Invest Financial Corporation Registered Representatives Deferred Commission Plan January 1, 2009. M3322 Rev. 6/08

Invest Financial Corporation Registered Representatives Deferred Commission Plan January 1, 2009 M3322 Rev. 6/08

TABLE OF CONTENTS ARTICLE 1 - ESTABLISHMENT AND PURPOSE... 1 ARTICLE 2 - DEFINITIONS... 1 2.1 Account... 1 2.2 Accounting Date... 1 2.3 Benefit Commencement Date... 1 2.4 Code... 1 2.5 Commission... 1 2.6 Committee... 1 2.7 Company... 1 2.8 Company Matching Account... 1 2.9 Disability... 1 2.10 Effective Date... 1 2.11 Election Form... 2 2.12 Elective Account... 2 2.13 Fund... 2 2.14 Hardship Withdrawal... 2 2.15 Independent Contractor Agreement... 2 2.16 Participant... 2 2.17 Plan... 2 2.18 Plan Year... 2 2.19 Registration Date... 2 2.20 Registered Representative or Representative... 2 2.21 Separation Period... 2 2.22 Similar Arrangement... 2 2.23 Terminated For Cause... 2 2.24 Termination... 2 2.25 Unforeseeable Emergency... 2 ARTICLE 3 ELIGIBILITY AND PARTICIPATION... 3 3.1 Eligibility... 3 3.2 Election Procedures... 3 3.3 Termination of Participation... 4 ARTICLE 4 - ELECTIVE DEFERRALS... 4 4.1 Election Procedures... 4 4.2 Deferral Election Changes... 4 4.3 Special Election Changes for 2008... 4 ARTICLE 5- COMPANY MATCHING CONTRIBUTIONS... 4 5.1 Amount of Company Matching Contribution... 4 ARTICLE 6 - VESTING OF ACCOUNTS... 5 6.1 Elective Accounts... 5 6.2 Company Matching Contributions Accounts... 5 6.3 Forfeiture... 5 6.4 Termination for Cause... 6 ARTICLE 7 - INVESTMENT AND VALUATION OF ACCOUNTS... 6 7.1 Investment Elections... 6 7.2 Investment Changes... 6 7.3 Participant Investment Responsibility... 6 7.4 Availability of Funds... 6 7.5 Special Investment Rule... 6 ARTICLE 8 - HARDSHIP WITHDRAWALS... 7 8.1 Hardship Withdrawals... 7 ARTICLE 9- DISTRIBUTIONS... 7 9.1 Distribution... 7 9.2 Lump-Sum Payments... 7

9.3 Installment Payments... 7 9.4 Reduction of Distributions... 7 9.5 Death or Disability... 8 9.6 Special Lump Sum Payment... 8 9.7 Claims Procedure... 8 ARTICLE 10 - OWNERSHIP OF ACCOUNTS... 9 10.1 Bookkeeping Accounts Only... 9 ARTICLE 11 - GENERAL PROVISIONS... 9 11.1 Administration... 9 11.2 Amendment and Termination... 9 11.3 Accounting Procedures... 10 11.4 Withholding of Taxes... 10 11.5 No Warranties... 10 11.6 Non-Alienability... 11 11.7 Remedies and Standard of Care... 11 11.8 Indemnification... 11 11.9 Severability... 11 11.10 Relationship... 11 11.11 Headings... 11 11.12 Governing Law... 11 11.13 Brooke Holdings LLC Guaranty... 11

ARTICLE 1 - ESTABLISHMENT AND PURPOSE Invest Financial Corporation, a Delaware corporation (INVEST), hereby restates the Invest Financial Corporation Registered Representatives Deferred Commission Plan (Plan) for the purpose of providing Registered Representatives a means to defer for future periods amounts payable to them by the Company, providing incentive to continue to affiliate with the Company and providing the benefits described in the Plan under the terms and conditions of the Plan. The Plan is intended to be a non-qualified deferred commission arrangement that meets the requirements of Section 201(2) of the Employee Retirement Income Security Act of 1974, as amended and complies in all respects with Section 409A of the Internal Revenue Code of 1986, as amended. ARTICLE 2 - DEFINITIONS The following terms have the respective meanings indicated unless the context clearly requires a different meaning. Except as otherwise indicated by the context, any singular terms shall include the plural. All references in the Plan to specific Articles or Sections shall refer to Articles or Sections of the Plan unless otherwise stated. 2.1 Account. Account means the bookkeeping record established for each Participant to reflect the combined value of the Participant s Elective Account and Company Matching Account. 2.2 Accounting Date. Accounting Date means the last business day of each calendar quarter. For the period beginning January 1, 2008, and ending March 31, 2008, the Accounting Date means the last business day of the calendar quarter coincident with or immediately preceding the applicable Benefit Commencement Date. 2.3 Benefit Commencement Date. Benefit Commencement Date means the date that is coincident with the Accounting Date immediately following the distribution event. For the period beginning April 1, 2008, and ending December 31, 2008, Benefit Commencement Date means, with respect to benefits payable on (a) Termination in the event of the Participant's death or Disability or (b) the completion of a stated deferral period as set forth in the Participant's Election Form, the date that is coincident with the Accounting Date immediately following said event. In all other Termination events, Benefit Commencement Date means the date that is as soon as administratively possible following January 1, 2009. Prior to April 1, 2008, Benefit Commencement Date means the date set forth in the Plan prior to this restatement. 2.4 Code. Code means the Internal Revenue Code of 1986, as amended. 2.5 Commission. Commission means the gross commissions (also known as the Gross Dealer Concession or GDC) earned by the Representative that are related to the sales of stocks, bonds, mutual funds, unit investment trusts, variable and fixed annuities and other investment and insurance products, less any sums due to the Company from the Representative for any reason. 2.6 Committee. Committee means the committee appointed by the Company to administer the provisions of the Plan. 2.7 Company. Company means INVEST, any successors thereto, and/or any affiliated entities which adopt the Plan with the approval of INVEST. 2.8 Company Matching Account. Company Matching Account means that portion of a Participant s Account, that represents the value of the Company s matching contributions with respect to the Participant, plus earnings or losses attributable to such contributions. 2.9 Disability. Disability means that the Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months. All references in the Plan to Disability shall be effective January 1, 2008. 2.10 Effective Date. Effective Date means January 1, 2009, the date the amended and restated Plan takes effect, except as otherwise indicated herein. 1

