812 Purple Martin Blvd. PO Box 506 Griggsville, IL 62340

217833

2741 800

247

6740 Fax 217

833

2046

Prosperity Life Group

Licensing Procedure

Agent Contract, Required

Must be signed by those indicated. Agent Appointment Request, Required

Must be completed thoroughly and signed by the applicant and Managing General

Agent/Direct Upline, where applicable. Method of Commission Payment, Required

Top portion must be completed. Authorization section must be completed and signed if

direct deposit is desired.

Consumer Report Authorization, Required

Must be completed and signed.

Commission Schedule, Required

This is part of the contract and must be completed and signed. Copies of All Required Licenses, Required

A copy of agent resident licenses and non-resident licenses if applicable corresponding

to the agent or corporate agent name appearing on the contract must be provided

for all states where you or your agency seeks to be appointed. If commissions are to be

paid to your agency, send a current copy of the agency license along with a copy of

your license. For Medicare Supplement sales, this should include any separate licenses

required by the state in which you seek appointment. Beneficiary Designation, Optional Assignment of Commission, if applicable Commission Hierarchy Schedule, if applicable HIPAA Business Associate Addendum, Required for sale of health products

Must be signed by the contracting party Agent Training Requirements, if applicable W-9, Required if commission paid directly

Please return to Emrick Insurance Marketing Group

Email: licensing@emrickgroup.com

Fax: 217-833-2046

Phone: 800-247-6740

If you have any questions regarding Prosperity Life Group contracting, please contact John

Emrick at john@emrickgroup.com or call 800-247-6740.

CONTRACTING AND APPOINTMENT REQUIREMENT CHECKLIST

In order to ensure timely processing, please submit all forms indicated as required below in one of the following ways:

Mail:

Fax:

Email:

Prosperity Life GroupAttention: Agent Licensing & Commissions DepartmentP.O. Box 22750Hot Springs, AR 71903

1-888-519-7137 (Attention: Agent Licensing and Commissions Department

contracting@prosperitycontracting.com

Agent Contract, RequiredMust be signed by those indicated.

Agent Appointment Request, Required

Must be completed thoroughly and signed by the applicant and Managing General Agent/Direct Upline, where applicable.

Method of Commission Payment, Required PLEASE INCLUDE A COPY OF A VOIDED CHECKTop portion must be completed. Authorization section must be completed and signed if direct deposit is desired.

Consumer Report Authorization, Required

This is part of the Contract and must be completed and signed.

Copies of All Required Licenses, Required

A copy of agent resident licenses and non-resident licenses if applicable corresponding to the agent or corporate agent nameappearing on the contract must be provided for all states where you or your agency seeks to be appointed. If commissions areto be paid to your agency, send a current copy of the agency license along with a copy of your license. For MedicareSupplement sales, this should include any separate licenses required by the state in which you seek appointment.

APTCTRECW16 7/2016

SBLI USA Life Insurance Company, Inc.S.USA Life Insurance Company, Inc.(Each the “Company”)Members of the Prosperity Life Group

Errors and Omission Insurance, Required ONLY if applying for life and/annuity appointmentA minimum of $1,000,000 E&O liability coverage is required. Submit a copy of the certificate face page.

Beneficiary Designation, Optional

Assignment of Commissions, if applicable

Commission Schedule, Prosperity is proud to offer two different commission levels. Level for Life or Standard/Cliff.

HIPAA Business Associate Addendum, Required for sale of health productsMust be signed by the contracting party.

W-9, Reguired if commission paid directly.

Prosperity Life Group is a trade name representing various affiliates of the Prosperity Life Insurance Group, LLC, including the operating members listed above. Members not licensed in all states. Only SBLI USA Life Insurance Company, Inc. is licensed in New York. Each member is solely responsible for its financial condition and contractual obligations.

Please choose either Level or Standard/Cliff, sign and return only one.

Phone: 1-800-777-9322

AGENT APPOINTMENT REQUEST

APTAARECW16 Page 1 of 2 7/2016

I would like to represent the Company indicated above as a:

Managing General Agent General Agent Writing Agent Licensee

INDIVIDUAL INFORMATION (FOR INDIVIDUAL APPLICANTS)Last First Middle

Home Address City State Zip NPN

Social Security Number Date of Birth Telephone Number Mobile Number Gender

Please provide previous address if you have moved within the last 5 years.

Do you do business under any other name? If Yes, please provide.

Business Address City State Zip

Email Address Telephone Number Fax Number

Is your business a (Check One): NPN#

Partnership Corporation Sole Proprietorship LLC

Products for which appointment sought:

Life Annuity Medicare Supplement Supplemental Health

Please list each state in which you seek appointment (attach copies of current licenses):

CORPORATE AGENT INFORMATION (FOR BUSINESS ENTITY APPLICANTS)Name of Corporation as it appears on License Organization Date of Entity

Address City State Zip

Tax ID Number Telephone Number Fax Number

Is business entity licensed with any other life or health insurance company? If Yes, please give name of company..

SBLI USA Life Insurance Company, Inc. S.USA Life Insurance Company, Inc.

(Each the “Company”)Members of the Prosperity Life Group

Prosperity Life Group is a trade name representing various affiliates of the Prosperity Life Insurance Group, LLC, including the operating members listed above. Members not licensedin all states. Only SBLI USA Life Insurance Company, Inc. is licensed in New York. Each member is solely responsible for its financial condition and contractual obligations.

APTAARECW16 Page 2 of 6 7/2016

Are you currently covered under an Errors & Omissions Insurance policy? ...................................... Yes No

Please attach a copy of your current E&O certificate showing the insured, dates of coverage, and coverage limits.

Please respond to all questions for you personally and any organization over which you have exercised control.Yes No Have you ever had an insurance license denied, suspended, or revoked by a state insurance department or been the

subject of any disciplinary or administrative action, or fined or penalized, or are any such proceedings pending withany state insurance regulatory authority?

Yes No Are there any suits, judgments or liens currently outstanding against you?Yes No Have you declared or been adjudicated bankrupt, either personally or in business?Yes No Are you in debt to any insurance company?Yes No Have you ever been charged with, convicted of, or pled guilty or no contest to a felony or misdemeanor or is any

such proceeding pending?Yes No Has any previous contract between you and any of the Prosperity Life Group affiliated companies ever been

terminated other than for lack of productivity?Yes No Have you ever been involuntarily terminated or permitted to resign from an agent, producer or representative

contract or appointment with any insurance or other financial services company other than for lack of production?Yes No Have you been the subject of a consumer-initiated complaint within the past five years or has any formal complaint

been filed with a state insurance department arising out of your activities?Yes No Have you ever had a claim filed against your professional liability or errors and omission insurance coverage? Has

any E&O carrier denied, paid claims on, or canceled your coverage?

Please explain any “Yes” answers (attach additional sheet, if needed):

BACKGROUND INFORMATION REQUIRED FROM ALL AGENT/AGENCY APPLICANTS

FOR CORPORATE AGENTS, PRINCIPAL(S) WHO WILL BE WRITING UNDER AGENCY CONTRACTName: Last First MI

Home Address City State Zip

Title Social Security Number NPN Date of Birth

Name: Last First MI

Home Address City State Zip

Title Social Security Number NPN Date of Birth

APTAARECW16 Page 3 of 6 7/2016

I acknowledge that Prosperity Life Group and/or is affiliates may obtain consumer reports and conduct investigative reports andbackground investigations on me or this agency for licensing purposes, initial and renewal state appointments, and at any other timesit, at its discretion, deems necessary and I hereby authorize the same. I acknowledge that I have received, and read the "ConsumerReport Disclosure" and consent and authorize Prosperity Life Group and its affiliates to (1) obtain additional background informa-tion as it deems necessary, through independent investigation, or through a consumer reporting agency's (including but not limitedto the agency identified in the "Consumer Report Disclosure") report (collectively "background reports"); and (2) to share theinformation contained in this application or any other information that may be obtained, including background reports, with itsaffiliates for the purpose of establishing my eligibility and/or continuing eligibility for appointment as well as any other disclosureallowed by law. I further authorize my employers and other insurance companies I am or have been appointed with to release anyand all information that they may have about me to Prosperity Life Group and/or its affiliates and release any such parties from allliability that may result from furnishing this information.I further understand that:

• No right to commission or other compensation shall arise until I have been appointed.• I can solicit business only in states where I am licensed and appointed.• I will not solicit business in states that prohibit solicitation prior to my appointment.• It is my responsibility to immediately notify the agency contracting department if I am convicted of or plead guilty or no

contest to any felony at any time.I certify under penalty of perjury, that I have reviewed this application and all answers and responses to questions and inquiriescontained in this application are true, correct and complete to the best of my knowledge. I acknowledge that this application willform a part of any contract with any of the following companies within the Prosperity Life Group: SBLI USA Life InsuranceCompany, Inc., S.USA Life Insurance Company, Inc. or Shenandoah Life Insurance Company. I further understand that if anyinformation provided in this application is found to be incorrect or incomplete, it may be grounds for rejecting this application orfor termination of my contract.

Print Name

XSignature Date

Complete where applicable:The MGA or direct upline accepts all responsibility for the applicant Agent and sponsors him as an Agent for the Company.

MGA or Direct Upline Printed Name - Corporate Name if Business Entity

XSignature of MGA or Direct Upline - Authorized Officer if Business Entity Date

CERTIFICATION AND AUTHORIZATION

METHOD OF COMMISSION PAYMENT

Check EFT

AUTHORIZATION AGREEMENT FOR DIRECT DEPOSIT TO SAVINGS OR CHECKING ACCOUNT

I (we) hereby authorize the Company to deposit my (our) commission payment with the Financial Institution identified below("Bank”) and the Bank to credit the same to my (our) account as described below. In the event that the Company notifies the Bankthat funds to which I (we) am not entitled have been deposited to my (our) account in error, I (we) authorize the Bank to returnsaid funds to the Company upon request, and agree to hold the Company harmless from any and all liability in connectiontherewith. The Company will process chargebacks of commissions within its commission system.

General Agency/Agent Number Payee Name (Please Print)

Bank Name

Bank Address City State Zip

Bank Account Number ABA Transit/Routing Number (lower left corner of your check)

Bank Phone Number Bank Account Type Checking Savings

This authorization will remain in force until written notification from me (or either of us) of its termination has been received bythe agency contracting department in such time and in such manner as to afford the company and/or the Bank a reasonableopportunity to act on it.

