AMENDMENT NO. 3 DATED JUNE 11, 2015
TO THE PARTICIPATION AGREEMENT DATED MAY 1, 2005
THIS AMENDMENT, dated as of June 11, 2015, by and among MetLife Insurance
Company USA (the "Company"), on behalf of itself and certain of its segregated
asset accounts listed on Schedule A to the Agreement (defined herein), The
Universal Institutional Funds, Inc. (the "Fund"), Xxxxxx Xxxxxxx Distribution,
Inc. (the "Underwriter") and Xxxxxx Xxxxxxx Investment Management, Inc. (the
"Adviser"), hereby amends the Participation Agreement, dated as of May 1, 2005,
as amended, by and among the Company, the Fund, the Underwriter and the Adviser
(the "Agreement"). Capitalized terms used but not defined herein shall have the
meanings ascribed to them in the Agreement.
WHEREAS, the parties would like to amend Schedule A to the Agreement,
effective as of July 20, 2015, to include the Series O (offered between
April 30, 2012 and July 19, 2015) and Series O (offered on and after July 20,
2015) in MetLife Investors USA Separate Account A;
NOW THEREFORE, in consideration of the foregoing and of the mutual
covenant and condition set forth herein and for other good and valuable
consideration, each of the parties amends the Agreement, effective July 20,
2015, as follows:
1. Schedule A of the Agreement shall be deleted, in its entirety, and
replaced with new Schedule A attached hereto.
Except as expressly supplemented, amended or consented to hereby, all of the
representations and conditions of the Agreement will remain unchanged and will
continue to be in full force and effect.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment
to be executed in their names and on their behalf by and through their duly
authorized officers signing below.
METLIFE INSURANCE COMPANY USA
(on behalf of the Separate Accounts and itself)
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Title: Vice President
Date: June 15, 2015
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THE UNIVERSAL INSTITUTIONAL FUNDS, INC.
By: /s/ Xxxx X Xxxxxx
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Name: Xxxx X Xxxxxx
Title: President and Principal Executive Officer
Date: 6/30/15
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XXXXXX XXXXXXX DISTRIBUTION, INC.
By: /s/ Xxxxxxx Xxxxxxxxxx
-------------------------------------
Name: Xxxxxxx Xxxxxxxxxx
Title: Managing Director
Date: 6/24/15
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XXXXXX XXXXXXX INVESTMENT MANAGEMENT, INC.
By: /s/ Xxxxxxx Xxxxxxxxxx
-------------------------------------
Name: Xxxxxxx Xxxxxxxxxx
Title: Managing Director
Date: 6/24/15
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SCHEDULE A
SEPARATE ACCOUNTS AND ASSOCIATED CONTRACTS
REGISTERED ACCOUNTS AND ASSOCIATED CONTRACTS:
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The Agreement shall apply to all registered Contracts issued and serviced by
the Company that are funded by any of the following registered Separate
Accounts:
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NAME OF REGISTERED SEPARATE ACCOUNT AND
DATE ESTABLISHED BY BOARD OF DIRECTORS
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DATE
REGISTERED ACCOUNT(S) ESTABLISHED
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MetLife Investors USA Separate Account A 05/29/80
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MetLife of CT Fund UL III for Variable Life Insurance 01/15/99
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MetLife of CT Separate Account Eleven for Variable Annuities 11/14/02
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UNREGISTERED ACCOUNTS AND ASSOCIATED CONTRACTS:
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The Agreement shall apply to all unregistered Contracts issued and serviced by
the Company that are funded by any of the following unregistered Separate
Accounts:
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NAME OF UNREGISTERED SEPARATE ACCOUNT AND
DATE ESTABLISHED BY BOARD OF DIRECTORS
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DATE
UNREGISTERED ACCOUNT(S) ESTABLISHED
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MetLife of CT Separate Account CPPVUL1 09/01/02
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