EX-99.8(D) 5 a11-32435_1ex99d8d.txt EX-99.8(D) PARTICIPATION AGREEMENT -- HARTFORD NON-LEADERS As of May 1, 2000 Franklin Templeton Variable Insurance Products Trust Franklin Templeton Distributors, Inc. Hartford Life Insurance Company Hartford Life and Annuity Insurance Company Hartford Securities Distribution Company, Inc. Hartford Equity Sales Company, Inc. CONTENTS
SECTION SUBJECT MATTER --------------------------------------------------------------------------------------------------------------- 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 B. Accounts of the Company C. Available Portfolios and Classes of Shares of the Trust; Investment Advisers D. Contracts of the Company E. This schedule 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 between certain portfolios, specified below and in Schedule C, of Franklin Templeton Variable Insurance Products Trust, an open-end management investment company organized as a business trust under Massachusetts law (the "Trust"), Franklin Templeton Distributors, Inc., a California corporation which is the principal underwriter for the Trust (the "Underwriter," and together with the Trust, "we" or "us") and each insurance company identified on Schedule A ("you"), and your distributor, 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"). This Agreement shall create a separate agreement for each insurance company and each distributor identified on Schedule A of this Agreement ("Company") as though each Company had separately executed an identical participation agreement with the Trust and the Underwriter. No rights, responsibilities or liabilities arising under the Agreement as it pertains to one Company shall be enforceable by or against any party to the Agreement as it pertains to another Company. The purpose of this Agreement is to entitle you, on behalf of the Accounts, to purchase the shares, and classes of shares, of portfolios of the Trust ("Portfolios") that are identified on Schedule C, solely for the purpose of funding benefits of your variable life insurance policies or variable annuity contracts ("Contracts") that are identified on Schedule D. This Agreement does not authorize any other purchases or redemptions of shares of the Trust. 2. REPRESENTATIONS AND WARRANTIES 2.1 REPRESENTATIONS AND WARRANTIES BY YOU You represent and warrant that: 2.1.1 You are an insurance company duly organized and in good standing under the laws of your state of incorporation. 2.1.2 All of your directors, officers, employees, and other individuals or entities dealing with the money and/or securities of the Trust are and shall be at all times covered by a blanket fidelity bond or similar coverage for the benefit of the Trust, in an amount not less than $5 million. Such bond shall include coverage for larceny and embezzlement and shall be issued by a reputable bonding company. You agree to make all reasonable efforts to see that this bond or another bond containing such provisions is always in effect, and you agree to notify us in the event that such coverage no longer applies. 2.1.3 Each Account is a duly organized, validly existing segregated asset account under applicable insurance law and interests in each Account are offered exclusively through the purchase of or transfer into a "variable contract" within the meaning of such terms under Section 817 of the Internal Revenue Code of 1986, as amended ("Code") and the regulations thereunder. You will use your best efforts to continue to meet such definitional requirements, and will notify us immediately upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the future. 2.1.4 Each Account either: (i) has been registered or, prior to any issuance or sale of the Contracts, will be registered as a unit investment trust under the Investment Company Act of 1940 ("1940 Act"); or (ii) has not been so registered in proper reliance upon an exemption from registration under Section 3(c) of the 1940 Act; if the Account is exempt from registration as an investment company under Section 3(c) of the 1940 Act, you will use your best efforts to maintain such exemption and will notify us immediately upon having a 2 reasonable basis for believing that such exemption no longer applies or might not apply in the future. 2.1.5 The Contracts or interests in the Accounts: (i) are or, prior to any issuance or sale will be, registered as securities under the Securities Act of 1933, as amended (the "1933 Act"); or (ii) are not registered because they are properly exempt from registration under Section 3(a)(2) of the 1933 Act or will be offered exclusively in transactions that are properly exempt from registration under Section 4(2) or Regulation D of the 1933 Act, in which case you will make every effort to maintain such exemption and will notify us immediately upon having a reasonable basis for believing that such exemption no longer applies or might not apply in the future. 2.1.6 The Contracts: (i) will be sold by broker-dealers, or their registered representatives, who are registered with the Securities and Exchange Commission ("SEC") under the Securities and Exchange Act of 1934, as amended (the "1934 Act") and who are members ("Members") in good standing of the National Association of Securities Dealers, Inc. (the "NASD"); and (ii) will be issued and sold in compliance in all material respects with all applicable federal and state laws. You have entered, or will enter into, and will maintain a selling agreement with each Member through which you intend to distribute the Contracts, and such selling agreement will provide that each Member will comply with all applicable federal and state laws, rules and regulations. 2.1.7 Subject to the representations and warranties by the Trust and the Underwriter at Section 2.2.7 of this Agreement concerning the qualification of the Trust as a "regulated investment company" under Sub-Chapter M of the Code and also subject to the representations and warranties of the Trust and the Underwriter at Section 2.2.8 of this Agreement concerning the Trust's compliance with the diversification requirements under Section 817(h) of the Code, the Contracts currently are and will be treated as annuity contracts or life insurance contracts under applicable provisions of the Code and you will use your best efforts to maintain such treatment; you will notify us immediately upon having a reasonable basis for believing that any of the Contracts have ceased to be so treated or that they might not be so treated in the future. 2.1.8 The fees and charges deducted under each Contract, in the aggregate, are reasonable in relation to the services rendered, the expenses expected to be incurred, and the risks assumed by you. 2.1.9 You will use shares of the Trust only for the purpose of funding benefits of the Contracts through the Accounts. 2.1.10 Contracts will not be issued for sale outside of the United States. 2.1.11 All Accounts shall be registered as investment companies pursuant to the 1940 Act, unless exempt from such registration. 3 2.2 REPRESENTATIONS AND WARRANTIES BY THE TRUST The Trust represents and warrants that: 2.2.1 It is duly organized and in good standing under the laws of the State of Massachusetts. 2.2.2 All of its directors, officers, employees and others dealing with the money and/or securities of a Portfolio are and shall be at all times covered by a blanket fidelity bond or similar coverage for the benefit of the Trust in an amount not less that the minimum coverage required by Rule 17g-1 or other regulations under the 1940 Act. Such bond shall include coverage for larceny and embezzlement and be issued by a reputable bonding company. 2.2.3 It is registered as an open-end management investment company under the 1940 Act. 2.2.4 Each class of shares of the Portfolios of the Trust is registered under the 1933 Act. 2.2.5 It will amend its registration statement under the 1933 Act and the 1940 Act from time to time as required in order to effect the continuous offering of its shares. 2.2.6 It will comply, in all material respects, with the 1933 and 1940 Acts and the rules and regulations thereunder. 2.2.7 Subject to your representations and warranties at Section 2.1.7 of this Agreement concerning the qualification of the Contracts as annuity contracts or life insurance contracts under applicable provisions of the Code, the Trust is currently qualified as a "regulated investment company" under Subchapter M of the Code, it will make every effort to maintain such qualification, and will notify you immediately upon having a reasonable basis for believing that it has ceased to so qualify or that it might not so qualify in the future. 2.2.8 The Trust will use its best efforts to comply with the diversification requirements for variable annuity, endowment or life insurance contracts set forth in Section 817(h) of the Code, and the rules and regulations thereunder, including without limitation Treasury Regulation 1.817-5. Upon having a reasonable basis for believing any Portfolio has ceased to comply and will not be able to comply within the grace period afforded by Regulation 1.817-5, the Trust will notify you immediately and will take all reasonable steps to adequately diversify the Portfolio to achieve compliance. 2.2.9 It currently intends for one or more classes of shares (each, a "Class") to make payments to finance its distribution expenses, including service fees, pursuant to a plan ("Plan") adopted under rule 12b-1 under the 1940 Act ("Rule 12b-1"), although it may determine to discontinue such practice in the future. To the extent that any Class of the Trust finances its distribution expenses pursuant to a Plan adopted under rule 12b-1, the Trust undertakes to comply with any then current SEC interpretations concerning rule 12b-1 or any successor provisions. 4 2.3 REPRESENTATIONS AND WARRANTIES BY THE UNDERWRITER The Underwriter represents and warrants that: 2.3.1 It is registered as a broker dealer with the SEC under the 1934 Act, and is a member in good standing of the NASD. 2.3.2 Each investment adviser listed on Schedule C (each, an "Adviser") is duly registered as an investment adviser under the Investment Advisers Act of 1940, as amended, and any applicable state securities law. 2.4 WARRANTIES AND AGREEMENTS BY BOTH YOU AND US 2.4.1 We received an order from the SEC dated November 16, 1993 (file no. 812-8546), which was amended by a notice and an order we received on September 17, 1999 and October 13, 1999, respectively (file no. 812-11698) (collectively, the "Shared Funding Order," attached to this Agreement as Schedule H). The Shared Funding Order grants exemptions from certain provisions of the 1940 Act and the regulations thereunder to the extent necessary to permit shares of the Trust to be sold to and held by variable annuity and variable life insurance separate accounts of both affiliated and unaffiliated life insurance companies and qualified pension and retirement plans outside the separate account context. You and we both warrant and agree that both you and we will comply with the "Applicants' Conditions" prescribed in the Shared Funding Order as though such conditions were set forth verbatim in this Agreement, including, without limitation, the provisions regarding potential conflicts of interest between the separate accounts which invest in the Trust and regarding contract owner voting privileges. In order for the Trust's Board of Trustees to perform its duty to monitor for conflicts of interest, you agree to inform us of the occurrence of any of the events specified in condition 2 of the Shared Funding Order to the extent that such event may or does result in a material conflict of interest as defined in that order. 2.4.2 As covered financial institutions we, only with respect to Portfolio shareholders, and you each undertake and agree to comply, and to take full responsibility in complying with any and all applicable laws, regulations, protocols and other requirements relating to money laundering including, without limitation, the International Money Laundering Abatement and Anti-Terrorist Financing Act of 2001 (Title III of the USA PATRIOT Act). 3. PURCHASE AND REDEMPTION OF TRUST PORTFOLIO SHARES 3.1 We will make shares of the Portfolios available to the Accounts for the benefit of the Contracts. The shares will be available for purchase at the net asset value per share next computed after we (or our agent) receive a purchase order, as established in accordance with the provisions of the then current prospectus of the Trust. Notwithstanding the foregoing, the Trust's Board of Trustees ("Trustees") may refuse to sell shares of any Portfolio to any person, or may suspend or terminate the offering of shares of any Portfolio if such action is required by law or by regulatory, authorities having jurisdiction or if, in the sole discretion of the Trustees, 5 they deem such action to be in the best interests of the shareholders of such Portfolio. Without limiting the foregoing, the Trustees have determined that there is a significant risk that the Trust and its shareholders may be adversely affected by investors whose purchase and redemption activity follows a market timing pattern, and have authorized the Trust, the Underwriter and the Trust's transfer agent to adopt procedures and take other action (including, without limitation, rejecting specific purchase orders) as they deem necessary to reduce, discourage or eliminate market timing activity. You agree to cooperate with us to assist us in implementing the Trust's restrictions on purchase and redemption activity that follows a market timing pattern. 3.2 We agree that shares of the Trust will be sold only to 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. No shares of any Portfolio will be sold to the general public. 3.3 This section not used. 3.4 You shall be the designee for us for receipt of purchase orders and requests for redemption resulting from investment in and payments under the Contracts ("Instructions"). The Business Day on which such Instructions are received in proper form by you and time stamped by the close of trading will be the date as of which Portfolio shares shall be deemed purchased, exchanged, or redeemed as a result of such Instructions. Instructions received in proper form by you and time stamped after the close of trading on any given Business Day shall be treated as if received on the next following Business Day. You warrant that all orders, Instructions and confirmations received by you which will be transmitted to us for processing on a Business Day will have been received and time stamped prior to the Close of Trading on that Business Day. Instructions we receive after 9 a.m. Eastern Time (or up to 9:30 a.m. Eastern Time with prior telephone notification) shall be processed on the next Business Day. "Business Day" shall mean any day on which the New York Stock Exchange is open for trading and on which the Trust calculates its net asset value pursuant to the rules of the SEC and its current prospectus. 3.5 We shall calculate the net asset value per share of each Portfolio on each Business Day, and shall communicate these net asset values to you or your designated agent on a daily basis as soon as reasonably practical after the calculation is completed (normally by 6:30 p.m. Eastern time). 3.6 You shall submit payment for the purchase of shares of a Portfolio on behalf of an Account in federal funds transmitted by wire to the Trust or to its designated custodian, which must receive such wires no later than the close of the Reserve Bank, which is 6:00 p.m. East Coast time, on the Business Day following the Business Day as of which such purchases orders are made. 3.7 We will redeem any full or fractional shares of any Portfolio, when requested by you on behalf of an Account, at the net asset value next computed after receipt by us (or our agent) of the request for redemption. The Trust anticipates that in the ordinary course of 6 business it will make redemptions in cash, however it reserves the right to make redemptions in kind, in accordance with its prospectus disclosure (including its statement of additional information). We shall make payment for such shares in the manner we establish from time to time, but in no event shall payment be delayed for a greater period than is permitted by the 1940 Act. Redemption with respect to a Portfolio will be made in accordance with the prospectus disclosure (including its statement of additional information) of the Trust, and will normally be paid to the Company before the close of the Federal Reserve Banks, which is 6:00 p.m. Eastern time on the next Business Day after the receipt of the request for redemption. If payment in federal funds for any redemption request is received by you after such time, the Trust shall promptly upon your written request, reimburse you for any charges, costs, fees, interest, or other expenses reasonably incurred by you as a result of such failure to provide redemption proceeds within the specified time. 3.8 Issuance and transfer of the Portfolio shares will be by book entry only. Stock certificates will not be issued to you or the Accounts. Portfolio shares purchased from the Trust will be recorded in the appropriate title for each Account or the appropriate subaccount of each Account. 3.9 We shall furnish, on or before the ex-dividend date, notice to you of any income dividends or capital gain distributions payable on the shares of any Portfolio. You hereby elect to receive all such income dividends and capital gain distributions as are payable on shares of a Portfolio in additional shares of that Portfolio, and you reserve the right to change this election in the future. We will notify you of the number of shares so issued as payment of such dividends and distributions. 3.10 Each party to this Agreement agrees that, in the event of a material error resulting from incorrect information or confirmations, the parties will seek to comply in all material respects with the provisions of applicable federal securities laws. 4. FEES, EXPENSES, PROSPECTUSES, PROXY MATERIALS AND REPORTS 4.1 We shall pay no fee or other compensation to you under this Agreement except as provided on Schedule F, if attached. 4.2 We shall prepare and be responsible for filing with the SEC, and any state regulators requiring such filing, all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of the Trust. We shall bear the costs of preparation and filing of the documents listed in the preceding sentence, registration and qualification of the Trust's shares of the Portfolios. 4.3 We shall use reasonable efforts to provide you, on a timely basis, with such information about the Trust, the Portfolios and each Adviser, in such form as you may reasonably require, as you shall reasonably request in connection with the preparation of disclosure documents and annual and semi-annual reports pertaining to the Contracts. 7 4.4 At your option, we shall provide you, at our expense, with either: (i) for each Contract owner who is invested through the Account in a subaccount corresponding to a Portfolio ("designated subaccount"), one copy of each of the following documents on each occasion that such document is required by law or regulation to be delivered to such Contract owner who is invested in a designated subaccount: the Trust's current prospectus, annual report, semi-annual report and other shareholder communications, including any amendments or supplements to any of the foregoing, pertaining specifically to the Portfolios ("Designated Portfolio Documents"); or (ii) a camera ready copy of such Designated Portfolio Documents in a form suitable for printing and from which information relating to series of the Trust other than the Portfolios has been deleted to the extent practicable. In connection with clause (ii) of this paragraph, we will pay for proportional printing costs for such Designated Portfolio Documents in order to provide one copy for each Contract owner who is invested in a designated subaccount on each occasion that such document is required by law or regulation to be delivered to such Contract owner, and provided the appropriate documentation is provided and approved by us. We shall provide you with a copy of the Trust's current statement of additional information, including any amendments or supplements, in a form suitable for you to duplicate. The expenses of furnishing, including mailing, to Contract owners the documents referred to in this paragraph shall be borne by us. For each of the documents provided to you in accordance with clause (i) of this paragraph 4.4, we shall provide you, upon your request and at your expense, additional copies. In no event shall we be responsible for the costs of printing or delivery of Designated Portfolio Documents to potential or new Contract owners. 4.5 We shall provide you, at our expense, with copies of any Trust-sponsored proxy materials in such quantity as you shall reasonably require for distribution to Contract owners who are invested in a designated subaccount. We shall bear the costs of distributing Trust-sponsored proxy materials (or similar materials such as voting solicitation instructions) to Contract owners. 4.6 You assume sole responsibility for ensuring that the Trust's prospectuses, shareholder reports and communications, and proxy materials are delivered to Contract owners in accordance with applicable federal and state securities laws. 5. VOTING 5.1 All Participating Insurance Companies shall have the obligations and responsibilities regarding pass-through voting and conflicts of interest corresponding to those contained in the Shared Funding Order. 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 for which no instructions have been received in the same proportion as Trust shares of such Portfolio for which instructions have been received; 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. 8 5.3 So long as, and to the extent that, the SEC interprets the 1940 Act to require pass-through voting privileges for Contract owners, you shall provide pass-through voting privileges to Contract owners whose Contract values are invested, through the Accounts, in shares of one or more Portfolios of the Trust. We shall require all Participating Insurance Companies to calculate voting privileges in the same manner and you shall be responsible for assuring that the Accounts calculate voting privileges in the manner established by us. With respect to each Account, you will vote shares of each Portfolio of the Trust held by an Account and for which no timely voting instructions from Contract owners are received in the same proportion as those shares held by that Account for which voting instructions are received. You and your agents will in no way recommend or oppose or interfere with the solicitation of proxies for Portfolio shares held to fund the Contracts without our prior written consent, which consent may be withheld in our sole discretion. 6. SALES MATERIAL, INFORMATION AND TRADEMARKS 6.1 For purposes of this Section 6, "Sales literature or other Promotional material" includes, but is not limited to, portions of the following that use any logo or other trademark related to the Trust, or Underwriter or its affiliates, or refer to the Trust: advertisements (such as material published or designed for use in a newspaper, magazine or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, electronic communication or other public media), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, research reports, market letters, form letters, seminar texts, reprints or excerpts or any other advertisement, sales literature or published article or electronic communication), educational or training materials or other communications distributed or made generally available to some or all agents or employees in any media, and disclosure documents, shareholder reports and proxy materials. 6.2 Upon our request, you shall furnish, or cause to be furnished to us or our designee, all portions or provisions of each registration statement, prospectus, statement of additional information, private placement memorandum, retirement plan disclosure information or other disclosure documents or similar information, as applicable (collectively "Disclosure Documents") that relate to or discuss the Trust, a Portfolio, the Underwriter or an Adviser, as well as any report, solicitation for voting instructions, Sales literature or other Promotional materials, and all amendments to any of the above that relate to the Contracts or the Accounts and relate to or discuss the Trust, a Portfolio, the Underwriter or an Adviser prior to its first use. You shall furnish, or shall cause to be furnished, to us or our designee each piece of Sales literature or other Promotional material in which the Trust or an Adviser is named, at least ten (10) Business Days prior to its proposed use. No such material shall be used unless we or our designee approve such material and its proposed use. We shall furnish, or shall cause to be furnished, to you or your designee each piece of Sales literature or other Promotional material prepared by us in which you are named, at least ten (10) Business Days prior to its proposed use, other than a simple list identifying Trust shareholders by name. No such material shall be used unless you or your designee approve such material and its proposed use. 9 6.3 You and your agents shall not give any information or make any representations or statements on behalf of the Trust or concerning the Trust, the Underwriter or an Adviser, other than information or representations contained in and accurately derived from the registration statement, prospectus or statement of additional information for the Trust shares (as such registration statement, prospectus and statement of additional information may be amended or supplemented from time to time), annual and semi-annual reports of the Trust, Trust-sponsored proxy statements, or in Sales literature or other Promotional material approved by the Trust or its designee, except as required by legal process or regulatory authorities or with the written permission of the Trust or its designee. You shall send us a complete copy of each Disclosure Document and item of Sales literature or other Promotional materials in its final form within twenty (20) days of its first use. 6.4 We shall not give any information or make any representations or statements on behalf of you or concerning you, the Accounts or the Contracts other than information or representations, including naming you as a Trust shareholder, contained in and accurately derived from Disclosure Documents for the Contracts (as such Disclosure Documents may be amended or supplemented from time to time), or in materials approved by you for distribution, including Sales literature or other Promotional materials, except as required by legal process or regulatory authorities or with your written permission. 6.5 Except as provided in Section 6.2, you shall not use any designation comprised in whole or part of the names or marks "Franklin" or "Templeton" or any logo or other trademark relating to the Trust or the Underwriter without prior written consent, and upon termination of this Agreement for any reason, you shall cease all use of any such name or mark as soon as reasonably practicable. 6.6 You shall furnish to us ten (10) Business Days prior to its first submission to the SEC or its staff, any request or filing for no-action assurance or exemptive relief naming, pertaining to, or affecting, the Trust, the Underwriter or any of the Portfolios. 7. INDEMNIFICATION 7.1 INDEMNIFICATION BY YOU 7.1.1 You agree to indemnify and hold harmless the Underwriter, the Trust and each of its Trustees, officers, employees and agents and each person, if any, who controls the Trust within the meaning of Section 15 of the 1933 Act (collectively, the "Indemnified Parties" and individually the "Indemnified Party" for purposes of this Section 7.1) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with your written consent, which consent shall not be unreasonably withheld) or expenses (including the reasonable costs of investigating or defending any alleged loss, claim, damage, fine, liability or expense and reasonable legal counsel fees incurred in connection therewith) (collectively, "Losses"), to which the Indemnified Parties may become subject under any statute or regulation, or at common law or otherwise, insofar as such Losses are related to the sale or acquisition of shares of the Trust or the Contracts and: 10 7.1.1.1 arise out of or are based upon any untrue statements or alleged untrue statements of any material fact contained in a Disclosure Document for the Contracts or in the Contracts themselves or in sales literature generated or approved by you on behalf of the Contracts or Accounts (or any amendment or supplement to any of the foregoing) (collectively, "Company Documents" for the purposes of this Section 7), or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this indemnity shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and was accurately derived from written information furnished to you by or on behalf of the Trust for use in Company Documents or otherwise for use in connection with the sale of the Contracts or Trust shares; or 7.1.1.2 arise out of or result from statements or representations (other than statements or representations contained in and accurately derived from Trust Documents as defined below in Section 7.2) or wrongful conduct of you or persons under your control, with respect to the sale or acquisition of the Contracts or Trust shares; or 7.1.1.3 arise out of or result from any untrue statement or alleged untrue statement of a material fact contained in Trust Documents as defined below in Section 7.2 or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or the statements therein not misleading if such statement or omission was made in reliance upon and accurately derived from written information furnished to the Trust by or on behalf of you; or 7.1.1.4 arise out of or result from any failure by you to provide the services or furnish the materials required under the terms of this Agreement; 7.1.1.5 arise out of or result from any material breach of any representation and/or warranty made by you in this Agreement or arise out of or result from any other material breach of this Agreement by you; or 7.1.1.6 arise out of or result from a Contract failing to be considered a life insurance policy or an annuity Contract, whichever is appropriate, under applicable provisions of the Code thereby depriving the Trust of its compliance with Section 817(h) of the Code, unless such Contract's failure was caused by the Trust's failure to comply with Subchapter M or Section 817(h) of the Code; as limited by and in accordance with the provisions of Sections 7.1.2 and 7.1.3 hereof. 7.1.2 You shall not be liable under this indemnification provision with respect to any Losses to which an Indemnified Party would otherwise be subject by reason of such Indemnified Party's willful misfeasance, bad faith, or gross negligence in the performance of such Indemnified Party's duties or by reason of such Indemnified Party's reckless disregard of 11 obligations and duties under this Agreement or to the Trust or Underwriter, whichever is applicable. 7.1.3 You shall also not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified you in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify you of any such claim shall not relieve you from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision. In case any such action is brought against the Indemnified Parties, you shall be entitled to participate, at your own expense, in the defense of such action. Unless the Indemnified Party releases you from any further obligations under this Section 7.1, you also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from you to such party of your election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and you will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation. 