XPayee’s Signature Date

Print Payee Name

General Agency Name

FREQUENCY OF COMMISSION PAYMENT (GENERAL AGENT USE ONLY)

Weekly Semi-Monthly Monthly

APTAARECW16 Page 4 of 6 7/2016

CONSUMER REPORT DISCLOSURE (KEEP FOR YOUR RECORDS)

The Company or its affiliates may obtain one or more consumer reports or investigative consumer reports (or both) about you forpurposes of contract, appointment, and termination. The reports will include information about your character, general reputa-tion, personal characteristics, and mode of living.

We will obtain these reports through a consumer reporting agency. Our consumer reporting agency is General InformationServices, Inc. GIS's address is P.O. Box 353, Chapin, SC 29036. GIS's telephone number is (866) 265-4917. GIS's website is atwww.geninfo.com, where you can find information about whether GIS's international privacy practices.

To prepare the reports, GIS may investigate your education, work history, professional licenses and credentials, references,address history, social security number validity, right to work, criminal record, lawsuits, driving record, credit history, and anyother information with public or private information sources.

You may obtain a copy of any report that GIS provides and GIS's files about you (in person, by mail, or by phone) by providingidentification to GIS. If you do, GIS will provide you help to understand the files, including trained personnel and an explanationof any codes. Another person may accompany you by providing identification.

If GIS obtains any information by interview, you have the right to obtain a complete and accurate disclosure of the scope andnature of the investigation performed.

APTAARECW16 Page 5 of 6 7/2016

SBLI USA Life Insurance Company, Inc.S.USA Life Insurance Company, Inc.(Each the “Company”)Members of the Prosperity Life Group

CONSUMER REPORT AUTHORIZATION (SIGN AND RETURN)

Authorization: By signing below, you authorize: (a) General Information Services, Inc. ("GIS") to request information about youfrom any public or private information source; (b) anyone to provide information about you to GIS; (c) GIS to provide membercompanies of The Prosperity Life Group (the “Company(ies)”) one or more reports based on that information; and (d) us to sharethose reports with others for legitimate business purposes related to your appointment. GIS may investigate your education, workhistory, professional licenses and credentials, references, address history, social security number validity, right to work, criminalrecord, lawsuits, driving record, credit history, and any other information with public or private information sources. Youacknowledge that a fax, image, or copy of this authorization is as valid as the original. You make this authorization to be valid foras long as you are an applicant, agent, or producer with us.

Personal Information: Please print the information requested below to identify yourself for GIS.

Report Copy: If you are a resident of California, Minnesota, or Oklahoma, you may request a copy of the report by checking thisbox: .

XSignature Date

Printed Name: Last First Middle

Other Names Used

Current Address Street City State ZipFrom Mo/Yr to Mo/Yr

Former Address Street City State ZipFrom Mo/Yr to Mo/Yr

Former Address Street City State ZipFrom Mo/Yr to Mo/Yr

Some government agencies and other information sources require the following information when checking for records. GIS will notuse it for any other purposes.

Date of Birth Social Security Number

Driver’s License Number and State Name as it appears on license

APTAARECW16 Page 6 of 6 7/2016

AGENT CONTRACT

SBLI USA LIFE INSURANCE COMPANY, INC.

PARTIES TO THE CONTRACT

This contract is made and entered into between SBLI USA Life Insurance Company, Inc. hereafter referred to as “Company”,and the party or parties indicated on the signature page, hereafter referred to as “Agent.” Company and Agent recognize thatthis contract is entered into in accordance with the contract, if any, between the Company and the Managing General Agentor the General Agent indicated on signature page.

BUSINESS RELATIONSHIP

It is the intention of the Company to establish and develop a long term relationship with the Agent. The Company recognizesthat in order for this relationship to last, there are certain underlying business practices which must be consistent as to theCompany and the Agent. Along with compliance with all statutory laws, rules, and regulations to which the parties aresubject, both the Company and Agent must share the desire to provide value, as well as fair and honest service to thepolicyholder and each other.

The Company hereby appoints the Agent to solicit applications for such policies or contracts as are issued by the Companywherever Agent is duly licensed subject to the following mutually agreed upon terms and conditions.

I. RESPONSIBILITIES OF THE AGENT

A. Carry out the purposes of this contract only when and where proper licensing has been obtained. If Agent is a corpora-tion or other legal entity (“business entity”), then the principals of such entity must also be licensed individually, ifrequired pursuant to applicable state law.

B. Treat any money received or collected for the Company as property held in trust, and promptly remit such money toCompany at its designated location.

C. Adhere to the Company’s requirements for the collection of any premium paid upon application for the Company’sproducts.

D. Comply with the underwriting and issue requirements of the Company.

E. Inform the Company of any and all facts of which the Agent is aware or becomes aware, relating to: a) any of theCompany’s products applied for or issued to a policyholder, and b) the health of any proposed applicant.

F. Assist the Company in keeping its insurance policies in force.

G. Carry such Errors and Omissions insurance coverage as the Company may require.

H. Be aware of and comply with all applicable laws, rules, and regulations, including state insurance laws and all Companyguidelines including but not limited to those relating to any required continuing education to sell Company's products,suitability, policy application, disclosures, replacements and policy delivery.

I. Prior to soliciting business from customers, be familiar with the provisions of all the Company's insurance policieswhich Agent is authorized to sell and attend the Company's training sessions as required by the Company.

J. Strictly observe all Company rules, regulations, policies, procedures and requirements as well as any and all applicablelegal requirements of the state or states in which Agent is authorized to solicit business. Company rules, regulations,policies, procedures and requirements will be available to Agent on the Company website.

K. Keep regular and accurate records of all transactions related to this contract for a period of at least seven years from thedate of such transactions, or longer if required by federal or state law or regulation. Company shall have the right, duringnormal business hours, to inspect, audit, and make copies from the books and records of Agent for the purpose ofverifying Agent's compliance with the provisions of this contract.

L. Promote and safeguard the best interests of the Company; fairly, truthfully, and properly represent the Company and itsproducts and services; and faithfully perform, in an ethical and professional manner, all the duties within the scope of theappointment under this contract.

II. LIMITATION OF AUTHORITY

The Agent has no authority and specifically agrees not to:

A. Bind the Company to any promise or agreement; incur any debt, expense or liability whatsoever in the Company’s nameor for its account; or receive any money due or to become due the Company, except the initial premium on applicationsor policies, subject to the Company’s requirements for the acceptance of such money and except where the Agent and theCompany execute a separate collection agreement in writing.

B. Deliver any policy or allow delivery of any policy: (1) until the initial premium required by the Company has been paidin full or (2) more than 30 days after issuance of the policy. The Agent shall ask the policyholder if the policyholder isin the same condition as to health, habits, occupation and other facts as represented in the application for the policy. Ifthe policyholder indicates that a change has occurred in any of the above areas, the Agent shall not deliver the policy, andthe Company shall be informed of such change.

C. Make, modify, or change any insurance contract, or bind the Company by making any promises respecting any insurancecontract except when authorized in writing to do so by the President or a Vice President of the Company.

D. Except for that provided by the Company, any material, supplies, advertising or other printed matter mentioning theCompany by name or relating to any of its products may be used, or be permitted to be used, only with the Company’sprior written approval.

III. COMPLIANCE / MARKET CONDUCT

Notwithstanding the Parties’ respective duties set forth in Section I:

A. The Agent specifically agrees that he or she will comply with all Company regulations regarding the use of illustrations.Further, the Agent agrees to use only complete illustrations which have been provided by the Company or generated onsoftware provided by the Company to market the Company’s products. The Agent agrees to use only the most currentversion of the illustration software and accompanying instructions which have been provided by the Company.

B. The Agent agrees that it will allow the Company to review all sales programs, techniques, and methods, including allmaterial shown to or provided to an applicant or client, which are used in the solicitation or servicing of the productsproduced by the Company.

C. Agent agrees not to represent himself or herself as holding any professional or trade certification that implies expertisein financial matters relating specifically to persons age 65 or older, including but not limited to "certified senior advisor,"until and unless Agent provides Company with complete information regarding the nature of such certification andCompany approves in writing the use of such certification in connection with the sale of Company's products.

IV. COMPLAINTS, ADMINISTRATIVE PROCEEDINGS AND LITIGATION

A. Agent agrees to notify the Company promptly upon receipt of any oral or written communication from an applicant,policyholder, or other individual, or any state or federal regulatory agency setting forth a complaint relating to theCompany policies sold by the Agent or the Agent’s conduct in the solicitation, sale and servicing of Company’s policiesand contracts. Agent further agrees to promptly notify Company and provide copies of any judicial proceedings includ-ing but not limited to summons, complaints or other court documents relating to legal action involving any such poli-cies. Agent also agrees to notify Company of any state or federal regulatory action relating to the Agent’s licenses orother authority relating to the Agent or Subagent’s solicitation, sale or servicing of Company’s policies and contracts.

B. The Company agrees to notify Agent of any oral or written communication from an applicant, policyholder, or indi-vidual or any state or federal regulatory action relating to the Company policies sold by the Agent or the Agent orsubagent’s conduct in the solicitation, sale and servicing of the Company’s policies and contracts, unless Company isprecluded from doing so by state or federal law, regulation or rule or any order of any official of any state or federalagency or by the request of the complainant.

C. The Agent will fully cooperate with the Company in the investigation of any such inquiry or complaint, which shallinclude but not be limited to the preparation of a written response addressing the issues raised as well as providingCompany with a copy of any and documentation (including marketing materials) related to the solicitation or servicingof the Company’s products.

D. The Company shall have the sole right to determine the ultimate resolution, including settlement, of any such complaint,administrative, regulatory or judicial proceeding. Any such determination by the Company shall be binding on theAgent and its subagents. If the complaint or proceeding involves allegations of agent misconduct or omissions, anyamounts paid by the Company shall be immediately due and payable from the Agent. In the discretion of the Company,this debt may be satisfied as an offset to money due the Company in accordance with section VI. C. of this contract.

V. COMPENSATION

A. During the term of, and subject to the provisions of this contract, and subject to the rules and regulations of the Com-pany, Company will compensate the Agent according to the Commission Schedule in effect at the time the insurancecontract is written or modified. The Commission Schedule may be modified periodically by the Company upon writtennotice. Agent specifically recognizes and accepts responsibility for payment of any taxes levied by federal, state orlocal authorities as a result of compensation arising hereunder.

