equity Strategies if premium production for 07/01/06 through 09/30/06 is between $* and $ *

^b-*Guaranteed One-Year and Equity Strategies if premium production for 07/01/06 through 09/30/0 is over $*

^c Monthly Cap Strategy

*Confidential information omitted and filed separately with the SEC.

GENERAL COMPENSATION RULES FOR VISTAMARK TABLE

Base Commission (Columns (a) and (b) above):

IIC will pay LMG on the last business day of the week base commissions for all premiums received in cash by LMG during that week, i.e., the prior Friday through Thursday, in the specified percentages indicated in Columns (a) & (b) above. Such commissions will be paid by IIC to LMG by IIC authorizing LMG to write a check to itself against the IIC Disbursement account for the total weekly commission amount. Additional premium payments in contract years 2 + will be in the percentages indicated above of the base commission noted.

Age Mandated Commission

- none

Elective Trail Commission

- none

Marketing Allowance (Column (c) above):

IIC will pay to LMG a Marketing Allowance for all premiums received by LMG in the specified percentages indicated in Column (c) above. LMG will bill IIC weekly and IIC will pay LMG such Marketing Allowance by wire transfer within *(*) business days of receipt of such documentation.

*Confidential information omitted and filed separately with the SEC.

EX-10 3 p20678ex10o2.htm EXHIBIT 10(O)2 AMENDMENT No

Exhibit 10(o)(2)

AMENDMENT TWO TO

MARKETING AGREEMENT

THIS SECOND AMENDMENT TO THE MARKETING AGREEMENT, effective as indicated herein, by and between Investors Insurance Corporation (“IIC”), a Delaware corporation, and Legacy Marketing Group (“Legacy”), a California corporation.

WHEREAS, IIC and Legacy entered into a Marketing Agreement, dated June 5, 2002, (“Agreement”), as amended, wherein Legacy agreed to provide specified services relating to the marketing of certain insurance policies issued by IIC.

WHEREAS, IIC and Legacy desire to amend to the Agreement as follows;

NOW THEREFORE, in consideration of the foregoing recitals and mutual promises hereinafter contained and other good and valuable consideration, Legacy and IIC mutually agree to the following:

Add to APPENDIX A, “Contract (Policy) Forms and Riders,” as follows:


PRODUCT NAME	POLICY FORM NUMBERS	EFFECTIVE DATES
PremierMark^smPlus	IIC-PEIA-0706-B	09/01/06

Add to APPENDIX B, “Commission and Marketing Allowance Fees,” as follows:

“PremierMark^sm Compensation Table


PremierMark Series Product Name	Effective Dates^a	(a) Base Commission Ages -	(b) Base Commission Ages -	(c) Marketing Allowance^e
PremierMark^sm“0”
	06/01/07	*	*	*^c

^c Monthly Cap Strategy

^dAdditional premiums accepted before older owner attains age *

^eThe Marketing Allowance rate paid will be based upon the rate in effect on the day the Premium Payment is received

PremierMark^SM Plus Compensation Table


PremierMark Plus Series Product Name	Effective Dates^a	(a) *Base Commission Ages -^e*	(b) Marketing Allowance^f
PremierMark^smPlus	09/01/06	*	^b ^c
	10/01/06	*	^b ^c *^d

^a The “Effective Date” is the first date that LMG will accept applications

^bNasdaq Monthly Cap Strategy

^c S&P Monthly Cap Strategy

^d All other strategies, except Monthly Cap Strategies

^eAdditional premiums accepted before older owner attains age *

^fThe Marketing Allowance rate paid will be based upon the rate in effect on the day the Premium Payment is received

*Confidential information omitted and filed separately with the SEC.

GENERAL COMPENSATION RULES FOR PREMIERMARK^SM PLUS TABLE

Base Commission (Column (a) above):

IIC will pay Legacy on the last business day of the week base commissions for all premiums received in cash by Legacy during that week, i.e., the prior Friday through Thursday, in the specified percentages indicated in Column (a) above. Such commissions will be paid by IIC to Legacy by IIC authorizing Legacy to write a check to itself against the IIC Disbursement account for the total weekly commission amount. Additional premium payments in contract years * + will be in the percentages indicated above of the base commission noted.

Marketing Allowance (Column (b) above):

IIC will pay to Legacy a Marketing Allowance for all premiums received by Legacy in the specified percentages indicated in Column (b) above. Legacy will bill IIC weekly and IIC will pay Legacy such Marketing Allowance by wire transfer within * (*) business days of receipt of such documentation.”

All other provisions in the Agreement not specifically amended above remain in effect and unchanged.

IN WITNESS WHEREOF, the parties have executed this Agreement.

Legacy Marketing Group

Investors Insurance Corporation

By: /s/ Chris Eaken

By: /s/ Susan F. Powel

Printed Name: Chris Eaken

Printed Name: Susan F. Powel

Title: Vice President of Compliance

Title: Executive Vice President

Date: August 8, 2007

Date: September 5, 2007

*Confidential information omitted and filed separately with the SEC.

EX-10 4 p20678ex10p2.htm EXHIBIT 10(P)2 _

Exhibit 10(p)(2)

AMENDMENT TWO TO MARKETING AGREEMENT

This document is Amendment Two to the Marketing Agreement made and entered into effective November 15, 2002, and amended by Amendment One to Marketing Agreement, effective July 1, 2003, (the “Agreement”), by and between American National Insurance Company (“American National”), an insurance company organized under the laws of the state of Texas, and Legacy Marketing Group (“LMG”), a California corporation.

WHEREAS, American National and LMG agree it can be in their mutual interest for Wholesalers of LMG to sell American National products directly for American National and in consideration of the mutual covenants contained herein, the parties agree as follows:

1. LMG shall provide American National with a list of its * and * Wholesalers (LMG Wholesalers), including names and telephone numbers in Appendix A, which will be updated periodically, for American National to contact these Wholesalers to encourage production for American National Insurance Company only. American National acknowledges and agrees that the information in Appendix A is confidential and solely for the use contemplated in this amendment, and does not extend to any affiliates and/or subsidiaries of American National.

2. LMG Wholesalers will be contracted by American National at the NMD level or if agreed, at a lower level under LMG’s contract. LMG associated NMDs that have not met NMD production level within * (*) years after the date of this Amendment, (for those contracted subsequently, * (*) years from the contract date) will be reduced and moved under LMG as a Regional General Agent (“RGA”), and LMG will receive overrides in accordance with the NMD contract.

3. Certain LMG Wholesalers (* and *) contracted with American National as a National Marketing Director (“NMD”) prior to this amendment, will be * as NMDs with American National *. Such wholesalers’ production, in addition to LMG’s production, will count towards LMG’s bonus as referenced in Appendix B.

4. NMD production from LMG and LMG’s Wholesalers will aggregate for LMG’s production bonus, reflected in Appendix B.

5. LMG’s Producers that seek to be directly contracted and appointed with American National will be placed under LMG’s NMD as a General Agent (“GA”).

6. LMG’s Producers that wish to contract through an existing American National non-LMG NMD will be approved in accordance with American National’s transfer rules of selling directly for American National. If the LMG Producer only sells LMG proprietary products they can be dual contracted with the American National NMD immediately.

7. Channel conflict among competing hierarchies will be handled according to the current procedure wherein LMG and American National will work together with the producer and wholesaler, if needed, to resolve the conflict.

8. American National shall provide monthly reports of production and shall pay LMG, no later than *(*) days after each * (*) * period. Further, LMG has the right to audit such production records.

*Confidential information omitted and filed separately with the SEC.

9. American National shall provide to LMG the current NMD commission schedule and will forward in a timely manner any updates or amendments thereto.

10. The term “override” used herein is the amount of compensation that American National will pay LMG based on the production of LMG’s NMD downline hierarchy. The term “bonus” used herein is the amount of additional compensation that American National will pay LMG based on the satisfaction of specified production goals for LMG and LMG Wholesalers combined. The goals for 2006 and 2007 Annuity and Life production are set forth in Appendix B. Goals for future years annuity production will follow the NMD bonus formula except that LMG qualification level will be * the regular NMD program, as clarified in Appendix B.

11. Notwithstanding anything herein to the contrary, the terms set forth in this Amendment shall apply only to products that are not proprietary to LMG.

12. The initial term of the provisions set forth in this Amendment shall be for two and a half (2 1/2) years and automatically renewed for successive terms of one (1) year. After the initial term, American National may terminate its obligations set forth in this Amendment provided that the combined LMG and LMG Wholesaler premium production is less than $* * (life premium is at a multiple of * to * for this calculation) in the preceding calendar year and American National gives LMG * (*) * written notice to cure the premium shortfall.

13. The provisions in this Amendment shall survive any termination of the Marketing Agreement.

Except as specifically amended hereby, all terms and provisions of the Marketing Agreement shall remain in full force and effect.

IN WITNESS HEREOF, the parties hereto have executed this Second Amendment to Marketing Agreement.

Legacy Marketing Group

American National Insurance Company

By: /s/ R. Preston Pitts

By: /s/ David Behrens

Printed Name: R. Preston Pitts, President

Printed Name: David Behrens

Title: President

Title: Executive Vice President, Independent Marketing Group

Date: July 31, 2006

Date: August 3, 2006

*Confidential information omitted and filed separately with the SEC.

Appendix A

*Confidential information omitted and filed separately with the SEC.

Appendix B

LMG Bonus Schedule

All production is based on combined production of LMG and LMG Wholesalers; effective for calendar years 2006 & 2007:

Paid Annuity Production Bonus:

* A tiered bonus level of * basis points upon reaching production of $* (retroactive to $*)

* * basis points from $* to $* (retroactive to $*)

* * basis points for over $* up to * (retroactive to $*)

Paid Life Production Bonus all years:

* – * = *%

Effective for calendar year 2008 and thereafter, the qualifying criteria for the LMG annuity bonus will be tied to the then current NMD bonus qualification program, except LMG must hit *% of the initial NMD premium qualification and the *% is not to exceed $*. Upon hitting said premium, the LMG bonus percentage begins at the NMD bonus, retroactive to *, and grows at * basis points for each $* increment above the NMD premium qualification.

Example: The NMD Annuity Bonus for 2008 is * basis points and the entry level NMD qualification is $* of production. If LMG’s combined amount of bonus production is $*, then the bonus formula would be as follows:

* No bonus for LMG production up to $*

* A bonus of * basis points upon reaching production of $* (retroactive to $*)

* * basis points from $* to $* (retroactive to $*)

* * basis points for over $* up to $* (retroactive to $*)

Effective for calendar year 2008 and thereafter, the qualifying criteria for the LMG Life Bonus will be tied to the then current NMD bonus qualification program, except LMG must hit $* to qualify. Upon hitting $*, the LMG bonus percentage begins at * of the NMD bonus at the $*level, retroactive to first dollar and grows at *% for each $* of production, above the $* premium qualification, to a maximum of * of the highest bonus percentage.

Example: The NMD life bonus for 2008 is *% at $* in qualifying life production. If LMG’s combined qualifying production is $*, the bonus would be *%, if the production is $*, then the bonus percentage is *%.

Acknowledgement of understanding.

/i/RPP

/i/DB

LMG

ANICO

*Confidential information omitted and filed separately with the SEC.

EX-10 5 p20678ex10p3.htm EXHIBIT 10(P)3 _

Exhibit 10(p)(3)

AMENDMENT THREE TO MARKETING AGREEMENT

THIS AMENDMENT TO THE MARKETING AGREEMENT, effective January 1, 2007, by and between American National Insurance Company (“American National”), an insurance company organized under the laws of the state of Texas, and Legacy Marketing Group (“LMG”), a California corporation.

WHEREAS, American National and LMG entered into a Marketing Agreement, dated November 15, 2002, as amended, (“Agreement”), wherein LMG agreed to provide specified services relating to the marketing of certain insurance policies issued by American National;

Appendix A to Amendment Two to Marketing Agreement, that contains the list of * and * Wholesalers (LMG Wholesalers) is hereby revised in its entirely and the attached Appendix A is replaced in its stead. Appendix A will be updated when mutually agreed to American National and LMG.

Appendix B to Amendment Two to Marketing Agreement, that details the LMG Bonus Schedule, shall exclude the following types of American National annuity products when calculating the bonus:

Single Premium Immediate Annuity (SPIA) {However, single or flexible premium deferred annuities are not excluded from the bonus calculation.}

Multi Year Guarantee Annuity

Sales involving the administration or funding of Pension Plans for the small business market (plans offered to employer groups: are 401(k) Plans, Defined Benefit Plans, including 412(i) Plans, and Comparability Profit Sharing Plans) sold through American National. This does not include individual sales where the owner of an individual annuity may be a pension plan and American National is not involved in the administration of such Pension Plan.

Notwithstanding the fact that the types of products described above in Section 2 are excluded for purposes of calculating the bonus, the sales associated with implementing 412(i) products above in Section 2 are specifically included if they are from the production of LMG’s NMD downline hierarchy and

*Confidential information omitted and filed separately with the SEC.

Page 1 of 2

specifically included for purposes of calculating the bonus set forth in Appendix B of Amendment Two.

Except as specifically amended hereby, all terms and provisions of the Marketing Agreement shall remain in full force and effect.

IN WITNESS HEREOF, the parties hereto have executed this Third Amendment to Marketing Agreement.

Legacy Marketing Group

American National Insurance Company

By: /s/ R. Preston Pitts

By: /s/ David Behrens

Printed Name: R. Preston Pitts, President

Printed Name: David Behrens

Title: President

Title: Executive Vice President, Independent Marketing Group

Date: February 1, 2007

*Confidential information omitted and filed separately with the SEC.

Page 2 of 2

EX-10 6 p20678ex10p4.htm EXHIBIT 10(P)4 _

Exhibit 10(p)(4)

AMENDMENT FOUR TO MARKETING AGREEMENT

THIS FOURTH AMENDMENT TO THE MARKETING AGREEMENT, effective as indicated herein, by and between American National Insurance Company (“American National”), an insurance company organized under the laws of the state of Texas, and Legacy Marketing Group (“LMG”), a California corporation.

WHEREAS, American National and Legacy desire to amend to 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:

“American National acknowledges that LMG receives an asset-based trail commissions on the policies marketed by LMG, pursuant to either its marketing and administrative agreements between the parties. Effective November 15, 2007, LMG hereby assigns, with American National’s consent, all American National asset-based trail commissions to Legacy TM, LP. LMG agrees that American National’s payment of such asset-based trail commissions to Legacy TM, LP satisfies American National’s obligations to LMG with respect to such asset-based trail commissions. American National shall pay such asset-based trail commissions to Legacy TM, LP as long as each such policy generating such asset-based trail commissions remains in force.”

All other provisions in the Agreement not specifically amended above remain in effect and unchanged.

IN WITNESS HEREOF, the parties hereto have executed this Amendment.

Legacy Marketing Group

American National Insurance Company

By: /s/ R. Preston Pitts

By: /s/ David Behrens

Printed Name: R. Preston Pitts, President

Printed Name: David Behrens

Title: President

Title: Executive Vice President

Date: October 31, 2007

Date: November 8, 2007

Page 1 of 1

EX-10 7 p20678ex10q.htm EXHIBIT 10(Q) Americom LMG Mrkting agmt

Exhibit 10(q)

MARKETING AGREEMENT

This Marketing Agreement is made and entered into and effective as of the Effective Date (the “Agreement”), by and between the parties as follows:

Americom Life & Annuity Insurance Company (“Americom”), a Texas corporation, and Legacy Marketing Group (“LMG”), a California corporation, are entering into this Agreement based on the following facts:

The objective of this Agreement is to provide an arrangement pursuant to which LMG will sell an Equity Indexed Annuity product identified as Legacy EIA 0001 (the “Annuity”) and to establish a structure for LMG to sell certain other annuity products that the parties may from time to time agree. The Annuity is described in APPENDIX A, which may be modified from time to time by mutual agreement as the parties agree to include other products. The Annuity and such other products of Americom are hereinafter referred to as “Products”.

LMG is engaged in the business of marketing insurance products nationally and has developed a significant marketing operation and third party distribution network, identified as Wholesalers and Producers.

Americom and LMG are entering into a separate agreement for the provision by LMG of certain insurance processing and information technology services with respect to the Products (the “TPA Agreement”).

Americom desires to have LMG utilize its marketing operation and third party distribution network for the solicitation of the Products in the Territory and LMG desires to perform such services, all on the terms and conditions as set forth herein.

Based on the foregoing facts, LMG and Americom (“the parties”) agree as follows:

CERTAIN DEFINITIONS

1.1.

“Affiliate” shall mean, with respect to any entity, any other entity Controlling, Controlled by or under common Control with such entity.

1.2.

“Control” and its derivatives shall mean with regard to any entity the right or power to dictate the management of and otherwise control such entity by any of the following: (a) holding directly or indirectly the majority of the issued share capital or stock (or other ownership interest if not a corporation) of such entity ordinarily having voting rights; (b) controlling the majority of the voting rights in such entity; or (c) having the right to appoint or remove directors holding a majority of the voting rights at meetings of the board of directors of such entity.

1.3.

“Contract” shall mean the instrument under which a Policy is issued to an applicant.

*Confidential information omitted and filed separately with the SEC.

1.4.

“Effective Date” shall mean 1 June, 2004.

1.5.

“Excused Failure” shall mean a failure by LMG to achieve the Minimum Premium Volume for a Measurement Period to the extent caused by the undercapitalization of Americom or Americom’s A.M. Best rating falling below A-.

1.6.

“Guidelines” shall mean LMG’s policies, procedures and requirements relating to such topics as: background checks of Producers and Wholesalers, the circumstances under which LMG is to terminate the appointment of Wholesalers and Producers, limits on appointment fees; requirements for investigations and the obligations of the Wholesalers and Producers with respect to such investigations. Certain of the Guidelines as of the Effective Date are attached hereto as APPENDIX B. LMG may only change the Guidelines upon Americom’s prior review and written approval.

1.7.

“Initial Term” shall have the meaning given in Section 2.

1.8.

“Limitation Period” shall mean the period commencing on the Effective Date and ending on the date that is * (*) years after the last day of the Initial Term; provided, however, that: (i) if the Agreement is terminated by Americom for cause, the Limitation Period shall end on the effective date of termination; (ii) if the Agreement otherwise remains in force as of the first anniversary of the Effective Date, the Limitation Period shall end on the date that is * * after the last day of the Initial Term; (iii) and if the Agreement is renewed under Section 2, the Limitation Period shall end on the date that is * (*) * after the last day of the Initial Term.

1.9.

“Marketing Plan” shall have the meaning given in Section 5.5.

1.10.

“Measurement Period” shall mean the period commencing on each calendar year after 2004. The final Measurement Period shall commence on January 1 and end on the effective date of termination or expiration of this Agreement.

1.11.

“Minimum Premium Volume” with respect to a Measurement Period shall mean the amount set forth in Appendix C.

1.12.

“Officer” shall mean LMG’s Chief Executive Officer, President, Chief Financial Officer, Chief Information Officer, Chief Operating Officer, Vice President of Marketing and Vice President of Distribution.

1.13.

“Producer” shall mean a duly licensed and appointed independent insurance agent who is predominantly responsible for soliciting Contracts under this Agreement.

1.14.

“Term” shall mean the Initial Term, as it may be extended under Section 2 or terminated earlier under Section 11.3.

1.15.

“Terms and Conditions” shall mean shall mean Sections 1 through 15 of this document.

1.16.

“Territory” shall mean the geographic territory specified in APPENDIX A.

*Confidential information omitted and filed separately with the SEC.

1.17.

“Third Party” shall mean an entity other than Americom and its Affiliates or LMG and its Affiliates.

1.18.

“Wholesaler” shall mean a duly licensed and appointed independent insurance agent or agency that is predominately responsible for recruiting, training, supervising and monitoring Producers under this Agreement.

1.19.

“Wholesaler and Producer Agreement” shall mean the agreement between LMG on the one hand and a Wholesaler or Producer on the other hand, under which the Wholesaler or Producer is to be appointed to solicit applications for Contracts.

Captialized terms that are not defined in the Agreement shall have the meaning given them in the insurance industry.

TERM

Subject to termination as provided in Section 11.3 of this Agreement, this Agreement shall have an initial term of two (2) years (the “Initial Term”). After the Initial Term, this Agreement will automatically renew for successive one-year periods unless terminated by either party with twelve (12) months’ advance written notice.

DESIGNATION OF LMG AND SCOPE OF LMG’S AUTHORITY WITH RESPECT TO WHOLESALERS AND PRODUCERS

3.1.

Americom designates LMG to recruit and, subject to Americom approval which it may give or withhold in its sole discretion, appoint Wholesalers and Producers for the solicitation of the Contracts in the Territory. LMG shall not appoint a Wholesaler or Producer without first performing an investigation of the background of the Wholesaler or Producer in accordance with the Guidelines. LMG shall not appoint as a Wholesaler or Producer any person or entity that does not meet the Guidelines without Americom’s consent, which can be withheld in its sole discretion.

3.2.

Americom designates LMG to directly solicit through LMG’s Wholesalers and Producers applications by individuals for the Contracts.

3.3.

The parties understand and agree that LMG is an independent contractor, and nothing herein shall be construed to create the relationship of employer or employee between Americom and LMG or between Americom and any officer, employee, Wholesaler, Producer, or other person associated with LMG. LMG is solely responsible for payment of: (1) all income, disability, withholding, and other employment taxes; and (2) all medical benefit premiums, severance, retention pay, vacation pay, sick pay, or other fringe benefits for any of its officers, employees, agents, or contractors.

3.4.

All Wholesalers and Producers who have been recruited and are appointed to sell the Contracts shall be identified by Americom as Wholesalers and Producers of LMG. LMG will terminate its appointment of a Wholesaler or Producer, prohibit one or more Wholesalers from recruiting, training, supervising and monitoring Producers, and prohibit

*Confidential information omitted and filed separately with the SEC.

Wholesalers and Producers from selling or otherwise dealing with the Contracts, at Americom's reasonable direction or for any reason otherwise set forth in the Guidelines.

3.5.

LMG shall not appoint any Wholesaler or Producer unless the Wholesaler or Producer maintains adequate insurance including a minimum of $1 million of errors and omissions coverage. LMG shall provide Americom with a copy of the insurance certificates for such coverage upon request.

3.6.

LMG will be the prime contractor for the services to be provided hereunder and shall be Americom’s single point of contact for such services.

3.7.

LMG will not:

3.7.1.

Incur any indebtedness, obligation or liability on behalf of Americom;

3.7.2.

Make, alter, modify, endorse or discharge any contract including any Contract except to the extent expressly authorized under the TPA Agreement;

3.7.3.

Quote any rates except as authorized by Americom;

3.7.4.

Extend the time of payment of any premium;

3.7.5.

Extend credit for the purpose of purchasing insurance with Americom;

3.7.6.

Approve any application for insurance other than the Products;

3.7.7.

Acknowledge or represent the existence of any insurance with Americom for policies that are not in force;

3.7.8.

Adjust or settle a claim or make any representation or state any opinion regarding the validity or payment of a claim except to the extent expressly authorized under the TPA Agreement;

3.7.9.

Assign this Agreement or any right hereunder including any right to compensation without the prior written consent of Americom, which can be withheld in its sole discretion;

3.7.10.

Solicit applications for the Contracts: (a) in a manner prohibited by, or inconsistent with any law, regulation or rule of any entity having jurisdiction as such laws, regulations and rules change from time to time; (b) in a manner prohibited by, or inconsistent with LMG’s Market Conduct Guide as it may be changed from time to time under Section 6.5, or any other rules and regulations that Americom may from time to time reasonably promulgate; (c) in a manner prohibited by, or inconsistent with the terms and conditions of this Agreement; and (d) in a manner otherwise inconsistent with ethical standards;

*Confidential information omitted and filed separately with the SEC.

3.7.11.

Initiate, institute, or prosecute any action or proceeding, whether or not brought in the name of Americom, which may in any way involve, affect or relate to Americom, its Affiliates, businesses, or operations, or any Contract or Product. The foregoing shall not be construed as a waiver of any right, at law or in equity, which LMG may have to enter into dispute resolution with Americom under Section 15.12 hereof for the purpose of enforcing its rights under this Agreement;

3.7.12.

Place into use, or distribute to any person, any advertising, sales material, or other document (including, without limitation, illustrations, telephone scripts, and training materials) referring directly or indirectly to Americom the Products or a Contract, or cause, authorize, or permit any person to do so, without Americom’s prior written consent which Americom may give or withhold in its sole discretion. LMG will not use the name of Americom on any business card, letterhead, website, or marquee or in any directory listing, or in any other manner, or cause, authorize or permit any Wholesaler or Producer or other person to do so, without Americom's prior written consent; or

3.7.13.

Offer tax, legal or investment advice regarding any of the Contracts or to customers contemplating the acquisition of a Contract.

3.8.

LMG will use commercially reasonable efforts, employing reasonable and standard industry practices, to collect outstanding debit balances from Wholesalers and Producers. If a debit balance is not collected within * (*) * of the date it arises, LMG shall pay Americom * (*%) of the uncollected portion of any such debit balance.

AGREEMENTS BETWEEN LMG AND THE WHOLESALERS AND PRODUCERS

4.1.

LMG shall include as provisions in each Wholesaler and Producer Agreement the following:

4.1.1.

An obligation of the Wholesalers and Producers to comply with the Guidelines;

4.1.2.

An obligation of the Wholesalers and Producers to comply with the requirements of Sections 3.7, 6.4, 6.5, 6.9 and 7.11;

4.1.3.

A provision prohibiting the Wholesalers and Producers from acknowledging the existence of insurance, including a Contract;

4.1.4.

A provision prohibiting the Wholesalers and Producers from approving any application for insurance, including for a Product;

4.1.5.

An obligation of the Wholesalers and Producers to deliver each Contract to the appropriate policyholder within thirty (30) days of the Wholesaler or Producer’s receipt of such Contract;

4.1.6.

A provision establishing that Americom shall not be responsible for any of the expenses or compensation of such Wholesalers or Producers and that either LMG or the Wholesaler or Producer is responsible for such expenses; and

*Confidential information omitted and filed separately with the SEC.

4.1.7.

An obligation of the Wholesalers and Producers to maintain, and permit Americom to inspect, any and all books, records, accounts, correspondence, or data relating to the business of Americom, and to make extracts/copies of such materials and data.

4.2.

LMG shall include in each Wholesaler and Producer Agreement an obligation to indemnify and hold harmless Americom from any and all liability, costs, and expenses, including reasonable attorneys' fees, that Americom incurs as a result of acts and omissions by Wholesalers and Producers, including a breach of any of the provisions described in Section 4.1. This indemnity shall not be subject to any limitation of liability set forth in the Wholesaler and Producer Agreement.

4.3.

LMG shall include a provision in each Wholesaler and Producer Agreement that expressly identifies authorized carriers as a third party beneficiary of each of the provisions required to be included in such Agreement under Sections 4.1 and 4.2. LMG shall take any other actions as may be required to ensure that Americom will have rights under this Section as a third party beneficiary under the Wholesaler and Producer Agreements.

4.4.

LMG shall maintain copies of each Wholesaler and Producer Agreement that is executed by LMG and provide Americom access to such Agreements upon request for purposes of verifying that LMG has complied with its obligations under Sections 4.1 and 4.2. At the end of each calendar year during the Term, a senior executive of LMG shall certify to Americom that LMG has satisfied its obligations set forth in this Section 4.

4.5.

LMG will use all reasonable efforts to ensure that the Wholesalers and Producers comply with the terms of the Wholesaler and Producer Agreements. Without limiting the generality of the foregoing, LMG shall:

4.5.1.

Promptly notify Americom if a Wholesaler or Producer has breached a Wholesaler or Producer Agreement or LMG believes or reasonably should have believed that such a breach is likely;

4.5.2.

Reasonably and diligently pursue any claims arising from a breach by any Wholesaler or Producer of any of the provisions described in Section 4 and assist Americom pursue any rights it may have as a third party beneficiary under the Wholesaler and Producer Agreements; and

4.5.3.

Maintain all correspondence (including e-mails) between it and the Wholesalers and Producers regarding LMG’s compliance with this Section 4.5 and the Wholesaler’s and Producer’s compliance with the Wholesaler and Producer Agreements. Upon Americom’s request, LMG shall provide Americom and its third party designees access to such correspondence for the purpose of verifying LMG’s compliance with this Section and pursuing Americom’s rights as a third party beneficiary under the Wholesaler and Producer Agreements.

*Confidential information omitted and filed separately with the SEC.

APPOINTMENT OF LMG AS EXCLUSIVE DISTRIBUTOR OF ANNUITIES

5.1.

Subject to Section 5.2, LMG is appointed as the exclusive distributor of Contracts to be solicited under this Agreement in the Territory during the period commencing on the Effective Date and ending on the effective date of termination or expiration.

5.2.

LMG’s appointment as the exclusive distributor of the Contracts under Section 5.1 shall terminate, and automatically be replaced by a non-exclusive appointment, upon LMG’s failure to meet the Minimum Premium Volume during any Measurement Period, unless such failure is an Excused Failure. All premiums received by Americom for the Annuity and any derivatives thereof issued under this Agreement shall be counted towards LMG meeting its obligations under this Section.

5.3.

During the Term, LMG shall develop fixed annuity products exclusively for Americom. Subject to the foregoing, and to the provisions of Sections 8.3 and 13, however, nothing herein shall prevent LMG from developing products for its other customers.

5.4.

The products developed by LMG under Section 5.3 shall be designed to produce for Americom its required internal rate of return, which rate of return will be generally consistent with its required internal rate of return with respect to similar products offered by Americom’s Affiliates. The parties will in good faith negotiate such changes to the Minimum Premium Volumes as are appropriate to reflect the introduction of additional Products and removal of Products; provided, however, that such Minimum Premium Volume will not be below the Minimum Premium Volume required as of the Effective Date. For this purpose, derivatives of the Annuity shall not be treated as an “additional Product”. Americom will consider in good faith the effect of Americom’s offering of products that are competitive to a Product in determining changes to the Minimum Premium Volume.

5.5.

At least thirty (30) days prior to each Measurement Period, LMG shall develop for Americom’s review a “Marketing Plan” for each Measurement Period that sets forth the steps LMG shall take to promote and market the Contracts during such Measurement Period. Each Marketing Plan shall be reasonably designed to promote sales of products during the applicable Measurement Period in excess of the Minimum Premium Volume. LMG shall provide the first Marketing Plan for the first Measurement Period within thirty (30) days after the Effective Date. LMG shall implement the Marketing Plan at its sole cost and expense except as expressly provided otherwise in this Agreement. During a Measurement Period, LMG may amend the applicable Marketing Plan from time to time so long as the Marketing Plan continues to meet the requirements of this Section.

CERTAIN RIGHTS AND OBLIGATIONS OF LMG

6.1.

LMG shall enter into Wholesaler and Producer Agreements with Wholesalers and Producers to solicit applications for the Contracts. LMG shall provide appropriate Product specific training to Wholesalers and Producers. LMG shall invest such resources, take such steps, and perform such tasks as are required for LMG to achieve the Minimum Premium Volumes in each Measurement Period.

*Confidential information omitted and filed separately with the SEC.

6.2.

LMG will itself, and will communicate to and cause each Wholesaler and Producer to, use only forms, applications, advertising (as such term is generally defined by the regulation of the state or other jurisdiction in which Contracts, referenced in APPENDIX A, are solicited), guides, and rules furnished, authorized, or promulgated by Americom. LMG shall not authorize any advertising or sales materials, including sales illustrations or recruiting materials, which reference the Contracts or Americom, until after such advertising or materials, whichever the case may be, have been approved by Americom. LMG will provide such materials with sufficient lead-time to allow appropriate review by Americom. LMG shall provide Americom such assistance as Americom may reasonably request with respect to the filing and maintaining of advertising materials in those states that require that s uch materials be filed.

6.3.

LMG shall have and maintain at all times during the Term the following insurance coverages:

6.3.1.

LMG will also maintain an adequate surety bond(s) as so required in the states in which it is compelled to do so. LMG will file such bond, if so required, with the appropriate agency. The bond shall be executed by a corporate insurer authorized to transact business in the states that mandate the maintenance of such bond.

6.3.2.

Errors and omissions and excess coverage for liability of loss or damage due to an act, error, omission or negligence with a minimum aggregate limit per event of $* or such higher limit as may be required by law or regulation.

6.3.3.

Comprehensive General Liability Insurance, including Products, Completed Operations, Premises Operations Personal and Advertising Injury, Contractual and Broad Form Property Damage liability coverages, on an occurrence basis, with a minimum combined single limit per occurrence of $* and a minimum combined single aggregate limit of $*.

LMG shall provide Americom with a copy of the insurance certificates for such coverages upon request.

6.4.

LMG shall cooperate at all times with Americom in any inquiry or investigation as it may relate to the business of Americom, including any judicial or administrative proceeding. LMG shall, and shall require that its Wholesalers and Producers, promptly notify Americom of the receipt of any complaint or other similar communication relating to the business of Americom.

6.5.

LMG shall at all times during the Term perform its obligations hereunder in compliance with: (i) all present and future laws, rules, regulations and the like of any entity or body having jurisdiction; and (ii) LMG’s Market Conduct Guide to the extent consistent with the foregoing.

6.5.1.

LMG’s Market Conduct Guide, as it may be revised from time to time, shall be at least as rigorous and comprehensive as Americom’s Market Conduct Guide, as it may be revised from time to time.

6.5.2.

LMG acknowledges that it has received a copy of the current version of Americom’s Market Conduct Guide, that it has read such Guide, and that it agrees

*Confidential information omitted and filed separately with the SEC.

to execute and deliver to Americom such further written acknowledgements of the Market Conduct Guide as Americom may reasonably request.

6.5.3.

Americom acknowledges that LMG’s Market Conduct Guide as of the Effective Date is at least as rigorous and comprehensive as Americom’s Market Conduct Guide as of the Effective Date.

6.5.4.

Each party shall promptly provide the other party a copy of any revision to their Market Conduct Guide. No material revision to a party’s Market Conduct Guide shall be effective with respect to performance under this Agreement until the other party approves such revision unless required by law.

6.6.

Without limiting the generality of the foregoing, LMG will maintain reasonable and appropriate procedures to minimize the risk that the Wholesalers and Producers breach any present or future rule or regulation of any entity having jurisdiction or the provisions of the LMG Market Conduct Guide.

6.7.

At all times during the Term, LMG (or the licensed individual who is acting on behalf of LMG in the capacity of an Officer in such states that do not permit the licensing of corporations) shall be: (i) properly licensed, as required, under applicable laws, regulations and rules of any entity having jurisdiction; and (ii) properly appointed with the approval of Americom in each state or other jurisdiction within the Territory before engaging in any activity with respect to the Contracts or any other activity that under the applicable laws, regulations and rules makes such licensing and appointment necessary.

6.7.1.

LMG shall ensure, before appointing a Wholesaler or Producer, that the Wholesaler or Producer is properly licensed, as required, under applicable laws, regulations and rules of any entity having jurisdiction. LMG shall also properly appoint, with the approval of Americom, the Wholesalers and Producers in each state or other jurisdiction within the Territory before authorizing the Wholesaler or Producer to engage in any activity with respect to the Contracts or any other activity that under the applicable laws, regulations and rules makes such appointment necessary. LMG shall comply with the process for appointment set forth in the Guidelines.

6.7.2.

LMG shall not process any applications for Contracts received from a Wholesaler or Producer after the date the Wholesaler’s or Producer’s license has lapsed or after receipt by LMG of notification that the Wholesaler’s or Producer’s license has been suspended or revoked by any entity having jurisdiction.

6.7.3.

Unless otherwise approved by Americom, LMG shall not process any applications for Contracts received from a Wholesaler or Producer until the Wholesaler or Producer has been appointed or after their appointment has been revoked. Americom may give or withhold its approval in its sole discretion.

6.7.4.

Americom shall have no responsibility for any costs of, or associated with, the acquisition or maintenance by Producers and Wholesalers of licenses required under laws, regulations and rules of any entity having jurisdiction.

*Confidential information omitted and filed separately with the SEC.

6.8.

LMG shall appoint Wholesalers and Producers in accordance with the Guidelines.

6.9.

LMG shall maintain accurate and complete books, records, accounts, correspondence or other data relating to the Americom business.

6.10.

LMG shall bear and be fully responsible for all expenses incurred by it in connection with its performance of the services under this Agreement except as otherwise provided under Sections 7.3, 7.5, 7.6, 7.7 and 7.10 of this Agreement.

6.11.

LMG shall designate a single person as the “LMG Account Executive” to be the LMG executive responsible for the Services including Americom’s satisfaction therewith. Among other things, the LMG Account Executive shall: (i) serve as the single point of accountability for LMG for the Services; and (ii) have day-to-day authority for undertaking to ensure Americom’s satisfaction.

6.11.1.

The LMG Account Executive shall have the corporate authority necessary to perform his or her functions, including as necessary to ensure that LMG provides a scale and scope of resources that are sufficient to meet Americom’s requirements under the Agreement.

6.11.2.

The LMG Account Executive shall devote time and effort that is sufficient to provide the Services to Americom so that Americom is reasonably satisfied with the Services.

6.11.3.

Before assigning an individual to be the LMG Account Executive, LMG will notify Americom of the proposed assignment and provide Americom with such information about the individual as may be reasonably requested by Americom.

6.12.

LMG shall consult with Americom in the development of any fixed annuity products under Section 5.3.

CERTAIN RIGHTS AND OBLIGATIONS OF AMERICOM

7.1.

LMG’s successful performance of the services required of it under this Agreement is only dependent on Americom's performance of the functions and tasks set forth in APPENDIX D. Accordingly, Americom agrees to perform the functions and tasks set forth in APPENDIX D. For purposes of clarity, this Section shall not limit Americom’s other responsibilities under the Agreement (including obligations of confidentiality under Section 13) which are not required for LMG to perform the Services.

7.2.

Americom will compensate LMG as set forth in Section 10.

*Confidential information omitted and filed separately with the SEC.

7.3.

