REC'D NOV 10 2014
FIFTH AMENDMENT TO PARTICIPATION AGREEMENT
This FIFTH AMENDMENT TO PARTICIPATION AGREEMENT (this "AMENDMENT") dated as
of October 31, 2014 and effective as of November 17, 2014, is by and among
VANGUARD VARIABLE INSURANCE FUND, THE VANGUARD GROUP, INC. ("Vanguard"),
VANGUARD MARKETING CORPORATION AND METLIFE INSURANCE COMPANY OF CONNECTICUT
("Company").
WITNESSETH:
WHEREAS, the parties have entered into a Participation Agreement dated as
of July 1, 2003, as amended (the "Participation Agreement"), pursuant to which
Vanguard has agreed to make shares of the Fund available for purchase and
redemption by certain Accounts of the Company in connection with the Company's
Variable Insurance Products, which Accounts and Variable Insurance Products are
registered under the 1933 Act and/or the 1940 Act; and
WHEREAS, following the close of business on November 14, 2014 the Company
will change its name to MetLife Insurance Company USA and will change its state
of domicile from Connecticut to Delaware; and
WHEREAS, the parties desire to modify the Participation Agreement in
certain respects;
NOW, THEREFORE, in consideration of the mutual covenants contained herein,
the parties hereto, intending to be legally bound, hereby agree as follows:
1. Defined Terms. Unless otherwise defined herein, capitalized terms in
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this Amendment shall have the meanings assigned in the Participation
Agreement.
2. Amendment of Participation Agreement. The Participation Agreement is
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hereby amended as follows:
(a) All references in the Participation Agreement to MetLife
Insurance Company of Connecticut are replaced with MetLife
Insurance Company USA, and the reference to Connecticut as the
Company's state of domicile is replaced with Delaware as the
Company's state of domicile;
(b) Amendment to Article II. Section 2.1 of Article II of the
Participation Agreement is deleted in its entirety and replaced
with the following:
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"2.1. The Company represents and warrants that it is an insurance
company duly organized and in good standing under applicable law; that
it has legally and validly established each Account prior to any
issuance or sale thereof as a segregated asset account under
applicable insurance laws; that is has and will maintain the capacity
to issue all Variable Insurance Products that may be sold; and that it
is properly licensed, qualified and in good standing to sell the
Variable Insurance Products in all states (except New York) and in the
District of Columbia."
(c) Amendment to Article X. Article X of the Agreement is hereby
amended by deleting the section labeled "If to the Company:" and
replacing it with the following:
"If to the Company: MetLife
Xxx Xxxxxxxxx Xxxxxx, 00xx Xxxxx
Xxxxxx, XX 00000
Attn: Law Department"
3. No Other Modifications. Except as specifically modified hereby, the
Participation Agreement shall continue in full force and effect.
4. Counterparts. This Amendment may be executed in two or more
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counterparts, each of which shall be deemed an original and all of
which together shall constitute one and the same instrument. This
Amendment shall become binding when any two or more counterparts
thereof, individually or taken together, bear the signatures of all
parties hereto. For the purposes hereof, a facsimile copy of this
Amendment, including the signature pages hereto, shall be deemed an
original.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed on their behalf by their duly authorized officers as of the day and
year first written above.
VANGUARD VARIABLE INSURANCE FUND
By: /s/ Xxxxx Xxxx
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Name: Xxxxx Xxxx
Title: Secretary
THE VANGUARD GROUP, INC.
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Title: Principal
VANGUARD MARKETING CORPORATION
By: /s/ Xxxxx Xxxx
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Name: Xxxxx Xxxx
Title: Senior Vice President
METLIFE INSURANCE COMPANY OF CONNECTICUT
By: /s/ Xxxxx X. Xxxxxxx
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Name: Xxxxx X. Xxxxxxx
Title: Vice President
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