B. Agent agrees that Company may, at any time, offset against commissions due or to become due to Agent, or to anyoneclaiming through or under Agent, any amount due from Agent to Company, including any chargebacks. Commissionchargebacks shall result in the event any insurance contract is rescinded or processed as a Not Taken by the Company atany time for any reason; if the insurance contract terminates for any reason during the first year and compensation hasbeen advanced; if any delivery requirement is not received within thirty (30) days of policy issue; or as may be other-wise stated in the Commission Schedule for a specific product. If not offset, Agent shall immediately repay all compen-sation chargebacks to the Company. Agent also agrees that it remains legally obligated to immediately reimburse anyupline agent (collectively, hereinafter the "Upline") for the full amount of any chargebacks due and owing to Companyunder this contract which such Upline has paid on Agent's behalf. Company does not waive any of its rights to pursuecollection of any indebtedness owed by Agent to Company. In the event that Company or any Upline elects to refer suchindebtedness to outside collections and/or to initiate legal action to collect any indebtedness of Agent, Agent shallreimburse Company or the Upline, as applicable, for the costs of collection, attorneys' fees and expenses in connectiontherewith. This provision shall remain in full force and effect regardless of any termination of this contract.

VI. GENERAL PROVISIONS

A. No assignment of this contract or any rights under this contract shall be binding on the Company without its writtenconsent, and any such assignment shall be subject to offset or recoupment for any money due the Company by the Agentas provided for in this contract.

B. The Company shall make available at its administrative office within 30 days of Agent’s written request, all recordsrelated to business placed with the Company by the Agent or its subagents for inspection and examination by the Agentor its authorized representative. The Company, or its authorized representative may perform periodic written reviewsand/or audits of all records of the Agent related to business placed with the Company by the Agent and its subagents.Company shall give Agent thirty (30) days written notice of such reviews and/or audits.

C. Unless otherwise specifically provided, all debts due to the Company, including advances to any Agent against commis-sions or other compensation, are payable upon demand and are not recoverable solely from commissions or other com-pensation. The Company may at any time offset any money due the Agent by the Company any money due the Companyby the Agent. As security for this right of offset, the Agent hereby agrees that the Company shall have a first and priorlien against the compensation provided for under either this contract or any previous contract between the Agent and theCompany or any and all affiliates of the Company. If not offset, all such amounts due Company from Agent shall be paidto the Company within 30 days of receipt of Company’s written notice of the amount due and owing, and Agent agreesto pay any and all costs, fees, or expenses of collecting any such money due the Company. The Company shall have theright to charge the maximum interest rate allowed by law, not to exceed 12%, on money due the Company from theAgent and the Agent shall pay such interest if charged. If Agent is a subagent of an Upline with which the Company iscontracted, Agent acknowledges that any money due the Company from Agent which is paid by such Upline shallbecome a debt owing from the subagent to the Upline. Likewise, Agent acknowledges that any money due the Companyfrom the Agent which is paid by an Upline in accordance to the Contract between the Company and the Upline shallbecome a debt owing to the Upline. Company does not waive any of its rights to pursue collection of any indebtednessowed by Agent.

D. The Agent shall not have exclusive rights of distribution for any product issued by the Company or for any geographicterritory.

E. The Agent shall be solely liable for the expenses of operating and maintaining the Agent’s agency without contributionfrom the Company.

F. The Agent is an independent business entity or person and shall be free to exercise independent judgment as to the timeand place of performing all acts under this contract. The Agent shall be free to represent other insurance companies asthe Agent sees fit. In all respects, the relationship of the Agent to the Company shall be that of an independent contractorand not an employee of the Company.

G. The Company shall make available to the Agent a statement of account at such intervals as determined by the Companybut no less frequently than monthly. Such statement shall be complete and conclusive evidence of accounts between theparties to this contract, and shall be binding on the Agent unless objection is made in writing by the Agent and is receivedby the Company within 60 days after the statement is made available by the Company. In addition, unless otherwiserequested by the Policyholder and as long as this contract is in effect, Company will promptly make available to theAgent copies of all correspondence, including but not limited to lapse notices between Company and policyholders orformer policyholders solicited under this contract.

H. The failure of either party to enforce any of the provisions of this contract shall not constitute a waiver by that party ofany such or other provisions of the contract.

I. This contract will be governed by and construed in accordance with the laws of the Commonwealth of Virginia, withoutgiving effect to its conflict of laws principles and rules. With respect to any action, suit or other proceeding betweenAgent and the Company, both agree to submit to the jurisdiction of The United States District Court of the WesternDistrict of Virginia or, if such court will not accept jurisdiction, any court of competent civil jurisdiction sitting in thecity or county of Roanoke, Virginia.

J. This contract and other written documents executed by the parties hereto, including the Agent Appointment Request,Commission Schedule, and any other addendum attached hereto, contain the entire agreement between the parties andthere are no verbal representations, warranties, or agreements of any kind whatsoever. This contract supersedes andreplaces any and all other agreements between Agent and the Company relating to the same matters. However, allfinancial obligations of the Parties to each other under any such prior agreement(s), including debit balances, otherdebts, liens, rights to offset, and the obligation to pay commissions, still exist and will be combined and merged withsimilar obligations under this contract.

K. This contract may be executed in one (1) or more counterparts each of which shall be deemed to be an original, and allof which when taken together shall constitute one and the same instrument. This contract may also be executed viafacsimile or e-mail, and facsimile and e-mail signatures shall be treated as originals for all purposes.

L. Any individual who signs this contract on behalf of a business entity warrants that they have the authority to bind suchbusiness entity.

VII. CONFIDENTIAL INFORMATION AND PRIVACY OBLIGATIONS

A. Agent agrees to use Confidential Information (defined below) solely for the purposes of this contract and not to disclosesuch Confidential Information to any third party in any form without the prior written consent of Company, or as may beallowed by applicable law. Agent will advise and cause its respective employees, directors, officers, accountants, attorneys,agents, and representatives (collectively "Representatives") who will have access to Confidential Information not to useor disclose any Confidential Information for any purpose other than for the purposes set forth in this contract, or asrequired by law, and any such use or disclosure shall be at all times and in all events on the terms of and in compliancewith the restrictions of this contract.

"Confidential Information" includes all information and data provided by Company to Agent, or acquired or used byAgent pursuant to this contract, including Company's business and proprietary information, actual or potential customers,customer lists, strategic alliances, plans, reports, analyses, studies, models, sales data, marketing materials (including,without limitation, illustrations, disclosures and consumer advertising), or any other work, knowledge, know-how,trade secret or business information of Company or its respective affiliates, any information relative to any products,business procedures, coverage, or underwriting rates or pricing. "Confidential Information" also includes all records,files, input materials, reports, books or records, forms and other data or information, whether in written, electronic, ororal form, received, collected, processed, used or stored by, or provided to, Agent, pursuant to this contract, including,without limitation, customer, applicant, contract or policy owner information, such as names, addresses, e-mail addresses,account numbers, and financial and health information. Confidential Information does not include information: (i)generally available to the public at any time other than by breach of the confidentiality provisions of this contract; or (ii)information independently developed by Agent or any Upline.

B. In the event that Agent becomes legally compelled to disclose any of the Confidential Information or take any otheraction prohibited by this contract, Agent will provide Company with prompt written notice for the purpose of enablingCompany to seek a protective order or other appropriate remedy, or waive compliance with the provisions of thiscontract. In the event that such protective order or other remedy is not obtained within the time required to provide theConfidential Information, or if no such time period is specified, within thirty (30) days of such written notice to Company,Agent so legally compelled will furnish only that portion of the Confidential Information or take only such action whichis, in the opinion of Agent's counsel, legally required, and will exercise reasonable efforts to obtain reliable assurancethat confidential treatment will be accorded to any Confidential Information so furnished.

C. Agent shall maintain security procedures to protect against improper disclosure or use of Confidential Information, andshall comply in full with the privacy and security requirements of the Gramm-Leach-Bliley Act ("GLBA") and theHealth Insurance Portability and Accountability Act of 1996 ("HIPAA"), as may be applicable, and any rules andregulations promulgated thereunder. To the extent that any applicable state or regulatory authority's requirements aremore stringent than GLBA or HIPAA, Agent's use and/or disclosure of Confidential Information shall be in accordancewith such requirements. Except to the extent otherwise required or specifically permitted by law, Agent's use and/ordisclosure of Confidential Information shall be limited solely to the purposes for which such information is disclosed toAgent to perform its obligations under this contract.

D. Agent shall maintain appropriate administrative, technical and physical safeguards to assure that Confidential Informationis not used or disclosed other than as provided by this contract or as allowed by law. Agent expressly warrants that allAgent personnel with access to the Confidential Information: (A) will be advised of, and appropriately trained regardingthe confidentiality and privacy obligations required under this contract and by law; and (B) will comply in all respectswith such obligations.

E. Agent agrees to report to Company in writing within forty-eight (48) hours of discovering the same, any use or disclosureof Confidential Information not provided for in this contract or for a purpose not expressly permitted by law. To theextent such unauthorized use or disclosure occurs, Agent agrees to immediately mitigate, to the greatest extent possible,any harmful effect thereof.

F. Agent agrees that it will abide by the limitations of Company and its affiliates' current privacy policies as published byCompany and its affiliates and as reasonably communicated to Agent from time to time.

G. Agent's obligations under this Confidential Information and Privacy Obligations section shall continue after terminationof this contract.

VIII. SOLE AND EXCLUSIVE PROPERTY

A. All reports, training materials, manuals and records, containing client, sales and or product information, illustrationsoftware, etc., are and shall remain the sole and exclusive property of the Company, subject to inspection and review bythe Company at any and all times.

B. Upon any termination of this contract, Agent shall immediately pay in cash any sums due hereunder, including all DebitBalances, and shall immediately deliver to Company all the previously furnished materials, supplies, advertising and any otherprinted matter which mentions the Company by name, our rate books, and all other such supplies connected with our business,excepting only those items which the Company shall specifically notify Agent in writing, Agent is then permitted to maintainfor servicing purposes. If any Debit Balance due upon termination is not timely paid following demand by Company, nofurther compensation shall be due under this contract or any Commission Schedule(s). The Agent further understands andagrees that the Company has the right to terminate Agent's right to access Company systems, including but not limited to theagent portal.