7.1.4 The Indemnified Parties will promptly notify you of the commencement of any litigation or proceedings against them in connection with the issuance or sale of the Trust shares or the Contracts or the operation of the Trust. 7.2 INDEMNIFICATION BY THE UNDERWRITER 7.2.1 The Underwriter agrees to indemnify and hold harmless you, and each of your directors and officers and each person, if any, who controls you within the meaning of Section 15 of the 1933 Act (collectively, the "Indemnified Parties" and individually an "Indemnified Party" for purposes of this Section 7.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Underwriter, which consent shall not be unreasonably withheld) or expenses (including the reasonable costs of investigating or defending any alleged loss, claim, damage, liability or expense and reasonable legal counsel fees incurred in connection therewith) (collectively, "Losses") to which the Indemnified Parties may become subject under any statute, or regulation, or at common law or otherwise, insofar as such Losses are related to the sale or acquisition of the shares of the Trust or the Contracts and: 7.2.1.1 arise out of or are based upon any untrue statements or alleged untrue statements of any material fact contained in the registration statement, prospectus or sales literature of the Trust (or any amendment or supplement to any of the foregoing) (collectively, the "Trust Documents") or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this indemnity shall not apply as to any Indemnified Party if such statement or omission or such alleged 12 statement or omission was made in reliance upon and was accurately derived from written information furnished to us by or on behalf of you for use in Trust Documents or otherwise for use in connection with the sale of the Contracts or Trust shares; or 7.2.1.2 arise out of result from statements or representations (other than statements or representations contained in and accurately derived from Company Documents not supplied by the Underwriter or persons under its control) or wrongful conduct of the Trust, Adviser or Underwriter or persons under their control, with respect to the sale or distribution of the Contracts or Trust shares; or 7.2.1.3 arise out of or result from any untrue statement or alleged untrue statement of a material fact contained in Company Documents, or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading, if such statement or omission was made in reliance upon information furnished to you by or on behalf of the Trust; or 7.2.1.4 arise as a result of any failure by us to provide the services and furnish the materials under the terms of this Agreement (including a failure, whether unintentional or in good faith or otherwise, to comply with the qualification representation specified above in Section 2.2.7 and the diversification requirements specified above in Section 2.2.8); or 7.2.1.5 arise out of or result from any material breach of any representation and/or warranty made by the Underwriter in this Agreement or arise out of or result from any other material breach of this Agreement by the Underwriter; as limited by and in accordance with the provisions of Sections 7.2.2 and 7.2.3 hereof. 7.2.2 The Underwriter shall not be liable under this indemnification provision with respect to any Losses to which an Indemnified Party would otherwise be subject by reason of such Indemnified Party's willful misfeasance, bad faith, or gross negligence in the performance of such Indemnified Party's duties or by reason of such Indemnified Party's reckless disregard of obligations and duties under this Agreement or to you or the Accounts, whichever is applicable. 7.2.3 The Underwriter shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Underwriter in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify the Underwriter of any such claim shall not relieve the Underwriter from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision. In case any such action is brought against the Indemnified Parties, the Underwriter will be entitled to participate, at its own expense, in the defense thereof. Unless the Indemnified Party releases the Underwriter from any further obligations under this Section 7.2, 13 the Underwriter also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Underwriter to such party of the Underwriter's election to assume the defense thereof, the Indemnified Party shall bear the expenses of any additional counsel retained by it, and the Underwriter will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation. 7.2.4 You agree promptly to notify the Underwriter of the commencement of any litigation or proceedings against you or the Indemnified Parties in connection with the issuance or sale of the Contracts or the operation of each Account. 7.3 INDEMNIFICATION BY THE TRUST 7.3.1 The Trust agrees to indemnify and hold harmless you, and each of your directors and officers and each person, if any, who controls you within the meaning of Section 15 of the 1933 Act (collectively, the "Indemnified Parties" for purposes of this Section 7.3) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Trust, which consent shall not be unreasonably withheld) or litigation (including legal and other expenses) to which the Indemnified Parties may become subject under any statute, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements result from the gross negligence, bad faith or willful misconduct of the Board or any member thereof, are related to the operations of the Trust, and arise out of or result from any material breach of any representation and/or warranty made by the Trust in this Agreement or arise out of or result from any other material breach of this Agreement by the Trust; as limited by and in accordance with the provisions of Sections 7.3.2 and 7.3.3 hereof. It is understood and expressly stipulated that neither the holders of shares of the Trust nor any Trustee, officer, agent or employee of the Trust shall be personally liable hereunder, nor shall any resort be had to other private property for the satisfaction of any claim or obligation hereunder, but the Trust only shall be liable. 7.3.2 The Trust shall not be liable under this indemnification provision with respect to any losses, claims, damages, liabilities or litigation incurred or assessed against any Indemnified Party as such may arise from such Indemnified Party's willful misfeasance, bad faith, or gross negligence in the performance of such Indemnified Party's duties or by reason of such Indemnified Party's reckless disregard of obligations and duties under this Agreement or to you, the Trust, the Underwriter or each Account, whichever is applicable. 7.3.3 The Trust shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Trust in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claims shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify the Trust of any such claim shall not relieve the Trust from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision. In case any such action is 14 brought against the Indemnified Parties, the Trust will be entitled to participate, at its own expense, in the defense thereof. Unless the Indemnified Party releases the Trust from any further obligations under this Section 7.3, the Trust also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Trust to such party of the Trust's election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Trust will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation. 7.3.4 You agree promptly to notify the Trust of the commencement of any litigation or proceedings against you or the Indemnified Parties in connection with this Agreement, the issuance or sale of the Contracts, with respect to the operation of the Account, or the sale or acquisition of shares of the Trust. 8. NOTICES Any notice shall be sufficiently given when sent by registered or certified mail to the other party at the address of such party set forth in Schedule G below or at such other address as such party may from time to time specify in writing to the other party. 9. TERMINATION 9.1 Any termination of this Agreement that is required by the Shared Funding Order shall be governed by the provisions of the Shared Funding Order. 9.2 This Agreement will terminate : 9.2.1 at our or your option, upon ten (10) calendar days prior written notice to the other party, if a final non-appealable administrative or judicial decision is entered against the other party which has a material adverse impact on the Contracts or the Portfolios; 9.2.2 at your option, upon ten (10) calendar days prior written notice, if shares of the Trust are not reasonably available; 9.2.3 at your option, upon written notice, if the Trust ceases to qualify as a Regulated Investment Company under Subchapter M of the Code; or fails to meet the diversification requirements specified in Section 817(h) of the Code and any regulations thereunder; 9.2.4 at our option, upon written notice, if any Contract: (i) ceases to be treated as an annuity contract or life insurance contract under applicable provisions of the Code; or (ii) fails to qualify as a "variable contract" within the meaning of such term under Section 817 of the Code, as amended, or any regulations thereunder; 9.2.5 by mutual written agreement of you and us; 15 9.2.6 at the option of the Trust, in the event of a determination by the Trustees that termination of the Agreement is necessary in the exercise of their fiduciary duties under applicable laws and regulations, upon such written notice as is consistent with these legal or regulatory requirements; 9.2.7 at the option of the Trust, if you notify the Trust or the Underwriter that the exemption from registration under Section 3(c) of the 1940 Act no longer applies, or might not apply in the future, to the unregistered Accounts, or that the exemption from registration under Section 4(2) or Regulation D promulgated under the 1933 Act no longer applies or might not apply in the future, to interests under the unregistered Contracts; 9.2.8 at our option if: (i) you breach any of the representations and warranties made in this Agreement; or (ii) you inform us that any of such representations and warranties may no longer be true or might not be true in the future; or (iii) any of such representations and warranties were not true on the effective date of this Agreement, are at any time no longer true, or have not been true during any time since the effective date of this Agreement; 9.2.9 at your option if: (i) we breach any of the representations and warranties made in this Agreement; or (ii) we inform you that any of such representations and warranties may no longer be true or might not be true in the future; or (iii) any of such representations and warranties were not true on the effective date of this Agreement, are at any time no longer true, or have not been true during any time since the effective date of this Agreement; or 9.2.10 immediately in the event of its assignment by any party without the prior written approval of the other parties, or as otherwise required by law. The effective date for termination pursuant to any notice given under this Section 9.2 shall be calculated beginning with the date of receipt of such notice. 9.3 If this Agreement is terminated for any reason except as required by the Shared Funding Order, we shall, at your option and pursuant to the terms and conditions of this Agreement, continue to make available additional shares of any Portfolio and redeem shares of any Portfolio for any or all Contracts or Accounts existing on the effective date of termination of this Agreement, PROVIDED THAT such further sale is not prohibited by law, regulation, or applicable regulatory or oversight body. 9.4 The provisions of Sections 2 (Representations and Warranties) and 7 (Indemnification) shall survive the termination of this Agreement. All other applicable provisions of this Agreement shall survive the termination of this Agreement, as long as shares of the Trust are held on behalf of Contract owners in accordance with Section 9.3, except that we shall have no further obligation to sell Trust shares with respect to Contracts issued after termination. 9.5 You shall not redeem Trust shares attributable to the Contracts (as opposed to Trust shares attributable to your assets held in the Account) except: (i) as necessary to implement Contract owner initiated or approved transactions; (ii) as required by state and/or 16 federal laws or regulations or judicial or other legal precedent of general application (hereinafter referred to as a "Legally Required Redemption"); or (iii) as permitted by an order of the SEC pursuant to Section 26(b) of the 1940 Act, SEC no-action letter, or other legal and appropriate means. Upon request, you shall promptly furnish to us the opinion of your counsel (which counsel shall be reasonably satisfactory to us) to the effect that any redemption pursuant to clause (ii) above is a Legally Required Redemption. Furthermore, except in cases where permitted under the terms of the Contracts, you shall not prevent Contract owners from allocating payments to a Portfolio that was otherwise available under the Contracts without first giving us ninety (90) days notice of your intention to do so. 10. MISCELLANEOUS 10.1 The captions in this Agreement are included for convenience of reference only and in no way define or delineate any of the provisions of this Agreement or otherwise affect their construction or effect. 10.2 This Agreement may be executed simultaneously in two or more counterparts, all of which taken together shall constitute one and the same instrument. 10.3 If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of the Agreement shall not be affected thereby. 10.4 This Agreement shall be construed and its provisions interpreted under and in accordance with the laws of the State of California. It shall also be subject to the provisions of the federal securities laws and the rules and regulations thereunder, to any orders of the SEC on behalf of the Trust granting it exemptive relief, and to the conditions of such orders. We shall promptly forward copies of any such orders to you. 10.5 The parties to this Agreement acknowledge and agree that all liabilities of the Trust arising, directly or indirectly, under this Agreement, of any and every nature whatsoever, shall be satisfied solely out of the assets of the Trust and that no Trustee, officer, agent or holder at shares of beneficial interest of the Trust shall be personally liable for any such liabilities. 10.6 The parties to this Agreement agree that the assets and liabilities of each Portfolio of the Trust are separate and distinct from the assets and liabilities of each other Portfolio. No Portfolio shall be liable or shall be charged for any debt, obligation or liability of any other Portfolio. 10.7 Each party to this Agreement shall cooperate with each other party and all appropriate governmental authorities (including without limitation the SEC, the NASD, and state insurance regulators) and shall permit such authorities reasonable access to its books and records in connection with any investigation or inquiry relating to this Agreement or the transactions contemplated hereby. 17 10.8 Each party shall treat as confidential all information of the other party which the parties agree in writing is confidential ("Confidential Information"). Except as permitted by this Agreement or as required by appropriate governmental authority (including, without limitation, the SEC, the NASD, or state securities and insurance regulators) the receiving party shall not disclose or use Confidential Information of the other party before it enters the public domain, without the express written consent of the party providing the Confidential Information. Each party further agrees to use and disclose Personal Information, as defined below, only to carry out the purposes for which it was disclosed to them and will not use or disclose Personal Information if prohibited by applicable law, including, without limitation, statutes and regulations enacted pursuant to the Gramm-Leach-Bliley Act (Public Law 106-102). For purposes of this Agreement, "Personal Information" means financial and medical information that identifies an individual personally and is not available to the public, including, but not limited to, credit history, income, financial benefits, policy or claim information and medical records. If either party outsource services to a third party, such third party will agree in writing to maintain the security and confidentiality of any information shared with them. 10.9 The rights, remedies and obligations contained in this Agreement are cumulative and are in addition to any and all rights, remedies and obligations, at law or in equity, which the parties to this Agreement are entitled to under state and federal laws. 10.10 The parties to this Agreement acknowledge and agree that this Agreement shall not be exclusive in any respect. 10.11 Neither this Agreement nor any rights or obligations created by it may be assigned by any party without the prior written approval of the other parties. 10.12 No provisions of this Agreement may be amended or modified in any manner except by a written agreement properly authorized and executed by both parties. IN WITNESS WHEREOF, each of the parties has caused their duly authorized officers to execute this Agreement. The Trust: FRANKLIN TEMPLETON VARIABLE INSURANCE PRODUCTS TRUST ONLY ON BEHALF OF EACH PORTFOLIO LISTED ON SCHEDULE C HEREOF. By: /s/ Karen L. Skidmore ----------------------------- Name: Karen L. Skidmore Title: Assistant Vice President
The Underwriter: FRANKLIN TEMPLETON DISTRIBUTORS, INC. By: /s/ Robert C. Hays ----------------------------- Name: Robert C. Hays Title: Senior Vice President
18 The Company: HARTFORD LIFE INSURANCE COMPANY By: /s/ Robert Arena ----------------------------- Name: Robert Arena Title: Vice President
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY By: /s/ Robert Arena ----------------------------- Name: Robert Arena Title: Vice President
Distributor to the Company: HARTFORD SECURITIES DISTRIBUTION COMPANY, INC. By: /s/ George Jay ----------------------------- Name: George Jay Title: Chief Compliance Officer
HARTFORD EQUITY SALES COMPANY, INC. By: /s/ George Jay ----------------------------- Name: George Jay Title: Chief Compliance Officer
19 SCHEDULE A THE COMPANY AND ITS DISTRIBUTOR THE COMPANY: Hartford Life Insurance Company 200 Hopmeadow Street Simsbury, Connecticut 06089 A life insurance company organized under the laws of the state of Connecticut. Hartford Life and Annuity Insurance Company 200 Hopmeadow Street Simsbury, Connecticut 06089 A life insurance company organized under the laws of the state of Connecticut. DISTRIBUTOR TO THE COMPANY: Hartford Securities Distribution Company, Inc. 200 Hopmeadow Street Simsbury, Connecticut 06089 A corporation organized under the laws of the state of Connecticut. Hartford Securities Distribution Company, Inc. 200 Hopmeadow Street Simsbury, Connecticut 06089 A corporation organized under the laws of the state of Connecticut. A-1 SCHEDULE B ACCOUNTS OF THE COMPANY 1. Name: Hartford Life Insurance Company Separate Account Three Date Established: June 22, 1994 SEC Registration Number: 811-08584 2. Name: Hartford Life and Annuity Insurance Company Separate Account Three Date Established: June 22, 1994 SEC Registration Number: 811-08580 3. Name: Hartford Life Insurance Company Separate Account VL I Date Established: September 18, 1992 SEC Registration Number: 811-03072 4. Name: Hartford Life and Annuity Insurance Company Separate Account VL I Date Established: June 8, 1995 SEC Registration Number: 811-07329 5. Name: Hartford Life Insurance Company Separate Account VL II Date Established: September 30, 1994 SEC Registration Number: 811-07271 4. Name: Hartford Life and Annuity Insurance Company Separate Account VL II Date Established: September 30, 1994 SEC Registration Number: 811-07273 5. Name: ICMG Registered Variable Life Separate Account A Date Established: April 14, 1998 SEC Registration Number: 811-08913 6. Name: ICMG Registered Variable Life Separate Account One Date Established: October 9, 1995 SEC Registration Number: 811-07387 B-1 SCHEDULE C AVAILABLE PORTFOLIOS AND CLASSES OF SHARES OF THE TRUST; INVESTMENT ADVISERS
FRANKLIN TEMPLETON VARIABLE INSURANCE PRODUCTS TRUST INVESTMENT ADVISER ---------------------------------------------------------------------------------------------------------------- Franklin Rising Dividends Securities Fund -- Class 2 Franklin Advisory Services, LLC Franklin Small-Mid Cap Growth Securities Fund -- Class 2 Franklin Advisers, Inc. Franklin Small Cap Value Securities Fund -- Class 2 Franklin Advisory Services, LLC Franklin Strategic Income Securities Fund -- Class 1 Franklin Advisers, Inc. Mutual Shares Securities Fund -- Class 2 Franklin Mutual Advisers, LLC Templeton Developing Markets Securities Fund -- Class 1 Templeton Asset Management Ltd. Templeton Foreign Securities Fund -- Class 2 Templeton Investment Counsel, LLC Templeton Growth Securities Fund -- Class 2 Templeton Global Advisors Limited
C-1 SCHEDULE D CONTRACTS OF THE COMPANY
PRODUCT NAME SEPARATE ACCOUNT NAME INSURANCE REGISTERED Y/N REGISTERED Y/N # COMPANY 1933 ACT # 1940 ACT # CLASSES OF SHARES AND PORTFOLIOS ---------------------------------------------------------------------------------------------------------------- 01 Hartford Life Hartford Select Hartford Life CLASS 1 SHARES: Insurance Leaders Variable Insurance Company Franklin Strategic Income Securities Fund Company Annuity Separate Account Three Templeton Developing Markets Securities Fund Yes Yes CLASS 2 SHARES: 333-35000 811-08584 Franklin Small-Mid Cap Growth Securities Fund Mutual Shares Securities Fund Templeton Growth Securities Fund 02 Hartford Life Hartford Select Hartford Life CLASS 1 SHARES: Insurance Leaders (Series II) Insurance Company Franklin Strategic Income Securities Fund Company Variable Annuity Separate Account Three Templeton Developing Markets Securities Fund Yes Yes CLASS 2 SHARES: 333-101927 811-08584 Franklin Small-Mid Cap Growth Securities Fund Mutual Shares Securities Fund Templeton Growth Securities Fund 03 Hartford Life Hartford Select Hartford Life and CLASS 1 SHARES: and Annuity Leaders Variable Annuity Insurance Franklin Strategic Income Securities Fund Insurance Annuity Company Separate Templeton Developing Markets Securities Fund Company Yes Account Three CLASS 2 SHARES: 333-34998 Yes Franklin Small-Mid Cap Growth Securities Fund 811-08580 Mutual Shares Securities Fund Templeton Growth Securities Fund 04 Hartford Life Hartford Select Hartford Life and CLASS 1 SHARES: and Annuity Leaders (Series II) Annuity Insurance Franklin Strategic Income Securities Fund Insurance Variable Annuity Company Separate Templeton Developing Markets Securities Fund Company Yes Account Three CLASS 2 SHARES: 333-101928 Yes Franklin Small-Mid Cap Growth Securities Fund 811-08580 Mutual Shares Securities Fund Templeton Growth Securities Fund
D-1
PRODUCT NAME SEPARATE ACCOUNT NAME INSURANCE REGISTERED Y/N REGISTERED Y/N # COMPANY 1933 ACT # 1940 ACT # CLASSES OF SHARES AND PORTFOLIOS -------------------------------------------------------------------------------------------------------------- 05 Hartford Hartford Select Hartford Life Insurance CLASS 1 SHARES: Life Leaders Outlook Company Separate Account Franklin Strategic Income Securities Fund Insurance Variable Annuity Three Templeton Developing Markets Securities Fund Company Yes Yes CLASS 2 SHARES: 333-102625 811-08584 Franklin Small-Mid Cap Growth Securities Fund Mutual Shares Securities Fund Templeton Growth Securities Fund 06 Hartford Hartford Select Hartford Life and Annuity CLASS 1 SHARES: Life and Leaders Outlook Insurance Company Franklin Strategic Income Securities Fund Annuity Variable Annuity Separate Account Three Templeton Developing Markets Securities Fund Insurance Yes Yes CLASS 2 SHARES: Company 333-102628 811-08580 Franklin Small-Mid Cap Growth Securities Fund Mutual Shares Securities Fund Templeton Growth Securities Fund 07 Hartford Hartford Select Hartford Life Insurance CLASS 1 SHARES: Life Leaders Last Company Separate Account Franklin Strategic Income Securities Fund Insurance Survivor Universal VL II Templeton Developing Markets Securities Fund Company Life Insurance Yes CLASS 2 SHARES: Yes 811-07271 Franklin Small-Mid Cap Growth Securities 333-88261 Fund Mutual Shares Securities Fund Templeton Growth Securities Fund 08 Hartford Hartford Select Hartford Life and Annuity CLASS 1 SHARES: Life and Leaders Last Insurance Company Franklin Strategic Income Securities Fund Annuity Survivor Universal Separate Account VL II Templeton Developing Markets Securities Fund Insurance Life Insurance Yes CLASS 2 SHARES: Company Yes 811-07273 Franklin Small-Mid Cap Growth Securities 333-67373 Fund Mutual Shares Securities Fund Templeton Growth Securities Fund 09 Hartford Omnisource ICMG Registered Variable CLASS 1 SHARES: Life Variable Life Life Separate Account A Franklin Strategic Income Securities Fund Insurance Insurance Yes CLASS 2 SHARES: Company Yes 811-08913 Franklin Rising Dividends Securities Fund 333-60515 Franklin Small-Mid Cap Growth Securities Fund Franklin Small Cap Value Securities Fund Mutual Shares Securities Fund Templeton Growth Securities Fund Templeton Foreign Securities Fund
D-2
PRODUCT NAME SEPARATE ACCOUNT NAME INSURANCE REGISTERED Y/N REGISTERED Y/N # COMPANY 1933 ACT # 1940 ACT # CLASSES OF SHARES AND PORTFOLIOS -------------------------------------------------------------------------------------------------------------- 10 Hartford Life Omnisource Variable ICMG Registered Variable CLASS 1 SHARES: and Annuity Life Insurance Life Separate Franklin Strategic Income Securities Insurance Yes Account One Fund Company 033-63731 Yes CLASS 2 SHARES: 811-07387 Franklin Rising Dividends Fund Franklin Small-Mid Cap Growth Securities Fund Franklin Small Cap Value Securities Fund Mutual Shares Securities Fund Templeton Growth Securities Fund Templeton Foreign Securities Fund 11 Hartford Life Stag Variable Life Hartford Life Insurance CLASS 2 SHARES: Insurance Insurance Company Separate Franklin Small Cap Value Securities Company Yes Account VL I Fund 033-53692 Yes Mutual Shares Securities Fund 811-3072 12 Hartford Life Stag Variable Life Hartford Life and Annuity CLASS 2 SHARES: and Annuity Insurance Insurance Company Separate Franklin Small Cap Value Securities Insurance Yes Account VL I Fund Company 033-61267 Yes Mutual Shares Securities Fund 811-07329 13 Hartford Life Stag Variable Life Hartford Life Insurance CLASS 2 SHARES: Insurance Artisan Company Separate Franklin Small Cap Value Securities Company Yes Account VL I Fund 333-07465 Yes Mutual Shares Securities Fund 811-3072 14 Hartford Life Stag Variable Life Hartford Life and Annuity CLASS 2 SHARES: and Annuity Artisan Insurance Company Separate Franklin Small Cap Value Securities Insurance Yes Account VL I Fund Company 333-07471 Yes Mutual Shares Securities Fund 811-07329 15 Hartford Life Stag Protector Hartford Life Insurance CLASS 2 SHARES: Insurance Variable Universal Company Separate Franklin Small Cap Value Securities Company Life Insurance Account VL I Fund Yes Yes Mutual Shares Securities Fund 333-94617 811-3072 16 Hartford Life Stag Protector Hartford Life and Annuity CLASS 2 SHARES: and Annuity Variable Universal Insurance Company Separate Franklin Small Cap Value Securities Insurance Life Insurance Account VL I Fund Company Yes Yes Mutual Shares Securities Fund 333-83057 811-07329 17 Hartford Life Stag Accumulator Hartford Life Insurance CLASS 2 SHARES: Insurance Variable Universal Company Separate Franklin Small Cap Value Securities Company Life Insurance Account VL I Fund Yes Yes Mutual Shares Securities Fund 333-50280 811-3072
D-3
PRODUCT NAME SEPARATE ACCOUNT NAME INSURANCE REGISTERED Y/N REGISTERED Y/N # COMPANY 1933 ACT # 1940 ACT # CLASSES OF SHARES AND PORTFOLIOS -------------------------------------------------------------------------------------------------------------- 18 Hartford Life Stag Accumulator Hartford Life and Annuity CLASS 2 SHARES: and Annuity Variable Universal Insurance Company Separate Franklin Small Cap Value Securities Insurance Life Insurance Account VL I Fund Company Yes Yes Mutual Shares Securities Fund 333-93319 811-07329 19 Hartford Life Stag Wall Street Hartford Life and Annuity CLASS 2 SHARES: and Annuity Variable Universal Insurance Company Separate Franklin Small Cap Value Securities Insurance Life Insurance Account VL I Fund Company Yes Yes Mutual Shares Securities Fund 333-82866 811-07329 20 Hartford Life Stag Variable Life Hartford Life Insurance CLASS 2 SHARES: Insurance Last Survivor Company Separate Franklin Small Cap Value Securities Company Yes Account VL II Fund 033-89990 Yes Mutual Shares Securities Fund 811-07271 21 Hartford Life Stag Variable Life Hartford Life and Annuity CLASS 2 SHARES: and Annuity Last Survivor Insurance Company Separate Franklin Small Cap Value Securities Insurance Yes Account VL II Fund Company 033-89988 Yes Mutual Shares Securities Fund 811-07273 22 Hartford Life Stag Variable Life Hartford Life Insurance CLASS 2 SHARES: Insurance Last Survivor II Company Separate Franklin Small Cap Value Securities Company Yes Account VL II Fund 333-88261 Yes Mutual Shares Securities Fund 811-07271 23 Hartford Life Stag Variable Life Hartford Life and Annuity CLASS 2 SHARES: and Annuity Last Survivor II Insurance Company Separate Franklin Small Cap Value Securities Insurance Yes Account VL II Fund Company 333-67373 Yes Mutual Shares Securities Fund 811-07273 24 Hartford Life Stag Protector II Hartford Life Insurance CLASS 2 SHARES: Insurance Variable Universal Company Separate Franklin Small Cap Value Securities Company Life Insurance Account VL I Fund Yes Yes Mutual Shares Securities Fund 333-109530 811-3072 25 Hartford Life Stag Protector II Hartford Life and Annuity CLASS 2 SHARES: and Annuity Variable Universal Insurance Company Separate Franklin Small Cap Value Securities Insurance Life Insurance Account VL I Fund Company Yes Yes Mutual Shares Securities Fund 333-88787 811-07329 26 Hartford Life Stag Accumulator II Hartford Life Insurance CLASS 2 SHARES: Insurance Variable Universal Company Separate Franklin Small Cap Value Securities Company Life Insurance Account VL I Fund Yes Yes Mutual Shares Securities Fund 333-109529 811-3072 27 Hartford Life Stag Accumulator II Hartford Life and Annuity CLASS 2 SHARES: and Annuity Variable Universal Insurance Company Separate Franklin Small Cap Value Securities Insurance Life Insurance Account VL I Fund Company Yes Yes Mutual Shares Securities Fund 333-07471 811-07329
D-4
PRODUCT NAME SEPARATE ACCOUNT NAME INSURANCE REGISTERED Y/N REGISTERED Y/N # COMPANY 1933 ACT # 1940 ACT # CLASSES OF SHARES AND PORTFOLIOS -------------------------------------------------------------------------------------------------------------- 28 Hartford Life Hartford Quantum Hartford Life Insurance CLASS 2 SHARES: Insurance Variable Life Company Separate Franklin Small Cap Value Securities Company Insurance Account VL I Fund Yes Yes Mutual Shares Securities Fund 333-110550 811-3072 29 Hartford Life Hartford Quantum Hartford Life and Annuity CLASS 2 SHARES: and Annuity Variable Life Insurance Company Separate Franklin Small Cap Value Securities Insurance Insurance Account VL I Fund Company Yes Yes Mutual Shares Securities Fund 333-110548 811-07329 30 Hartford Life Hartford Quantum II Hartford Life Insurance CLASS 2 SHARES: Insurance VUL Company Separate Franklin Small Cap Value Securities Company Yes Account VL I Fund 333-127379 Yes Mutual Shares Securities Fund 811-3072 31 Hartford Life Hartford Quantum II Hartford Life and Annuity CLASS 2 SHARES: and Annuity VUL Insurance Company Separate Franklin Small Cap Value Securities Insurance Yes Account VL I Fund Company 333-127380 Yes Mutual Shares Securities Fund 811-07329
D-5 SCHEDULE E THIS SCHEDULE NOT USED. E-1 SCHEDULE F RULE 12b-1 PLANS COMPENSATION SCHEDULE 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.
