THIRD AMENDMENT TO THE
PARTICIPATION AGREEMENT DATED DECEMBER 17, 2004,
AS PREVIOUSLY AMENDED
Amendment to the Participation Agreement (the "Agreement") by and among
MetLife Insurance Company of Connecticut (the "Company"), on behalf of itself
and certain of its separate accounts, Royce Capital Fund (the "Fund"), and Royce
& Associates, LLC (the "Adviser").
WHEREAS, on May 1, 2006, The Travelers Insurance Company was renamed
MetLife Insurance Company of Connecticut and The Travelers Life and Annuity
Company was renamed MetLife Life and Annuity Company of Connecticut;
WHEREAS, on December 7, 2007, MetLife Life and Annuity Company of
Connecticut was merged with and into MetLife Insurance Company of Connecticut;
WHEREAS, on November 14, 2014, the Company changed its name to MetLife
Insurance Company USA and changed its state of domicile from Connecticut to
Delaware;
WHEREAS, the parties desire to amend the Agreement to update the insurance
company name in Schedule A;
WHEREAS, the parties desire to amend the Agreement to update the separate
accounts listed in Schedule B;
WHEREAS, the parties desire to further modify the Agreement as provided
herein;
NOW, THEREFORE, in consideration of the foregoing and of the mutual
covenants and conditions set forth herein, and for other good and valuable
consideration, the parties agree to amend the Agreement as follows:
1. The name of the Company in the Agreement is hereby changed to MetLife
Insurance Company USA and the reference to the Company as organized
under the laws of Connecticut is hereby changed to refer to the laws
of Delaware;
2. Article XI of the Agreement entitled "Notices" is hereby amended as
follows:
"If to the Company:
MetLife
Xxx Xxxxxxxxx Xxxxxx, 00xx Xxxxx
Xxxxxx, XX 00000
Attn: Law Department"
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3. Schedule A of the Agreement is hereby deleted in its entirety and
replaced with Schedule A attached hereto.
4. Schedule B of the Agreement is hereby deleted in its entirety and
replaced with Schedule B attached hereto.
IN WITNESS WHEREOF, each of the parties has caused this Amendment to the
Agreement to be executed in its name and on its behalf by and through its duly
authorized officer signing below.
METLIFE INSURANCE COMPANY USA
By: /s/ Xxxxx X. Xxxxxxx
---------------------------
Name: Xxxxx X. Xxxxxxx
Title: Vice President
Date: 3-4-15
ROYCE CAPITAL FUND
By: /s/ Xxxx X. Xxxxxxxxx
---------------------------
Name: Xxxx X. Xxxxxxxxx
Title: Vice President
Date: 2-12-15
ROYCE & ASSOCIATES, LLC
By: /s/ Xxxx X. Xxxxxxxxx
---------------------------
Name: Xxxx X. Xxxxxxxxx
Title: C.O.O.
Date: 2-12-15
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SCHEDULE A
PORTFOLIOS OF ROYCE CAPITAL FUND
AVAILABLE FOR
PURCHASE BY METLIFE INSURANCE COMPANY USA
Royce Capital Fund - Micro-Cap Portfolio
Royce Capital Fund - Small-Cap Portfolio
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SCHEDULE B
SEPARATE ACCOUNTS AND CONTRACTS OF
METLIFE INSURANCE COMPANY USA
Separate Accounts
-----------------
MetLife of CT Separate Account CPPVUL1
MetLife of CT Fund UL III for Variable Life Insurance
Contracts
---------
Private Placement Corporate Owned Flexible Premium Variable Universal Life
Insurance Policy (COLI PPVUL unregistered)
Corporate Owned Variable Universal Life Insurance Policy (COLI I)
Corporate Owned Variable Universal Life Insurance Policy 2000 (COLI 2000)
Corporate Owned Variable Universal Life Insurance Policy III (COLI III)
Corporate Owned Variable Universal Life Insurance Policy IV (COLI IV)
Corporate Select
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