Exhibit 10.1
PARTICIPATION AGREEMENT
AMONG TEMPLETON VARIABLE PRODUCTS SERIES FUND,
FRANKLIN TEMPLETON DISTRIBUTORS, INC. and
[ ] INSURANCE COMPANY
THIS AGREEMENT made as of ____________, 1999, among Templeton Variable Products Series Fund (the
"Trust"), an open-end management investment company organized as a business trust under Massachusetts law,
Franklin Templeton Distributors, Inc., a California corporation, the Trust's principal underwriter ("Underwriter"),
and [ ] Insurance Company, a life insurance company organized as a corporation under [ ] law (the "Company"),
on its own behalf and on behalf of each segregated asset account of the Company set forth in Schedule A, as
may be amended from time to time (the "Accounts").
W I T N E S S E T H:
WHEREAS, the Trust is registered with the Securities and Exchange Commission (the "SEC") as an open-end
management investment company under the Investment Company Act of 1940, as amended (the "1940 Act"),
and has an effective registration statement relating to the offer and sale of the various series of its shares under the
Securities Act of 1933, as amended (the "1933 Act");
WHEREAS, the Trust and the Underwriter desire that Trust shares be used as an investment vehicle for separate
accounts established for variable life insurance policies and variable annuity contracts to be offered by life
insurance companies which have entered into fund participation agreements with the Trust (the "Participating
Insurance Companies");
WHEREAS, the beneficial interest in the Trust is divided into several series of shares, each series representing an
interest in a particular managed portfolio of securities and other assets, and certain of those series, named in
Schedule B, (the "Portfolios") are to be made available for purchase by the Company for the Accounts; and
WHEREAS, the Trust has received an order from the SEC, dated November 16, 1993 (File No. 812-8546),
granting Participating Insurance Companies and their separate accounts exemptions from th