PORTFOLIO NAME MAXIMUM ANNUAL PAYMENT RATE --------------------------------------------------------------------------------- Franklin Rising Dividends Securities Fund 0.25% Franklin Small-Mid Cap Growth Securities Fund 0.25% Franklin Small Cap Value Securities Fund 0.25% Mutual Shares Securities Fund 0.25% Templeton Foreign Securities Fund 0.25% Templeton Growth Securities Fund 0.25%
AGREEMENT PROVISIONS If the Company, on behalf of any Account, purchases Trust Portfolio shares ("Eligible Shares") which are subject to a Rule 12b-1 plan adopted under the 1940 Act (the "Plan"), the Company may participate in the Plan. To the extent the Company or its affiliates, agents or designees (collectively "you") provide any activity or service which is primarily intended to assist in the promotion, distribution or account servicing of Eligible Shares ("Rule 12b-1 Services") or variable contracts offering Eligible Shares, the Underwriter, the Trust or their affiliates (collectively, "we") may pay you a Rule 12b-1 fee. "Rule 12b-1 Services" may include, but are not limited to, printing of prospectuses and reports used for sales purposes, preparing and distributing sales literature and related expenses, advertisements, education of dealers and their representatives, and similar distribution-related expenses, furnishing personal services to owners of Contracts which may invest in Eligible Shares ("Contract Owners"), education of Contract Owners, answering routine inquiries regarding a Portfolio, coordinating responses to Contract Owner inquiries regarding the Portfolios, maintaining such accounts or providing such other enhanced services as a Trust Portfolio or Contract may require, or providing other services eligible for service fees as defined under NASD rules. Your acceptance of such compensation is your acknowledgment that eligible services have been rendered. All Rule 12b-1 fees, shall be based on the value of Eligible Shares owned by the Company on behalf of its Accounts, and shall be calculated on the basis and at the rates set forth in the Compensation Schedule stated above. The aggregate annual fees paid pursuant to each Plan shall not exceed the amounts stated as the "annual maximums" in the Portfolio's prospectus, unless an increase is approved by shareholders as provided in the Plan. These maximums shall be a specified percent of the value of a Portfolio's net assets attributable to Eligible Shares owned by the Company on behalf of its Accounts (determined in the same manner as the Portfolio uses to compute its net assets as set F-1 forth in its effective Prospectus). The Rule 12b-1 fee will be paid to you within thirty (30) days after the end of the three-month periods ending in January, April, July and October. You shall furnish us with such information as shall reasonably be requested by the Trust's Boards of Trustees ("Trustees") with respect to the Rule 12b-1 fees paid to you pursuant to the Plans. We shall furnish to the Trustees, for their review on a quarterly basis, a written report of the amounts expended under the Plans and the purposes for which such expenditures were made. The Plans and provisions of any agreement relating to such Plans must be approved annually by a vote of the Trustees, including the Trustees who are not interested persons of the Trust and who have no financial interest in the Plans or any related agreement ("Disinterested Trustees"). Each Plan may be terminated at any time by the vote of a majority of the Disinterested Trustees, or by a vote of a majority of the outstanding shares as provided in the Plan, on sixty (60) days' written notice, without payment of any penalty. The Plans may also be terminated by any act that terminates the Underwriting Agreement between the Underwriter and the Trust, and/or the management or administration agreement between Franklin Advisers, Inc. and its affiliates and the Trust. Continuation of the Plans is also conditioned on Disinterested Trustees being ultimately responsible for selecting and nominating any new Disinterested Trustees. Under Rule 12b-1, the Trustees have a duty to request and evaluate, and persons who are party to any agreement related to a Plan have a duty to furnish, such information as may reasonably be necessary to an informed determination of whether the Plan or any agreement should be implemented or continued. Under Rule 12b-1, the Trust is permitted to implement or continue Plans or the provisions of any agreement relating to such Plans from year-to-year only if, based on certain legal considerations, the Trustees are able to conclude that the Plans will benefit each affected Trust Portfolio and class. Absent such yearly determination, the Plans must be terminated as set forth above. In the event of the termination of the Plans for any reason, the provisions of this Schedule F relating to the Plans will also terminate. You agree that your selling agreements with persons or entities through whom you intend to distribute Contracts will provide that compensation paid to such persons or entities may be reduced if a Portfolio's Plan is no longer effective or is no longer applicable to such Portfolio or class of shares available under the Contracts. Any obligation assumed by the Trust pursuant to this Agreement shall be limited in all cases to the assets of the Trust and no person shall seek satisfaction thereof from shareholders of the Trust. You agree to waive payment of any amounts payable to you by Underwriter under a Plan until such time as the Underwriter has received such fee from the Trust. The provisions of the Plans shall control over the provisions of the Participation Agreement, including this Schedule F, in the event of any inconsistency. You agree to provide complete disclosure as required by all applicable statutes, rules and regulations of all rule 12b-1 fees received from us in the prospectus of the Contracts. F-2 SCHEDULE G ADDRESSES FOR NOTICES To the Company or the Distributor: Hartford Life Insurance Company, or Hartford Life and Annuity Insurance Company, or Hartford Securities Distribution Company, Inc. Hartford Equity Sales Company, Inc. 200 Hopmeadow Street Simsbury, Connecticut 06089 Attention: Robert Arena Senior Vice President With a copy to: Hartford Life Insurance Company or Hartford Life and Annuity Insurance Company 200 Hopmeadow Street Simsbury, Connecticut 06089 Attention: Alan Kreezko, Deputy General Counsel To the Trust: Franklin Templeton Variable Insurance Products Trust 1 Franklin Parkway, Bldg. 920, 2nd Floor San Mateo, California 94403 Attention: Karen L. Skidmore Assistant Vice President To the Underwriter: Franklin Templeton Distributors, Inc. 1 Franklin Parkway, Bldg. 910, 3rd Floor San Mateo, California 94403 Attention: Thomas Regner Senior Vice President If to the Trust or Underwriter with a copy to: General Counsel Franklin Templeton Investments One Franklin Parkway, Bldg. 920 2nd Floor San Mateo, California 94403 G-1 SCHEDULE H SHARED FUNDING ORDER Templeton Variable Products Series Fund, et al. File No. 812-11698 SECURITIES AND EXCHANGE COMMISSION Release No. IC-24018 1999 SEC LEXIS 1887 September 17, 1999 ACTION: Notice of application for an amended order of exemption pursuant to Section 6(c) of the Investment Company Act of 1940 (the "1940 Act") from the provisions of Sections 9(a), 13(a), 15(a) and 15(b) of the 1940 Act and Rules 6e-2(b)(15) and 6e-3(T)(b)(15) thereunder. TEXT: Summary of Application: Templeton Variable Products Series Fund (the "Templeton Trust"), Franklin Templeton Variable Insurance Products Trust (formerly Franklin Valuemark Funds) (the "VIP Trust," and together with the Templeton Trust, the "Funds"), Templeton Funds Annuity Company ("TFAC") or any successor to TFAC, and any future open-end investment company for which TFAC or any affiliate is the administrator, sub-administrator, investment manager, adviser, principal underwriter, or sponsor ("Future Funds") seek an amended order of the Commission to (1) add as parties to that order the VIP Trust and any Future Funds and (2) permit shares of the Funds and Future Funds to be issued to and held by qualified pension and retirement plans outside the separate account context. Applicants: Templeton Variable Products Series Fund, Franklin Templeton Variable Insurance Products Trust, Templeton Funds Annuity Company or any successor to TFAC, and any future open-end investment company for which TFAC or any affiliate is the administrator, sub-administrator, investment manager, adviser, principal underwriter, or sponsor (collectively, the "Applicants"). Filing Date: The application was filed on July 14, 1999, and amended and restated on September 17, 1999. Hearing or Notification of Hearing: An order granting the application will be issued unless the Commission orders a hearing. Interested persons may request a hearing by writing to the Secretary of the Commission and serving Applicants with a copy of the request, personally or by mail. Hearing requests should be received by the Commission by 5:30 p.m., on October 12, 1999, and should be accompanied by proof of service on the Applicants in the form of an affidavit or, for lawyers, a certificate of service. Hearing requests should state the nature of the writer's interest, the reason for the request, and the issues contested. Persons who wish to be notified of a hearing may request notification by writing to the Secretary of the Commission. Addresses: Secretary, Securities and Exchange Commission, 450 Fifth Street, NW. Washington, D.C. 20549-0609. Applicants: Templeton Variable Products Series Fund and Franklin Templeton Variable Insurance Products Trust, 777 Mariners Island Boulevard, San Mateo, California 94404, Attn: Karen L. Skidmore, Esq. For Further Information Contact: Kevin P. McEnery, Senior Counsel, or Susan M. Olson, Branch Chief, Office of Insurance Products, Division of Investment Management, at (202) 942-0670. H-1 Supplementary Information: The following is a summary of the application. The complete application is available for a fee from the SEC's Public Reference Branch, 450 Fifth Street, N.W., Washington, D.C. 20549-0102 (tel. (202) 942-8090). Applicants' Representations: 1. Each of the Funds is registered under the 1940 Act as an open-end management investment company and was organized as a Massachusetts business trust. The Templeton Trust currently consists of eight separate series, and the VIP Trust consists of twenty-five separate series. Each Fund's Declaration of Trust permits the Trustees to create additional series of shares at any time. The Funds currently serve as the underlying investment medium for variable annuity contracts and variable life insurance policies issued by various insurance companies. The Funds have entered into investment management agreements with certain investment managers ("Investment Managers") directly or indirectly owned by Franklin Resources, Inc. ("Resources"), a publicly owned company engaged in the financial services industry through its subsidiaries. 2. TFAC is an indirect, wholly owned subsidiary of Resources. TFAC is the sole insurance company in the Franklin Templeton organization, and specializes in the writing of variable annuity contracts. The Templeton Trust has entered into a Fund Administration Agreement with Franklin Templeton Services, Inc. ("FT Services"), which replaced TFAC in 1998 as administrator, and FT Services subcontracts certain services to TFAC. FT Services also serves as administrator to all series of the VIP Trust. TFAC and FT Services provide certain administrative facilities and services for the VIP and Templeton Trusts. 3. On November 16, 1993, the Commission issued an order granting exemptive relief to permit shares of the Templeton Trust to be sold to and held by variable annuity and variable life insurance separate accounts of both affiliated and unaffiliated life insurance companies (Investment Company Act Release No. 19879, File No. 812-8546) (the "Original Order"). Applicants incorporate by reference into the application the Application for the Original Order and each amendment thereto, the Notice of Application for the Original Order, and the Original Order, to the extent necessary, to supplement the representations made in the application in support of the requested relief. Applicants represent that all of the facts asserted in the Application for the Original Order and any amendments thereto remain true and accurate in all material respects to the extent that such facts are relevant to any relief on which Applicants continue to rely. The Original Order allows the Templeton Trust to offer its shares to insurance companies as the investment vehicle for their separate accounts supporting variable annuity contracts and variable life insurance contracts (collectively, the "Variable Contracts"). Applicants state that the Original Order does not (i) include the VIP Trust or Future Funds as parties, not (ii) expressly address the sale of shares of the Funds or any Future Funds to qualified pension and retirement plans outside the separate account context including, without limitation, those trusts, plans, accounts, contracts or annuities described in Sections 401(a), 403(a), 403(b), 408(b), 408(k), 414(d), 457(b), 501(c)(18) of the Internal Revenue Code of 1986, as amended (the "Code"), and any other trust, plan, contract, account or annuity that is determined to be within the scope of Treasury Regulation 1.817.5(f)(3)(iii) ("Qualified Plans"). 4. Separate accounts owning shares of the Funds and their insurance company depositors are referred to in the application as "Participating Separate Accounts" and "Participating Insurance Companies," respectively. The use of a common management investment company as the underlying investment medium for both variable annuity and variable life insurance separate accounts of a single insurance company (or of two or more affiliated insurance companies) is referred to as "mixed funding." The use of a common management investment company as the underlying investment medium for variable annuity and/or variable life insurance separate accounts of unaffiliated insurance companies is referred to as "shared funding." Applicants' Legal Analysis: 1. Applicants request that the Commission issue an amended order pursuant to Section 6(c) of the 1940 Act, adding the VIP Trust and Future Funds to the Original Order and exempting scheduled premium variable life insurance separate accounts and flexible premium variable life insurance separate accounts of Participating Insurance Companies (and, to the extent necessary, any principal underwriter and depositor of such an account) and the Applicants from Sections 9(a), 13(a), 15(a) and 15(b) of the 1940 Act, and Rules 6e-2(b)(15) and 6e-3(T)(b)(15) H-2 (and any comparable rule) thereunder, respectively, to the extent necessary to permit shares of the Funds and any Future Funds to be sold to and held by Qualified Plans. Applicants submit that the exemptions requested are appropriate in the public interest, consistent with the protection of investors, and consistent with the purposes fairly intended by the policy and provisions of the 1940 Act. 2. The Original Order does not include the VIP Trust or Future Funds as parties nor expressly address the sale of shares of the Funds or any Future Funds to Qualified Plans. Applicants propose that the VIP Trust and Future Funds be added as parties to the Original Order and the Funds and any Future Funds be permitted to offer and sell their shares to Qualified Plans. 3. Section 6(c) of the 1940 Act provides, in part, that the Commission, by order upon application, may conditionally or unconditionally exempt any person, security or transaction, or any class or classes of persons, securities or transactions from any provisions of the 1940 Act or the rules or regulations thereunder, if and to the extent that such exemption is necessary or appropriate in the public interest and consistent with the protection of investors and the purposes fairly intended by the policy and provisions of the 1940 Act. 4. In connection with the funding of scheduled premium variable life insurance contracts issued through a separate account registered under the 1940 Act as a unit investment trust ("UIT"), Rule 6e-2(b)(15) provides partial exemptions from various provisions of the 1940 Act, including the following: (1) Section 9(a), which makes it unlawful for certain individuals to act in the capacity of employee, officer, or director for a UIT, by limiting the application of the eligibility restrictions in Section 9(a) to affiliated persons directly participating in the management of a registered management investment company; and (2) Sections 13(a), 15(a) and 15(b) of the 1940 Act to the extent that those sections might be deemed to require "pass-through" voting with respect to an underlying fund's shares, by allowing an insurance company to disregard the voting instructions of contractowners in certain circumstances. 5. These exemptions are available, however, only where the management investment company underlying the separate account (the "underlying fund") offers its shares "exclusively to variable life insurance separate accounts of the life insurer, or of any affiliated life insurance company." Therefore, Rule 6e-2 does not permit either mixed funding or shared funding because the relief granted by Rule 6e-2(b)(15) is not available with respect to a scheduled premium variable life insurance separate account that owns shares of an underlying fund that also offers its shares to a variable annuity or a flexible premium variable life insurance separate account of the same company or of any affiliated life insurance company. Rule 6e-2(b)(l5) also does not permit the sale of shares of the underlying fund to Qualified Plans. 6. In connection with flexible premium variable life insurance contracts issued through a separate account registered under the 1940 Act as a UIT, Rule 6e-3(T)(b)(15) also provides partial exemptions from Sections 9(a), 13(a), 15(a) and 15(b) of the 1940 Act. These exemptions, however, are available only where the separate account's underlying fund offers its shares "exclusively to separate accounts of the life insurer, or of any affiliated life insurance company, offering either scheduled contracts or flexible contracts, or both; or which also offer their shares to variable annuity separate accounts of the life insurer or of an affiliated life insurance company." Therefore, Rule 6e-3(T) permits mixed funding but does not permit shared funding and also does not permit the sale of shares of the underlying fund to Qualified Plans. As noted above, the Original Order granted the Templeton Trust exemptive relief to permit mixed and shared funding, but did not expressly address the sale of its shares to Qualified Plans. 7. Applicants note that if the Funds were to sell their shares only to Qualified Plans, exemptive relief under Rule 6e-2 and Rule 6e-3(T) would not be necessary. Applicants state that the relief provided for under Rule 6e-2(b)(l5) and Rule 6e-3(T)(b)(15) does not relate to qualified pension and retirement plans or to a registered investment company's ability to sell its shares to such plans. 8. Applicants state that changes in the federal tax law have created the opportunity for each of the Funds to increase its asset base through the sale of its shares to Qualified Plans. Applicants state that Section 817(h) of the Internal Revenue Code of 1986, as amended (the "Code"), imposes certain diversification standards on the assets underlying Variable Contracts. Treasury Regulations generally require that, to meet the diversification requirements, all of the beneficial interests in the underlying investment company must be held by the segregated asset accounts of H-3 one or more life insurance companies. Notwithstanding this, Applicants note that the Treasury Regulations also contain an exception to this requirement that permits trustees of a Qualified Plan to hold shares of an investment company, the shares of which are also held by insurance company segregated asset accounts, without adversely affecting the status of the investment company as an adequately diversified underlying investment of Variable Contracts issued through such segregated asset accounts (Treas. Reg. 1.817-5(f)(3)(iii)). 9. Applicants state that the promulgation of Rules 6e-2(b)(15) and 6e-3(T)(b)(15) under the 1940 Act preceded the issuance of these Treasury Regulations. Thus, Applicants assert that the sale of shares of the same investment company to both separate accounts and Qualified Plans was not contemplated at the time of the adoption of Rules 6e-2(b)(15) and 6e-3(T)(b)(15). 10. Section 9(a) provides that it is unlawful for any company to serve as investment adviser or principal underwriter of any registered open-end investment company if an affiliated person of that company is subject to a disqualification enumerated in Section 9(a)(1) or (2). Rules 6e-2(b)(l5) and 6e-3(T)(b)(15) provide exemptions from Section 9(a) under certain circumstances, subject to the limitations on mixed and shared funding. These exemptions limit the application of the eligibility restrictions to affiliated individuals or companies that directly participate in the management of the underlying portfolio investment company. 11. Applicants state that the relief granted in Rule 6e-2(b)(15) and 6e-3(T)(b)(15) from the requirements of Section 9 limits, in effect, the amount of monitoring of an insurer's personnel that would otherwise be necessary to ensure compliance with Section 9 to that which is appropriate in light of the policy and purposes of Section 9. Applicants submit that those Rules recognize that it is not necessary for the protection of investors or the purposes fairly intended by the policy and provisions of the 1940 Act to apply the provisions of Section 9(a) to the many individuals involved in an insurance company complex, most of whom typically will have no involvement in matters pertaining to investment companies funding the separate accounts. 12. Applicants to the Original Order previously requested and received relief from Section 9(a) and Rules 6e-2(b)(15) and 6e-3(T)(b)(15) to the extent necessary to permit mixed and shared funding. Applicants maintain that the relief previously granted from Section 9(a) will in no way be affected by the proposed sale of shares of the Funds to Qualified Plans. Those individuals who participate in the management or administration of the Funds will remain the same regardless of which Qualified Plans use such Funds. Applicants maintain that more broadly applying the requirements of Section 9(a) because of investment by Qualified Plans would not serve any regulatory purpose. Moreover, Qualified Plans, unlike separate accounts, are not themselves investment companies and therefore are not subject to Section 9 of the 1940 Act. 13. Applicants state that Rules 6e-2(b)(15)(iii) and 6e-3(T)(b)(15)(iii) provide exemptions from the pass-through voting requirement with respect to several significant matters, assuming the limitations on mixed and shared funding are observed. Rules 6e-2(b)(15)(iii)(A) and 6e-3(T)(b)(15)(iii)(A) provide that the insurance company may disregard the voting instructions of its contractowners with respect to the investments of an underlying fund or any contract between a fund and its investment adviser, when required to do so by an insurance regulatory authority (subject to the provisions of paragraphs (b)(5)(i) and (b)(7)(ii)(A) of the Rules). Rules 6e-2(b)(15)(iii)(B) and 6e-3(T)(b)(15)(iii)(A)(2) provide that the insurance company may disregard contractowners' voting instructions if the contractowners initiate any change in such company's investment policies, principal underwriter, or any investment adviser (provided that disregarding such voting instructions is reasonable and subject to the other provisions of paragraphs (b)(5)(ii) and (b)(7)(ii)(B) and (C) of the Rules). 