C. The Agent further agrees not to take or copy any forms, policies, manuals, policyowner lists, or other materials whichare the property of the Company. The Agent also agrees to return all licenses, money, policies, manuals, books, papers,sales materials, reports, records, forms, and all other property of the Company then in his charge and control.

IX. INDEMNIFICATION

Agent agrees to defend, indemnify and hold harmless the Company, its affiliates and their respective employees, officers,directors and shareholders from any and all claims, actions, liability, damages, expenses, and loss which arise from, resultfrom, and/or relate to Agent's real or alleged negligent or willful acts, or errors, omissions or breach of any provision of thisAgreement and such acts, errors, omissions or breaches of any employees, in the performance of Agent's duties under thisAgreement. Claims, liability, or loss includes, but is not limited to, all costs, expenses, attorney fees and other legal fees,penalties, fines, direct or consequential damages, assessments, verdicts (including punitive damages to the extent permis-sible under the law of the state where any claim or suit is filed which seeks recovery of punitive damages against Company)and any other expense or expenditure incurred by Company. This indemnification will be in addition to any liability Agentmay otherwise have.

X. TERMINATION IN GENERAL

A. This contract, including any and all riders, supplements, schedules, amendments, or endorsements to the contract, alongwith any appointment of the Agent by the Company, may be terminated 30 days after written notice is provided by theCompany or the Agent to the other, in person or to the last known address of the party to be notified.

B. This contract, including any and all riders, supplements, schedules, amendments or endorsements to the contract, alongwith any appointment of the Agent by the Company, will terminate immediately upon: (1) the termination of the contractwith the Upline; (2) upon the death of the Agent, if an individual, or the liquidation, bankruptcy, dissolution or insol-vency of the Agent, if a business entity; or (3) Agent’s necessary licenses being revoked, suspended or not renewed.

C. Any terms of this contract including but not limited to Section VI.C., Section VII and Section IX, which by their natureextend beyond its termination, except as specified in Section XII., shall remain in effect until fulfilled.

XI. TERMINATION FOR CAUSE

A. The Company, at its option, may terminate this contract at any time immediately upon written notice and for cause if theAgent engages in any act of fraud, misappropriation or mishandling of funds, or any other misconduct damaging to theCompany, violates any of the terms of this contract, fails to pay a debit balance on demand, violates any state insurancelaw or regulation, or misrepresents Company’s products or its financial condition.

B. Further, the Company, at its option, immediately upon written notice, may terminate this contract for cause or maypermanently discontinue payments made pursuant to this contract after termination, if Agent engages in business practiceswhich (a) induce or encourage any policyholder of the Company to surrender or cancel his or her policy or contract orallow the same to lapse, or (b) induce representatives to discontinue their contracts or appointments with the Company.

XII. PAYMENTS AFTER TERMINATION

A. Except as otherwise provided for herein, upon termination of this contract, the Company shall continue to pay compen-sation to the Agent in accordance with the other provisions of this contract including the Commission Schedule.

1. No bonuses will be earned or payable after the date of termination of the contract.

2. All compensation due under this contract shall be terminated after any calendar year in which the Agent’s totalcompensation shall be less than $500 for that year. For example, if the Agent’s total compensation in a given year is$501, the Agent will continue to receive compensation the following year. If the Agent’s total compensation is $499in a given year, no further compensation will be due the Agent under this contract.

3. Upon termination, all compensation will be paid by electronic fund transfer.

B. In the event that this contract is terminated due to the death of the Agent, any compensation accruing after the date oftermination will be paid, subject to Sections VI.C., VIII.B. and XII.A. above, in the following order of preferenceprovided that if the Agent is a business entity, all such payments will be paid to said entity:

1. A beneficiary named in a properly executed beneficiary designation on file with the Company prior to the Agent’sdeath; or

2. The spouse of the Agent if he or she survives the Agent by more than 30 days; or

3. The Agent’s estate, executors or administrators as determined by the Company.

C. If this contract is terminated for cause in accordance with Section XI., or if it is later discovered that Agent engaged inconduct serving as grounds for termination for cause set forth in Section XI., all future and current compensation dueshall be forfeited.

S-APTAGTECW16 7/2016

HOME OFFICE USE

Signature of SBLI USA Life Insurance Company, Inc. Officer

This contract shall take effect on and subsequent con-

tract years shall begin with the anniversary of this date.

Agent Number

Name of Managing General Agent (MGA) or General Agent (GA)

P L E A S E P R I N T O R T Y P E

Complete Section A only if the Agent is contracting with the Company as an individual (in which case, all Agent

level compensation will be paid to the Agent as an individual). Complete Section B only if the Agent is a busi-

ness entity and this contract is between the Company and such entity (in which case, all Agent level compensation

will be paid to the entity unless the Agent completes a separate Agent contract as an individual with the Com-

pany).

SECTION A SECTION B

Individual Agent Name (Print or Type) Business Entity Name (Print or Type)

Signature of Agent Signature of Authorized Officer

Social Security Number Name of Authorized Officer (Print or Type)

Federal Tax Identification Number

GUARANTEE BY OFFICERS, PARTNERS, OR MEMBERS

If Agent is a corporation, partnership or LLC, each of the undersigned, in consideration of the Company executing thiscontract, represents to the Company that the principal stockholders, partners or members of the Agency, with their percent-age of interest in the total ownership of the Agency, are as follows, and does hereby personally and severally guarantee theperformance of all terms, liability and responsibility for any default in such terms, conditions, covenant, and/or amendments.

Signature Title % Interest

Signature Title % Interest

Signature Title % Interest

Signature Title % Interest

AGENT CONTRACT

S.USA LIFE INSURANCE COMPANY, INC.

PARTIES TO THE CONTRACT

This contract is made and entered into between S.USA Life Insurance Company, Inc. hereafter referred to as “Company”,and the party or parties indicated on the signature page, hereafter referred to as “Agent.” Company and Agent recognize thatthis contract is entered into in accordance with the contract, if any, between the Company and the Managing General Agentor the General Agent indicated on signature page.

BUSINESS RELATIONSHIP

It is the intention of the Company to establish and develop a long term relationship with the Agent. The Company recognizesthat in order for this relationship to last, there are certain underlying business practices which must be consistent as to theCompany and the Agent. Along with compliance with all statutory laws, rules, and regulations to which the parties aresubject, both the Company and Agent must share the desire to provide value, as well as fair and honest service to thepolicyholder and each other.

The Company hereby appoints the Agent to solicit applications for such policies or contracts as are issued by the Companywherever Agent is duly licensed subject to the following mutually agreed upon terms and conditions.

I. RESPONSIBILITIES OF THE AGENT

A. Carry out the purposes of this contract only when and where proper licensing has been obtained. If Agent is a corpora-tion or other legal entity (“business entity”), then the principals of such entity must also be licensed individually, ifrequired pursuant to applicable state law.

B. Treat any money received or collected for the Company as property held in trust, and promptly remit such money toCompany at its designated location.

C. Adhere to the Company’s requirements for the collection of any premium paid upon application for the Company’sproducts.

D. Comply with the underwriting and issue requirements of the Company.

E. Inform the Company of any and all facts of which the Agent is aware or becomes aware, relating to: a) any of theCompany’s products applied for or issued to a policyholder, and b) the health of any proposed applicant.

F. Assist the Company in keeping its insurance policies in force.

G. Carry such Errors and Omissions insurance coverage as the Company may require.

H. Be aware of and comply with all applicable laws, rules, and regulations, including state insurance laws and all Companyguidelines including but not limited to those relating to any required continuing education to sell Company's products,suitability, policy application, disclosures, replacements and policy delivery.

I. Prior to soliciting business from customers, be familiar with the provisions of all the Company's insurance policieswhich Agent is authorized to sell and attend the Company's training sessions as required by the Company.

J. Strictly observe all Company rules, regulations, policies, procedures and requirements as well as any and all applicablelegal requirements of the state or states in which Agent is authorized to solicit business. Company rules, regulations,policies, procedures and requirements will be available to Agent on the Company website.

K. Keep regular and accurate records of all transactions related to this contract for a period of at least seven years from thedate of such transactions, or longer if required by federal or state law or regulation. Company shall have the right, duringnormal business hours, to inspect, audit, and make copies from the books and records of Agent for the purpose ofverifying Agent's compliance with the provisions of this contract.

L. Promote and safeguard the best interests of the Company; fairly, truthfully, and properly represent the Company and itsproducts and services; and faithfully perform, in an ethical and professional manner, all the duties within the scope of theappointment under this contract.

II. LIMITATION OF AUTHORITY

The Agent has no authority and specifically agrees not to:

A. Bind the Company to any promise or agreement; incur any debt, expense or liability whatsoever in the Company’s nameor for its account; or receive any money due or to become due the Company, except the initial premium on applicationsor policies, subject to the Company’s requirements for the acceptance of such money and except where the Agent and theCompany execute a separate collection agreement in writing.

B. Deliver any policy or allow delivery of any policy: (1) until the initial premium required by the Company has been paidin full or (2) more than 30 days after issuance of the policy. The Agent shall ask the policyholder if the policyholder isin the same condition as to health, habits, occupation and other facts as represented in the application for the policy. Ifthe policyholder indicates that a change has occurred in any of the above areas, the Agent shall not deliver the policy, andthe Company shall be informed of such change.

C. Make, modify, or change any insurance contract, or bind the Company by making any promises respecting any insurancecontract except when authorized in writing to do so by the President or a Vice President of the Company.

D. Except for that provided by the Company, any material, supplies, advertising or other printed matter mentioning theCompany by name or relating to any of its products may be used, or be permitted to be used, only with the Company’sprior written approval.

III. COMPLIANCE / MARKET CONDUCT

Notwithstanding the Parties’ respective duties set forth in Section I:

A. The Agent specifically agrees that he or she will comply with all Company regulations regarding the use of illustrations.Further, the Agent agrees to use only complete illustrations which have been provided by the Company or generated onsoftware provided by the Company to market the Company’s products. The Agent agrees to use only the most currentversion of the illustration software and accompanying instructions which have been provided by the Company.

B. The Agent agrees that it will allow the Company to review all sales programs, techniques, and methods, including allmaterial shown to or provided to an applicant or client, which are used in the solicitation or servicing of the productsproduced by the Company.

