Execution Version
AMENDMENT NO. 1 TO PARTICIPATION AGREEMENT
This Amendment No. 1 to the Participation Agreement dated December 1, 2008
(the "Agreement") between Hartford Life Insurance Company and Hartford Life and
Annuity Insurance Company (collectively referred to as the "Company"), each a
Connecticut corporation, on its own behalf and on behalf of its separate
accounts (the "Accounts"); each investment company listed on Schedule A, as it
may be amended from time to time, each an open-end management investment company
organized under the state of Maryland (each a "Fund" and, collectively the
"Funds"); HL Investment Advisors, LLC ("HLIA"), a Connecticut Limited Liability
Company; and Hartford Securities Distribution Company, Inc. ("HSDC"), a
Connecticut corporation is effective as of December 1, 2009 and is hereby
amended as follows:
1. Section 2.4 of the Agreement is hereby amended by adding after the
first sentence: "Variable life insurance policies may include
corporate-owned life insurance ("COLI") policies which informally fund
non-qualified deferred compensation ("NQDC") plans.
2. NQDC COLI policies are included in the definition of Contracts in the
Agreement.
3. Section 4.6 of the Agreement is hereby amended by adding Section
4.6(e) to the Agreement as follows:
4.6(e) Notwithstanding any other provision to the contrary in
this Agreement, with respect to the Accounts which are exempt
from registration under the 1940 Act in reliance upon Section
3(c)(1) or Section 3(c)(7) thereof, the Company represents and
warrants that: (1) Hartford Equity Sales Company ("HESCO") is the
principal Distributor for each such Account and any subaccounts
thereof and is a registered broker-dealer with the SEC under the
1934 Act; (2) the Shares of the Portfolio of the Fund are and
will continue to be the only investment securities held by the
corresponding subaccounts; and (3) with regard to each Portfolio,
the Company, on behalf of the corresponding subaccount, will:
i) vote such shares held by it in the same proportion as
the vote of all other holders of such shares without
soliciting voting instructions from Contract Owners;
and
ii) refrain from substituting shares of another security
for such shares unless the SEC has approved such
substitution in the manner provided in Section 26 of
the 1940 Act.
2. All other terms of the Agreement shall remain in full force and
effect.
(Signatures located on following page)
THE HARTFORD LIFE INSURANCE COMPANY
By its authorized officer
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇ ▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇ ▇▇▇▇▇
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Title: Vice President
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THE HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
By its authorized officer
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇ ▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇ ▇▇▇▇▇
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Title: Vice President
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HL INVESTMENT ADVISORS, LLC
By its authorized officer
By: /s/ Rob Arena
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Name: Rob Arena
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Title: President, CEO, & Manager
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HARTFORD SECURITIES DISTRIBUTION COMPANY, INC.
By its authorized officer
By: /s/ Rob Arena
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Name: Rob Arena
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Title: Executive Vice President & Director
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EACH INVESTMENT COMPANY LISTED ON SCHEDULE A (attached to the Agreement)
By its authorized officer
By: /s/ Rob Arena
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Name: Rob Arena
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Title: President and CEO
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2
EXECUTION COPY
AMENDMENT NO.2 TO PARTICIPATION AGREEMENT
This Amendment No. 2 to the Participation Agreement dated December 1, 2008
(the "AGREEMENT") by and among (1) Hartford Life Insurance Company and Hartford
Life and Annuity Insurance Company, each a Connecticut corporation (collectively
referred to as the "COMPANY"), on its own behalf and on behalf the Company's
separate accounts; (2) each investment company listed on Schedule A to the
Agreement (as it may be amended from time to time), each an open-end investment
company organized under the laws of the state of Maryland; (3) HL Investment
Advisors, LLC, a Connecticut limited liability company; and (4) Hartford
Securities Distribution Company, Inc., a Connecticut corporation; is made
effective this 13th day of June, 2011.
The Agreement is hereby amended as follows:
1. Schedule A is deleted in its entirety and replaced with the attached
Schedule A.
2. All other terms of the Agreement shall remain in full force and
effect.
(REMAINDER OF PAGE INTENTIONALLY LEFT BLANK; SIGNATURE PAGE FOLLOWS)
THE HARTFORD LIFE INSURANCE COMPANY
By its authorized officer:
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇
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Title: EVP
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THE HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
By its authorized officer:
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇
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Title: EVP
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HARTFORD INVESTMENT ADVISORS, LLC
By its authorized officer:
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇
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Title: EVP
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HARTFORD SECURITIES DISTRIBUTION COMPANY, INC.
By its authorized officer:
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇
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Title: EVP
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EACH INVESTMENT COMPANY LISTED ON SCHEDULE A (ATTACHED TO THE AGREEMENT)
By its authorized officer:
/s/ ▇▇▇▇▇ ▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇
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Title: EVP
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SCHEDULE A
HARTFORD SERIES FUND, INC.
Hartford Advisers HLS Fund
Hartford Capital Appreciation HLS Fund
Hartford Disciplined Equity HLS Fund
Hartford Portfolio Diversifier HLS Fund
Hartford Dividend and Growth HLS Fund
Hartford Global Growth HLS Fund
Hartford Global Research HLS Fund
Hartford Healthcare HLS Fund
Hartford Growth HLS Fund
Hartford High Yield HLS Fund
Hartford Index HLS Fund
Hartford International Opportunities HLS Fund
Hartford MidCap HLS Fund
Hartford Midcap Value HLS Fund
Hartford Money Market HLS Fund
Hartford Small Company HLS Fund
Hartford Stock HLS Fund
Hartford Total Return Bond HLS Fund
Hartford Value HLS Fund
American Funds Asset Allocation HLS Fund
American Funds Blue Chip Income and Growth HLS Fund
American Funds Bond HLS Fund
American Funds Global Bond HLS Fund
American Funds Global Growth & Income HLS Fund
American Funds Global Growth HLS Fund
American Funds Global Small Capitalization HLS Fund
American Funds Growth HLS Fund
American Funds Growth-Income HLS Fund
American Funds International HLS Fund
American Funds New World HLS Fund
HARTFORD HLS SERIES FUND II, INC.
Hartford Growth Opportunities HLS Fund
Hartford Small/Mid Cap Equity HLS Fund
Hartford SmallCap Growth HLS Fund
Hartford U.S. Government Securities HLS Fund