2.11 Election Form. Election Form means an agreement in a form approved by the Committee, entered into between an eligible Registered Representative and the Company pursuant to which an eligible Registered Representative becomes a Participant by certifying as to his or her eligibility and elects his or her annual elective deferral percentage, deferral period and form of distribution. 2.12 Elective Account. Elective Account means that portion of a Participant s Account, which represents the value of the Participant s elective deferrals, adjusted for earnings or losses attributable to such deferrals. 2.13 Fund. Fund means the series of the JNL Series Trust or other investment options available under the Plan as selected by INVEST in its sole discretion. 2.14 Hardship Withdrawal. Hardship Withdrawal means a withdrawal that is made by the Representative in accordance with Article 8. 2.15 Independent Contractor Agreement. Independent Contractor Agreement means the agreement entered into between the Company and the Registered Representative pursuant to which the Company pays certain Commissions to the Registered Representative under certain circumstances. 2.16 Participant. Participant means a Registered Representative who satisfies the requirements contained in Article 3. 2.17 Plan. Plan means the Invest Financial Corporation Registered Representatives Deferred Commission Plan, as amended and restated. 2.18 Plan Year. Plan Year means the consecutive 12-month period beginning on January 1 and ending on December 31 of each year. 2.19 Registration Date. Registration Date means the first day on which a Registered Representative s registration with the Company is effective. 2.20 Registered Representative or Representative. Registered Representative or Representative means an individual who is a Registered Representative of the Company pursuant to the terms of the Independent Contractor Agreement. 2.21 Separation Period. Separation Period means the period of time that commences on the date of the Participant's Termination and ends on the date that is 12 consecutive months after the date of said Termination. A period of time that passes after a Termination will constitute a Separation Period only so long as: (a) said Termination constitutes a good faith and complete termination of the contractual relationship, and (b) the Participant neither adopts nor renews any contractual relationship with the Company nor becomes a common law employee of the Company during the relevant consecutive 12-month period that begins on the Participant's Termination date. 2.22 Similar Arrangement. Similar Arrangement means an agreement, method, program or other arrangement sponsored by the Company with respect to which deferrals are treated as having been deferred under a single plan as set forth in IRS Reg. 1.409A-1(c)(2). 2.23 Terminated For Cause. Terminated For Cause means the termination of a Participant's registration with the Company "for cause" as defined in the Independent Contractor Agreement between the Participant and the Company. 2.24 Termination. Termination means the termination of a Participant s registration with the Company as provided in the Independent Contractor Agreement, or the termination of the Representative's registration with the Company because of death or Disability. 2.25 Unforeseeable Emergency. (a) In general, Unforeseeable Emergency means a severe financial hardship to the Representative resulting from a sudden and unexpected illness or accident of the Representative or of the spouse or a dependent (as defined in Code Section 152(a)) of the Representative, loss of the Representative s property due to casualty, or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Representative. 2

