PENN MUTUAL VARIABLE ANNUITY ACCOUNT III
N-4/A, EX-99.3(A)(2), 2000-09-28
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                                   Schedule I
                                       To
               Sales Support Agreement Effective November 1, 2000


Individual Annuity Contracts:
-----------------------------

Diversifier II Individual Variable and Fixed Annuity Contracts - Flexible
Purchase Payments. Policy forms DI-283-F, DI-883-F, DI-1182-V, DI-783-V, DV-790
and DV-790-F and variations thereof as required under state insurance laws.


Penn Mutual Optimizer Group Variable and Fixed Annuity Contract - Flexible
Purchase Payments. Policy form EB1555 and variations thereof as required under
state insurance laws.


Tradewind Individual Deferred Annuity Contract-Single Purchase Payment. Policy
SPDA-96 and variations thereof as required under state insurance laws.


Pennant Select Individual Variable and Fixed Annuity Contract - Flexible
Purchase Payments. Policy form VAA-98 and variations thereof as required under
state insurance laws.


Commander Individual Variable and Fixed Annuity Contract - Flexible Purchase
Payments. Policy form VAB-98 and variations thereof as required under state
insurance laws.


Olympia XT Individual Variable and Fixed Annuity Contract - Flexible Purchase
Payments. Policy form BVA-00 and variations thereof as required under state
insurance laws.


Compensation:
-------------


With respect to Individual Annuity Contracts sold by designated Penn Mutual
agents/registered representative contracted through a Penn Mutual Career Agency
office (CAS), Penn Mutual shall compensate HTK as follows:

1.   0.24% of Diversifier II purchase payments made in the first contract year.
     0.12% of Diversifier II purchase payments made in the second and subsequent
     contract years.
     Amounts transferred from a Fixed Annuity Contract to an Variable Contract
     or vice versa are not purchase payments under the contract to which the
     amounts are transferred.

2.   0.24% of Penn Mutual Optimizer purchase payments made in the first contract
     year.
     0.12% of Penn Mutual Optimizer purchase payments made in the second and
     subsequent contract years.

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3.   0.07% of Tradewind purchase payments.

4.   0.24% of Pennant Select purchase payments.

5.   0.10% of Commander purchase payments

6.   0.24% of Olympia XT  purchase payments.


With respect to Individual Annuity Contracts sold by designated Penn Mutual
agents/registered representative contracted through a Penn Mutual Regional
office (IFN) or the DiCerbo Agency, PCP (DiCerbo), Penn Mutual shall compensate
HTK as follows:

1.   0.20% of Diversifier II purchase payments made in the first contract year.
     0.10% of Diversifier II purchase payments made in the second and subsequent
     contract years.
     Amounts transferred from a Fixed Annuity Contract to an Variable Contract
     or vice versa are not purchase payments under the contract to which the
     amounts are transferred.

2.   0.20% of Penn Mutual Optimizer purchase payments made in the first contract
     year.
     0.10% of Penn Mutual Optimizer purchase payments made in the second and
     subsequent contract years.

3.   0.20% of Pennant Select purchase payments.

4.   0.075% of Commander purchase payments

5.   0.20% of Olympia XT  purchase payments.




                                     Agreed


Attest                               The Penn Mutual Life Insurance Company





___________________________          By: _______________________________


                                           Richard F. Plush
                                           Vice President Products & Programs

Date: _______________





Attest                               Hornor, Townsend and Kent, Inc.





___________________________          By: _______________________________


                                           Ronald C. Zimmerman
                                           President and Chief Executive Officer


Date: _______________



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