14. Applicants assert that Qualified Plans, which are not registered as investment companies under the 1940 Act, have no requirement to pass-through the voting rights to plan participants. Applicants state that applicable law expressly reserves voting rights to certain specified persons. Under Section 403(a) of the Employment Retirement Income Security Act ("ERISA"), shares of a fund sold to a Qualified Plan must be held by the trustees of the Qualified Plan. Section 403(a) also provides that the trustee(s) must have exclusive authority and discretion to manage and control the Qualified Plan with two exceptions: (1) when the Qualified Plan expressly provides that the trustee(s) are subject to the direction of a named fiduciary who is not a trustee, in which case the trustees are subject to proper directions made in accordance with the terms of the Qualified Plan and not contrary to ERISA; and (2) when the authority to manage, acquire or dispose of assets of the Qualified Plan is delegated to one or more H-4 investment managers pursuant to Section 402(c)(3) of ERISA. Unless one of the two above exceptions stated in Section 403(a) applies, Qualified Plan trustees have the exclusive authority and responsibility for voting proxies. Where a named fiduciary to a Qualified Plan appoints an investment manager, the investment manager has the responsibility to vote the shares held unless the right to vote such shares is reserved to the trustees or the named fiduciary. Where a Qualified Plan does not provide participants with the right to give voting instructions. Applicants do not see any potential for material irreconcilable conflicts of interest between or among variable contract holders and Qualified Plan investors with respect to voting of the respective Fund's shares. Accordingly, Applicants state that, unlike the case with insurance company separate accounts, the issue of the resolution of material irreconcilable conflicts with respect to voting is not present with respect to such Qualified Plans since the Qualified Plans are not entitled to pass-through voting privileges. 15. Even if a Qualified Plan were to hold a controlling interest in one of the Funds, Applicants believe that such control would not disadvantage other investors in such Fund to any greater extent than is the case when any institutional shareholder holds a majority of the voting securities of any open-end management investment company. In this regard, Applicants submit that investment in a Fund by a Qualified Plan will not create any of the voting complications occasioned by mixed funding or shared funding. Unlike mixed or shared funding, Qualified Plan investor voting rights cannot be frustrated by veto rights of insurers or state regulators. 16. Applicants state that some of the Qualified Plans, however, may provide for the trustee(s), an investment adviser (or advisers), or another named fiduciary to exercise voting rights in accordance with instructions from participants. Where a Qualified Plan provides participants with the right to give voting instructions, Applicants see no reason to believe that participants in Qualified Plans generally or those in a particular Qualified Plan, either as a single group or in combination with participants in other Qualified Plans, would vote in a manner that would disadvantage Variable Contract holders. In sum, Applicants maintain that the purchase of shares of the Funds by Qualified Plans that provide voting rights does not present any complications not otherwise occasioned by mixed or shared funding. 17. Applicants do not believe that the sale of the shares of the Funds to Qualified Plans will increase the potential for material irreconcilable conflicts of interest between or among different types of investors. In particular, Applicants see very little potential for such conflicts beyond that which would otherwise exist between variable annuity and variable life insurance contractowners. 18. As noted above, Section 817(h) of the Code imposes certain diversification standards on the underlying assets of variable contracts held in an underlying mutual fund. The Code provides that a variable contract shall not be treated as an annuity contract or life insurance, as applicable, for any period (and any subsequent period) for which the investments are not, in accordance with regulations prescribed by the Treasury Department, adequately diversified. 19. Treasury Department Regulations issued under Section 817(h) Provide that, in order to meet the statutory diversification requirements, all of the beneficial interests in the investment company must be held by the segregated asset accounts of one or more insurance companies. However, the Regulations contain certain exceptions to this requirement, one of which allows shares in an underlying mutual fund to be held by the trustees of a qualified pension or retirement plan without adversely affecting the ability of shares in the underlying fund also to be held by separate accounts of insurance companies in connection with their variable contracts (Treas. Reg. 1.817-5(f)(3)(iii)). Thus, Applicants believe that the Treasury Regulations specifically permit "qualified pension or retirement plans" and separate accounts to invest in the same underlying fund. For this reason, Applicants have concluded that neither the Code nor the Treasury Regulations or revenue rulings thereunder presents any inherent conflict of interest. 20. Applicants note that while there are differences in the manner in which distributions from Variable Contracts and Qualified Plans are taxed, these differences will have no impact on the Funds. When distributions are to be made, and a Separate Account or Qualified Plan is unable to net purchase payments to make the distributions, the Separate Account and Qualified Plan will redeem shares of the Funds at their respective net asset value in conformity with Rule 22c-1 under the 1940 Act (without the imposition of any sales charge) to provide proceeds to meet distribution needs. A Qualified Plan will make distributions in accordance with the terms of the Qualified Plan. H-5 21. Applicants maintain that it is possible to provide an equitable means of giving voting rights to Participating Separate Account contractowners and to Qualified Plans. In connection with any meeting of shareholders, the Funds will inform each shareholder, including each Participating Insurance Company and Qualified Plan, of information necessary for the meeting, including their respective share of ownership in the relevant Fund. Each Participating Insurance Company will then solicit voting instructions in accordance with Rules 6e-2 and 6e-3(T), as applicable, and its participation agreement with the relevant Fund. Shares held by Qualified Plans will be voted in accordance with applicable law. The voting rights provided to Qualified Plans with respect to shares of the Funds would be no different from the voting rights that are provided to Qualified Plans with respect to shares of funds sold to the general public. 22. Applicants have concluded that even if there should arise issues with respect to a state insurance commissioner's veto powers over investment objectives where the interests of contractowners and the interests of Qualified Plans are in conflict, the issues can be almost immediately resolved since the trustees of (or participants in) the Qualified Plans can, on their own, redeem the shares out of the Funds. Applicants note that state insurance commissioners have been given the veto power in recognition of the fact that insurance companies usually cannot simply redeem their separate accounts out of one fund and invest in another. Generally, time-consuming, complex transactions must be undertaken to accomplish such redemptions and transfers. Conversely, the trustees of Qualified Plans or the participants in participant-directed Qualified Plans can make the decision quickly and redeem their interest in the Funds and reinvest in another funding vehicle without the same regulatory impediments faced by separate accounts or, as is the case with most Qualified Plans, even hold cash pending suitable investment. 23. Applicants also state that they do not see any greater potential for material irreconcilable conflicts arising between the interests of participants under Qualified Plans and contractowners of Participating Separate Accounts from possible future changes in the federal tax laws than that which already exist between variable annuity contractowners and variable life insurance contractowners. 24. Applicants state that the sale of shares of the Funds to Qualified Plans in addition to separate accounts of Participating Insurance Companies will result in an increased amount of assets available for investment by the Funds. This may benefit variable contractowners by promoting economies of scale, by permitting increased safety of investments through greater diversification, and by making the addition of new portfolios more feasible. 25. Applicants assert that, regardless of the type of shareholders in each Fund, each Fund's Investment Manager is or would be contractually and otherwise obligated to manage the Fund solely and exclusively in accordance with that Fund's investment objectives, policies and restrictions as well as any guidelines established by the Board of Trustees of such Fund (the "Board"). The Investment Manager works with a pool of money and (except in a few instances where this may be required in order to comply with state insurance laws) does not take into account the identity of the shareholders. Thus, each Fund will be managed in the same manner as any other mutual fund. Applicants therefore see no significant legal impediment to permitting the sale of shares of the Funds to Qualified Plans. 26. Applicants state that the Commission has permitted the amendment of a substantially similar original order for the purpose of adding a party to the original order and has permitted open-end management investment companies to offer their shares directly to Qualified Plan in addition to separate accounts of affiliated or unaffiliated insurance companies which issue either or both variable annuity contracts or variable life insurance contracts. Applicants state that the amended order sought in the application is identical to precedent with respect to the conditions Applicants propose should be imposed on Qualified Plans in connection with investment in the Funds. Applicants' Conditions: If the requested amended order is granted, Applicants consent to the following conditions: 1. A majority of the Board of each Fund shall consist of persons who are not "interested persons" thereof, as defined by Section 2(a)(19) of the 1940 Act, and the rules thereunder and as modified by any applicable orders of the Commission, except that if this condition is not met by reason of the death, disqualification or bona fide resignation of any Board Member or Members, then the operation of this condition shall be suspended: (a) for a period of 45 days if the vacancy or vacancies may be filled by the remaining Board Members; (b) for a period of 60 days if a vote H-6 of shareholders is required to fill the vacancy or vacancies; or (c) for such longer period as the Commission may prescribe by order upon application. 2. The Board will monitor their respective Fund for the existence of any material irreconcilable conflict among the interests of the Variable Contract owners of all Separate Accounts investing in the Funds and of the Qualified Plan participants investing in the Funds. The Board will determine what action, if any, shall be taken in response to such conflicts. A material irreconcilable conflict may arise for a variety of reasons, including: (a) an action by any state insurance regulatory authority; (b) a change in applicable federal or state insurance, tax or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretive letter, or any similar action by insurance, tax or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of the Funds are being managed; (e) a difference in voting instructions given by variable annuity contract owners, variable life insurance contract owners, and trustees of Qualified Plans; (f) a decision by an insurer to disregard the voting instructions of Variable Contract owners; or (g) if applicable, a decision by a Qualified Plan to disregard the voting instructions of Qualified Plan participants. 3. Participating Insurance Companies, the Investment Managers, and any Qualified Plan that executes a fund participation agreement upon becoming an owner of 10 percent or more of the assets of an Fund (a "Participating Qualified Plan"), will report any potential or existing conflicts of which it becomes aware to the Board of any relevant Fund. Participating Insurance Companies, the Investment Managers and the Participating Qualified Plans will be responsible for assisting the Board in carrying out its responsibilities under these conditions by providing the Board with all information reasonably necessary for the Board to consider any issues raised. This responsibility includes, but is not limited to, an obligation by each Participating Insurance Company to inform the Board whenever voting instructions of Contract owners are disregarded and, if pass-through voting is applicable, an obligation by each Participating Qualified Plan to inform the Board whenever it has determined to disregard Qualified Plan participant voting instructions. The responsibility to report such information and conflicts, and to assist the Board, will be contractual obligations of all Participating Insurance Companies investing in the Funds under their agreement governing participation in the Funds, and such agreements shall provide that these responsibilities will be carried out with a view only to the interest of the Variable Contract owners. The responsibility to report such information and conflicts, and to assist the Board, will be contractual obligations of all Participating Qualified Plans under their agreements governing participation in the Funds, and such agreements will provide that their responsibilities will be carried out with a view only to the interests of Qualified Plan participants. 4. If it is determined by a majority of the Board of a Fund, or by a majority of the disinterested Board Members, that a material irreconcilable conflict exists, the relevant Participating Insurance companies and Participating Qualified Plans will, at their own expense and to the extent reasonably practicable as determined by a majority of the disinterested Board Members, take whatever steps are necessary to remedy or eliminate the material irreconcilable conflict, which steps could include: (a) in the case of Participating Insurance Companies, withdrawing the assets allocable to some or all of the Separate Account s from the Fund or any portfolio thereof and reinvesting such assets in a different investment medium, including another portfolio of an Fund or another Fund, or submitting the question as to whether such segregation should be implemented to a vote of all affected Variable Contract owners and, as appropriate, segregating the assets of any appropriate group (i.e., variable annuity contract owners or variable life insurance contract owners of one or more Participating Insurance Companies) that votes in favor of such segregation, or offering to the affected Variable Contract owners the option of making such a change; (b) in the case of Participating Qualified Plans, withdrawing the assets allocable to some or all of the Qualified Plans from the Fund and reinvesting such assets in a different investment medium; and (c) establishing a new registered management investment company or managed Separate Account. If a material irreconcilable conflict arises because of a decision by a Participating Insurance Company to disregard Variable Contract owner voting instructions, and that decision represents a minority position or would preclude a majority vote, then the insurer may be required, at the Fund's election, to withdraw the insurer's Separate Account investment in such Fund, and no charge or penalty will be imposed its a result of such withdrawal. If a material irreconcilable conflict arises because of a Participating Qualified Plan's decision to disregard Qualified Plan participant voting instructions, if applicable, and that decision represents minority position or would preclude a majority vote, the Participating Qualified Plan may be required, at the Fund's election, to withdraw its investment in such Fund, and no charge or penalty will be imposed as a result of such withdrawal. The responsibility to take remedial action in the event of a determination by a Board of a material irreconcilable conflict and to bear the cost of such remedial action will be a contractual obligation of all Participating H-7 Insurance Companies and Participating Qualified Plans under their agreements governing participation in the Funds, and these responsibilities will be carried out with a view only to the interest of Variable Contract owners and Qualified Plan participants. 5. For purposes of Condition 4, a majority of the disinterested Board Members of the applicable Board will determine whether or not any proposed action adequately remedies any material irreconcilable conflict, but in no event will the relevant Fund or the Investment Managers be required to establish a new funding medium for any Contract. No Participating Insurance Company shall be required by Condition 4 to establish a new funding medium for any Variable Contract if any offer to do so has been declined by vote of a majority of the Variable Contract owners materially and adversely affected by the material irreconcilable conflict. Further, no Participating Qualified Plan shall be required by Condition 4 to establish a new funding medium for any Participating Qualified Plan if (a) a majority of Qualified Plan participants materially and adversely affected by the irreconcilable material conflict vote to decline such offer, or (b) pursuant to governing Qualified Plan documents and applicable law, the Participating Qualified Plan makes such decision without a Qualified Plan participant vote. 6. The determination of the Board of the existence of a material irreconcilable conflict and its implications will be made known in writing promptly to all Participating Insurance Companies and Participating Qualified Plans. 7. Participating Insurance Companies will provide pass-through voting privileges to Variable Contract owners who invest in registered Separate Accounts so long as and to the extent that the Commission continues to interpret the 1940 Act as requiring pass-through voting privileges for Variable Contract owners. As to Variable Contracts issued by unregistered Separate Accounts, pass-through voting privileges will be extended to participants to the extent granted by issuing insurance companies. Each Participating Insurance Company will also vote shares of the Funds held in its Separate Accounts for which no voting instructions from Contract owners are timely received, as well as shares of the Funds which the Participating Insurance Company itself owns, in the same proportion as those shares of the Funds for which voting instructions from contract owners are timely received. Participating Insurance Companies will be responsible for assuring that each of their registered Separate Accounts participating in the Funds calculates voting privileges in a manner consistent with other Participating Insurance Companies. The obligation to calculate voting privileges in a manner consistent with all other registered Separate Accounts investing in the Funds will be a contractual obligation of all Participating Insurance Companies under their agreements governing their participation in the Funds. Each Participating Qualified Plan will vote as required by applicable law and governing Qualified Plan documents. 8. All reports of potential or existing conflicts received by the Board of a Fund and all action by such Board with regard to determining the existence of a conflict, notifying Participating Insurance Companies and Participating Qualified Plans of a conflict, and determining whether any proposed action adequately remedies a conflict, will be properly recorded in the minutes of the meetings of such Board or other appropriate records, and such minutes or other records shall be made available to the Commission upon request. 9. Each Fund will notify all Participating Insurance Companies that separate disclosure in their respective Separate Account prospectuses may be appropriate to advise accounts regarding the potential risks of mixed and shared funding. Each Fund shall disclose in its prospectus that (a) the Fund is intended to be a funding vehicle for variable annuity and variable life insurance contracts offered by various insurance companies and for qualified pension and retirement plans; (b) due to differences of tax treatment and other considerations, the interests of various Contract owners participating in the Fund and/or the interests of Qualified Plans investing in the Fund may at some time be in conflict; and (c) the Board of such Fund will monitor events in order to identify the existence of any material irreconcilable conflicts and to determine what action, if any, should be taken in response to any such conflict. 10. Each Fund will comply with all provisions of the 1940 Act requiring voting by shareholders (which, for these purposes, will be the persons having a voting interest in the shares of the Funds), and, in particular, the Funds will either provide for annual shareholder meetings (except insofar as the Commission may interpret Section 16 of the 1940 Act not to require such meetings) or comply with Section 16(c) of the 1940 Act, although the Funds are not the type of trust described in Section 16(c) of the 1940 Act, as well as with Section 16(a) of the 1940 Act and, if and when applicable, Section 16(b) of the 1940 Act. Further, each Fund will act in accordance with the Commission's H-8 interpretation of the requirements of Section 16(a) with respect to periodic elections of Board Members and with whatever rules the Commission may promulgate with respect thereto. 11. If and to the extent Rules 6e-2 or 6e-3(T) under the 1940 Act is amended, or proposed Rule 6e-3 under the 1940 Act is adopted, to provide exemptive relief from any provision of the 1940 Act or the rules promulgated thereunder, with respect to mixed or shared funding on terms and conditions materially different from any exemptions granted in the order requested in the application, then the Funds and/or Participating Insurance Companies and Participating Qualified Plans, as appropriate, shall take such steps as may be necessary to comply with such Rules 6e-2 and 6e-3(T), as amended, or proposed Rule 6e-3, as adopted, to the extent that such Rules are applicable. 12. The Participating Insurance Companies and Participating Qualified Plans and/or the Investment Managers, at least annually, will submit to the Board such reports, materials or data as the Board may reasonably request so that the Board may fully carry out obligations imposed upon it by the conditions contained in the application. Such reports, materials and data will be submitted more frequently if deemed appropriate by the Board. The obligations of the Participating Insurance Companies and Participating Qualified Plans to provide these reports, materials and data to the Board, when the Board so reasonably requests, shall be a contractual obligation of all Participating Insurance Companies and Participating Qualified Plans under their agreements governing Participation in the Funds. 