0001193125-05-087846 Sample Contracts

Exhibit (8)(d)(1) Amendment No. 2 to Participation Agreement (Franklin Templeton)
Participation Agreement • April 28th, 2005 • Separate Account Va L

Each Portfolio named below shall pay the following amounts pursuant to the terms and conditions referenced below under its Class 2 Rule 12b-1 Distribution Plan, stated as a percentage per year of Class 2’s average daily net assets represented by shares of Class 2.

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