0001206774-07-000203 Sample Contracts

FORM OF AGREEMENT AND PLAN OF REORGANIZATION
Form of Agreement and Plan of Reorganization • January 25th, 2007 • Franklin Templeton Variable Insurance Products Trust • Delaware

This Agreement and Plan of Reorganization (“Agreement”) is made as of this ___ day of ________, 2007 by and between Franklin Templeton Variable Insurance Products Trust, a Massachusetts business trust (the “Trust”), and Franklin Templeton Variable Insurance Products Trust, a Delaware statutory trust (the “DE Trust”) (the Trust and the DE Trust are hereinafter collectively referred to as the “parties”).

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FORM OF SUBADVISORY AGREEMENT FRANKLIN TEMPLETON VARIABLE INSURANCE PRODUCTS TRUST (on behalf of Franklin Global Real Estate Securities Fund)
Form of Subadvisory Agreement • January 25th, 2007 • Franklin Templeton Variable Insurance Products Trust • California

THIS SUBADVISORY AGREEMENT made as of the ___________, 2007 by and between FRANKLIN TEMPLETON INSTITUTIONAL, LLC, a Delaware limited liability company (hereinafter called (“FT Institutional”), and FRANKLIN ADVISERS, INC., a corporation organized and existing under the laws of the State of California (hereinafter called “Franklin Advisers”).

FORM OF FRANKLIN TEMPLETON VARIABLE INSURANCE PRODUCTS TRUST on behalf of FRANKLIN GLOBAL REAL ESTATE SECURITIES FUND INVESTMENT MANAGMENT AGREEMENT
Investment Managment Agreement • January 25th, 2007 • Franklin Templeton Variable Insurance Products Trust • California

THIS INVESTMENT MANAGEMENT AGREEMENT made between FRANKLIN TEMPLETON VARIABLE INSURANCE PRODUCTS TRUST, a Massachusetts business trust (the “Trust”), on behalf of FRANKLIN GLOBAL REAL ESTATE SECURITIES FUND (the “Fund”), a series of the Trust, and FRANKLIN TEMPLETON INSTITUTIONAL, LLC, a Delaware limited liability company (the “Adviser”).

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