(b) Limitation on distributions. The amounts distributed with respect to an emergency cannot exceed the amounts reasonably necessary to satisfy such emergency plus amounts necessary to pay taxes reasonably anticipated as a result of the distribution, after taking into account the extent to which such hardship is or may be relieved through reimbursement or compensation by insurance or otherwise, by liquidation of the Representative's assets (to the extent the liquidation of such assets would not itself cause severe financial hardship), or by cessation of deferrals under the Plan. 3.1 Eligibility. ARTICLE 3 ELIGIBILITY AND PARTICIPATION (a) A Registered Representative shall be eligible to participate in the Plan as of the first day of a Plan Year if he or she meets at least one of the requirements contained in Section 3.1(c) below as of the first day of the Plan Year and complies with the requirements of Section 3.2(a). (b) A Registered Representative will be eligible to begin to participate in the Plan during the Plan Year (but after the first day of the Plan Year) after he or she meets at least one of the requirements contained in Section 3.1(c) below and complies with the requirements of Section 3.2(b). (c) The three requirements (at least one of which must be met as a condition of eligibility to participate) are: (1) The Registered Representative has a reasonable expectation that he or she will derive more than 50% of his or her annual income for the coming Plan Year from the Company; (2) The Registered Representative has an individual net worth, or a joint net worth with his or her spouse, of more than $1,000,000; or (3) The Registered Representative has individual income in excess of $200,000 in each of the two most recent years, or a joint income with his or her spouse in excess of $300,000 in each of those years, and has a reasonable expectation of reaching the same income level in the current year. 3.2 Election Procedures. (a) An eligible Registered Representative may become or remain an active Participant for a given Plan Year by submitting an Election Form to the Committee not later than December of the calendar year preceding the calendar year for which the Representative's Election is effective. (b) A Registered Representative who first becomes eligible to enroll in the Plan after the first day of a given Plan Year but before November 1 of that Plan Year may become a Participant by submitting a completed Election Form to the Committee within thirty (30) days after the date on which the individual becomes duly registered with the appropriate regulatory agency and with the Company. (c) A Participant s Election Form for any Plan Year shall be effective only as to amounts which become earned Commissions and advisory fees after December 31 of the year in which (1) the Participant completes and executes an Election Form, and (2) the Election Form is submitted to the Committee; provided however, the Election Form for a Registered Representative who first becomes eligible to participate in the Plan after the first day of the Plan Year shall be effective only as to amounts which become earned Commissions and advisory fees after the date the Participant completes and executes an Election Form and the Election Form is submitted to and processed by the Committee. If the Election Form has not been submitted to and processed by the Committee prior to the relevant effective date, then the Election Form shall be void and ineffective and no amount of the Representative's earned Commissions or advisory fees shall be deferred under the Plan for the calendar year in which the Election Form was to have been effective according to its terms. (d) The Election Form shall also specify the deferral period and form of distribution for all amounts payable under the Plan, including any Company matching contributions declared pursuant to Section 5.1. The Election Form shall be effective only through December 31 of the calendar year following the calendar year in which the Form is signed by the Participant and submitted to and processed by the Committee. If the Election Form has not been submitted to and processed by the Committee prior to the relevant effective date, then the Election Form shall be void and ineffective, and no amount of the Representative's Commissions and advisory fees shall be deferred under the Plan for the calendar year in which the Election Form was to have been effective according to its terms. 3

3.3 Termination of Participation. A Registered Representative s active participation in the Plan will terminate when the Registered Representative is no longer eligible for the Plan; when the Registered Representative is no longer deferring Commissions and advisory fees pursuant to an Election Form; upon the Registered Representative's death; or upon the Registered Representative's Termination, whichever occurs first. ARTICLE 4 - ELECTIVE DEFERRALS 4.1 Election Procedures. A Participant may elect to defer up to 100% of Commissions and advisory fees earned after December 31 of the year in which an Election Form has been processed by the Committee. The Participant s elective deferral amount must be stated as a whole percentage that will be applied to each Commission and advisory fee payment, subject to Section 3.2(c). Elective deferrals will be credited to the Elective Account of a Participant within seven (7) business days after the date the Commission and advisory fee would have been paid to the Participant or as soon as administratively feasible thereafter. Elective deferrals shall not be credited under the Plan after the date of the Participant s Termination. 4.2 Deferral Election Changes. In general, a Participant may not increase or decrease his or her elective deferral percentage during a Plan Year; provided, however, the Participant may elect a delayed distribution date or a different form of distribution so long as: (a) the election change is requested at least twelve (12) months prior to the earliest distribution date under the Plan; (b) the election does not take effect until as least twelve (12) months after the date on which the election change is made; and (c) the payment date is postponed for a period of not less than five (5) years from the date the payment would otherwise have been made. Notwithstanding the foregoing, if a Participant experiences an Unforeseeable Emergency during the Plan Year, the Participant may elect to receive a distribution during the year by completing whatever documentation is required by the Committee. The deferral election of a Participant who receives a distribution on account of an Unforeseeable Emergency shall be revoked immediately following the distribution and the Participant shall not be eligible to defer any additional amount under the Plan during the Plan Year to which the revocation applies. Any such individual may defer additional amounts beginning January 1of any future Plan Year after meeting the requirements of the Plan. 4.3 Special Election Changes for 2008 This Section 4.3 applies to Participant's election changes that are made between July 1, 2008 and December 31, 2008. The 2008 special election allows a Participant to change any or all of the elections that have been made prior to January 1, 2009, to choose a new payment date and/or form of payment. The special election is subject to the rules that appear below in this Section 4.3. (a) The Participant may elect any payment date that begins after December 31, 2008. (b) The election change can accelerate or postpone the payment date that was originally elected. The election can also change the form of payment from a single sum to installments (or vice versa) or the number of installment payments previously elected can be changed. (c) The Participant cannot postpone a payment that is currently scheduled to be paid during 2008 and cannot accelerate into 2008 a payment that is currently scheduled to occur in a year after 2008. (d) A Participant who makes a permitted change during the permitted special 2008 election year can later revise that change, so long as all election changes are completed on or before December 31, 2008. ARTICLE 5- COMPANY MATCHING CONTRIBUTIONS 5.1 Amount of Company Matching Contribution. (a) Company Matching Contribution. On the last day of each Plan Year, the Company shall make a Company matching contribution to the Company Matching Account of each individual who is a Participant and a 4

