PRINCIPAL UNDERWRITER'S AGREEMENT
IT IS HEREBY AGREED by and between METLIFE INVESTORS INSURANCE COMPANY
OF CALIFORNIA ("INSURANCE COMPANY") on behalf of METLIFE INVESTORS VARIABLE LIFE
ACCOUNT FIVE (the "Variable Account") and METLIFE INVESTORS DISTRIBUTION COMPANY
("PRINCIPAL UNDERWRITER") as follows:
I
INSURANCE COMPANY proposes to issue and sell certain flexible premium
variable life insurance policies ( the "Policies") of the Variable Account to
the public through PRINCIPAL UNDERWRITER. The PRINCIPAL UNDERWRITER agrees to
provide sales service subject to the terms and conditions hereof. The Policies
to be sold are more fully described in the registration statements and
prospectuses hereinafter mentioned. Such Policies will be issued by INSURANCE
COMPANY through the Variable Account.
II
INSURANCE COMPANY grants PRINCIPAL UNDERWRITER the exclusive right,
during the term of this Agreement, subject to registration requirements of the
Securities Act of 1933 and the Investment Company Act of 1940 and the provisions
of the Securities Exchange Act of 1934, to be the distributor of the Policies
issued through the Variable Account. PRINCIPAL UNDERWRITER will sell the
Policies under such terms as set by INSURANCE COMPANY and will make such sales
to purchasers permitted to buy such Policies as specified in the prospectus.
III
PRINCIPAL UNDERWRITER shall be compensated for its distribution service
in such amount as to meet all of its obligations to selling broker-dealers with
respect to all Premium Payments accepted by INSURANCE COMPANY on the Policies
covered hereby.
IV
On behalf of the Variable Account, INSURANCE COMPANY shall furnish
PRINCIPAL UNDERWRITER with copies of all prospectuses, financial statements and
other documents which PRINCIPAL UNDERWRITER reasonably requests for use in
connection with the distribution of the Policies. INSURANCE COMPANY shall
provide to PRINCIPAL UNDERWRITER such number of copies of the current effective
prospectuses as PRINCIPAL UNDERWRITER shall request.
V
PRINCIPAL UNDERWRITER is not authorized to give any information, or to
make any representations concerning the Policies or the Variable Account of
INSURANCE COMPANY other than those contained in the current registration
statements or prospectuses relating to the Variable Account filed with the
Securities and Exchange Commission or such sales literature as may be authorized
by INSURANCE COMPANY.
VI
Both parties to this Agreement agree to keep the necessary records as
indicated by applicable state and federal law and to render the necessary
assistance to one another for the accurate and timely preparation of such
records.
VII
This Agreement shall be effective upon the execution hereof and will
remain in effect unless terminated as hereinafter provided. This Agreement shall
automatically be terminated in the event of its assignment by PRINCIPAL
UNDERWRITER.
This Agreement may at any time be terminated by either party hereto
upon 60 days' written notice to the other party.
VIII
All notices, requests, demands and other communications under this
Agreement shall be in writing and shall be deemed to have been given on the date
of service if served personally on the party to whom notice is to be given, or
on the date of mailing if sent by First Class Mail, Registered or Certified,
postage prepaid and properly addressed.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be signed on their behalf by their respective officers thereunto duly
authorized.
EXECUTED THIS ____ day of ______, 2001.
INSURANCE COMPANY
METLIFE INVESTORS INSURANCE
COMPANY OF CALIFORNIA
BY:___________________________
ATTEST:____________________
Secretary
PRINCIPAL UNDERWRITER
METLIFE INVESTORS DISTRIBUTION
COMPANY
BY:__________________________
ATTEST:____________________
Secretary
