AMENDMENT
TO
PARTICIPATION AGREEMENT
This Amendment ("Amendment") is effective as of November 17, 2014 ("Effective
Date"), and is hereby made a part of and incorporated into the Participation
Agreement (the "Agreement") dated as of the 5th of June, 2003 as amended, by and
among THE TRAVELERS INSURANCE COMPANY and THE TRAVELERS LIFE AND ANNUITY COMPANY
(both currently known as METLIFE INSURANCE COMPANY OF CONNECTICUT) (the
"Company"), on behalf of itself and certain of its segregated asset accounts
listed in Schedule A hereto, XXXXXXX VARIABLE SERIES II (currently known as
DEUTSCHE VARIABLE SERIES II) (the "Fund"), XXXXXXX DISTRIBUTORS, INC. (currently
known as DeAWM DISTRIBUTORS, INC.) (the "Underwriter") and DEUTSCHE INVESTMENT
MANAGEMENT AMERICAS INC. (the "Adviser").
WHEREAS, the Fund, the Underwriter, the Adviser and the Company's
affiliate, MetLife Investors Insurance Company ("MLI"), under the names
Investors Fund Series, Zurich Xxxxxx Investments, Inc., Zurich Xxxxxx
Distributors, Inc. and Cova Financial Services Life Insurance Company,
respectively, have previously entered into a Participation Agreement dated
December 10, 1997, as amended (the "MLI Participation Agreement");
WHEREAS, following the close of business on November 14, 2014, MLI will
merge into the Company, and as the surviving entity of the merger, the Company
will become the depositor and issuer of the separate accounts and the variable
insurance products of MLI;
WHEREAS, simultaneously with the merger, the Company will change its name
to MetLife Insurance Company USA and change its state of domicile from
Connecticut to Delaware;
WHEREAS, the parties wish to (i) add the separate accounts and variable
insurance products of MLI to the Agreement; and (ii) terminate the MLI
Participation Agreement as of the effective date of this Amendment;
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 shall change to MetLife
Insurance Company USA;
2. Schedules A and B of the Agreement shall be deleted in their entirety
and replaced with Schedules A and B attached hereto;
3. The MLI Participation Agreement shall terminate as of the effective date
of this Amendment.
4. Article XI of the Agreement entitled "Notices" shall be amended as
follows:
"If to the Company:
MetLife
Xxx Xxxxxxxxx Xxxxxx, 00xx Xxxxx
Xxxxxx, XX 00000
Attn: Law Department"
5. This Amendment shall be effective as of November 17, 2014.
IN WITNESS WHEREOF, each of the parties has caused this Amendment to be executed
in its name and on its behalf by and through its duly authorized officer signing
below.
METLIFE INSURANCE COMPANY OF CONNECTICUT
By: /s/ Xxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Vice President
METLIFE INVESTORS INSURANCE COMPANY
By: /s/ Xxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Vice President
DEUTSCHE VARIABLE SERIES II
By: /s/ Xxxx Xxxxxxxx
------------------------------------
Name: Xxxx Xxxxxxxx
----------------------------------
Title: Vice President and Secretary
---------------------------------
DeAWM DISTRIBUTORS, INC.
By: /s/ Xxxxxxx Xxxxxx
------------------------------------
Name: Xxxxxxx Xxxxxx
----------------------------------
Title: Managing Director
---------------------------------
By: /s/ Xxxxxx X. Xxxxxxxxxxx
------------------------------------
Name: Xxxxxx X. Xxxxxxxxxxx
----------------------------------
Title: Managing Director
---------------------------------
DEUTSCHE INVESTMENT MANAGEMENT AMERICAS INC.
By: /s/ Xxxxxx X. Xxxxxxxxxxx
------------------------------------
Name: Xxxxxx X. Xxxxxxxxxxx
----------------------------------
Title: Managing Director
---------------------------------
By: /s/ Xxxxxxx Xxxxxx
------------------------------------
Name: Xxxxxxx Xxxxxx
----------------------------------
Title: Managing Director
---------------------------------
SCHEDULE A
SEPARATE ACCOUNTS AND DATE ESTABLISHED
--------------------------------------
MetLife of CT Separate Account Eleven for Variable Annuities 11-14-02
MetLife Investors Variable Annuity Account One 02-24-87
MetLife Investors Variable Life Account One 10-23-91
CONTRACTS FUNDED BY SEPARATE ACCOUNTS
-------------------------------------
Xxxxxxx Advocate Advisor/Xxxxxxx Advocate Adviser - ST1
Xxxxxxx Advocate Rewards
Custom Select Flex VUL and JSVUL
Class AA VA
Custom Select VA
Destiny Select VA
Navigator Select VA
SCHEDULE B
DESIGNATED PORTFOLIOS AND CLASSES THEREOF
DESIGNATED PORTFOLIO CLASS
--------------------- -----
Deutsche Government & Agency Securities VIP Class A & Class B
Deutsche Small Mid Cap Value VIP Class B
