FIRST AMENDMENT
to
PARTICIPATION AGREEMENT
among
MET INVESTORS SERIES TRUST,
MET INVESTORS ADVISORY LLC,
METLIFE INVESTORS DISTRIBUTION COMPANY
and
METROPOLITAN LIFE INSURANCE COMPANY
This Amendment (this "Amendment") is made and entered into as of the 30th
day of April, 2007 by and among MET INVESTORS SERIES TRUST, a business trust
organized under the laws of the State of Delaware (the "Fund"), METROPOLITAN
LIFE 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 LLC (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
April 30, 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. Section 11 of the Agreement entitled "Notices" shall be amended as
follows:
"If to the Fund or to the Adviser:
000 Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxxxxx X. Forget, President
Page 1 of 4
If to the Company:
Metropolitan Life Insurance Company
000 Xxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Attention: Xxxx X. Xxxxxx, Xx., Vice President
Copy to:
Metropolitan Life Insurance Company
000 Xxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Attention: Law Department
If to the Underwriter
0 Xxxx Xxxxx, Xxxxx 0000
Xxxxxx, XX 00000
Attention: Xxxxxxx X. Xxxxxxx, Executive Vice President and General
Counsel"
2. Schedule A is hereby deleted in its entirety and replaced with the
Schedule A attached.
3. This Amendment may be executed simultaneously in two or more
counterparts, each of which taken together shall constitute one and the same
instrument.
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.
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.
METROPOLITAN LIFE INSURANCE COMPANY
By:
------------------------------------
Name:
Title:
METLIFE INVESTORS SERIES TRUST
By: /s/ Xxxxxxxxx X. Forget
------------------------------------
Name: Xxxxxxxxx X. Forget
Title: President
Page 2 of 4
METLIFE INVESTORS ADVISORY LLC
By: /s/ Xxxxxxxxx X. Forget
------------------------------------
Name: Xxxxxxxxx X. Forget
Title: President
METLIFE INVESTORS DISTRIBUTION COMPANY
By: /s/ Xxxxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Executive Vice President
Page 3 of 4
PARTICIPATION AGREEMENT
among
MET INVESTORS SERIES TRUST,
MET INVESTORS ADVISORY LLC,
METLIFE INVESTORS DISTRIBUTION COMPANY
and
METROPOLITAN LIFE INSURANCE COMPANY
SCHEDULE A
ACCOUNTS AND ASSOCIATED VARIABLE INSURANCE CONTRACTS
VARIABLE INSURANCE CONTRACTS FUNDED
NAME OF ACCOUNT BY ACCOUNT
--------------------------------------- ------------------------------------------------
Metropolitan Life Separate Account E Variable Annuities
Metropolitan Life Separate Account F Variable Annuities
Metropolitan Life Variable Annuity Variable Annuities
Separate Account I
Metropolitan Life Variable Annuity Variable Annuities
Separate Account II
The New England Variable Account Variable Annuities
Metropolitan Life Separate Account UL Variable Life Insurance
Metropolitan Life Separate Account DCVL Private Placement Variable Life Insurance
Paragon Separate Account A Variable Life Insurance
Paragon Separate Account B Variable Life Insurance
Paragon Separate Account C Variable Life Insurance
Paragon Separate Account D Variable Life Insurance
Separate Account No. 13S Variable Life Insurance (LCL2)
Separate Account No. 18S Private Placement Variable Life Insurance (LCL1)
Separate Account No. 19S
Separate Account No. 73S
Separate Account No. 476
Separate Account No. 485
Page 4 of 4
SECOND AMENDMENT
TO THE
PARTICIPATION AGREEMENT
AMONG
MET INVESTORS SERIES TRUST,
METLIFE ADVISERS, LLC,
METLIFE INVESTORS DISTRIBUTION COMPANY,
AND
METROPOLITAN LIFE 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"), METROPOLITAN LIFE
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 April 30, 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, LLC 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 and Chief Executive
Officer
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
METROPOLITAN LIFE INSURANCE COMPANY
By: /s/ Xxxxxxxxx X. Forget
------------------------------------
Name: Xxxxxxxxx X. Forget
Title: Senior Vice President