13. If a Qualified Plan should ever become a holder of ten percent or more of the assets of a Fund, such Qualified Plan will execute a participation agreement with the Fund that includes the conditions set forth herein to the extent applicable. A Qualified Plan will execute an application containing an acknowledgment of this condition upon such Qualified Plan's initial purchase of the shares of any Fund. Conclusion: Applicants assert that, for the reasons summarized above, the requested exemptions are appropriate in the public interest and consistent with the protection of investors and the purposes fairly intended by the policy and provisions of the 1940 Act. For the Commission, by the Division of Investment Management, pursuant to delegated authority. H-9 Templeton Variable Products Series Fund, et al. File No. 812-11698 SECURITIES AND EXCHANGE COMMISSION Release No. IC-24079 1999 SEC LEXIS 2177 October 13, 1999 ACTION: Order Granting Exemptions TEXT: Templeton Variable Products Series Fund ("Templeton Trust"), Franklin Templeton Variable Insurance Products Trust ("VIP Trust"), Templeton Funds Annuity Company ("TFAC") or any successor to TFAC, and any future open-end investment company for which TFAC or any affiliate is the administrator, sub-administrator, investment manager, adviser, principal underwriter, or sponsor ("Future Funds") filed an application on July 14, 1999, and an amendment on September 17, 1999 seeking an amended order of the Commission pursuant to Section 6(c) of the Investment Company Act of 1940 ("1940 Act") exempting them from the provisions of Sections 9(a), 13(a), 15(a) and 15(b) of the 1940 Act and Rules 6e-2(b)(l5) and 6e-3(T)(b)(15). The prior order (Rel. No. IC-19879) granted exemptive relief to permit shares of the Templeton Trust to be sold to and held by variable annuity and variable life insurance separate accounts of both affiliated and unaffiliated life insurance companies. The proposed relief would amend the prior order to add as parties to that order the VIP Trust and any Future Funds and to permit shares of the Templeton Trust, the VIP Trust, and Future Funds to be issued to and held by qualified pension and retirement plans outside the separate account context. A notice of the filing of the application was issued on September 17, 1999 (Rel. No. IC-24018). The notice gave interested persons an opportunity to request a hearing and stated that on order granting the application would be issued unless a hearing should be ordered. No request for a hearing has been filed, and the Commission has not ordered a hearing. The matter has been considered, and it is found that granting the requested exemptions is appropriate in the public interest and consistent with the protection of investors and the purposes intended by the policy and provisions of the 1940 Act. Accordingly, IT IS ORDERED, pursuant to Section 6(c) of the 1940 Act, that the requested exemptions from Sections 9(a), 13(a), 15(a) and 15(b) of the 1940 Act, and Rules 6e-2(b)(15) and 6e-3(T)(b)(15) thereunder, be, and hereby are, granted, effective forthwith. For the Commission, by the Division of Investment Management, pursuant to delegated authority. H-10 AMENDMENT TO PARTICIPATION AGREEMENT -- HARTFORD NON-LEADERS by and among Franklin Templeton Variable Insurance Products Trust Franklin/Templeton Distributors, Inc. Hartford Life Insurance Company Hartford Life and Annuity Insurance Company Hartford Securities Distribution Company, Inc. Hartford Equity Sales Company, Inc. Franklin Templeton Variable Insurance Products Trust (the "Trust"), Franklin/Templeton Distributors, Inc. (the "Underwriter," and together with the Trust, "we" or "us") and Hartford Life Insurance Company and Hartford Life and Annuity Insurance Company (together "you"), Hartford Securities Distribution Company, Inc. and Hartford Equity Sales Company, Inc., your distributor, on your behalf and on behalf of certain Accounts, have previously entered into a Participation Agreement -- Hartford Non-Leaders dated May 1, 2000 (the "Agreement"). The parties now desire to amend the Agreement in this amendment (the "Amendment"). The purpose of the Amendment is to document the intentions of the parties to communicate, process and settle purchase and redemptions for shares (collectively, "share transactions") via the Fund/SERV and Networking systems of the National Securities Clearing Corporation ("NSCC"). For purposes of this Amendment, "Fund/SERV" shall mean NSCC's Mutual Fund Settlement, Entry and Registration Verification System, a system for automated, centralized processing of mutual fund purchase and redemption orders, settlement, and account registration; "Networking" shall mean NSCC's system that allows mutual funds and life insurance companies to exchange account level information electronically; and "Settling Bank" shall mean the entity appointed by the Trust or you, as applicable, to perform such settlement services on behalf of the Trust and you, as applicable, which entity agrees to abide by NSCC's then current rules and procedures insofar as they relate to same day funds settlement. In all cases, processing and settlement of share transactions shall be done in a manner consistent with applicable law. 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. In lieu of applicable provisions set forth in Section 3 of the Agreement, the parties agree to provide pricing information, execute orders and wire payments for purchases and redemptions through NSCC and its subsidiary systems, and such activities will be governed by the provisions set forth in this Amendment as follows: 1.1 We will furnish to you through NSCC's Networking or Mutual Fund Profile System: (i) the most current net asset value information for each Portfolio; (ii) a schedule of anticipated dividend and distribution payment dates for each Portfolio, which is subject to change without prior notice, ordinary income and capital gain dividend rates on the Portfolio's ex-date; and (iii) in the case of fixed income funds that declare daily dividends, the daily accrual or the interest rate factor. All such information shall be furnished to you by 6:30 p.m. Eastern Time on each Business Day or at such other time as that information becomes available. 1.2 Upon receipt of Portfolio purchase, exchange and redemption instructions for acceptance as of the time at which a Portfolio's net asset value is calculated as specified in such Portfolio's prospectus ("close of trading") on each Business Day ("Instructions"), and upon your determination that there are good funds with respect to Instructions involving the purchase of shares, you will calculate the net purchase or redemption order for each Portfolio. 1.3 On each Business Day, you shall aggregate all purchase and redemption orders for shares of a Portfolio that you received prior to the close of trading. Orders for net purchases or net redemptions derived from Instructions received by you prior to the close of trading on any given Business Day will be sent to Fund/SERV by 6:00 a.m. Eastern Time, 3:00 a.m. Pacific Time, on the next Business Day. Subject to your compliance with the foregoing, you will be considered the designee of the Underwriter and the Portfolios, and the Business Day on which Instructions are received by you in proper form prior to the close of trading will be the date as of which shares of the Portfolios are deemed purchased, exchanged or redeemed pursuant to such Instructions. Instructions received in proper form by you after the close of trading on any given Business Day shall not be transmitted to NSCC prior to the following Business Day and will be treated as if received on the next following Business Day. Dividends and capital gain distributions will be automatically reinvested at net asset value in accordance with the Portfolio's then current prospectuses. 1.4 All orders are subject to acceptance by Underwriter and become effective only upon confirmation by Underwriter. Underwriter reserves the right: (i) not to accept any specific order for the purchase or exchange of shares through Fund/SERV; and (ii) to require any redemption order to be settled outside of Fund/SERV, in which case the order shall not be "confirmed" by Underwriter, but 2 rather shall be accepted for redemption in accordance with Section 3.7 of the Agreement. 1.5 All trades placed through Fund/SERV and confirmed by Underwriter via Fund/SERV shall settle in accordance with Underwriter's profile within Fund/SERV applicable to you. Underwriter agrees to provide you with account positions and activity data relating to share transactions via Networking. 1.6 You will wire payment for net purchase orders by the Trust's NSCC Firm Number, in immediately available funds, to an NSCC settling bank account designated by you in accordance with NSCC rules and procedures on the same Business Day such purchase orders are communicated to NSCC. For purchases of shares of daily dividend accrual funds, those shares will not begin to accrue dividends until the day the payment for those shares is received. 1.7 NSCC will wire payment for net redemption orders by the Trust, in immediately available funds, to an NSCC settling bank account designated by you in accordance with NSCC rules and procedures on the Business Day such redemption orders are communicated to NSCC, except as provided in the Trust's prospectus and statement of additional information. 1.8 If on any specific day you or Underwriter are unable to meet the NSCC deadline for the transmission of purchase or redemption orders for that day, a party may at its option transmit such orders and make such payments for purchases and redemptions directly to you or us, as applicable, as is otherwise provided in the Agreement; provided, however, that we must receive written notification from you by 6:00 a.m. Pacific time on any day that you wish to transmit such orders and/or make such payments directly to us. 1.9 In the event that you or we are unable to or prohibited from electronically communicating, processing or settling share transactions via Fund/SERV, you or we shall notify the other, including providing the notification provided in Section 1.8 , above. After all parties have been notified, you and we shall submit orders using manual transmissions as is otherwise provided in the Agreement. 1.10 These procedures are subject to any additional terms in each Portfolio's prospectus and the requirements of applicable law. The Trust's Board of Trustees ("Trustees") may refuse to sell shares of any Portfolio to any person, or may suspend or terminate the offering of shares of any Portfolio if such action is required by law or regulatory authorities having jurisdiction or if, in the sole discretion of the Trustees, they deem such action to be in the best interests of the shareholders of such Portfolio. 3 2. New Section 2.4.3 of the Agreement is hereby added as follows: 2.4.3. You and Underwriter represent and warrant that each: (a) has entered into an agreement with NSCC; (b) has met and will continue to meet all of the requirements to participate in Fund/SERV and Networking; (c) intends to remain at all times in compliance with the then current rules and procedures of NSCC, all to the extent necessary or appropriate to facilitate such communications, processing, and settlement of share transactions; and (d) will notify the other party if there is a change in or a pending failure with respect to its agreement with NSCC. 3. A new Section 7.1.5 is hereby added to the Agreement as follows: 7.1.5 In consideration for orders for the purchase, exchange or sale of shares of the Portfolios communicated by you by way of Fund/SERV, you shall further indemnify and hold harmless Indemnified Parties from and against all Losses that may arise in connection with any orders for the purchase, exchange or sale of shares of the Portfolios communicated by you or your agents by way of Fund/SERV, including but not limited to Losses resulting from Instructions involving investment in incorrect Portfolios or any fraudulent or unauthorized transaction by either you or your Contract owner through no fault of the Indemnified Parties. You shall also reimburse the Trust and Underwriter for any legal or other expenses reasonably incurred by them in connection with investigating or defending against such Losses. This indemnity agreement is in addition to any other liability that you may otherwise have. This Amendment is executed effective as of January 20, 2004. IN WITNESS WHEREOF, each of the parties has caused its duly authorized officers to execute this Amendment. The Trust: Franklin Templeton Variable Insurance Products Trust ONLY ON BEHALF OF EACH PORTFOLIO LISTED ON SCHEDULE C OF THE AGREEMENT. By: /s/ Karen L. Skidmore ------------------------------------ Name: Karen L. Skidmore Title: Assistant Vice President
The Underwriter: Franklin/Templeton Distributors, Inc. By: /s/ Robert C. Hays ------------------------------------ Name: Robert C. Hays Title: Senior Vice President
4 The Company: Hartford Life Insurance Company By: /s/ Robert Arena ------------------------------------ Name: Robert Arena Title: Senior Vice President
Hartford Life and Annuity Insurance Company By: /s/ Robert Arena ------------------------------------ Name: Robert Arena Title: Senior Vice President
Distributor for the Company Hartford Securities Distribution Company, Inc. By: /s/ Robert Arena ------------------------------------ Name: Robert Arena Title: Senior Vice President
Hartford Equity Sales Company, Inc. By: /s/ Robert Arena ------------------------------------ Name: Robert Arena Title: Senior Vice President
5 AMENDMENT NO. 2 TO PARTICIPATION AGREEMENT -- HARTFORD NON-LEADERS As of May 1, 2006 by and among Franklin Templeton Variable Insurance Products Trust Franklin/Templeton Distributors, Inc. Hartford Life Insurance Company, Hartford Life and Annuity Insurance Company, Hartford Securities Distribution Company, Inc. Hartford Equity Sales Company, Inc. Franklin Templeton Variable Insurance Products Trust (the "Trust"), Franklin/Templeton Distributors, Inc. (the "Underwriter," and together with the Trust, "we" or "us"), Hartford Life Insurance Company, Hartford Life and Annuity Insurance Company ("you"), and Hartford Securities Distribution Company, Inc., your distributor, and Hartford Equity Sales Company, Inc. on your behalf and on behalf of certain Accounts, have previously entered into a Participation Agreement dated May 1, 2000 and subsequently amended January 20, 2004 (the "Agreement"). The parties now desire to amend the Agreement in 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. Schedules B, C, D and F of the Agreement are hereby deleted and replaced in their entirety with the following Schedules B, C, D and F, respectively. 2. 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 May 1, 2006. The Trust: FRANKLIN TEMPLETON VARIABLE INSURANCE PRODUCTS TRUST ONLY ON BEHALF OF EACH PORTFOLIO LISTED ON SCHEDULE C OF THE AGREEMENT. By: /s/ Karen L. Skidmore ------------------------------------ Name: Karen L. Skidmore Title: Vice President
The Underwriter: FRANKLIN/TEMPLETON DISTRIBUTORS, INC. By: /s/ Peter D. Jones ------------------------------------ Name: Peter D. Jones Title: President
The Compnay: HARTFORD LIFE INSURANCE COMPANY HARTFORD LIFE AND ANNUITY INSURANCE COMPANY By: [ILLEGIBLE] By: [ILLEGIBLE] ------------------------------ ------------------------- Name: [ILLEGIBLE] Name: [ILLEGIBLE] Title: Assistant Vice President Title: Assistant Vice President
The Distributor: HARTFORD SECURITIES DISTRIBUTION HARTFORD EQUITY SALES COMPANY, INC. COMPANY, INC By: /s/ Martin Swanson By: /s/ John Walters ------------------------------ ------------------------- Name: Martin Swanson Name: John Walters Title: Vice President Title: President
2 SCHEDULE B ACCOUNTS OF THE COMPANY 1. Name: Hartford Life Insurance Company Separate Account Three Date Established: June 22, 1994 SEC Registration Number: 811-08584 2. Name: Hartford Life and Annuity Insurance Company Separate Account Three Date Established: June 22, 1994 SEC Registration Number: 811-08580 3. Name: Hartford Life Insurance Company Separate Account VL I Date Established: September 18, 1992 SEC Registration Number: 811-03072 4. Name: Hartford Life and Annuity Insurance Company Separate Account VL I Date Established: June 8, 1995 SEC Registration Number: 811-07329 5. Name: Hartford Life Insurance Company Separate Account VL II Date Established: September 30, 1994 SEC Registration Number: 811-07271 6. Name: Hartford Life and Annuity Insurance Company Separate Account VL II Date Established: September 30, 1994 SEC Registration Number: 811-07273 7. Name: ICMG Registered Variable Life Separate Account A Date Established: April 14, 1998 SEC Registration Number: 811-08913 8. Name: ICMG Registered Variable Life Separate Account One Date Established: October 9, 1995 SEC Registration Number: 811-07387 9. Name: Hartford Life Insurance Company Separate Account Two Date Established: June 2, 1986 SEC Registration Number: 811-03072-01 3 SCHEDULE C AVAILABLE PORTFOLIOS AND CLASSES OF SHARES OF THE TRUST; INVESTMENT ADVISERS
FRANKLIN TEMPLETON VARIABLE INSURANCE PRODUCTS TRUST INVESTMENT ADVISER -------------------------------------------------------------------------------------------------------- Franklin Income Securities Fund -- Class 2 Franklin Advisers, Inc. Franklin Rising Dividends Securities Fund -- Class 2 Franklin Advisory Services, Inc. Franklin Small-Mid Cap Growth Securities Fund -- Class 1 Franklin Advisers, Inc. Franklin Small-Mid Cap Growth Securities Fund -- Class 2 Franklin Advisers, Inc. Franklin Small Cap Value Securities Fund -- Class 2 Franklin Advisory Services, Inc. Franklin Strategic Income Securities Fund -- Class 1 Franklin Advisers, Inc. Mutual Shares Securities Fund -- Class 2 Franklin Mutual Advisers, LLC Templeton Developing Markets Securities Fund -- Class 1 Templeton Asset Management Ltd. Templeton Foreign Securities Fund -- Class 2 Templeton Investment Counsel, LLC Templeton Growth Securities Fund -- Class 2 Templeton Global Advisors Limited
4 SCHEDULE D CONTRACTS OF THE COMPANY
PRODUCT NAME SEPARATE ACCOUNT NAME INSURANCE REGISTERED Y/N REGISTERED Y/N # COMPANY 1933 ACT # 1940 ACT # CLASSES OF SHARES AND PORTFOLIOS --------------------------------------------------------------------------------------------------------------------- 01 Hartford Life Hartford Select Hartford Life Insurance CLASS 1 SHARES: Insurance Leaders Variable Company Separate Account Franklin Strategic Income Securities Company Annuity Three Fund Yes Yes Templeton Developing Markets 333-35000 811-08584 Securities Fund CLASS 2 SHARES: Franklin Small-Mid Cap Growth Securities Fund Mutual Shares Securities Fund Templeton Growth Securities Fund 02 Hartford Life Hartford Select Hartford Life Insurance CLASS 1 SHARES: Insurance Leaders (Series II) Company Separate Account Franklin Strategic Income Securities Company Variable Annuity Three Fund Yes Yes Templeton Developing Markets 333-101927 811-08584 Securities Fund CLASS 2 SHARES: Franklin Small-Mid Cap Growth Securities Fund Mutual Shares Securities Fund Templeton Growth Securities Fund 03 Hartford Life Hartford Select Hartford Life and Annuity CLASS 1 SHARES: and Annuity Leaders Variable Insurance Company Separate Franklin Strategic Income Securities Insurance Annuity Account Three Fund Company Yes Yes Templeton Developing Markets 333-34998 811-08580 Securities Fund CLASS 2 SHARES: Franklin Small-Mid Cap Growth Securities Fund Mutual Shares Securities Fund Templeton Growth Securities Fund 04 Hartford Life Hartford Select Hartford Life and Annuity CLASS 1 SHARES: and Annuity Leaders (Series II) Insurance Company Separate Franklin Strategic Income Securities Insurance Variable Annuity Account Three Fund Company Yes Yes Templeton Developing Markets 333-101928 811-08580 Securities Fund CLASS 2 SHARES: Franklin Small-Mid Cap Growth Securities Fund Mutual Shares Securities Fund Templeton Growth Securities Fund
5
PRODUCT NAME SEPARATE ACCOUNT NAME INSURANCE REGISTERED Y/N REGISTERED Y/N # COMPANY 1933 ACT # 1940 ACT # CLASSES OF SHARES AND PORTFOLIOS -------------------------------------------------------------------------------------------------------------------- 05 Hartford Life Hartford Select Hartford Life Insurance CLASS 1 SHARES: Insurance Leaders Outlook Company Separate Account Franklin Strategic Income Securities Company Variable Annuity Three Fund Yes Yes Templeton Developing Markets 333-102625 811-08584 Securities Fund CLASS 2 SHARES: Franklin Small-Mid Cap Growth Securities Fund Mutual Shares Securities Fund Templeton Growth Securities Fund 06 Hartford Life Hartford Select Hartford Life and Annuity CLASS 1 SHARES: and Annuity Leaders Outlook Insurance Company Separate Franklin Strategic Income Securities Insurance Variable Annuity Account Three Fund Company Yes Yes Templeton Developing Markets 333-102628 811-08580 Securities Fund CLASS 2 SHARES: Franklin Small-Mid Cap Growth Securities Fund Mutual Shares Securities Fund Templeton Growth Securities Fund 07 Hartford Life Hartford Select Hartford Life Insurance CLASS 1 SHARES: Insurance Leaders Last Company Separate Account VL Franklin Strategic Income Securities Company Survivor Universal II Fund Life Insurance Yes Templeton Developing Markets Yes 811-07271 Securities Fund 333-88261 CLASS 2 SHARES: Franklin Small-Mid Cap Growth Securities Fund Mutual Shares Securities Fund Templeton Growth Securities Fund 08 Hartford Life Hartford Select Hartford Life and Annuity CLASS 1 SHARES: and Annuity Leaders Last Insurance Company Separate Franklin Strategic Income Securities Insurance Survivor Universal Account VL II Fund Company Life Insurance Yes Templeton Developing Markets Yes 811-07273 Securities Fund 333-67373 CLASS 2 SHARES: Franklin Small-Mid Cap Growth Securities Fund Mutual Shares Securities Fund Templeton Growth Securities Fund 09 Hartford Life Omnisource Variable ICMG Registered Variable CLASS 1 SHARES: Insurance Life Insurance Life Separate Account A Franklin Strategic Income Securities Company Yes Yes Fund 333-60515 811-08913 CLASS 2 SHARES: Franklin Rising Dividends Securities Fund Franklin Small-Mid Cap Growth Securities Fund Franklin Small Cap Value Securities Fund Mutual Shares Securities Fund Templeton Growth Securities Fund Templeton Foreign Securities Fund
6
PRODUCT NAME SEPARATE ACCOUNT NAME INSURANCE REGISTERED Y/N REGISTERED Y/N # COMPANY 1933 ACT # 1940 ACT # CLASSES OF SHARES AND PORTFOLIOS -------------------------------------------------------------------------------------------------------------------- 10 Hartford Life Omnisource Variable ICMG Registered Variable CLASS 1 SHARES: and Annuity Life Insurance Life Separate Account One Franklin Strategic Income Securities Insurance Yes Yes Fund Company 033-63731 811-07387 CLASS 2 SHARES: Franklin Rising Dividends Fund Franklin Small-Mid Cap Growth Securities Fund Franklin Small Cap Value Securities Fund Mutual Shares Securities Fund Templeton Growth Securities Fund Templeton Foreign Securities Fund 11 Hartford Life Stag Variable Life Hartford Life Insurance CLASS 2 SHARES: Insurance Insurance Company Separate Account VL Franklin Small Cap Value Securities Company Yes I Fund 033-53692 Yes Mutual Shares Securities Fund 811-3072 12 Hartford Life Stag Variable Life Hartford Life and Annuity CLASS 2 SHARES: and Annuity Insurance Insurance Company Separate Franklin Small Cap Value Securities Insurance Yes Account VL I Fund Company 033-61267 Yes Mutual Shares Securities Fund 811-07329 13 Hartford Life Stag Variable Life Hartford Life Insurance CLASS 2 SHARES: Insurance Artisan Company Separate Account VL Franklin Small Cap Value Securities Company Yes I Fund 333-07465 Yes Mutual Shares Securities Fund 811-3072 14 Hartford Life Stag Variable Life Hartford Life and Annuity CLASS 2 SHARES: and Annuity Artisan Insurance Company Separate Franklin Small Cap Value Securities Insurance Yes Account VL I Fund Company 333-07471 Yes Mutual Shares Securities Fund 811-07329 15 Hartford Life Stag Protector Hartford Life Insurance CLASS 2 SHARES: Insurance Variable Universal Company Separate Account VL Franklin Small Cap Value Securities Company Life Insurance I Fund Yes Yes Mutual Shares Securities Fund 333-94617 811-3072 16 Hartford Life Stag Protector Hartford Life and Annuity CLASS 2 SHARES: and Annuity Variable Universal Insurance Company Separate Franklin Small Cap Value Securities Insurance Life Insurance Account VL I Fund Company Yes Yes Mutual Shares Securities Fund 333-83057 811-07329 17 Hartford Life Stag Accumulator Hartford Life Insurance CLASS 2 SHARES: Insurance Variable Universal Company Separate Account VL Franklin Small Cap Value Securities Company Life Insurance I Fund Yes Yes Mutual Shares Securities Fund 333-50280 811-3072 18 Hartford Life Stag Accumulator Hartford Life and Annuity CLASS 2 SHARES: and Annuity Variable Universal Insurance Company Separate Franklin Small Cap Value Securities Insurance Life Insurance Account VL I Fund Company Yes Yes Mutual Shares Securities Fund 333-93319 811-07329