C. Agent agrees not to represent himself or herself as holding any professional or trade certification that implies expertisein financial matters relating specifically to persons age 65 or older, including but not limited to "certified senior advisor,"until and unless Agent provides Company with complete information regarding the nature of such certification andCompany approves in writing the use of such certification in connection with the sale of Company's products.

IV. COMPLAINTS, ADMINISTRATIVE PROCEEDINGS AND LITIGATION

A. Agent agrees to notify the Company promptly upon receipt of any oral or written communication from an applicant,policyholder, or other individual, or any state or federal regulatory agency setting forth a complaint relating to theCompany policies sold by the Agent or the Agent’s conduct in the solicitation, sale and servicing of Company’s policiesand contracts. Agent further agrees to promptly notify Company and provide copies of any judicial proceedings includ-ing but not limited to summons, complaints or other court documents relating to legal action involving any such poli-cies. Agent also agrees to notify Company of any state or federal regulatory action relating to the Agent’s licenses orother authority relating to the Agent or Subagent’s solicitation, sale or servicing of Company’s policies and contracts.

B. The Company agrees to notify Agent of any oral or written communication from an applicant, policyholder, or indi-vidual or any state or federal regulatory action relating to the Company policies sold by the Agent or the Agent orsubagent’s conduct in the solicitation, sale and servicing of the Company’s policies and contracts, unless Company isprecluded from doing so by state or federal law, regulation or rule or any order of any official of any state or federalagency or by the request of the complainant.

C. The Agent will fully cooperate with the Company in the investigation of any such inquiry or complaint, which shallinclude but not be limited to the preparation of a written response addressing the issues raised as well as providingCompany with a copy of any and documentation (including marketing materials) related to the solicitation or servicingof the Company’s products.

D. The Company shall have the sole right to determine the ultimate resolution, including settlement, of any such complaint,administrative, regulatory or judicial proceeding. Any such determination by the Company shall be binding on theAgent and its subagents. If the complaint or proceeding involves allegations of agent misconduct or omissions, anyamounts paid by the Company shall be immediately due and payable from the Agent. In the discretion of the Company,this debt may be satisfied as an offset to money due the Company in accordance with section VI. C. of this contract.

V. COMPENSATION

A. During the term of, and subject to the provisions of this contract, and subject to the rules and regulations of the Com-pany, Company will compensate the Agent according to the Commission Schedule in effect at the time the insurancecontract is written or modified. The Commission Schedule may be modified periodically by the Company upon writtennotice. Agent specifically recognizes and accepts responsibility for payment of any taxes levied by federal, state orlocal authorities as a result of compensation arising hereunder.

B. Agent agrees that Company may, at any time, offset against commissions due or to become due to Agent, or to anyoneclaiming through or under Agent, any amount due from Agent to Company, including any chargebacks. Commissionchargebacks shall result in the event any insurance contract is rescinded or processed as a Not Taken by the Company atany time for any reason; if the insurance contract terminates for any reason during the first year and compensation hasbeen advanced; if any delivery requirement is not received within thirty (30) days of policy issue; or as may be other-wise stated in the Commission Schedule for a specific product. If not offset, Agent shall immediately repay all compen-sation chargebacks to the Company. Agent also agrees that it remains legally obligated to immediately reimburse anyupline agent (collectively, hereinafter the "Upline") for the full amount of any chargebacks due and owing to Companyunder this contract which such Upline has paid on Agent's behalf. Company does not waive any of its rights to pursuecollection of any indebtedness owed by Agent to Company. In the event that Company or any Upline elects to refer suchindebtedness to outside collections and/or to initiate legal action to collect any indebtedness of Agent, Agent shallreimburse Company or the Upline, as applicable, for the costs of collection, attorneys' fees and expenses in connectiontherewith. This provision shall remain in full force and effect regardless of any termination of this contract.

VI. GENERAL PROVISIONS

A. No assignment of this contract or any rights under this contract shall be binding on the Company without its writtenconsent, and any such assignment shall be subject to offset or recoupment for any money due the Company by the Agentas provided for in this contract.

B. The Company shall make available at its administrative office within 30 days of Agent’s written request, all recordsrelated to business placed with the Company by the Agent or its subagents for inspection and examination by the Agentor its authorized representative. The Company, or its authorized representative may perform periodic written reviewsand/or audits of all records of the Agent related to business placed with the Company by the Agent and its subagents.Company shall give Agent thirty (30) days written notice of such reviews and/or audits.

C. Unless otherwise specifically provided, all debts due to the Company, including advances to any Agent against commis-sions or other compensation, are payable upon demand and are not recoverable solely from commissions or other com-pensation. The Company may at any time offset any money due the Agent by the Company any money due the Companyby the Agent. As security for this right of offset, the Agent hereby agrees that the Company shall have a first and priorlien against the compensation provided for under either this contract or any previous contract between the Agent and theCompany or any and all affiliates of the Company. If not offset, all such amounts due Company from Agent shall be paidto the Company within 30 days of receipt of Company’s written notice of the amount due and owing, and Agent agreesto pay any and all costs, fees, or expenses of collecting any such money due the Company. The Company shall have theright to charge the maximum interest rate allowed by law, not to exceed 12%, on money due the Company from theAgent and the Agent shall pay such interest if charged. If Agent is a subagent of an Upline with which the Company iscontracted, Agent acknowledges that any money due the Company from Agent which is paid by such Upline shallbecome a debt owing from the subagent to the Upline. Likewise, Agent acknowledges that any money due the Companyfrom the Agent which is paid by an Upline in accordance to the Contract between the Company and the Upline shallbecome a debt owing to the Upline. Company does not waive any of its rights to pursue collection of any indebtednessowed by Agent.

D. The Agent shall not have exclusive rights of distribution for any product issued by the Company or for any geographicterritory.

E. The Agent shall be solely liable for the expenses of operating and maintaining the Agent’s agency without contributionfrom the Company.

F. The Agent is an independent business entity or person and shall be free to exercise independent judgment as to the timeand place of performing all acts under this contract. The Agent shall be free to represent other insurance companies asthe Agent sees fit. In all respects, the relationship of the Agent to the Company shall be that of an independent contractorand not an employee of the Company.

G. The Company shall make available to the Agent a statement of account at such intervals as determined by the Companybut no less frequently than monthly. Such statement shall be complete and conclusive evidence of accounts between theparties to this contract, and shall be binding on the Agent unless objection is made in writing by the Agent and is receivedby the Company within 60 days after the statement is made available by the Company. In addition, unless otherwiserequested by the Policyholder and as long as this contract is in effect, Company will promptly make available to theAgent copies of all correspondence, including but not limited to lapse notices between Company and policyholders orformer policyholders solicited under this contract.

H. The failure of either party to enforce any of the provisions of this contract shall not constitute a waiver by that party ofany such or other provisions of the contract.

I. This contract will be governed by and construed in accordance with the laws of the Commonwealth of Virginia, withoutgiving effect to its conflict of laws principles and rules. With respect to any action, suit or other proceeding betweenAgent and the Company, both agree to submit to the jurisdiction of The United States District Court of the WesternDistrict of Virginia or, if such court will not accept jurisdiction, any court of competent civil jurisdiction sitting in thecity or county of Roanoke, Virginia.

J. This contract and other written documents executed by the parties hereto, including the Agent Appointment Request,Commission Schedule, and any other addendum attached hereto, contain the entire agreement between the parties andthere are no verbal representations, warranties, or agreements of any kind whatsoever. This contract supersedes andreplaces any and all other agreements between Agent and the Company relating to the same matters. However, allfinancial obligations of the Parties to each other under any such prior agreement(s), including debit balances, otherdebts, liens, rights to offset, and the obligation to pay commissions, still exist and will be combined and merged withsimilar obligations under this contract.

K. This contract may be executed in one (1) or more counterparts each of which shall be deemed to be an original, and allof which when taken together shall constitute one and the same instrument. This contract may also be executed viafacsimile or e-mail, and facsimile and e-mail signatures shall be treated as originals for all purposes.

L. Any individual who signs this contract on behalf of a business entity warrants that they have the authority to bind suchbusiness entity.

VII. CONFIDENTIAL INFORMATION AND PRIVACY OBLIGATIONS

A. Agent agrees to use Confidential Information (defined below) solely for the purposes of this contract and not to disclosesuch Confidential Information to any third party in any form without the prior written consent of Company, or as may beallowed by applicable law. Agent will advise and cause its respective employees, directors, officers, accountants, attorneys,agents, and representatives (collectively "Representatives") who will have access to Confidential Information not to useor disclose any Confidential Information for any purpose other than for the purposes set forth in this contract, or asrequired by law, and any such use or disclosure shall be at all times and in all events on the terms of and in compliancewith the restrictions of this contract.

"Confidential Information" includes all information and data provided by Company to Agent, or acquired or used byAgent pursuant to this contract, including Company's business and proprietary information, actual or potential customers,customer lists, strategic alliances, plans, reports, analyses, studies, models, sales data, marketing materials (including,without limitation, illustrations, disclosures and consumer advertising), or any other work, knowledge, know-how,trade secret or business information of Company or its respective affiliates, any information relative to any products,business procedures, coverage, or underwriting rates or pricing. "Confidential Information" also includes all records,files, input materials, reports, books or records, forms and other data or information, whether in written, electronic, ororal form, received, collected, processed, used or stored by, or provided to, Agent, pursuant to this contract, including,without limitation, customer, applicant, contract or policy owner information, such as names, addresses, e-mail addresses,account numbers, and financial and health information. Confidential Information does not include information: (i)generally available to the public at any time other than by breach of the confidentiality provisions of this contract; or (ii)information independently developed by Agent or any Upline.

B. In the event that Agent becomes legally compelled to disclose any of the Confidential Information or take any otheraction prohibited by this contract, Agent will provide Company with prompt written notice for the purpose of enablingCompany to seek a protective order or other appropriate remedy, or waive compliance with the provisions of thiscontract. In the event that such protective order or other remedy is not obtained within the time required to provide theConfidential Information, or if no such time period is specified, within thirty (30) days of such written notice to Company,Agent so legally compelled will furnish only that portion of the Confidential Information or take only such action whichis, in the opinion of Agent's counsel, legally required, and will exercise reasonable efforts to obtain reliable assurancethat confidential treatment will be accorded to any Confidential Information so furnished.

