Common use of Shared Funding Order Clause in Contracts

Shared Funding Order. PARTIES AND PURPOSE This agreement (the "Agreement") is between Franklin Xxxxxxxxx Variable Insurance Products Trust, an open-end management investment company organized as a business trust under Massachusetts law ("FTVIP"), Templeton Variable Products Series Fund, an open-end management investment company organized as a business trust under Massachusetts law ("TVP," referred to in this Agreement together with FTVIP as the "Trust"), Franklin Xxxxxxxxx Distributors, Inc., a California corporation which is the principal underwriter for the Trust (the "Underwriter," and together with the Trust, "we" or "us") and the insurance company identified on Schedule A ("you"), on your own behalf and on behalf of each segregated asset account maintained by you that is listed on Schedule B, as that schedule may be amended from time to time ("Account" or "Accounts"). On October 21 and 22, 1999, the FTVIP and TVP Boards of Trustees approved a proposal to merge the funds of TVP into the corresponding funds of FTVIP (the "Reorganization"). If approved by TVP shareholders, the Reorganization is expected to be completed around May 1, 2000, after which it is anticipated that TVP will deregister as an investment company and dissolve as a business trust. You and we agree that, after the completion of the Reorganization, TVP will no longer be a party to this Agreement and the representations and warranties of the Trust provided in this Agreement will no longer be made by TVP and will be made solely by FTVIP. The purpose of this Agreement is to entitle you, on behalf of the Accounts, to purchase the shares, and classes of shares, of portfolios of the Trust ("Portfolios") that are identified on Schedule C, solely for the purpose of funding benefits of your variable life insurance policies or variable annuity contracts ("Contracts") that are identified on Schedule D. This Agreement does not authorize any other purchases or redemptions of shares of the Trust.

Shared Funding Order. PARTIES AND PURPOSE This agreement ------------------- THIS AMENDED AND RESTATED PARTICIPATION AGREEMENT (the "Agreement") supersedes and replaces the Participation Agreement, dated as of May 1, 2000, together with all subsequent amendments ("Prior Agreement"), by and between certain portfolios and classes of Franklin Xxxxxxxxx Variable Insurance Products Trust specified in Schedule C of the Prior Agreement, Franklin/Xxxxxxxxx Distributors, Inc. and the insurance companies identified in Schedule A of the Prior Agreement on their own behalf and behalf of each segregated asset account listed in Schedule B of the Prior Agreement. This Agreement is between certain portfolios and classes thereof, specified below and in Schedule C, of Franklin Xxxxxxxxx Variable Insurance Products Trust, an open-end management investment company organized as a business trust under Massachusetts law ("FTVIP"), Templeton Variable Products Series Fund, an open-end management investment company organized as a business trust under Massachusetts law ("TVP," referred to in this Agreement together with FTVIP as the "Trust"), Franklin Franklin/Xxxxxxxxx Distributors, Inc., a California corporation which is the principal underwriter for the Trust (the "Underwriter," and together with the Trust, "we" or "us") and the insurance company companies identified on Schedule A ("you")) and your distributor, on your own behalf and on behalf of each segregated asset account maintained by you that is listed on Schedule B, as that schedule may be amended from time to time ("Account" or "Accounts"). On October 21 and 22, 1999, the FTVIP and TVP Boards of Trustees approved a proposal to merge the funds of TVP into the corresponding funds of FTVIP (the "Reorganization"). If approved by TVP shareholders, the Reorganization is expected to be completed around May 1, 2000, after which it is anticipated that TVP will deregister as an investment company and dissolve as a business trust. You and we agree that, after the completion of the Reorganization, TVP will no longer be a party to this Agreement and the representations and warranties of the Trust provided in this Agreement will no longer be made by TVP and will be made solely by FTVIP. The purpose of this Agreement is to entitle you, on behalf of the Accounts, to purchase the shares, and classes of shares, of portfolios of the Trust ("Portfolios") that are identified on Schedule C, C solely for the purpose of funding benefits of your variable life insurance policies or variable annuity contracts ("Contracts") that are identified on Schedule D. This Agreement does not authorize any other purchases or redemptions of shares of the Trust.