Amendment to Participation Agreement
Franklin Xxxxxxxxx Variable Insurance Products Trust
Franklin/Xxxxxxxxx Distributors, Inc.
Symetra Life Insurance Company
Symetra Securities, Inc.
Franklin Xxxxxxxxx Variable Insurance Products Trust (the "Trust"),
Franklin/Xxxxxxxxx Distributors, Inc. (the "Underwriter," and together
with the Trust, "we" or "us"), Symetra Life Insurance Company (the
"Company" or "you"), and Symetra Securities, Inc., your distributor,
on your behalf and on behalf of certain Accounts, have previously entered
into a Participation Agreement dated May 1, 2000, as amended (the
"Agreement"). The pal-ties now desire to amend the Agreement by this
amendment (the "Amendment").
Except as modified hereby, all other terms and conditions of the
Agreement shall remain in full force and effect. Unless otherwise
indicated, the terms defined in the Agreement shall have the same meaning
in this Amendment.
AMENDMENT
For good and valuable consideration, the receipt of which is hereby
acknowledged, the parties agree to amend the Agreement as follows:
1 Section 1 and Section 2.2.1 are hereby each amended to reflect
that Franklin Xxxxxxxxx Variable Insurance Products Trust (the "Trust")
is organized as a statutory trust under the laws of the State of Delaware,
effective as of May 1, 2007.
2 Section 3.1.3 is amended and restated in its entirety as
follows:
"3.1.3 We agree that shares of the Trust will be sold only to: (i) life
insurance companies which have entered into fund participation agreements
with the Trust ("Participating Insurance Companies") and their separate
accounts or to qualified pension and retirement plans in accordance with
the terms of the Shared Funding Order; and (ii) investment companies in
the form of funds of funds. No shares of any Portfolio will be sold to
the general public."
3. Section 5.2 is amended and restated in its entirety as follows:
"5.2 If and to the extent required by law, you shall: (i) solicit voting
instructions from Contract owners; (ii) vote the Trust shares in
accordance with the instructions received from Contract owners; and (iii)
vote Trust shares owned by subaccounts for which no instructions have been
received from Contract owners in the same proportion as Trust shares of
such Portfolio for which instructions have been received from Contract
owners;so long as and to the extent that the SEC continues to interpret
the 1940 Act to require pass-through voting privileges for variable
contract owners. You reserve the right to vote Trust shares held in any
Account in your own right, to the extent permitted by law."
4. All other terms and provisions of the Agreement not amended
herein shall remain in full force and effect.
IN WITNESS WHEREOF, each of the parties has caused its duly authorized
officers to execute this Amendment effective as of June 5, 2007.
The Trust: FRANKLIN XXXXXXXXX VARIABLE
INSURANCE PRODUCTS TRUST
Only on behalf of each Portfolio
listed on Schedule C of the By:
Agreement Name: Xxxxx X. Xxxxxxxx
Title: Vice President
The Underwriter: FRANKLIN/XXXXXXXXX
DISTRIBUTORS, INC.
By:
Name: Xxxxxx Xxxxxx
Title: Senior Vice President
The Company: SYMETRA LIFE INSURANCE COMPANY
By:
Name: Xxxxx X. Xxxxxxxxxxxx
Title: Vice President
The Distributor: SYMETRA SECURITIES, INC.
By:
Name: Xxxxx X. Xxxxxxxxxxxx
Title: Vice President