7
PRODUCT NAME SEPARATE ACCOUNT NAME INSURANCE REGISTERED Y/N REGISTERED Y/N # COMPANY 1933 ACT # 1940 ACT # CLASSES OF SHARES AND PORTFOLIOS -------------------------------------------------------------------------------------------------------------------- 19 Hartford Life Stag Wall Street Hartford Life and Annuity CLASS 2 SHARES: and Annuity Variable Universal Insurance Company Separate Franklin Small Cap Value Securities Insurance Life Insurance Account VL I Fund Company Yes Yes Mutual Shares Securities Fund 333-82866 811-07329 20 Hartford Life Stag Variable Life Hartford Life Insurance CLASS 2 SHARES: Insurance Last Survivor Company Separate Account VL Franklin Small Cap Value Securities Company Yes II Fund 033-89990 Yes Mutual Shares Securities Fund 811-07271 21 Hartford Life Stag Variable Life Hartford Life and Annuity CLASS 2 SHARES: and Annuity Last Survivor Insurance Company Separate Franklin Small Cap Value Securities Insurance Yes Account VL II Fund Company 033-89988 Yes Mutual Shares Securities Fund 811-07273 22 Hartford Life Stag Variable Life Hartford Life Insurance CLASS 2 SHARES: Insurance Last Survivor II Company Separate Account VL Franklin Small Cap Value Securities Company Yes II Fund 333-88261 Yes Mutual Shares Securities Fund 811-07271 23 Hartford Life Stag Variable Life Hartford Life and Annuity CLASS 2 SHARES: and Annuity Last Survivor II Insurance Company Separate Franklin Small Cap Value Securities Insurance Yes Account VL II Fund Company 333-67373 Yes Mutual Shares Securities Fund 811-07273 24 Hartford Life Stag Protector II Hartford Life Insurance CLASS 2 SHARES: Insurance Variable Universal Company Separate Account VL Franklin Small Cap Value Securities Company Life Insurance I Fund Yes Yes Mutual Shares Securities Fund 333-109530 811-3072 25 Hartford Life Stag Protector II Hartford Life and Annuity CLASS 2 SHARES: and Annuity Variable Universal Insurance Company Separate Franklin Small Cap Value Securities Insurance Life Insurance Account VL I Fund Company Yes Yes Mutual Shares Securities Fund 333-88787 811-07329 26 Hartford Life Stag Accumulator II Hartford Life Insurance CLASS 2 SHARES: Insurance Variable Universal Company Separate Account VL Franklin Small Cap Value Securities Company Life Insurance I Fund Yes Yes Mutual Shares Securities Fund 333-109529 811-3072 27 Hartford Life Stag Accumulator II Hartford Life and Annuity CLASS 2 SHARES: and Annuity Variable Universal Insurance Company Separate Franklin Small Cap Value Securities Insurance Life Insurance Account VL I Fund Company Yes Yes Mutual Shares Securities Fund 333-07471 811-07329 28 Hartford Life Hartford Quantum Hartford Life Insurance CLASS 2 SHARES: Insurance Variable Life Company Separate Account VL Franklin Small Cap Value Securities Company Insurance I Fund Yes Yes Mutual Shares Securities Fund 333-110550 811-3072
8
PRODUCT NAME SEPARATE ACCOUNT NAME INSURANCE REGISTERED Y/N REGISTERED Y/N # COMPANY 1933 ACT # 1940 ACT # CLASSES OF SHARES AND PORTFOLIOS --------------------------------------------------------------------------------------------------------------------- 29 Hartford Life Hartford Quantum Hartford Life and Annuity CLASS 2 SHARES: and Annuity Variable Life Insurance Company Separate Franklin Small Cap Value Securities Insurance Insurance Account VL I Fund Company Yes Yes Mutual Shares Securities Fund 333-110548 811-07329 30 Hartford Life Hartford Quantum II Hartford Life Insurance CLASS 2 SHARES: Insurance VUL Company Separate Account VL Franklin Small Cap Value Securities Company Yes I Fund 333-127379 Yes Mutual Shares Securities Fund 811-3072 31 Hartford Life Hartford Quantum II Hartford Life and Annuity CLASS 2 SHARES: and Annuity VUL Insurance Company Separate Franklin Small Cap Value Securities Insurance Yes Account VL I Fund Company 333-127380 Yes Mutual Shares Securities Fund 811-07329 32 Hartford Life Hartford Group Hartford Life Insurance CLASS 1 SHARES: Insurance Variable Annuity Company Separate Account Two Franklin Small-Mid Cap Growth Company Contracts Yes Securities Fund Yes 811-03072-01 CLASS 2 SHARES: 033-19946 Franklin Income Securities Fund HV-1452-0 HV-1499-0
9 AMENDMENT NO. 3 TO PARTICIPATION AGREEMENT -- HARTFORD NON-LEADERS As of May 1, 2007 by and among Franklin Templeton Variable Insurance Products Trust Franklin/Templeton Distributors, Inc. Hartford Life Insurance Company, Hartford Life and Annuity Insurance Company, Hartford Securities Distribution Company, Inc. Hartford Equity Sales Company, Inc. Franklin Templeton Variable Insurance Products Trust (the "Trust"), Franklin/Templeton Distributors, Inc. (the "Underwriter," and together with the Trust, "we" or "us"), Hartford Life Insurance Company, Hartford Life and Annuity Insurance Company ("you"), and Hartford Securities Distribution Company, Inc., your distributor, and Hartford Equity Sales Company, Inc. on your behalf and on behalf of certain Accounts, have previously entered into a Participation Agreement dated May 1, 2000 and subsequently amended on May 1, 2006 and January 20, 2004 (the "Agreement"). The parties now desire to amend the Agreement in 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 Templeton Variable Insurance Products Trust (the "Trust") is organized as a statutory trust under the laws of the State of Delaware. 2. Section 2.3.2 is amended and restated in its entirety as follows: "2.3.2 Each investment adviser (each, an "Adviser") of a Portfolio, as indicated in the current prospectus of the Portfolio, is duly registered as an investment adviser under the Investment Advisers Act of 1940, as amended or exempt from such registration." 3. 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." 4. 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." 5. Schedules B, C, D and F of the Agreement are hereby deleted and replaced in their entirety with the following Schedules B, C, D and F, respectively. 6. 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 May 1, 2007. The Trust: FRANKLIN TEMPLETON VARIABLE INSURANCE PRODUCTS TRUST ONLY ON BEHALF OF EACH PORTFOLIO LISTED ON SCHEDULE C OF THE AGREEMENT. By: /s/ Karen L. Skidmore ----------------------------- Name: Karen L. Skidmore Title: Vice President
The Underwriter: FRANKLIN/TEMPLETON DISTRIBUTORS, INC. By: /s/ Thomas Regner ----------------------------- Name: Thomas Regner Title: Senior Vice President
2 The Company: HARTFORD LIFE INSURANCE COMPANY By: /s/ John Keenan ----------------------------- Name: John Keenan Title: Vice President & Director, Distribution
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY By: /s/ John Keenan ----------------------------- Name: John Keenan Title: Vice President & Director, Distribution
The Distributor: HARTFORD SECURITIES DISTRIBUTION COMPANY, INC By: /s/ Brian Murphy ----------------------------- Name: Brian Murphy Title: Executive Vice President, Individual Life
HARTFORD EQUITY SALES COMPANY, INC. By: /s/ Brian Murphy ----------------------------- Name: Brian Murphy Title: Executive Vice President, Individual Life
3 SCHEDULE B ACCOUNTS OF THE COMPANY
THE COMPANY SEC REGISTRATION NAME OF ACCOUNTS YES/NO -------------------------------------------------------------------------------------- HARTFORD LIFE INSURANCE COMPANY Hartford Life Insurance Company Separate Account Three Yes Hartford Life Insurance Company Separate Account Two Yes Hartford Life Insurance Company Separate Account VL I Yes Hartford Life Insurance Company Separate Account VL II Yes ICMG Registered Variable Life Separate Account A Yes HARTFORD LIFE AND ANNUITY INSURANCE COMPANY Hartford Life and Annuity Insurance Company Separate Account Three Yes Hartford Life and Annuity Insurance Company Separate Account VL I Yes Hartford Life and Annuity Insurance Company Separate Account VL II Yes ICMG Registered Variable Life Separate Account One Yes
4 SCHEDULE C AVAILABLE PORTFOLIOS AND CLASSES OF SHARES OF THE TRUST 1. Franklin Income Securities Fund -- Class 2 2. Franklin Rising Dividends Securities Fund -- Class 2 3. Franklin Small-Mid Cap Growth Securities Fund -- Class 1 4. Franklin Small-Mid Cap Growth Securities Fund -- Class 2 5. Franklin Small Cap Value Securities Fund -- Class 2 6. Franklin Strategic Income Securities Fund -- Class 1 7. Mutual Discovery Securities Fund -- Class 2 8. Mutual Shares Securities Fund -- Class 2 9. Templeton Developing Markets Securities Fund -- Class 1 10. Templeton Foreign Securities Fund -- Class 2 11. Templeton Global Income Securities Fund -- Class 2 12. Templeton Growth Securities Fund -- Class 2 5 SCHEDULE D CONTRACTS OF THE COMPANY
PRODUCT NAME SEPARATE ACCOUNT NAME INSURANCE REGISTERED Y/N REGISTERED Y/N # COMPANY 1933 ACT # 1940 ACT # CLASSES OF SHARES AND PORTFOLIOS -------------------------------------------------------------------------------------------------------------------- 01 Hartford Life Hartford Select Hartford Life Insurance Class 1 Shares: Insurance Leaders Variable Company Separate Account Franklin Strategic Income Securities Company Annuity Three Fund Yes Yes Templeton Developing Markets Securities 333-35000 811-08584 Fund Class 2 Shares: Franklin Small-Mid Cap Growth Securities Fund Mutual Shares Securities Fund Templeton Growth Securities Fund 02 Hartford Life Hartford Select Hartford Life Insurance Class 1 Shares: Insurance Leaders (Series Company Separate Account Franklin Strategic Income Securities Company II) Variable Three Fund Annuity Yes Templeton Developing Markets Securities Yes 811-08584 Fund 333-101927 Class 2 Shares: Franklin Small-Mid Cap Growth Securities Fund Mutual Shares Securities Fund Templeton Growth Securities Fund 03 Hartford Life Hartford Select Hartford Life and Annuity Class 1 Shares: and Annuity Leaders Variable Insurance Company Separate Franklin Strategic Income Securities Insurance Annuity Account Three Fund Company Yes Yes Templeton Developing Markets Securities 333-34998 811-08580 Fund Class 2 Shares: Franklin Small-Mid Cap Growth Securities Fund Mutual Shares Securities Fund Templeton Growth Securities Fund 04 Hartford Life Hartford Select Hartford Life and Annuity Class 1 Shares: and Annuity Leaders (Series Insurance Company Separate Franklin Strategic Income Securities Insurance II) Variable Account Three Fund Company Annuity Yes Templeton Developing Markets Securities Yes 811-08580 Fund 333-101928 Class 2 Shares: Franklin Small-Mid Cap Growth Securities Fund Mutual Shares Securities Fund Templeton Growth Securities Fund
6
PRODUCT NAME SEPARATE ACCOUNT NAME INSURANCE REGISTERED Y/N REGISTERED Y/N # COMPANY 1933 ACT # 1940 ACT # CLASSES OF SHARES AND PORTFOLIOS -------------------------------------------------------------------------------------------------------------------- 05 Hartford Life Hartford Select Hartford Life Insurance Class 1 Shares: Insurance Leaders Outlook Company Separate Account Franklin Strategic Income Securities Company Variable Annuity Three Fund Yes Yes Templeton Developing Markets Securities 333-102625 811-08584 Fund Class 2 Shares: Franklin Small-Mid Cap Growth Securities Fund Mutual Shares Securities Fund Templeton Growth Securities Fund 06 Hartford Life Hartford Select Hartford Life and Annuity Class 1 Shares: and Annuity Leaders Outlook Insurance Company Separate Franklin Strategic Income Securities Insurance Variable Annuity Account Three Fund Company Yes Yes Templeton Developing Markets Securities 333-102628 811-08580 Fund Class 2 Shares: Franklin Small-Mid Cap Growth Securities Fund Mutual Shares Securities Fund Templeton Growth Securities Fund 07 Hartford Life Hartford Select Hartford Life Insurance Class 1 Shares: Insurance Leaders Last Company Separate Franklin Strategic Income Securities Company Survivor Account VL II Fund Universal Life Yes Templeton Developing Markets Securities Insurance 811-07271 Fund Yes Class 2 Shares: 333-88261 Franklin Small-Mid Cap Growth Securities Fund Mutual Shares Securities Fund Templeton Growth Securities Fund 08 Hartford Life Hartford Select Hartford Life and Annuity Class 1 Shares: and Annuity Leaders Last Insurance Company Separate Franklin Strategic Income Securities Insurance Survivor Account VL II Fund Company Universal Life Yes Templeton Developing Markets Securities Insurance 811-07273 Fund Yes Class 2 Shares: 333-67373 Franklin Small-Mid Cap Growth Securities Fund Mutual Shares Securities Fund Templeton Growth Securities Fund 09 Hartford Life Omnisource ICMG Registered Variable Class 1 Shares: Insurance Variable Life Life Separate Account A Franklin Strategic Income Securities Company Insurance Yes Fund Yes 811-08913 Class 2 Shares: 333-60515 Franklin Rising Dividends Securities Fund Franklin Small-Mid Cap Growth Securities Fund Franklin Small Cap Value Securities Fund Mutual Shares Securities Fund Templeton Growth Securities Fund Templeton Foreign Securities Fund
7
PRODUCT NAME SEPARATE ACCOUNT NAME INSURANCE REGISTERED Y/N REGISTERED Y/N # COMPANY 1933 ACT # 1940 ACT # CLASSES OF SHARES AND PORTFOLIOS -------------------------------------------------------------------------------------------------------------------- 10 Hartford Life Omnisource ICMG Registered Variable Class 1 Shares: and Annuity Variable Life Life Separate Account One Franklin Strategic Income Securities Insurance Insurance Yes Fund Company Yes 811-07387 Class 2 Shares: 033-63731 Franklin Rising Dividends Fund Franklin Small-Mid Cap Growth Securities Fund Franklin Small Cap Value Securities Fund Mutual Shares Securities Fund Templeton Growth Securities Fund Templeton Foreign Securities Fund 11 Hartford Life Stag Variable Hartford Life Insurance Class 2 Shares: Insurance Life Insurance Company Separate Franklin Income Securities Fund Company Yes Account VL I Franklin Small Cap Value Securities 033-53692 Yes Fund 811-3072 Mutual Discovery Securities Fund Mutual Shares Securities Fund Templeton Global Income Securities Fund Templeton Growth Securities Fund 12 Hartford Life Stag Variable Hartford Life and Annuity Class 2 Shares: and Annuity Life Insurance Insurance Company Separate Franklin Income Securities Fund Insurance Yes Account VL I Franklin Small Cap Value Securities Company 033-61267 Yes Fund 811-07329 Mutual Discovery Securities Fund Mutual Shares Securities Fund Templeton Global Income Securities Fund Templeton Growth Securities Fund 13 Hartford Life Stag Variable Hartford Life Insurance Class 2 Shares: Insurance Life Artisan Company Separate Franklin Income Securities Fund Company Yes Account VL I Franklin Small Cap Value Securities 333-07465 Yes Fund 811-3072 Mutual Discovery Securities Fund Mutual Shares Securities Fund Templeton Global Income Securities Fund Templeton Growth Securities Fund 14 Hartford Life Stag Variable Hartford Life and Annuity Class 2 Shares: and Annuity Life Artisan Insurance Company Separate Franklin Income Securities Fund Insurance Yes Account VL I Franklin Small Cap Value Securities Company 333-07471 Yes Fund 811-07329 Mutual Discovery Securities Fund Mutual Shares Securities Fund Templeton Global Income Securities Fund Templeton Growth Securities Fund 15 Hartford Life Stag Protector Hartford Life Insurance Class 2 Shares: Insurance Variable Company Separate Franklin Income Securities Fund Company Universal Life Account VL I Franklin Small Cap Value Securities Insurance Yes Fund Yes 811-3072 Mutual Discovery Securities Fund 333-94617 Mutual Shares Securities Fund Templeton Global Income Securities Fund Templeton Growth Securities Fund
8
PRODUCT NAME SEPARATE ACCOUNT NAME INSURANCE REGISTERED Y/N REGISTERED Y/N # COMPANY 1933 ACT # 1940 ACT # CLASSES OF SHARES AND PORTFOLIOS -------------------------------------------------------------------------------------------------------------------- 16 Hartford Life Stag Protector Hartford Life and Annuity Class 2 Shares: and Annuity Variable Insurance Company Separate Franklin Income Securities Fund Insurance Universal Life Account VL I Franklin Small Cap Value Securities Company Insurance Yes Fund Yes 811-07329 Mutual Discovery Securities Fund 333-83057 Mutual Shares Securities Fund Templeton Global Income Securities Fund Templeton Growth Securities Fund 17 Hartford Life Stag Accumulator Hartford Life Insurance Class 2 Shares: Insurance Variable Company Separate Franklin Income Securities Fund Company Universal Life Account VL I Franklin Small Cap Value Securities Insurance Yes Fund Yes 811-3072 Mutual Discovery Securities Fund 333-50280 Mutual Shares Securities Fund Templeton Global Income Securities Fund Templeton Growth Securities Fund 18 Hartford Life Stag Accumulator Hartford Life and Annuity Class 2 Shares: and Annuity Variable Insurance Company Separate Franklin Income Securities Fund Insurance Universal Life Account VL I Franklin Small Cap Value Securities Company Insurance Yes Fund Yes 811-07329 Mutual Discovery Securities Fund 333-93319 Mutual Shares Securities Fund Templeton Global Income Securities Fund Templeton Growth Securities Fund 19 Hartford Life Stag Wall Street Hartford Life and Annuity Class 2 Shares: and Annuity Variable Insurance Company Separate Franklin Income Securities Fund Insurance Universal Life Account VL I Franklin Small Cap Value Securities Company Insurance Yes Fund Yes 811-07329 Mutual Discovery Securities Fund 333-82866 Mutual Shares Securities Fund Templeton Global Income Securities Fund Templeton Growth Securities Fund 20 Hartford Life Stag Variable Hartford Life Insurance Class 2 Shares: Insurance Life Last Company Separate Franklin Income Securities Fund Company Survivor Account VL II Franklin Small Cap Value Securities Yes Yes Fund 033-89990 811-07271 Mutual Discovery Securities Fund Mutual Shares Securities Fund Templeton Global Income Securities Fund Templeton Growth Securities Fund 21 Hartford Life Stag Variable Hartford Life and Annuity Class 2 Shares: and Annuity Life Last Insurance Company Separate Franklin Income Securities Fund Insurance Survivor Account VL II Franklin Small Cap Value Securities Company Yes Yes Fund 033-89988 811-07273 Mutual Discovery Securities Fund Mutual Shares Securities Fund Templeton Global Income Securities Fund Templeton Growth Securities Fund 22 Hartford Life Stag Variable Hartford Life Insurance Class 2 Shares: Insurance Life Last Company Separate Franklin Income Securities Fund Company Survivor II Account VL II Franklin Small Cap Value Securities Yes Yes Fund 333-88261 811-07271 Mutual Discovery Securities Fund Mutual Shares Securities Fund Templeton Global Income Securities Fund Templeton Growth Securities Fund
9
PRODUCT NAME SEPARATE ACCOUNT NAME INSURANCE REGISTERED Y/N REGISTERED Y/N # COMPANY 1933 ACT # 1940 ACT # CLASSES OF SHARES AND PORTFOLIOS -------------------------------------------------------------------------------------------------------------------- 23 Hartford Life Stag Variable Hartford Life and Annuity Class 2 Shares: and Annuity Life Last Insurance Company Separate Franklin Income Securities Fund Insurance Survivor II Account VL II Franklin Small Cap Value Securities Company Yes Yes Fund 333-67373 811-07273 Mutual Discovery Securities Fund Mutual Shares Securities Fund Templeton Global Income Securities Fund Templeton Growth Securities Fund 24 Hartford Life Stag Protector II Hartford Life Insurance Class 2 Shares: Insurance Variable Company Separate Franklin Income Securities Fund Company Universal Life Account VL I Franklin Small Cap Value Securities Insurance Yes Fund Yes 811-3072 Mutual Discovery Securities Fund 333-109530 Mutual Shares Securities Fund Templeton Global Income Securities Fund Templeton Growth Securities Fund 25 Hartford Life Stag Protector II Hartford Life and Annuity Class 2 Shares: and Annuity Variable Insurance Company Separate Franklin Income Securities Fund Insurance Universal Life Account VL I Franklin Small Cap Value Securities Company Insurance Yes Fund Yes 811-07329 Mutual Discovery Securities Fund 333-88787 Mutual Shares Securities Fund Templeton Global Income Securities Fund Templeton Growth Securities Fund 26 Hartford Life Stag Accumulator Hartford Life Insurance Class 2 Shares: Insurance II Variable Company Separate Franklin Income Securities Fund Company Universal Life Account VL I Franklin Small Cap Value Securities Insurance Yes Fund Yes 811-3072 Mutual Discovery Securities Fund 333-109529 Mutual Shares Securities Fund Templeton Global Income Securities Fund Templeton Growth Securities Fund 27 Hartford Life Stag Accumulator Hartford Life and Annuity Class 2 Shares: and Annuity II Variable Insurance Company Separate Franklin Income Securities Fund Insurance Universal Life Account VL I Franklin Small Cap Value Securities Company Insurance Yes Fund Yes 811-07329 Mutual Discovery Securities Fund 333-07471 Mutual Shares Securities Fund Templeton Global Income Securities Fund Templeton Growth Securities Fund 28 Hartford Life Hartford Quantum Hartford Life Insurance Class 2 Shares: Insurance Variable Life Company Separate Franklin Income Securities Fund Company Insurance Account VL I Franklin Small Cap Value Securities Yes Yes Fund 333-110550 811-3072 Mutual Discovery Securities Fund Mutual Shares Securities Fund Templeton Global Income Securities Fund Templeton Growth Securities Fund 29 Hartford Life Hartford Quantum Hartford Life and Annuity Class 2 Shares: and Annuity Variable Life Insurance Company Separate Franklin Income Securities Fund Insurance Insurance Account VL I Franklin Small Cap Value Securities Company Yes Yes Fund 333-110548 811-07329 Mutual Discovery Securities Fund Mutual Shares Securities Fund Templeton Global Income Securities Fund Templeton Growth Securities Fund
10
PRODUCT NAME SEPARATE ACCOUNT NAME INSURANCE REGISTERED Y/N REGISTERED Y/N # COMPANY 1933 ACT # 1940 ACT # CLASSES OF SHARES AND PORTFOLIOS -------------------------------------------------------------------------------------------------------------------- 30 Hartford Life Hartford Quantum II Hartford Life Insurance Class 2 Shares: Insurance VUL Company Separate Franklin Income Securities Fund Company Yes Account VL I Franklin Small Cap Value Securities 333-127379 Yes Fund 811-3072 Mutual Discovery Securities Fund Mutual Shares Securities Fund Templeton Global Income Securities Fund Templeton Growth Securities Fund 31 Hartford Life Hartford Quantum II Hartford Life and Annuity Class 2 Shares: and Annuity VUL Insurance Company Separate Franklin Income Securities Fund Insurance Yes Account VL I Franklin Small Cap Value Securities Company 333-127380 Yes Fund 811-07329 Mutual Discovery Securities Fund Mutual Shares Securities Fund Templeton Global Income Securities Fund Templeton Growth Securities Fund 32 Hartford Life Hartford Variable Hartford Life Insurance Class 2 Shares: Insurance Universal Life Last Company Separate Franklin Income Securities Fund Company Survivor Account VL II Franklin Small Cap Value Securities Yes Yes Fund 333-131133 811-07271 Mutual Discovery Securities Fund Mutual Shares Securities Fund Templeton Global Income Securities Fund Templeton Growth Securities Fund 33 Hartford Life Hartford Variable Hartford Life and Annuity Class 2 Shares: and Annuity Universal Life Last Insurance Company Separate Franklin Income Securities Fund Insurance Survivor Account VL II Franklin Small Cap Value Securities Company Yes Yes Fund 333-131135 811-07273 Mutual Discovery Securities Fund Mutual Shares Securities Fund Templeton Global Income Securities Fund Templeton Growth Securities Fund 34 Hartford Life Hartford Group Hartford Life Insurance Class 1 Shares: Insurance Variable Annuity Company Separate Account Two Franklin Small-Mid Cap Growth Company Contracts Yes Securities Fund Yes 811-03072-01 Class 2 Shares: 033-19946 Franklin Income Securities Fund HV-1452-0 HV-1499-0