C. Agent shall maintain security procedures to protect against improper disclosure or use of Confidential Information, andshall comply in full with the privacy and security requirements of the Gramm-Leach-Bliley Act ("GLBA") and theHealth Insurance Portability and Accountability Act of 1996 ("HIPAA"), as may be applicable, and any rules andregulations promulgated thereunder. To the extent that any applicable state or regulatory authority's requirements aremore stringent than GLBA or HIPAA, Agent's use and/or disclosure of Confidential Information shall be in accordancewith such requirements. Except to the extent otherwise required or specifically permitted by law, Agent's use and/ordisclosure of Confidential Information shall be limited solely to the purposes for which such information is disclosed toAgent to perform its obligations under this contract.

D. Agent shall maintain appropriate administrative, technical and physical safeguards to assure that Confidential Informationis not used or disclosed other than as provided by this contract or as allowed by law. Agent expressly warrants that allAgent personnel with access to the Confidential Information: (A) will be advised of, and appropriately trained regardingthe confidentiality and privacy obligations required under this contract and by law; and (B) will comply in all respectswith such obligations.

E. Agent agrees to report to Company in writing within forty-eight (48) hours of discovering the same, any use or disclosureof Confidential Information not provided for in this contract or for a purpose not expressly permitted by law. To theextent such unauthorized use or disclosure occurs, Agent agrees to immediately mitigate, to the greatest extent possible,any harmful effect thereof.

F. Agent agrees that it will abide by the limitations of Company and its affiliates' current privacy policies as published byCompany and its affiliates and as reasonably communicated to Agent from time to time.

G. Agent's obligations under this Confidential Information and Privacy Obligations section shall continue after terminationof this contract.

VIII. SOLE AND EXCLUSIVE PROPERTY

A. All reports, training materials, manuals and records, containing client, sales and or product information, illustrationsoftware, etc., are and shall remain the sole and exclusive property of the Company, subject to inspection and review bythe Company at any and all times.

B. Upon any termination of this contract, Agent shall immediately pay in cash any sums due hereunder, including all DebitBalances, and shall immediately deliver to Company all the previously furnished materials, supplies, advertising and any otherprinted matter which mentions the Company by name, our rate books, and all other such supplies connected with our business,excepting only those items which the Company shall specifically notify Agent in writing, Agent is then permitted to maintainfor servicing purposes. If any Debit Balance due upon termination is not timely paid following demand by Company, nofurther compensation shall be due under this contract or any Commission Schedule(s). The Agent further understands andagrees that the Company has the right to terminate Agent's right to access Company systems, including but not limited to theagent portal.

C. The Agent further agrees not to take or copy any forms, policies, manuals, policyowner lists, or other materials whichare the property of the Company. The Agent also agrees to return all licenses, money, policies, manuals, books, papers,sales materials, reports, records, forms, and all other property of the Company then in his charge and control.

IX. INDEMNIFICATION

Agent agrees to defend, indemnify and hold harmless the Company, its affiliates and their respective employees, officers,directors and shareholders from any and all claims, actions, liability, damages, expenses, and loss which arise from, resultfrom, and/or relate to Agent's real or alleged negligent or willful acts, or errors, omissions or breach of any provision of thisAgreement and such acts, errors, omissions or breaches of any employees, in the performance of Agent's duties under thisAgreement. Claims, liability, or loss includes, but is not limited to, all costs, expenses, attorney fees and other legal fees,penalties, fines, direct or consequential damages, assessments, verdicts (including punitive damages to the extent permis-sible under the law of the state where any claim or suit is filed which seeks recovery of punitive damages against Company)and any other expense or expenditure incurred by Company. This indemnification will be in addition to any liability Agentmay otherwise have.

X. TERMINATION IN GENERAL

A. This contract, including any and all riders, supplements, schedules, amendments, or endorsements to the contract, alongwith any appointment of the Agent by the Company, may be terminated 30 days after written notice is provided by theCompany or the Agent to the other, in person or to the last known address of the party to be notified.

B. This contract, including any and all riders, supplements, schedules, amendments or endorsements to the contract, alongwith any appointment of the Agent by the Company, will terminate immediately upon: (1) the termination of the contractwith the Upline; (2) upon the death of the Agent, if an individual, or the liquidation, bankruptcy, dissolution or insol-vency of the Agent, if a business entity; or (3) Agent’s necessary licenses being revoked, suspended or not renewed.

C. Any terms of this contract including but not limited to Section VI.C., Section VII and Section IX, which by their natureextend beyond its termination, except as specified in Section XII., shall remain in effect until fulfilled.

XI. TERMINATION FOR CAUSE

A. The Company, at its option, may terminate this contract at any time immediately upon written notice and for cause if theAgent engages in any act of fraud, misappropriation or mishandling of funds, or any other misconduct damaging to theCompany, violates any of the terms of this contract, fails to pay a debit balance on demand, violates any state insurancelaw or regulation, or misrepresents Company’s products or its financial condition.

B. Further, the Company, at its option, immediately upon written notice, may terminate this contract for cause or maypermanently discontinue payments made pursuant to this contract after termination, if Agent engages in business practiceswhich (a) induce or encourage any policyholder of the Company to surrender or cancel his or her policy or contract orallow the same to lapse, or (b) induce representatives to discontinue their contracts or appointments with the Company.

XII. PAYMENTS AFTER TERMINATION

A. Except as otherwise provided for herein, upon termination of this contract, the Company shall continue to pay compen-sation to the Agent in accordance with the other provisions of this contract including the Commission Schedule.

1. No bonuses will be earned or payable after the date of termination of the contract.

2. All compensation due under this contract shall be terminated after any calendar year in which the Agent’s totalcompensation shall be less than $500 for that year. For example, if the Agent’s total compensation in a given year is$501, the Agent will continue to receive compensation the following year. If the Agent’s total compensation is $499in a given year, no further compensation will be due the Agent under this contract.

3. Upon termination, all compensation will be paid by electronic fund transfer.

B. In the event that this contract is terminated due to the death of the Agent, any compensation accruing after the date oftermination will be paid, subject to Sections VI.C., VIII.B. and XII.A. above, in the following order of preferenceprovided that if the Agent is a business entity, all such payments will be paid to said entity:

1. A beneficiary named in a properly executed beneficiary designation on file with the Company prior to the Agent’sdeath; or

2. The spouse of the Agent if he or she survives the Agent by more than 30 days; or

3. The Agent’s estate, executors or administrators as determined by the Company.

C. If this contract is terminated for cause in accordance with Section XI., or if it is later discovered that Agent engaged inconduct serving as grounds for termination for cause set forth in Section XI., all future and current compensation dueshall be forfeited.

U-APTAGTECW16 7/2016

HOME OFFICE USE

Signature of S.USA Life Insurance Company, Inc. Officer

This contract shall take effect on and subsequent con-

tract years shall begin with the anniversary of this date.

Agent Number

Name of Managing General Agent (MGA) or General Agent (GA)

P L E A S E P R I N T O R T Y P E

Complete Section A only if the Agent is contracting with the Company as an individual (in which case, all Agent

level compensation will be paid to the Agent as an individual). Complete Section B only if the Agent is a busi-

ness entity and this contract is between the Company and such entity (in which case, all Agent level compensation

will be paid to the entity unless the Agent completes a separate Agent contract as an individual with the Com-

pany).

SECTION A SECTION B

Individual Agent Name (Print or Type) Business Entity Name (Print or Type)

Signature of Agent Signature of Authorized Officer

Social Security Number Name of Authorized Officer (Print or Type)

Federal Tax Identification Number

GUARANTEE BY OFFICERS, PARTNERS, OR MEMBERS

If Agent is a corporation, partnership or LLC, each of the undersigned, in consideration of the Company executing thiscontract, represents to the Company that the principal stockholders, partners or members of the Agency, with their percent-age of interest in the total ownership of the Agency, are as follows, and does hereby personally and severally guarantee theperformance of all terms, liability and responsibility for any default in such terms, conditions, covenant, and/or amendments.

Signature Title % Interest

Signature Title % Interest

Signature Title % Interest

Signature Title % Interest

APTBAAECW16 Page 1 of 7 7/2016

HIPAA BUSINESS ASSOCIATE ADDENDUM

THIS BUSINESS ASSOCIATE ADDENDUM is made as of the Effective Date between the party identified below as Agent (“Business Associate”) and any of the following member companies of Prosperity Life Group with whom Agent has entered into a contract appointing Agent to solicit applications for health insurance products underwritten by such company (“Agent Agreement”): SBLI USA Life Insurance Company, Inc., and S.USA Life Insurance Company, Inc. (each a “Covered Entity”). This Addendum is appended to and shall form part of the Agent Agreement.

Recitals

WHEREAS, the Covered Entity and the Business Associate have entered into an agreement (the “Service Agreement”) pursuant to which the Covered Entity may disclose or provide certain individually identifiable health information, protected health information, and electronic protected health information to the Business Associate and/or the Business Associate may perform or assist the Covered Entity with functions or activities that involve the use, disclosure, or creation of Protected Health Information for or from the Covered Entity. This Agreement is an exhibit to the Service Agreement.

WHEREAS, the Covered Entity and the Business Associate desire to comply with the rules and regulations promulgated under the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), including the privacy and security regulations promulgated under HIPAA and set forth in 45 C.F.R. Parts 160-164, including 45 C.F.R. § 164.504(e), and under the Health Information Technology for Economic and Clinical Health Act (“HITECH Act”), and to enter into a written agreement regarding the use and disclosure of Protected Health Information regarding the Service Agreement.

WHEREAS, this Agreement sets forth the terms and conditions upon which the Covered Entity will disclose Protected Health Information to the Business Associate or will allow the Business Associate to create, receive, use, or disclose Protected Health Information for, or on behalf of, the Covered Entity.

