SELLING AGREEMENT

 

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                                                                    Exhibit 10.8

 

                                SELLING AGREEMENT

 

Agreement, made this 2nd day of August, 1999, by and between Lincoln Benefit

Life Company ("LBL"), a Nebraska Corporation; Allstate Life Financial Services,

Inc. ("ALFS"), a Delaware Corporation, and LSA Securities, Inc. ("BD"), an

Oregon Corporation. This Agreement will be construed in accordance with the laws

of the State of Nebraska.

 

LINCOLN BENEFIT LIFE COMANY:            ALLSTATE LIFE FINANCIAL SERVICE, INC.

 

By:  /s/ Thomas J. Berney               By:  /s/ Gregory C. Sernett

   -----------------------------------     -------------------------------------

   Thomas J. Berney

 

BROKER/DEALER                           ASSOCIATED INSURANCE AGENCY (If BD is

                                        utilizing such agency pursuant to

                                        Section 12)

 

LSA Securities, Inc.

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(Name)                                  (Name)

 

206 South 13th Street

--------------------------------------  ----------------------------------------

(Street Address)                        (Street Address)

 

Lincoln, NE 68508

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(City, State, Zip)                      (City, State, Zip)

 

By:   /s/ Carol S. Watson               By:

   -----------------------------------     -------------------------------------

      Carol S. Watson

 

Title: President                        Title:

      --------------------------------        ----------------------------------

 

                                        For States:

                                                   -----------------------------

 

Whereas, LBL issues certain variable insurance contracts/policies ("Contracts")

described in this Agreement, which are deemed securities under the Securities

Act of 1933 ("1933 Act"); and

 

Whereas, ALFS is duly licensed as a Broker/Dealer with the National Association

of Securities Dealers, Inc. ("NASD") and the Securities and Exchange Commission

("SEC"); and

 

Whereas, BD is duly licensed as a Broker/Dealer with the NASD and the SEC, and

 

Whereas, each Associated Insurance Agency is an insurance agent in the states

noted above; and

 

Whereas, LBL has appointed ALFS as the Underwriter of the Contracts, and

 

Whereas, LBL and ALFS propose to have Associated Insurance Agency and BD's

representatives ("Representatives") who are also duly licensed insurance agents

solicit sales of the Contracts, and

 

Whereas, ALFS delegates to BD, to the extent legally permitted, training and

certain administrative responsibilities and duties in connection with sales of

the Contracts.

 

NOW THEREFORE, in consideration of the premises and mutual promises contained

herein the parties hereto agree as follows:

 

1.   APPOINTMENT

 

ALFS hereby authorized BD to supervise solicitations of the Contracts, and to

facilitate solicitations of sales of the Contracts which are described in the

Schedule(s) of Commissions attached hereto. LBL hereby appoints Associated

Insurance Agency to solicit sales of the contracts.

 

2.   REPRESENTATIONS

 

a.   LBL, ALFS, BD and Associated Insurance Agency each represents to the other

     that it and the above signed officers have full power and authority to

     enter into this Agreement.

 

b.   ALFS represents to BD shall it is registered as a Broker/Dealer under the

     Securities Exchange Act of 1934 ("1934 Act") and under the Blue Sky Laws of

     each jurisdiction in which such registration is required for the sale of

     the Contracts and that ALFS is a member of the NASD.

 

c.   BD represents to ALFS that it is registered as a Broker/Dealer under the

     1934 Act and under the Blue Sky Laws of each jurisdiction in which such

     registration is required for the sale of the Contracts, and that BD is a

     member of the NASD.

 

d.   LBL represents to BD and Associated Insurance Agency that the Contracts,

     including related separate accounts, shall comply with the registration and

     all other applicable requirements of the 1933 Act and the Investment

     Company Act of 1940, and the rules and regulations thereunder, including

     the letters of any order of the SEC with respect thereto.

 

e.   LBL represents to BD and Associated Insurance Agency that the Contracts it

     issues have been duly filed and approved by the state insurance departments

     in such jurisdictions where it is authorized to contract business.

 

f.   LBL represents to BD that the Contract prospectuses included in LBL's

     Registration Statement and in post-effective amendments therein, and any

     supplements thereto, as filed or to be filed with the SEC, as of their

     respective effective dates, contain or will contain. All statement and

     information which are required to be stated therein by the 1933 Act and in

     all respects conform or will conform, to the requirements thereof.