Once Americom has filed a Contract in a state or other jurisdiction, Americom may withdraw such Contract from such state or other jurisdiction on reasonable notice to LMG. Americom shall use reasonable efforts to provide LMG at least * days’ notice of any such withdrawal. Further, if Americom withdraws any Product in any state or other jurisdiction that is actively marketed by LMG within * days of the first date LMG began marketing such Product, Americom shall reimburse LMG for all reasonable, actual and direct costs of the marketing materials actually used in such state or other jurisdiction.

7.4.

Americom may at any time rescind a Contract. LMG shall do nothing to limit Americom’s rights in this regard. Any Contract rescinded by Americom will be treated as if it were never accepted.

7.5.

Americom shall have the sole responsibility for filing advertising materials (and any updates thereto) in those states that so require prior to approving their use by LMG. Any costs associated with such filings shall be for Americom’s account.

7.6.

Americom shall file with applicable regulatory authorities the Contract forms with respect to the Contracts, and obtain “opinion letters” on Products. “Contract forms” shall include, but are not limited to, master contract forms, riders, endorsements, certificates, notices, disclosures, or administrative forms. In addition, Americom shall draft any required group trusts. Any filing costs with respect to Contract forms, the costs of obtaining opinion letters and the cost of drafting any required group trusts shall be for Americom’s account.

7.7.

LMG will assist in the drafting, completion and preparation of filing of Contract forms. Such assistance shall be provided at no additional cost to Americom except to the extent (i) Americom authorizes LMG to contract with outside consultants to assist in the Contract form preparation or to expedite the Department of Insurance approval process; or (ii) expressly permitted under the TPA Agreement. In such case, Americom shall reimburse LMG for the reasonable, actual and direct charges of such consultants.

7.8.

Americom shall use commercially reasonable efforts to respond in a timely fashion to LMG’s submission of marketing materials requiring approval by Americom.

7.9.

Appendix E sets forth a list of Americom personnel authorized to provide LMG authorization under the Agreement. Americom shall provide LMG with reasonable and timely written notice of any changes to Appendix E.

7.10.

Americom shall be responsible for payment of all appointment fees, for all Wholesalers and Producers appointed to sell Americom products, including but not limited to initial and renewal appointment fees as well as any termination of appointment fees, to the extent such fees are incurred in accordance with the Guidelines.

7.11.

Americom shall have the right, directly or by use of a third party designated by it, to inspect any and all books, records, accounts, correspondence, or data maintained by LMG under this Agreement and to make extracts/copies of such materials to the extent related to this Agreement for the purpose of:

*Confidential information omitted and filed separately with the SEC.

7.11.1.

verifying the accuracy of LMG’s fees and invoices and the payment of commissions and Pass Through Expenses;

7.11.2.

examining the practices and procedures employed by LMG, Wholesalers and Producers to perform the Services;

7.11.3.

examining general controls and security practices and procedures to the extent relevant to the Services;

7.11.4.

verifying LMG’s compliance with the Guidelines and the terms of this Agreement;

7.11.5.

satisfying the requirements of any legislative, judicial, regulatory or other governmental authority having jurisdiction; and

7.11.6.

any other audits reasonably required by Americom and related to this Agreement.

7.12.

LMG shall provide the auditors under Section 7.11 any assistance they may reasonably require.

7.13.

Americom shall require its internal and external auditors to conduct audits in such a fashion so as to not unreasonably interfere with LMG’s normal course of business, and to agree to confidentiality provisions equivalent to those set forth in Section 13. LMG shall provide reasonable access during normal business hours to any location from which LMG conducts its business and provides services to Americom pursuant to this Agreement to auditors designated in writing by Americom for the purpose of performing audits for Americom. Americom shall give thirty (30) days written notice for any normal and customary audits under Section 7.11 other than security audits or audits where there is a good faith suspicion of fraud. An agenda including the matters that it will audit (other than in the case of security audits, audits where there is a good faith suspicion of fraud, or audits by state or federal government entities) shall be provided at least twenty-one (21) days in advance. LMG shall provide the auditors any assistance they may reasonably require. Americom will notify LMG of any state or federal government audit of Americom that will require audits of LMG facilities or personnel as promptly as is reasonably possible after receiving notice of such audit from the applicable state or federal agency to the extent permitted by such agency and provide LMG an agenda of the audit by the state or federal agency as promptly as reasonably possible to the extent the state or federal agency provides Americom such an agenda.

7.14.

At the end of each calendar year, Americom will determine its capitalization limits to support the sale of the Contracts and notify LMG of such limits as promptly as possible under the circumstances.

7.15.

Americom shall provide LMG such assistance as LMG may reasonably require with respect to the development of fixed annuity Products under Section 5.3.

7.16.

Americom shall designate a single person as the “Americom Contract Manager” to be the individual who serves as LMG’s single point of contact for Americom with respect to Americom’s performance of its obligations under this Agreement.

*Confidential information omitted and filed separately with the SEC.

LIMITATION ON AMERICOM RIGHT TO INTRODUCE THE EIA PRODUCT

8.1.

Prior to agreeing to market a Product under this Agreement, LMG will (i) develop a description of any features of the Product that are unique and provide the parties with a competitive advantage over similar products (a “Proprietary Product Design Schedule”); and (ii) obtain Americom’s approval of such Schedule. The Proprietary Product Design Schedule approved by Americom with respect to the Annuity is set forth in APPENDIX F.

8.2.

Subject to Section 8.3, during the Limitation Period neither party or their Affiliates will market a product in the Territory that is identical to the Products sold under the Contracts. A Product shall be “identical to the Products sold under the Contracts” only if it contains all the features set forth in a Proprietary Product Design Schedule.

8.3.

Either party shall be free to market any Product, even if such product contains all of the features set forth in a Proprietary Product Design Schedule, upon the expiration of the nine (9) month period commencing on the date Americom first issues the product that has the features described in the Proprietary Product Design Schedule.

8.4.

There shall be no restrictions on the right of a party or its Affiliates to develop and market products except as set forth in this Section 8 and Section 13.

CHANGES TO CONTRACTS

Americom shall provide LMG with reasonable written notice of any intent to make significant changes or modifications to any Contract or Contract form for the Annuity and any other Product offered under this Agreement. Americom shall use reasonable efforts to provide LMG at least * (*) days’ notice of such changes or modifications and * (*) days’ notice for changes to the commission structure for Producers and Wholesalers. Although Americom will consider in good faith any changes suggested by LMG, Americom shall retain sole discretion to change or not change the Contract forms.

10.

COMMISSIONS AND FEES AND TIMING OF PAYMENT AND FEES

10.1.

Americom shall pay LMG, as full compensation for the services provided under this Agreement, the commissions set forth in APPENDIX G, for each Contract written and effected with Americom that are accepted by Americom and for which the premiums are actually collected and paid to Americom, even if this Agreement is terminated or expires.

10.2.

Americom shall pay LMG commissions and fees on a weekly basis.

10.3.

No commissions will be paid in advance. LMG warrants that it will pay to Wholesalers and Producers any commissions/compensation due them with respect to the Contracts during the Term and thereafter. This obligation shall survive termination or expiration of the Agreement. It is specifically acknowledged and agreed that Americom shall have no obligation with respect to commissions other than to pay LMG the commissions set forth in APPENDIX G, as they may be changed from time to time under Section 10.4.

*Confidential information omitted and filed separately with the SEC.

10.4.

The commissions specified in APPENDIX G shall be modified whenever necessary to conform to the legal requirements of any state or as otherwise requested by Americom upon reasonable notice to LMG. In addition, Americom and LMG shall in good faith consider such amendments to APPENDIX G as may be required from time to time to reflect new or revised Product specifications.

10.5.

In the event that Americom terminates a Contract, and refunds premiums under such Contract for any reason, LMG shall forfeit all right to compensation under this Agreement based on the issuance of such Contract unless Americom’s termination of the Contract fails to comply with applicable laws and regulation.

10.6.

Without limiting the generality of Section 3.8, Americom shall have the right to offset against any commission or other compensation owed to LMG by Americom or any of its Affiliates (or anyone or any entity claiming through LMG) any indebtedness under this Agreement owed to Americom or any of its Affiliates by LMG or any Wholesaler or Producer.

10.7.

LMG shall not assign, transfer or pledge any right to receive any compensation under this Agreement without Americom’s written consent, which consent shall not be unreasonably withheld or delayed. No assignment, transfer or pledge shall be binding unless so approved by Americom, made in writing and filed with Americom at 1001 Fleet Street Baltimore, MD 21202. Americom may condition its approval on LMG agreeing to indemnify it against any claims or losses with respect to such assignment, transfer or pledge.

11.

ASSIGNMENT, MODIFICATION, TERM AND TERMINATION OF AGREEMENT

11.1.

Neither party may assign or delegate all or any part of its rights and/or duties under this Agreement without the written consent of the other which consent shall not be unreasonably withheld or delayed; provided, however, that Americom may assign the agreement as part of a sale of all or substantially all of its assets. This Agreement shall be binding upon the parties and any permitted successors and assigns. Americom shall reimburse LMG for the incremental and reasonable costs it incurs as a result of changes to the Services resulting from a novation or assignment of this Agreement by Americom.

11.2.

This Agreement may be modified or amended at any time by mutual agreement of the parties, provided the modification or amendment is in writing and signed by authorized representatives of the parties.

11.3.

The termination of this Agreement is governed by the following provisions:

11.3.1.

This Agreement may be terminated by mutual agreement of the parties in writing at any time.

11.3.2.

Americom may terminate this Agreement without cause by giving LMG at least six (6) months’ written notice.

*Confidential information omitted and filed separately with the SEC.

11.3.3.

Americom may terminate this Agreement upon a material breach of this Agreement by LMG upon notice. No opportunity to cure shall be required in the case of a termination primarily based upon acts or omissions that constitute breaches of its obligations under Section 13, gross negligence, fraudulent, criminal, or grossly unethical activity or blatant disregard for the terms and conditions of this Agreement. For a termination under this paragraph that is primarily based upon other breaches of this Agreement by LMG, Americom may terminate this Agreement if LMG fails to remedy such breach within thirty (30) days of notice thereof.

11.3.4.

Americom may terminate this Agreement following any failure of LMG to achieve the Minimum Premium Volume for any Measurement Period, other than to the extent such failure is an Excused Failure.

11.3.5.

LMG may terminate the Agreement upon a failure by Americom to pay LMG material undisputed amounts due under Section 10 that is not remedied within thirty (30) days of notice thereof.

11.3.6.

LMG may terminate the Agreement upon a material breach by Americom of its obligations under Section 13.

11.3.7.

A termination of the Agreement by a party shall not constitute a waiver by such party of any other rights it might have under this Agreement.

12.

INDEMNIFICATION

12.1.

LMG shall indemnify, hold harmless, and agree to defend Americom from any and all liability, costs, and expenses, including reasonable attorneys' fees, with respect to third party claims arising out of: (i) LMG’s negligent act(s) or omission(s); (ii) LMG’s failure to comply with the terms of this Agreement; or (iii) LMG's failure to comply with any law or regulation with respect to its duties hereunder except that LMG shall not be required to indemnify or hold harmless Americom for any act or omission directed in writing by an authorized representative of Americom unless LMG knew that such direction by Americom was contrary to applicable law or regulation or was otherwise contrary to good business practices and LMG failed to advise Americom.

12.2.

Americom shall indemnify, hold harmless, and agree to defend LMG from any and all liability, costs, and expenses, including reasonable attorneys' fees with respect to third party claims arising out of: (i) Americom’s negligent act(s) or omission(s); (ii) Americom’s failure to comply with the terms of this Agreement; or (iii) Americom’s failure to comply with any law or regulation with respect to the offering or sale of Contracts or the maintenance of records related thereto.

12.3.

Neither party shall be entitled to indemnification from the other party for any liability, costs and expenses to the extent resulting from its own negligent act(s) or omission(s).

12.4.

Indemnification Procedures.

With respect to Third Party claims, the following procedures shall apply:

*Confidential information omitted and filed separately with the SEC.

12.4.1.

Notice. Promptly after receipt of notice of a claim or of the commencement or threatened commencement of any civil, criminal, administrative, or investigative action or proceeding involving a claim in respect of which the indemnitee is entitled to seek indemnification pursuant to this Section 12, the indemnitee shall notify the indemnitor of such claim in writing. No failure to so notify an indemnitor shall relieve the indemnitor of its obligations under this Agreement; provided, however, that the indemnitee shall be responsible for reasonable and actual damages incurred by the indemnitor to the extent they arise from the indemnitees failure to notify indemnitor in accordance with this Section. Within fifteen (15) days following receipt of notice from the indemnitee relating to any claim, but to the extent possible not later than ten (10) days before the date on which any response to a complaint or summons is due, the indemnitor shall notify the indemnitee in writing if the indemnitor elects to assume control of the defense and settlement of that claim (a “Notice of Election”).

12.4.2.

Procedure Following Notice of Election. If the indemnitor delivers a Notice of Election relating to any claim within the required notice period, the indemnitor shall be entitled to have sole control over the defense and settlement of such claim; provided that: (i) the indemnitee shall be entitled to participate in the defense of such claim and to employ counsel at its own expense to assist in the handling of such claim; and (ii) the indemnitor shall obtain the prior approval of the indemnitee before entering into any settlement of such claim or ceasing to defend against such claim. After the indemnitor has delivered a Notice of Election relating to any claim in accordance with Section 12.4.1, the indemnitor shall not be liable to the indemnitee for any legal expenses incurred by the indemnitee in connection with the defense of that claim. In addition, the indemnitor shall not be required to indemnify the indemnitee for any amount paid or payable by the indemnitee in the settlement of any claim for which the indemnitor has delivered a timely Notice of Election if such amount was agreed to without the consent of the indemnitor.

12.4.3.

Procedure Where No Notice of Election Is Delivered. If the indemnitor does not deliver a Notice of Election relating to any claim within the required notice period, the indemnitee shall have the right to defend the claim in such manner as it may deem appropriate, at the cost and expense of the indemnitor. The indemnitor shall promptly reimburse the indemnitee for all such costs and expenses.

13.

CONFIDENTIAL INFORMATION

13.1.

Confidential Information. Except as otherwise specifically agreed in writing by the parties, Confidential Information shall include all information of a party marked confidential, restricted, proprietary, or with a similar designation. The terms and conditions of this Agreement and all correspondence, information and other materials disclosed during the negotiation of this Agreement shall be deemed Confidential Information.

*Confidential information omitted and filed separately with the SEC.

13.1.1.

In the case of Americom and its Affiliates, Confidential Information also shall include, whether or not marked confidential, restricted, proprietary, or with a similar designation, Software provided to LMG by or through Americom (or its Affiliates), materials prepared for Americom (or its Affiliates) by LMG, Americom Data, Third Party Data, customer lists, policyholder and other customer information including information relating to applicants and applications, Americom and its Affiliates’ personnel records, information regarding, referring, or relating to the business, plans, operations, markets, financial affairs, current or proposed methods of operation, accounts, transactions, proposed transactions or security procedures of Americom, any Affiliate of Americom, or any client, customer, or other vendor of Americom or an Americom Affiliate, or other information of Americom and its Affiliate s policyholders and other customers including applicants which would be deemed by a reasonable person to be confidential or proprietary in nature.

13.1.2.

In the case of LMG, Confidential Information also shall include, whether or not marked confidential, restricted, proprietary, or with a similar designation, Software provided to Americom by LMG; LMG’s customer, Wholesaler and Producer lists and information; personnel records; information regarding, referring, or relating to the business, plans, operations, markets, financial affairs, current or proposed methods of operation, accounts, transactions, proposed transactions or security procedures of LMG; or any client, or customer, or any other information of LMG which would be deemed by a reasonable person to be confidential or proprietary in nature. Americom shall not use, disclose or misappropriate information about LMG's Wholesalers and Producers, including but not limited to soliciting and/or recruiting such Wholesalers and Producers for Americom or any current or after-acquired Affil iate. It is specifically acknowledged and agreed that nothing in this Section shall restrict Americom from soliciting or entering into agreements with Wholesalers and Producers in the ordinary course of the business of Americom and its Affiliates provided however, that Americom’s or its Affiliate’s efforts to contact such a Wholesaler or Producer shall not be based on information regarding such Wholesaler or Producer that was provided by LMG to Americom under this Agreement.

13.1.3.

Information that meets the definition of Confidential Information shall be treated as Confidential Information whether it is stored on magnetic, optical, or other media or otherwise obtained, received, transmitted, processed, stored, archived, or maintained by a party under this Agreement.

13.2.

Obligations. Each party's Confidential Information shall remain the property of that party except as expressly provided otherwise by the other provisions of this Agreement. Except to the extent permitted under Section 13.2, Americom and LMG shall each use at least the same degree of care, but in any event no less than a reasonable degree of care, to prevent disclosing to Third Parties the Confidential Information of the other as it employs to avoid unauthorized disclosure, publication or dissemination of its own information of a similar nature. The parties may disclose such information to one or more Third Parties performing hereunder where: (i) such Third Party is performing services in accordance

*Confidential information omitted and filed separately with the SEC.

with this Agreement; (ii) such disclosure is necessary or otherwise naturally occurs in such Third Party’s scope of responsibility; and (iii) the entity agrees in writing to assume the obligations described in this Section 13.2. Americom may also disclose Confidential Information to Third Party consultants, advisors, accountants and other similar entities provided that the conditions set forth in clauses (ii) through (iii) of this Section are met. Any disclosure to a Third Party shall be under the terms and conditions of this Agreement. As requested by Americom during the Term and upon expiration or any termination of this Agreement and completion of LMG's obligations under this Agreement, LMG shall return or destroy, as Americom may direct, all material in any medium that contains, refers to, or relates to Americom Confidential Information, and retain no copies unless other wise required by law. As requested by LMG upon expiration or any termination of this Agreement and completion of Americom’s obligations under this Agreement, Americom shall return or destroy, as LMG may direct, all material in any medium that contains, refers to, or relates to LMG Confidential Information, and retain no copies unless otherwise required by law.

13.3.

Exclusions. Section 13.2 shall not apply to any particular information which LMG or Americom can demonstrate: (i) was, at the time of disclosure to it, in the public domain; (ii) after disclosure to it, was published or otherwise became part of the public domain through no fault of the receiving party; (iii) was in the possession of the receiving party from a Third Party (other than a Wholesaler, Producer, applicant, policyholder or beneficiary of Americom) at the time of disclosure by the disclosing party to the receiving party; (iv) was received after disclosure to it from a Third Party (other than a Wholesaler, Producer, applicant, policyholder or beneficiary of Americom) who had a lawful right to disclose such information to it without any obligation to restrict its further use or disclosure; or (v) was independently developed by the receiving party without reference to Confidenti al Information of the furnishing party. In addition, a party shall not be considered to have breached its obligations by disclosing Confidential Information of the other party as required to satisfy any legal requirement of a competent government body provided that, as promptly as possible upon receiving any such request and to the extent that it may legally do so, such party advises the other party.

13.4.

Loss of Confidential Information. In the event of any disclosure or loss of, or inability to account for, any Confidential Information of the furnishing party, the receiving party shall promptly, at its own expense: (i) notify the furnishing party in writing; (ii) take such actions as may be necessary or reasonably requested by the furnishing party to minimize the violation; and (iii) cooperate in all reasonable respects with the furnishing party to minimize the violation and any damage resulting therefrom.

13.5.

No Implied Rights. Nothing contained in this Section 13 shall be construed as obligating a party to disclose its Confidential Information to the other party, or as granting to or conferring on a party, expressly or impliedly, any rights or license to the Confidential Information of the other party.

13.6.

Special Rules for Policyholder Information. LMG will not knowingly or negligently disclose any policyholder information (including information regarding applicants and information in applications) provided to it by or on behalf of Americom to any affiliated or unaffiliated third party except to the extent: (i) such disclosure is lawful and reasonably necessary to satisfy the purpose for which the policyholder information was

*Confidential information omitted and filed separately with the SEC.

provided to LMG; and (ii) the third party has agreed the same confidentiality requirements that LMG is required to abide by with respect to the policyholder information under this Agreement. In addition, LMG shall not be considered to have breached its obligations by disclosing policyholder information as required to satisfy any legal requirement of a competent government body provided that, as promptly as possible upon receiving any such request and to the extent that it may legally do so, LMG advises Americom.

13.7.

Use by LMG of Policyholder Information. LMG will not knowingly or negligently use policyholder information (including information regarding applicants and information in applications) for any purpose other than the specific purpose for which it was provided to LMG by or on behalf of Americom, and will make policyholder information available to its employees only as reasonably necessary to satisfy the purpose for which the policyholder information was provided to LMG.

13.8.

Security Measures. LMG and Americom shall each have in place reasonable security measures to safeguard the confidentiality of the other's proprietary and confidential information and the nonpublic information of policyholders in their possession.

14.

FORCE MAJEURE

14.1.

Neither party shall be liable for any default or delay in the performance of its obligations under this Agreement if and to the extent: (i) the default or delay is caused, directly or indirectly, by fire, flood, elements of nature or acts of God, or any other cause beyond the reasonable control of the party; and (ii) the non-performing party is without fault and the default or delay could not have been prevented by reasonable precautions (a “Force Majeure Event”). In such event, subject to Section 14.2, the non-performing party is excused from further performance for as long as such circumstances prevail and the party continues to use its commercially reasonable efforts to recommence performance. Any party so delayed shall notify the party to whom performance is due and describe the circumstances causing the delay.

14.2.

If a Force Majeure Event substantially prevents or delays performance of the Services necessary for the performance of Americom functions that Americom reasonably believes to be critical at reasonable levels of service for more than five (5) consecutive Business Days (or such longer period as Americom may agree in its sole discretion), then at Americom's option, Americom may terminate the Agreement as of a date specified by Americom in a written notice to LMG. Americom shall not be liable for the payment of any termination fees or have any other liability to LMG for terminating the Agreement. LMG shall not have the right to any additional payments from Americom as a result of any Force Majeure Event in excess of the fees it is otherwise entitled to charge under Section 10.

14.3.

A performance failure of a subcontractor shall not be a Force Majeure Event for LMG unless the subcontractor's performance failure was caused by a Force Majeure Event.

*Confidential information omitted and filed separately with the SEC.

15.

GENERAL PROVISIONS

15.1.

Each party agrees to cooperate with the other party in carrying out the provisions of this Agreement.

15.2.

Upon receipt by a party of any summons or other notice of suit or regulatory authority inquiry wherein the other party is named in any manner, the receiving party shall forward any and all such documents to the attention of the other party by facsimile, express or overnight mail, or courier, as soon as possible and in any event within five (5) Business Days unless prohibited by law.

15.3.

Except as otherwise expressly provided herein, all remedies provided for in this Agreement shall be cumulative and in addition to and not in lieu of any other remedies available to either party at law, in equity or otherwise.

15.4.

All notices, requests, demands and determinations under this Agreement (other than routine operational communications), shall be in writing and shall be deemed duly given (i) when delivered by hand, (ii) on the designated day of delivery after being timely given to an express overnight courier with a reliable system for tracking delivery, (iii) when sent by confirmed facsimile with a copy sent by another means specified in this Section, or (iv) six (6) days after the day of mailing, when mailed by United States mail, registered or certified mail, return receipt requested and postage prepaid, and addressed as follows:

To LMG:

Legacy Marketing Group

Preston Pitts, President

2090 Marina Avenue

Petaluma, CA 94954

To Americom:

President

Americom Life & Annuity Insurance Company

1001 Fleet Street

Baltimore, MD 21202

With copy to:

Michael J. Ernst

Stokes Lazarus & Carmichael LLP

80 Peachtree Park DR

Atlanta, GA 30309

With copy to:

General Counsel

Americom Life & Annuity Insurance Company

1001 Fleet Street

Baltimore, MD 21202

15.5.

Each party expressly represents and warrants to the other that it has the authority to enter into this Agreement and that it is not or will not be, by virtue of entering into this Agreement or otherwise, in breach of any other agreement.

15.6.

Each party represents and warrants to the other that, subject to the terms of this Agreement and provided the other party is at all times in strict compliance with the terms of the Agreement, it will not interfere or disturb the other party in its use of all Products, advertising, marketing techniques, and all information provided hereunder.

*Confidential information omitted and filed separately with the SEC.

15.7.

The persons signing this Agreement on behalf of Americom and LMG represent and warrant that they are authorized to execute this document on behalf of such corporations pursuant to their bylaws or a resolution of their board of directors.

15.8.

No change, waiver, or discharge shall be valid unless in writing and signed by an authorized representative of the party against whom such change, waiver, or discharge is sought to be enforced. No delay or omission by either party to exercise any right or power shall impair such right or power or be construed as a waiver. A waiver by either of the parties of any of the covenants to be performed by the other or any breach shall not be construed to be a waiver of any succeeding breach or of any other covenant.

15.9.

Neither party may use the other’s service marks, trademarks, and trade names, or the name of any affiliate of the other, in any way or manner not specifically authorized in writing by the other.

15.10.

Each party shall be liable to the other for actual damages incurred by the other as a consequence of the breach by a party of the terms of this Agreement. Neither party under this Agreement be liable to the other party under any provision of this Agreement for indirect or consequential damages, lost profits, exemplary, speculative, special, or punitive damages except to the extent such damages arise from gross negligence, willful misconduct or a breach of Section 13 (confidentiality).

15.11.

This Agreement shall be interpreted in accordance with and governed by the laws of Georgia, without giving effect to the conflict of law principles thereof.

15.12.

Prior to instituting formal proceedings, the parties shall attempt to resolve all disputes arising out of or relating to this Agreement informally. To invoke this process a party shall appoint a senior executive who is not responsible for the day to day management of the Agreement or the services to be provided under this Agreement, and request that the other party do the same. The other party shall make such appointment within five days of receipt of the request. The senior executives shall then spend twenty (20) days from time of receipt of the request attempting in good faith to resolve the matter. The informal dispute resolution process shall terminate at the end of the twenty (20) day period unless extended by mutual agreement.

15.12.1.

Nothing in this Section 15.12 shall prevent, or be construed as preventing, a party from: (a) instituting formal proceedings to avoid the expiration of any applicable limitations period, or (b) seeking injunctive or other equitable relief in a court of appropriate jurisdiction.

15.12.2.

Any controversy or claim arising out of or relating to this Agreement, or any claimed breach thereof, or any claim arising out of or relating to the relationship between the parties, and any counterclaims, shall be settled by litigation.

15.12.3.

For all litigation which may arise with respect this Agreement, the Parties irrevocably and unconditionally submit: (i) to the non-exclusive jurisdiction and venue (and waive any claim of forum non conveniens) of the United States District Courts for the State of Georgia; or (ii) if such Court does not have

*Confidential information omitted and filed separately with the SEC.

jurisdiction, to the state courts sitting in Fulton County, Georgia. The parties further consent to the jurisdiction of any state court located within a district which encompasses assets of a party against which a judgment has been rendered for the enforcement of such judgment or award against the assets of such party.

15.13.

If any clause, paragraph, term, or provision of this Agreement shall be found to be void or unenforceable by any court of competent jurisdiction, such clause, paragraph, term, or provision shall be severed from the Agreement, and such findings shall not affect the remainder of this Agreement.

15.14.

During the Term and for one (1) year thereafter, neither Americom (or any Affiliate) nor LMG (or any Affiliate) shall, directly or indirectly, solicit for employment any person employed by the other within the preceding twelve (12) months without the prior written consent of the other party; provided however; that (i) in the event either party uses the services of a professional recruiter and provides such recruiter solely with generic job duties and job descriptions (without making any reference to the other party or the party’s affiliates) and such recruiter contacts a qualified candidate who happens to be an employee of the other party and that candidate initiates contact through a recruiter with that party, then that party may employ that employee, or (ii) in the event an employee of the other party responds to a general advertisement placed by a party, then the advertising party may empl oy that employee.

15.15.

This Agreement is the result of mutual negotiations between the parties and shall not be deemed to have been prepared by either party, but by both equally. The headings of the several paragraphs contained herein are for convenience only and do not define, limit, or construe the contents of such paragraph.

15.16.

The parties agree that this Agreement constitutes the full, complete, and entire Agreement between them and supersedes all prior understandings, agreements, conversations, or representations between them with respect to the subject matter of this Agreement. Any prior agreement between LMG and Americom regarding the same subject matter is null and void and abrogated hereby. Notwithstanding the foregoing provisions of this Section 15.16, the parties agree that the provisions of Section 13 of that certain Letter of Intent between the parties dated December 1, 2003 (the “LOI”) that defines the parties’ rights and obligations with respect to the confidentiality of information disclosed by one party to the other under the LOI shall remain in full force and effect. For purposes of this Section 15.16, any information disclosed by one party to the other on or a fter the Effective Date shall be deemed to be disclosed under this Agreement and not the LOI.

15.17.

Americom and LMG acknowledge and agree that there are not any intended third-party beneficiaries of this Agreement.

15.18.

Any provision of this Agreement which contemplates performance or observance subsequent to any termination or expiration of this Agreement shall survive any termination or expiration of this Agreement and continue in full force and effect.

*Confidential information omitted and filed separately with the SEC.

15.19.

This Agreement may be executed in several counterparts, all of which taken together shall constitute one single agreement between the Parties hereto.

15.20.

Except where expressly provided as being in the sole discretion of a party, where agreement, approval, acceptance, consent, or similar action by either party is required under this Agreement, such action shall not be unreasonably delayed or withheld. An approval, acceptance, consent or similar action by a party (including of a plan or deliverable) under this Agreement shall not relieve the other party from responsibility for complying with the requirements of this Agreement, nor shall it be construed as a waiver of any rights under this Agreement, except as and to the extent otherwise expressly provided in such approval or consent.

In witness whereof, the parties hereto have executed this Agreement to take effect on the date specified.


Americom	LMG
By: /s/ Michael J. O’Brien	By: /s/ Don Dady
Printed: Michael J. O’Brien	Printed: Don Dady
Title: Senior Vice President Chief Financial Officer	Title: Vice President of Marketing
Date: June 10, 2004	Date: June 10, 2004

*Confidential information omitted and filed separately with the SEC.

APPENDIX A

Products and Territory


Product Name	Legacy EIA 0001
Product Type	Flexible Premium Deferred Annuity Series
Product Design	Equity Index Annuity (Strategy names will be confirmed later)
Index	S&P 500
Product Versions and Premium Bonus Percentages	12 year Surrender Charge, No Bonus, No Liquidity Provision (Base Product)
Surrender Charges	Year No bonus 1 13.5% 2 12.5% 3 11.5% 4 10.5% 5 10.0% 6 9.0% 7 8.0% 8 7.0% 9 6.0% 10 5.0% 11 4.0% 12 2.0% 13+ 0.0%

*Confidential information omitted and filed separately with the SEC.


Crediting Strategies	3-Year Lock-In High Water Mark w/Annual Rates
Guaranteed Minimum Cap for equity index strategy	5%
Current Expected Cap	*% in today’s environment for the no-bonus product.
Minimum Guaranteed Surrender Value (MGSV) & Minimum Guaranteed Interest Rate	MGSV equals 1.5% on 100% of premium (Guaranteed Annuity Cash Value), less surrender charges. Guaranteed interest rate would vary by state, depending on non-forfeiture requirements. Commissions and Caps would be adjusted in order to restore IRRs.
Interest Rate Approach	Multi bucket approach. Interest rates and caps may be different by strategy and by product version.
Rate lock	45 days from the date the application is received.
Lifetime Penalty Free Limit	50% of total premium

*Confidential information omitted and filed separately with the SEC.


Equity Strategy: 3-Year Lock-in High Water Mark w/Annual Rate Please see the attached examples for further clarifications.	The Equity Strategy (3-year Lock-in High Water Mark with Annual rate) general mechanics are as follows: • The current annual Cap is declared at the beginning of the 3-year term and remains in effect for the duration of the entire term-period. • The starting Index Value is the S&P 500 index closing value on the Allocation Date or the most recent preceding trading day. Premium is allocated to the 3-Year equity Strategy on an Allocation Date. The Index Value is “tracked” during the 3-year term period so that the index value is measured on the Allocation Date, each Allocation Date anniversary, and at the end of the 3-year term period. These values are used to determine the Technical Account Value. Interest will be credited to the annuity based upon the change in index value from the beginning Allocation Date to the highest Index Value of the 4 values measured. Every year the performance of the index is measured and becomes an unvested portion of the policyholder account, subject to the declared Cap. This value will be available at the end of the 3-year term, if the policyholder maintains his other account until then. The gains will be locked in for the start of the next term-period.
Penalty Free Withdrawal Provision (annuity available with and without Liquidity Provision)	Without Liquidity provision: Greater of 10% of the Strategy Cash Value, subject to Penalty Free Limit, or MRD. These are subject to adjustments for prior withdrawals, fees, etc. - Strategy Cash Value is the end of prior 3-year term Technical Account value less withdrawals, and other fees. Strategy Cash Value is available for liquidation at any time subject to surrender charges, if applicable. Annuity Cash Value is defined as the sum of all Strategy Cash Values.
Minimum Premium	Nonqualified = $, Qualified = $
Max Premium w/o approval	$* per policy – See commission note below

*Confidential information omitted and filed separately with the SEC.


Min Additional Premium	Yes, $* (May be subject to Owner’s attainment of age *)
Maximum Issue Age	*
Territory	All States except New York and Alabama subject to State product approval
Death Benefit	Age Death Benefit 0-* Lump sum payout equals the greater of: a. Annuity Cash Value or b. Min. Guaranteed Annuity Value *+ Lump sum payout equals the greater of: a. Premiums less Net Partial Withdrawals, minus Monthly Deductions (if any) b. Surrender Value c. Min. Guaranteed Surrender Value Beneficiary may choose to annuitize the contract. The death benefit under a Contract with multiple policyowners shall only be triggered upon death of all such policyowners
Optional Riders	N/A
Transfer Options	Equity: IN = Any time, OUT = At least 7 days prior to the end of the Term. Guaranteed One Year: IN = Any time, OUT = At any time All subject to other strategy requirements.

*Confidential information omitted and filed separately with the SEC.

Annuitization options

Greater of Guaranteed Annuity Surrender Value or Annuity Account Value

Payout Options available are Interest Only, Fixed Payments for a number of years, Life-contingent Annuity, Life-contingent Annuity with a Period Certain, Joint and Survivor Annuity

Minimum interest rate for annuitization is 1.50% (subject to state requirements).

Annuity Surrender Value if annuitized in years 1 – 5.

Annuity Account Value if annuitized in year 6 or after

Confinement Waiver

N/A

This Appendix A reflects the actuarial definition of the Annuity. The Parties may mutually agree to changes to this Product description and terminology.

*Confidential information omitted and filed separately with the SEC.

APPENDIX B

GUIDELINES

GENERAL CRITERIA AND GUIDELINES

The following are those criteria and guidelines with regard to LMG’s appointment of Producers and Wholesalers, appointment fees, investigation standards, review criteria, fees and requirements for investigations of the Wholesalers and Producers so appointed.

State Appointments

Duly licensed agents (LMG Wholesalers and Producers) are allowed to solicit sales once duly appointed in states and as long as they maintain an active appointment, unless such states allows for solicitation prior to appointment.

LMG shall validate that Wholesalers and Producers are properly licensed prior to the filing of such appointments. Further, LMG shall validate that Wholesalers and Producers have a current license and valid appointment prior to the processing of new business applications, and upon appointment renewal.

LMG shall be responsible for filing any and all appointments and terminations of such appoints with the applicable State(s).

NIPR Validation of active State license

NIPR Producer Database (PDB). LMG shall check against the NIPR PDB to determine the Wholesaler and Producer’s license number, type and appoint according to state regulatory requirements. The NIPR PDB check shall also help to insure that Wholesalers and Producers currently appointed with Americom are not submitted for a duplicate appointment.

*Confidential information omitted and filed separately with the SEC.


Sensitive States	LMG shall be required to provide that any Wholesalers and Producers soliciting sales for Americom in the following States are pre-approved by the State DOI before any solicitations are made: , , , , , , * and *.


Non-Resident License – Up-Line	LMG shall verify that each Wholesaler maintains non-resident licenses, even if they are not directly involved in the solicitation in the following states: , , , , , and *.
E & O Coverage	Without limiting the generality of LMG’s obligations under Section 3.5 of the Terms and Conditions, LMG shall require proof of E&O coverage for appointment in the following States: * and *.
Vector Check	LMG will order a Vector check to verify if the Wholesalers and Producers has any industry debt. An outstanding Vector shall be reviewed for a decline of the Wholesaler’s and Producer’s appointment request. Proof of payment or resolution to the Vector shall be required prior to approval of appointment
Background Checks	LMG shall utilize BIG to run the background checks for State, County and Federal criminal actions, regulatory searches and a search against the OFAC list. The background check will also include providing a Credit Report generated by TransUnion with scoring using the Empirica Score Sheet as set forth below.
Assignment of Agent number	LMG shall assign a Wholesaler and Producer number for each appointed Wholesaler and Producer.

*Confidential information omitted and filed separately with the SEC.


State Renewals	LMG shall do a cross check against renewal requests to determine if the Wholesaler and Producer is still active. LMG will provide ad hoc reporting, at no additional cost, to OMFN for check against appointed Wholesalers and Producers on its system.
Debit Balances	Wholesalers and Producers shall be required to repay any outstanding indebtedness within a reasonable time period. If repayment is not made, LMG shall, in addition to its obligations under Section 3.4 of the Terms and Conditions, report the debt to Vector and notify the State DOI
Appointment Terminations	LMG shall process all appointment terminations, including but not limited to those for non-production, compliance/market conduct issues or as a result of an uncollected debit balance.


Record Maintenance	In addition to LMG’s obligations under Sections 3.4 and 3.5 of the Terms and Conditions, LMG shall maintain copies of appointments filed, background reports obtained, commission payments to Wholesalers and Producers and proof as required by each State applicable to Wholesaler’s and Producers’ licenses.

