FIRST AMENDMENT
TO
PARTICIPATION AGREEMENT
AMONG
MET INVESTORS SERIES TRUST,
MET INVESTORS ADVISORY CORP.,
METLIFE INVESTORS DISTRIBUTION COMPANY
AND
METLIFE INVESTORS USA INSURACNE COMPANY
This AMENDMENT (this "Amendment") is made and entered into as of the 1st
day of February, 2008 by and among MET INVESTORS SERIES TRUST, a business trust
organized under the laws of the State of Delaware (the "Fund"), METLIFE
INVESTORS USA INSURANCE COMPANY (the "Company") on its own behalf and on behalf
of each of its separate accounts set forth on Schedule A hereto, as amended from
time to time (each an "Account"), MET INVESTORS ADVISORY CORP. (the "Adviser")
and METLIFE INVESTORS DISTRIBUTION COMPANY (the "Underwriter").
WHEREAS, the Company, on its own behalf and on behalf of each Account, the
Underwriter and the Fund are parties to a Participation Agreement dated as of
February 12, 2001 (the "Agreement");
WHEREAS, the parties wish to amend certain provisions of the Agreement as
set forth herein; and
WHEREAS, capitalized terms used, but not defined, in this Amendment have
the meanings assigned to such terms in the Agreement.
NOW THEREFORE, in consideration of the mutual promises, representations,
and warranties made herein, covenants and agreements hereinafter contained, and
for other good and valuable consideration, the receipt and sufficiency of which
are acknowledged, the parties agree as follows:
1. Schedule A is hereby deleted in its entirety and replaced with the
Schedule A attached.
2. This Amendment may be executed simultaneously in two or more
counterparts, each of which taken together shall constitute one and the same
instrument.
3. If any provision of this Amendment shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of the Amendment shall
not be affected thereby.
[SIGNATURE PAGES FOLLOW]
IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment to
be executed in its name and on its behalf by its duly authorized representative.
METLIFE INVESTORS USA INSURANCE COMPANY
By: /s/ Xxxxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Its: Vice President and Associate
General Counsel
MET INVESTORS SERIES TRUST
By: /s/ Xxxxxxxxx X. Forget
------------------------------------
Name: Xxxxxxxxx X. Forget
Their: President
MET INVESTORS ADVISORY CORP.
By: /s/ Xxxxxxxxx X. Forget
------------------------------------
Name: Xxxxxxxxx X. Forget
Their: President
MET INVESTORS DISTRIBUTORS COMPANY
By: /s/ Xxxxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Executive Vice President and
General Counsel
2
PARTICIPATION AGREEMENT
Among
MET INVESTORS SERIES TRUST,
MET INVESTORS ADVISORY CORP.,
METLIFE INVESTORS DISTRIBUTION COMPANY
And
METLIFE INVESTORS USA INSURANCE COMPANY
SCHEDULE A
ACCOUNTS AND ASSOCIATED VARIABLE INSURANCE CONTRACTS
Name of Account Variable Insurance Contracts Funded by Account
--------------- ---------------------------------------------------------
MetLife Investors USA Separate Account A SF-135 R2C (Investors Choice)
SF-135-R2V [135PB2 (Capital Strategist) and 136 are based
on R2V]
SF-266R1 (228)
SF-234
SF-236 (FLA SUNSHINE)
SF-224
Form 221R1
Form 224
Form 223 112000
Form 203
Form 233
Form 245
Form 224R1
8010 (11/00) and 8011 (11/00)
SF 230
SF 101
SF 137
Series VA
Series XC
Series L and L-4 year
Series C
Vintage L and Vintage XC
PrimElite III
Marquis Portfolio
Protected Equity Portfolio
Series S & Series S- L share option
PrimElite IV
Plus any additional products that, in the future, are
funded through Separate Account A
MetLife Investors USA Variable Life Account A Variable Life Insurance policies
3
SECOND AMENDMENT
TO THE
PARTICIPATION AGREEMENT
AMONG
MET INVESTORS SERIES TRUST,
METLIFE ADVISERS, LLC,
METLIFE INVESTORS DISTRIBUTION COMPANY,
AND
METLIFE INVESTORS USA INSURANCE COMPANY
AMENDMENT (this "Amendment") is made and entered into as of the 1st day of
May, 2009 by and among MET INVESTORS SERIES TRUST, a business trust organized
under the laws of the State of Delaware (the "Fund"), METLIFE INVESTORS USA
INSURANCE COMPANY (the "Company") on its own behalf and on behalf of each of its
separate accounts, METLIFE INVESTORS DISTRIBUTION COMPANY (the "Underwriter"),
and METLIFE ADVISERS, LLC, a limited liability company organized under the laws
of the State of Delaware (the "Adviser").
WHEREAS, the Company, the Underwriter, and the Fund are parties to a
Participation Agreement dated as of February 12, 2001 (the "Agreement");
WHEREAS, the parties wish to amend certain provisions of the Agreement as
set forth herein; and
WHEREAS, capitalized terms used, but not defined, in this Amendment have
the meanings assigned to such terms in the Agreement.
NOW THEREFORE, in consideration of the mutual promises, representations,
and warranties made herein, covenants and agreements hereinafter contained, and
for other good and valuable consideration, the receipt and sufficiency of which
are acknowledged, the parties agree as follows:
1. References in the Agreement to Met Investors Advisory Corp. are hereby
replaced with MetLife Advisers, LLC.
2. In all other respects, the Agreement is confirmed and remains in full
force and effect.
3. This Amendment shall become effective as of the date first set forth
above.
4. If any provision of this Amendment shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of the
Amendment shall not be affected thereby.
5. This Amendment may be executed simultaneously in two or more
counterparts, each of which taken together shall constitute one and
the same instruments.
IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment to
be executed in its name and on its behalf by its duly authorized representative
and its seal to be hereunder affixed hereto as of the date first set forth
above.
MET INVESTORS SERIES TRUST
By: /s/ Xxxxxxxxx X. Forget
------------------------------------
Name: Xxxxxxxxx X. Forget
Title: President
METLIFE ADVISERS, LLC
By: /s/ Xxxxxxxxx X. Forget
------------------------------------
Name: Xxxxxxxxx X. Forget
Title: President and Chief Executive
Officer
METLIFE INVESTORS DISTRIBUTION COMPANY
By: /s/ Xxxxxxxxx X. Forget
------------------------------------
Name: Xxxxxxxxx X. Forget
Title: Executive Vice President and
Chief Marketing Officer
METLIFE INVESTORS USA INSURANCE COMPANY
By: /s/ Xxxxxxxxx X. Forget
------------------------------------
Name: Xxxxxxxxx X. Forget
Title: Executive Vice President