Registered Representative on the last day of the Plan Year, and to the Company Matching Account of each individual who is not a Participant and a Registered Representative on the last day of the Plan Year because of the individual s death or Disability. This matching contribution shall be based only on Participant elective deferrals from Commissions and advisory fees earned by the Participant in a Plan Year (or if applicable, the portion of the Plan Year) in which the individual is enrolled in the Plan as a Participant. This matching contribution shall be made only with regard to Commissions and advisory fees that meet either of the following requirements: (1) they are (i) earned by the Participant on account of a securities brokerage or investment advisory activity conducted on behalf of the Company or an entity which is related to the Company under any of Internal Revenue Code Sections 414(b), (c) or (m) and (ii) subject to the standard payout structure in effect at the time; or (2) they are (i) earned by the Participant on account of an entity unaffiliated with the Company, and for which the Commissions or advisory fees are processed through the books and records of the Company and (ii) subject to the Company s standard compensation payout schedule in effect at that time, in the same manner as applied to the compensation for such activities conducted on behalf of the Company itself. (b) Amount of Matching Contribution. The Company matching contribution shall be determined in accordance with the following schedule: Commissions Earned in the Year While a Participant Company Matching Contribution on Total Elective Deferrals Less than $150,000 No match $150,000 - $249,999 3% match on amount deferred $250,000 - $499,999 5% match on amount deferred $500,000 + 7% match on amount deferred (Maximum Company matching contribution for any Participant with regard to elective deferrals described in Article 4 that are credited during any Plan Year is $25,000.) ARTICLE 6 - VESTING OF ACCOUNTS 6.1 Elective Accounts. The amount credited to a Participant s Elective Account is always 100% vested. 6.2 Company Matching Contributions Accounts. The Company will separately account for the Company matching contributions credited to each Participant s Company Matching Account for each Plan Year. Each annual Company matching contribution credited to a Participant s Company Matching Account for a Plan Year, adjusted for earnings and losses attributable to such credited amounts, will become 20% vested on the anniversary of the date the Company matching contribution was credited if the Participant has remained a Registered Representative at all times during the consecutive 12-month period ending on the anniversary date. Thereafter, subject to Section 6.3, such amounts will become vested by an additional 20% on each subsequent anniversary of the date the Company matching contributions were originally credited where the Participant has remained a Registered Representative at all times during the consecutive 12- month period ending on each such anniversary date. This vesting schedule shall be applied separately to each new annual Company matching contribution and earnings thereon, that are credited to a Participant s Company Matching Account. A Participant shall be 100% vested in the portion of his or her Company Matching Account, that is subject to this Section 6.2 if his or her relationship with the Company is terminated by reason of his or her death or Disability. Vesting under this Section 6.2 is subject to the forfeiture provision of Section 6.3 below. 6.3 Forfeiture. (a) Forfeiture on Termination. Upon Termination for any reason other than death or Disability, the entire nonvested portion of the Participant s Account shall be forfeited and shall not be reinstated except as provided in Section 6.3(b) below. Upon distribution of all or a portion of a Participant s Account for any other reason, the entire nonvested portion of the Account shall be forfeited and shall not be reinstated for any reason; provided, however, that in the event of a distribution of a Company matching contribution that is attributable to a given Plan Year and that is made on account of an Unforeseeable Emergency, the forfeiture shall apply only to the nonvested portion of the Company matching contribution that is made for that year. 5

(b) Restoration of Forfeiture. This subsection (b) applies in the case of any Participant who meets both of the following requirements: (1) the Participant s Termination occurs at or after his or her attainment of age 60; and (2) the Participant does not become a Registered Representative of any broker-dealer other than the Company during the consecutive 24-month period beginning on the date of the Participant s Termination. If both requirements (1) and (2) are met, then the amount forfeited pursuant to Section 6.3(a) shall be restored and paid to the Participant in accordance with Section 9.6. 6.4 Termination for Cause. Notwithstanding any other provisions of this Plan, if a Participant is Terminated For Cause, the Participant shall forfeit his or her entire Company Matching Account, including all amounts previously vested. ARTICLE 7 - INVESTMENT AND VALUATION OF ACCOUNTS 7.1 Investment Elections. Each Participant s Account shall be allocated in the form of a deemed investment among the available Funds in accordance with investment elections made by the Participant. The investment election shall specify in 5% increments the percentage of the Participant s total Account deemed to be invested in the available Funds. 7.2 Investment Changes. (a) General Rule. A Participant may change his or her deemed election with respect to the investment of future elective deferrals or Company matching contributions by notice to the Committee in such form as the Committee may require, such change to be made as frequently as allowed by the Committee, but at least once during each calendar quarter. The change will be effective as soon as administratively feasible following the date the Committee receives appropriate notice of the change. (b) Transfers. A Participant may make deemed transfers of amounts credited to his or her Account from any Fund or Funds to any of the other Funds available under the Plan by notice to the Committee in such form as the Committee may require, such transfer to be made as frequently as allowed by the Committee but at least once each calendar quarter. Each such deemed transfer will be effective as soon as administratively feasible following the date the Committee receives appropriate notice of the deemed transfer. 7.3 Participant Investment Responsibility. Each Participant is solely responsible for the deemed investment of the amounts allocated to his or her Account. Neither the Company, the Committee, nor any officer or employee of the Company is empowered to advise a Participant as to the manner in which the deemed investment of his or her Account shall occur. The fact that a particular Fund is available to Participants for deemed investment under the Plan shall not be construed as a recommendation for a deemed investment in such Fund. 7.4 Availability of Funds. The Company shall determine the Funds available for deemed investment under the Plan. The Company retains the right to suspend the use of any Fund at any time for any reason. In the event of such suspension, all deemed investment decisions relating to that Fund shall be changed to other Funds in accordance with the directions of affected Participants or in such other manner as the Company shall determine. 7.5 Special Investment Rule. Notwithstanding the foregoing provisions of Article 7, this Section 7.5 applies to any Participant who does not meet the requirements described in any of Plan Sections 3.1(c)(1), (2) or (3) at the beginning of a given Plan Year. In that case, the Participant's Account shall be allocated in the form of a deemed investment in the JNL Fixed Rate Option until the first day of the following Plan Year in which both of the following requirements are met: and (a) the Participant meets the requirements described in at least one of Plan Sections 3.1(c)(1), (2) or (3); (b) the Participant has filed a timely and properly completed Election Form with the Committee and the Committee has processed said Form. 6