11 SCHEDULE F RULE 12b-1 PLANS COMPENSATION Each Class 2 Portfolio named on Schedule C of this Agreement is eligible to receive a maximum annual payment rate of 0.25% stated as a percentage per year of that Portfolio's Class 2 average daily net assets, pursuant to the terms and conditions referenced below under its Class 2 Rule 12b-1 Distribution Plan. AGREEMENT PROVISIONS If the Company, on behalf of any Account, purchases Trust Portfolio shares ("Eligible Shares") which are subject to a Rule 12b-1 plan adopted under the 1940 Act (the "Plan"), the Company may participate in the Plan. To the extent the Company or its affiliates, agents or designees (collectively "you") provide any activity or service which is primarily intended to assist in the promotion, distribution or account servicing of Eligible Shares ("Rule 12b-1 Services") or variable contracts offering Eligible Shares, the Underwriter, the Trust or their affiliates (collectively, "we") may pay you a Rule 12b-1 fee. "Rule 12b-1 Services" may include, but are not limited to, printing of prospectuses and reports used for sales purposes, preparing and distributing sales literature and related expenses, advertisements, education of dealers and their representatives, and similar distribution-related expenses, furnishing personal services to owners of Contracts which may invest in Eligible Shares ("Contract Owners"), education of Contract Owners, answering routine inquiries regarding a Portfolio, coordinating responses to Contract Owner inquiries regarding the Portfolios, maintaining such accounts or providing such other enhanced services as a Trust Portfolio or Contract may require, or providing other services eligible for service fees as defined under NASD rules. Your acceptance of such compensation is your acknowledgment that eligible services have been rendered. All Rule 12b-1 fees, shall be based on the value of Eligible Shares owned by the Company on behalf of its Accounts, and shall be calculated on the basis and at the rates set forth in the compensation provisions stated above. The aggregate annual fees paid pursuant to each Plan shall not exceed the amounts stated as the "annual maximums" in the Portfolio's prospectus, unless an increase is approved by shareholders as provided in the Plan. These maximums shall be a specified percent of the value of a Portfolio's net assets attributable to Eligible Shares owned by the Company on behalf of its Accounts (determined in the same manner as the Portfolio uses to compute its net assets as set forth in its effective Prospectus). The Rule 12b-1 fee will be paid to you within thirty (30) days after the end of the three-month periods ending in January, April, July and October. You shall furnish us with such information as shall reasonably be requested by the Trust's Boards of Trustees ("Trustees") with respect to the Rule 12b-1 fees paid to you pursuant to the Plans. We shall furnish to the Trustees, for their review on a quarterly basis, a written report of the amounts expended under the Plans and the purposes for which such expenditures were made. 12 The Plans and provisions of any agreement relating to such Plans must be approved annually by a vote of the Trustees, including the Trustees who are not interested persons of the Trust and who have no financial interest in the Plans or any related agreement ("Disinterested Trustees"). Each Plan may be terminated at any time by the vote of a majority of the Disinterested Trustees, or by a vote of a majority of the outstanding shares as provided in the Plan, on sixty (60) days' written notice, without payment of any penalty. The Plans may also be terminated by any act that terminates the Underwriting Agreement between the Underwriter and the Trust, and/or the management or administration agreement between Franklin Advisers, Inc. and its affiliates and the Trust. Continuation of the Plans is also conditioned on Disinterested Trustees being ultimately responsible for selecting and nominating any new Disinterested Trustees. Under Rule 12b-1, the Trustees have a duty to request and evaluate, and persons who are party to any agreement related to a Plan have a duty to furnish, such information as may reasonably be necessary to an informed determination of whether the Plan or any agreement should be implemented or continued. Under Rule 12b-1, the Trust is permitted to implement or continue Plans or the provisions of any agreement relating to such Plans from year-to-year only if, based on certain legal considerations, the Trustees are able to conclude that the Plans will benefit each affected Trust Portfolio and class. Absent such yearly determination, the Plans must be terminated as set forth above. In the event of the termination of the Plans for any reason, the provisions of this Schedule F relating to the Plans will also terminate. You agree that your selling agreements with persons or entities through whom you intend to distribute Contracts will provide that compensation paid to such persons or entities may be reduced if a Portfolio's Plan is no longer effective or is no longer applicable to such Portfolio or class of shares available under the Contracts. Any obligation assumed by the Trust pursuant to this Agreement shall be limited in all cases to the assets of the Trust and no person shall seek satisfaction thereof from shareholders of the Trust. You agree to waive payment of any amounts payable to you by Underwriter under a Plan until such time as the Underwriter has received such fee from the Trust. The provisions of the Plans shall control over the provisions of the Participation Agreement, including this Schedule F, in the event of any inconsistency. You agree to provide complete disclosure as required by all applicable statutes, rules and regulations of all rule 12b-1 fees received from us in the prospectus of the Contracts. 13 AMENDMENT NO. 5 TO PARTICIPATION AGREEMENT -- HARTFORD NON-LEADERS As of May 1, 2008 by and among Franklin Templeton Variable Insurance Products Trust Franklin Templeton Distributors, Inc. Hartford Life Insurance Company, Hartford Life and Annuity Insurance Company, Hartford Securities Distribution Company, Inc. Hartford Equity Sales Company, Inc. Franklin Templeton Variable Insurance Products Trust (the "Trust"), Franklin Templeton Distributors, Inc. (the "Underwriter," and together with the Trust, "we" or "us"), Hartford Life Insurance Company, Hartford Life and Annuity Insurance Company ("you"), and Hartford Securities Distribution Company, Inc., your distributor, and Hartford Equity Sales Company, Inc. on your behalf and on behalf of certain Accounts, have previously entered into a Participation Agreement dated May 1, 2000 and subsequently amended on January 20, 2004, May 1, 2006, May 1, 2007, and October 1, 2007 (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. The term "National Association of Securities Dealers, Inc. (the "NASD") is hereby replaced with "Financial Industry Regulatory Authority ("FINRA")" throughout the Agreement in sections 2.1.6, 2.3.1, 10.7, 10.8 and Schedule F, respectively. 2. Schedules C and D of the Agreement are deleted and replaced in their entirety with the Schedules C and D attached hereto, respectively. 3. 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 May 1, 2008. The Trust: FRANKLIN TEMPLETON VARIABLE INSURANCE PRODUCTS TRUST ONLY ON BEHALF OF EACH PORTFOLIO LISTED ON SCHEDULE C OF THE AGREEMENT. By: /s/ Karen L. Skidmore ----------------------------- Name: Karen L. Skidmore Title: Vice President
The Underwriter: FRANKLIN/TEMPLETON DISTRIBUTORS, INC. By: /s/ Thomas Regner ----------------------------- Name: Thomas Regner Title: Senior Vice President
The Company: HARTFORD LIFE INSURANCE COMPANY HARTFORD LIFE AND ANNUITY INSURANCE COMPANY By its authorized officer, By its authorized officer, By: /s/ John Keenan By: /s/ John Keenan ----------------------------------- ----------------------------- Name: John Keenan Name: John Keenan Title: Senior Vice President Title: Senior Vice President
The Distributor: HARTFORD SECURITIES DISTRIBUTION COMPANY, HARTFORD EQUITY SALES COMPANY, INC. INC By its authorized officer, By its authorized officer, By: /s/ Brian Murphy By: /s/ John Keenan ----------------------------------- ----------------------------- Name: Brian Murphy Name: John Keenan Title: Director Title: Senior Vice President
2 SCHEDULE C AVAILABLE PORTFOLIOS AND CLASSES OF SHARES OF THE TRUST 1. Franklin Flex Cap Growth Securities Fund -- Class 2 2. Franklin Income Securities Fund -- Class 2 3. Franklin Rising Dividends Securities Fund -- Class 2 4. Franklin Small-Mid Cap Growth Securities Fund -- Class 1 5. Franklin Small-Mid Cap Growth Securities Fund -- Class 2 6. Franklin Small Cap Value Securities Fund -- Class 2 7. Franklin Strategic Income Securities Fund -- Class 1 8. Mutual Discovery Securities Fund -- Class 2 9. Mutual Shares Securities Fund -- Class 2 10. Templeton Developing Markets Securities Fund -- Class 1 11. Templeton Foreign Securities Fund -- Class 2 12. Templeton Global Income Securities Fund -- Class 2 13. Templeton Growth Securities Fund -- Class 2 3 SCHEDULE D CONTRACTS OF THE COMPANY
PRODUCT NAME SEPARATE ACCOUNT NAME INSURANCE REGISTERED Y/N REGISTERED Y/N # COMPANY 1933 ACT # 1940 ACT # CLASSES OF SHARES AND PORTFOLIOS -------------------------------------------------------------------------------------------------------------------- 01 Hartford Life Hartford Select Hartford Life Insurance CLASS 1 SHARES: Insurance Leaders Variable Company Separate Account Franklin Strategic Income Securities Company Annuity Three Fund Yes Yes Templeton Developing Markets Securities 333-35000 811-08584 Fund CLASS 2 SHARES: Franklin Small-Mid Cap Growth Securities Fund Mutual Shares Securities Fund Templeton Growth Securities Fund 02 Hartford Life Hartford Select Hartford Life Insurance CLASS 1 SHARES: Insurance Leaders (Series Company Separate Account Franklin Strategic Income Securities Company II) Variable Three Fund Annuity Yes Templeton Developing Markets Securities Yes 811-08584 Fund 333-101927 CLASS 2 SHARES: Franklin Small-Mid Cap Growth Securities Fund Mutual Shares Securities Fund Templeton Growth Securities Fund 03 Hartford Life Hartford Select Hartford Life and Annuity CLASS 1 SHARES: and Annuity Leaders Variable Insurance Company Separate Franklin Strategic Income Securities Insurance Annuity Account Three Fund Company Yes Yes Templeton Developing Markets Securities 333-34998 811-08580 Fund CLASS 2 SHARES: Franklin Small-Mid Cap Growth Securities Fund Mutual Shares Securities Fund Templeton Growth Securities Fund 04 Hartford Life Hartford Select Hartford Life and Annuity CLASS 1 SHARES: and Annuity Leaders (Series Insurance Company Separate Franklin Strategic Income Securities Insurance II) Variable Account Three Fund Company Annuity Yes Templeton Developing Markets Securities Yes 811-08580 Fund 333-101928 CLASS 2 SHARES: Franklin Small-Mid Cap Growth Securities Fund Mutual Shares Securities Fund Templeton Growth Securities Fund 05 Hartford Life Hartford Select Hartford Life Insurance CLASS 1 SHARES: Insurance Leaders Outlook Company Separate Account Franklin Strategic Income Securities Company Variable Annuity Three Fund Yes Yes Templeton Developing Markets Securities 333-102625 811-08584 Fund CLASS 2 SHARES: Franklin Small-Mid Cap Growth Securities Fund Mutual Shares Securities Fund Templeton Growth Securities Fund 06 Hartford Life Hartford Select Hartford Life and Annuity CLASS 1 SHARES: and Annuity Leaders Outlook Insurance Company Separate Franklin Strategic Income Securities Insurance Variable Annuity Account Three Fund Company Yes Yes Templeton Developing Markets Securities 333-102628 811-08580 Fund CLASS 2 SHARES: Franklin Small-Mid Cap Growth Securities Fund Mutual Shares Securities Fund Templeton Growth Securities Fund
4
PRODUCT NAME SEPARATE ACCOUNT NAME INSURANCE REGISTERED Y/N REGISTERED Y/N # COMPANY 1933 ACT # 1940 ACT # CLASSES OF SHARES AND PORTFOLIOS ------------------------------------------------------------------------------------------------------------- 07 Hartford Life Hartford Select Hartford Life Insurance CLASS 1 SHARES: Insurance Leaders Last Company Separate Account Franklin Strategic Income Securities Company Survivor VL II Fund Universal Life Yes Templeton Developing Markets Insurance 811-07271 Securities Fund Yes CLASS 2 SHARES: 333-88261 Franklin Small-Mid Cap Growth Securities Fund Mutual Shares Securities Fund Templeton Growth Securities Fund 08 Hartford Life Hartford Select Hartford Life and Annuity CLASS 1 SHARES: and Annuity Leaders Last Insurance Company Separate Franklin Strategic Income Securities Insurance Survivor Account VL II Fund Company Universal Life Yes Templeton Developing Markets Insurance 811-07273 Securities Fund Yes CLASS 2 SHARES: 333-67373 Franklin Small-Mid Cap Growth Securities Fund Mutual Shares Securities Fund Templeton Growth Securities Fund 09 Hartford Life Omnisource ICMG Registered Variable CLASS 1 SHARES: Insurance Variable Life Life Separate Account A Franklin Strategic Income Securities Company Insurance Yes Fund Yes 811-08913 CLASS 2 SHARES: 333-60515 Franklin Rising Dividends Securities Fund Franklin Small-Mid Cap Growth Securities Fund Franklin Small Cap Value Securities Fund Mutual Shares Securities Fund Templeton Growth Securities Fund Templeton Foreign Securities Fund 10 Hartford Life Omnisource ICMG Registered Variable CLASS 1 SHARES: and Annuity Variable Life Life Separate Account One Franklin Strategic Income Securities Insurance Insurance Yes Fund Company Yes 811-07387 CLASS 2 SHARES: 033-63731 Franklin Rising Dividends Securities Fund Franklin Small-Mid Cap Growth Securities Fund Franklin Small Cap Value Securities Fund Mutual Shares Securities Fund Templeton Growth Securities Fund Templeton Foreign Securities Fund 11 Hartford Life Stag Variable Hartford Life Insurance CLASS 2 SHARES: Insurance Life Insurance Company Separate Account Franklin Income Securities Fund Company Yes VL I Franklin Small Cap Value Securities 033-53692 Yes Fund 811-3072 Mutual Discovery Securities Fund Mutual Shares Securities Fund Templeton Global Income Securities Fund Templeton Growth Securities Fund 12 Hartford Life Stag Variable Hartford Life and Annuity CLASS 2 SHARES: and Annuity Life Insurance Insurance Company Separate Franklin Income Securities Fund Insurance Yes Account VL I Franklin Small Cap Value Securities Company 033-61267 Yes Fund 811-07329 Mutual Discovery Securities Fund Mutual Shares Securities Fund Templeton Global Income Securities Fund Templeton Growth Securities Fund
5
PRODUCT NAME SEPARATE ACCOUNT NAME INSURANCE REGISTERED Y/N REGISTERED Y/N # COMPANY 1933 ACT # 1940 ACT # CLASSES OF SHARES AND PORTFOLIOS ------------------------------------------------------------------------------------------------------------- 13 Hartford Life Stag Variable Hartford Life Insurance CLASS 2 SHARES: Insurance Life Artisan Company Separate Account Franklin Income Securities Fund Company Yes VL I Franklin Small Cap Value Securities 333-07465 Yes Fund 811-3072 Mutual Discovery Securities Fund Mutual Shares Securities Fund Templeton Global Income Securities Fund Templeton Growth Securities Fund 14 Hartford Life Stag Variable Hartford Life and Annuity CLASS 2 SHARES: and Annuity Life Artisan Insurance Company Separate Franklin Income Securities Fund Insurance Yes Account VL I Franklin Small Cap Value Securities Company 333-07471 Yes Fund 811-07329 Mutual Discovery Securities Fund Mutual Shares Securities Fund Templeton Global Income Securities Fund Templeton Growth Securities Fund 15 Hartford Life Stag Protector Hartford Life Insurance CLASS 2 SHARES: Insurance Variable Company Separate Account Franklin Income Securities Fund Company Universal Life VL I Franklin Small Cap Value Securities Insurance Yes Fund Yes 811-3072 Mutual Discovery Securities Fund 333-94617 Mutual Shares Securities Fund Templeton Global Income Securities Fund Templeton Growth Securities Fund 16 Hartford Life Stag Protector Hartford Life and Annuity CLASS 2 SHARES: and Annuity Variable Insurance Company Separate Franklin Income Securities Fund Insurance Universal Life Account VL I Franklin Small Cap Value Securities Company Insurance Yes Fund Yes 811-07329 Mutual Discovery Securities Fund 333-83057 Mutual Shares Securities Fund Templeton Global Income Securities Fund Templeton Growth Securities Fund 17 Hartford Life Stag Accumulator Hartford Life Insurance CLASS 2 SHARES: Insurance Variable Company Separate Account Franklin Income Securities Fund Company Universal Life VL I Franklin Small Cap Value Securities Insurance Yes Fund Yes 811-3072 Mutual Discovery Securities Fund 333-50280 Mutual Shares Securities Fund Templeton Global Income Securities Fund Templeton Growth Securities Fund 18 Hartford Life Stag Accumulator Hartford Life and Annuity CLASS 2 SHARES: and Annuity Variable Insurance Company Separate Franklin Income Securities Fund Insurance Universal Life Account VL I Franklin Small Cap Value Securities Company Insurance Yes Fund Yes 811-07329 Mutual Discovery Securities Fund 333-93319 Mutual Shares Securities Fund Templeton Global Income Securities Fund Templeton Growth Securities Fund 19 Hartford Life Stag Wall Street Hartford Life and Annuity CLASS 2 SHARES: and Annuity Variable Insurance Company Separate Franklin Income Securities Fund Insurance Universal Life Account VL I Franklin Small Cap Value Securities Company Insurance Yes Fund Yes 811-07329 Mutual Discovery Securities Fund 333-82866 Mutual Shares Securities Fund Templeton Global Income Securities Fund Templeton Growth Securities Fund
6
PRODUCT NAME SEPARATE ACCOUNT NAME INSURANCE REGISTERED Y/N REGISTERED Y/N # COMPANY 1933 ACT # 1940 ACT # CLASSES OF SHARES AND PORTFOLIOS ------------------------------------------------------------------------------------------------------------- 20 Hartford Life Stag Variable Hartford Life Insurance CLASS 2 SHARES: Insurance Life Last Company Separate Account Franklin Income Securities Fund Company Survivor VL II Franklin Small Cap Value Securities Yes Yes Fund 033-89990 811-07271 Mutual Discovery Securities Fund Mutual Shares Securities Fund Templeton Global Income Securities Fund Templeton Growth Securities Fund 21 Hartford Life Stag Variable Hartford Life and Annuity CLASS 2 SHARES: and Annuity Life Last Insurance Company Separate Franklin Income Securities Fund Insurance Survivor Account VL II Franklin Small Cap Value Securities Company Yes Yes Fund 033-89988 811-07273 Mutual Discovery Securities Fund Mutual Shares Securities Fund Templeton Global Income Securities Fund Templeton Growth Securities Fund 22 Hartford Life Stag Variable Hartford Life Insurance CLASS 2 SHARES: Insurance Life Last Company Separate Account Franklin Income Securities Fund Company Survivor II VL II Franklin Small Cap Value Securities Yes Yes Fund 333-88261 811-07271 Mutual Discovery Securities Fund Mutual Shares Securities Fund Templeton Global Income Securities Fund Templeton Growth Securities Fund 23 Hartford Life Stag Variable Hartford Life and Annuity CLASS 2 SHARES: and Annuity Life Last Insurance Company Separate Franklin Income Securities Fund Insurance Survivor II Account VL II Franklin Small Cap Value Securities Company Yes Yes Fund 333-67373 811-07273 Mutual Discovery Securities Fund Mutual Shares Securities Fund Templeton Global Income Securities Fund Templeton Growth Securities Fund 24 Hartford Life Stag Protector II Hartford Life Insurance CLASS 2 SHARES: Insurance Variable Company Separate Account Franklin Income Securities Fund Company Universal Life VL I Franklin Small Cap Value Securities Insurance Yes Fund Yes 811-3072 Mutual Discovery Securities Fund 333-109530 Mutual Shares Securities Fund Templeton Global Income Securities Fund Templeton Growth Securities Fund 25 Hartford Life Stag Protector II Hartford Life and Annuity CLASS 2 SHARES: and Annuity Variable Insurance Company Separate Franklin Income Securities Fund Insurance Universal Life Account VL I Franklin Small Cap Value Securities Company Insurance Yes Fund Yes 811-07329 Mutual Discovery Securities Fund 333-88787 Mutual Shares Securities Fund Templeton Global Income Securities Fund Templeton Growth Securities Fund 26 Hartford Life Stag Accumulator Hartford Life Insurance CLASS 2 SHARES: Insurance II Variable Company Separate Account Franklin Income Securities Fund Company Universal Life VL I Franklin Small Cap Value Securities Insurance Yes Fund Yes 811-3072 Mutual Discovery Securities Fund 333-109529 Mutual Shares Securities Fund Templeton Global Income Securities Fund Templeton Growth Securities Fund
7
PRODUCT NAME SEPARATE ACCOUNT NAME INSURANCE REGISTERED Y/N REGISTERED Y/N # COMPANY 1933 ACT # 1940 ACT # CLASSES OF SHARES AND PORTFOLIOS ------------------------------------------------------------------------------------------------------------- 27 Hartford Life Stag Accumulator Hartford Life and Annuity CLASS 2 SHARES: and Annuity II Variable Insurance Company Separate Franklin Income Securities Fund Insurance Universal Life Account VL I Franklin Small Cap Value Securities Company Insurance Yes Fund Yes 811-07329 Mutual Discovery Securities Fund 333-07471 Mutual Shares Securities Fund Templeton Global Income Securities Fund Templeton Growth Securities Fund 28 Hartford Life Hartford Quantum Hartford Life Insurance CLASS 2 SHARES: Insurance Variable Life Company Separate Account Franklin Income Securities Fund Company Insurance VL I Franklin Small Cap Value Securities Yes Yes Fund 333-110550 811-3072 Mutual Discovery Securities Fund Mutual Shares Securities Fund Templeton Global Income Securities Fund Templeton Growth Securities Fund 29 Hartford Life Hartford Quantum Hartford Life and Annuity CLASS 2 SHARES: and Annuity Variable Life Insurance Company Separate Franklin Income Securities Fund Insurance Insurance Account VL I Franklin Small Cap Value Securities Company Yes Yes Fund 333-110548 811-07329 Mutual Discovery Securities Fund Mutual Shares Securities Fund Templeton Global Income Securities Fund Templeton Growth Securities Fund 30 Hartford Life Hartford Quantum Hartford Life Insurance CLASS 2 SHARES: Insurance II VUL Company Separate Account Franklin Income Securities Fund Company Yes VL I Franklin Small Cap Value Securities 333-127379 Yes Fund 811-3072 Mutual Discovery Securities Fund Mutual Shares Securities Fund Templeton Global Income Securities Fund Templeton Growth Securities Fund 31 Hartford Life Hartford Quantum Hartford Life and Annuity CLASS 2 SHARES: and Annuity II VUL Insurance Company Separate Franklin Income Securities Fund Insurance Yes Account VL I Franklin Small Cap Value Securities Company 333-127380 Yes Fund 811-07329 Mutual Discovery Securities Fund Mutual Shares Securities Fund Templeton Global Income Securities Fund Templeton Growth Securities Fund 32 Hartford Life Hartford Variable Hartford Life Insurance CLASS 2 SHARES: Insurance Universal Life Company Separate Account Franklin Income Securities Fund Company Last Survivor VL II Franklin Small Cap Value Securities Yes Yes Fund 333-131133 811-07271 Mutual Discovery Securities Fund Mutual Shares Securities Fund Templeton Global Income Securities Fund Templeton Growth Securities Fund 33 Hartford Life Hartford Variable Hartford Life and Annuity CLASS 2 SHARES: and Annuity Universal life Insurance Company Separate Franklin Income Securities Fund Insurance Last Survivor Account VL II Franklin Small Cap Value Securities Company Yes Yes Fund 333-131135 811-07273 Mutual Discovery Securities Fund Mutual Shares Securities Fund Templeton Global Income Securities Fund Templeton Growth Securities Fund
8