NOW, THEREFORE, in consideration of the matters set forth in the Recitals above, the promises and mutual covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Covered Entity and the Business Associate (sometimes collectively referred to as the “Parties”), intending to be legally bound, agree as follows:

1. Definitions. The definitions provided herein apply to the use of these defined terms in the Agreement. Other terms used in this Agreement, but not otherwise defined, shall have the same meaning as those terms in the Privacy Rule.

a. “Breach” means the unauthorized acquisition, access, use, or disclosure of PHI as provided in 45 C.F.R. § 164.402 in a manner that is not permitted under HIPAA.

b. “Business Associate” shall have the meaning given to such term at 45 C.F.R. § 160.103. For the purposes of this Agreement, Agent is the Business Associate.

c. “Covered Entity” shall have the meaning given to such term at 45 C.F.R. § 160.103. For the purposes of this Agreement, Shenandoah Life Insurance Company, is the Covered Entity.

d. “HITECH Act” or “Health Information Technology for Economic and Clinical Health Act” are those provisions set forth in Title XIII of Public Law 111-5 that was enacted on February 17, 2009.

e. “Individual” shall have the meaning given to such term at 45 C.F.R. § 160.103. f. “Privacy Rule” shall mean the Standards for Privacy of Individually Identifiable Health Information

promulgated under HIPAA and/or the HITECH Act that is codified at 45 C.F.R. parts 160 and 164, Subparts A and E.

g. “Protected Health Information” (“PHI”) and “Electronic Protected Health Information” (“ePHI”) shall have the meaning given to such terms at 45 C.F.R. § 160.103 and is limited to the information created or received by the Business Associate from or on behalf of the Covered Entity.

h. “Required by Law” shall have the meaning given to such term at 45 C.F.R. § 164.103.

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i. “Secretary” shall mean the Secretary of the United States Department of Health and Human Services (“HHS”) or his or her designee.

j. “Security Rule” shall mean the Security Standards for the Protection of Electronic Protected Health Information promulgated under HIPAA and/or the HITECH Act that is codified at 45 C.F.R. parts 160 and 164, Subparts A and C.

k. “Unsecured Protected Health Information” means Protected Health Information that is not rendered unusable, unreadable, or indecipherable to unauthorized individuals through the use of a technology or methodology specified by the Secretary, as set forth in 45 C.F.R. § 164.402.

2. Obligations of the Business Associate. The Business Associate hereby agrees that it shall:

a. not use or disclose the Protected Health Information other than as permitted or required by this Agreement, the Service Agreement, or as otherwise Required by Law;

b. use appropriate safeguards to prevent the use or disclosure of Protected Health Information not expressly permitted by this Agreement, the Service Agreement, or as Required by Law;

c. report to the Covered Entity, within five (5) days and in a reasonable manner, any use or disclosure of the Protected Health Information not provided for by this Agreement of which it becomes aware, including the details of any security incident to include the date, nature, and scope of the incident, and response thereto;

d. ensure that any agent, including a subcontractor, to whom the Business Associate provides any Protected Health Information received from the Covered Entity, or created or received by the Business Associate for or on behalf of the Covered Entity, agrees to the same restrictions and conditions that apply through this Agreement to the Business Associate with respect to the Protected Health Information, and Business Associate shall maintain confidentiality agreements with its agents and subcontractors as necessary to perform the services under the Service Agreement;

e. make available Protected Health Information to the Covered Entity, within five (5) days and in a reasonable manner, for amendment and incorporate any amendments to Protected Health Information in accordance with 45 C.F.R. § 164.526;

f. make available to the Covered Entity, within five (5) days and in a reasonable manner, the information required for the Covered Entity to provide access to an individual or for the Covered Entity to provide an accounting of disclosures in accordance with 45 C.F.R. §§ 164.524, 164.528;

g. make available to the Secretary of HHS immediately, and in no event longer than three (3) days and in a reasonable manner, all internal practices, books and records, relating to the use and disclosure of Protected Health Information received from, or created or received by the Business Associate from or on behalf of, the Covered Entity necessary to allow the Secretary to determine whether the Covered Entity is in compliance with the Privacy Rule regarding the PHI under this Agreement;

h. provide to the Covered Entity, within five (5) days and in a reasonable manner, of receiving a written request from the Covered Entity, information collected pertaining to disclosures of PHI by the Business Associate to permit the Covered Entity to respond to a request by an Individual for an accounting of disclosures of PHI in accordance with 45 C.F.R. § 164.528;

i. mitigate, to the extent practicable, any harmful effect that is known to the Business Associate of a use or disclosure of Protected Health Information by the Business Associate that is in violation of this Agreement;

j. document such disclosures of Protected Health Information and information related to such disclosures of Protected Health Information as would be required for the Covered Entity to respond to a request by an Individual for an accounting of disclosures of the Individual’s Protected Health Information in accordance with 45 C.F.R. § 164.528;

k. implement administrative, physical, and technical safeguards that reasonably and appropriately protect the confidentiality, integrity, and availability of Protected Health Information that Business Associate creates, receives, maintains, or transmits related to or on behalf of the Covered Entity. Business Associate shall comply with the standards and implementation specifications set forth in 45 C.F.R. §§ 164.308, 164.310, 164.312, and 164.316; and

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l. limit the use, disclosure, and request of Protected Health Information to perform or fulfill a specific function required or permitted hereunder to the minimum necessary, as defined by HIPAA, to accomplish the purpose of such use, disclosure, or request.

3. Permitted Uses and Disclosures by the Business Associate. Except as otherwise limited by this Agreement, the Business Associate may use or disclose Protected Health Information to perform the functions, activities, or services set forth in the Service Agreement, provided that such use or disclosure would not violate HIPAA if done by the Covered Entity. Business Associate is permitted to disclose Protected Health Information to its subcontractors, agents, and/or related and affiliated entities in relation to Business Associate’s performance of the functions, activities, or services set forth in the Service Agreement, provided that such use or disclosure would not violate HIPAA if done by the Covered Entity.

4. Specific Use and Disclosure Provisions. Except as otherwise limited by this Agreement, the Business Associate may:

a. use the Protected Health Information for the proper management and administration of the Business Associate or to carry out the legal responsibilities of the Business Associate.

b. disclose the Protected Health Information for the proper management and administration of the Business Associate, provided that:

1. any such disclosure is Required by Law, or 2. the Business Associate obtains reasonable assurances from the person to whom the

information is disclosed (the “Third Party”) that (a) the Protected Health Information will remain confidential and will only be used or further disclosed for the purpose for which it was disclosed to such Third Party or as may otherwise be Required by Law, and (b) the Third Party agrees to notify the Business Associate of any instances of which the Third Party becomes aware in which the confidentiality of the Protected Health Information has been breached.

c. use the Protected Health Information to provide data aggregation services to the Covered Entity as permitted by 45 C.F.R. 164.504(e).

d. use Protected Health Information to report violations of law to appropriate federal and state authorities.

e. Prohibited Uses and Disclosures. Business Associate shall not directly or indirectly receive remuneration in exchange for any Protected Health Information of an Individual without Covered Entity’s prior written approval and notice from Covered Entity of receipt of a valid HIPAA authorization.

5. Obligations of the Covered Entity. The Covered Entity will:

a. notify the Business Associate of any limitation(s) in its notice of privacy practices, to the extent that such limitation(s) may affect the Business Associate’s use or disclosure of the Protected Health Information;

b. notify the Business Associate of any changes in, or revocation of, permission by an Individual to use or disclose Protected Health Information, to the extent that such change or revocation may affect the Business Associate’s use or disclosure of Protected Health Information; and

c. notify the Business Associate of any restriction(s) on the use or disclosure of Protected Health Information that the Covered Entity has agreed to, to the extent that such restriction(s) may affect the Business Associate’s use or disclosure of Protected Health Information.

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6. Breach Notification. In the event of a breach of Protected Health Information, as defined by HIPAA and/or the HITECH Act, the Business Associate and/or the Covered Entity shall have certain reporting requirements. If there is a breach or perceived breach of Protected Health Information, Business Associate shall immediately, and within no event later than five (5) days of discovery of a Breach, notify the Covered Entity in writing of the occurrence and identify all individuals whose Protected Health Information has been, or is reasonably believed to have been Breached, provided however, that such period may be extended in the event a law enforcement official provides notice requiring a delay of notification. Business Associate shall immediately, and within no event later than five (5) days of discovery of a Breach, provide Covered Entity with all information required by HIPAA and all information requested by Covered Entity and full details related to the Breach. Business Associate agrees that Covered Entity shall have the right to determine whether notice is to be provided to any Individual, regulator, law enforcement agency, consumer reporting agency, media outlet, and/or HHS, or others as required by law or regulation. Business Associate shall cooperate and assist Covered Entity fully with Covered Entity in Covered Entity’s investigation of any Breach, including providing access to facilities, facilitating interviews with employees and others involved in the matter, and making available all records, logs, files, systems, and data related in any way to the Protected Health Information and/or the Breach, as well as in making the notification to third parties required by law in the event of a Breach by Business Associate and/or Business Associate’s agents or subcontractors. Business Associate shall bear all costs and expenses involved or related to such notification and in mitigating harm to those Individuals, and Business Associate shall reimburse Covered Entity for any costs or expenses Covered Entity incurs in relation to the Breach and in mitigating its consequences. Breach shall include for purposes of this section any actual or suspected breach of security or unauthorized use of disclosure of PHI. Business Associate acknowledges that it may be directly liable for civil and/or criminal penalties or fines upon an intentional Breach of PHI, HIPAA, and/or breach of this Agreement.

7. Term and Termination.

a. Term. This Agreement shall be effective as of the Effective Date, which shall be the date that the Service Agreement takes effect or upon Business Associate’s receipt of any Protected Health Information, whichever is earlier. This Agreement shall terminate when all of the Protected Health Information provided by the Covered Entity to the Business Associate, or created or received by Business Associate on behalf of Covered Entity, is destroyed or returned to Covered Entity, or, if it is not feasible to return or destroy the Protected Health Information, protections are extended to such information in accordance with the termination provisions in this Section.

b. Termination for Cause. Without limiting the termination rights of Covered Entity pursuant to this Agreement and the Service Agreement, and upon Covered Entity’s knowledge of a breach of the Agreement or other Breach, the Covered Entity shall either:

1. provide five (5) days for Business Associate to cure the breach or end the violation, and if Business Associate does not cure the breach or end the violation within this time period; or

2. immediately terminate this Agreement if there has been a breach and cure is not feasible, as determined by Covered Entity in its sole discretion;

3. however, if neither termination nor cure is feasible, the Covered Entity shall report the violation to the Secretary.

c. Effect of Termination. 1. Except as provided in Section 7(c)(2) of this Agreement, the Business Associate shall, at its

sole cost and expense, return or destroy all Protected Health Information received from the Covered Entity, or created or received by the Business Associate for or on behalf of the Covered Entity. This provision shall also apply to Protected Health Information that is in the possession of any subcontractor or agent of the Business Associate. The Business Associate shall retain no copies of the Protected Health Information.