ARTICLE 8 - HARDSHIP WITHDRAWALS 8.1 Hardship Withdrawals. A Representative who experiences an Unforeseeable Emergency may apply to the Committee in such form as the Committee may require for a hardship withdrawal. If the Committee approves the application, the Plan will distribute to the Representative only so much of the Representative s vested account as is reasonably necessary to alleviate the Unforeseeable Emergency. The Committee shall have the full and exclusive authority to determine whether an Unforeseeable Emergency exists and the amount necessary to alleviate the Unforeseeable Emergency. The decision of the Committee in this regard shall be final. ARTICLE 9- DISTRIBUTIONS 9.1 Distribution. Except as provided in Section 9.2(b), the vested portion of a Participant s Account shall be paid in a single lump sum and/or in up to 10 annual installments commencing as soon as practicable after the Benefit Commencement Date immediately following the earliest of the Participant s Disability, Termination or completion of a stated deferral period, in accordance with the elections made by the Participant in his or her Election Form as described in Plan Sections 3.2(d), 4.2 and 4.3. However, if the Participant does not effectively elect a form of distribution, then the Participant's entire benefit payable under the Plan shall be distributed in the form of three (3) consecutive substantially equal installments. 9.2 Lump-Sum Payments. (a) A lump-sum payment elected by the Participant or payable to the Participant's beneficiary shall be made as soon as practicable after the Benefit Commencement Date coincident with or next following the earlier of the Participant s Termination for any reason or completion of a stated deferral period. (b) The amount of the lump sum payment shall be based on the value of the individual's vested Account as of the date that is as close as administratively possible to the payment date. (c) Notwithstanding a Participant s election on his or her Election Form, the Participant shall receive a distribution of his or her entire vested interest in this Plan in a lump sum as soon as practicable after the Accounting Date coinciding with or next following the distribution event if: (1) The total value of Participant's aggregate vested interest in this Plan and all Similar Arrangements on the applicable Benefit Commencement Date is not greater than the applicable dollar amount in Code Section 402(g)(1)(B); and (2) The Participant is paid all vested amounts that are credited to his or her Account under this Plan and all Similar Arrangements at the same time and in the same form as described in this Section 9.2(b). 9.3 Installment Payments. (a) Annual installment payments elected by the Participant shall commence as soon as administratively practicable after the Benefit Commencement Date immediately following the earlier of the Participant s Termination for any reason other than death or Disability or completion of a stated deferral period. (b) The amount of each annual installment shall be based on the value of the Participant s vested Account as of the date that is as close as administratively possible preceding the payment date for such installment. This amount shall be determined by multiplying said beginning value by a fraction, the numerator of which shall be one and the denominator of which shall be the number of unpaid annual installments remaining. (c) A Participant, or former Participant, shall continue to make deemed investment decisions regarding his or her Account as described in Article 7 until the total value of the Account has been distributed. 9.4 Reduction of Distributions. Notwithstanding any other provision of this Plan, the Company reserves the right to withhold from the amount owed to a Participant under any distribution section of this Plan any amount owed to the Company by the Participant. Amounts owed to the Company shall be paid in full before any amounts are paid to the Participant under this Plan. For purposes of administering this Section 9.4, the following rules shall be applied. 7