PASS-THROUGH EXPENSES

The categories of Pass Through Expenses under this Agreement are:

The basic fees for background investigation reports for Wholesalers and Producers selling policies under this Agreement obtained prior to the appointment of such Wholesalers and Producers, provided that any amounts for background investigation reports in excess of $* per report shall be for LMG’s account. For purposes of this paragraph 1, the court and document fees under paragraph 2 shall not be treated as “amounts for background investigation reports”.

*Confidential information omitted and filed separately with the SEC.

The state/county imposed court or document fees solely attributable to a background investigation of a Wholesaler or Producer, provided that LMG shall consult with and receive Americom’s approval prior to incurring any state/county imposed court or document fees to the extent those fees exceed $* per applicant.

The actual state mandated appointment fees and termination of appointment fees for Wholesalers and Producers selling policies under this Agreement in those states where such fees are applicable.

REPORTS

LMG shall provide to Americom any ad hoc reports which Americom reasonably requests, as they pertain to the appointment records for those LMG Producers and Wholesalers appointed with Americom, without any additional charges. LMG and Americom shall mutually agree on the form and nature of the actual reports to be provided by LMG to Americom, but at a minimum LMG shall provide (i) a state renewal listing; (ii) a state appointment listing; and (iii) a status listing. LMG and Amreicom shall mutually agree on the actual fields to be represented in each report.

Producer Conduct Committee (PCC)

PCC is a committee comprised of *, *, and *, *. Any items that fall into the Review category are submitted to PCC to determine how to proceed. Based on the Review, applicant will be a Fail or a Pass contingent on the Wholesaler signing a *, which provides LMG and the carrier with additional protection for any and all acts of the applicant. The PCC shall obtain approval from the supervisor of contracts and licensing at Americom in the event the PCC recommends a pass for any applicant whose application is reviewed by the PCC prior to any final action by the PCC.

MINIMUM REQUIREMENTS FOR APPOINTMENT

Without limiting the generality of Sections 3 and 4 of the Terms and Conditions, LMG shall not appoint a Wholesaler or Producer to market or solicit Contracts under this Agreement without Americom’s prior approval unless the Wholesaler and Producer meets the following requirements:

Creditworthiness

Empirica Score

Empirica Score less than *-Fail

Empirica Score *-*-Review by PCC for possible Fail

*Confidential information omitted and filed separately with the SEC.

Additional Credit Related Items

Judgment or Civil Suits

If total of all judgments or civil suits is greater than $* or if any judgments or civil suits are insurance industry related-Review by PCC for possible Fail

Bankruptcies

Applicant with * or more bankruptcies on file-Fail

Applicant with * or bankruptcies in a *-year period or any bankruptcy in the last * year-Review by PCC for possible Fail

Tax Lien Liability

Applicants with more than * tax liens or tax liens totaling over $* - Review by PCC for possible Fail

Debit Balances

Any debit balance that has not been repaid – Review by PCC for possible Fail

Professional Record

Administrative actions from any regulatory agency, including State DOI, NASD, or SEC- Review by PCC for possible Fail

Criminal History

Applicants with a felony conviction involving dishonesty or breach of trust as defined in the 1994 Violent Crime and Control Act-Fail

All other misdemeanor and felony criminal arrests, convictions, and nolle contendre unless strictly traffic related - Review by PCC for possible Fail

Additional Items

Business Information Group (BIG) automatically performs a validation of the SSN associated to every report, at no cost. In situations where the applicant’s SSN does not match the SSN on file, we would not proceed with reviewing the file until we got sufficient documentation to evidence correct SSN. Any other discrepancies such as SSN reported as suspicious, owned by a deceased person, reported as suspicious, associated with fraudulent activity, report refers to name fraud or credit fraud, would be referred to Compliance for additional research prior to determining if Pass, Fail or Review by PCC for possible Fail.

*Confidential information omitted and filed separately with the SEC.

Pass or Fail Criteria

If an applicant has a Fail in any one category, the applicant’s contract and request for appointment is declined. Further, if an applicant has Review in any one category, the applicant is considered a Review for the entire file.

APPENDIX C

Minimum Premium Volumes


Calendar Year	Minimum Premium Volumes ($*)
2004	*
2005	*
2006	*
2007	To be agreed in 2006

*The Minimum Premium Volume for 2005 is based on the issuance of the Annuity and the following derivatives thereof:

•

a bonus version for the Annuity;

•

a version of the Annuity with a surrender schedule of less than 12 years; and

•

a bonus version for the Annuity with a surrender schedule of less than 12 years.

In addition, such Minimum Premium Volume is based on adding a liquidity rider to the Annuity and each of the above derivatives.

*Confidential information omitted and filed separately with the SEC.

APPENDIX D

Retained Responsibilities

The Retained Responsibilities shall be as follows:

Designating the Americom Contract Manager;

Cooperating with LMG to the extent required by Section 15.1 of the Terms and Conditions, including by making available to LMG such information as LMG may reasonably request;

Making timely decisions regarding consents, approvals and acceptances as are required of Americom under the Agreement in accordance with Section 15.20 of the Terms and Conditions;

Providing to LMG any amendments to the Americom Market Conduct Guide that LMG is obligated to observe under the Agreement. This shall not create any obligation on the part of Americom to amend its Market Conduct Guide;

Performing the obligations required of it under Section 7.5 of the Terms and Conditions to the extent required under such Section;

Performing the obligations required of it under Section 7.6 of the Terms and Conditions to the extent required under such Section;

With LMG’s assistance, drafting, completing and preparing Contract forms for filing and notifying LMG of Americom’s intent to make significant changes or modifications to any Contract or Contract form to the extent required under Section 9 of the Terms and Conditions;

Providing LMG with reasonable and timely written notice of any changes to Appendix E;

Providing LMG with reasonable and timely written notice of any changes to Appendix G; and

10.

Providing LMG assistance with the development of fixed annuity Products to be developed under Section 5.3 of the Terms and Conditions.

*Confidential information omitted and filed separately with the SEC.

APPENDIX E

Authorized Americom Personnel

Bruce Parker, President

Michael O’Brien, Chief Operating Officer

Richard Pretty, Vice President, Marketing Development & Strategy

Robert Jett, Associate General Counsel

*Confidential information omitted and filed separately with the SEC.

APPENDIX F

Proprietary Product Design Schedule

Legacy EIA 0001

The Proprietary Product Design for the Annuity is an annual point to point annuity with a 3 year reset at the high water mark. :

*Confidential information omitted and filed separately with the SEC.

APPENDIX G

Commissions and Fees

Introduction

LMG’s commissions and fees for the Services shall be the commissions and fees under this Appendix G. When aggregated, these fees shall be the total amount paid by Americom for all of the Services and all of the resources used in providing the Services. It is specifically acknowledged that such fees, are intended to fully compensate LMG for all Services performed by LMG under this Agreement.

This Appendix G is solely a pricing document. Nothing in this Appendix G shall in any way establish or limit the scope of LMG’s obligation to provide the Services. It is specifically acknowledged that there are numerous services included in the Services for which there are no separate fees.

References to months shall be to calendar months unless a more specific reference is given.

II.

Definitions

All capitalized terms used and not defined in this Appendix G shall have the same meanings given them in the Terms and Conditions or, if not defined therein, in one of the Appendices.

III.

Commissions

Table III-1

Legacy EIA 0001. LMG’s commissions are based on the age of the policyowner to whom the Contract is issued and the premium of the Contract. If the Contract is issued to multiple policyholders, the age of the youngest policyowner shall be used. Such commissions are set from time to time by Americom in its sole discretion. As of the Effective Date, such commissions are as follows:

*Confidential information omitted and filed separately with the SEC.

LMG Commission - No Bonus Version

COMMISSION PERCENTAGES:

Age of policyowner: * to *: *% of the premium for each Contract issued to a policyowner who is aged *-*.

Age of policyowner: * to *: *% of the commission for each Contract issued to a policyowner who is aged *-*.

Age of policyowner: * to *: *% of the commission rate for each Contract issued to a policyowner who is aged *-*.

The commission percentage set forth above shall be reduced by * basis points for premiums greater than $* but less than $*. For premiums of $* or more, the commission percentage is determined by Americom on a case by case basis in its sole discretion. For purposes of clarity, the * basis point reduction shall apply to the commission earned on the entire premium, not just the commission earned on the premium in excess of $*.

The following rules shall apply to the calculation of the premium for purposes of determining whether the commission percentage is to be reduced under the prior paragraph:

(i) Premiums paid by the same policyowner shall be aggregated whether paid under one Contract or multiple contracts;

(ii) If there are multiple policyowners for a single Contract, the premiums paid by such policyowners shall be allocated among the policyholders in equal amounts;

(iii) Each time a policyowner makes a premium payment under an existing Contract other than the initial premium payment under such Contract, the Parties shall determine the commission percentage applicable to the aggregate premiums paid under the Contract in accordance with this Table III-1; provided, however, that if the aggregate premiums with respect to such Contract exceed $* and as a result the commissions that have been paid by Americom exceed the commission otherwise payable under this Table, Americom shall recover such excess by offsetting it against any future commission payments under the Contract.

CHARGEBACK:

Any premiums received within * months prior to a surrender shall be subject to chargeback. For purposes of this provision, LMG shall chargeback premiums by refunding to Americom *% of the commission paid to LMG and retained by LMG for the issuance of such Contract. In addition, LMG shall refund to Americom the portions of commissions distributed directly or indirectly to Wholesalers or Producers recovered under Section 3.8 of the Terms and Conditions. Such refunds will, at Americom’s election, take the form of chargeback on any future commissions.

*Confidential information omitted and filed separately with the SEC.

IV.

Fees

Legacy EIA 0001. LMG’s marketing fees are based on the Contract premium and the Account Value of the Contract.

LMG Marketing Fees - No Bonus Version

OVERRIDE MARKETING FEE: The override marketing fee for a Contract shall be *% of the premium for such Contract.

LMG TRAIL COMMISSION: In contrast to the commissions under Section III of this Appendix G and the override commission under this Section IV, the trail commission is a monthly fee. Such trail commission for each Contract shall commence on the first day of the * (*^th) month following the Contract issue date and end on the date the Contract is no longer in-force. The trail commission for a Contract with respect to a month shall be * * of * percent (*%), multiplied by the Account Value for the Contract as of the applicable month, and divided by * (*). The Account Value of a Contract shall be determined for each Contract as set forth in the applicable Contract.

Pass Through Expenses

The only Pass Through Expenses are those specified in Appendix B.

LMG will pay Pass Through Expenses to the applicable Third Party and Americom will reimburse LMG for amounts properly paid to such Third Party.

Pass Through Expenses shall not be subject to any markup or margin.

With respect to services or materials paid for on a Pass-Through Expense basis, Americom reserves the right to: (i) obtain such services or materials directly from a Third Party; (ii) designate the Third Party source for such services or materials; (iii) designate the particular services or materials (e.g., in the case of hardware, make and model) LMG shall obtain; (iv) with respect to significant procurements, require LMG to identify and consider multiple sources for such services or materials or to conduct a competitive procurement; and (v) review and approve the Pass-Through Expense for such services or materials before entering into a contract for such services or materials. Materials procured on a Pass-Through Expense basis shall be acquired by LMG in Americom’s name and Americom shall have all right, title and interest in such materials or, at Americom’s election, in the name of its Affiliates .

Any purchase on a Pass Through Expense basis in excess of * ($*) shall require Americom’s prior approval.

*Confidential information omitted and filed separately with the SEC.

EX-10 8 p20678ex10q1.htm EXHIBIT 10(Q)1 AMENDMENT No

Exhibit 10(q)(1)

AMENDMENT NUMBER 1 TO

MARKETING AGREEMENT

THIS AMENDMENT NUMBER 1 TO THE MARKETING AGREEMENT, effective as indicated herein, by and between Americom Life & Annuity Insurance Company (“Americom”), a Texas corporation, and Legacy Marketing Group (“LMG”), a California corporation.

WHEREAS, Americom Life & Annuity Insurance Company and LMG entered into a Marketing Agreement (“Agreement”), wherein LMG agreed to provide specified services relating to the marketing of certain insurance policies issued by Americom:

WHEREAS, Americom merged with and into OM Financial Life Insurance Company, effective October 1, 2007.

NOW THEREFORE, in consideration of the foregoing recitals and mutual promises hereinafter contained and other good and valuable consideration, LMG and Americom mutually agree to the following:

All references in this Agreement to Americom Life & Annuity Insurance Company (“Americom”) are changed to OM Financial Life Insurance Company (“OMFLIC”). OMFLIC hereby ratifies its acceptance of the terms and conditions of the Administrative Services Agreement and all exiting addenda thereto.

Section 2, “TERM,” is hereby deleted in its entirety and the following is replaced in its stead:

“Subject to termination as provided in Section 2 of this Agreement, this Agreement shall have an initial term of two (2) years (the “Initial Term”). After the Initial Term, this Agreement will automatically renew for successive two-year periods unless terminated by either party with twelve (12) months’ advance written notice.”

Add to APPENDIX A, “Products and Territory,” as follows:


Product Name	AmeriMark^SM Freedom Equity Index Annuity
Product Type	Flexible Premium Deferred Annuity Series
Product Design	Equity Index Annuity
Index	S&P 500
Product Versions and Premium Bonus Percentages	a. AmeriMark^SM Freedom b. AmeriMark^SM 7 Freedom c. AmeriMark^SM 7 SE Freedom d. AmeriMark^SM 7 SE Freedom

APPENDIX C, “Minimum Premium Volumes,” is deleted in its entirety.

APPENDIX E, is hereby deleted in its entirety and the following is replaced in its stead:

Authorized OMFLIC Personnel

Brian Grigg, VP of Sales & Marketing

Richard Pretty, VP Sales & Marketing

David Smith, SVP of Operations

Nar Almeida, VP of Operations

Elaine Griffin, Manager of Operations

Eric Marhoun, General Counsel

*Confidential information omitted and filed separately with the SEC.

Authorized LMG Personnel

Lynda L. Regan, Chief Executive Officer

R. Preston Pitts, President

Chris Eaken, Vice President of Compliance and Quality Control/Training

Dayna Wells, Vice President of IT & Product Implementation

Add to APPENDIX G, sub-section III “COMMISSIONS,” Table III-1, Commissions Percentages” as follows:

“Effective 1/27/06 - There is no adjustment to the commission percentage for premiums greater than $** but less than $*. For premiums of $* or more, the commission percentage is determined by OMFLIC on a case by case basis in its sole discretion.”

Add to APPENDIX G, sub-section III “COMMISSIONS,” as follows:

Table III-2

AmeriMark^SM Freedom Equity Index Annuity. LMG’s commissions are based on the age of the policyowner to whom the Contract is issued and the premium of the Contract. If the Contract is issued to multiple policyholders, the age of the youngest policyowner shall be used. Such commissions are set from time to time by OMFLIC in its sole discretion. As of the Effective Date, such commissions are as follows:

* Confidential information omitted and filed separately with the SEC.

LMG Commission

COMMISSION PERCENTAGES:

AmeriMark^SM Freedom - effective 07/18/05

Age of policyowner: * to **: *% of the premium for each Contract issued to a policyowner who is aged 0-*

Age of policyowner: * to **: **% of the commission for each Contract issued to a policyowner who is aged *-*

Age of policyowner: * to *: **% of the commission rate for each Contract issued to a policyowner who is aged *-*

AmeriMark^SM Freedom - effective 04/01/07

Age of policyowner: * to *: ***% of the premium for each Contract issued to a policyowner who is aged *-*

Age of policyowner: * to **: **% of the commission for each Contract issued to a policyowner who is aged *-*

Age of policyowner: * to *: **% of the commission rate for each Contract issued to a policyowner who is aged *-*

AmeriMark^SM Freedom - effective 06/04/07

Age of policyowner: * to *: *% of the premium for each Contract issued to a policyowner who is aged *-*

Age of policyowner: * to **: **% of the commission for each Contract issued to a policyowner who is aged *-*

Age of policyowner: * to *: **% of the commission rate for each Contract issued to a policyowner who is aged *-*

AmeriMark^SM 7 Freedom - effective 07/18/05 to 05/31/06

Age of policyowner: * to *: *% of the premium for each Contract issued to a policyowner who is aged *-*

Age of policyowner: * to **: **% of the commission for each Contract issued to a policyowner who is aged*-*

Age of policyowner: * to *: **% of the commission rate for each Contract issued to a policyowner who is aged **

AmeriMark^SM 7 Freedom - effective 06/01/06

Age of policyowner: * to *: *% of the premium for each Contract issued to a policyowner who is aged 0-*

Age of policyowner: * to **: **% of the commission for each Contract issued to a policyowner who is aged *-*

Age of policyowner: * to *: **% of the commission rate for each Contract issued to a policyowner who is aged *-*

AmeriMark^SM 7 Freedom - effective 04/01/07

Age of policyowner: * to *: *% of the premium for each Contract issued to a policyowner who is aged *-*

Age of policyowner: * to **: **% of the commission for each Contract issued to a policyowner who is aged *-*

Age of policyowner: * to *: **% of the commission rate for each Contract issued to a policyowner who is aged *-*

AmeriMark^SM 7 Freedom - effective 06/04/07

Age of policyowner: * to *: **% of the premium for each Contract issued to a policyowner who is aged *-*

Age of policyowner: * to **: **% of the commission for each Contract issued to a policyowner who is aged *-*

Age of policyowner: * to *: **% of the commission rate for each Contract issued to a policyowner who is aged *-*

AmeriMark^SM SE Freedom - effective 07/18/05

Age of policyowner: * to *: *% of the premium for each Contract issued to a policyowner who is aged *-*

Age of policyowner: * to **: **% of the commission for each Contract issued to a policyowner who is aged *-*

Age of policyowner: * to *: *% of the commission rate for each Contract issued to a policyowner who is aged *-*

AmeriMark^SM SE Freedom - effective 04/01/07

Age of policyowner: * to *: **% of the premium for each Contract issued to a policyowner who is aged*-*

Age of policyowner: * to **: **% of the commission for each Contract issued to a policyowner who is aged *-*

Age of policyowner: * to *: *% of the commission rate for each Contract issued to a policyowner who is aged **

AmeriMark^SM SE Freedom - effective 06/04/07

Age of policyowner: * to *: **% of the premium for each Contract issued to a policyowner who is aged *-*

Age of policyowner: * to **: **% of the commission for each Contract issued to a policyowner who is aged *-*

Age of policyowner: * to *: *% of the commission rate for each Contract issued to a policyowner who is aged *-*

AmeriMark^SM 7 SE Freedom - effective 07/18/05 to 05/31/06

Age of policyowner: * to *: *% of the premium for each Contract issued to a policyowner who is aged **

Age of policyowner: * to **: **% of the commission for each Contract issued to a policyowner who is aged *-*

Age of policyowner: * to *: *% of the commission rate for each Contract issued to a policyowner who is aged *-*

AmeriMark^SM 7 SE Freedom - effective 06/01/06

Age of policyowner: 0 to *: *% of the premium for each Contract issued to a policyowner who is aged *-*

Age of policyowner: * to **: **% of the commission for each Contract issued to a policyowner who is aged *-*

Age of policyowner: * to *: *% of the commission rate for each Contract issued to a policyowner who is aged *-*

AmeriMark^SM 7 SE Freedom - effective 04/01/07

Age of policyowner: * to *: **% of the premium for each Contract issued to a policyowner who is aged *-*

Age of policyowner: * to **: **% of the commission for each Contract issued to a policyowner who is aged *-*

Age of policyowner: * to *: *% of the commission rate for each Contract issued to a policyowner who is aged **

AmeriMark^SM 7 SE Freedom - effective 06/04/07

Age of policyowner: * to *: *% of the premium for each Contract issued to a policyowner who is aged *-*

Age of policyowner: * to **: **% of the commission for each Contract issued to a policyowner who is aged *-*

Age of policyowner: * to *: *% of the commission rate for each Contract issued to a policyowner who is aged *-*

Effective 07/18/05 to 1/26/06 - The commission percentage set forth above shall be reduced by * basis points for premiums greater than $* but less than $*. For premiums of $* or more, the commission percentage is determined by OMFLIC on a case by case basis in its sole discretion. For purposes of clarity, the* basis point reduction shall apply to the commission earned on the entire premium, not just the commission earned on the premium in excess of $*.

Effective 1/27/06 - There is no adjustment to the commission percentage for premiums greater than $* but less than $*. For premiums of $* or more, the commission percentage is determined by OMFLIC on a case by case basis in its sole discretion.

The following rules shall apply to the calculation of the premium for purposes of determining whether the commission percentage is to be reduced under the prior paragraph:

(i) Premiums paid by the same policyowner shall be aggregated whether paid under one Contract or multiple contracts;

(ii) If there are multiple policyowners for a single Contract, the premiums paid by such policyowners shall be allocated among the policyholders in equal amounts;

(iii) Each time a policyowner makes a premium payment under an existing Contract other than the initial premium payment under such Contract, the Parties shall determine the commission percentage applicable to the aggregate premiums paid under the Contract in accordance with this Table III-1; provided, however, that if the aggregate premiums with respect to such Contract exceeds $* and as a result the commissions that have been paid by OMFLIC exceed the commission otherwise payable under this Table, OMFLIC shall recover such excess by offsetting it against any future commission payments under the Contract.

CHARGEBACK:

Any premiums received within * prior to a surrender shall be subject to chargeback. For purposes of this provision, LMG shall chargeback premiums by refunding to OMFLIC *% of the commission paid to LMG and retained by LMG for the issuance of such Contract. In addition, LMG shall refund to OMFLIC the portions of commissions distributed directly or indirectly to Wholesalers or Producers recovered under Section 3.8 of the Terms and Conditions. Such refunds will, at OMFLIC’s election, take the form of chargeback on any future commissions.

* Confidential information omitted and filed separately with the SEC.

Add to APPENDIX G, sub-section IV “FEES,” as follows:

AmeriMark^SM Equity Index Annuity. LMG’s marketing fees are based on the Contract premium and the Account Value of the Contract.

LMG Marketing Fees: Effective as indicated herein

OVERRIDE MARKETING FEE: The override marketing fee for a Contract shall be the percentage of the premium for such Contract as indicated below:

AmeriMark^SM

11/15/04

*% ^a

**%^b

01/01/05

*% ^a

*%^b

03/01/05

*% ^a

*%^b

04/01/05

*% ^a

*%^b

09/01/05

**% ^a

**%^b

05/01/06

**% ^a

**%^b

AmeriMark^SM 7

11/15/04

*% ^a

**%^b

01/01/05

*% ^a

*%^b

03/01/05

*% ^a

*%^b

09/01/05

*% ^a

*%^b

04/01/06

*% ^a

**%^b

05/01/06

*% ^a

**%^b

AmeriMark^SM SE

11/15/04

*% ^a

*%^b

01/01/05

*% ^a

**%^b

03/01/05

*% ^a

**%^b

04/01/05

*% ^a

*%^b

09/01/05

*% ^a

*%^b

04/01/06

*% ^a

**%^b

05/01/06

*% ^a

**%^b

AmeriMark^SM 7 SE

11/15/04

*% ^a

**%^b

01/01/05

*% ^a

*%^b

03/01/05

*% ^a

*%^b

09/01/05

*% ^a

*%^b

04/01/06

*% ^a

**%^b

05/01/06

*% ^a

**%^b

^a Guaranteed One-Year Strategy

^b Three Year High Water Mark Strategy

* Confidential information omitted and filed separately with the SEC.

AmeriMark^SM Freedom Equity Index Annuity. LMG’s marketing fees are based on the Contract premium and the Account Value of the Contract.

LMG Marketing Fees: Effective as indicated herein

OVERRIDE MARKETING FEE: The override marketing fee for a Contract shall be the percentage of the premium for such Contract as indicated below:

AmeriMark^SM Freedom

08/01/05

*% ^{b, c}

**%^{a, d}

02/01/06

*% ^{b, c, d}

**%^a

04/01/07

**% ^{b, c, d}

*%^a

06/04/07

*% ^{b, c, d}

**%^a

AmeriMark^SM 7 Freedom

08/01/05

*% ^c

**%^{a, b, d}

02/01/06

*% ^{c, d}

**%^{a, b}

03/01/06

*% ^c

**%^{a, b, d}

05/01/06

**%^{a, b, c, d}

04/01/07

**%^{a, b, c, d}

06/04/07

% ^e

*%^f

AmeriMark^SM SE Freedom

08/01/05

*% ^c

**%^{a, b, d}

02/01/06

*% ^{c, d}

**%^{a, b}

03/01/06

*% ^c

**%^{a, b, d}

05/01/06

**%^{a, b, c, d}

04/01/07

*%^{a, b, c, d}

06/04/07

*% ^e

*%^f

AmeriMark^SM 7 SE Freedom

08/01/05

*% ^{c, d}

**%^{a, b}

05/01/06

*% ^d

**%^{a, b, c}

04/01/07

**% ^d

*%^{a, b, c}

06/04/07

*% ^e

*%^f

LMG TRAIL COMMISSION: In contrast to the commissions under Section III of this Appendix G and the override commission under this Section IV, the trail commission is a monthly fee. Such trail commission for each Contract shall commence on the first day of the * (^*) * following the Contract issue date and end on the date the Contract is no longer in-force. The trail commission for a Contract with respect to a month shall be one tenth of * percent (*%), multiplied by the Account Value for the Contract as of the applicable month, and divided by * (*). The Account Value of a Contract shall be determined for each Contract as set forth in the applicable Contract.

^a Guaranteed One-Year Strategy

^b Three Year High Water Mark Strategy

^c Annual Point to Point Strategy

^d Monthly Point to Point Strategy

^epercentage paid upfront*

^f percentage paid in the *

* Confidential information omitted and filed separately with the SEC.

A portion of the Marketing Allowance will be paid upfront and a portion will be paid in the *. Payment in * is a one time payment based on the annuity value originating from each premium payment. Marketing Allowance rates are based on product version only, not product version and strategy.

All other provisions in the Agreement not specifically amended above remain in effect and unchanged.

IN WITNESS WHEREOF, the parties have executed this Agreement.

Legacy Marketing Group

OM Financial Life Insurance Company

By : /s/ R. Preston Pitts

By: /s/ Bruce Parker

Printed Name: R. Preston Pitts

Printed Name: Bruce Parker

Title: President

Title: Chief Executive Officer

Date: September 4, 2008

* Confidential information omitted and filed separately with the SEC.

EX-10 9 p20678ex10q2.htm EXHIBIT 10(Q)2 AMENDMENT No

Exhibit 10(q)(2)

AMENDMENT NUMBER 2 TO

MARKETING AGREEMENT

THIS AMENDMENT NUMBER 2 TO THE MARKETING AGREEMENT, effective as indicated herein, by and between OM Financial Life Insurance Company, (formerly known as Americom Life & Annuity Insurance Company) (“OMFLIC”), a Maryland corporation, and Legacy Marketing Group (“LMG”), a California corporation.

WHEREAS, OMFLIC and LMG entered into a Marketing Agreement (“Agreement”), wherein LMG agreed to provide specified services relating to the marketing of certain insurance policies issued by OMFLIC;

WHEREAS, OMFLIC and LMG desire to amend to the Agreement.

NOW THEREFORE, in consideration of the foregoing recitals and mutual promises hereinafter contained and other good and valuable consideration, LMG and OMFLIC mutually agree to the following:

“OMFLIC agrees that LMG receives asset-based trail commissions on the policies marketed by LMG, pursuant to either its marketing and administrative agreements between the parties. Effective November 15, 2007, LMG hereby assigns, with OMFLIC’s consent, all OMFLIC asset-based trail commissions to Legacy TM, LP. LMG agrees that OMFLIC’s payment of such asset-based trail commissions to Legacy TM, LP satisfies OMFLIC’s obligations to LMG with respect to such asset-based trail commissions. OMFLIC shall pay such asset-based trail commissions to Legacy TM, LP as long as each such policy generating such asset-based trail commissions remains in force.”

All other provisions in the Agreement not specifically amended above remain in effect and unchanged.

IN WITNESS WHEREOF, the parties have executed this Amendment.

Legacy Marketing Group

OM Financial Life Insurance Company

By : /s/ R. Preston Pitts

By: /s/ Bruce Parker

Printed Name: R. Preston Pitts

Printed Name: Bruce Parker

Title: President

Title: Chief Executive Officer

Date: January 17, 2008

EX-10 10 p20678ex10q3.htm EXHIBIT 10(Q)3 AMENDMENT No

Exhibit 10(q)(3)

AMENDMENT NUMBER 3 TO

MARKETING AGREEMENT

THIS AMENDMENT NUMBER 3 TO THE MARKETING AGREEMENT, effective as indicated herein, by and between OM Financial Life Insurance Company, (formerly known as Americom Life & Annuity Insurance Company) (“OMFLIC”), a Maryland corporation, and Legacy Marketing Group (“LMG”), a California corporation.

WHEREAS, OMFLIC and LMG desire to amend to the Agreement as follows;

NOW THEREFORE, in consideration of the foregoing recitals and mutual promises hereinafter contained and other good and valuable consideration, LMG and OMFLIC mutually agree to the following:

Effective August 1, 2008, *bp of the Override Marketing Fee (Marketing Allowance) set forth in Appendix G, sub-section IV “FEES,” normally paid during the * * (see footnote “f”) will be paid upfront (see footnote “e”).

Appendix E, Authorized OMFLIC Personnel, is modified by deleting Elaine Griffin, Manager of Operations.

All other provisions in the Agreement not specifically amended above remain in effect and unchanged.

IN WITNESS WHEREOF, the parties have executed this Amendment.

Legacy Marketing Group

OM Financial Life Insurance Company

By : /s/ Dayna Wells

By: /s/ Brian Grigg

Printed Name: Dayna Wells

Printed Name: Brian Grigg

Title: Vice President, IT & Product Development

Title: Vice President, Fixed Distribution

Date: October 3, 2008

Date: September 23, 2008

* Confidential information omitted and filed separately with the SEC.

EX-10 11 revisedp20678ex10r.htm EXHIBIT 10(R) ASSIGNMENT OF ASSET BASED TRAIL COMMISSIONS

Exhibit 10(r)

SALE OF A PARTNERSHIP INTEREST

& ASSIGNMENT OF ASSET BASED TRAIL COMMISSIONS

WHEREAS Legacy Marketing Group (“LMG”) is entitled to receive certain asset based trail commissions (“Trail Commissions”) as the result of certain marketing agreements with Transamerica Life Insurance Company, American National Insurance Company, Indianapolis Life Insurance Company, Investors Insurance Company, Old Mutual Financial Life Insurance Company, and Aviva plc (“Insurance Carriers”);

WHEREAS LMG earns these Trail Commissions on the cash value of certain fixed annuity and life insurance products of the Insurance Carriers previously sold by LMG;

WHEREAS LMG’s rights in these Trail Commissions are vested and survive the termination of the marketing agreements with the Insurance Carriers, and will continue for so long as each underlying insurance policy generating such Trail Commissions remains in force;

WHEREAS LMG has caused to be formed and is the sole limited partner of a subsidiary entity known as Legacy TM, LP (“Legacy TM”);

WHEREAS Legacy TM shall cause to be created a class of limited partnership interest called “Class A Limited Partnership Interest” defined to be that interest in the Partnership entitled to receive a) the Trail Commissions received from certain identified insurance policies in force after the Closing (the “Future Trails”); and b) thirty-three and one-third percent (33.33%) of the Trail Commissions revenues received from certain identified insurance policies in force on or before the Closing (the "Current Trails") for the one year period subsequent to the date of this Agreement (after which the receipt of income from the Current Trails shall terminate), less expenses of the partnership chargeable to Class A Partnership Interests, as more fully set forth in the First Amended and Restated Agreement of Limited Partnership (the “Partnership Agreement”), attached hereto as Exhibit A.

WHEREAS Legacy TM desires to purchase the Trail Commissions from LMG as set forth herein; and

WHEREAS LMG desires to transfer and assign all of its rights, title and interest in said Trail Commissions to Legacy TM.,

NOW, THEREFORE, in consideration of the mutual covenants contained herein, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

Page 1 of 24

Sale of Trail Commissions.

At the Closing, as hereinafter defined, and subject to all of the terms and conditions of this Agreement, LMG shall sell and assign to Legacy TM, and Legacy TM shall acquire from LMG, free and clear of any mortgage, security interest, pledge, lien, conditional sales agreement, charge or other encumbrance, all rights, title and interest in and to all Trail Commissions to which LMG is now or may hereinafter become entitled under its current or past marketing agreements with Insurance Carriers.

Purchase Price; Payment.

For the sale and assignment of the Trail Commissions, Legacy TM shall provide the following consideration to LMG at Closing:

the sum of Six Million Five Hundred Thousand Dollars ($6,500,000.00) in cash; and

all of the Class A Limited Partnership Interest of Legacy TM.

Indemnification.

Legacy TM shall indemnify, hold harmless, and defend LMG from and against any claims brought by a third party related to this Agreement or the performance thereof arising out of Legacy TM’s intentional or reckless acts or omissions.

LMG shall indemnify, hold harmless, and defend Legacy TM from and against any claims brought by a third party related to this Agreement or the performance thereof arising out of LMG’s intentional or reckless acts or omissions, including but not limited to any claims that LMG’s rights in the Trail Commissions were encumbered, not transferable, not perfected, or not owned in whole or in part by LMG.

Reporting.

LMG shall provide monthly reports to Legacy TM listing the policy number and policy cash value. Legacy TM shall provide reports to LMG as set forth in the Partnership Agreement.

Closing.

The Closing shall be March 26, 2008.

Representations.

This Assignment shall be binding upon and inure to the benefit of LMG and Legacy TM and their respective successors and assigns. The parties further represent, as appropriate, that each is a legal entity able to enter into this Assignment, that each possesses the appropriate authority to so agree, and that the individual executing this Assignment on behalf of each party is authorized by that party to do so. The parties further agree that each is under no legal restriction or infirmity which would prevent entering into and complying with this Assignment. The parties further agree that no claim, lawsuit, or right of any third party exists which would affect the undertakings in this Assignment.

Page 2 of 24

Representation of LMG.

LMG represents that it owns the Trail Commissions and that it has obtained or will obtain the necessary consents of said Insurance Carriers for this Assignment, and that no such other consent is required to complete the transaction contemplated herein.

Delivery of the Partnership Interest.

Immediately upon Closing, LMG shall be deemed to have fully and completely transferred to Legacy TM all its rights, title and interest, if any, in, as well as possession, custody and control of, the Trail Commission.

LMG agrees that it is receiving and shall take possession of the Class A Partnership Interest in AS IS, WHERE IS, condition and acknowledges that it has previously been given the opportunity to and has conducted such investigations and inspections of the Class A Partnership Interest and its underlying assets as it has deemed necessary or appropriate for the purposes of this Agreement.

Investment Intent.

LMG is acquiring the Class A Partnership Interest for the purpose of investment and not with a view to, or for resale in connection with, any distribution thereof in violation of the Securities Act of 1933, as amended (the "Securities Act"). LMG acknowledges that the Class A Partnership Interest to be received is not registered under the Securities Act or any applicable state securities law, and that such Class A Partnership Interest may not be transferred or sold except pursuant to the registration provisions of such Securities Act or pursuant to an applicable exemption therefrom and pursuant to state securities laws and regulations as applicable, and that any certificate representing the Class A Partnership Interest will bear appropriate legends to that effect.

10.

Entire Agreement.

11.

Severability.

If any provision of this Agreement or the application thereof to any person or in any circumstances shall be held to be invalid, unlawful, or unenforceable to any extent, the remainder of this Agreement, and the application of such provision other than to the persons or in the circumstances deemed invalid, unenforceable or unlawful, shall not be affected thereby, and each remaining provision hereof shall continue to be valid and may be enforced to the fullest extent permitted by law.

12.

Construction and Interpretation.

This Agreement shall be construed and interpreted in accordance with the substantive laws of the State of California without reference to the principles of conflict of laws of such state.

Page 3 of 24

13.

Jurisdiction and Venue.

The parties agree to the exclusive jurisdiction and venue of the federal and state courts in Sonoma County, California, for any dispute arising out of this Assignment.

IN WITNESS HEREOF, the parties hereto have executed this Assignment.

LEGACY MARKETING GROUP

LEGACY TM, LP

By: /s/ R. Preston Pitts

R. Preston Pitts, General Partner:

/s/ R. Preston Pitts

Its: /i/ RPP

Date: March 26, 2008

Lynda Pitts, General Partner:

/s/ Lynda Pitts

Page 4 of 24

EXHIBIT A

AMENDED AND RESTATED

AGREEMENT OF LIMITED PARTNERSHIP

LEGACY TM, LP

FIRST AMENDED AND RESTATED

AGREEMENT OF LIMITED PARTNERSHIP

LEGACY TM, LP

This First Amended and Restated Agreement of limited partnership made March 26, 2008 between Preston Pitts and Lynda Regan, individuals with an office in California located at 2090 Marina, Petaluma, California 94954 collectively referred to in this agreement as the General Partner or General Partners, and all the parties who sign copies of this agreement to become Limited Partners, including any persons hereafter admitted to the Partnership as additional General Partners or Limited Partners.

WHEREAS, the Partnership was formed pursuant to a Certificate of Limited Partnership, dated as of October 3, 2007, which was executed by the organizer and filed for recordation in the office of the Secretary of State of the State of California on October 4, 2007 and a Limited Partnership Agreement dated as of October 4, 2007 between the General Partner and the Initial Limited Partner; and

WHEREAS, the parties desire to enter into this Amended and Restated Agreement of Limited Partnership of the Partnership to create Class A Limited Partnership Interests and Class B Limited Partnership Interests, and permit the withdrawal of the Initial Limited Partner and the admission of the parties listed on Schedule A as limited partners of the Partnership, and further to make the modifications set out in this Agreement.

NOW, THEREFORE, in consideration of the mutual promises and agreements herein made and intending to be legally bound hereby, the parties agree to amend and restate the Limited Partnership Agreement of the Partnership in its entirety to read as follows:

ARTICLE ONE

DEFINITIONS

1.1

Definitions. As used in this agreement, the indicated terms will have the following meanings:

1.1.1

"Act" will mean the California Revised Limited Partnership Act, as amended from time to time.

