EXHIBIT h(5)(J)(i)
FORM OF ASSIGNMENT OF AND AMENDMENT #1 TO PARTICIPATION AGREEMENT
AMONG
ING INVESTORS TRUST (formerly THE GCG TRUST)
DIRECTED SERVICES, INC.
and
SECURITY EQUITY LIFE INSURANCE COMPANY
WHEREAS, SECURITY EQUITY LIFE INSURANCE COMPANY (the "Company"), ING
INVESTORS TRUST, formerly THE GCG TRUST (the "Fund") and DIRECTED SERVICES, INC.
("Underwriter") have previously entered into a Participation Agreement effective
October 13, 1994 (the "Agreement"); and
WHEREAS, the Company has agreed to merge with and into Metropolitan
Life Insurance Company, a New York corporation with its principal place of
business at Xxx Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 ("MetLife"); and
WHEREAS, by operation of law as a result of the merger, MetLife will
assume ownership of the assets in the Company's segregated asset accounts,
identified in Schedule A to the Agreement (the "Accounts"), and will assume all
of the Company's liabilities and obligations under the variable life insurance
policies and variable annuity contracts issued by the Company and the Accounts;
and
WHEREAS, the Company desires to assign, and MetLife desires to assume,
all of the Company's interests, rights and obligations under the Agreement; and
WHEREAS, Section 13.8 of the Agreement provides generally that the
Agreement may not be assigned without the prior written consent of the Company,
the Fund and the Underwriter; and
WHEREAS, the parties wish to amend and restate Schedules A of the
Agreement.
NOW, THEREFORE, the parties hereto agree to the following:
1. The Company, the Fund and the Underwriter consent to the assignment
to MetLife of all of the Company's interests, rights and obligations under the
Agreement, effective as of the date the Company merges with and into MetLife.
2. MetLife agrees to assume all of the Company's interests, rights and
obligations under the Agreement, effective as of the date the Company merges
with and into MetLife.
3. The Agreement is amended so that each reference to "Security Equity
Life Insurance Company" or "the Company" is now a reference to MetLife.
4. Schedule A is amended in its entirety, as attached hereto and
incorporated herein.
IN WITNESS WHEREOF, we have set our hands as of the ______ day of
_________, 2003.
SECURITY EQUITY LIFE INSURANCE METROPOLITAN LIFE INSURANCE
COMPANY COMPANY
By: ______________________________ By: ______________________________
Name: ______________________________ Name: ______________________________
Title: ______________________________ Title: ______________________________
ING INVESTORS TRUST DIRECTED SERVICES, INC.
By: ______________________________ By: ______________________________
Name: Xxxxxxx X. Xxxxxx Name: ______________________________
Title: Executive Vice President Title: ______________________________
Schedule A
Accounts
ACCOUNT DATE ESTABLISHED CORRESPONDING PORTFOLIO
--------- ---------------- -----------------------
4 March, 1994 Emerging Markets
5 March, 1994 Limited Maturity Bond
6 March, 1994 Liquid Asset