(a) Within ten business days after the end of each calendar quarter, the Company will prepare a list that includes the name of each Plan Participant whose Registered Representative relationship with the Company was terminated during said calendar quarter. (b) As to each individual identified in Section 9.4(a) above, the Company shall confirm whether the Company (1) is owed any amount from the individual pursuant to a negative production account balance or promissory note, or (2) has formally asserted a money claim against the individual in civil litigation or arbitration proceedings. (c) As to any individual identified in Section 9.4(b)(1) above, at the time payment would otherwise be made to the individual, the amount credited to the individual s Plan account shall be reduced by the lesser of the total amount of the individual's scheduled payment or the total amount owed. If the total amount owed exceeds the amount of the scheduled payment, the remainder of the amount owed shall offset the next scheduled payment (if any) and each succeeding scheduled payment (if any) until the entire amount owed is paid in full. The remaining balance credited shall be paid to the individual as set forth in the individual's election made under the Plan. (d) As to any individual identified in Section 9.4(b)(2) above, the amount credited shall be held in the Plan until completion of the litigation or arbitration. Within 60 days after said completion, or, at the time payment would otherwise be made to the individual, whichever is later, the amount credited to the individual's Plan Account shall be reduced by any amount that the individual owes to the Company pursuant to the completed litigation or arbitration proceeding, and the remaining balance will be paid to the individual, said reduction and payment to be made as set forth in Section 9.4(c) above. (e) Notwithstanding any provision of this Section 9.4, the offset described in Section 9.4 shall be administered in a manner that complies with prohibition on accelerating distributions as set forth in IRS Reg. 1.409A- 3(j). 9.5 Death or Disability. In the event of a Representative s death before he or she has commenced receiving payments from the Plan, the unpaid vested Account determined as of the Accounting Date next following the date of death shall be paid in a lump sum to the deceased Representative s beneficiary. If the Representative dies after installment payments have commenced, but before the Representative has received all of his or her payments from the Plan, all unpaid amounts shall be aggregated and paid to the deceased Representative's beneficiary in a lump sum. A Representative may, by notice to the Company, designate a beneficiary to receive any payments made after his or her death. The Representative may select as his or her beneficiary any person or entity, including a trust. The Representative may designate multiple, successive or contingent beneficiaries and may by notice to the Company change his or her designation at any time without any beneficiary s consent. If a Representative dies without having any valid beneficiary designation in effect, his or her estate will be the designated beneficiary. In the event of a Representative's Disability, the entire unpaid vested Account Balance determined as of the Benefit Commencement Date next following the Disability will be paid as a lump sum to the Representative. 9.6 Special Lump Sum Payment. Any forfeiture which is restored to a Participant s Account pursuant to Section 6.3(b) shall be paid in a lump sum as soon as practicable after the Accounting Date coincident with or next following the expiration of the 24-month period described in Section 6.3(b)(2), provided no services have been performed for the Company by the Participant during the Participant's Separation Period. If the Participant becomes a Registered Representative of the Company during the Separation Period, benefits will be paid to or on behalf of the Participant on the date of the Participant's subsequent Termination as set forth in the Plan. 9.7 Claims Procedure. Benefits under the Plan shall be paid only if the Company decides in its sole discretion that the applicant is entitled to them. Any individual whose name appears on the list described in Section 9.4(a) but who is not described in either Section 9.4(b) or 9.4(c) may submit a claim for any benefit that he or she believes is due by complying with this Section 9.7. The Company has sole and exclusive discretionary authority to construe and interpret the terms of the Plan, to make all factual determinations, and decide all questions of eligibility and the amount, manner and time of any benefit payment under the Plan. The Company shall make each claim determination in a uniform and nondiscriminatory manner, provided that such determination shall be made within 90 days after the Company has received the claim for benefits from the individual. The Company shall either grant the claim, deny the claim, or notify the individual that special circumstances have required the extension of time for the processing of the claim, such extension not to exceed 180 days from the original notice. Within 30 days after the denial of any benefit under the 8

Plan, the Company shall give to the claimant (the Claimant ) notice of the denial of claim for benefits. The notice shall set forth the specific reasons for the denial, shall describe any additional material or information necessary for the Claimant to perfect his or her claim and why such material or information is necessary, and shall advise the Claimant that he or she may submit an appeal of the determination with the Company within 180 days after receipt of such notice. In connection with the appeal, the individual or his or her duly authorized representative may review pertinent documents and submit issues and comments in such form as the Committee may require. Failure of the individual to file an appeal with the Company within the allowable 180 day period will constitute an irrevocable consent by the individual to the Company s decision to postpone the benefit payment, and the Company s notice shall so state. Within 60 days after receipt of the request for review and receipt of all documents needed for the review, the Company shall notify the individual either as to the decision on the appeal or that special circumstances require an extension of time for processing, such extension not to exceed 120 days from the date the appeal was submitted. The appeal shall be reviewed by an individual who is neither the party who made the initial decision to delay payment in the manner described above nor a subordinate of that party. The review will not afford deference to the initial denial of benefits and shall take into account all comments, documents, records and other information submitted by the individual, without regard to whether such information was previously submitted or relied upon in the initial determination. ARTICLE 10 - OWNERSHIP OF ACCOUNTS 10.1 Bookkeeping Accounts Only. Each Participant s Account shall be a provisional bookkeeping account only. The Company shall retain title to and ownership of all amounts credited to each Account and all underlying Funds. The Company may also transfer title to and ownership of all amounts credited to each Account and all underlying Funds to Jackson National Life Insurance Company (JNL) for the purpose of facilitating administration of the Plan. In the event that a general creditor of INVEST asserts a claim against INVEST, all amounts so transferred to JNL will be subject to said claim. Neither a Participant nor his or her beneficiary shall have any property interest in any specific asset of the Company. Nothing contained in the Plan, and no action taken pursuant to the provisions of this Plan, shall create or be construed to create a trust of any kind or a fiduciary relationship between the Company or Committee and a Participant, his or her beneficiary or any other person. Any amounts which may be invested by the Company under the provisions of this Plan shall continue for all purposes to be part of the general assets of the Company, and no person other than the Company shall by virtue of the provisions of this Plan have any interest in such amounts (subject to the Company s conditional transfer of assets and liabilities to JNL). To the extent any person acquires a right to receive payments from the Company under this Plan, such right shall be no greater than the right of any unsecured general creditor of the Company. ARTICLE 11 - GENERAL PROVISIONS 11.1 Administration. This Plan shall be administered by the Committee. The Committee shall have the full power, discretion and authority to interpret the Plan, maintain Plan records, determine Participant rights and benefits, construe ambiguities and correct omissions. The Committee may, from time to time, establish rules for the administration of the Plan that are not inconsistent with the provisions of the Plan or the governing rules and regulations of the Internal Revenue Code. Any interpretation or determination by the Committee as to any disputed questions arising under the Plan, or questions of construction and interpretation, shall be binding and conclusive on all parties. The Committee may employ or consult with advisors, accountants, legal counsel (who may also be legal counsel to the Company), recordkeepers, third-party administrators, and others as it deems necessary to assist it in the performance of its duties under the Plan. The Committee and/or INVEST may assess Participant Accounts for Plan expenses and fees associated with such services. 11.2 Amendment and Termination. INVEST may, by action of its authorized officers, amend this Plan in any respect at any time and for any reason, or may terminate the Plan, in whole or in part, at any time, and neither notice of the amendment or of termination is necessary for the amendment or termination to be effective. The amendment or termination of the Plan shall not adversely affect a Participant s right to the portion of his or her Account that becomes vested prior to such amendment or termination. In the event of Plan termination, all amounts credited to Plan Accounts shall be retained by the Company and paid pursuant to Participant elections that have been made in accordance with the Plan. Notwithstanding the foregoing, Plan Accounts shall be paid to Representatives and beneficiaries on Plan termination if (and only if) one or more of the three circumstances described in (a), (b) and (c) below is true as to the Plan. 9