1.1.2

"Additional Limited Partners" will mean those persons admitted to the partnership pursuant to Paragraph 3.3.1.

1.1.3

"Affiliate" will mean, when used with reference to a specified person, any person that directly or indirectly, through one or more intermediaries, controls or is controlled by or is under common control with the specified person, or any person that is an officer of, partner in, or trustee of, or serves in a similar capacity with respect to the specified person or of which the specified person is an officer, partner, or trustee, or with respect to which the specified person serves in a similar capacity.

Page 5 of 24

1.1.4

"Agreement" shall mean this First Amended and Restated Agreement of Limited Partnership, as originally executed and as amended, modified, supplemented, or restated from time to time, as the context requires.

1.1.5

“Capital Account” and “Class Capital Account” shall have the following meanings:

(a)

The individual Capital Account that shall be established and maintained for each Partner, composed of all of the “Class Capital Accounts” of that Partner.

(b)

Individual Class Capital Account shall be established and maintained for each Partner in accordance with the following provisions:

(i)

(i) The Partnership intends to own and manage a stream of trailing commissions from insurance contracts (“Trailing Commissions”). The Partnership will establish one or more classes of Partner interests (each a “Class”), each of which will be entitled to receive income from certain Trailing Commissions. At the time that all of the contracts resulting in Trailing Commissions for a particular Class are terminated, or the class of partnership interest is liquidated by the Partnership, the General Partner in its exclusive discretion may terminate the Class Capital Accounts that relate to those Trailing Commissions and cause any balances in those Class Capital Accounts to be distributed to those Partners;

(ii)

After establishing for each Partner each Class Capital Account, there shall be credited thereto any additional Capital Contributions by such Partner designated for such Class, such Partner’s share of Profits with respect to that Class Capital Account, any items in the nature of income or gain that are specially allocated thereto pursuant hereto and the amount of any Partnership liabilities relating to that Class Capital Account that are personally assumed by such Partner or that are secured by any Partnership property distributed to such Partner;

(iii)

From each Class Capital Account of each Partner, there shall be debited the amount of cash and the fair market value of any Partnership property distributed to or withdrawn by such Partner pursuant to any provision of this Agreement and that is designated by the General Partner as being distributed from that Class Capital Account, the balance of that Class Capital Account if the General Partner elects to terminate it, such Partner’s share of Loss with respect to that Class Capital Account, any items in the nature of expenses or loss that are specially allocated thereto pursuant hereto and the amount of any liabilities of such Partner that are secured by any property contributed by such Partner to the Partnership; and

(iv)

In determining the amount of any liability, there shall be taken into account Code section 752(c) and any other applicable provisions of the Code and Regulations.

(c)

If any interest in the Partnership is transferred in accordance with this Agreement, the transferee shall succeed to the Capital Account and Class Capital Accounts of the transferor to the extent that it relates to the transferred interest.

(d)

The foregoing provisions and other provisions of this Agreement relating to the maintenance of Capital Accounts and Class Capital Accounts are intended to comply with Regulations section 1.704-1(b), and shall be interpreted and applied in a manner consistent therewith. If the General Partner determines that it is prudent to modify the manner in which the Capital Accounts and Class Capital Accounts, or any debits or credits thereto, are computed in order to comply with Regulations section 1.704-1(b), the General Partner may make such modification if it is not likely to have a material adverse effect on amounts distributable to any Partner pursuant hereto

Page 6 of 24

on the dissolution of the Partnership. The General Partner shall adjust the amounts debited or credited to Capital Accounts and Class Capital Accounts with respect to any property contributed to the Partnership or distributed to a Partner and any liabilities secured by such contributed or distributed property or assumed by the Partnership or Partner in connection with such contribution or distribution if the General Partner determines that such adjustments are necessary or appropriate under Regulations section 1.704-1(b)(2)(iv). The General Partner shall also make any appropriate modifications if unanticipated events might cause this Agreement not to comply with Regulations section 1.704-1(b), and the General Partner shall make all elections provided for under such Regulations.

1.1.6

"Capital Contribution" will mean the total amount of cash, securities, or other instruments contributed to the partnership by all the partners or any class of partners or any one partner, as the case may be (or the predecessor holders of the interest of such partner or partners).

1.1.7

“Class A Limited Partner” means any Person who becomes a Class A Limited Partner pursuant to the terms of this Agreement and identified as a Class A Limited Partner on Schedule A.

1.1.8

“Class B Limited Partner” means any Person who becomes a Class B Limited Partner pursuant to this Agreement and identified as a Class B Limited Partner on Schedule A.

1.1.9

“Class A Limited Partnership Interest” means that Interest in the Partnership entitled to receive the trailing commission revenues received from certain identified insurance policies in force after March 26, 2008 (the “Future Trails”), and thirty-three and one-third percent (33.33%) of the trailing commission revenues received from certain identified insurance policies in force on or before March 26, 2008 (the "Current Trails") for the one year period subsequent to the date of this Agreement (after which the receipt of income from the Current Trails shall terminate), less expenses of the partnership chargeable to Class A Partnership Interests.

1.1.10

“Class B Limited Partnership Interest” means that Interest in the Partnership entitled to receive a portion of the Current Trails equal to sixty-six and two thirds percent (66.67%) of the Current Trails for the one year period subsequent to the date of this Agreement and 100% of Current Trails thereafter, plus any other income of the partnership not otherwise allocated to Class A Limited Partnership Interests herein below, less expenses of the partnership chargeable to Class B Partnership Interests.

1.1.11

"Distributable Cash" will mean with respect to any period all cash revenues of the partnership (not including (a) capital contributions, (b) funds received by the partnership in respect of indebtedness incurred by the partnership, (c) interest or other income earned on contemporary investment of partnership funds pending utilization, and (d) proceeds from the sale of assets in partial or complete liquidation of the partnership), less the sum of the following: all amounts expended by the partnership pursuant to this agreement in such period; and such working capital or reserves or other amounts as the general partner reasonably determines to be necessary or appropriate for the proper operation of the partnership business and its winding up and liquidation.

1.1.12

"General Partner" shall mean Preston Pitts, Lynda Regan, or any person who, at the time of reference, serves as general partner of the partnership, whether individually or collectively.

1.1.13

"Interest" will mean the ownership interest of a partner in the partnership at any particular time, including the right of such partner to any and all benefits to which a partner may be entitled as provided in this agreement, together with the obligations of such partner to comply with all the terms and provisions of this agreement. A partner’s interest in the limited partnership shall be the percentage computed by dividing that Partner’s Class Capital Account balance at that date by the aggregate of all Partners’ Capital Account balances of all classes at that date. Reference to a majority or a specified percentage in interest of the limited partners will mean limited partners whose Interest represents over fifty percent (50%), or such other specified percentage, respectively, of the Interest of all limited partners.

Page 7 of 24

1.1.14

"Limited Partner" will mean any person who is a limited partner (whether the initial limited partner, an additional limited partner, or a substituted limited partner) at the time of reference, in such person's capacity as a limited partner of the partnership.

1.1.15

"Partners" will mean both the general partner and the limited partners unless otherwise indicated.

1.1.16

"Person" will mean any individual, partnership, limited partnership (domestic or foreign), trust, estate, association, corporation, or other entity.

1.1.17

"Profits or Losses" will mean the profits or losses of the partnership for federal income tax purposes, including, without limitation, each item of partnership income, gain, loss, deduction, or credit.

1.1.18

"Substituted Limited Partner" will have the meaning given in Paragraph 8.6.

ARTICLE TWO

FORMATION AND STRUCTURE

2.1

Formation of Limited Partnership. The undersigned parties hereby establish the limited partnership pursuant to the provisions of the Act. The rights and liabilities of the partners shall be as provided in the Act, except as otherwise provided in this agreement. The partnership will continue without interruption as a limited partnership pursuant to the provisions of the Act after the admission to the partnership of the additional limited partners pursuant to Paragraph 3.3.1, and the withdrawal of the initial limited partners.

2.2

Name. The name of the partnership will be Legacy TM, LP. However, the business of the partnership may be conducted, upon compliance with all applicable laws, under any other name designated in writing by the general partner to the limited partners.

2.3

Principal Place of Business. The partnership's principal place of business will be such place or places as the general partners may from time to time designate in writing to the limited partners.

2.4

Purpose. The business of the partnership is to own and manage the receipt of an income stream or balloon payment from insurance contracts entered into by or on behalf of Legacy Marketing Group, commonly known as an asset based trailing commission, and to collateralize such income stream. The Partnership shall have the power to do all acts and things in furtherance of and incidental to this business, and to have and exercise all the powers and to engage in any lawful business related or incidental to the stated business purpose.

2.5

Term. The term of the partnership shall be from the date of this agreement until February 22, 2108, unless sooner terminated as subsequently provided.

2.6

Filing of Certificates. The general partner will execute, file and publish all certificates, notices, statements or other instruments required by law for the formation or operation of a limited partnership in all jurisdictions where the partnership may elect to do business.

2.7

Partnership Act of 2008. The partners agree that this Partnership Agreement shall be governed by the Uniform Limited Partnership Act of 2008.

Page 8 of 24

ARTICLE THREE

PARTNERS' NAMES, ADDRESSES, CAPITAL CONTRIBUTIONS, PARTNERSHIP UNITS AND

INTEREST IN PARTNERSHIP

3.1

General Partner.

3.1.1

The name, address, and capital contribution, if any, of the general partner are set forth in Schedule A, attached to this agreement, as amended from time to time.

3.1.2

The general partner, as general partner, shall not be required or permitted to make any additional capital contribution to the partnership, except as set forth in Paragraph 3.1.1.

3.2

Initial Limited Partner.

3.2.1

The name, address, capital contribution, and Interest of the initial limited partner are set forth on Schedule A attached to this agreement, as amended from time to time.

3.2.2

Upon the admission of the additional limited partners pursuant to paragraph 3.3.1, the initial limited partner shall withdraw from the partnership and will be entitled to immediate return of his or her capital contribution without interest or reduction.

3.3

Additional limited partners.

3.3.1

The names, addresses, class of partnership interest, and capital contributions of the additional limited partners are as set forth in Schedule A attached to this agreement, as amended from time to time.

3.3.1

No limited partner will be required or authorized to make any additional capital contributions to the partnership.

3.4

No Interest; No Return. No partner will have any right to demand or receive the return of his or her or its capital contribution to the partnership. No partner will be entitled to interest on any capital contribution to the partnership or on such partner's capital account.

3.5

General Partner as Limited Partner. The general partner will also be a limited partner to the extent that it purchases or becomes a transferee of all or any part of the interest of a limited partner, and to such extent will be treated in all respects as a limited partner, and the consent of the limited partners to such transfer to the general partner need not be obtained. The general partner's capital contributions referred to in Paragraph 3.1.1 of this agreement will be made in its capacity as general partner and such contributions will not entitle the general partner to any rights of a limited partner, including, without limitation, those rights set forth in Article Eight.

3.6

Withdrawal of Initial Limited Partner. The execution of this Agreement by the Initial Limited Partner constitutes its withdrawal as a limited partner of the Partnership. An amount equal to the balance of the Capital Account of the Initial Limited Partner shall be distributed to such Initial Limited Partner on the date of this Agreement.

Page 9 of 24

ARTICLE FOUR

ALLOCATION OF PROFITS OR LOSSES; DISTRIBUTIONS

4.1

Profits or Losses. Among the limited partners, Profits and Losses will be allocated to the Partners in proportion to the Interest of each limited partner in such limited partners class

4.2

Allocation Among Partners Subsequent to Assignment. The profits of the partnership attributable to any interest in the partnership acquired by reason of an assignment from a partner, as permitted herein, will be allocated between the assignor and the assignee based upon the length of time in any fiscal period of the partnership, as measured by the effective date of the assignment (determined as specified in Paragraph 8.4), during which the interest in the partnership so assigned was owned by each of them.

4.3

Distribution of Partnership Funds. All distributable cash may, at the election of the General Partner, be distributed to the partners within 20 days after the close of each calendar month or more frequently as determined by the General Partner, in proportion to their Interest in the partnership, or according to Paragraph 8.11 if such partner is a Liquidating Partner.

ARTICLE FIVE

RECORDS AND ACCOUNTING; REPORTS

5.1

Records and Accounting. Proper and complete records and books of account of the business of the partnership will be maintained at the partnership's principal place of business, and each limited partner and his or her authorized representative will have access to them, upon reasonable notice and for a proper purpose, at all reasonable times during business hours. Such books and records of the partnership will be kept on the cash basis of accounting, which will be the method of accounting filed by the partner ship for federal income tax purposes. The external financial statements of the partnership will be prepared in accordance with generally accepted accounting principles consistently applied, and will be appropriate and adequate for the partnership's business and for the carrying out of all provisions of this agreement.

5.2

Tax Returns. The general partner will cause income tax and information returns for the partnership to be prepared and filed at the appropriate times with the appropriate authorities, as required.

5.3

Annual Reports. Within 90 days after the end of each fiscal year, or as soon as possible thereafter, the general partner will cause to be delivered to each person who was a partner at any time during the fiscal year, copies of all federal, state and local tax and informational returns as required by statute.

5.4

Blue Sky and SEC Information. The general partner will prepare and file with the appropriate state authorities all reports required to be filed by state securities or "Blue Sky" authorities, and will also prepare and file with the Securities and Exchange Commission all reports required to be filed with such agency.

5.5

Trade Secrets. Anything in this agreement to the contrary notwithstanding, the partnership will have no obligation to disclose to any limited partner any trade secret or confidential or similar information, the disclosure of which the general partner reasonably believes may adversely affect the partnership's business.

ARTICLE SIX

FISCAL AFFAIRS

6.1

Fiscal Year. The fiscal year of the partnership will be the calendar year.

Page 10 of 24

6.2

Partnership Funds. The liquid funds of the partnership will be deposited in such bank account or accounts, or will be invested in such interest-bearing or noninterest-bearing investments, including, without limitation, checking and savings accounts, certificates of deposit and time or demand deposits in commercial banks, or any other such security as is customary in the industry, and as will be designated by the general partner. Such funds shall not be commingled with funds of any other person. Withdrawals will be made upon such signatures as the general partner may designate.

6.3

Accounting Decisions. All decisions as to accounting principles, except as specifically provided to the contrary in this agreement, will be made by the general partner on a basis that is acceptable to the partnership's independent certified public accountants.

6.4

Interim Closing of the Books. There will be an interim closing of the books of account of the partnership as of the date of the admission of additional limited partners pursuant to Paragraph 3.3.1 and the withdrawal of the initial limited partner, and at such times as the general partner shall determine are required by good accounting practices or may be appropriate under the circumstances.

ARTICLE SEVEN

RIGHTS AND DUTIES OF THE GENERAL PARTNER

7.1

Management Power. The general partner will have exclusive management and control of the business of the partnership, and all decisions regarding the management and affairs of the partnership will be made by the general partner. The general partner will have all the rights and powers of general partners as provided in the Act and as otherwise provided by law. Except as otherwise expressly provided in this agreement, the general partner is hereby granted the right, power and authority to do on behalf of the partnership all things that, in its sole judgment, are necessary, proper, or desirable to carrying out the above-mentioned duties and responsibilities, including, but not limited to, the right, power, and authority from time to time to do the following:

(a)

Incur all expenditures permitted by this agreement;

(b)

Employ and dismiss from employment any and all employees, agents, independent contractors, attorneys, and accountants;

(c)

Enter into any sales, agency, or dealer agreements with respect to the sale of interests to additional limited partners;

(d)

Admit an assignee of a limited partner's interest to be a substituted limited partner in the partnership, pursuant to and subject to the terms of Paragraphs 8.3 and 8.6, without the consent of any limited partner;

(e)

To the extent that funds of the partnership are, in the general partner's judgment, not required for the conduct of the partnership business, temporarily invest the excess funds in the manner set forth in Paragraph 6.2;

(f)

Prosecute and protect and defend or cause to be protected and defended all patents, patent rights, trade names, trademarks, and service marks, and all applications with respect thereto that may be held by the partnership;

(g)

Enter into, execute, amend, supplement, acknowledge and deliver any and all contracts, agreements, licenses or other instruments (including without limitation those identified on Schedule B attached to this agreement) necessary, proper or desirable to carry out the purposes of the partnership’

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(h)

Borrow money from banks and other lending institutions for any Partnership purpose and, in connection therewith, mortgage, pledge or hypothecate any assets of the Partnership, individually or collectively, including the Current Trails, the Future Trails, or any other identifiable asset or income stream, to secure repayment of the borrowed sums, and no bank, other lending institution or other person to which application for a loan is made by the General Partner shall be required to inquire as to the purposes for which such loan is sought, and as between the Partnership and such bank, other lending institution or person, it shall be conclusively presumed that the proceeds of such loan are to be and will be used for purposes authorized hereunder;

7.1.1

The general partner will use its best efforts to cause the partnership to be formed, reformed, qualified, or registered under assumed or fictitious name statutes or similar laws in any state in which the partnership owns property or transacts business if such formation, reformation, qualification, or registration is necessary in order to protect the limited liability of the limited partners or to permit the partnership lawfully to own property or to transact business.

7.2

Rights of Public to Rely on Authority of General Partner. No person will be required to determine the general partner's authority to make any undertaking on behalf of the partnership.

7.3

Obligations of General Partner. The general partner shall:

(a)

Devote to the partnership and apply to the accomplishment of partnership purposes so much of its time and attention as may be necessary or advisable to the proper management of the affairs of the partnership;

(b)

Cause the partnership to have workers' compensation, employer's liability, public liability and property damage insurance in amounts required by law or believed by the general partner to be adequate, whichever is greater;

(c)

Maintain a partnership Capital Account and Class Capital Account for each partner; and

(d)

Cause the partnership to enter into and to carry out the obligations of the partnership contained in the agreements set forth on Schedule B attached to this agreement and cause the partnership not to take any action in violation of such agreements.

7.4

Good Faith. The general partner will manage and control the affairs of the partnership to the best of its ability, and the general partner will use its best efforts to carry out the purposes of the partnership for the benefit of all the partners. In exercising its powers, the general partner recognizes its fiduciary responsibility to the partnership.

7.5

Compensation; Expenses; Reimbursement; Indemnification.

7.5.1

The compensation paid as a Management Fee to the General Partners for the General Partners’ services in managing the Partnership shall be determined by the vote of a majority of Limited Partners upon the consent of the General Partners. This provision will not effect the general partner's right to receive reimbursement for amounts expended as set forth in Paragraph 7.5.2, or to receive compensation or other payments pursuant to contracts entered into as provided in Paragraph 7.7. The General Partner may waive all or any portion of the Management Fee with respect to any Limited Partner in any period, and hereby waives the Management Fee for the one year period following the execution of this Agreement.

7.5.2

The general partner will be entitled to receive out of partnership funds available therefor, reimbursement of all amounts expended by the general partner in payment out of its own funds of properly incurred partnership obligations, including amounts expended prior to the entry of additional limited partners into the partnership. Reimbursement pursuant to this Paragraph 7.5.2 will not duplicate payments to the general partner under any other agreement.

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7.5.3

Neither the general partner nor any of its officers, directors, or agents will be liable to the partnership or to the limited partners for any act or omission based upon errors of judgment or other fault in connection with the business or affairs of the partnership, so long as the person against whom liability is asserted acted in good faith on behalf of the partnership and in a manner reasonably believed by such person to be within the scope of his or her or its authority under this agreement and in the best interests of the partnership, but only if such action or failure to act does not constitute negligence or misconduct. The partnership agrees to indemnify the general partner and its officers, directors and agents to the fullest extent permitted by law and to save and hold them harmless from and in respect of all (a) fees, costs, and expenses incurred in connection with or resulting from any claim, action, or demand against the general partner, the pa rtnership or any of their officers, directors, or agents that arise out of or in any way relate to the partnership, its properties, business, or affairs and (b) such claims, actions, and demands any losses or damages resulting from such claims, actions, and demands, including amounts paid in settlement or compromise (if recommended by attorneys for the partnership) of any such claim, action, or demand. However, this indemnification shall apply only so long as the person against whom a claim, action, or demand is asserted has acted in good faith on behalf of the partnership and in a manner reasonably believed by such person to be within the scope of his or her or its authority under this agreement and in the best interests of the partnership, but only if such action or failure to act does not constitute negligence or misconduct. Determination of any action, suit, or proceeding by judgment, order, settlement, or upon a plea of nolo contendere or its equivalent will not, of itself, create a presumption that any person acted with negligence or misconduct.

7.5.4

The Partnership will be responsible for, and may directly pay or reimburse General Partner, at the discretion of the General Partner, all expenses of the partnership ("Partnership Expenses") including without limitation:

(a)

all organizational costs and expenses, including costs and expenses of offering or selling limited partner interests therein (including, without limitation, legal and accounting fees);

(b)

all principal, interest, and financing charges on Partnership borrowings (whether secured or not);

(c)

all costs related to litigation involving the Partnership, directly or indirectly, including, without limitation, attorneys' fees incurred in connection therewith;

(e)

the costs of any litigation, director and officer liability or other insurance and indemnification or extraordinary expense or liability relating to the affairs of the Partnership;

(f)

all expenses of liquidating the Partnership; and

(g)

any taxes, fees or other governmental charges levied against the Partnership and all expenses incurred in connection with any tax audit, investigation, settlement or review of the Partnership.

7.5.5

Partnership Expenses shall be allocated among the Class A Partners and Class B Partners in amounts that are deemed equitable by the General Partner. Notwithstanding the foregoing:

(a)

all principal, interest and financing charges, and other expenses attributed to the purchase, encumbrance, or liquidation of all or a portion of a Class A Partnership Interest, or for any loan or lien secured by the trailing commissions allocated and payable to the Class A Partnership Interest, shall be allocated to the Class A Partnership Interest; and

(b)

all principal, interest and financing charges, and other expenses attributed to the purchase, encumbrance, or liquidation of all or a portion of a Class B Partnership Interest, or for any loan or lien secured by the trailing commissions allocated and payable to the Class B Partnership Interest, shall be allocated to the Class B Partnership Interest.

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7.6

Other Business Ventures. Any partner, or any shareholder, director, employee, affiliate or other person holding a legal or beneficial interest in any entity that is a partner, may engage in or possess an interest in other business ventures of every nature and description, independently or with others, whether such ventures are competitive with the partnership or otherwise; and, except as expressly provided in the agreements listed in Schedule B, neither the partnership nor the partners will have any right by virtue of this agreement in or to such independent ventures or to the income or profits derived from such ventures.

7.7

Contracts With the General Partner or its Affiliates. The general partner may, on behalf of the partnership, enter into contracts with the general partner or any affiliate of the general partner, including, without limitation, the contracts set forth on Schedule B. The validity of any transaction, agreement, or payment involving the partnership and the general partner or any affiliate of the general partner otherwise permitted by its terms of the agreement will not be affected by reason of the relationship between the partnership and the general partner or such affiliate of the general partner or the approval of such transaction, agreement or payment by officers or directors of the general partner.

ARTICLE EIGHT

RIGHTS AND OBLIGATIONS OF LIMITED PARTNERS

8.1

No Participation in Management. No limited partner (other than the general partner if it has acquired an interest of a limited partner under Paragraph 3.5 of this Agreement) will take part in the management of the partnership's business, transact any business in the partnership's name, or have the power to sign documents for or to otherwise bind the partnership.

8.2

Limitation of Liability. Pursuant to the Act (and provided that such limited partner does not, in addition to the exercise of his or her or its rights and powers as a limited partner, take any part in the control of the business of the partnership), no limited partner will have any personal liability whatsoever in his or her or its capacity as a limited partner for the debts of the partnership or any of the losses beyond the amount committed by such partner to the capital of the partnership as set forth from time to time opposite his or her or its name on Schedule A. Each interest will be fully paid and nonassessable.

8.3

Transfer of Limited Partner's Interest.

8.3.1 Subject to any restrictions on transferability required by law or contained elsewhere in this agreement, a limited partner may assign in writing, with the sole approval of the general partner, his or her or its interest in the partnership, provided:

(a)

The assignee meets all of the requirements applicable to an additional limited partner for a limited partnership interest, including those requirements contained herein, and consents in writing in a form satisfactory to the general partner to be bound by the terms of this Agreement as if he or she or it were an additional limited partner;

(b)

The general partner consents in writing to the assignment, which consent may be withheld for any reason including, but not limited to whether the assignment would jeopardize the status of the partnership as a partnership for federal income tax purposes, or would violate, or cause the partnership to violate, any applicable law or governmental rule or regulation, including without limitation, any applicable federal or state securities law; and

(c)

If requested by the general partner, an opinion from counsel for the partnership is delivered to the general partner stating that, in the opinion of such counsel, such assignment would not jeopardize the status of the partnership as a partnership for federal income tax purposes and would not violate, nor cause the partnership to violate, any applicable law or governmental rule or regulation, including without limitation, any applicable federal or state securities law; and

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(d)

The assignor has paid in full, in cash, his or her or its capital contribution. By executing this agreement, each limited partner will be deemed to have consented to any assignment consented to by the general partner. Anything contained in this agreement to the contrary notwithstanding, in no event will an assignment be made to a minor (except in trust or pursuant to the Uniform Transfers to Minors Act) or an incompetent.

8.3.2

Each limited partner agrees that he or she will, upon request of the general partner, execute such certificates or other documents, and perform such acts, as the general partner may deem appropriate after an assignment of interest upon the limited partner to preserve the limited liability status of the partnership under the laws of the jurisdictions in which the partnership is doing business. For purposes of this paragraph, a transfer of an interest in the partnership, whether voluntary or by operation of law, will be considered an assignment.

8.3.3

Any purported assignment of an interest in the partnership that is not made in compliance with this agreement is hereby declared to be null and void and of no force or effect whatsoever.

8.3.4

Each limited partner agrees that he or she will, prior to the time the general partner consents to an assignment of interest by that limited partner, pay all reasonable expenses, including attorney fees, incurred by the partnership in connection with such assignment.

8.3.5

Each of the limited partners, by executing this agreement, hereby covenants and agrees that he or she will not, in any event, sell or distribute his or her interest or any portion of such interest unless, in the opinion of counsel to the assignee (which counsel and opinion will be satisfactory to counsel for the general partner) such interest may be legally sold or distributed in compliance with then-applicable state and federal statutes, and the consent of the general partner has been received.

8.4

Assignee's Rights. An assignee of any interest will be entitled to receive distributions of cash or other property from the partnership attributable to such interest after the effective date of the assignment. The effective date of an assignment of an interest under the provisions of this Article Eight for the purposes of partnership accounting will be the date the assignment is accepted by the general partner, which will not be more than five (5) business days following the receipt of written notice of assignment and fulfillment of all conditions precedent to such assignment provided for in this agreement.

8.5

Satisfactory Written Assignment Required. Anything in this agreement to the contrary notwithstanding, both the partnership and the general partner will be entitled to treat the assignor of an interest as the absolute owner of such interest in all respects, and will incur no liability for distributions of cash made in good faith to such assignor, until such time as a written assignment that conforms to the requirements of this Article Eight has been received by the partnership and accepted by the general partner.

8.6

Substituted Limited Partner.

8.6.1 The general partner may, but need not, in its sole discretion, permit an assignee or transferee (whether such assignee or transferee has acquired his or her or its interest by virtue of a voluntary assignment pursuant to Paragraph 8.3, an involuntary transfer or a transfer by operation of law) of the interest (or a part thereof) of a limited partner to be and become a substituted limited partner ("Substituted Limited Partner") in the partnership entitled to all rights and benefits under this agreement of the transferor or assignor of such interest. No such assignee or transferee will be or become a substituted limited partner unless and until the general partner in writing consents to the admission of such person as a substituted limited partner, which consent may be withheld in the absolute discretion of the general partner. The partners hereby consent and agree to such admission of a substituted limited partner by the general partner, an d agree that the general partner may, on behalf of each partner and on behalf of the partnership, cause the Certificate of Limited Partnership of the partnership to be appropriately amended, and recorded as so amended, and Schedule A, attached to this agreement, to be appropriately amended, in the event of such admission.

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8.6.2

Each substituted limited partner, as a condition to his or her or its admission as a limited partner, will execute and acknowledge such instruments, in form and substance satisfactory to the general partner, as the general partner may deem necessary or desirable to effectuate such admission and to confirm the agreement of the substitute limited partner to be bound by all the terms and provisions of this agreement with respect to the interest acquired. All reasonable expenses, including attorney fees, incurred by the partnership in this regard will be borne by such substituted limited partner.

8.6.3

Any person who acquires an interest or is admitted to the partnership as a substituted limited partner or as a successor general partner will be subject to and bound by all the provisions of this agreement as if originally a party to this agreement.

8.7

Indemnification and Terms of Admission. Each limited partner will indemnify and hold harmless the partnership, the general partner and every limited partner who was or is a party to or is threatened to be made a party to any threatened, pending or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, by reason of or arising from any actual or alleged misrepresentation or misstatement of or failure to state facts made, or admitted to be made, by such limited partner in connection with any assignment, transfer, encumbrance, or other disposition of all or any part of an interest, or the admission of a substituted limited partner to the partnership, against expenses for which the partnership or such other person has not otherwise been reimbursed (including attorney fees, judgments, fines, and amounts paid in settlement) actually and reasonably incurred by him or her in connection with such action, suit or pro ceeding.

8.8

Substitution Required for Vote. Unless and until an assignee of an interest in the partnership becomes a substituted limited partner, such assignee will not be entitled to vote with respect to such interest.

8.9

Effective Date. The effective date of admission of a substituted limited partner will be the date designated by the general partner in writing to the substituted limited partner, which will not be later than the first day of the fiscal quarter of the partnership next following the date upon which the general partner has given its written consent to such substitution.

8.10

Death or Incapacity of Limited Partner. The death or legal incapacity of a limited partner will not cause a dissolution of the partnership, but the rights of such limited partner to share in the profits or losses of the partnership, to receive distributions of partnership funds and to assign his or her interest pursuant to Paragraph 8.3, or to cause the substitution of a substituted limited partner pursuant to Paragraph 8.6, shall, on the happening of such an event, devolve on his or her personal representative, or in the event of the death of one whose interest is held in joint tenancy, passed to the surviving joint tenants, subject to the terms and conditions of this agreement, and the partnership will continue as a limited partnership. However, in no event will such personal representative become a substituted limited partner solely by reason of such capacity. The estate of the limited partner will be liable for all the obligations of the deceas ed or incapacitated limited partner. Upon the death or incapacity of a limited partner, the general partner shall have the right to liquidate the limited partner’s interest in the partnership pursuant to Paragraph 8.11.

ARTICLE NINE

TERMINATION AND DISTRIBUTION

9.1

Termination. The partnership will continue in effect until February 22, 2108, unless sooner terminated upon the occurrence of any one or more of the following events:

(a)

The passage of thirty (30) days after the dissolution or bankruptcy of the general partner, unless the limited partners elect to carry on the business pursuant to Paragraph 9.4;

Page 16 of 24

(b)

The sale of all or substantially all of the partnership's assets as permitted by this agreement. However, entering into one or more license agreements will not be deemed a sale of assets for these purposes; or

(c)

Termination required by operation of law.

9.2

Assumption of Agreements. No vote by the limited partners to terminate the partnership pursuant to Paragraph 9.1 will be effective unless, prior to or concurrently with such vote, there are established procedures for the assumption of the partnership's obligations under the agreements listed on Schedule B, and all related agreements still in force immediately prior to such vote regarding termination, and there is an irrevocable appointment of an agent empowered to give and receive notices, reports, and payments under such agreements, and to own and exercise such other powers as are necessary to permit all parties to such agreements to deal with such agent as if the agent were the sole owner of the partnership's interest, which procedures are agreed to in writing by each of the other parties to such agreements.

9.3

Distribution.

9.3.1

Upon termination of the partnership, the affairs of the partnership will be wound up and all of its debts and liabilities discharged in the order of priority as provided by law. The fair market value of the respective remaining assets of the partnership will then be determined, with the fair market value of any assets other than cash being determined by an independent appraiser selected by the general partner. Thereupon, the assets of the partnership will be distributed to the general partner and the limited partners in order of priority required by law. Each partner will receive his or her share of the assets in cash or in kind, and the proportion of such share that is received in cash may vary from partner to partner according to each partner’s Interest, or as the general partner in its sole discretion may decide. If such distributions are insufficient to return to any partner the full amount of his or her capital contributions, such partner will h ave no recourse against any other partner.

9.3.2

The winding up of the affairs of the partnership and the distribution of its assets will be conducted exclusively by the general partner or its successor, which is hereby authorized to do all acts authorized by law for these purposes. Without limiting the generality of the foregoing, the general partner, in carrying out such winding up and distribution, will have full power and authority to sell all or any of the partnership assets or to distribute the same in kind to the partners in proportion to their Interest. Any assets distributed in kind will be subject to all operating agreements or other agreements relating thereto that shall survive the termination of the partnership. In the event of the termination of the partnership by the affirmative vote of the limited partners as provided by this agreement, any distribution of rights of the partnership under the agreements listed on Schedule B, and all related agreements, will be subject to the conditions se t forth in Paragraph 9.2.

9.4

Election to Carry On Business. In the event of the resignation or withdrawal of the general partner in violation of this agreement, the limited partners may, if and to the extent permitted under the Act, within thirty (30) days of such resignation or withdrawal, elect to carry on the business of the partnership with one or more substituted general partners by the affirmative vote of a majority in interest of the limited partners (other than the general partner or any of its affiliates). No such vote will entitle the resigned or withdrawn partner to the return of his or her or its capital contribution. Any resignation or withdrawal under this Agreement will be deemed a retirement.

ARTICLE TEN

AMENDMENTS AND MEETINGS

10.1

Amendment by Limited Partners. Except as otherwise required by law, this agreement may not be amended in any respect by the limited partners without the consent of the general partner.

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10.2

Amendment by General Partner. In addition to any amendments otherwise authorized, this agreement may be amended from time to time by the general partner without the consent of any of the limited partners (a) to add to the representations, duties, or obligations of the general partner or to surrender any right or power granted to the general partner in the agreement; (b) to cure any ambiguity, correct or supplement any provision of the agreement that may be inconsistent with any other provision in the agreement, or correct any printing, stenographic or clerical errors or omissions, in order that this Agreement will accurately reflect the agreement among the partners to it; (c) to delete or add any provision of this agreement required to be so deleted or added by the staff of the Securities and Exchange Commission or other federal agency, if such addition or deletion is deemed by such commission or agency to be for the benefit or protection of the li mited partners; and (d) to amend Schedule A to reflect the withdrawal of the initial limited partner, to provide the necessary information regarding the additional limited partners, any new general partner, or any substituted limited partners; provided, however, that no amendment will be adopted pursuant to this Paragraph 10.2 unless the general partner reasonably determines that the adoption thereof (i) is consistent with Article 7; (ii) with respect to any amendment other than an amendment pursuant to clause (d) above, does not alter the interest of any partner in profits or losses or in cash distributions of the partnership; (iii) does not alter, or result in the alteration of, the limited liability of the limited partners or the status of the partnership as a partnership for federal income tax purposes; and (iv) with respect to any amendment pursuant to clauses (a) or (c) above, as for the benefit or not adverse to the interests of the limited partners.

10.3

Voting Interest. In the event a vote of the limited partners shall be taken pursuant to this Agreement for any reason, a limited partner will, solely for the purpose of determining his or her vote, be deemed the holder of an interest, or portion of an interest, as set forth next to a limited partner’s name on Schedule A hereto.

10.4

Amendment of Certificate. In the event this Agreement shall be amended pursuant to this Article Ten, the general partner will amend Certificate of Limited Partnership to reflect such change if it deems such amendment to be necessary.

10.5

Meeting of Limited Partners. Upon the written request of fifty (50) percent or more in interest of the limited partners, the general partner will call a meeting of the limited partners. Notice of such meeting shall be given within ten (10) days after, and the meeting shall be held within thirty (30) days after, receipt of such request. The general partner may also call a meeting of the limited partners on its own initiative by giving notice of such meeting not less than ten (10) and not more than thirty (30) days prior to the meeting. Any such notice will state briefly the purpose of the meeting, which shall be held at reasonable time and place. Any limited partner may obtain a list of the names, addresses, and interest of the limited partners upon written request to the general partner.

10.6

Actions Requiring Unanimous Consent. The following actions may not be taken without the consent of all of the Partners:

(a)

Amendment of the Partnership Agreement;

(b)

Increase in the principal amount of any indebtedness of the Partnership secured by the general assets of the Partnership (as opposed to assets of a particular class of Partnership Interest);

(c)

Mergers with or into other partnerships, corporations, limited liability companies or other business entities;

(d)

Except as required by the Act, dissolution of the Partnership;

(e)

Sale of all or substantially all assets of the Partnership;

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(f)

Conversion of the Partnership into another form of business entity; and

(g)

Removal of a general partner.

10.7

Actions Requiring Unanimous Consent of a Class of Partners. The following actions may not be taken without the consent of all of the Partners of the certain class of Partnership Interest affected:

(a)

Increase in the principal amount of any indebtedness guaranteed by the Partners comprising a certain class of Partnership Interest or encumbering certain assets of the Partnership allocated to a certain class of Partnership Interest;

(b)

Sale of all or substantially all assets of the Partnership allocated to a certain class of Partnership Interest;

ARTICLE ELEVEN

POWER OF ATTORNEY

11.1

Power of Attorney.

11.1.1

The limited partners, by their execution of this agreement, jointly and severally, hereby make, constitute, and appoint the general partner as their true and lawful agent and attorney-in-fact, with full power of substitution, in their name, place, and stead to make, execute, sign, acknowledge, swear to, record, and file, on behalf of them and on behalf of the partnership (a) the original Certificate of Limited Partnership and all subsequent amendments required or permitted by law or the provisions of this Agreement; (b) all certificates and other instruments deemed advisable by the general partner to permit the partnership to become, or to continue as, a limited partnership or partnership wherein the limited partners have limited liability in the jurisdiction where the partnership may be doing business; (c) all instruments that effect the change or modification of the partnership in accordance with this agreement, including without limitation the substitution of assignees as substituted limited partners pursuant to Paragraph 8.6; (d) all conveyances and other instruments deemed advisable by the general partner to effect the dissolution and termination of the partnership; (e) all fictitious or assumed name certificates required or permitted to be filed on behalf of the partnership; and (f) all other instruments that may be required or permitted by law to be filed on behalf of the partnership.