 

g.   If BD utilizes an Associated Insurance Agency, BD represence that the

     Associated Insurance Agency in licensed in all states in which it conducts

     business. BD and the Associated Insurance Agency represent that they are in

     compliance with the terms and conditions of no-action letters issued by the

     staff of the SEC with respect to non-registration as a broker/dealer of an

     insurance agency associated with a registered broker/dealer. BD and

     Associated Insurance Agency shall notify ALFS immediately in writing if BD

     and/or such agency fall to comply with any such terms and conditions and

     shall take such measures as may be necessary to comply with any such terms

     and conditions. If Associated Insurance Agency is the same person as BD,

     this Paragraph g does not apply, and BD shall undertake all the duties,

     responsibilities and privileges under this Agreement.

 

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h.   BD represents to ALFS that it has adopted supervisory procedures and

     maintains a compliance manual that addresses:

     (1)  Maintenance of appropriate net capital,

     (2)  suitability review procedures for the production of variable products,

     (3)  proper selling methods to avoid misrepresentations,

     (4)  rules regarding the replacement/churning of variable products.

 

3.   COMPLIANCE WITH NASD RULES OF FAIR PRACTICE AND FEDERAL AND STATE

     SECURITIES AND STATE INSURANCE LAWS

 

BD agrees to abide by all rules and regulations of the NASD, including its

Conduct and Membership and Registration Rules, and BD and Associated Insurance

Agency agree to comply with all applicable state and federal laws and the rules

and regulations of authorized regulatory agencies affecting the sale of the

Contracts.

 

4.   LICENSING AND/OR APPOINTMENT OF REPRESENTATIVES

 

a.   BD and Associated Insurance Agency are hereby specifically authorized to

     designate those registered representatives of BD, or individuals associated

     with the Associated Insurance Agency ("Agents"), proposed to be engaged in

     solicitation of sales of the Contracts for appointment by LBL as individual

     insurance agents. BD and Associated Insurance Agency shall not propose

     registered representative, or Agent, for appointment unless such

     representative, or Agent, is duly licensed as an insurance agent in the

     state(s) in which it is proposed that such representative, or Agent, engage

     in solicitations of sales of the Contracts. BD and Associated Insurance

     Agency together shall be responsible for registered representatives', and

     Agents', compliance with applicable state insurance agent licensing laws.

 

b.   BD and Associated Insurance Agency shall assist LBL and ALFS in the

     appointment of BD's registered representatives; and Agents, under

     applicable insurance laws, to sell the Contracts. BD and Associated

     Insurance Agency shall comply with LBL requirements for, including the

     General Letter of Recommendation (attached as Exhibit A), in submitting

     licensing or appointment documentation for proposed registered

     representatives and Agents. BD and Insurance Agency agree to provide LBL

     and ALFS with a re-certification of those provisions set forth in the

     General Letter of Recommendation as may be requested from Section 2 above

     and time to time. All such documentation shall be submitted by BD or

     Associated Insurance Agency to LBL or its designated agent licensing

     administrator.

 

c.   LBL reserves the right to refuse to appoint any such designated individual

     or, once appointed, to terminate or refuse to renew the appointment of any

     such designated individual. Only those registered representatives who are

     duly licensed as insurance agents and appointed by LBL (herein,

     "Representatives") shall have authority to solicit sales of the Contracts.

     Only those Agents who are registered representatives of BD shall have

     authority to solicit sales of the Contracts. Agents who are not registered

     representatives of BD are not authorized to sell Contracts. BD and

     Associated Insurance Agency shall notify ALFS immediately in writing if any

     Representative appointed by LBL ceases to be a registered representative of

     BD or if any Representative or Agent ceases to be properly licensed in any

     state.

 

5.   SUPERVISION OF REPRESENTATIVES

 

a.   BD shall have full responsibility for training and supervision of all

     Representatives associated with BD who are engaged directly or indirectly

     in the offer or sale of the Contracts and all such persons shall be subject

     to the control of BD with respect to such persons' activities in connection

     with the sale of the Contracts. BD shall comply with the administrative

     procedures of LBL and ALFS involving federal securities law and state

     insurance law. There should be a comparable Representative for the

     Associated Insurance Agency.

 

b.   Before Representatives and Associated Insurance Agency engage in the

     solicitation of applications for the Contracts, BD and Associated Insurance

     Agency will cause (1) the Representatives to be registered representatives

     of BD; (2) the Representatives to qualify under applicable federal and

     state laws to engage in the sale of the Contracts; (3) the Representatives

     to be trained in the sale of the Contracts; and (4) such Representatives to

     limit solicitation of applications for the Contracts to jurisdictions where

     LBL has authorized such solicitation.

 

c.   BD is specifically charged with the responsibility of supervising and

     reviewing its Representatives use of sale literature and advertising and

     all other communications with the public in connection with the Contracts.

     No sales solicitation, including the delivery of supplemental sales

     literature or other such materials, shall occur, be delivered to, or used