AMENDMENT NO. 1 TO
AMENDED AND RESTATED PARTICIPATION AGREEMENT
Franklin Xxxxxxxxx Variable Insurance Products Trust
Franklin/Xxxxxxxxx Distributors, Inc.
Commonwealth Annuity and Life Insurance Company
Franklin Xxxxxxxxx Variable Insurance Products Trust (the "Trust"),
Franklin/Xxxxxxxxx Distributors, Inc. (the "Underwriter," and together with the
Trust, "we" or "us"), Commonwealth Annuity and Life Insurance Company (the
"Company" or "you"), on your behalf and on behalf of certain Accounts, have
previously entered into a Participation Agreement dated September 25, 2006 (the
"Agreement"). The parties 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.
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. Schedules B, C and D of the Agreement are deleted and replaced in their
entirety with the Schedules B, C and D attached hereto, respectively.
5. 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 By: /s/ Xxxxx X. Xxxxxxxx
THE AGREEMENT. ------------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Vice President
The Underwriter: FRANKLIN/XXXXXXXXX DISTRIBUTORS, INC.
By: /s/ Xxxxxx Xxxxxx
------------------------------------
Name: Xxxxxx Xxxxxx
Title: Senior Vice President
The Company: COMMONWEALTH ANNUITY AND LIFE INSURANCE
COMPANY
By: /s/ Xxxxxxx Xxxxxxx
------------------------------------
Name: Xxxxxxx Xxxxxxx
Title: President and Chief Executive
Officer
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SCHEDULE B
ACCOUNTS OF THE COMPANY
SEC REGISTRATION
----------------
NAME OF ACCOUNT YES/NO
------------------------------------------------------------- ------
1. Separate Account FUVUL of Commonwealth Yes
Annuity and Life Insurance Company
2. Separate Account VA-P of Commonwealth Annuity Yes
and Life Insurance Company
3. Separate Account VA-K of Commonwealth Annuity Yes
and Life Insurance Company
4. Commonwealth Annuity Select Separate Account of Yes
Commonwealth Annuity and Life Insurance Company
5. Group VEL Separate Account of Commonwealth Yes
Annuity and Life Insurance Company
6. VEL Account of Commonwealth Annuity and Life Yes
Insurance Company
7. VEL II Separate Account of Commonwealth Annuity Yes
and Life Insurance Company
8. Inheiritage Separate Account of Commonwealth Yes
Annuity and Life Insurance Company
9. VEL III Separate Account of Commonwealth Yes
Annuity and Life Insurance Company
10. Commonwealth Annuity Select Separate Account III Yes
of Commonwealth Annuity and Life Insurance Company
11. Commonwealth Annuity Select Separate Account II Yes
of Commonwealth Annuity and Life Insurance Company
12. Separate Account IMO of Commonwealth Annuity and Yes
Life Insurance Company
13. Commonwealth Annuity Separate Account A of Yes
Commonwealth Annuity and Life Insurance Company
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SCHEDULE C
AVAILABLE PORTFOLIOS AND CLASSES OF SHARES OF THE TRUST
1. Franklin Global Communications Securities Fund, Class 2
2. Franklin Growth and Income Securities Fund, Class 2
3. Franklin Income Securities Fund, Class 2
4. Franklin Large Cap Growth Securities Fund, Class 2
5. Franklin Small-Mid Cap Growth Securities Fund, Class 2
6. Franklin Small Cap Value Securities Fund, Class 2
7. Mutual Discovery Securities Fund, Class 2
8. Mutual Shares Securities Fund, Class 2
9. Templeton Developing Market Securities Fund, Class 2
10. Xxxxxxxxx Foreign Securities Fund, Class 2
11. Templeton Global Asset Allocation Fund, Class 2
12. Xxxxxxxxx Growth Securities Fund, Class 2
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SCHEDULE D
CONTRACTS OF THE COMPANY
1. Commonwealth Annuity Advantage
2. Commonwealth Annuity Estate Optimizer
3. Commonwealth Annuity Immediate Variable Annuity
4. Commonwealth Annuity Select Life Plus
5. Annuity Scout (Value Generation)
6. Delaware Golden Medallion
7. Delaware I, II, and III
8. ExecAnnuity Plus
9. ExecutiveSolutions, Group VEL
10. First Union IVA
11. First Union Private Placement Annuity/Form nos. 3034-00 and 3034-99
12. Fulcrum
13. FundQuest (DirectedAdvisorySolutions)
14. Optim-L
15. Pioneer C-Vision
16. Pioneer No-Load
17. Pioneer Vision 2
18. Pioneer XtraVision
19. Premier Choice (Agency C-Shares)
20. Select Acclaim (Select Secondary)
21. Select Charter
22. Select Inheiritage
23. Select Life II
24. Select No-Load (Advocate)
25. Select Resource
26. Select Reward
27. Select SPL (Select III)
28. SPL II
29. ValuPlus Assurance/333-93031
30. Variable Inheiritage
31. XXX 00
00. XXX 00
00. XXX 00
00. VELPlus
35. VUL 2001 Survivorship
36. Commonwelth Annuity Advantage IV
37. Commonwealth Annuity Preferred Plus
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