11.1.2

The power of attorney:

(a)

Is coupled with an interest and shall be irrevocable and survive the death or incapacity of each limited partner;

(b)

May be exercised by the general partner either by signing separately as attorney-in-fact for each limited partner or, after listing all of the limited partners executing an agreement, by a single signature of the general partner acting as attorney-in-fact for all of them; and

(c)

Will survive the delivery of an assignment by a limited partner of the whole or any portion of his or her interests; except that, where the assignee of the whole of such limited partner's interests has been approved by the general partner for admission to the partnership as a substituted limited partner, the power of attorney of the assignor will survive the delivery of such assignment for the sole purpose of enabling the general partner to execute, acknowledge, and file any instrument necessary to effect such substitution.

11.1.3 Each limited partner will execute and deliver to the general partner, within fifteen (15) days at the receipt of the general partner's request therefor, such further designations, powers-of-attorney and other instruments as the general partner deems necessary.

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ARTICLE TWELVE

MISCELLANEOUS

12.1

Notices. Any notice, offer, consent, or other communication required or permitted to be given or made under this agreement will be in writing and will be deemed to have been sufficiently given or made when delivered personally to the party (or to an officer of the party) to whom it is directed, or paid, or to the partnership or to the general partner, or, if to a limited partner, to the address set forth on the signature page of this agreement. Any partner may change his or her address for the purpose of this Article by giving notice of such change to the partnership, such change to become effective thirty (30) days after such notice is given.

12.2

Waiver of Partition. Each partner hereby irrevocably waives during the term of the partnership any right that he or she or it may have to maintain any action for partition with respect to any partnership property.

12.3

Governing Law; Successors; Severability. This agreement will be governed by the laws of the State of California, as such laws are applied by the courts of California to agreements entered into and to be performed in California by and between residents of the United States, and shall, subject to the restrictions on transferability set forth in this agreement, bind and inure to the benefit of the heirs, executors, personal representatives, successors, and assigns of the parties to this agreement. If any provision of this Agreement shall be held to be invalid, the remainder of this Agreement shall not be affected by such finding.

12.4

Entire Agreement. This Agreement constitutes the entire agreement among the parties; it supersedes any prior agreement or understandings among them, oral or written, all of which are hereby cancelled. This Agreement may not be modified or amended other than pursuant to Article Ten.

12.5

Headings, Etc. The headings in this Agreement are inserted for convenience of reference only and will not effect interpretation of this Agreement. Wherever from the context it appears appropriate, each term stated in the singular or the plural will include the singular and the plural.

12.6

No Waiver. The failure of any partner to seek redress for violation, or to insist on strict performance, of any covenant or condition of this Agreement will not prevent a subsequent act that would have constituted a violation from having the effect of an original violation.

12.7

Legends. If certificates for any interest or interests are issued evidencing a limited partner's interest in the partnership, each such certificate shall bear such legends as may be required by applicable federal and state laws, or as may be deemed necessary or appropriate by the general partner to reflect restrictions upon transfer contemplated in this agreement.

12.8

Counterparts. This agreement may be executed in several counterparts, each of which will be deemed an original but all of which will constitute one and the same instrument.

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The parties have executed this agreement at Petaluma, California the day and year first written above.

GENERAL PARTNERS:

CLASS A LIMITED PARTNER:

Lynda Regan

/s/ Lynda Regan

Legacy Marketing Group

R. Preston Pitts

Date of Signature:

Type or print in name of Limited Partner:

President

Preston Pitts

/s/ R. Preston Pitts

Title:

/s/ R. Preston Pitts

Date of Signature: March 26, 2008

CLASS B LIMITED PARTNERS:

INITIAL LIMITED PARTNER

Lynda Regan

/s/ Lynda Regan

Legacy Marketing Group

R. Preston Pitts

Date of Signature: March 26, 2008

Type or print in name of Limited Partner:

President

Preston Pitts

/s/ R. Preston Pitts

Title:

/s/ R. Preston Pitts

Date of Signature: March 26, 2008

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SCHEDULE A

GENERAL PARTNERS


Name	Address
Preston Pitts	2090 Marina Avenue Petaluma, California, 94954
Lynda Pitts	2090 Marina Avenue Petaluma, California, 94954

CLASS A LIMITED PARTNERS

Name

Address

Capital Contribution

% Interest

Of Class A

Voting Interest

Legacy Marketing Group

2090 Marina Avenue

Petaluma, California, 94954

$5,000

100%

50%

CLASS B LIMITED PARTNERS


Name	Address	Capital Contribution	% Interest Of Class B	Voting Interest
Preston Pitts	2090 Marina Avenue Petaluma, California, 94954	$100 (Personal Pledge)	50%	25%
Lynda Pitts	2090 Marina Avenue Petaluma, California, 94954	$100 (Personal Pledge)	50%	25%

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SCHEDULE B

CONTRACTS, AGREEMENTS, LICENSES OR OTHER INSTRUMENTS

LIMITED PARTNERSHIP AGREEMENT

LEGACY TM, L.P.

LIMITED PARTNERSHIP AGREEMENT (this "Agreement") made and entered into as of the 4^th day of October, 2007.

WITNESSETH:

WHEREAS, the parties hereto wish to form a limited partnership (the "Partnership") pursuant to Section 15621 of the California Corporations Code.

NOW, THEREFORE, the parties hereto, intending to be legally bound, hereby agree as follows:

The name of the Partnership is Legacy TM, L.P.

The business of the partnership is to own and manage the receipt of an income stream or balloon payment from insurance contracts entered into by or on behalf of Legacy Marketing Group, commonly known as an asset based trailing commission, and to collateralize such income stream. The Partnership shall have the power to do all acts and things in furtherance of and incidental to this business, and to have and exercise all the powers and to engage in any lawful business related or incidental to the stated business purpose.

The principal place of business of the Partnership is: 2090 Marina Avenue, Petaluma, California, 94954.

The name and business address of each member of the Partnership, general and limited, are as follows:

Name

Address

GENERAL PARTNER

Preston Pitts

2090 Marina Avenue

Petaluma, California, 94954

Lynda Regan

2090 Marina Avenue

Petaluma, California, 94954

(hereinafter individually or collectively, the "General Partner")

LIMITED PARTNER

Legacy Marketing Group

2090 Marina Avenue

(hereinafter, the

Petaluma, California, 94954

"Initial Limited Partner")

The Partnership shall continue until such time as it shall be terminated by action of the General Partner.

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The General Partner agrees to contribute $99 to the capital of the Partnership and the Initial Limited Partner agrees to contribute $1 to the capital of the Partnership.

Capital may be contributed by the partners from time to time as agreed by all the partners.

The capital contribution of any partner may from time to time be returned as agreed by all the partners.

The profits and losses of the Partnership in each year shall be divided among the partners in proportion to the respective amounts of capital contributions made or agreed to be made by them.

10.

No partner shall have the right to assign its or his Partnership interest.

11.

One or more new partners, limited or general, may be admitted to the Partnership upon the approval of the General Partner.

12.

The right to continue the business on the bankruptcy, dissolution, liquidation or withdrawal of the General Partner is given to the remaining partners.

13.

This Agreement may be amended by agreement among the general partner and the limited partner; provided, however, that upon the addition of the first limited partner to the Partnership (other than the Initial Limited Partner) and the execution of an amended form of this Agreement (the "Amended Agreement") by such first limited partner (other than the Initial Limited Partner): (i) the Initial Limited Partner may no longer be a partner of the Partnership and (ii) from that time forward this Agreement shall be deemed amended and shall be deemed to contain the terms in the Amended Agreement, subject to amendment in accordance with the terms and conditions contained in the Amended Agreement.

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the day and year first written above.

GENERAL PARTNERS:

LIMITED PARTNER:

Lynda Regan

/s/ Lynda Regan

Legacy Marketing Group

R. Preston Pitts

Date of Signature:

Type or print in name of Limited Partner:

President

Preston Pitts

/s/ R. Preston Pitts

Title:

/s/ R. Preston Pitts

Date of Signature: March 26, 2008

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EX-10 12 p20678ex10r1.htm EXHIBIT 10(R)1 PURCHASE AND GUARANTY AGREEMENT

Exhibit 10(r)(1)

PURCHASE, PLEDGE, AND GUARANTY AGREEMENT

This Purchase, Pledge and Guaranty Agreement (the “Agreement”) is entered into this 26th day of March, 2008 (“Closing” or “Closing Date” or “Agreement Date”), by and between Legacy TM, LP, a California Limited Partnership (“Legacy TM”) and R. Preston Pitts and Lynda Pitts, individually (“the Pittses”).

WHEREAS, simultaneously with the transaction contemplated herein, Legacy TM owns the rights to all asset-based trail commissions earned on the cash value of certain fixed annuity insurance products sold by Legacy Marketing Group (“LMG”) previously and in the future;

WHEREAS, simultaneously with the transaction contemplated herein, Legacy TM shall have two classes of limited partnership interests, consisting of: 66 2/3% of rights to income from all trail commissions on policies vested on or before March 26, 2008 ("Current Trails") for the first year after the date of this Agreement and 100% of Current Trails thereafter (“Class B Limited Partnership Interest”); and 33 1/3% of rights to income from all trail commissions on policies vested on or before March 26, 2008 for the first year after the date of this Agreement and 100% of rights to income from all trail commissions on policies vesting after March 26, 2008 (“Class A Limited Partnership Interest”);

WHEREAS, simultaneously with the transaction contemplated herein, LMG is acquiring all of the Class A Limited Partnership Interest of Legacy TM and receiving $6,500,000 as consideration for the sale of all of LMG’s trailing commissions

WHEREAS, the Pittses desires to purchase the Class B Limited Partnership Interest in Legacy TM as set forth herein as consideration for a guarantee of a loan to Legacy TM;

WHEREAS, upon completion of the transaction contemplated herein LMG shall own 100% of the Class B Limited Partnership Interest and the Pittses shall own 100% of the Class A Limited Partnership Interest; and

WHEREAS, the parties desire to effect the Pittses’s purchase of the Class B Limited Partnership Interest in Legacy TM subject to the conditions and terms of this Agreement;

Sale of Partnership Interest.

Legacy TM hereby sells and assigns its rights, title and interest in the Partnership Interest defined in paragraph 2, below, and the Pittses hereby purchase such Partnership Interest in equal shares, on the terms stated herein.

Description of Partnership Interest.

The “Partnership Interest” being purchased in this Agreement is all of the Class B Limited Partnership Interest in Legacy TM. This Agreement does not include, and shall have no effect on the rights of LMG to, the Class A Limited Partnership Interest of Legacy TM.

Consideration.

In consideration for receiving the Partnership Interest, Lynda Pitts shall cause Ram Investment Trust to, and Ram Investment Trust through its Trustee Lynda Pitts agrees to, guarantee the obligations and repayment of Legacy TM to the Bank of Marin (“Bank”) on that note totaling Six Million Five Hundred Thousand Dollars ($6,500,000.00) (“Note”). The Pittses agree to pledge the trailing commissions allocated to the Partnership Interest as security for the Note and, any such expense shall be allocated as an expense of the Partnership Interest. Any amounts received from the trailing commissions in excess of the Note payments shall be paid into an escrow account for the benefit of the Bank as additional collateral until repayment in full of the Note or such excess amount may be used as prepayment of the note without any penalty, at any time, in the discretion of the Pittses. The Pittses a nd Lynda Pitts as Trustee of Ram Investment Trust shall cooperate with the Bank and Legacy TM in executing a formal pledge and guaranty, respectively, with terms and conditions as Bank ordinarily requires and all reasonable documents necessary to effectuate this paragraph.

Representations.

The parties represent, as appropriate, that each is a legal entity or individual, as the case may be, able to enter into this Agreement, that each possesses the appropriate authority to so agree, and that the individual executing this Agreement on behalf of each party is authorized by that party to do so. The parties further agree that each is under no legal restriction or infirmity which would prevent entering into and complying with this Agreement. The parties further agree that no claim, lawsuit, or right of any third party exists which would affect the undertakings in this Agreement.

Delivery of the Partnership Interest.

Immediately upon Closing, Legacy TM shall be deemed to have fully and completely transferred to the Pittses all its rights, title and interest, if any, in, as well as possession, custody and control of, the Partnership Interest. Legacy TM shall not be liable or responsible for any liabilities or obligations of any kind or nature whatsoever arising out of, under, or related to the Partnership Interest from and after the Closing.

The Pittses agree that they are purchasing and shall take possession of the Partnership Interest in AS IS, WHERE IS, condition and acknowledges that they have previously been given the opportunity to and have conducted such investigations and inspections of the Partnership Interest and its underlying assets as they have deemed necessary or appropriate for the purposes of this Agreement. The Pittses are responsible for ensuring the extent, limitations, and nature of the rights, title, and interest of Partnership Interest being purchased and transferred by Legacy TM.

EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, LEGACY TM DOES NOT MAKE ANY EXPRESS OR IMPLIED REPRESENTATIONS, STATEMENTS, WARRANTIES, OR CONDITIONS OF ANY KIND OR NATURE WHATSOEVER CONCERNING THE PARTNERSHIP INTEREST, INCLUDING (WITHOUT LIMITING THE GENERALITY OF THE FOREGOING) ANY WARRANTIES REGARDING THE OWNERSHIP, CONDITION, QUANTITY AND/OR QUALITY OF ANY OR ALL OF THE ASSETS. ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE ARE DISCLAIMED.

Investment Intent.

The Pittses are acquiring the Partnership Interest for the purpose of investment and not with a view to, or for resale in connection with, any distribution thereof in violation of the Securities Act of 1933, as amended (the "Securities Act"). The Pittses acknowledges that the Partnership Interest to be received is not registered under the Securities Act or any applicable state securities law, and that such Partnership Interest may not be transferred or sold except pursuant to the registration provisions of such Securities Act or pursuant to an applicable exemption therefrom and pursuant to state securities laws and regulations as applicable, and that any certificate representing the Partnership Interest will bear appropriate legends to that effect.

Entire Agreement.

Construction and Interpretation.

This Agreement shall be construed and interpreted in accordance with the substantive laws of the State of California without reference to the principles of conflict of laws of such state.

Descriptive Headings.

The descriptive headings of the several articles and sections contained in this Agreement are included for convenience only and shall not control or affect the meaning or construction of any of the provisions hereof.

10.

Jurisdiction and Venue.

The parties agree to the exclusive jurisdiction and venue of the federal and state courts in Sonoma County, California, for any dispute arising out of this Agreement.

11.

Effective Date.

For all purposes hereof, this Agreement shall be deemed effective as of the date first above written.

Legacy TM, LP:

R. Preston Pitts, General Partner:

/s/ R. Preston Pitts

Date: March 26, 2008

Lynda Pitts, General Partner:

/s/ Lynda Pitts

Date: March 26, 2008

THE PITTSES:

/s/ R. Preston Pitts

R. Preston Pitts, Individually

Date: March 26, 2008

/s/ Lynda Pitts

Lynda Pitts, Individually and

as Trustee of Ram Investment Trust

Date: March 26, 2008

EX-10 13 p20678ex10s.htm EXHIBIT 10(S) LINE OF CREDIT PROMMISSORY NOTE

Exhibit 10(s)

LINE OF CREDIT PROMMISSORY NOTE

Date: September 8, 2008

FOR VALUE RECEIVED, Regan Holding Corp., (“Borrower”) promises to pay to the order of Lynda Pitts and/or Preston Pitts (“Lender”), the principal sum of Two Hundred and Twenty Five Thousand Dollars ($225,000) or so much as may be additionally disbursed to, or for the benefit of the Borrower by Lender in Lender’s sole and absolute discretion. It is the intent of the Borrower and Lender hereunder to create a line of credit agreement between Borrower and Lender whereby Borrower may borrow from Lender; provided, however, that Lender has no obligation to lend Borrower any amounts hereunder and the decision to lend such money lies in the sole and complete discretion of the Lender.

INTEREST & PRINCIPAL: The unpaid principal of this line of credit shall bear simple interest at the rate of six percent (6%) per annum. Interest shall be calculated based on the principal balance as may be adjusted from time to time to reflect additional advances made hereunder. Interest on the unpaid balance of this Note shall accrue monthly but shall not be due and payable until such time as when the principal balance of this Note becomes due and payable. The principal balance of this Note shall be due and payable upon Demand. There shall be no penalty for early repayment of all or any part of the principal.

DEFAULT: The Borrower shall be in default of this Note on the occurrence of any of the following events: (i) the Borrower shall fail to meet its obligation to make the required principal or interest payments hereunder. (ii) the Borrower shall be dissolved or liquidated; (iii) the Borrower shall make an assignment for the benefit of creditors or shall be unable to, or shall admit in writing their inability to pay their debts as they become due; (iv) the Borrower shall commence any case, proceeding, or other action under any existing or future law of any jurisdiction relating to bankruptcy, insolvency, reorganization or relief of debtors, or any such action shall be commenced against the undersigned; (v) the Borrower shall suffer a receiver to be appointed for it or for any of its property or shall suffer a garnishment, attachment, levy or execution.

REMEDIES: Upon default of this Note, Lender may declare the entire amount due and owing hereunder to be immediately due and payable. Lender may also use all remedies in law and in equity to enforce and collect the amount owed under this Note.

Borrower hereby waives demand, presentment, notice of dishonor, diligence in collecting, grace and notice of protest.

BORROWER:

LENDER:

Regan Holding Corp.

By: /s/ R. Preston Pitts

/s/ R. Preston Pitts

R. Preston Pitts, President

R. Preston Pitts

/s/ Brian Young

/s/ Lynda Pitts

Brian Young, VP Finance

Lynda Pitts

EX-10 14 p20678ex10t.htm EXHIBIT 10(T) REGAN HOLDING CORP

Exhibit 10(t)

REGAN HOLDING CORP.

AMENDED AND RESTATED

“KEY EMPLOYEE DEFERRED COMPENSATION PLAN”

THIS AMENDED AND RESTATED MASTER PLAN AGREEMENT (the “Plan”) is hereby effective as of the 5th day of December 2008, by Regan Holding Corp., the Service Recipient, hereinafter referred to as the “Corporation”.

RECITALS

WHEREAS, the Plan was originally adopted on January 1, 1998; and

WHEREAS, the Plan was established to provide certain key employees of the Corporation who are selected for participation in the Plan with the opportunity to defer receipt of their Base Salary and annual Bonus otherwise payable by the Corporation and to provide an additional retirement benefit for them to the extent their benefits under the Corporation’s 401(k) Plan have been limited pursuant to certain provisions of applicable law; and

WHEREAS, the Corporation intends that the Plan shall at all times be administered and interpreted in such a manner as to constitute an unfunded nonqualified deferred compensation plan for tax purposes and for purposes of Title I of ERISA maintained “primarily for the purposes of providing deferred compensation for a select group of management or highly compensated employees” (“top-hat plan”); and

WHEREAS, the Corporation has operated the Plan during 2005, 2006 and 2007 in good faith compliance with Internal Revenue Code Section 409A and Applicable Guidance. The Corporation intends that all Accounts of Participants under the Plan, including those granted before January 1, 2005, be subject to this Plan.

NOW, THEREFORE, BE IT RESOLVED THAT, the Corporation hereby amends and restates the Plan effective December 5, 2008, in order to comply with Section 409A and the final Treasury Regulations promulgated thereunder.

ARTICLE 1

Definitions

As used within this document, the following words and phrases have the meanings described in this Article 1 unless a different meaning is required by the context. Some of the words and phrases used in the Plan are not defined.

1.1 “Account(s)” shall mean a book account reflecting amounts credited to a Participant’s Account(s). To the extent that it is considered necessary or appropriate, the Committee shall maintain separate subaccounts for each source of contribution under this Plan or shall otherwise provide a means for determining that portion of an Account attributable to each contribution source.

1.2 “Aggregated Plans” shall mean this Plan and any other like-type plan or arrangement (account balance plan) of the Corporation in which a Participant participates and to which the Plan or Applicable Guidance requires the aggregation of all such nonqualified Deferred Compensation in applying Code § 409A and associated regulations.

1.3 “Agreement” shall mean the Regan Holding Corp. Key Employee Deferred Compensation Plan Agreement entered into between the Corporation and an Eligible Participant. The Agreement includes an Eligible Participant’s Election(s) of Deferral.

1.4 “Applicable Guidance” shall mean, as the context requires, Code § 409A, Final Treasury Regulations §1.409A, or other written Treasury or IRS guidance regarding or affecting Code § 409A. Applicable Guidance also includes, through December 31, 2007, Notice 2005-1, Notice 2006-79 and Notice 2006-100.

1.5 “Base Salary” shall mean the annual cash compensation relating to services performed during any Plan Year payable to a Participant as an employee for services rendered to an employer, but excluding any: Bonuses; commissions; overtime pay; incentive payments; nonmonetary awards; relocation expenses; retainers; directors fees and other fees; severance allowances; pay in lieu of vacations; employer-provided pensions, retirement, deferred compensation, welfare, or fringe benefits; insurance premiums paid by the employer, insurance benefits paid to the Participant or his or her Beneficiary; stock options and grants; car allowances; and expense reimbursements. Base Salary shall be calculated before reduction for compensation voluntarily deferred or contributed by the Participant pursuant to all qualified or non-qualified plans of the employer and shall be calculated to include amounts not otherwise included in the Participant’s gross i ncome under Sections 125, 402(e)(3), 402(h), or 403(b) of the Code pursuant to plans established by the employer; provided, however, that all such amounts will be included in Compensation only to the extent that, had there been no such Plan, the amounts would have been payable in cash to the Participant.

1.6 “Board” shall mean the Board of Directors of the Corporation.

1.7 “Bonus” shall mean any compensation, in addition to Base Salary, relating to services performed during any Taxable Year of the Corporation, whether or not paid in such Taxable Year or included on the Federal Income Tax Form W-2 for such Taxable Year, payable to a Participant as an Employee under the Corporation’s bonus plans, excluding stock options. Bonus shall be calculated before reduction for compensation voluntarily deferred or contributed by the Participant pursuant to all qualified or nonqualified plans of the Corporation and shall be calculated to include amounts not otherwise included in the Participant’s gross income under Section 125, 402(e) (3), 402(h), or 403(b) of the Code pursuant to Plans established by the Corporation. A Bonus also may be Performance-Based Compensation as defined under the terms of the Plan.

1.8 “Claimant” shall mean a person who believes that he or she is being denied a benefit to which he or she is entitled hereunder.

1.9 “Code” shall mean the Internal Revenue Code of 1986, as amended.

1.10 “Committee” shall mean a committee designated by the Board which committee shall administer the Plan as set forth in Article 10.

1.11 “Compensation” shall mean the Base Salary and Bonus payable to an Eligible Participant by the Corporation on account of the Participant’s services therefore as an Employee.

1.12 “Corporation” shall mean the person or entity: (i) receiving the services of the Participant; (ii) with respect to whom the Legally Binding Right to Compensation arises; and (iii) all persons with whom such person or entity would be considered a single employer under Code §414(b) or §414(c).

1.13 “Deemed Investment Election” shall mean the elections made by a Participant specifying the manner in which the Participant Account(s) will be hypothetically invested in the Deemed Investment Options in accordance with the terms of the Plan.

1.14 “Deemed Investment Options” shall mean the hypothetical Investment Options offered by the Corporation, from time to time, that are used to determine the Earnings on the Participant Account(s).

1.15 “Deferred Amounts” shall mean the amount of Compensation deferred pursuant to Article 3 of the Plan and credited to a Participant’s Retirement Account.

1.16 “Deferred Compensation” shall mean the Participant’s Accounts attributable to Deferred Amounts, Nonelective Matching Contributions (if any), and Earnings on such contributions. The “Deferral of Compensation” is Compensation that the Participant or the Corporation has deferred under the Plan. Compensation is deferred if: (i) under the terms of the Plan and the relevant facts and circumstances, the Participant has a Legally Binding Right to Compensation during a Taxable Year; and (ii) such Compensation is or may be payable to (or on behalf of) the Participant in a later Taxable Year. An amount generally is payable at the time the Participant has a right to currently receive a transfer of cash or property, including a transfer of property includable in income under Code §83.

1.17 “Designated Beneficiary” shall mean the person or persons, natural or otherwise, designated in writing by a Participant to receive a Participant’s vested Account upon death the Participant.

1.18 “Earnings” shall mean, the Plan’s actual or notional income, attributable to an amount of Deferral of Compensation, (in accordance with Code §31.3121(v) (2)-1(d) (2)) and in accordance with the terms of the Plan. For purposes of this Plan, Earnings on an amount deferred generally includes an amount credited on behalf of a Participant that reflects a rate of return that does not exceed either: (i) the rate of return on a predetermined actual investment or, (ii) if the income does not reflect a rate of return on a predetermined actual investment, a reasonable rate of interest, in accordance with Treasury Regulation §1.409A-1(o).

1.19 “Effective Date” shall be the date the Plan was originally adopted, January 1, 1998.

1.20 “Election of Deferral” shall mean a written notice filed by an Eligible Participant with the Committee pursuant to which the Participant elects to defer receipt of Compensation under the Plan. The Election of Deferral shall be part of the Agreement.

1.21 “Eligible Participant” shall mean for any Plan Year (or applicable portion of a Plan Year), an Employee who is determined by the Corporation, or its designee, to be a Participant under the Plan. If the Corporation determines that an Employee first becomes an Eligible Participant during a Plan Year, the Corporation shall notify the individual in writing of its determination and of the date during the Plan Year on which the individual shall first become a Plan Participant.

1.22 “Employee” shall mean a person, (in accordance with Treasury Regulations §1.409A-1(f) (1), and which is on the cash basis method of accounting for Federal income tax purposes) providing services to the Corporation in the capacity of a common law Employee of the Corporation.

1.23 “ERISA” shall mean the Employee Retirement Income Security Act of 1974, as it may be amended from time to time.

1.24 “Legally Binding Right” shall mean, with respect to Compensation: (i) the Participant’s right to such Compensation, granted by the Corporation, after the Participant has performed the services which created the Legally Binding Right, and (ii) where Compensation may not be reduced unilaterally or eliminated by the Corporation or any other person after the services creating the right to Compensation has been performed. The Corporation, based on the facts and circumstances, will determine whether a Legally Binding Right exists or does not exist with respect to Compensation, in accordance with Treasury Regulation §1.409A-1(b)(1).

1.25 “Nonelective Matching Contribution” shall mean contributions made by the Corporation pursuant to Article 4.

1.26 “Nonelective Matching Contribution Account” shall mean: (i) the sum of the Nonelective Matching Contribution amounts, plus (ii) Earnings thereon, less (iii) fees (if any), less (iv) all distributions made to the Participant or his or her Beneficiary that relate to the Participant’s Nonelective Matching Contribution Account, and tax withholding amounts deducted (if any) from said Account.

1.27 “Participant” shall mean an Eligible Participant and/or an individual with a benefit under the Plan.

1.28 “Payment” shall mean except as otherwise provided in the Plan, for purposes of subsequent changes in the time or form, the term Payment refers to each separately identified amount to which a Participant is entitled under the Plan, on a determinable date, and includes amounts paid for the benefit of the Participant. An amount is “separately identified” only if the amount may be objectively determined under a nondiscretionary formula. For purposes of this Article, a payment includes the provision of any taxable benefit, including payment in cash or in kind. A payment includes, but is not limited to, the transfer, cancellation, or reduction of an amount of Deferred Compensation in exchange for benefits under a welfare benefit plan, a fringe benefit excludible under Code §119 or §132, or any other benefit that is excludible from gross income.

1.29 “Performance-Based Compensation” shall mean that portion of a Participant’s Compensation, if any, that is contingent on the satisfaction of pre-established organizational or individual performance criteria relating to a performance period of at least twelve (12) consecutive months. Organizational or individual performance criteria are considered preestablished if established in writing by not later than ninety (90) days after the commencement of the period of service to which the criteria relates, provided that the outcome is substantially uncertain at the time the criteria are established. Performance-Based Compensation may include payments based on performance criteria that are not approved by a compensation committee of the board of directors (or similar entity in the case of a non-corporate Corporation) or by the stockholders or members of the Corporation. Performance-Based compensation does not include any amount or portion of any amount that will be paid either regardless of performance, or based upon a level of performance that is substantially certain to be met at the time the criteria is established. Compensation may be Performance-Based Compensation where the amount will be paid regardless of satisfaction of the performance criteria due to the Participant’s death, disability, or a change in control event (as defined in Treasury Regulations §1.409A-3(i) (5) (i)), provided that a payment made under such circumstances without regard to the satisfaction of the performance criteria will not constitute performance-based compensation. For purposes of this Article, a disability refers to any medically determinable physical or mental impairment resulting in the Participant’s inability to perform the duties of his or her position or any substantially similar position, where such impairment can be expected to result in death or can be expected to last for a continuous period of not less than six (6) months. Performanc e-based compensation includes payments based upon subjective performance criteria, provided that: (i) the subjective performance criteria are bona fide and relate to the performance of the Participant, a group of Participants that includes the Participant, or a business unit for which the Participant provides services (which may include the entire organization); and (ii) the determination that any subjective performance criteria have been met is not made by the Participant or a family member of the Participant (as defined in Section

267(c)(4) applied as if the family of an individual includes the spouse of any member of the family), or a person under the effective control of the Participant or such a family member, and no amount of the Compensation of the person making such determination is effectively controlled in whole or in part by the Participant or such a family member.

1.30 “Permissible Payments” shall mean the following three (3) events upon which payment will be made to a Participant or their Designated Beneficiary under the terms of the Plan: (i) the Participant’s Separation from Service, (ii) upon an Unforeseeable Emergency, or (iii) a time or a fixed schedule specified under the Plan, in accordance with Treasury Regulation §1.409A-3(a).

1.31 “Plan” shall mean this amended and restated Producer Commission Deferral Plan, the Agreement, all Election of Deferral Forms, and the Trust, (if any). For purposes of applying Code § 409A requirements, this Plan is an account balance plan under Treasury Regulation §1.409-1(c) (2) (i) (A).

1.32 “Plan Year” shall mean, for the first Plan Year, the period beginning on the date the Plan was originally adopted, January 1, 1998 and ending December 31, 1998, and thereafter, a twelve (12) month period beginning January 1 of each calendar year and continuing through December 31 of such calendar year.

1.33 “Qualified Plan” shall mean the Regan Holding Corp. 401(k) Plan, a qualified plan under the Internal Revenue Code, which is sponsored by the Corporation in the relevant Plan Year and is designated by the Committee to be taken into account for purposes of the calculation of Contributions made to this Plan.

1.34 “Qualified Plan Contribution Limitations” shall mean any reductions in contributions made on behalf of a participant to the Qualified Plan due to the application of IRC Section 401(k) or (m) or due to an election to defer Base Salary or Bonus under the Plan, but excluding any reductions arising from the dollar limit under IRS Section 402(g)(1); the limit on compensation taken into account under IRC Section 401(a)(17) in calculating employer or employee contributions for the Qualified Plan; or the maximum allocations permitted under the Qualified Plan under IRC Section 415(c). The impact of such limits on the Participant for purposes of this Plan shall be determined by the Committee based upon reasonable estimates and shall be final and binding as of the date the contributions are credited to the Participant’s Account. No subsequent adjustments shall be made to increase contributions under this Plan as a result of any adjustments ultimately required under the Qualified Plan due to actual employee contributions or other factors.

1.35 “Retirement Account” shall mean: (i) the sum of the Participant’s Deferred Amounts for each Plan Year, plus (ii) Earnings thereon, less (iii) fees (if any), less (iv) all distributions made to, or withdrawals by, the Participant and his or her Beneficiary, and tax withholding amounts which may have been deducted from the Participant’s Retirement Account.

1.36 “Section 409A” shall mean Section 409A of the Code and the Treasury Regulations and other Applicable Guidance issued under that Section.

1.37 “Separation from Service” shall mean the occurrence of a Participant’s death, retirement, or “other termination of employment” (as defined in Treasury Regulations §1.409A-1(h) (1) (ii)) with the Corporation (as defined in Treasury Regulations §1.409A-1(h) (3)). However, a Separation from Service shall not occur if the Participant is on military leave, sick leave, or other bona fide leave of absence if the period of such leave does not exceed six (6) months, or if longer, so long as the Participant retains a right to reemployment with the Corporation under an applicable statute or by contract.

1.38 “Specified Time or Fixed Schedule” shall mean, with respect to a payment of Deferred Compensation, if objectively determinable: (i) the amount payable; and (ii) the payment date or dates that are nondiscretionary. For purposes of this Article, an amount is objectively determinable if the amount is specifically identified or if the amount may be determined at the time the payment is due pursuant to an objective, nondiscretionary formula specified at the time the amount is deferred and in accordance with Treasury Regulations §1.409A-3(i)(1)(i).

1.39 “Taxable Year” shall mean the twelve (12) consecutive month period ending each December 31.

1.40 “Treasury Regulations” shall mean regulations promulgated by the Internal Revenue Service for the U.S. Department of the Treasury, as they may be amended from time to time.

1.41 “Trust” shall mean one or more trusts that may be established in accordance with the terms of this Plan.

1.42 “Unforeseeable Emergency” shall mean: (i) a severe financial hardship to the Participant resulting from an illness or accident of the Participant, the Participant’s spouse, the Participant’s Beneficiary, or the Participant’s dependents (as defined in Code §152 (a)); (ii) loss of the Participant’s property due to casualty; or (iii) other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant. The Corporation will determine whether a Participant incurs an Unforeseeable Emergency based on the relevant facts and circumstances and in accordance with Treasury Regulations §1.409A-3(a) (6) (i) (3) or Applicable Guidance. However, in any case, payment on account of an Unforeseeable Emergency may not be made to the extent that such emergency is or may be relieved: (i) through reimbursement or compensation from insurance or otherwise; (ii) by liquid ation of the Participant’s assets, to the extent the liquidation of such assets would not cause severe financial hardship; or (iii) by the cessation of deferrals under this Plan. The amount of any payment based on an Unforeseeable Emergency is limited to the amount that is reasonably necessary to satisfy the emergency need, which may include amounts necessary to pay any Federal, state, or local income taxes or penalties reasonably anticipated to result from the distribution. The determination as to the amount of payment must take into account any additional compensation that is available to the Participant if he or she cancels a deferral election in accordance with terms of the Plan. If the Corporation in the Adoption Agreement elects to permit payment based on an Unforeseeable Emergency, the Plan shall provide for payment upon all Unforeseeable Emergencies, provided that any event upon which a payment may be made qualifies as an Unforeseeable Emergency. After a hardship distribution has been granted to the participant, all Elections of Deferral will cease for the remaining plan year.

1.43 “Valuation Date” shall mean the date through which Earnings are Credited/debited to a Participant Account(s). The Valuation Date shall be as close to the payout or other event triggering valuation as is administratively feasible. The Valuation date for purposes of the Article shall be interpreted as each day at the close of business of the New York Stock Exchange (currently 4:00 p.m. Eastern Time), on days that the New York Stock Exchange (NYSE) is open for trading or any other day on which there is sufficient trading in securities of the applicable fund to materially affect the unit value of the fund and the corresponding unit value of the Participant’s Deemed Investment Option(s). If the NYSE extends its closing beyond 4:00 p.m. Eastern Time, and continues to value after the time of closing, the Committee reserves the right to treat communications received after 4:00 p.m. Eastern time as being received as of the beginning of t he next day.

1.44 “Year of Service” shall mean each completed twelve (12) month period during which the Participant is providing service on a full-time basis to the Plan Sponsor, with a minimum of 1,000 hours of service, inclusive of any approved leaves of absence, beginning on the Participant’s date of hire.

ARTICLE 2

Selection, Participation, Eligibility

2.1 Selection by Corporation. Participation in this Plan is open only to Employees of the Corporation, as determined by the Corporation in its sole and absolute discretion. Any Eligible Participant selected as a Plan Participant after the Effective Date, shall become an Eligible Participant on a date determined by the Corporation.

2.2 Commencement of Participation. An Eligible Participant shall become a Participant when such Eligible Participant has fully and accurately completed and executed an Agreement within the time specified by the Committee. Each Eligible Participant who is not already a Participant in the Plan shall be provided with a copy of the Plan and an Agreement.

2.3 Cessation of Participation. An Eligible Participant or other individual shall cease to be a Participant in the Plan on the day when all amounts to the credit of the Eligible Participant’s or other individual’ entire Accounts have been distributed to such Eligible Participant or to such Eligible Participant’s Designated Beneficiary.

2.4 Eligibility. Each Eligible Participant shall be permitted to make an Election of Deferral for any Plan Year for which such Eligible Participant is an Eligible Participant.

2.5 Cessation of Eligibility. An individual shall cease to be eligible to make an Election of Deferral upon ceasing to be an Eligible Participant.

2.6 Re-Employment. If a Participant who incurs a Separation from Service is subsequently re-employed, he or she may, at the sole and absolute discretion of the Committee, become a Participant in accordance with the provisions of the Plan.

ARTICLE 3

Deferrals

3.2 Election to Defer Compensation.

(a) In General. Except as otherwise provided below, an Eligible Participant may elect to defer Compensation to be accrued for any Year of Service hereunder by filing an Election of Deferral with the Committee. An Election of Deferral for a Plan Year with respect to an Eligible Participant’s Bonus must be filed with the Committee prior to the beginning of the service period to which the election relates. An Election of Deferral for a Plan Year with respect to the Eligible Participant’s Base Salary, must be made for an amount no greater than the portion of the Eligible Participant’s Base Salary which the Eligible Participant was not able to defer under the Qualified Plan for the immediately preceding calendar year pursuant to the maximum permissible elective deferral percentage in effect under the Qualified Plan for such calendar year or which as distributed from the Qualified Plan, in either case, on account of the Qualified Plan Contribution Limitations. If the Base Salary payable for a regular payroll period ends after the last day of the Service Year, the Base Salary shall be treated as relating to services performed in the next Service Year. Thus, a deferral election generally must be made by the last business day in December before the Service Year to which the election relates. The Committee, however, may establish an

earlier deadline for the completion and delivery of Election of Deferral. An election to defer Compensation shall be irrevocable and shall continue in effect for the entire Plan Year with respect to which it is made, except as otherwise provided in the Plan. An election to defer may be changed or revoked up to the last day for delivery of the Election of Deferral. Accordingly, an election to defer Compensation will not be considered as having been made until such time, at which time the Election of Deferral shall become irrevocable.