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2. In the event that the Business Associate believes that returning or destroying the Protected Health Information is not feasible, Business Associate shall provide written notice to the Covered Entity within five (5) days of the termination of this Agreement setting forth the conditions supporting Business Associate’s belief that return or destruction of the Protected Health Information infeasible. If Covered Entity does not agree to Business Associate’s belief in Covered Entity’s sole discretion regarding the feasibility of return or destruction, then Business Associate shall return or destroy the Protected Health Information within ten (10) days of Covered Entity’s request for such action. However, upon Covered Entity’s sole determination that return or destruction of the Protected Health Information is infeasible, Business Associate shall extend the protections of this Agreement to such Protected Health Information and limit further uses and disclosures of such Protected Health Information to those purposes that make the return or destruction infeasible, for so long as Business Associate maintains such Protected Health Information.

8. Damages. The Parties agree that the remedies at law for a breach by Business Associate of the terms of this Agreement or Breach of Protected Health Information may be inadequate and that monetary damages resulting from such breach may not be readily measured. Accordingly, in the event of a breach by either party of the terms of this Agreement, the other party shall be entitled to immediate injunctive relief. Nothing herein shall prohibit either party from pursuing any other remedies that may be available to either of them for such breach. In addition, in the event a Breach by Business Associate, or its agents or subcontractors, occurs, Business Associate shall, to the extent required by Covered Entity: (a) provide for such credit monitoring services as deemed appropriate by Covered Entity for at least twelve (12) months for individuals whose information may have been subject to the Breach; (b) provide for call center staffing and operations to the extent necessary to respond to inquiries by affected individuals during this period; (c) pay for any printing, mailing, postage, and other costs incurred by Covered Entity or others to send notifications of the Breach to affected individuals, media, or government authorities; and (d) to the extent reasonably practicable, determine the location of missing information and/or the party or parties that obtained or may have obtained unauthorized access to such information.

9. Indemnification. Business Associate shall defend, indemnify, and hold harmless the Covered Entity and its employees, agents, officers, directors, shareholders, members, parent companies, subsidiaries, affiliated entities, and entities under common control of Covered Entity, from and against any and all claims, causes of action, losses, liabilities, obligations, damages, costs, expenses, and attorneys’ fees which the Covered Entity incurs or may incur, directly or indirectly, arising out of and/or related to, or as a result of, any Breach by Business Associate or Business Associate’s agents or subcontractors, misuse of Protected Health Information, violation of HIPAA, and/or breach of this Agreement.

10. Miscellaneous.

a. Regulatory References. Any reference made herein to any provision of law or regulation shall be a reference to such section as in effect or as amended.

b. Amendment. This Agreement shall not and cannot be altered, amended, modified, or otherwise changed in any respect, except by the means of a written instrument executed by the Parties hereto. Business Associate agrees to take such action as is reasonably necessary to amend this Agreement to comply with the applicable state or federal laws rules, or regulations, including HIPAA, as Business Associate acknowledges that the rules and regulations are expanding and evolving.

c. Background Screening. Business Associate warrants and represents that Business Associate has obtained, at Business Associate’s own expense and in a manner compliant with all applicable state, federal and other applicable laws, a satisfactory background screening under commercially acceptable standards and business standards of reasonableness for all of its employees, agents, and subcontractors with access to any Protected Health Information, and that these individuals will have passed such background screening. Business Associate agrees to update such background screening upon request by Covered Entity.

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d. Construction and Interpretation of Agreement. This Agreement is a result of negotiation between, and preparation by, both of the Parties, and if it is determined that an ambiguity is contained herein, then such ambiguity shall not be construed against any party as the preparer hereof. Any ambiguity in this Agreement shall be resolved to permit the Parties hereto to comply with the Privacy Rule.

e. No Third Party Beneficiaries. This Agreement is not intended to and does not create any rights or a private cause of action by any third party and is not intended for the benefit of any third party. There are no third party beneficiaries to or of this Agreement.

f. Successors and Assigns. This Agreement and all rights and obligations hereunder shall be binding upon and shall inure to the benefit of the respective successors and assigns of the Parties.

g. Survival. The rights and obligations of Business Associate set forth in Section 7(c) hereof, and any other post-termination obligations of Business Associate, shall survive the termination of this Agreement.

h. Notices. All notices which are required to be given hereunder shall be in writing and shall be mailed to the attention of the person signing the Service Agreement or as otherwise set forth in the Service Agreement.

i. Headings. The captions, headings and titles in this Agreement are solely for convenience and reference and shall in no way define, describe, extend or limit the scope or intent of this Agreement or the intent of any provision hereof.

j. Choice of Law. This Agreement shall be governed, performed, interpreted, construed, and enforced in accordance with the laws of the State of Florida.

k. Severability. If any provision of this Agreement or application hereof is held or adjudged to be invalid or unenforceable, the invalidity shall not affect any other provisions or applications of this Agreement which can be given effect without the invalid provision or application. To this end, the provisions are severable.

l. Waiver. No failure or delay in exercising any right, power or remedy hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right, power or remedy hereunder preclude any other further exercise thereof or the exercise of any other right, power or remedy under this Agreement. The rights provided hereunder are cumulative and not exclusive of any rights provided by law.

m. Disclaimer. Covered Entity makes no warranty or representation that compliance by Business Associate with this Agreement, HIPAA, or the Privacy and Security Rules will be adequate or satisfactory for Business Associate’s own purposes. Without limiting the terms of this Agreement, Business Associate is solely responsible for all decisions made by Business Associate regarding the safeguarding of PHI.

n. Entire Agreement. This Agreement and the Service Agreement, including any exhibits, addenda, and amendments thereto, constitute the entire agreement between the Parties relating to the subject matter hereof, and supersede any prior or contemporaneous verbal or written agreements, communications and representations relating to the subject matter hereof.

o. Assistance in Litigation or Administrative Proceedings. Business Associate agrees to provide requested assistance to Covered Entity in the event of claims, litigation, or administrative proceedings that may arise against either of the Parties hereto based upon a claim of a violation of HIPAA.

Agent Signature Agent Name Date

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Signed for ________________________________________________ at the Home Office on ______________________

.

Signature Name

FIRST-YEAR COMMISSION ADVANCING ADDENDUM

This Addendum is part of the Agreement (the "Agent Agreement") between the Company whose signature appears below("we" or "us") and the Agent whose signature appears below ("you").

We agree to advance months of first-year commissions subject to the following terms:

1. Advancing is available only for commissions earned on policies (1) issued on applications for products we determine areeligible, and (2) sold by you through the Upline whose signature appears below. Commissions on policies that have beenreinstated or are written on you or your immediate family do not qualify for advancement. Maximum commissionsadvanced will be limited to $1,000 per policy.

2. Commissions not qualifying for advancement will be paid on an earned basis.

3. This Addendum will not go into effect until signed by both you and the Upline and processed and approved by us.

4. Amounts advanced neither decrease nor increase the amount of compensation ultimately payable to you. You are liableto us for any overpayment of commission that occurs as a result of advances. Chargebacks will occur if a policy forwhich commission has been advanced terminates during the first policy year and for other reasons set forth in the AgentAgreement.

5. We reserve the right, without prior notice and at our sole discretion, to cancel or modify this Addendum including,without limitation, by adding or removing eligible products, changing the amount eligible for advances, imposing aservice charge, or removing an agent from advancement.

6. This Addendum shall terminate (a) upon termination of either the Agent Agreement or our contract with the Upline; (b)upon notice by us; or (c) upon notice of the Upline received by us. Termination of this Addendum does not release youfrom continuing liability to us for immediate repayment of any and all unearned first-year commissions that have beenadvanced. Unon termination, we will withhold any compensation otherwise payable to you until the amounts advancedhave been repaid. If such compensation does not appear adequate to repay the amounts advanced, you must reimburseus the balance upon notification.

7. By signing below, the Upline guarantees all amounts due from you under this Addendum that remain unpaid after wehave made demand for repayment. This Addendum may be executed in counterparts, each of which shall be deemed anoriginal and all of which together shall constitute one and the same instrument.

Signatures - Accepted and Agreed to by:

Name of Agent - Business Entity or Individual Name (please print)

XSignature of Agent or Authorized Officer, if Bueiness Entity Date

Name of Upline - Business Entity or Indiviudal Name (please print) Title

XSignature of Upline or Authorized Officer, if Bueiness Entity Date

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SBLI USA Life Insurance Company, Inc.S.USA Life Insurance Company, Inc.Shenandoah Life Insurance Company(Each the “Company”)Members of the Prosperity Life Group

Prosperity Life Group is a trade name representing various affiliates of the Prosperity Life Insurance Group, LLC, including the operating members listed above.Members not licensed in all states. Only SBLI USA Life Insurance Company, Inc. is licensed in New York. Each member is solely responsible for its financialcondition and contractual obligations.

BENEFICIARY DESIGNATION

This form is used to enable the Agent to designate a beneficiary to receive money due the Agent from the Company after thedeath of the Agent. Unless this form is completed and received by the Company prior to the Agent’s death, money due theAgent posthumously under the contract shall be paid in the following order of preference:

1. The spouse of the Agent if he or she survives the Agent by more than 30 days; or

2. The Agent’s estate, executors or administrators as determined by the Company.

The Agent should review the tax consequences of this designation with his or her tax advisor.

I designate the following as my beneficiary under my Agent Contract.

Name of Beneficiary Relationship to Agent

Street Address

City, State, Zip

Name of Contingent Beneficiary Relationship to Agent

Street Address

City, State, Zip

THIS DESIGNATION SUPERSEDES ANY PREVIOUS DESIGNATION

Name of Agent (please print) Date

XSignature of Agent Witness

Prosperity Life Group is a trade name representing various affiliates of the Prosperity Life Insurance Group, LLC, including the operating members listed above. Membersnot licensed in all states. Only SBLI USA Life Insurance Company, Inc. is licensed in New York. Each member is solely responsible for its financial condition andcontractual obligations.

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SBLI USA Life Insurance Company, Inc.S.USA Life Insurance Company, Inc.Shenandoah Life Insurance Company(Each the “Company”)Members of the Prosperity Life Group

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Typewritten Text

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Agent/Agency"Name____________________________________"

Signature_____________________________________________"

Date_________________________________________________"

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