AMENDMENT NO. 2 DATED AS OF MAY 1, 2009
TO THE PARTICIPATION AGREEMENT DATED MAY 16, 1989
Amendment to the Participation Agreement (the "Agreement") by and among
Metropolitan Life Insurance Company (successor in interest to Paragon Life
Insurance Company) ("MetLife") on behalf of itself and certain of its separate
accounts, American Funds Insurance Series, and Capital Research and Management
Company.
WHEREAS, the parties desire to amend the Agreement by identifying the Funds
in Appendix B and by identifying the Separate Accounts in Appendix C and adding
a new Separate Account;
WHEREAS, the parties desire to amend the Agreement by adding a new
Paragraph 14 relating to "Listed Transactions";
NOW THEREFORE, in consideration of the foregoing and of the mutual
covenants and conditions set forth herein and for other good and valuable
consideration, each of the parties amends the Agreement as follow:
1. The references to Separate Account A in the introductory paragraph is
deleted and is replaced with "certain Separate Accounts listed on Appendix C
(the "Separate Accounts")."
2. The 8th WHEREAS clause is deleted and replaced with the following:
"WHEREAS, the Funds listed on Appendix B will serve as the underlying
investment medium for certain Sub-accounts of the Separate Accounts listed
in Appendix C."
3. Section 1 is revised by deleting the first two sentences.
4. Section 11 is revised by replacing the following as the notice address
for Metropolitan Life Insurance Company.
Metropolitan Life Insurance Company
000 Xxxxxxxxxx Xxxxx
Xx. Xxxxx, XX 00000
Attn: Xxxxxxxxx Xxxx
With a copy to:
Metropolitan Life Insurance Company
000 Xxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Attn: Law Department
5. The new Paragraph 16 is added in its entirety as follows:
"14. The Series and CRMC will use reasonable best efforts to prevent
any Fund of the Series from engaging, directly or indirectly, in a
"listed transaction" as defined in Treas. Regs. (S) 1.6011-4(b)(2) or
successor provision (a "Listed Transaction"). If the Series or CRMC
reasonably determines that a Fund of the Series has engaged in a
Listed Transaction, it will (i) provide MetLife with prompt notice
thereof, and (ii) upon MetLife's request, will provide all information
relating to such Listed Transaction which MetLife would need in order
to comply with its disclosure obligations under applicable state and
Federal rules. In addition, the Series or CRMC will promptly notify
MetLife of any required filings by the Fund of IRS Form 8886,
(Reportable Transaction Disclosure Statement), or any successor form."
6. Appendices B and C attached are added to the Agreement.
Except as expressly supplemented, amended or consented to hereby, all of
the representations and conditions of the Agreement will remain unamended and
will continue to be in full force and effect.
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APPENDIX B
American Funds Insurance Series:
--------------------------------
. Asset Allocation Fund Class 1
. Bond Fund Class 1
. Cash Management Fund Class 1
. Global Growth Fund Class 1
. Global Small Capitalization Fund Class 1
. Growth Fund Class 1
. Growth-Income Fund Class 1
. High-Income Bond Fund Class 1
. International Fund Class 1
. New World Fund Class 1
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APPENDIX C
SEPARATE ACCOUNTS
Paragon Separate Account A
Paragon Separate Account B
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IN WITNESS WHEREOF, each of the parties hereto have caused this Amendment
No. 2 to be executed in their names and on their behalf by and through their
duly authorized officers signing below.
METROPOLITAN LIFE INSURANCE COMPANY
(on behalf of the Separate Accounts and
itself)
By: /s/ Xxxx X. Xxxxxx
---------------------------------
Its: Vice President
AMERICAN FUNDS INSURANCE SERIES
By: /s/ Xxxxxx X. Xxxxxxxx
---------------------------------
Xxxxxx X. Xxxxxxxx
Its: Secretary
CAPITAL RESEARCH AND MANAGEMENT COMPANY
By: /s/ Xxxxxxx X. Xxxxxx
---------------------------------
Xxxxxxx X. Xxxxxx
Its: Senior Vice President and Secretary
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