(b) First Year of Eligibility. If an Employee first becomes an Eligible Participant after the beginning of a Plan Year, and if he or she has not in any prior Plan Year become eligible to participate in any nonqualified deferred compensation plan of the Corporation with which the Plan would be aggregated for purposes of Treasury Regulations §1.409A-2(a)(6), he or she may make an initial deferral election within thirty (30) days after the date he or she first becomes an Eligible Participant, with respect to Compensation paid for services to be performed subsequent to the election. In the event an election of deferral is made with respect to a Bonus in the first year of eligibility, but after the beginning of a service period, the deferral election will apply to the portion of the bonus paid for services performed subsequent to the election and will be calculated based on the total Bonus for the service period multiplied by the ratio of the number of days remaining in the service period to the total days in the service period. Where an Eligible Participant has ceased being eligible to participate in the Plan (other than the accrual of Earnings), regardless of whether all amounts deferred under the plan have been paid, and subsequently becomes eligible to participate in the plan again, the Employee may be treated as being initially eligible to participate in the plan if the said Employee had not been eligible to participate in the plan (other than the accrual of Earnings) at any time during the twenty-four (24) month period ending on the date the Employee again becomes eligible to participate in the plan. Under such circumstances, the rules of this Article will again apply.

(c) Initial Deferral Election with Respect to Performance-Based Compensation. Notwithstanding anything in the Articles above to the contrary, to the extent that the Committee determines that an Eligible Participant’s Bonus constitutes Performance-Based Compensation, (as defined in Treasury Regulations §1.409A-1(e)), the Committee, in its sole discretion, may permit an Eligible Participant to elect to defer such Performance-Based Compensation on or before the date that is six months before the end of the performance period, provided that the Eligible Participant performs services continuously from the later of: (i) the beginning of the performance period; or (ii) the date the performance criteria are established through the date an election is made under this Article; (iii) and provided further that in no event may an election to defer Performance-Based Compensation be made after such Compensation has become readily asce rtainable. If the Performance-Based Compensation is a specified or calculable amount, the Compensation is readily ascertainable if and when the amount is first substantially certain to be paid. If the Performance-Based Compensation is not a specified or calculable amount because, for example, the amount may vary based upon the level of performance, the Compensation, or any portion of the Compensation, is readily ascertainable when the amount is first both calculable and substantially certain to be paid. For this purpose, the Performance-Based Compensation is bifurcated between the portion that is readily ascertainable and the amount that is not readily ascertainable. Accordingly, in general, any minimum amount that is both calculable and substantially certain to be paid will be treated as readily ascertainable.

3.3 Withholding and Crediting of Deferred Amounts. For each Plan Year, the Base Salary portion of the Deferred Amounts shall be withheld from each regularly scheduled payroll during the Plan Year and credited to the Participant’s Retirement Account in approximately equal amounts (or as otherwise specified by the Committee), as adjusted from time to time for increases and decreases in Base Salary (if the Deferred Amounts with respect to Base Salary is expressed as a percentage). The Bonus portion of the Deferred Amounts shall be withheld and credited to the Retirement Account at the time such Compensation otherwise would be paid to the Participant.

ARTICLE 4

Matching Contributions

4.1 Nonelective Matching Contributions by the Corporation. For each calendar month during which the Plan is in effect, subject to the Committee’s discretion pursuant to Section 4.2, the Corporation shall make Nonelective Matching Contributions equal in amount to the difference between (a) fifty percent (50%) of the first six percent (6%) of each Participant’s Compensation deferred under the Plan for such calendar month pursuant to Article 3 and (b) the amount of the “Employer Matching Contribution” (within the meaning of the Qualified Plan) allocated to such Participant’s account under the Qualified Plan for such calendar month.

4.2 Nonelective Matching Contribution Formula. The amount of the Corporations Nonelective Matching Contribution credited to the Nonelective Matching Contribution Account for each Plan Year, if any, shall be at the sole discretion of the Committee. The Committee shall notify all Eligible Participant’s of the Nonelective Matching Contribution Formula to be applicable for each respective Plan Year no later than thirty (30) days prior to the beginning of each such Plan Year.

4.3 Timing of Nonelective Matching Contributions. The Corporation’s Nonelective Matching Contributions for a Plan Year with respect to a Participant’s deferral of Base Salary for such Plan Year shall be made by the Corporation by no later than thirty (30) days following the end of the calendar month in which the payment of such Base Salary of such Participant was so deferred.

4.4 Entitlement to Nonelective Matching Contributions. Notwithstanding anything to the contrary contained in this Article 4, the Corporation shall not make a Nonelective Matching Contribution with respect to any individual who is not an employee on the day on which the Corporation is to make such Nonelective Matching Contribution pursuant to the requirements of Section 4.3

ARTICLE 5

Earnings on Account(s)

5.1 Deemed Investment Options. The Committee shall select from time to time certain mutual funds, insurance company separate accounts, indexed rates, or other methods (the “Deemed Investment Options”) for purposes of crediting Earnings to each Participant’s Account(s). The Committee may discontinue, substitute, or add Deemed Investment Options. Any discontinuance, substitution, or addition of a Deemed Investment Option will take effect as soon as administratively practical.

5.2 Allocation of Deemed Earnings or Losses on Accounts. Subject to the following Article, each Participant shall have the right to direct the Committee as to how the Participant’s Deferred Amounts and/or Nonelective Matching Contributions shall be deemed to be invested, subject to any operating rules and procedures imposed from time to time by the Committee. As of each Valuation Date, the Participant’s Account(s) will be credited with deemed net income, gain and loss, including the deemed net unrealized gain and loss based on hypothetical investment directions made by the Participant.

5.3 Deemed Investment Elections of Participants. A Participant’s Deemed Investment Elections for his or her Account(s) shall be subject to the following rules:

(a) Any initial or subsequent Deemed Investment Election shall be in writing, on a form supplied by and filed with the Corporation (or made in any other manner specified by the Committee), and shall be effective on such date as specified by the Committee.

(b) All Deemed Investment Elections shall continue indefinitely until changed by the Participant in the manner permitted by the Committee.

(c) If the Corporation receives an initial or revised Deemed Investment Election which it determines to be incomplete, unclear, or improper, the Participant’s Deemed Investment Election then in effect shall remain in effect (or, in the case of a deficiency in an initial Deemed Investment Election, the Participant shall be deemed to have filed no Deemed Investment Election) until a date so designated by the Committee in its sole and absolute discretion, unless the Committee provides for, and permits the application of, corrective action prior to that date.

(d) Each Participant, as a condition of his or her participation in the Plan, agrees to indemnify and hold harmless the Corporation and the Committee from any losses or damages of any kind relating to the deemed investment of the Participant’s Account(s).

(e) A Participant’s election must total one hundred percent (100%). If the Committee possesses (or is deemed to possess, as provided above) at any time Deemed Investment Elections of less than 100% of a Participant’s Account(s), the Participant shall be deemed to have directed that the undesignated portion of the said Account(s) be deemed to be invested in a money market or similar fund made available under this Plan as determined by the Committee.

(f) The Deemed Investment Options are to be used for measurement purposes only, and a Participant’s election of any such deemed investments, the allocation of such Deemed Investments to his or her Account(s), the calculation of additional amounts, and the crediting or debiting of such amounts to a Participant’s Account(s) shall not be considered or construed in any manner as an actual investment of his or her Account balance in any such Deemed Investments. In the event that the Corporation or the trustee of the Trust (if any), in its own discretion, decides to invest funds in any or all of the investments on which any of the Deemed Investments are based, no Participant (or Beneficiary) shall have any rights in or to such investments themselves. Without limiting the foregoing, a Participant’s Account(s) shall at all times be a bookkeeping entry only and shall not represent any investment made on his or her behalf by the Co rporation or the Trust (if any). The Participant (or Beneficiary) shall at all times remain an unsecured creditor of the Corporation. Any liability of the Corporation to any Participant, former Participant, or Beneficiary with respect to a right to payment shall be based solely upon contractual obligations created by this Plan.

ARTICLE 6

Vesting of Benefits

6.1 Retirement Account. Each Participant shall always be fully vested in the Deferred Amounts, and the Earnings thereon, credited to the Participant’s Retirement Account.

6.2 Nonelective Matching Contribution Account. Each Participant shall be vested in Nonelective Matching Contributions, and the Earnings thereon, credited to the Nonelective Matching Contribution Account based on the following schedule:


Number of Full Years of Service		Vested %
Less than 1		0%
At least 1 but less than 2		20%
At least 2 but less than 3		40%
At least 3 but less than 4		60%
At least 4 but less than 5		80%
5 or more		100%

ARTICLE 7

Entitlement to Payment of Benefits

7.1 Payments in General. A Participant (or his or her Beneficiary) shall become entitled to receive, on the date designated as provided in Article 7, a distribution (or commencement of distribution) in an aggregate amount equal to the Participant’s Account(s).

(a) Form (Method) of Payment. The Account(s) of a Participant shall be paid in the following manner, as irrevocably elected by the Participant at the time the Eligible Participant is first eligible to participate in the Plan, as part of the Participant’s Election of Deferral.

(i)

In a single lump sum

(ii)

In five (5) substantially equal annual installments.

(iii)

In ten (10) substantially equal annual installments.

(b) Installment Payments. If payment is to be made through installment payments, the Participant’s Account(s) shall be calculated as of the Valuation Date of said event. Installment payments (if applicable) made after the first payment shall be paid on or about the applicable modal anniversary of the first payment date until all required installments have been paid. The amount of each payment shall be determined by dividing the value of the Participant’s Account(s) immediately prior to such payment by the number of payments remaining to be paid. Any unpaid Account(s) shall continue to be credited or debited with Earnings, in which case any deemed income, gain, loss, or expenses shall be reflected in the actual payments. The final installment payment shall be equal to the balance of the Account(s), calculated as of the applicable modal anniversary.

7.2 Permissible Payment Events. A Participant shall elect on his or her Election of Deferral to receive payment of his or her Account(s), based upon: (a) the date of the Participant Separation from Service, (b) a Participant’s attainment of the age selected thereby on the Participant’s Election of Deferral, or (c) the earlier of the date the Participant Separates from Service or the age selected thereby of the Participant’s Election of Deferral.

(a) Payment Following Separation From Service. If a Participant Separates from Service with the Corporation the vested Accounts of the Participant shall be calculated as of the Valuation Date and payment shall be made as soon as administratively feasible following the event date. Amounts shall be distributed according to the form of payment selected by the Participant and permitted by the Plan.

(b) Payment at a Specified Age. If payment of the Participant’s vested Accounts is to be distributed upon a Specified Age, the Account(s) shall be calculated as of the Valuation Date. The Participant’s vested Account(s) shall be paid in accordance with the Participant’s payment election, as part of such Election of Deferral, with payment or payments being made as soon as administratively feasible following the attainment of the specified age.

(c) Payment in the Event of an Unforeseeable Emergency. Notwithstanding anything contained in this Section 7.2, in the event a Participant petitions the Committee for payment of an amount from his or her vested Account(s) to meet an Unforeseeable Emergency, as defined under the terms of the Plan, and such petition is approved by the Committee, in its sole and absolute discretion, then the Corporation shall make payment to the Participant in a single lump sum, as soon as administratively feasible after such

approval, an amount from the Accounts of the Participant to meet such an Unforeseeable Emergency.

7.3 No Accelerations. Notwithstanding anything in this Plan to the contrary, neither the Corporation nor a Participant may accelerate the time or schedule of any payment or amount scheduled to be paid under this Plan, except as otherwise permitted by authoritative guidance. The Corporation shall deny any change made to an election if the Corporation determines that the change violates the requirements of authoritative guidance.

7.4 Unsecured General Creditor Status of Participant:

(a) Payment to the Participant or any Beneficiary hereunder shall be made from assets which shall continue, for all purposes, to be part of the general, unrestricted assets of the Corporation and no person shall have any interest in any such asset by virtue of any provision of this Plan. The Corporation’s obligation hereunder shall be an unfunded and unsecured promise to pay money in the future. To the extent that any person acquires a right to receive payments from the Corporation under the provisions hereof, such right shall be no greater than the right of any unsecured general creditor of the Corporation and no such person shall have or acquire any legal or equitable right, interest, or claim in or to any property or assets of the Corporation.

(b) In the event that the Corporation purchases an insurance policy or policies insuring the life of a Participant, to allow the Corporation to recover or meet the cost of providing benefits, in whole or in part, hereunder, no Participant or Beneficiary shall have any rights whatsoever in said policy or the proceeds therefrom. The Corporation or the Trustee of the Trust (if any) shall be the primary owner and beneficiary of any such insurance policy or property and shall possess and may exercise all incidents of ownership therein.

(c) In the event that the Corporation purchases an insurance policy or policies on the life of a Participant as provided for above, then all of such policies shall be subject to the claims of the general creditors of the Corporation.

(d) If the Corporation chooses to obtain insurance on the life of a Participant in connection with its obligations under this Plan, the Participant hereby agrees to take such physical examinations and to truthfully and completely supply such information as may be required by the Corporation or the insurance company designated by the Corporation.

7.5 Facility of Payment. If a distribution is to be made to a minor, or to a person who is otherwise incompetent, then the Committee may make such distribution: (i) to the legal guardian, or if none, to a parent of a minor payee with whom the payee maintains his or her residence; or (ii) to the conservator or administrator or, if none, to the person having custody of an incompetent payee. Any such distribution shall fully discharge the Corporation and the Committee from further liability on account thereof.

7.6 Treatment of Payment as Made on Designated Payment Date. Each payment under this Plan is deemed made on the required payment date even if the payment is made after such date, provided the payment is made by the latest of: (i) the end of the calendar year in which the payment is due; (ii) the 15th day of the third calendar month following the payment due date; (iii) in case the Corporation cannot calculate the payment amount on account of administrative impracticality which is beyond the Participant's control (or the control of the Participant's estate), in the first calendar year in which payment is practicable; (iv) in case the Corporation does not have sufficient funds to make the payment without jeopardizing the Corporation’s solvency, in the first calendar year in which the Corporation’s funds are sufficient to make the payment.

ARTICLE 8

Beneficiary Designation

8.1 Designation of Beneficiaries.

(a) Each Participant may designate any person or persons (who may be named contingently or successively) to receive any benefits payable under the Plan upon the Participant’s death, and the designation may be changed from time to time by the Participant by filing a new designation. Each designation will revoke all prior designations by the same Participant, shall be in the form prescribed by the Committee, and shall be effective only when filed in writing with the Committee during the Participant’s lifetime.

(b) In the absence of a valid Beneficiary designation, or if, at the time any benefit payment is due to a Beneficiary, there is no living Beneficiary validly named by the Participant, the Corporation shall pay the benefit payment to the Participant’s spouse, if then living, and if the spouse is not then living to the Participant’s then living descendants, if any, per stirpes, and if there are no living descendants, to the Participant’s estate. In determining the existence or identity of anyone entitled to a benefit payment, the Corporation may rely conclusively upon information supplied by the Participant’s personal representative, executor, or administrator.

(c) If a question arises as to the existence or identity of anyone entitled to receive a death benefit payment under the Plan, or if a dispute arises with respect to any death benefit payment under the Plan, the Corporation may distribute the payment to the Participant’s estate without liability for any tax or other consequences, or may take any other action which the Corporation deems to be appropriate.

8.2 Information to be Furnished by Participants and Beneficiaries; Inability to Locate Participants Beneficiary. Any communication, statement, or notice addressed to a Participant or to a Beneficiary at his or her last post office address as shown on the Corporation’s records shall be binding on the Participant or Beneficiary for all purposes of this Plan. The Corporation shall not be obligated to search for any Participant or Beneficiary beyond the sending of a registered letter to the last known address.

ARTICLE 9

Termination, Amendment, or Modification

9.1 Plan Termination. The Corporation reserves the right to terminate this Plan in accordance with one of the following, subject to the restrictions imposed by Section 409A and authoritative guidance:

(a) Corporate Dissolution or Bankruptcy. This Plan may be terminated within twelve (12) months of a corporate dissolution taxed under Code § 331, or with the approval of a bankruptcy court pursuant to 11 U.S.C. Section 503(b) (1) (A), and distributions may then be made to Participants provided that the amounts deferred under this Plan are included in the Participants’ gross income in the latest of:

(i)

The calendar year in which the Plan termination occurs;

(ii)

The calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or

(iii)

The first calendar year in which the payment is administratively practicable.

(b) Discretionary Termination. The Corporation may also terminate this Plan and make distributions provided that:

(i)

All plans sponsored by the Corporation that would be aggregated with any terminated arrangements under Treasury Regulations §1.409A-1(c) are terminated;

(ii)

No payments, other than payments that would be payable under the terms of this plan if the termination had not occurred, are made within twelve (12) months of this plan termination;

(iii)

All payments are made within twenty-four (24) months of this plan termination; and

(iv)

Neither the Corporation nor any of its affiliates adopts a new plan that would be aggregated with any terminated plan if the same Participant participated in both arrangements at any time within three (3) years following the date of termination of this Plan.

(v)

The termination does not occur proximate to a downturn in the financial health of the Corporation. The Corporation also reserves the right to suspend the operation of this Plan for a fixed or indeterminate period of time.

9.2 Amendment. The Corporation reserves the right to amend this Plan at any time to comply with Section 409A and other Applicable Guidance or for any other purpose, provided that such amendment will not cause the Plan to violate the provisions of Section 409A. Except to the extent necessary to bring this Plan into compliance with Section 409A: (i) no amendment or modification shall be effective to decrease the value or vested percentage of a Participant’s Account(s) in existence at the time an amendment or modification is made, and (ii) no amendment or modification shall materially and adversely affect the Participant’s rights to be credited with additional amounts on such Account(s), or otherwise materially and adversely affect the Participant’s rights with respect to such Account(s).

ARTICLE 10

Administration

10.1 Committee Duties. The Committee shall be responsible for the management, operation, and administration of the Plan. The Committee shall act at meetings by affirmative vote of a majority of its members. Any action permitted to be taken at a meeting may be taken without a meeting if, prior to such action, a unanimous written consent to the action is signed by all members and such written consent is filed with the minutes of the proceedings of the Committee, provided, however that no member may vote or act upon any matter which relates solely to himself or herself as a Participant. The Chair, or any other member or members of the Committee designated by the Chair, may execute any certificate or other written direction on behalf of the Committee. When making a determination or calculation, the Committee shall be entitled to rely on information furnished by a Participant or the Corporation. No provision of this Plan shall be construed as imposing o n the Committee any fiduciary duty under ERISA or other law, or any duty similar to any fiduciary duty under ERISA or other law.

10.2 Committee Authority. The Committee shall enforce this Plan in accordance with its terms, shall be charged with the general administration of this Plan, and shall have all powers necessary to accomplish its purposes, including, but not by way of limitation, the following:

(a) To select the Deemed Investment Options available from time to time;

(b) To construe and interpret the terms and provisions of this Plan;

(c) To compute and certify the amount and kind of benefits payable to Participants and their Beneficiaries; to determine the time and manner in which such benefits are paid; and to determine the amount of any withholding taxes to be deducted;

(d) To maintain all records that may be necessary for the administration of this Plan;

(e) To provide for the disclosure of all information and the filing or provision of all reports and statements to Participants, Beneficiaries, and governmental agencies as shall be required by law;

(f) To make and publish such rules for the regulation of this Plan and procedures for the administration of this Plan as are not inconsistent with the terms hereof;

(g) To administer this Plan’s claims procedures;

(h) To approve election forms and procedures for use under this Plan; and

(i) To appoint a plan record keeper or any other agent, and to delegate to them such powers and duties in connection with the administration of this Plan as the Committee may from time to time prescribe.

10.3 Binding Effect of Decision. The decision or action of the Committee with respect to any question arising out of or in connection with the administration, interpretation, and application of this Plan and the rules and regulations promulgated hereunder shall be final and conclusive and binding upon all persons having any interest in this Plan.

10.4 Compensation, Expenses, and Indemnity. The Committee shall serve without compensation for services rendered hereunder. The Committee is authorized at the expense of the Corporation to employ such legal counsel and/or Plan record keeper as it may deem advisable to assist in the performance of its duties hereunder. Expense and fees in connection with the administration of this Plan shall be paid by the Corporation.

10.5 Corporation Information. To enable the Committee to perform its functions, the Corporation shall supply full and timely information to the Committee, on all matters relating to the Compensation of its Participants, the date and circumstances of the Separation from Service, and such other pertinent information as the Committee may reasonably require.

10.6 Periodic Statements. Under procedures established by the Committee, a Participant shall be provided a statement of account on a quarterly basis (or more frequently as the Committee shall determine) with respect to such Participant’s Accounts.

ARTICLE 11

Claims Procedures

11.1 Claims Procedure. This Article is based on final regulations issued by the Department of Labor and published in the Federal Register on November 21, 2000 and codified in Section 2560.503-1 of the Department of Labor Regulations. If any provision of this Article conflicts with the requirements of those regulations, the requirements of those regulations will prevail.

(a) Claim. A Participant or Beneficiary (hereinafter referred to as a “Claimant”) who believes he or she is entitled to any Plan benefit under this Plan may file a claim with the Corporation. The Corporation shall review the claim itself or appoint an individual or entity to review the claim.

(b) Claim Decision. The Claimant shall be notified within ninety (90) days after the claim is filed whether the claim is allowed or denied, unless the claimant receives written notice from the Corporation or appointee of the Corporation prior to the end of the ninety (90) day period stating that special circumstances require an extension of the time for decision. Such extension is not to extend beyond the day which is one hundred eighty (180) days after the day the claim is filed. If the Corporation denies the claim, it must provide to the Claimant, in writing or by electronic communication:

(i)

The specific reasons for such denial;

(ii)

Specific reference to pertinent provisions of this Plan which such denial is based;

(iii)

A description of any additional material or information necessary for the Claimant to perfect his or her claim and an explanation why such material or such information is necessary; and

(iv)

A description of the Plan’s appeal procedures and the time limits applicable to such procedures, including a statement of the Claimant’s right to bring a civil action under Section 502(a) of ERISA following a denial of the appeal of the denial of the benefits claim.

(c) Review Procedures. A request for review of a denied claim must be made in writing to the Corporation within sixty (60) days after receiving notice of denial. The decision upon review will be made within sixty (60) days after the Corporation’s receipt of a request for review, unless special circumstances require an extension of time for processing, in which case a decision will be rendered not later than one hundred twenty (120) days after receipt of a request for review. A notice of such an extension must be provided to the Claimant within the initial sixty (60) day period and must explain the special circumstances and provide an expected date of decision. The reviewer shall afford the Claimant an opportunity to review and receive, without charge, all relevant documents, information, and records and to submit issues and comments in writing to the Corporation. The reviewer shall take into account all comments, documents, records, and other information submitted by the Claimant relating to the claim regardless of whether the information was submitted or considered in the benefit determination. Upon completion of its review of an adverse initial claim determination, the Corporation will give the Claimant, in writing or by electronic notification, a notice containing:

(i)

its decision;

(ii)

the specific reasons for the decision;

(iii)

the relevant Plan provisions on which its decision is based;

(iv)

a statement that the Claimant is entitled to receive, upon request and without charge, reasonable access to, and copies of, all documents, records and other information in the Plan’s files which is relevant to the Claimant’s claim for benefit;

(v)

a statement describing the Claimant’s right to bring an action for judicial review under ERISA Section 502(a); and

(vi)

If an internal rule, guideline, protocol, or other similar criterion was relied upon in making the adverse determination on review, a statement that a copy of the rule, guideline, protocol, or other similar criterion will be provided without charge to the Claimant upon request.

(d) Calculation of Time Periods. For purposes of the time periods specified in this Article, the period of time during which a benefit determination is required to be made begins at the time a claim is filed in accordance with this Plan procedures without regard to whether all the information necessary to make a decision accompanies the claim. If a period of time is extended due to a Claimant’s failure to submit all information necessary, the period for making the determination shall be tolled from the date the notification is sent to the Claimant until the date the Claimant responds.

(e) Failure of Plan to Follow Procedures. If the Corporation fails to follow the claims procedure required by this Article, a Claimant shall be deemed to have exhausted the administrative remedies available under this Plan and shall be entitled to pursue any available remedy under Section 502(a) of ERISA on the basis that this Plan has failed to provide a reasonable claims procedure that would yield a decision on the merits of the claim.

(f) Failure of Claimant to Follow Procedures. A Claimant’s compliance with the foregoing provisions of this Article is a mandatory prerequisite to the Claimant’s right to commence any legal action with respect to any claim for benefits under the Plan.

11.2 Arbitration of Claims. All claims or controversies arising out of or in connection with this Plan shall, subject to the initial review provided for in the foregoing provisions of this Article, be resolved through arbitration. Except as otherwise mutually agreed to by the parties, any arbitration shall be administered under and by the Judicial Arbitration & Mediation Services, Inc. (“JAMS”), in accordance with the JAMS procedures then in effect. The arbitration shall be held in the JAMS office nearest to where the Claimant is or was last employed by the Corporation or at a mutually agreeable location. The prevailing party in the arbitration shall have the right to recover its reasonable attorney’s fees, disbursements, and costs of the arbitration (including enforcement of the arbitration decision), subject to any contrary determination by the arbitrator.

ARTICLE 12

The Trust

12.1 Establishment of Trust. The Corporation may establish a grantor trust (the “Trust”), of which the Corporation is the grantor, within the meaning of subpart E, part I, subchapter J, subtitle A of the Code, to pay benefits under this Plan. If the Corporation establishes a Trust, all benefits payable under this Plan to a Participant shall be paid directly by the Corporation from the Trust. To the extent such benefits are not paid from the Trust, the benefits shall be paid from the general assets of the Corporation. The Trust, (if any), shall be a grantor trust which conforms to the terms of the model trust as described in IRS Revenue Procedure 92-64, I.R.B. 1992-33, as same may be amended or modified from time to time. If the Corporation establishes a Trust, the assets of the Trust will be subject to the claims of the Corporation’s creditors in the event of its insolvency. Except as may otherwise be provided under the Trust, the Co rporation shall not be obligated to set aside, earmark, or escrow any funds or other assets to satisfy its obligations under this Plan, and the Participant and/or his or her designated Beneficiaries shall not have any property interest in any specific assets of the Corporation other than the unsecured right to receive payments from the Corporation, as provided in this Plan.

12.2 Interrelationship of the Plan and the Trust. The provisions of this Plan shall govern the rights of a Participant to receive distributions pursuant to this Plan. The provisions of the Trust (if established) shall govern the rights of the Participant and the general creditors of the Corporation to the assets transferred to the Trust. The Corporation and each Participant shall at all times remain liable to carry out its obligations under this Plan. The Corporation’s obligations under this Plan may be satisfied with Trust assets distributed pursuant to the terms of the Trust.

12.3 Contribution to the Trust. Amounts may be contributed by the Corporation to the Trust at the sole discretion of the Corporation.

ARTICLE 13

Miscellaneous

13.1 Validity. In case any provision of this Plan shall be illegal or invalid for any reason, said illegality or invalidity shall not affect the remaining parts hereof, but this Plan shall be construed and enforced as if such illegal or invalid provision had never been inserted herein. To the extent any provision of this Plan is determined by the Committee (acting in good faith), the Internal Revenue Service, the United States Department of the Treasury, or a court of competent jurisdiction to fail to comply with Section 409A of the Code or authoritative guidance with respect to any Participant or Participants, such provision shall have no force or effect with respect to such Participant or Participants.

13.2 Nonassignability. Neither any Participant nor any other person shall have any right to commute, sell, assign, transfer, pledge, anticipate, mortgage, or otherwise encumber, transfer, hypothecate, alienate, or convey in advance of actual receipt, the amounts, if any, payable hereunder, or any part hereof, which are, and all rights to which are expressly declared to be, unassignable and non-transferable. No part of the amounts payable shall be subject to seizure, attachment, garnishment (except to the extent the Corporation may be required to garnish amounts from payments due under this Plan pursuant to applicable law or to satisfy a debt to the Corporation), or sequestration for the payment of any debts, judgments, alimony, or separate maintenance owed by a Participant or any other person, be transferable by operation of law in the event of a Participant’s or any other person’s bankruptcy or insolvency, or be transferable to a spouse as a result of a property settlement or otherwise. If any Participant, Beneficiary, or successor in interest is adjudicated bankrupt or purports to commute, sell, assign, transfer, pledge, anticipate, mortgage or otherwise encumber transfer, hypothecate, alienate, or convey in advance of actual receipt, the amount, if any, payable hereunder, or any part thereof, the Committee, in its discretion, may cancel such distribution or payment (or any part thereof) to or for the benefit of such Participant, Beneficiary, or successor in interest in such manner as the Committee shall direct.

13.3 Not a Contract. The terms and conditions of this Plan shall not be deemed to constitute a contract between the Corporation and the Participant.

13.4 Unclaimed Benefits. In the case of a benefit payable on behalf of such Participant, if the Committee is unable to locate the Participant or Beneficiary to whom such benefit is payable, such Plan benefit may be forfeited to the Corporation upon the Committee’s determination. Notwithstanding the foregoing, if, subsequent to any such forfeiture, the Participant or Beneficiary to whom such Plan benefit is payable makes a valid claim for such Plan benefit, such forfeited Plan benefit shall be paid by the Committee to the Participant or Beneficiary, without interest, from the date it would have otherwise been paid.

13.5 Governing Law. Subject to ERISA, the provisions of this Plan shall be construed and interpreted according to the internal laws of the State of California, without regard to its conflicts of laws principles.

13.6 Notice. Any notice, consent or demand required or permitted to be given under the provisions of this Plan shall be in writing and shall be signed by the party giving or making the same. If such notice, consent or demand is mailed, it shall be sent by United States certified mail, postage prepaid, addressed to the addressee’s last known address as shown on the records of the Corporation. The date of such mailing shall be deemed the date of notice consent or demand. Any person may change the address to which notice is to be sent by giving notice of the change of address in the manner aforesaid.

13.7 Compliance. A Participant shall have no right to receive payment with respect to the Participant’s Account balance until all legal and contractual obligations of the Corporation relating to establishment of the Plan and the making of such payments shall have been complied with in full.

13.8 Successor Company. The Plan may be continued after a sale of assets of the Corporation, or a merger or consolidation of the Corporation into another corporation or entity only if and to the extent that the transferee, purchaser or successor entity agrees to continue the Plan. In the event that the Plan is not continued by the transferee, purchaser or successor entity, the Plan shall automatically terminate, and the provisions of Article 9.1 shall become operative.

13.9 Compliance with Section 409A and Authoritative Guidance. Notwithstanding anything in this Plan to the contrary, all provisions of this Plan, including but not limited to the definitions of terms, elections to defer, and distributions, shall be made in accordance with and shall comply with Section 409A and any authoritative guidance. The Corporation will amend the terms of this Plan retroactively, if necessary, to the extent required to comply with Section 409A and any authoritative guidance. No provision of this Plan shall be followed to the extent that following such provision would result in a violation of Section 409A or the authoritative guidance, and no election made by a Participant hereunder, and no change made by a Participant to a previous election, shall be accepted by the Corporation if the Corporation determines that acceptance of such election or change could violate any of the requirements of Section 409A or the authoritative gui dance. This Plan and any accompanying forms shall be interpreted in accordance with, and incorporate the terms and conditions required by, Section 409A and the authoritative guidance, including, without limitation, any such Treasury Regulations or other guidance that may be issued after the date hereof.

IN WITNESS WHEREOF, the Corporation has caused the amended and restated Plan to be executed effective December 5, 2008.

ATTEST

REGAN HOLDING CORP.

/s/ Rebecca Yungert

/s/ R. Preston Pitts

(Signature)

Rebecca Yungert

R. Preston Pitts

(Print Name)

President

(Title)

December 5, 2008

(Date)

EX-10 15 p20678ex10u.htm EXHIBIT 10(U) REGAN HOLDING CORP

Exhibit 10(u)

REGAN HOLDING CORP.

AMENDED AND RESTATED

“PRODUCER COMMISSION DEFERRAL PLAN”

RECITALS

WHEREAS, the Plan was originally adopted on April 1, 1999; and

WHEREAS, the Plan was established to provide certain individuals who market annuity and life insurance products on behalf of the Corporation who are selected for participation in this Plan with additional retirement benefits and the opportunity to defer receipt of their Sales Commissions otherwise payable by the Corporation; and

WHEREAS, the Plan is not intended to be a qualified plan pursuant to the Code; the Corporation intends that the Plan shall at all times be administered and interpreted in such a manner as to constitute an unfunded nonqualified deferred compensation plan for tax purposes and for purposes of Title I of ERISA; and

ARTICLE 1

Definitions

1.3 “Agreement” shall mean the Regan Holding Corp. Producer Commission Deferral Plan Agreement entered into between the Corporation and an Eligible Participant. The Agreement includes an Eligible Participant’s Election(s) of Deferral and/or Notice of Discontinuance.

1.5 “Board” shall mean the Board of Directors of the Corporation.

1.6 “Claimant” shall mean a person who believes that he or she is being denied a benefit to which he or she is entitled hereunder.

1.7 “Code” shall mean the Internal Revenue Code of 1986, as amended.

1.8 “Committee” shall mean a committee designated by the Board which committee shall administer the Plan as set forth in Article 10.

1.9 “Compensation” shall mean the Sales Commissions payable to a Participant by the Corporation on account of the Participant’s service as a Producer.

1.10 “Corporation” shall mean the person or entity: (i) receiving the services of the Participant; (ii) with respect to whom the Legally Binding Right to Compensation arises; and (iii) all persons with whom such person or entity would be considered a single employer under Code §414(b) or §414(c).

1.11 “Deemed Investment Election” shall mean the elections made by a Participant specifying the manner in which the Participant Account(s) will be hypothetically invested in the Deemed Investment Options in accordance with the terms of the Plan.

1.12 “Deemed Investment Options” shall mean the hypothetical Investment Options offered by the Corporation, from time to time, that are used to determine the Earnings on the Participant Account(s).

1.13 “Deferred Amounts” shall mean the amount of Compensation deferred pursuant to Article 3 of the Plan and credited to a Participant’s Retirement Account.

1.14 “Deferred Compensation” shall mean the Participant’s Accounts attributable to Deferred Amounts, Nonelective Matching Contributions (if any), and Earnings on such contributions. The “Deferral of Compensation” is Compensation that the Participant or the Corporation has deferred under the Plan. Compensation is deferred if: (i) under the terms of the Plan and the relevant facts and circumstances, the Participant has a Legally Binding Right to Compensation during a Taxable Year; and (ii) such Compensation is or may be payable to (or on behalf of) the Participant in a later Taxable Year. An amount generally is payable at the time the Participant has a right to currently receive a transfer of cash or property, including a transfer of property includable in income under Code §83.

1.15 “Designated Beneficiary” shall mean the person or persons, natural or otherwise, designated in writing by a Participant to receive a Participant’s vested Account upon death the Participant.

1.16 “Earnings” shall mean, the Plan’s actual or notional income, attributable to an amount of Deferral of Compensation, (in accordance with Code §31.3121(v)(2)-1(d)(2)) and in accordance with the terms of the Plan. For purposes of this Plan, Earnings on an amount deferred generally includes an amount credited on behalf of a Participant that reflects a rate of return that does not exceed either: (i) the rate of return on a predetermined actual investment or, (ii) if the income does not reflect a rate of return on a predetermined actual investment, a reasonable rate of interest, in accordance with Treasury Regulation §1.409A-1(o).

1.17 “Effective Date” shall be the date the Plan was originally adopted, April 1, 1999.

1.18 “Election of Deferral” shall mean a written notice filed by an Eligible Participant with the Committee pursuant to which the Participant elects to defer receipt of Compensation under the Plan. The Election of Deferral shall be part of the Agreement.

1.19 “Eligible Participant” shall mean for any Plan Year (or applicable portion of a Plan Year), an Independent Contractor who is determined by the Corporation, or its designee, to be a Participant under the Plan. If the Corporation determines that an Independent Contractor first becomes an Eligible Participant during a Plan Year, the Corporation shall notify the individual in writing of its determination and of the date during the Plan Year on which the individual shall first become a Plan Participant.

1.20 “ERISA” shall mean the Employee Retirement Income Security Act of 1974, as it may be amended from time to time.

1.21 “Independent Contractor” shall mean a person or entity (as described in Treasury Regulations §1.409A-1(f)(1) that is on the cash basis method of accounting for Federal income tax purposes), that is providing management services to the Corporation and who is not an Employee. For purposes of this Plan, an Independent Contractor excludes a contractor providing significant services to at least two unrelated entities and one that is not related to the Corporation (see Treasury Regulations §1.409A-1(f)((2) for description of Independent Contractors specifically excluded from coverage under IRC Section 409A).

1.22 “Legally Binding Right” shall mean, with respect to Compensation: (i) the Participant’s right to such Compensation, granted by the Corporation, after the Participant has performed the services which created the Legally Binding Right, and (ii) where Compensation may not be reduced unilaterally or eliminated by the Corporation or any other person after the services creating the right to Compensation has been performed. The Corporation, based on the facts and circumstances, will determine whether a Legally Binding Right exists or does not exist with respect to Compensation, in accordance with Treasury Regulation §1.409A-1(b)(1).

1.23 “Nonelective Matching Contribution” shall mean contributions made by the Corporation pursuant to Article 4.

1.24 “Nonelective Matching Contribution Account” shall mean: (i) the sum of the Nonelective Matching Contribution amounts, plus (ii) Earnings thereon, less (iii) all distributions made to the Participant or his or her Beneficiary that relate to the Participant’s Nonelective Matching Contribution Account, and tax withholding amounts deducted (if any) from said Account.