PRODUCT NAME SEPARATE ACCOUNT NAME INSURANCE REGISTERED Y/N REGISTERED Y/N # COMPANY 1933 ACT # 1940 ACT # CLASSES OF SHARES AND PORTFOLIOS ------------------------------------------------------------------------------------------------------------- 34 Hartford Life Hartford Group Hartford Life Insurance CLASS 1 SHARES: Insurance Variable Annuity Company Separate Account Franklin Small-Mid Cap Growth Company Contracts Two Securities Fund Yes Yes CLASS 2 SHARES: 033-19946 811-03072-01 Franklin Income Securities Fund HV-1452-0 HV-1499-0 35 Hartford Life Hartford Leaders Hartford Life Insurance CLASS 1 SHARES: Insurance Variable Company Separate Account Franklin Strategic Income Securities Company Universal Life VL II Fund Liberty Yes Templeton Developing Markets Yes 811-07271 Securities Fund 333-148814 CLASS 2 SHARES: Franklin Flex Cap Growth Securities Fund Franklin Income Securities Fund Franklin Small Cap Value Securities Fund Franklin Small-Mid Cap Growth Securities Fund Mutual Discovery Securities Fund Mutual Shares Securities Fund Templeton Foreign Securities Fund Templeton Global Income Securities Fund Templeton Growth Securities Fund 36 Hartford Life Hartford Leaders Hartford Life and Annuity CLASS 1 SHARES: and Annuity Variable Insurance Company Separate Franklin Strategic Income Securities Insurance Universal Life Account VL II Fund Company Liberty Yes Templeton Developing Markets Yes 811-07273 Securities Fund 333-148816 CLASS 2 SHARES: Franklin Flex Cap Growth Securities Fund Franklin Income Securities Fund Franklin Small Cap Value Securities Fund Franklin Small-Mid Cap Growth Securities Fund Mutual Discovery Securities Fund Mutual Shares Securities Fund Templeton Foreign Securities Fund Templeton Global Income Securities Fund Templeton Growth Securities Fund 37 Hartford Life Hartford Leaders Hartford Life Insurance CLASS 1 SHARES: Insurance Variable Company Separate Account Franklin Strategic Income Securities Company Universal Life VL II Fund Legacy Yes Templeton Developing Markets Yes 811-07271 Securities Fund 333-148817 CLASS 2 SHARES: Franklin Flex Cap Growth Securities Fund Franklin Income Securities Fund Franklin Small Cap Value Securities Fund Franklin Small-Mid Cap Growth Securities Fund Mutual Discovery Securities Fund Mutual Shares Securities Fund Templeton Foreign Securities Fund Templeton Global Income Securities Fund Templeton Growth Securities Fund
9
PRODUCT NAME SEPARATE ACCOUNT NAME INSURANCE REGISTERED Y/N REGISTERED Y/N # COMPANY 1933 ACT # 1940 ACT # CLASSES OF SHARES AND PORTFOLIOS ------------------------------------------------------------------------------------------------------------- 38 Hartford Life Hartford Leaders Hartford Life and Annuity CLASS 1 SHARES: and Annuity Variable Insurance Company Separate Franklin Strategic Income Securities Insurance Universal Life Account VL II Fund Company Legacy Yes Templeton Developing Markets Yes 811-07273 Securities Fund 333-148815 CLASS 2 SHARES: Franklin Flex Cap Growth Securities Fund Franklin Income Securities Fund Franklin Small Cap Value Securities Fund Franklin Small-Mid Cap Growth Securities Fund Mutual Discovery Securities Fund Mutual Shares Securities Fund Templeton Foreign Securities Fund Templeton Global Income Securities Fund Templeton Growth Securities Fund
10 AMENDMENT NO. 8 TO PARTICIPATION AGREEMENT Franklin Templeton Variable Insurance Products Trust Franklin/Templeton Distributors, Inc. Hartford Life Insurance Company Hartford Equity Sales Company, Inc. Franklin Templeton Variable Insurance Products Trust (the "Trust"), Franklin/Templeton Distributors, Inc. (the "Underwriter," and together with the Trust, "we" or "us"), Hartford Life Insurance Company (the "Company" or "you"), and Hartford Equity Sales Company, Inc., your distributor, on your behalf and on behalf of certain Accounts, have previously entered into a Participation Agreement dated May 1, 2000 and subsequently amended August 1, 2001, May 1, 2002, July 30, 2002, October 31, 2002, February 1, 2003, December 14, 2006 and June 5, 2007 (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. The term "National Association of Securities Dealers, Inc. (the "NASD") is hereby replaced with "Financial Industry Regulatory Authority ("FINRA")" throughout the Agreement in sections 2.1.6, 2.3.1, 10.7, 10.8 and Schedule F, respectively. 2. Section 10.12 is amended and restated in its entirety as follows: "10.12 No provisions of this Agreement may be amended or modified in any manner except by a written agreement properly authorized and executed by both parties. Notwithstanding the foregoing: (i) the Site Terms may be separately amended as provided therein and, as so amended and in effect from time to time, shall be a part of this Agreement; and (ii) Schedule C may be separately amended as provided therein and, as so amended shall be a part of this Agreement." 3. Schedules C, D, F and G of the Agreement are deleted and replaced in their entirety with the Schedules C, D, F and G attached hereto, respectively. 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 July 2, 2009. The Trust: FRANKLIN TEMPLETON VARIABLE INSURANCE PRODUCTS TRUST ONLY ON BEHALF OF EACH PORTFOLIO LISTED ON SCHEDULE C OF THE AGREEMENT. By: /s/ Karen L. Skidmore ----------------------------- Name: Karen L. Skidmore Title: Vice President
The Underwriter: FRANKLIN/TEMPLETON DISTRIBUTORS, INC. By: /s/ Thomas Regner ----------------------------- Name: Thomas Regner Title: Senior Vice President
The Company: HARTFORD LIFE INSURANCE COMPANY By: /s/ James P. Van Etten ----------------------------- Name: James P. Van Etten Title: Vice President
The Distributor: HARTFORD EQUITY SALES COMPANY, INC By: /s/ Brian R. Murphy ----------------------------- Name: Brian R. Murphy Title: Executive Vice President
2 SCHEDULE C AVAILABLE PORTFOLIOS AND CLASSES OF SHARES OF THE TRUST 1. Franklin Rising Dividends Securities Fund, Class 2 2. Franklin Small Cap Value Securities Fund, Class 2 3. Franklin Small-Mid Cap Growth Securities Fund, Class 2 4. Franklin Strategic Income Securities Fund, Class 1 5. Mutual Shares Securities Fund, Class 2 6. Templeton Developing Markets Securities Fund, Class 1 7. Templeton Foreign Securities Fund, Classes 1 & 2 8. Templeton Global Income Securities Fund, Class 1 9. Templeton Growth Securities Fund, Class 2 10. Franklin Income Securities Fund, Class 2 11. Franklin Strategic Income Securities Fund, Class 2 12. Franklin U.S. Government Fund, Class 2 13. Mutual Global Discovery Securities Fund, Class 2 In addition to portfolios and classes of shares listed above, any additional Portfolios and classes of shares other than Class 3 shares are included in this Schedule C listing provided that: (1) the General Counsel of Franklin Templeton Investments receives from a person authorized by you a written notice in the form attached (which may be electronic mail or sent by electronic mail) ("Notice") identifying this Agreement as provided in the Notice and specifying: (i) the names and classes of shares of additional Portfolios that you propose to offer as investment options of the Separate Accounts under the Contracts; and (ii) the date that you propose to begin offering Separate Account interests investing in the additional Portfolios under the Contracts; and (2) we do not within ten (10) Business Days following receipt of the Notice send you a writing (which may be electronic mail) objecting to your offering such Separate Accounts investing in the additional Portfolios and classes of shares under the Contracts. Provided that we do not object as provided above, your Notice shall amend, supplement and become a part of this Schedule C and the Agreement. 3 FORM OF NOTICE PURSUANT TO SCHEDULE C OF PARTICIPATION AGREEMENT To: General Counsel c/o Linda Lai (Llai@frk.com;) or Kevin Kirchoff (kkircho@frk.com) Fax: 650 525-7059 Franklin Templeton Investments 1 Franklin Parkway, Bldg. 920, 2nd Floor San Mateo, CA 94402 With respect to the following agreement(s) (collectively, the "Agreement") (please reproduce and complete table for multiple agreements): DATE OF PARTICIPATION AGREEMENT: INSURANCE COMPANY(IES): INSURANCE COMPANY DISTRIBUTOR(S): 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:
NAMES AND CLASSES OF SHARES OF ADDITIONAL PORTFOLIOS OFFERING DATE(S) ------------------------------------------------------------------------------ Listing of current classes for your reference: Class 1 (no 12b-1 fee); Class 2 (12b-1 fee of 25 bps); or Class 4 (12b-1 fee of 35 bps).
NAME AND TITLE OF AUTHORIZED PERSON OF INSURANCE COMPANY: CONTACT INFORMATION: 4 SCHEDULE D CONTRACTS OF THE COMPANY All variable life and variable annuity contracts issued by separate accounts listed on Schedule B of this Agreement. 5 SCHEDULE F RULE 12B-1 PLANS OF THE TRUST COMPENSATION Each Class 2 or Class 4 Portfolio named or referenced on Schedule C of this Agreement may make payments at a rate stated in its prospectus pursuant to the terms and conditions of its Rule 12b-1 distribution plan. AGREEMENT PROVISIONS If the Company, on behalf of any Account, purchases Trust Portfolio shares ("Eligible Shares") that are subject to a Rule 12b-1 plan adopted under the 1940 Act (the "Plan"), the Company, on behalf of its Distributor, may participate in the Plan. To the extent the Company or its affiliates, agents or designees (collectively "you") provide any activity or service that is primarily intended to assist in the promotion, distribution or account servicing of Eligible Shares ("Rule 12b-1 Services") or variable contracts offering Eligible Shares, the Underwriter, the Trust or their affiliates (collectively, "we") may pay you a Rule 12b-1 fee. "Rule 12b-1 Services" may include, but are not limited to, printing of prospectuses and reports used for sales purposes, preparing and distributing sales literature and related expenses, advertisements, education of dealers and their representatives, and similar distribution-related expenses, furnishing personal services to owners of Contracts which may invest in Eligible Shares ("Contract Owners"), education of Contract Owners, answering routine inquiries regarding a Portfolio, coordinating responses to Contract Owner inquiries regarding the Portfolios, maintaining such accounts or providing such other enhanced services as a Trust Portfolio or Contract may require, or providing other services eligible for service fees as defined under FINRA rules. Your acceptance of such compensation is your acknowledgment that eligible services have been rendered. All Rule 12b-1 fees, shall be based on the value of Eligible Shares owned by the Company on behalf of its Accounts, and shall be calculated on the basis and at the rates set forth in the compensation provision stated above. The aggregate annual fees paid pursuant to each Plan shall not exceed the amounts stated as the "annual maximums" in the Portfolio's prospectus, unless an increase is approved by shareholders as provided in the Plan. These maximums shall be a specified percent of the value of a Portfolio's net assets attributable to Eligible Shares owned by the Company on behalf of its Accounts (determined in the same manner as the Portfolio uses to compute its net assets as set forth in its effective Prospectus). The Rule 12b-1 fee will be paid to you within thirty (30) days after the end of the three-month periods ending in January, April, July and October. You shall furnish us with such information as shall reasonably be requested by the Trust's Boards of Trustees ("Trustees") with respect to the Rule 12b-1 fees paid to you pursuant to the Plans. We shall furnish to the Trustees, for their review on a quarterly basis, a written report of the amounts expended under the Plans and the purposes for which such expenditures were made. 6 The Plans and provisions of any agreement relating to such Plans must be approved annually by a vote of the Trustees, including the Trustees who are not interested persons of the Trust and who have no financial interest in the Plans or any related agreement ("Disinterested Trustees"). Each Plan may be terminated at any time by the vote of a majority of the Disinterested Trustees, or by a vote of a majority of the outstanding shares as provided in the Plan, on sixty (60) days' written notice, without payment of any penalty, or as provided in the Plan. Continuation of the Plans is also conditioned on Disinterested Trustees being ultimately responsible for selecting and nominating any new Disinterested Trustees. Under Rule 12b-1, the Trustees have a duty to request and evaluate, and persons who are party to any agreement related to a Plan have a duty to furnish, such information as may reasonably be necessary to an informed determination of whether the Plan or any agreement should be implemented or continued. Under Rule 12b-1, the Trust is permitted to implement or continue Plans or the provisions of any agreement relating to such Plans from year-to-year only if, based on certain legal considerations, the Trustees are able to conclude that the Plans will benefit each affected Trust Portfolio and class. Absent such yearly determination, the Plans must be terminated as set forth above. In the event of the termination of the Plans for any reason, the provisions of this Schedule F relating to the Plans will also terminate. You agree that your selling agreements with persons or entities through whom you intend to distribute Contracts will provide that compensation paid to such persons or entities may be reduced if a Portfolio's Plan is no longer effective or is no longer applicable to such Portfolio or class of shares available under the Contracts. Any obligation assumed by the Trust pursuant to this Agreement shall be limited in all cases to the assets of the Trust and no person shall seek satisfaction thereof from shareholders of the Trust. You agree to waive payment of any amounts payable to you by Underwriter under a Plan until such time as the Underwriter has received such fee from the Trust. The provisions of the Plans shall control over the provisions of the Participation Agreement, including this Schedule F, in the event of any inconsistency. You agree to provide complete disclosure as required by all applicable statutes, rules and regulations of all rule 12b-1 fees received from us in the prospectus of the Contracts. 7 SCHEDULE G ADDRESSES FOR NOTICES To the Company: Hartford Life Insurance Company 200 Hopmeadow Street Simsbury, Connecticut 06089 Attention: Lisa Proch Copy to: General Counsel With a copy to: Hartford Life 100 Campus Drive, Suite 250 Florham Park, New Jersey 07932 Attention: James Hedreen, Vice President To the Distributor: Hartford Equity Sales Company, Inc. 200 Hopmeadow Street Simsbury, Connecticut 06089 Attention: Tamara Fagely, Controller To the Trust: Franklin Templeton Variable Insurance Products Trust One Franklin Parkway, Bldg. 920 2nd Floor San Mateo, California 94403 Attention: Karen L. Skidmore, Vice President To the Underwriter: Franklin/Templeton Distributors, Inc. 140 Fountain Parkway, 8th Floor St. Petersburg, FL 33716 Attention: Peter Jones, President If to the Trust or Franklin Templeton Investments Underwriter with a One Franklin Parkway, Bldg. 920 2nd Floor copy to: San Mateo, California 94403 Attention: General Counsel 8 AMENDMENT NO. 6 TO PARTICIPATION AGREEMENT -- HARTFORD NON-LEADERS Franklin Templeton Variable Insurance Products Trust Franklin/Templeton Distributors, Inc. Hartford Life Insurance Company, Hartford Life and Annuity Insurance Company, Hartford Securities Distribution Company, Inc. Hartford Equity Sales Company, Inc. Franklin Templeton Variable Insurance Products Trust (the "Trust"), Franklin Templeton Distributors, Inc. (the "Underwriter," and together with the Trust, "we" or "us"), Hartford Life Insurance Company, Hartford Life and Annuity Insurance Company (together the "Company" or "you"), and Hartford Securities Distribution Company, Inc. and Hartford Equity Sales Company, Inc., (together the "Distributor"), on your behalf and on behalf of certain Accounts, have previously entered into a Participation Agreement dated May 1, 2000, and subsequently amended January 20, 2004, May 1, 2006, May 1, 2007, October 1, 2007 and May 1, 2008 (the "Agreement"). The parties now desire to amend the Agreement by this amendment (the "Amendment"). 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 6 is amended and restated in its entirety as set forth in Attachment A to this Amendment. 2. 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 September 22, 2010. The Trust: FRANKLIN TEMPLETON VARIABLE INSURANCE PRODUCTS TRUST ONLY ON BEHALF OF EACH PORTFOLIO LISTED ON SCHEDULE C OF THE AGREEMENT. By: /s/ Karen L. Skidmore --------------------------------------- Name: Karen L. Skidmore Title: Vice President
The Underwriter: FRANKLIN/TEMPLETON DISTRIBUTORS, INC. By: /s/ Thomas M. Regner --------------------------------- Name: Thomas M. Regner Title: Executive Vice President
The Company: HARTFORD LIFE INSURANCE COMPANY By its authorized officer, By: /s/ Robert Arena --------------------------------- Name: Robert Arena Title:
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY By its authorized officer, By: /s/ Robert Arena --------------------------------- Name: Robert Arena Title:
The Distributor: HARTFORD SECURITIES DISTRIBUTION COMPANY, INC. By its authorized officer, By: /s/ Robert Arena --------------------------------- Name: Robert Arena Title:
HARTFORD EQUITY SALES COMPANY, INC. By its authorized officer, By: /s/ Robert Arena --------------------------------- Name: Robert Arena Title:
2 ATTACHMENT A 6. SALES MATERIAL, INFORMATION AND TRADEMARKS 6.1 For purposes of this Section 6, "Sales Literature/ Promotional Material" includes, but is not limited to, portions of the following that use any logo or other trademark related to the Trust, or Underwriter or its affiliates, or refer to the Trust: advertisements (such as material published or designed for use in a newspaper, magazine or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, web-sites and other electronic communications or other public media), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, research reports, market letters, form letters, seminar texts, reprints or excerpts or any other advertisement, sales literature or published article or electronic communication), educational or training materials or other communications distributed or made generally available to some or all agents or employees in any media, and disclosure documents, shareholder reports and proxy materials. 6.2 You may use the name of the Trust and trademarks and the logo of the Underwriter in Sales Literature/Promotional Material as reasonably necessary to carry out your performance and obligations under this Agreement provided that you comply with the provisions of this Agreement. You agree to abide by any reasonable use guidelines regarding use of such trademarks and logos that we may give from time to time. You shall, as we may request from time to time, promptly furnish, or cause to be furnished to us or our designee, at least one complete copy of each registration statement, prospectus, statement of additional information, private placement memorandum, retirement plan disclosure information or other disclosure documents or similar information, as applicable (collectively "Disclosure Documents"), as well as any report, solicitation for voting instructions, Sales Literature/Promotional Material created and approved by you, and all amendments to any of the above that relate to the Contracts, the Accounts, the Trust, or Underwriter or its affiliates. 6.3 You and your agents shall not give any information or make any representations or statements on behalf of the Trust or concerning the Trust, the Underwriter or an Adviser, other than information or representations contained in and accurately derived from the registration statement or prospectus for the Trust shares (as such registration statement and prospectus may be amended or supplemented from time to time), annual and semi-annual reports of the Trust, Trust-sponsored proxy statements, or in Sales Literature/Promotional Material created by us for the Trust and provided by the Trust or its designee to you, except as required by legal process or regulatory authorities or with the written permission of the Trust or its designee. 6.4 You agree, represent and warrant that you are solely responsible for any Sales Literature/ Promotional Material prepared by you and that such material will: (a) conform to all requirements of any applicable laws or regulations of any government or authorized agency having jurisdiction over the offering or sale of shares of the Portfolios or Contracts; (b) be solely based upon and not contrary to or inconsistent with the information or materials 4 provided to you by us or a Portfolio; and (c) be made available promptly to us upon our request. You agree to file any Sales Literature/Promotional Material prepared by you with FINRA, or other applicable legal or regulatory authority, within the timeframes that may be required from time to time by FINRA or such other legal or regulatory authority. Unless otherwise expressly agreed to in writing, it is understood that we will neither review nor approve for use any materials prepared by you and will not be materially involved in the preparation of, or have any responsibility for, any such materials prepared by you. You are not authorized to modify or translate any materials we have provided to you. 6.5 You shall promptly notify us of any written customer complaint or notice of any regulatory investigation or proceeding received by you relating to any Disclosure Documents or Sales Literature/Promotional Material that reference the Trust or a Portfolio. 6.6 We shall not give any information or make any representations or statements on behalf of you or concerning you, the Accounts or the Contracts other than information or representations, including naming you as a Trust shareholder, contained in and accurately derived from Disclosure Documents for the Contracts (as such Disclosure Documents may be amended or supplemented from time to time), or in materials approved by you for distribution, including Sales Literature/ Promotional Material, except as required by legal process or regulatory authorities or with your written permission. 6.7 Except as provided in Section 6.2, you shall not use any designation comprised in whole or part of the names or marks "Franklin" or "Templeton" or any logo or other trademark relating to the Trust or the Underwriter without prior written consent, and upon termination of this Agreement for any reason, you shall cease all use of any such name or mark as soon as reasonably practicable. 6.8 You shall furnish to us ten (10) Business Days prior to its first submission to the SEC or its staff, any request or filing for no-action assurance or exemptive relief naming, pertaining to, or affecting, the Trust, the Underwriter or any of the Portfolios. 6.9 You agree that any posting of Designated Portfolio Documents on your website or use of Designated Portfolio Documents in any other electronic format will result in the Designated Portfolio Documents: (i) appearing identical to the hard copy printed version or .pdf format file provided to you by us (except that you may reformat .pdf format prospectus files in order to delete blank pages and to insert .pdf format prospectus supplement files provided by us to you); (ii) being clearly associated with the particular Contracts in which they are available; (iii) having no less prominence than prospectuses of any other underlying funds available under the Contracts; and (iv) being used in an authorized manner. Notwithstanding the above, you understand and agree that you are responsible for ensuring that participation in the Portfolios, and any website posting, or other use, of the Designated Portfolio Documents is in compliance with this Agreement, including Section 4.6 of the Agreement. We reserve the right to inspect and review your website if any Designated Portfolio Documents and/or other Trust documents are posted on your website and you shall, upon our reasonable request, provide us timely access to your website materials to perform such inspection and review. 5 In addition, you agree to be solely responsible for maintaining and updating the Designated Portfolio Documents' .pdf files, to the extent that revised Designated Portfolio Documents are made available to you, and removing and/or replacing promptly any outdated prospectuses and other documents, as necessary, ensuring that any accompanying instructions by us, for using or stopping use, are followed. You agree to designate and make available to us a person to act as a single point of communication contact for these purposes. We are not responsible for any additional costs or additional liabilities that may be incurred as a result of your election to place the Designated Portfolio Documents on your website. We reserve the right to revoke this authorization, at any time and for any reason, although we may instead make our authorization subject to new procedures. 6