0000038777-12-000243 Sample Contracts

Form of Participation Agreement as of __________, 20__ Franklin Templeton Variable Insurance Products Trust Franklin/Templeton Distributors, Inc. [Company] [Company Distributor]
Participation Agreement • November 15th, 2012 • Franklin Resources Inc • Investment advice • California

As provided by Schedule C of the Agreement, this Notice proposes to Franklin Templeton Variable Insurance Products Trust, and Franklin/Templeton Distributors, Inc. the addition as of the offering date(s) listed below of the following Portfolios as additional investment options listed on Schedule C:

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FRANKLIN TEMPLETON INVESTOR SERVICES, LLC FORM OF AMENDED AND RESTATED TRANSFER AGENT AND SHAREHOLDER SERVICES AGREEMENT
Franklin Resources Inc • November 15th, 2012 • Investment advice • California

The parties to this Agreement are the Investment Company named above (“Investment Company”), an open-end investment company registered as such under the Investment Company Act of 1940 (“1940 Act”), on behalf of each class of shares of each series of the Investment Company which now exists or may hereafter be created (individually, a “Fund” and collectively, the “Funds”) and FRANKLIN TEMPLETON INVESTOR SERVICES, LLC (“FTIS”), a registered transfer agent formerly known as Franklin Administrative Services, Inc. This Agreement supersedes prior Shareholder Services Agreements between the parties, as stated below in section 16(d).

FORM OF INVESTMENT MANAGEMENT WITH CUSTODY AGREEMENT
Franklin Resources Inc • November 15th, 2012 • Investment advice • New York
FORM OF INVESTMENT MANAGEMENT AGREEMENT FOR SEPARATE ACCOUNT CLIENTS
Management Agreement • November 15th, 2012 • Franklin Resources Inc • Investment advice • New York
Representative Form of Participation Agreement Addendum Franklin Templeton Variable Insurance Products Trust Franklin/Templeton Distributors, Inc. «Insurance_Company» «Distributor»
Participation Agreement • November 15th, 2012 • Franklin Resources Inc • Investment advice

Franklin Templeton Variable Insurance Products Trust (the “Trust”), Franklin/Templeton Distributors, Inc. (the “Underwriter,” and together with the Trust, “we,” “our,” or “us”), «Insurance_Company», and «Distributor», your distributor (collectively, the “Company” “you” or “your”), on your behalf and on behalf of certain Accounts, (individually a “Party”, collectively, the “Parties”) have previously entered into a Participation Agreement dated «Date», as amended (the “Agreement”).

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