1.25 “Notice of Discontinuance” shall mean a written notice filed by a Participant with the Committee requesting the withdrawal and cancellation, on a prospective basis, of the Participant’s most recent Election of Deferral. The Notice of Discontinuance shall be part of the Agreement.

1.26 “Participant” shall mean an Eligible Participant and/or an individual with a benefit under the Plan.

1.27 “Payment” shall mean except as otherwise provided in the Plan, for purposes of subsequent changes in the time or form, the term Payment refers to each separately identified amount to which a Participant is entitled under the Plan, on a determinable date, and includes amounts paid for the benefit of the Participant. An amount is “separately identified” only if the amount may be objectively determined under a nondiscretionary formula. For purposes of this Article, a payment includes the provision of any taxable benefit, including payment in cash or in kind. A payment includes, but is not limited to, the transfer, cancellation, or reduction of an amount of Deferred Compensation in exchange for benefits under a welfare benefit plan, a fringe benefit excludible under Code §119 or §132, or any other benefit that is excludible from gross income.

1.28 “Permissible Payments” shall mean the following three (3) events upon which payment will be made to a Participant or their Designated Beneficiary under the terms of the Plan: (i) the Participant’s Separation from Service, (ii) upon an Unforeseeable Emergency, or (iii) a time or a fixed schedule specified under the Plan, in accordance with Treasury Regulation §1.409A-3(a).

1.29 “Plan” shall mean this amended and restated Producer Commission Deferral Plan, the Agreement, all Election of Deferral Forms, and the Trust, (if any). For purposes of applying Code § 409A requirements, this Plan is an account balance plan under Treasury Regulation §1.409-1(c)(2)(i)(A).

1.30 “Plan Year” shall mean, for the first Plan Year, the period beginning on the date the Plan was originally adopted, April 1, 1999 and ending December 31, 1999, and thereafter, a twelve (12) month period beginning January 1 of each calendar year and continuing through December 31 of such calendar year.

1.31 “Producer” shall mean an Independent Contractor who has entered into a Producer Agreement.

1.32 “Producer Agreement” shall mean a written agreement entered into between a Producer and the Corporation, pursuant to which a Producer agrees to market annuity, life insurance and/or other investment products on behalf of the Corporation.

1.33 “Retirement Account” shall mean: (i) the sum of the Participant’s Deferred Amounts for each Plan Year, plus (ii) Earnings thereon, less (iii) all distributions made to, or withdrawals by, the Participant and his or her Beneficiary, and tax withholding amounts which may have been deducted from the Participant’s Retirement Account.

1.34 “Sales Commission Compensation” shall mean Compensation or portions of Compensation earned by the Participant if: (i) a substantial portion of the services provided by the Participant to the Corporation consist of the direct sale of a product or service to an unrelated customer; (ii) the Compensation paid by the Corporation to the Participant consists of either a portion of the purchase price for the product or service or an amount calculated solely by reference to the volume of sales; and (iii) payment of the Compensation is contingent upon the Corporation receiving payment for the product or services from a customer who is unrelated to the Corporation or to the Participant. A customer is related if treated as related under Treasury Regulations §1.409A-2(a)(12)(i).

1.35 “Section 409A” shall mean Section 409A of the Code and the Treasury Regulations and other Applicable Guidance issued under that Section.

1.36 “Separation from Service” shall mean the expiration of a contract (or in the case of more than one contract, all contracts) under which the services are performed for the Corporation (as defined in Treasury Regulations §1.409A-1(h)(3)) if the expiration constitutes a good-faith and complete termination of the contractual relationship. For purposes of this Plan a contract shall mean a Producer Agreement, as defined in Article 1.32. The expiration of the contract does not constitute a good faith and complete termination of the contractual relationship if the Corporation anticipates a renewal of a contractual relationship or the Independent Contractor becoming an Employee. For this purpose, the Corporation is considered to anticipate the renewal of the contractual relationship with an Independent Contractor if it intends to contract again for the services provided under the expired contract, and neither the Corporation nor the Inde pendent Contractor has eliminated the Independent Contractor as a possible provider of services under any such new contract. Further, the Corporation is considered to intend to contract again for the services provided under an expired contract if the Corporation’s doing so is conditioned only upon incurring a need for the services, the availability of funds, or both.

1.37 “Specified Time or Fixed Schedule” shall mean, with respect to a payment of Deferred Compensation, if objectively determinable: (i) the amount payable; and (ii) the payment date or dates that are nondiscretionary. For purposes of this Article, an amount is objectively determinable if the amount is specifically identified or if the amount may be determined at the time the payment is due pursuant to an objective, nondiscretionary formula specified at the time the amount is deferred and in accordance with Treasury Regulations §1.409A-3(i)(1)(i).

1.38 “Taxable Year” shall mean the twelve (12) consecutive month period ending each December 31.

1.39 “Treasury Regulations” shall mean regulations promulgated by the Internal Revenue Service for the U.S. Department of the Treasury, as they may be amended from time to time.

1.40 “Trust” shall mean one or more trusts that may be established in accordance with the terms of this Plan.

1.41 “Unforeseeable Emergency” shall mean: (i) a severe financial hardship to the Participant resulting from an illness or accident of the Participant, the Participant’s spouse, the Participant’s Beneficiary, or the Participant’s dependents (as defined in Code §152 (a)); (ii) loss of the Participant’s property due to casualty; or (iii) other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant. The Corporation will determine whether a Participant incurs an Unforeseeable Emergency based on the relevant facts and circumstances and in accordance with Treasury Regulations §1.409A-3(a)(6)(i)(3) or Applicable Guidance. However, in any case, payment on account of an Unforeseeable Emergency may not be made to the extent that such emergency is or may be relieved: (i) through reimbursement or compensation from insurance or ot herwise; (ii) by liquidation of the Participant’s assets, to the extent the liquidation of such assets would not cause severe financial hardship; or (iii) by the cessation of deferrals under this Plan. The amount of any payment based on an Unforeseeable Emergency is limited to the amount that is reasonably necessary to satisfy the emergency need, which may include amounts necessary to pay any Federal, state, or local income taxes or penalties reasonably anticipated to result from the distribution. The determination as to the amount of payment must take into account any additional compensation that is available to the Participant if he or she cancels a deferral election in accordance with terms of the Plan. If the Corporation in the Adoption Agreement elects to permit payment based on an Unforeseeable Emergency, the Plan shall provide for payment upon all Unforeseeable Emergencies, provided that any event upon which a payment may be made qualifies as an Unforeseeable Emergency. After a hardship distribut ion has been granted to the participant, all Elections of Deferral will cease for the remaining plan year.

1.42 “Valuation Date” shall mean the date through which Earnings are credited/debited to a Participant Account(s). The Valuation Date shall be as close to the payout or other event triggering valuation as is administratively feasible. The Valuation date for purposes of the Article shall be interpreted as each day at the close of business of the New York Stock Exchange (currently 4:00 p.m. Eastern Time), on days that the New York Stock Exchange (NYSE) is open for trading or any other day on which there is sufficient trading in securities of the applicable fund to materially affect the unit value of the fund and the corresponding unit value of the Participant’s Deemed Investment Option(s). If the NYSE extends its closing beyond 4:00 p.m. Eastern Time, and continues to value after the time of closing, the Committee reserves the right to treat communications received after 4:00 p.m. Eastern time as being received as of the beginning of t he next day.

1.43 “Year of Plan Participation” shall mean each completed twelve (12) month period during which the Participant is providing service on a full-time basis to the Corporation, (determined without regard to whether deferrals have been made by a Participant for any Plan Year), inclusive of any approved leaves of absence, beginning on the Participant’s date of entry into this Plan.

ARTICLE 2

Selection, Participation, Eligibility

2.1 Selection by Corporation. Participation in this Plan is open only to Independent Contractors of the Corporation, as determined by the Corporation in its sole and absolute discretion. Any Eligible Participant selected as a Plan Participant after the Effective Date, shall become an Eligible Participant on a date determined by the Corporation.

2.3 Cessation of Participation. An Eligible Participant or other individual shall cease to be a Participant in the Plan on the day when all amounts to the credit of the Eligible Participant’s or other individual’s entire Accounts have been distributed to such Eligible Participant or to such Eligible Participant’s Designated Beneficiary.

2.4 Eligibility. Each Eligible Participant shall be permitted to make an Election of Deferral for any Plan Year for which such Eligible Participant is an Eligible Participant.

2.5 Cessation of Eligibility. An individual shall cease to be eligible to make an Election of Deferral upon ceasing to be an Eligible Participant.

2.6 Re-Contract. If a Participant who incurs a Separation from Service is subsequently executes a Producer Agreement, he or she may, at the sole and absolute discretion of the Committee, become an Eligible Participant in accordance with the provisions of the Plan.

ARTICLE 3

Deferrals

3.1 Deferral Amount. Commencing on the Effective Date, and continuing through the date the Eligible Participant Separates from Service with the Corporation or the date of which the individual ceases to be an Eligible Participant, whichever occurs first, the Eligible Participant may elect to defer any or all of the Eligible Participant’s Compensation under the Plan which does not exceed the maximum deferral percentage determined by the Committee to be applicable under the Plan for such Plan Year on a uniform basis for all Eligible Participants. The Committee shall notify all Eligible Participants of the maximum deferral percentage to be applicable for each respective Plan Year by no later than thirty (30) days prior to the beginning of each such Plan Year. For purposes of this Plan, there is no minimum with respect to a Participant’s Deferred Amounts.

3.2 Election to Defer Compensation.

(a) In General. Except as otherwise provided below, an Eligible Participant shall make an Election of Deferral no later than the last business day of the Plan Year ending before the Plan Year in which services relating to such Compensation are performed. Thus, a deferral election generally must be made by the last business day in December before the Plan Year to which the election relates. The Committee, however, may establish an earlier deadline for the completion and delivery of an Election of Deferral. An Election of Deferral, to be valid, must be completed accurately and signed by the Participant and accepted by the Plan Committee. Accordingly, an election to defer Compensation will not be considered as having been made until such time, at which time the Election of Deferral shall become irrevocable. An Election of Deferral shall continue in effect pursuant to the terms of the Election of Deferral, unless and until the Eligib le Participant files with the Committee a subsequent Election of Deferral specifying that the Eligible Participant no longer wishes to have Compensation deferred. Each Election of Deferral filed subsequent to the Initial Election of Deferral shall similarly continue in effect until the Eligible Participant files a new Election of Deferral. For purposes of the deferral election timing rules under Section 409A, an Eligible Participant earning Sales Commission Compensation shall be deemed to provide the services to which such Sales Commissions relate in the Taxable Year in which the customer remits payment to the Corporation.

(b) First Year of Eligibility. If an Independent Contractor first becomes an Eligible Participant after the beginning of a Plan Year, and if he or she has not in any prior Plan Year become eligible to participate in any nonqualified deferred compensation plan of the Corporation with which the Plan would be aggregated for purposes of Treasury Regulations §1.409A-2(a)(6), he or she may make an initial deferral election within thirty (30) days after the date he or she first becomes an Eligible Participant, with respect to Compensation paid for services to be performed subsequent to the election. Where an Eligible Participant has ceased being eligible to participate in the Plan (other than the accrual of Earnings), regardless of whether all amounts deferred under the plan have been paid, and subsequently becomes eligible to participate in the plan again, the Independent Contractor may be treated as being initially eligible to pa rticipate in the plan if the said Independent Contractor had not been eligible to participate in the plan (other than the accrual of Earnings) at any time during the twenty-four (24) month period ending on the date the Independent Contractor again becomes eligible to participate in the plan. Under such circumstances, the rules of this Article will again apply.

(c) Termination of Election to Defer. The Eligible Participant’s most recent Election of Deferral shall continue in effect, pursuant to the terms of the Election of Deferral, until the Eligible Participant files with the Committee a Notice of Discontinuance or until the individual ceases to be an Eligible Participant. Any Notice of Discontinuance shall be effective if filed at any time prior to the beginning of the Plan Year to which it will pertain. Such Notice of Discontinuance shall be effective on the first day of the Plan Year following the filing thereof, and may relate solely to Compensation for services not yet performed as of the effective date of the Notice of Discontinuance.

(d) Terminations of Deferral Elections Following a Financial Hardship. If a Participant faces an Unforeseeable Emergency and/or receives a hardship distribution in accordance with Section 1.401(k)-1(d)(3) of the Treasury Regulations, the Participant may petition the Committee to cancel his or her deferral election for the remainder of the Plan Year. Whether a Participant is faced with an Unforeseeable Emergency shall be determined by the Committee in accordance with Treasury Regulations §1.409A-3(g)(3). A Participant whose deferral election is canceled pursuant to this Article may again elect to defer Compensation for any succeeding Plan Year, in accordance with the terms of the Plan.

3.3 Withholding and Crediting of Deferred Amounts. For each Plan Year, Compensation shall be withheld and credited to the Participant’s Retirement Account at the Corporation’s sole discretion.

ARTICLE 4

Matching Contributions

4.1 Matching Contributions by the Corporation. For each Plan Year during which the Plan is in effect, subject to the Committee’s discretion pursuant to Section 4.2, the Corporation shall make Nonelective Matching Contributions on each Participant’s Deferred Amounts to the Nonelective Matching Contribution Account for each Plan Year pursuant to Section 4.2.

4.2 Matching Contribution Formula. The amount of the Corporations Nonelective Matching Contribution credited to the Nonelective Matching Contribution Account for each Plan Year, if any, shall be at the sole discretion of the Committee. The Committee shall notify all Eligible Participant’s of the Nonelective Matching Contribution Formula to be applicable for each respective Plan Year no later than thirty (30) days prior to the beginning of each such Plan Year.

4.3 Timing of Nonelective Matching Contributions. The Corporation’s Nonelective Matching Contributions for a Plan Year with respect to a Participant’s Deferred Amounts for such Plan Year shall be made by the Corporation by no later than February 28 of the Plan Year next following the Plan Year in which the payment of such Compensation of such Participant was so deferred.

4.4 Entitlement to Nonelective Matching Contributions. Notwithstanding anything to the contrary contained in this Article 4, the Corporation shall not make a Nonelective Matching Contribution with respect to any individual who is not a Producer on the day on which the Corporation is to make such Nonelective Matching Contribution pursuant to the requirements of Section 4.3.

ARTICLE 5

Earnings on Account(s)

5.3 Deemed Investment Elections of Participants. A Participant’s Deemed Investment Elections for his or her Account(s) shall be subject to the following rules:

(b) All Deemed Investment Elections shall continue indefinitely until changed by the Participant in the manner permitted by the Committee.

(f) The Deemed Investment Options are to be used for measurement purposes only, and a Participant’s election of any such deemed investments, the allocation of such Deemed Investments to his or her Account(s), the calculation of additional amounts, and the crediting or debiting of such amounts to a Participant’s Account(s) shall not be considered or construed in any manner as an actual investment of his or her Account balance in any such Deemed Investments. In the event that the Corporation or the trustee of the Trust (if any), in its own discretion, decides to invest funds in any or all of the investments on which any of the Deemed Investments are based, no Participant (or Beneficiary) shall have any rights in or to such investments themselves. Without limiting the foregoing, a Participant’s Account(s) shall at all times be a bookkeeping entry only and shall not represent any investment made on his or her behalf by the Co rporation or the Trust (if any). The Participant (or beneficiary) shall at all times remain an unsecured creditor of the Corporation. Any liability of the Corporation to any Participant, former Participant, or Beneficiary with respect to a right to payment shall be based solely upon contractual obligations created by this Plan.

ARTICLE 6

Vesting of Benefits

6.1 Retirement Account. Each Participant shall always be fully vested in the Deferred Amounts, and the Earnings thereon, credited to the Participant’s Retirement Account.


Number of Full Years of Service		Vested %
Less than 2		0%
At least 2 but less than 3		20%
At least 3 but less than 4		40%
At least 4 but less than 5		60%
At least 5 but less than 6		80%
6 or more		100%

ARTICLE 7

Entitlement to Payment of Benefits

(i)

In a single lump sum

(ii)

In five (5) substantially equal annual installments.

(iii)

In ten (10) substantially equal annual installments.

7.2 Permissible Payment Events. A Participant shall elect on his or her Election of Deferral to receive payment of his or her Account(s), based upon: (a)the date of the Participant Separation from Service, (b) a Participant’s attainment of the age selected thereby on the Participant’s Election of Deferral, or (c) the earlier of the date the Participant Separates from Service or the age selected thereby on the Participant’s Election of Deferral.

(c) Payment in the Event of an Unforeseeable Emergency. Notwithstanding anything contained in this Section 7.2, in the event a Participant petitions the Committee for payment of an amount from his or her vested Account(s) to meet an Unforeseeable Emergency, as defined under the terms of the Plan, and such petition is approved by the Committee, in its sole and absolute discretion, then the Corporation shall make payment to the Participant in a single lump, as soon as administratively feasible after such approval, an amount form the Accounts of the Participant to meet such Emergency.

7.4 Unsecured General Creditor Status of Participant:

to make the payment.

ARTICLE 8

Beneficiary Designation

8.1 Designation of Beneficiaries.

ARTICLE 9

Termination, Amendment, or Modification

(a) Corporate Dissolution or Bankruptcy. This Plan may be terminated within twelve (12) months of a corporate dissolution taxed under Code § 331, or with the approval of a bankruptcy court pursuant to 11 U.S.C. Section 503(b)(1)(A), and distributions may then be made to Participants provided that the amounts deferred under this Plan are included in the Participants’ gross income in the latest of:

(i)

The calendar year in which the Plan termination occurs;

(ii)

The calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or

(iii)

The first calendar year in which the payment is administratively practicable.

(b) Discretionary Termination. The Corporation may also terminate this Plan and make distributions provided that:

(i)

All plans sponsored by the Corporation that would be aggregated with any terminated arrangements under Treasury Regulations §1.409A-1(c) are terminated;

(ii)

No payments, other than payments that would be payable under the terms of this plan if the termination had not occurred, are made within twelve (12) months of this plan termination;

(iii)

All payments are made within twenty-four (24) months of this plan termination; and

(iv)

(v)

ARTICLE 10

Administration

(a) To select the Deemed Investment Options available from time to time;

(b) To construe and interpret the terms and provisions of this Plan;

(d) To maintain all records that may be necessary for the administration of this Plan;

(e) To provide for the disclosure of all information and the filing or provision of all reports and statements to Participants, Beneficiaries, and governmental agencies as shall be required by law;

(f) To make and publish such rules for the regulation of this Plan and procedures for the administration of this Plan as are not inconsistent with the terms hereof;

(g) To administer this Plan’s claims procedures;

(h) To approve election forms and procedures for use under this Plan; and

ARTICLE 11

Claims Procedures

(i)

The specific reasons for such denial;

(ii)

Specific reference to pertinent provisions of this Plan on which such denial is based;

(iii) A description of any additional material or information necessary for the Claimant to perfect his or her claim and an explanation why such material or such information is necessary; and

(iv) A description of the Plan’s appeal procedures and the time limits applicable to such procedures, including a statement of the Claimant’s right to bring a civil action under Section 502(a) of ERISA following a denial of the appeal of the denial of the benefits claim.

(i)

its decision;

(ii)

the specific reasons for the decision;

(iii)

the relevant Plan provisions on which its decision is based;

(iv)

(v)

a statement describing the Claimant’s right to bring an action for judicial review under ERISA Section 502(a); and

(vi) If an internal rule, guideline, protocol, or other similar criterion was relied upon in making the adverse determination on review, a statement that a copy of the rule, guideline, protocol, or other similar criterion will be provided without charge to the Claimant upon request.

ARTICLE 12

The Trust

12.1 Establishment of Trust. The Corporation may establish a grantor trust (the“Trust”), of which the Corporation is the grantor, within the meaning of subpart E, part I, subchapter J, subtitle A of the Code, to pay benefits under this Plan. If the Corporation establishes a Trust, all benefits payable under this Plan to a Participant shall be paid directly by the Corporation from the Trust. To the extent such benefits are not paid from the Trust, the benefits shall be paid from the general assets of the Corporation. The Trust, (if any), shall be a grantor trust which conforms to the terms of the model trust as described in IRS Revenue Procedure 92-64, I.R.B. 1992-33, as same may be amended or modified from time to time. If the Corporation establishes a Trust, the assets of the Trust will be subject to the claims of the Corporation’s creditors in the event of its insolvency. Except as may otherwise be provided under the Trust, the Cor poration shall not be obligated to set aside, earmark, or escrow any funds or other assets to satisfy its obligations under this Plan, and the Participant and/or his or her designated Beneficiaries shall not have any property interest in any specific assets of the Corporation other than the unsecured right to receive payments from the Corporation, as provided in this Plan.

12.3 Contribution to the Trust. Amounts may be contributed by the Corporation to the Trust at the sole discretion of the Corporation.

ARTICLE 13

Miscellaneous

13.3 Not a Contract. The terms and conditions of this Plan shall not be deemed to constitute a contract between the Corporation and the Participant.

13.9 Compliance with Section 409A and Authoritative Guidance. Notwithstanding anything in this Plan to the contrary, all provisions of this Plan, including but not limited to the definitions of terms, elections to defer, and distributions, shall be made in accordance with and shall comply with Section 409A and any authoritative guidance. The Corporation will amend the terms of this Plan retroactively, if necessary, to the extent required to comply with Section409A and any authoritative guidance. No provision of this Plan shall be followed to the extent that following such provision would result in a violation of Section 409A or the authoritative guidance, and no election made by a Participant hereunder, and no change made by a Participant to a previous election, shall be accepted by the Corporation if the Corporation determines that acceptance of such election or change could violate any of the requirements of Section 409A or the authoritative guid ance. This Plan and any accompanying forms shall be interpreted in accordance with, and incorporate the terms and conditions required by, Section 409A and the authoritative guidance, including, without limitation, any such Treasury Regulations or other guidance that may be issued after the date hereof.

IN WITNESS WHEREOF, the Corporation has caused the amended and restated Plan to be executed effective December 5, 2008.

ATTEST

REGAN HOLDING CORP.

/s/ Rebecca Yungert

/s/ R. Preston Pitts

(Signature)

Rebecca Yungert

R. Preston Pitts

(Print Name)

President

(Title)

December 5, 2008

(Date)

EX-10 16 p20678ex10v.htm EXHIBIT 10(V) MARKETING AGREEMENT

Exhibit 10(v)

MARKETING AGREEMENT

This Marketing Agreement is made and entered into and effective as of October 10, 2005, by and between the parties as follows:

Conseco Marketing L.L.C., an Indiana Limited Liability Company (“CONSECO”), and Legacy Marketing Group, a California corporation (“LMG”), based on the following facts:

LMG and Conseco Insurance Company and Conseco Services L.L.C. are entering into an Administrative Services Agreement pursuant to which certain insurance business is to be administered by LMG.

CONSECO is, and from time to time will be, affiliated with a number of insurance and related service companies, hereinafter called the “Conseco Companies,” that offer and service annuity, life and health insurance products.

The objective of this Agreement is to provide an arrangement to sell certain Proprietary Products offered by CONSECO through Legacy Marketing Group.

LMG is engaged in the business of marketing insurance products to Wholesalers and Producers nationally and has developed a significant marketing operation and independent distribution channel, identified as: “Producers,” duly licensed and appointed independent insurance agents; and “Wholesalers,” duly licensed and appointed independent insurance agents or agencies who are responsible for recruiting, training and managing Producers.

CONSECO desires to have LMG utilize its marketing operation and sales force for the solicitation of the Proprietary Products.

Based on the foregoing facts, LMG and CONSECO (“the parties”) agree as follows:

DESIGNATION OF LMG AND SCOPE OF LMG’S AUTHORITY

1.1.

CONSECO designates LMG to appoint Wholesalers and Producers on behalf of CONSECO for the solicitation of the Proprietary Products. Such appointments will take place in accordance with the Administrative Services Agreement executed by the parties.

1.2.

LMG is designated by CONSECO to market the Proprietary Products to LMG’s Wholesalers and Producers who will solicit applications and to otherwise transact the business of this Agreement.

1.3.

LMG will have a written Producer Agreement with each Wholesaler and Producer, to which CONSECO will not be a party and shall have no obligation or liability thereunder.

*Confidential information omitted and filed separately with the SEC.

Page 1 of 24

1.4.

It is understood and agreed that LMG is an independent contractor, and nothing herein shall be construed to create the relationship of employer or employee between CONSECO and LMG or between CONSECO and any officer, employee, Wholesaler, Producer, or other associated person of LMG. Neither LMG nor any Wholesaler or Producer has authority to incur any liability on behalf of, or to bind, CONSECO in any way or change its rights, duties, or obligations, except as may be set forth in the Administrative Services Agreement between CONSECO and LMG.

1.5.

All Wholesalers and Producers who have been recruited by LMG and are appointed with CONSECO using criteria established by CONSECO to sell Proprietary Products shall be identified by CONSECO as Wholesalers and Producers of LMG as to such Proprietary Products. Any and all contracts entered into by and between such Wholesalers or Producers with respect to such Proprietary Products shall be coded by LMG onto its system and deemed Wholesalers and Producers of LMG. Upon CONSECO’s reasonable request, LMG will terminate the appointment of any agent appointed with CONSECO. In any event, CONSECO shall impose no more restrictive criteria for LMG’s Wholesalers and Producers than for any other similar distribution channel of CONSECO.

1.6

CONSECO and the Conseco Companies shall not directly or indirectly appoint Wholesalers and Producers of LMG for the purpose of selling non-Proprietary Products who are not contracted and/or appointed with CONSECO as of the date of this Agreement and during the term of this Agreement and for * (*) months following the termination of the Agreement. LMG may be willing to discuss other arrangements if the circumstances warrant. In any event, CONSECO shall offer to LMG no less than the highest contracting commission to LMG for any non-Proprietary Products of CONSECO.

RIGHTS AND OBLIGATIONS OF CONSECO

2.1.

Subject to Section 2.2, CONSECO and LMG will work together to develop new products to be underwritten by CONSECO and made available to LMG Producers and Wholesalers as specified on “Work Orders.” The parties may, from time to time, agree in writing to append Work Orders to this Agreement. The products set forth on Work Orders, executed by both parties, shall be referred to as a “Proprietary Product” or “Proprietary Products” throughout this Agreement. Each new Proprietary Product Work Order will provide for the compensation payable to LMG from CONSECO pertaining to that new Proprietary Product. The marketing allowance and commissions provided for in each Work Order may vary with the development of each new Proprietary Product. Such marketing allowance will be specifically provided for in that Proprietary Product’s Work Order, or any subsequent amendments to the W ork Order.

2.2.

LMG will provide to CONSECO a Product Summary Overview for a proposed Proprietary Product, containing a general summary of the product design information and pricing. Following receipt of the Product Summary Overview, CONSECO will use its best efforts to approve the product design within ten (10) days, but, in any event, no later than thirty (30) days (“Initial Approval”). Upon receipt of CONSECO’s Initial Approval,

*Confidential information omitted and filed separately with the SEC.

Page 2 of 24

LMG will, within thirty (30) days, proceed with drafting detailed product descriptions, specifications and preliminary pricing models of the proposed Proprietary Product

(“Product Information”). LMG will also provide access to such other information, materials and personnel relating to such products as CONSECO reasonably requests, without charge to CONSECO. Following receipt of the Product Information, CONSECO will have thirty (30) days to determine, in its sole discretion, if the product is approved (“Final Approval”). The parties may, by mutual agreement, extend any deadline during this process. In addition, the parties may revise the product design or re-price the product as necessary during these periods, to ensure that the product meets the desired objectives. If CONSECO determines the product is acceptable and gives its Final Approval, it will notify LMG in writing and a Work Order will be executed with a mutually agreed Effective Date. The product will be deemed to be a Proprietary Product within the terms of this Agreement, if: (a) a Work Order is signed for the product; and (b) the product is placed by mutual agreement of LMG and CONSECO on a Proprietary Products list.

2.3.

The commissions specified in a Work Order shall be modified whenever necessary to conform to the legal requirements of any state. CONSECO agrees not to withdraw, discontinue or significantly modify a Proprietary Product that has been launched into the marketplace pursuant to Section 2.2 without providing * (*) days prior written notice to LMG unless such withdrawal, discontinuance or modification is mandated by law, regulation, regulatory authority or court of law, or in response to a material regulatory, market conduct, rating issue or economic conditions, including tax issues, which was/were not anticipated when the Proprietary Product was launched which results in the Proprietary Product performing adversely to its original pricing. CONSECO retains sole discretion to determine if a regulatory or market conduct issue is material but will not be unreasonable in its assertion of same. If CONSECO withdraws any Propr ietary Product within * (*) months of the Launch Date for reasons other than CONSECO’s determination that the withdrawal is mandated by law, regulation, regulatory authority or court of law, or in response to a material regulatory market conduct, rating issue or economic conditions, including tax issues which was/were not anticipated when the Proprietary Product was launched which results in the Proprietary Product performing adversely, CONSECO will reimburse LMG $*, plus the cost of any unused inventory of marketing materials. Notwithstanding, all such costs to be reimbursed will not exceed $* per Proprietary Product. Furthermore, CONSECO may not be required to reimburse LMG if CONSECO and LMG agree in writing to withdraw such a Proprietary Product.

2.4.

CONSECO shall have the sole responsibility for maintaining and filing, and the costs associated with the filing, advertising materials in those states that so require prior to approving their use by LMG. In addition, CONSECO shall ensure a timely response to LMG’s submission of marketing materials requiring approval by CONSECO. CONSECO agrees to the following objectives in terms of service standards for CONSECO in supporting the marketing activities of LMG:

*Confidential information omitted and filed separately with the SEC.

Page 3 of 24

Description

Turnaround Times

Best Efforts

No Later Than

Advertising

* hours

* hours unless state

approval is required

Contract forms

* business days

Marketing Materials

*-* business days

Education Materials

*-* business days

* business days

Market Conduct Materials

*-* business days

* business days

2.5.

CONSECO shall provide LMG with written notice of any change of authority of persons authorized and enumerated in APPENDIX B to provide LMG with instructions or directions relating to services to be performed by LMG under this Agreement.

2.6.

During the term of this Agreement and for a period of * (*) months immediately following the termination of this Agreement between the parties, CONSECO or Conseco Companies shall not, directly or indirectly, solicit or recruit to represent CONSECO or Conseco Companies any LMG Wholesaler, Producer, or employee, unless such Wholesaler or Producer was contracted and/or appointed with CONSECO as of the date of this Agreement.

2.7.

CONSECO shall pay all license or royalty fees for use of any intellectual property belonging to a Third Party that is used with any Proprietary Products except to the extent of any intellectual property used by LMG in connection with performing its services pursuant to the Administrative Services Agreement between the parties or this Agreement. Notwithstanding the foregoing, if this Agreement or the Administrative Services Agreement terminates, and CONSECO desires to process or perform any services for which LMG had previously been responsible, CONSECO shall be required to obtain all licenses and pay any royalty fees on its own behalf to the extent CONSECO wishes to use such intellectual property.

2.8.

LMG will use commercially reasonable efforts, employing reasonable and standard industry practices, to collect outstanding debit balances (“Commercial Collection Process”) from Wholesalers and Producers. If a debit balance is not collected within * (*) months of the date it arises and LMG has utilized its Commercial Collection Process, LMG shall be responsible for the uncollected portion of any such debit balance.

2.8.1.

Notwithstanding the foregoing, if the debit balance results from the unilateral decision, action, omission, or error of CONSECO or any CONSECO agent, CONSECO shall be *% responsible for any such resulting uncollected debit balance. The parties shall use their best efforts to discuss and agree what, if any, charge-backs shall be made and/or collection efforts LMG shall utilize in such instances.

*Confidential information omitted and filed separately with the SEC.

Page 4 of 24

2.8.2.

Except for debit balances subject to Section 2.8.1., the parties further agree that if the debit balance results from a rescission ordered by a governmental entity or otherwise imposed upon the parties, or considered by the parties in resolution of any such action, the parties shall use their best efforts to discuss and resolve the parties’ responsibility for any such resulting uncollected debit balance. The parties shall use their best efforts to discuss and agree what, if any, charge-backs shall be made and/or collection efforts LMG shall utilize in such instances.

2.9.

CONSECO shall be responsible for the cost of filing the Proprietary Products Contract Forms with applicable regulatory authorities including the costs of obtaining “opinion letters” from counsel or any consulting fees on such Proprietary Products. However, if LMG requests a separate legal opinion letter or the use of a consultant for its exclusive benefit separate from the joint product development process, LMG will be solely responsible for all such costs or fees. “Contract forms” shall include, but are not limited to, master contract forms, riders, endorsements, certificates, policies, notices, disclosures, applications, amendments or administrative forms. Further, CONSECO shall have the sole responsibility for drafting and the costs of any required group trusts and LMG will assist in the drafting, completion and preparation of filing of such policy (contract) forms if requested by CONSE CO. If CONSECO authorizes LMG to contract with outside consultants to assist with the preparation of contract forms or to expedite the state Department of Insurance approval process, CONSECO shall reimburse LMG for such expenses.

2.10

CONSECO shall be responsible for ensuring compliance with applicable laws regarding the Contracts underwritten by it and any required interpretation of such laws.

2.11

CONSECO shall dedicate the resources necessary to bring the Proprietary Products to the market. In any event, CONSECO agrees to use its best efforts to underwrite at least one new Proprietary Product per contract year, or as otherwise mutually agreed by the parties.

RIGHTS AND OBLIGATIONS OF LMG

3.1.

At all times during the term of this Agreement, LMG (or the licensed individual who is acting on behalf of LMG in the capacity of an Officer in such states that do not permit the licensing of corporations) and all Wholesalers and Producers shall be properly licensed with each state or other jurisdiction and properly appointed with CONSECO in each state or other jurisdiction within the Territory before engaging in any activity that under the laws of such state or other jurisdiction makes such licensing and appointment necessary. Without limiting the generality of the foregoing, LMG shall require all such Wholesalers and Producers to, at all times, bear the cost of maintaining all licenses required by any such state, it being understood that CONSECO is not responsible for licensing fees or other costs of licensing.

*Confidential information omitted and filed separately with the SEC.

Page 5 of 24

3.2

LMG will itself and will communicate to and cause each Wholesaler and Producer to use only forms, applications, advertising (as such term is generally defined by the regulation of the state or other jurisdiction in which the Proprietary Products are solicited), guides, and rules furnished, authorized, or promulgated by CONSECO and agreed to by both parties and in each state or other jurisdiction where any Wholesaler or Producer solicits Proprietary Products. No written advertising or sales materials of any kind, including sales illustrations, or recruiting material referencing the Proprietary Products of CONSECO shall be authorized by LMG until after it has been approved in writing by CONSECO. LMG will provide such materials with sufficient lead-time to allow appropriate review by CONSECO. CONSECO will then provide a timely response, as indicated in section 2.4 of this Agreement. In responding to CONSEC O, LMG agrees to abide by the same turn-around times for its responses as provided CONSECO in section 2.4 of this Agreement.

3.3.

LMG agrees to maintain the following insurance coverage:

3.3.1.

LMG will possess a fidelity bond of at least $* per occurrence and $* of aggregate coverage for any losses caused by the dishonesty of LMG’s employees. LMG will also maintain adequate surety bond(s) as required in the states in which it is compelled to do so. LMG will file such bond, if so required, with the appropriate agency. The bond shall be executed by a corporate insurer authorized to transact business in the state that mandates the maintenance of such bond.

3.3.2.

LMG will possess and maintain errors and omissions coverage of at least $* per occurrence and in the aggregate of coverage that will comply with the requirements of the states in which such insurance coverage is required.

3.3.3.

LMG will possess and maintain commercial, general and liability insurance of at least $* per occurrence and $* of aggregate coverage.

3.3.4.

LMG will require, as part of the appointment process, Wholesalers and Producers to provide proof of errors and omissions coverage satisfactory to CONSECO. If the Wholesaler or Producer does not maintain the requisite errors and omissions insurance coverage, LMG will purchase errors and omissions insurance coverage on a per policy basis on behalf of Wholesaler or Producer, with coverage of $* per Wholesaler and Producer, or per occurrence. LMG will deduct all or a portion of Producer’s commissions to satisfy any indebtedness associated therewith.

3.4.

In performance of its marketing obligations and duties, LMG will not, and will inform its Wholesalers or Producers appointed hereunder in the performance of their obligations and duties hereunder, of the restriction against any of the following (where applicable):

3.4.1.

Enter into any agreement or incur any obligation on behalf of CONSECO, except with CONSECO’s written permission, or commit CONSECO to:

(i)

Pay any money to any such Wholesaler, Producer, or employee.

(ii)

A date that a payment will be made.

*Confidential information omitted and filed separately with the SEC.

Page 6 of 24

3.4.2.

Assign this Agreement or any compensation, other than commissions payable to Wholesalers and Producers, payable under it without the prior written consent of CONSECO.

3.4.3.

Solicit applications for CONSECO in any manner prohibited by, or inconsistent with, the provisions of this Agreement or the rules and regulations mutually agreed by both parties, now or hereafter in force.

3.4.4.

With respect to any Proprietary Product Contract:

(i)

Make any alterations, modifications, or endorsements or otherwise alter CONSECO’s obligations as stated in the Proprietary Product Contract.

(ii)

Adjust or settle any claim; except as provided for in the Administrative Services Agreement, executed concurrently herewith.

3.4.5.

Initiate any civil or criminal action or proceeding, whether or not brought in the name of CONSECO, which may in any way involve or affect CONSECO, its affiliates, their business, operations, or any Proprietary Product issued by CONSECO. The foregoing shall not be construed as a waiver of any other right or entitlement hereunder, at law or in equity, that LMG may have to enforce its rights arising out of this Agreement.

3.4.6.