(a) General Rule. Payment of all benefits shall occur on Plan termination if the Company meets all of the requirements listed in (1), (2), (3) and (4) below. (1) The Company also terminates and liquidates all Similar Arrangements with regard to which the Participant deferred Commissions if said Arrangements would be combined with the Plan under the plan aggregation rules of IRS Reg. 1.409A-1(c)(2). All such terminations shall be effective as of the effective date of the termination of this Plan. (2) No payments in liquidation of the Plan (other than those amounts otherwise payable under the terms of the Plan and all Similar Arrangements maintained by the Company absent termination of the Plan and the Similar Arrangements) are made within 12 months following the termination of the Plan and the Similar Arrangements, and all payments on liquidation of the Plan are completed within 24 months after the termination of the Plan and those Similar Arrangements. (3) The Company does not adopt a new plan or arrangement that would be combined with this terminated and liquidated Plan under the plan aggregation rules of IRS Reg.1.409A-1(c)(2) for a period of three years following the date of Plan termination, if the same individual participated in both the Plan and the new arrangement at any time during said three year period. financial health. (4) The termination and liquidation does not occur proximate to a downturn in the Company's (b) Change In Control Rule. If the Plan is terminated during the 30-day period preceding or the 12-month period following a Change In Control event, then (1) all amounts credited to Plan Accounts shall be paid to Participants during said period, and (2) the Company shall, within said period, also terminate all Similar Arrangements and pay all amounts credited to all accounts under all such Arrangements within said period. A Change In Control event will have occurred for purposes of this Section 11.2(b), if it has occurred as defined in Code Section 409A(a)(2)(v) and the related regulations. (c) Dissolution or Bankruptcy. The Plan may be terminated upon a dissolution of the Company that is taxed under Internal Revenue Code Section 331, or with the approval of a bankruptcy court pursuant to 11 USC Section 503(b)(1)(A), provided that in either case the amounts deferred under the Plan are included in each of the respective Participant's gross income by the latest of (1) the calendar year in which the Plan termination occurs, (2) the calendar year in which the amount is no longer subject to a substantial risk of forfeiture, or (3) the first calendar year in which the payment is administratively practicable. 11.3 Accounting Procedures. (a) Determining Values. For the purposes of the Plan, Commissions, valuations, and calculations that may affect deferral amounts, Account values or distributions will be determined according to the Company s normal business records and accounting procedures. (b) Periodic Statements. Participants shall receive periodic statements of their respective Accounts. Each Participant is responsible for checking the accuracy of his or her statement. If incorrect information appears on the statement, the Participant must notify the Committee within 30 days after the statement date that the statement is incorrect. Incorrect information will not be adjusted if the notice is not received by the Committee within 30 days after the date of the statement. 11.4 Withholding of Taxes. The Company shall withhold from any elective deferral contribution to the Plan and any distribution from the Plan, any federal, state, or local taxes required to be withheld and paid by the Company. 11.5 No Warranties. The Company makes no representations or warranties regarding the inclusion in or exclusion from federal, state or local taxes of any amounts deferred under the Plan or of earnings or losses attributable to those amounts. The Company does not warrant the tax-deferred nature of the Plan. While the Company believes that the Plan will have the intended tax deferral benefits, the Company has not obtained an advance ruling from any tax authority confirming such belief. There is some risk that a tax authority could determine that amounts deferred under the Plan are currently taxable to a Participant for income tax purposes, potentially resulting in adverse tax consequences. 10

