THE TREASURER OF THE STATE OF FLORIDA, DEPARTMENT OF INSURANCE

IN CONSIDERING MR. WESTMORELAND'S APPLICATION WITH THE DEPARTMENT OF INSURANCE FOR LICENSURE AS A NONRESIDENT LIFE VARIABLE ANNUITY AND HEALTH INSURANCE AGENT, THE DEPARTMENT OF INSURANCE OBTAINED INFORMATION REGARDING MR. WESTMORELAND'S CENSURE AND SUSPENSION BY THE NYSE.

Stipulation and Consent

CONSENT ORDER INCORPORATED BY REFERENCES SETTLEMENT STIPULATION FOR CONSENT ORDER. DEPARTMENT OF INSURANCE AUTHOIRIZED MR. WESTMORELAND'S LICENSURS SUBJECT TO A TWELVE MONTH PROBATIONARY PERIOD.

PLEASE REFER TO THE SUMMARY PREVIOUSLY PROVIDED ON THE DISCLOSURE REPORTING PAGE DATED MAY 2, 1997.

NYSE DIVISION OF ENFORCEMENT

** JANUARY 29, 1997 ** STIPULATION OF FACTS AND CONSENT TO PENALTY FILED BY NYSE DIVISION OF ENFORCEMENT AND PENDING. CONSENTED TO FINDINGS: WITHOUT ADMITTING OR DENYING GUILT, WESTMORELAND CONSENTS TO: a. FINDINGS BY THE HEARING PANEL THAT HE: i) ENGAGED IN CONDUCT INCONSISTENT WITH JUST AND EQUITABLE PRINCIPLES OF TRADE BY PURCHASING ANNUITIES FOR CUSTOMERS OF ANOTHER REGISTERED REPRESENTATIVE OF HIS MEMBER ORGANIZATION EMPLOYER, WHICH OTHER REGISTERED REPRESENTATIVE WAS NOT LICENSED TO SELL ANNUITIES, IMPROPERLY PAYING COMMISSIONS, OR A PORTION OF COMMISSIONS, FOR THE TRANSACTIONS TO THE OTHER REGISTERED REPRESENTATIVE, AND CAUSING THE BOOKS AND RECORDS OF HIS MEMBER ORGANIZATION EMPLOYER TO FAIL TO ACCURATELY REFLECT THAT SUCH COMMISSIONS, OR A PORTION OF SUCH COMMISSIONS, HAD BEEN PAID TO THE OTHER REGISTERED REPRESENTATIVE; AND ii) CAUSED A VIOLATION OF REGULATIONS 240.17a-3 AND 240.17a-4 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND EXCHANGE RULE 440 BY CAUSING INACCURATE ENTRIES TO BE MADE ON THE BOOKS AND RECORDS OF HIS MEMBER ORGANIZATION EMPLOYER. b) THE IMPOSITION BY THE EXCHANGE OF THE PENALTY OF A CENSURE AND A SUSPENSION FOR FOUR WEEKS FROM MEMBERSHIP, ALLIED MEMBERSHIP, APPROVED PERSON STATUS, AND FROM EMPLOYMENT OR ASSOCIATION IN ANY CAPACITY WITH ANY MEMBER OR MEMBER ORGANIZATION.

Stipulation and Consent

Censure

Suspension

**4/9/97** DECISION 97-40 ISSUED BY NYSE HEARING -2EL. PURCHASED ANNUITIES FOR CUSTOMERS OF ANOTHER REGISTERED REPRESENTATIVE, PAID COMMISSIONS TO THE OTHER REGISTERED REPRESENTATIVE, AND CAUSED THE BOOKS AND RECORDS OF HIS EMPLOYER TO REFLECT INACCURACIES; AND CAUSED VIOLATION OF SEC REGULATIONS 240.17a-3 and 240.17-4 AND EXCHANGE RULE 440 BY CAUSING INACCURATE ENTRIES TO BE MADE ON THE BOOKS AND RECORDS OF HIS EMPLOYER -- CONSENT TO CENSURE AND FOUR WEEK SUSPENSION.

EARLY IN MY CAREER, AT THE REQUEST OF MY SUPERVISOR/MENTOR, I SIGNED AS AGENT ON ANNUITY APPLICATIONS THAT HE HAD RECOMMENDED TO HIS CLIENTS; MY SUPERVISOR/MENTOR AT SHEARON LEHMAN BROTHERS HAD NOT COMPLETED THE INSURANCE LICENSING PROCESS. HE WAS, HOWEVER, KNOWLEDGEABLE ABOUT THE ANNUITY INVESTMENTS HE RECOMMENDED AND I BELIEVED HE SERVED THE BEST INTERSTS OF HIS CLIENTS. BY SIGNING AS THE LICENSED AGENT, THE ANNUITY COMMISSIONS WERE CREDITED TO ME BY SLB. I PAID TAX ON THE INCOME I RECEIVED AND THEN PAID THE REMAINDER TO MY MENTOR. THE ANNUITIES WERE ISSUED BY REPUTABLE COMPANIES AND TO THE BEST OF MY KNOWLEDGE HAVE BEEN PROFITABLE INVESTMENTS FOR HIS CLIENTS. ALTHOUGH THESE TRANSACTIONS WERE DONE WITH THE BEST OF INTENTIONS ON MY PART. I NOW UNDERSTAND THAT I SHOULD NOT HAVE PAID THOSE COMMISSIONS TO AN UNLICENSED AGENT. I REGRET THIS OCCURRENCE AND WILL MAKE SURE THAT IT DOES NOT HAPPEN AGAIN.