Use or authorize the use of any written, oral, or visual communication, circular, advertisement, or other publication except as follows:

LMG agrees that it will not place into use, or distribute to any person, any advertising, sales material, or other document (including, without limitation, illustrations, telephone scripts, and training materials) referring directly or indirectly to CONSECO or its Proprietary Products or cause, authorize, or permit any person to do so, without CONSECO’s prior written consent. LMG agrees that it will not use the name of CONSECO on any business card, letterhead, website, or marquee or in any directory listing, or in any other manner, or cause, authorize or permit any Producer or other person to do so, without CONSECO's prior written consent.

3.4.7.

Knowingly, intentionally, or willfully violate the insurance laws or regulations of any regulatory authority of any state or any other jurisdiction in which LMG represents CONSECO.

3.4.8.

Embezzle or knowingly, intentionally, or willfully misapply funds of CONSECO or any other person or entity.

3.4.9.

Perpetrate any fraud against CONSECO or any other person or entity.

3.5.

LMG will create, print, and distribute of all advertising materials used by LMG for Proprietary Products jointly developed. Notwithstanding, CONSECO will be responsible for filing such advertising materials with each state as required.

*Confidential information omitted and filed separately with the SEC.

Page 7 of 24

3.6.

LMG will be solely responsible for any commissions to be paid to Wholesalers or Producers, which are earned as a result of selling CONSECO Proprietary Products through LMG, except as hereafter provided in Section 8 of this Agreement.

3.7.

LMG shall have no authority, nor shall it represent itself as having such authority, other than as specifically set forth in this Agreement. Without limiting the generality of the foregoing sentence, LMG specifically agrees that it will not do any of the following without the prior written consent of CONSECO:

3.7.1.

Litigation and Regulatory Actions: Institute, prosecute, or defend any legal proceedings or regulatory examinations or investigations (which shall not include regulatory complaints) in connection with any matter pertaining to the offering and/or sale of the Proprietary Products. Notwithstanding the foregoing, LMG may defend itself in any action which names LMG, provided that LMG and CONSECO shall confer with and cooperate with one another, including but not limited to entering into a joint defense agreement.

3.7.2.

Alterations: Waive, amend, modify, alter, terminate, or change any term, provision, or condition stated in any Proprietary Product, or discharge any contract in the name of CONSECO.

3.7.3.

Advice to Wholesalers or Producers/prospective Wholesalers or Producers: Offer tax, legal, or investment advice to any Wholesaler or Producer or prospective Wholesaler or Producer of CONSECO under any circumstances, with respect to a contract. Notwithstanding the foregoing, LMG shall not be prohibited from providing detailed information regarding the features of the Proprietary Products.

3.8

LMG shall provide CONSECO with written notice of any change of authority of persons authorized and enumerated in APPENDIX B to provide CONSECO with instructions or directions relating to services to be performed by CONSECO under this Agreement.

3.9

LMG understands and agrees that it is performing services for policyholders on behalf of CONSECO and that the policyholder is the customer of CONSECO. To protect the policyholder’s nonpublic personal information, LMG agrees to abide by the provisions contained in APPENDIX C.

3.10

If in the event that LMG sells any health or other products that require personal health information, LMG understands and agrees that it will receive, create and/or maintain CONSECO insured’s protected health information (PHI) in order to perform services for CONSECO insureds on behalf of CONSECO, in accordance with the parties’ mutually agreed-upon provisions.

*Confidential information omitted and filed separately with the SEC.

Page 8 of 24

TERM, ASSIGNMENT, MODIFICATION, AND TERMINATION OF AGREEMENT

4.1

Subject to termination as provided in Section 4.4 of this Agreement, this Agreement shall remain in force and effect until the close of business on October 10, 2009, (the Term of this Agreement). This Agreement shall be renewed automatically for successive terms of one (1) year unless terminated by either party by providing twelve (12) months prior written notice to the other.

4.2

Neither party may assign or delegate all or any part of its rights and/or duties under this Agreement without the written consent, as signed by one or more of the personnel shown on APPENDIX B, of the granting party.

4.3.

This Agreement may be modified or amended at any time by mutual agreement of the parties, provided the modification or amendment is in writing, signed by authorized personnel, as provided in APPENDIX B of this Agreement.

4.4.

The termination of this Agreement is governed by the following provisions:

4.4.1.

LMG or CONSECO may terminate this Agreement, at any time, without cause by providing twelve (12) months written notice to the other. This Agreement may be terminated by mutual agreement of the parties in writing at any time. CONSECO shall provide written notice of termination or cancellation of this Agreement to the appropriate departments of insurance within fifteen (15) days of such termination if, and to the extent required by, applicable law or regulation. LMG and CONSECO shall fulfill any lawful obligations with respect to such contracts affected by this Agreement, regardless of any dispute between LMG and CONSECO.

4.4.2.

If either of the parties hereto shall materially breach this Agreement or be materially in default in the performance of any of its duties and obligations hereunder (the “Defaulting Party”), the aggrieved party hereto may give written notice thereof to the Defaulting Party and if such default or breach shall not have been remedied within forty-five (45) days after such written notice is given, then the aggrieved party may terminate this Agreement by giving thirty (30) business days written notice of such termination to the defaulting party. This Agreement shall terminate immediately upon expiration of the 30-day notice period.

4.4.3.

Notwithstanding anything herein to the contrary, CONSECO or LMG may immediately terminate this Agreement with cause, upon written notice to the other. “Cause” includes, without limitation, acts or omissions that constitute fraudulent, criminal, or grossly unethical activity or blatant disregard for the terms and conditions of this Agreement.

4.4.4.

LMG or CONSECO, at its sole option, may terminate this Agreement without cause immediately upon written notice in the event that the other party: (i) files for bankruptcy protection; (ii) has an involuntary bankruptcy proceeding filed against it; or (iii) is placed under rehabilitation or receivership by any regulator or court of competent jurisdiction.

*Confidential information omitted and filed separately with the SEC.

Page 9 of 24

4.4.4.1.

If LMG initiates or seeks protection under bankruptcy, rehabilitation, or receivership in order to dissolve and cease operating as a business, and CONSECO terminates pursuant to Section 4.4.4, the eighteen-(18)-month post-termination prohibition period in which CONSECO may not solicit LMG’s Wholesalers and Producers shall be waived, as found generally in this Agreement including Sections 1.6, 2.6, and 6.1.

4.4.5.

Termination of this Agreement by default or breach by CONSECO shall not constitute a waiver of any rights of LMG in reference to services performed prior to such termination. Termination of this Agreement by default or breach by LMG shall not constitute a waiver by CONSECO of any other rights it might have under this Agreement.

4.4.6.

Termination of this Agreement does not affect in any way the Administrative Services Agreement executed concurrently herewith.

INDEMNIFICATION

5.1.

LMG shall indemnify, hold harmless, and agree to defend CONSECO from any and all liability, costs, and expenses, including reasonable attorneys' fees, with respect to Third Party claims arising out of: (i) LMG’s or its employees’ negligent act(s) or omission(s); (ii) LMG’s, or its employees’ refusal to comply with the terms of this Agreement; or (iii) LMG's or its employees’ refusal to comply with any law or regulation with respect to its duties hereunder. Notwithstanding this sub-section, LMG shall not be required to indemnify or hold harmless CONSECO for: any act or omission of LMG which was specifically and intentionally directed, approved, or ratified by CONSECO or any liability, costs and expenses to the extent resulting from CONSECO’s own negligent act(s) or omission(s).

5.2.

CONSECO shall indemnify, hold harmless, and agree to defend LMG from any and all liability, costs, and expenses, including reasonable attorneys' fees, with respect to Third Party claims arising out of: (i) CONSECO’s or its agents’ negligent act(s) or omission(s); (ii) CONSECO’s failure to comply with the terms of this Agreement; (iii) CONSECO’s or its agents’ failure to comply with any law or regulation; or (iv) for any act or omission of LMG or any other entity which was directed, approved, or ratified by CONSECO.

RIGHTS AND OBLIGATIONS OF BOTH PARTIES

6.1.

During the term of this Agreement and for a period of * (*) months, CONSECO and the Conseco Companies agree not to develop any proprietary products with any LMG Wholesaler or Producer, who was not an existing agent of CONSECO or any of its affiliates as of the effective date of this Agreement, without the express written approval of LMG unless * (*) months has passed since the termination of such Wholesaler or Producer’s Agreement with LMG.

*Confidential information omitted and filed separately with the SEC.

Page 10 of 24

6.2

Any Agent for CONSECO who desires to sell the Proprietary Products will need to contract with LMG to sell such Proprietary Products. LMG agrees to contract any Agent recommended by CONSECO provided that Agent satisfies LMG’s established agent contracting criteria and such Agents will not be subject to the provisions of Section 6.1 and 2.6 of this Agreement.

PROPRIETARY AND CONFIDENTIAL INFORMATION

7.1.

7.1.1.

In the case of CONSECO Confidential Information also shall include, whether or not marked confidential, restricted, proprietary, or with a similar designation, Software provided to LMG by or through CONSECO, CONSECO’s personnel records, information regarding, referring, or relating to the business, plans, operations, markets, financial affairs, current or proposed methods of operation, accounts, transactions, proposed transactions, existing CONSECO Product pricing and other actuarial information, or security procedures of CONSECO, or other information of CONSECO which would be deemed by a reasonable person to be confidential or proprietary in nature.

7.1.2.

In the case of LMG, Confidential Information also shall include, whether or not marked confidential, restricted, proprietary, or with a similar designation, Software provided to CONSECO by LMG; LMG’s customer, Wholesaler and Producer lists and information; personnel records; information regarding, referring, or relating to the business, plans, operations, markets, financial affairs, current or proposed methods of operation, accounts, transactions, proposed transactions or security procedures of LMG; or any client, or customer, or any other information of LMG which would be deemed by a reasonable person to be confidential or proprietary in nature. CONSECO and the Conseco Companies shall not directly or indirectly use, disclose or misappropriate information about LMG's Wholesalers and Producers, including but not limited to directly or indirectly soliciting and/or recruiting such Wholesalers a nd Producers for CONSECO or CONSECO COMPANIES or any other entity.

7.2.

Obligations.

7.2.1.

Each party's Confidential Information shall remain the property of that party except as expressly provided otherwise by the other provisions of this Agreement.

*Confidential information omitted and filed separately with the SEC.

Page 11 of 24

7.2.2.

CONSECO and LMG shall each use at least the same degree of care, but in any event no less than a reasonable degree of care, to prevent disclosing to Third Parties the Confidential Information of the other as it employs to avoid unauthorized disclosure, publication or dissemination of its own information of a similar nature. LMG may disclose such information to one or more Third Parties performing hereunder where: (i) such Third Party is performing services in accordance with this Agreement; and (ii) such disclosure is necessary or otherwise naturally occurs in such Third Party’s scope of responsibility.

7.2.3.

As requested by the disclosing party during the Term and upon expiration or any termination of this Agreement and completion of the receiving party’s obligations under this Agreement, the receiving party shall return or destroy, as the disclosing party may direct, all material in any medium that contains, refers to, or relates to the disclosing party’s Confidential Information, and retain no copies unless otherwise required by law.

7.2.4.

Exclusions. This section 7 shall not apply to any particular information which LMG or CONSECO can demonstrate: (i) was, at the time of disclosure to it, in the public domain; (ii) after disclosure to it, was published or otherwise became part of the public domain through no fault of the receiving party; (iii) was in the possession of the receiving party from a Third Party(other than a Wholesaler, Producer, applicant, policyholder or beneficiary of CONSECO) at the time of disclosure by the disclosing party to the receiving party; (iv) was received after disclosure to it from a Third Party (other than a Wholesaler, Producer, applicant, policyholder or beneficiary of CONSECO) who had a lawful right to disclose such information to it without any obligation to restrict its further use or disclosure; or (v) was independently developed by the receiving party without reference to Confidential Infor mation of the furnishing party. However, the exclusions of this Section shall not apply to information regarding LMG’s Wholesalers and Producers, nor grant CONSECO any right to use such information. In addition, a party shall not be considered to have breached its obligations by disclosing Confidential Information of the other party as required to satisfy any legal requirement of a competent government body provided that, as promptly as possible upon receiving any such request and to the extent that it may legally do so, such party advises the other party.

7.3

7.4.

No Implied Rights. Nothing contained in this Section 7 shall be construed as obligating a party to disclose its Confidential Information to the other party, or as granting to or conferring on a party, expressly or impliedly, any rights or license to the Confidential Information of the other party.

*Confidential information omitted and filed separately with the SEC.

Page 12 of 24

VESTING OF RENEWAL COMMISSIONS

8.1.

LMG, its successors, executors, assigns, or administrators are vested as to commissions provided in the WORK ORDERS executed for each Proprietary Product specifically including, but not limited to trail commissions, and shall continue to receive commissions on premiums, subject to the provisions of Section 8.2 for as long as the Proprietary Products issued under this Agreement remain in force.

8.2.

In the event of any dispute between LMG and CONSECO, CONSECO shall continue to pay to LMG any commissions (including renewal and trailing) earned prior to such dispute, except to the extent such commissions are disputed by CONSECO. Furthermore, in the event of the termination of this Agreement without cause, CONSECO will remain liable to LMG for commissions to which LMG may have become entitled prior to the effective date of termination, to the extent that CONSECO has not previously remitted such commissions to LMG.

8.3.

If CONSECO terminates this Agreement under Section 4.4.3 for any act or omission that constitutes fraudulent, criminal, or grossly unethical activity, all compensation payable to LMG will cease. However, any commissions due to LMG’s Wholesalers and Producers, including but not limited to initial, trailing, renewal, and/or additional-premium commissions shall be paid by CONSECO pursuant to the terms of the Administrative Services Agreement between the parties.

NON-COMPETE PROVISION

9.1.

CONSECO and the Conseco Companies agree that they will not, during the term of this Agreement and for a period of * (*) months after the termination of this Agreement, sell or market any insurance product with features or specifications that are identical to those defined as unique in the Work Order for Proprietary Products developed by LMG and CONSECO, with any individual or entity other than LMG. Notwithstanding the foregoing, in the event that * (*) separate insurance carriers that are not Conseco Companies, each having substantial annuity sales, also began to market a product with the unique features described in a Work Order for the Proprietary Products, such features will no longer be considered unique and CONSECO may separately begin to sell and/or market products with these unique features. “Substantial annuity sales” is defined as annuity sales in excess of $* annually.

10.

GENERAL PROVISIONS

10.1.

The parties agree this Agreement is an honorable undertaking and agree to cooperate each with the other in carrying out its provisions.

10.2.

Each party will cause its employees to, upon receipt of any summons or other notice of suit or regulatory authority inquiry wherein the other party is named in any manner, forward any and all such documents within three (3) business days to the attention of the other party by facsimile, express or overnight mail, or courier.

*Confidential information omitted and filed separately with the SEC.

Page 13 of 24

10.3.

The waiver of any breach of any term, covenant, or condition of this Agreement shall not be deemed a waiver of any subsequent breach of the same or any other term, covenant, or condition. No term, covenant, or condition of this Agreement shall be deemed to have been waived unless such waiver is in writing signed by the party charged therewith.

10.4.

For any notice under this Agreement, notice shall be sufficient and effective five (5) business days after deposit in the U.S. Mail, postage prepaid, return receipt requested, or upon receipt if delivered personally or by fax or delivery service. Such notice shall be directed as follows:

To LMG:

Legacy Marketing Group

Preston Pitts, President

2090 Marina AV

Petaluma, CA 94954

With copy to:

Michael Ernst, Esq.

Stokes Lazarus & Carmichael LLP

80 Peachtree Park DR

Atlanta, GA 30309

To CONSECO:

Conseco Marketing L.L.C.

c/o Mike Dubes, President, Conseco Insurance Group

11825 North Pennsylvania Street

Carmel, IN 46032

10.5.

To the extent that the rules and regulations do not conflict with the terms of this Agreement, LMG and CONSECO will conform to the rules and regulations as mutually agreed upon by LMG and CONSECO. This provision shall not be construed to alter the relationship of the parties as provided above.

10.6.

Each party expressly represents and warrants that it has the authority to enter into this Agreement and that it is not or will not be, by virtue of entering into this Agreement or otherwise, in breach of any other agreement with any other insurance company, association, firm, person, or corporation. Each party warrants that the other party will be free from interference or disturbance in its use of all products, advertising, marketing techniques, and all information provided by the originating party.

10.7.

This Agreement shall be binding upon the successor and assignees of CONSECO as well as upon LMG’s successor and permissive assignees.

10.8.

The persons signing this Agreement on behalf of CONSECO and LMG warrant, covenant, and represent that they are authorized to execute this document on behalf of such corporations pursuant to their bylaws or a resolution of their board of directors.

*Confidential information omitted and filed separately with the SEC.

Page 14 of 24

10.9.

This Agreement, including APPENDICES A, B, C, and D, attached, any Work Order subsequently executed and the provisions thereof, and the Administrative Services Agreement referenced on the first page hereof, constitute the entire agreement between the parties. The parties acknowledge that the rights and obligations set forth in this Agreement do not affect the rights and obligations in the Administrative Services Agreement. This Agreement shall be governed and construed in accordance with the laws of the state of Indiana. Any similar agreement signed prior to the execution dates below is null and void and abrogated hereby. No change, waiver, or discharge shall be valid unless in writing and signed by an authorized representative of the party against whom such change, waiver, or discharge is sought to be enforced. No delay or omission by either party to exercise any right or power shall impair such right or power or be construed as a waiver. A waiver by either of the parties of any of the covenants to be performed by the other or any breach shall not be construed to be a waiver of any succeeding breach or of any other covenant.

10.10.

LMG shall provide reasonable access during normal business hours to any location from which LMG conducts its business and provides services to CONSECO pursuant to this Agreement to auditors designated in writing by CONSECO for the purpose of performing audits for CONSECO. CONSECO shall give thirty (30) days written notice for any normal and customary audits. An agenda including the matters which it will audit shall be provided at least twenty-one (21) days in advance. Provided that adequate notice is given, LMG shall provide the auditors any assistance they may reasonably require. Such auditors shall have the right during normal business hours to audit any business record, activity, procedure, or operation of LMG that is reasonably related to the business marketed under this Agreement.

10.11.

CONSECO grants to LMG a non-exclusive, royalty-free license for the term of this Agreement for the use of such marks in connection with the performance of LMG's obligations hereunder, subject to CONSECO's quality control guidelines with respect thereto. Notwithstanding the foregoing, LMG may register and own its own marks, including Proprietary Product names and features that may be used by LMG to market Proprietary Products jointly developed by LMG and CONSECO that are underwritten by CONSECO. Further, LMG grants to CONSECO the right to place CONSECO's marks on LMG and CONSECO Proprietary Products. Notwithstanding the foregoing, CONSECO may at its own cost and expense register and use own its own marks. Each party will not use the other’s service marks, trademarks, and trade names, or the name of any affiliate of the other, in any way or manner not specifically authorized in writing by the o ther.

10.12.

Each party shall be excused from performance for any period and to the extent that the party is prevented from performing any services, in whole or in part, as a result of delays caused by an act of God, natural disaster, war, terrorism, civil disturbance, court order, labor dispute, or other cause beyond that party’s reasonable control, including failures or fluctuations in electrical power, heat, light, air conditioning, or telecommunications equipment, and such nonperformance shall not be a default or ground for termination.

*Confidential information omitted and filed separately with the SEC.

Page 15 of 24

10.13.

In no event and under no circumstances, however, shall either party under this Agreement be liable to the other party under any provision of this Agreement for lost profits or for exemplary, speculative, special, consequential, or punitive damages.

10.14.

Any controversy or claim arising out of or relating to this Agreement, or any claimed breach thereof, or arising out of or relating to the relationship between the parties shall be settled by arbitration administered by the American Arbitration Association, in Petaluma, CA, under its Commercial Arbitration Rules, and the judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction.

10.15.

10.16.

10.17.

10.18

CONSECO and LMG acknowledge and agree that there are not any intended third-party beneficiaries of this Agreement.

10.19.

The Parties agree that this Agreement contains proprietary and confidential information. No Party may disclose the contents of this Agreement or strategy or information shared pursuant to this Agreement to non-parties without the specific prior written consent of all Parties to this Agreement, except where disclosure is required by law, or court order, or to enforce the provisions hereof. If a Party is served with legal process to disclose the contents of this Agreement or strategy or information shared pursuant to this Agreement, the Party so served shall immediately inform the other Party and, at least fourteen (14) days prior to disclosure, provide to the other Party a copy of such process. In the event the Party required to disclose material does not receive notice at least fourteen (14) days prior to the date disclosure is mandated, that Party shall notify the other Party immediately upon receipt of the order or process requiring disclosure. The Party required to disclose shall use its best efforts to obtain a protective order prior to disclosing this Agreement or strategy or information shared pursuant to this Agreement, limiting the use and prohibiting further disclosure of same by the Third Party requesting the information.

10.20.

Unless otherwise stated, all references to “days” shall refer to calendar days.

*Confidential information omitted and filed separately with the SEC.

Page 16 of 24

10.21.

Survival: Sections 1.6, 2.6, 5, 6.1, 7, 8, 9, 10.13, 10.14, and 10.15, and shall survive the termination of this Agreement.

10.22.

Counterparts: This Agreement may be executed in several counterparts, all of which taken together shall constitute one single agreement between the parties hereto.

In witness whereof, the parties hereto have executed this Agreement to take effect on the date specified.

LEGACY MARKETING GROUP

By: /s/ R. Preston Pitts

Title: President

Date: October 13, 2005

CONSECO MARKETING L.L.C.

By: /s/ Michael J. Dubes

Title: President

Date: October 10, 2005

*Confidential information omitted and filed separately with the SEC.

Page 17 of 24

APPENDIX A

COMPENSATION PAYABLE TO LMG

New Carrier Marketing Promotional Compensation

LMG will establish a marketing and promotional campaign to introduce LMG's relationship with CONSECO, which includes, but is not limited to, the following:

-Building recognition of the CONSECO brand to LMG's Wholesalers and Producers

-Grassroots approach to launching CONSECO to LMG's Wholesalers and Producers

-All expenses associated with LMG resources dedicated solely to the debut of CONSECO and its LMG Proprietary Products

-Additional incentive and bonus programs to promote the LMG and CONSECO relationship and LMG Proprietary Products

In exchange for the above-mentioned marketing promotion, CONSECO shall advance LMG two (2) payments under the following terms and conditions:

$* advance payable from CONSECO to LMG immediately upon the execution of this Agreement. The full amount of the $* advance shall be forgiven upon LMG’s completing the Marketing Plan attached hereto as APPENDIX D on or before the * (*) month after the Product Launch Date. If LMG fails to complete the Marketing Plan by the * (*) month after the Product Launch Date, then LMG shall immediately refund the $* advance to CONSECO.

An additional $* advance payable from CONSECO to LMG within * (*) days after CONSECO’s Initial Approval of the Product Summary Overview submitted by LMG as referenced in Section 2.2 of this Agreement. The $* advance shall be earned as new premium is collected by CONSECO. For each dollar of new premium collected, the advance will be earned in an amount equal to the new premium collected times * (*) basis points (*). After $* of new premium is collected, the advance will be earned in full and not subject to repayment. If $* of new premium is not collected within * (*) months after the Product Launch Date, the portion of the advance which has not been earned must be immediately repaid to CONSECO. The amount of advance which has not been earned, and must be repaid, will be equal to $* minus the total collected premium multiplied by * (*) basis points (*) [$* – premium collected = x (*)].

Provided, however, that if CONSECO withdraws, discontinues, or significantly modifies a Proprietary Product for any reason, or if any material regulatory, market conduct, rating issue or economic conditions occurs (including tax or securities issues which was/were not anticipated when the Proprietary Product was launched), the parties shall mutually agree upon such new time periods and/or total amount of new premium collected in order for Legacy to earn in full the $* advance.

*Confidential information omitted and filed separately with the SEC.

Page 18 of 24

“Product Launch Date” shall be defined in the first Work Order entered by LMG and CONSECO.

Commission And Marketing Allowance (such Commissions and Marketing Allowances shall survive the termination of this Agreement with respect to any additional deposits) – To be determined in each Proprietary Product’s Work Order

LMG Trail Commission (such trail and renewal commissions shall survive the termination of this Agreement) – To be determined in each Proprietary Product’s Work Order

* The Commission, Marketing Allowance and Trail Commission may vary with the development of each new Proprietary Product, as determined by the pricing of each Proprietary Product.

*Confidential information omitted and filed separately with the SEC.

Page 19 of 24

(b) APPENDIX B

(a) SCHEDULE OF AUTHORIZED PERSONNEL

Representing CONSECO MARKETING L.L.C.

Michael Dubes

President, Conseco Insurance Group

Brad Corbin

Executive Vice President, Sales

Representing LMG

Preston Pitts

President

Lynda Regan

Chief Executive Officer

John Abbott

Chief Information Officer

Ata Azarshahi

Chief Actuary

*Confidential information omitted and filed separately with the SEC.

Page 20 of 24

APPENDIX C

GLB Addendum

Purpose. Conseco and LMG have entered into an Agreement whereby Conseco (hereinafter “Company”) and LMG may disclose certain Nonpublic Personal Information (NPI) as defined below. The Gramm Leach Bliley Act (GLB) governs how an individual’s NPI may be disclosed. To assure compliance with GLB, Company and LMG agree to the following terms and conditions as applicable:

Definitions. For purposes of this Addendum, the following terms shall have the designated meanings:

Confidential Information shall be mean any Nonpublic Personal Information, and any information concerning or relating to Conseco’s business, including but not limited to any strategic marketing data, procedures, methods, customer lists, inquirer lists, customer data, inquirer data, claim data, lapse and mortality experience data, expenses, profit objectives, books, records, supplies, computer tapes, knowhow and trade secrets which LMG may receive, whether received during or after the term of this Agreement, regardless of the source of the information. Confidential Information shall not include any information which, at the time of disclosure, (i) was available to the public, (ii) was rightfully obtained from third parties under no obligation of confidentiality with respect to such information, (iii) was independently developed by the party without access to Confidential Information, or (iv) was already in the possession of the party prior to the commencement of services.

Consumer means an individual who has either obtained or sought to obtain a product or service from Conseco, its parents, subsidiaries or affiliates, for personal, family, or household purposes and includes an individual’s legal representatives.

Nonpublic Personal Information means any information that (a) relates to any Consumer; (b) relates to, or derives from, any transaction between Conseco, its parents, subsidiaries or affiliates and any Consumer; or (c) is a list, description or other grouping of Consumers. Nonpublic Personal Information shall include, but is not limited to, application information, health information, account information, Consumer names and addresses, consumer report information, and the mere fact that an individual is or was a customer of Conseco.

LMG shall mean a nonaffiliated Third Party who performs services for or on behalf of Conseco.

Provision of Information. Conseco agrees to provide to LMG the information reasonably requested or required in order for LMG to provide the services.

*Confidential information omitted and filed separately with the SEC.

Page 21 of 24

Covenant Not to Disclose or Use Confidential Information.

LMG agrees (1) to use Confidential Information only in furtherance of the Services to be provided hereunder, (2) to limit access to the Confidential Information to those employees, agents or representatives who have a reasonable need for such information, (3) to instruct all who have access to Confidential Information of the necessity to maintain the confidentiality of such information, (4) not to permit the duplication, use or disclosure of Confidential Information to any other person, whether such disclosure be oral, written, in the form of drawings, other documents, computer tapes or other electronic transmission, unless specifically so authorized in writing by Conseco. LMG agrees that (1) this covenant regarding the use of Confidential Information shall survive the termination of this Agreement, (2) any materials or documents, including copies thereof, which contain Confidential Information shall be promptly return ed to Conseco upon the request of Conseco; and (3) LMG shall be liable for any and all breaches of such covenant by LMG, its employees, agents or representatives, whether such breach occurs during or after the term of this Agreement.

LMG agrees to implement and maintain appropriate technical, administrative and procedural measures to ensure the confidentiality and security of Confidential Information and to allow Conseco access to books, records, and facilities as necessary to audit compliance with those procedures.

Third-Party Rights. The terms of this Addendum are not intended, nor would they be construed, to grant any rights to any parties other than to LMG and Conseco.

Data Security. LMG hereby represents and warrants that it will utilize its commercially reasonable efforts to implement technical and physical safeguards and policies and procedures to protect and safeguard NPI.

Breach. If LMG materially breaches or threatens to breach its obligations under this Agreement, Conseco shall have the right, in addition to such other remedies which may be available to it, to injunctive relief enjoining such acts or attempts, it being acknowledged that legal remedies would be inadequate.

Indemnification. LMG agrees to indemnify and hold Conseco, its directors, officers, employees and affiliates harmless, for any damage, loss, or liability (including criminal or civil penalties, court costs, reasonable attorneys’ fees, the cost of enforcing this indemnity provision and costs incurred by Conseco as a result of an audit or investigation by the Secretary, or any other governmental official or department) arising out of or resulting from the unauthorized use or disclosure by or through LMG of NPI.

Amendment. LMG and Conseco agree to take such action as is necessary to amend this Addendum from time to time as is necessary for Conseco to comply with the requirements of any applicable federal or state statute or regulation governing privacy and security of information.

*Confidential information omitted and filed separately with the SEC.

Page 22 of 24

APPENDIX D

LMG MARKETING PLAN

Objective

This Plan is designed to introduce CONSECO to LMG’s field force. This plan will highlight LMG’s multi-step approach to introducing the CONSECO relationship and the initial Proprietary Product line to LMG’s field force.

The proposed program has two key elements: the repositioning of CONSECO and the recruitment of distribution. The proposals in the outline below will provide for education about CONSECO, sales and promotional plan regarding the initial product line and bonus initiatives for sales of the initial product line. These items will be in addition to LMG’s normal and ongoing product promotion, regular field communication programs, and regular Wholesaler/Producer meetings.

Audiences

The 3 focus audiences of this plan are:

Wholesalers

Producers

Wholesalers' Internal Marketers

Plan Overview

The plan is divided into 3 distinct categories: Education about CONSECO; Sales and Promotion Plan; and Bonus Incentives Tied to Production.

Education about CONSECO

LMG will invite its top Wholesalers to an initial, kick-off meeting. The event will include a day of events and entertainment. The focus of the event will be on CONSECO and the LMG relationship. This would give LMG the opportunity to educate its Wholesalers on CONSECO's financial status and why LMG chose CONSECO as its next carrier partner. LMG would also give its Wholesalers information that they could then use to communicate to their downline the financial strengths of CONSECO.

LMG will invite a few of its top Wholesalers to CONSECO's Carmel campus. The attendees would meet with the new executive team. The goal would be for CONSECO to impress upon the attendees the qualities, caliber and commitment of CONSECO's new leadership.

*Confidential information omitted and filed separately with the SEC.

Page 23 of 24

Sales and Promotion Plan

LMG will implement a program to conduct a promotional campaign to its Producers. This promotional campaign would utilize print and email media and would be directed to LMG's Producers that have submitted new business to us in the last 24 months.

LMG will implement a program to conduct several road shows throughout the country. The shows will highlight CONSECO and the LMG/CONSECO product line.

Bonus Incentives Tied to Production

LMG will implement a program with a qualification period over several months for select Wholesalers and Producers. These select Producers and Wholesalers would receive additional commission if they meet certain agreed-upon production levels by the end of the qualification period.

LMG will implement a program to pay a recruiting bonus for Wholesalers who recruit Producers that ultimately submit an application for the LMG/CONSECO initial product line.

LMG will implement a program to offer a range of promotional programs to Wholesalers' internal marketers to encourage them to recruit Producers to CONSECO and promote the LMG/CONSECO initial product.

LMG will implement a program to offer 2 nights’ hotel accommodations and a 1-day training program in Petaluma for any Producer that has produced $* of commissions since being contracted with LMG. The 1-day training will include a discussion of the CONSECO relationship and the LMG/CONSECO initial Proprietary Product.

*Confidential information omitted and filed separately with the SEC.

Page 24 of 24

EX-10 17 p20678ex10v1.htm EXHIBIT 10(V)1 WORK ORDER No

Exhibit 10(v)(1)

WORK ORDER ONE

THE MARKETING AGREEMENT

WITH CONSECO MARKETING, LLC,

(WASHINGTON NATIONAL INSURANCE COMPANY) (15)

Effective Date of Work Order

This Work Order is executed pursuant to Section 2.1 of the Marketing Agreement between Legacy Marketing Group (“Legacy”) and Conseco Marketing, LLC (“Conseco”).

This Work Order will be effective as of May 1, 2006.

Product

Upon execution of this Work Order by Legacy and Conseco, the RewardMark Series flexible premium deferred annuities,

RewardMark

Form No. WNIC-PEIA-1205-0

RewardMark 4%

Form No. WNIC-PEIA-1205-4

RewardMark 8%

Form No. WNIC-PEIA-1205-8

as described in the Product Specifications attached to this Work Order No. 1, as Exhibit A, to be issued by Conseco affiliate, Washington National Insurance Company (“WNIC”), will be Proprietary Products and will be placed on the Proprietary Products List, as provided in Section 2.2 of the Marketing Agreement.

Marketing Allowance and Commissions

The marketing allowance and commissions for each RewardMark Series flexible premium deferred annuity will be as described in Exhibit A, except for changes to the marketing allowance as provided in Section 4 of this Work Order.

Changes to Marketing Allowance

The provisions of Exhibit A for the marketing allowance are amended as follows:

For RewardMark 8% (Form No. WNIC-PEIA-1205-8) sold from May 1, 2006 through July 31, 2006, (the “Promotional Period”), the *% reduction in the marketing allowance, as referenced on page 42 of Exhibit A, is eliminated.

The marketing allowance payable to Legacy for sales of all RewardMark Series policies (and for any other products for which future work orders are executed)

*Confidential information omitted and filed separately with the SEC.

will be reduced by * basis points (*) until total new annualized premium (NAP) from sales of all Conseco policies by Legacy reaches $*.

If NAP from sales of Conseco products by Legacy falls below $* for any * consecutive calendar months starting with August 2006, the parties will mutually agree to further reduce the marketing allowance on future sales of Conseco products.

LEGACY MARKETING GROUP

CONSECO MARKETING, LLC

By: /s/ R. Preston Pitts

By: /s/ Michael J. Dubes

Title: President

Date: June 26, 2006

*Confidential information omitted and filed separately with the SEC.

EX-10 18 p20678ex10v2.htm EXHIBIT 10(V)2 Amendment to Administrative Services Agreement

Exhibit 10(v)(2)

Amendment One to the Marketing Agreement

with Conseco Marketing, LLC

(Washington National Insurance Company)

This Amendment to the Marketing Agreement is entered into on August 6, 2007, between Washington National Insurance Company, an Illinois domiciled insurance company, Conseco Marketing, LLC, an Indiana limited liability company (collectively, “Conseco”) and Legacy Marketing Group, a California corporation (“LMG”).

Whereas, Conseco Marketing, LLC entered into a Marketing Agreement with LMG, which was effective October 10, 2005.

Whereas, the parties wish to add Washington National Insurance Company as a party to the Marketing Agreement

Conseco and LMG agree as follows:

Washington National Insurance Company will be added as a party to the Marketing Agreement with LMG, which was effective October 10, 2005.

No other terms of the Marketing Agreement are amended or affected by this Amendment.

In witness whereof, the parties have executed this Amendment to take effect on the date shown above.

LEGACY MARKETING GROUP

By: /s/ John W. Abbott

Title: Chief Information Officer

Date: July 19, 2007

WASHINGTON NATIONAL INSURANCE COMPANY

By: /s/ Michael J. Dubes

Title: President

Date: August 6, 2007

CONSECO SERVICES, LLC

By: /s/ Michael J. Dubes

Title: President

Date: August 6, 2007

EX-21 19 p20678ex21.htm EXHIBIT 21 Exhibit 21

Exhibit 21

Subsidiaries of Regan Holding Corp.

Legacy Marketing Group (California)

Legacy Financial Services (California)

Imagent Online, LLC (Delaware)

Prospectdigital, LLC (Arizona)

Values Financial Network (Delaware)

EX-31 20 p20678ex311.htm EXHIBIT 31.1 EXHIBIT 31

EXHIBIT 31.1

CERTIFICATIONS

I, Lynda L. Pitts, certify that:

I have reviewed this annual report on Form 10-K of Regan Holding Corp.;

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: October 16, 2009

By: /s/ Lynda L. Pitts

Lynda L. Pitts

Chairman and Chief Executive Officer

EX-31 21 p20678ex312.htm EXHIBIT 31.2 EXHIBIT 31

EXHIBIT 31.2

CERTIFICATIONS

I, R. Preston Pitts, certify that:

I have reviewed this annual report on Form 10-K of Regan Holding Corp.;

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: October 16, 2009

By: /s/ R. Preston Pitts

R. Preston Pitts

Principal Accounting and Financial Officer

EX-32 22 p20678ex321.htm EXHIBIT 32.1 EXHIBIT 32

EXHIBIT 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

REGAN HOLDING CORP.

FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2008

PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED

PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I am the Chief Executive Officer of Regan Holding Corp., a California corporation (the "Company"). I am delivering this certificate in connection with the Company’s annual report on Form 10-K for the year ended December 31, 2008, as amended by Amendment No. 1 and No. 2 on Form 10-K/A, ("Form 10-K").

Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, I hereby certify that, to the best of my knowledge, the Form 10-K fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 and that the information contained in the Form 10-K fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: October 16, 2009

By: /s/ Lynda L. Pitts

Lynda L. Pitts

Chief Executive Officer

A signed original of this written statement required by Section 906 or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906 has been provided to Regan Holding Corp. and will be retained by Regan Holding Corp. and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32 23 p20678ex322.htm EXHIBIT 32.2 EXHIBIT 31

EXHIBIT 32.2

CERTIFICATION OF PRINCIPAL ACCOUNTING AND FINANCIAL OFFICER

REGAN HOLDING CORP.

FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2008

PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED

PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I am the Principal Accounting and Financial Officer of Regan Holding Corp., a California corporation (the "Company"). I am delivering this certificate in connection with the Company’s annual report on Form 10-K, as amended by Amendment No. 1 and No. 2 on Form 10-K/A for the year ended December 31, 2008 ("Form 10-K").

Date: October 16, 2009

By: /s/ R. Preston Pitts

R. Preston Pitts

Principal Accounting and Financial Officer

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