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Exhibit 99.2
AMENDMENT TO
METLIFE POLICYHOLDER TRUST AGREEMENT
AMENDMENT TO METLIFE POLICYHOLDER TRUST AGREEMENT (the "Amendment
Agreement"), dated November 8, 2001, by and among Metropolitan Life Insurance
Company, a New York corporation, MetLife, Inc., a Delaware corporation, Mellon
Investor Services LLC, a limited liability company organized under the laws of
New Jersey (formerly known as ChaseMellon Shareholder Services, L.L.C.), as
custodian of the Interests under the MetLife Policyholder Trust Agreement, and
Wilmington Trust Company, a Delaware banking company, not in its individual
capacity but solely as Trustee (collectively, the "Parties").
Capitalized terms used in this Amendment Agreement but not defined
herein shall have the meanings ascribed thereto in the Agreement, as defined
below.
WITNESSETH:
WHEREAS, the Parties have previously entered into the MetLife
Policyholder Trust Agreement, dated as of November 3, 1999 (the "Agreement");
and
WHEREAS, pursuant to the terms of the Agreement, the Parties wish to
amend the Agreement as provided herein;
NOW THEREFORE, in consideration of the foregoing and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. Amendment of the Agreement.
The Agreement is hereby amended as follows:
Section 4.2 of the Agreement is hereby amended by inserting
the following after the last sentence:
"The Interests of a Trust Beneficiary to whom Interests are
transferred pursuant to Section 4.2(a) shall be increased to reflect
such transfer and such transferred Interests shall be deemed to be
beneficially owned by such Trust Beneficiary and, except as set forth
in the next sentence, subject to all provisions of this Agreement and
the Purchase and Sale Program Procedures. Such Trust Beneficiary shall
be permitted to make a Sale Election with respect to all, but not less
than all, of such transferred Interests without being subject to the
limitations set forth under Section 5.3(c) of this Agreement and
Section 4 of the Purchase and Sale Program Procedures."
2. Agreement Otherwise Unchanged.
Except as herein provided, the Agreement shall remain
unchanged and in full force and effect and each reference to the
Agreement in the Trust Agreement shall be a reference to the Agreement
as amended hereby and as it may be further amended and in effect from
time to time.
3. Counterparts.
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This Amendment Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.
4. Governing Law.
THIS AMENDMENT AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE WITHOUT GIVING EFFECT
TO ITS PRINCIPLES OR RULES OF CONFLICTS OF LAWS TO THE EXTENT SUCH
PRINCIPLES OR RULES WOULD REQUIRE OR PERMIT THE APPLICATION OF THE LAWS
OF ANOTHER STATE.
IN WITNESS WHEREOF, the Parties hereto have caused this Amendment
Agreement to be executed as of the date first set forth above.
METROPOLITAN LIFE INSURANCE COMPANY
By: /s/ Xxxxx X. Xxxx
----------------------------------------
Name: Xxxxx X. Xxxx
Title: Vice President and Secretary
METLIFE, INC.
By: /s/ Xxxxx X. Xxxx
----------------------------------------
Name: Xxxxx X. Xxxx
Title: Vice President and Secretary
WILMINGTON TRUST COMPANY, as Trustee
By: /s/ Xxxxxx X. Xxxx
----------------------------------------
Name: Xxxxxx X. Xxxx
Title: Senior Financial Services Officer
MELLON INVESTOR SERVICES
By: /s/ Xxxxxx Xxxxxx
----------------------------------------
Name: Xxxxxx Xxxxxx
Title: Vice President