11.6 Non-Alienability. A Participant s or beneficiary s rights under this Plan may not be voluntarily or involuntarily anticipated, assigned, pledged, encumbered, attached, garnished or alienated. Any attempt to do so will be void and disregarded by the Company, except as required by law. 11.7 Remedies and Standard of Care. To the extent permitted by law, each Participant, and any person claiming rights through the Participant, specifically agrees not to seek recovery against the Company, the Committee or any other person for any loss sustained by the Participant or other person as a result of negligence or any other misconduct other than fraud or intentional misconduct. 11.8 Indemnification. The Company, the Committee and their respective agents shall be indemnified and held harmless from and against all court costs, attorneys fees, and other expenses arising from any action brought by any person under this Plan or to enforce rights under this Plan. Any amounts so applied shall be treated as a general and administrative expense of the Company or its agents. 11.9 Severability. If any provision of this Plan is determined to be invalid or illegal, the remaining provisions shall be effective and shall be interpreted as if the invalid or illegal provision did not exist, unless the continuance of the Plan in such circumstances would defeat its purposes. 11.10 Relationship. Nothing contained herein is intended to, or shall be permitted to, create a relationship of employer and employee between the Company and any Participant. All Plan Participants must be and remain Registered Representatives to the Company. Nothing contained herein shall restrict the Company s right to terminate the Participant s registration with the Company as provided in the Independent Contractor Agreement. 11.11 Headings. All headings in this Plan are for reference only and are not to be used to construe its terms. 11.12 Governing Law. This Plan is governed in all respects by the laws of the state of Michigan, except to the extent preempted by federal law. 11.13 Brooke Holdings LLC Guaranty. Brooke Holdings LLC ("Brooke") has joined in this Plan solely as guarantor on the terms set forth in this Section 11.13. (a) During any period that any amount remains credited to a Participant's Account, Brooke shall guarantee the payment of amounts owing under the Plan to any affected Participant in accordance with this Section 11.13. (b) Subject to Section 11.13(f), Brooke shall guarantee that the Participant (or his/her beneficiary) will receive all amounts credited under this Plan to the Account of the Participant or beneficiary (as the case may be), net of any applicable reductions, including but not limited to those reductions set forth in Plan Section 9.4, if any of said amounts are not paid to the Participant or beneficiary (as the case may be) when due in accordance with the terms of the Plan for any reason. Said failure to pay is described herein as the Triggering Event. (c) On or after the occurrence of a Triggering Event, Brooke shall make all payments to the Participant or his/her beneficiary (as the case may be) that are required by the terms of the Plan and the Election Form that was in force at the time of the Triggering Event. If said Election Form specified a lump sum payment, then Brooke shall make one lump sum payment in accordance with the terms of the Plan. If said Election Form specified installment payments, then Brooke shall make each installment payment when it is due in accordance with the terms of the Plan. Brooke's obligation to make all such installment payments hereunder arises on the occurrence of the initial Triggering Event and is not dependent on the occurrence of any Triggering Event after the occurrence of the initial Triggering Event. (d) Payment hereunder by Brooke shall be made at the time and in the manner set forth in the Plan and the Participant's most recent Election Form that was in force at the time of the Triggering Event; provided, however, in no event shall the scheduled payment date be postponed beyond the later of: (1) December 31st of the calendar year in which the payment was scheduled to be made, or (2) the 15th day of the third calendar month following the date payment was scheduled to be made. 11

(e) Brooke's guaranty obligation under this Section 11.13 shall represent an unfunded, unsecured and contingent obligation of Brooke. (f) Any payment by Brooke shall be conditional on Brooke receiving: (1) such information and confirmations from the Participant and/or the Company as it reasonably believes necessary to substantiate a claim under this guarantee; and (2) an executed acknowledgment from the Participant or his/her beneficiary (as the case may be) indicating that he/she shall not pursue the payment from the Company of the amount credited to his/her Account under the Plan after he/she receives full payment under this Section 11.13. (g) If Brooke makes any payment to a Participant under its guaranty pursuant to Section 11.13(c), the Company shall, to the extent that it is able to make such payment, promptly reimburse Brooke for the amount paid by Brooke hereunder. Notwithstanding any provision of this Section 11.13, the Company shall have no claim or right to any payment made by Brooke to a Participant pursuant to this Section 11.13. (h) Brooke's guaranty pursuant to this Section 11.13 shall be binding upon, inure to the benefit of, and be enforceable by and against Brooke and its successors in interest and permitted assigns. Brooke's guaranty and the rights and obligations of Brooke hereunder may not be assigned by Brooke without the prior written consent of the Company, except that the restriction on assignment shall not be deemed to be applicable to successors in interest of Brooke (whether direct or indirect, by purchase, merger, consolidation or otherwise). SOLELY WITH RESPECT TO ITS GUARANTY SET FORTH IN SECTION 11.13 ABOVE OF THIS PLAN: BROOKE HOLDINGS LLC By: Its: IN WITNESS WHEREOF, the Company has adopted the Plan effective as indicated herein. INVEST FINANCIAL CORPORATION Date, 2008 S:\261\SDOCS\JNL\InvestDefCommPlanJune2008.doc By Lynn Niedermeier, President 8745 Henderson Road, Suite 300 Tampa, FL 33634 Tel: (813) 289-0722 Fax: (813) 289-6032 Toll-Free: (800) 242-4732 Member NASD, SIPC M3322 12