FIRST AMENDMENT
TO THE
PARTICIPATION AGREEMENT
AMONG
MET INVESTORS SERIES TRUST,
METLIFE ADVISERS, LLC,
METLIFE INVESTORS DISTRIBUTION COMPANY,
AND
GENERAL AMERICAN LIFE INSURANCE COMPANY
AMENDMENT (this "Amendment") is made and entered into as of the 1st day of
May, 2009 by and among MET INVESTORS SERIES TRUST, a business trust organized
under the laws of the State of Delaware (the "Fund"), GENERAL AMERICAN LIFE
INSURANCE COMPANY (the "Company") on its own behalf and on behalf of each of its
separate accounts, METLIFE INVESTORS DISTRIBUTION COMPANY (the "Underwriter"),
and METLIFE ADVISERS, LLC, a limited liability company organized under the laws
of the State of Delaware (the "Adviser").
WHEREAS, the Company, the Underwriter, and the Fund are parties to a
Participation Agreement dated as of May 1, 2001 (the "Agreement");
WHEREAS, the parties wish to amend certain provisions of the Agreement as
set forth herein; and
WHEREAS, capitalized terms used, but not defined, in this Amendment have
the meanings assigned to such terms in the Agreement.
NOW THEREFORE, in consideration of the mutual promises, representations,
and warranties made herein, covenants and agreements hereinafter contained, and
for other good and valuable consideration, the receipt and sufficiency of which
are acknowledged, the parties agree as follows:
1. References in the Agreement to Met Investors Advisory, LLC are hereby
replaced with MetLife Advisers, LLC.
2. In all other respects, the Agreement is confirmed and remains in full
force and effect.
3. This Amendment shall become effective as of the date first set forth
above.
4. If any provision of this Amendment shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of the
Amendment shall not be affected thereby.
5. This Amendment may be executed simultaneously in two or more
counterparts, each of which taken together shall constitute one and the
same instruments.
IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment to
be executed in its name and on its behalf by its duly authorized representative
and its seal to be hereunder affixed hereto as of the date first set forth
above.
MET INVESTORS SERIES TRUST
By: /s/ Xxxxxxxxx X. Forget
------------------------------------
Name: Xxxxxxxxx X. Forget
Title: President
METLIFE ADVISERS, LLC
By: /s/ Xxxxxxxxx X. Forget
------------------------------------
Name: Xxxxxxxxx X. Forget
Title: President and Chief Executive
Officer
METLIFE INVESTORS DISTRIBUTION COMPANY
By: /s/ Xxxxxxxxx X. Forget
------------------------------------
Name: Xxxxxxxxx X. Forget
Title: Executive Vice President and
Chief Marketing Officer
GENERAL AMERICAN LIFE INSURANCE COMPANY
By: /s/ Xxxx X. XxXxxxx
------------------------------------
Name: Xxxx X. XxXxxxx
Title: Vice President and Actuary
