AMENDMENT
TO
PARTICIPATION AGREEMENT
AMONG
XXXXXX VARIABLE TRUST,
XXXXXX RETAIL MANAGEMENT LIMITED PARTNERSHIP AND
METLIFE INSURANCE COMPANY USA
THIS AMENDMENT TO PARTICIPATION AGREEMENT ("Amendment") dated as of
March 6, 2017, amends the Participation Agreement dated as of June 1, 2001, as
amended (the "Agreement") among METLIFE INSURANCE COMPANY USA ("Company"),
XXXXXX VARIABLE TRUST (the "Trust"), and XXXXXX RETAIL MANAGEMENT LIMITED
PARTNERSHIP (the "Underwriter"). All capitalized terms not otherwise defined in
this Amendment, shall have the same meaning as ascribed in the Agreement.
WITNESSETH THAT:
WHEREAS, on March 6, 2017, the Company changed its name to Brighthouse Life
Insurance Company;
WHEREAS, the parties desire to amend the Agreement to update the Account listed
in Schedule A and to further modify the Agreement as provided herein;
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 is hereby changed to Brighthouse
Life Insurance Company;
2. ARTICLE XII of the Agreement entitled "Notices" is hereby amended, in
relevant part, as follows:
"If to the Company:
Brighthouse Life Insurance Company
Xxx Xxxxxxxxx Xxxxxx, 00xx Xxxxx
Xxxxxx, XX 00000
Attn: The Law Group
3. Schedule A to the Agreement is hereby deleted in its entirety and replaced
with Schedule A hereto attached.
4. In all other respects, the terms of the Agreement shall remain in full
force and effect.
IN WITNESS WHEREOF, the Company, Trust and the Underwriter hereto have
caused this Amendment to be executed in their names and on their behalf by their
duly authorized representatives hereto as of the date specified above.
METLIFE INSURANCE COMPANY USA
(TO BE RENAMED BRIGHTHOUSE LIFE
INSURANCE COMPANY AS OF MARCH 6, 2017)
By its authorized officer,
By: [/s/ illegible]
---------------------------------
Name:
--------------------------------
Title:
-------------------------------
XXXXXX VARIABLE TRUST
By its authorized officer,
By: /s/ Xxxxxxx Xxxxxxx
---------------------------------
Name: Xxxxxxx Xxxxxxx
Title: Fund Treasurer
XXXXXX RETAIL MANAGEMENT LIMITED PARTNERSHIP
By its authorized officer,
By: /s/ Xxxx Xxxxxxx
---------------------------------
Name: Xxxx Xxxxxxx
Title: Head of Rel. Mgmt.
SCHEDULE A
ACCOUNTS
--------
Brighthouse Fund UL III for Variable Life Insurance
Brighthouse Separate Account CPPVUL1
Brighthouse Variable Annuity Account C
Brighthouse Variable Life Account Eight
Brighthouse Variable Life Account One
