PARTICIPATION AGREEMENT
as of February 4, 2008
Franklin Xxxxxxxxx Variable Insurance Products Trust,
Franklin/Xxxxxxxxx Distributors, Inc. and
AIG SunAmerica Life Assurance Company
CONTENTS
Section Subject Matter
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1. Parties and Purpose
2. Representations and Warranties
3. Purchase and Redemption of Trust Portfolio Shares
4. Fees, Expenses, Prospectuses, Proxy Materials and Reports
5. Voting
6. Sales Material, Information and Trademarks
7. Indemnification
8. Notices
9. Termination
10. Miscellaneous
SCHEDULES TO THIS AGREEMENT
A. The Company and its Distributor
B. Accounts of the Company
C. Available Portfolios and Classes of Shares of the Trust
D. Contracts of the Company
E. [this schedule is not used]
F. Rule 12b-1 Plans of the Trust
G. Addresses for Notices
H. Shared Funding Order
1. PARTIES AND PURPOSE
This agreement (the "Agreement") is entered by and 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 statutory trust under Delaware law (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
("Company" or "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").
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