Amendment No. 3 to Participation Agreement
Metropolitan Life Insurance Company, Variable Insurance Products Fund and
Fidelity Distributors Corporation, hereby amend their Participation Agreement
("Agreement"), dated July 2, 1991 by doing all of the following:
I. Revising the recitals to indicate, wherever appropriate, that
WHEREAS, the variable life insurance and/or variable annuity products
identified on Schedule A hereto ("Contracts") have been or will be
registered by the Company under the Securities Act of 1933, unless such
Contracts are exempt from registration thereunder; and
WHEREAS, the Company has registered or will register the Separate
Accounts identified on Schedule A as unit investment trusts under the
1940 Act, unless such Accounts are exempt from registration thereunder.
II. Replacing section 1.6 in its entirety with the following:
1.6. The Company agrees that purchases and redemptions of Portfolio
shares offered by the then current prospectus of the Fund shall be made
in accordance with the provisions of such prospectus.
III. Replacing section 2.1 in its entirety with the following:
2.1. The Company represents and warrants that the Contracts are or will
be registered under the 1933 Act or are exempt from registration
thereunder; that the Contracts will be issued and sold in compliance in
all material respects with all applicable Federal and State laws and
that the sale of the Contracts shall comply in all material respects
with state insurance suitability requirements. The Company further
represents and warrants that it is an insurance company duly organized
and in good standing under applicable law and that it has legally and
validly established each Account prior to any issuance or sale thereof
as a segregated asset account under the New York Insurance Law and,
unless exempt from registration thereunder, has registered or, prior to
any issuance or sale of the Contracts, will register each Account as a
unit investment trust in accordance with the provisions of the 1940 Act
to serve as a segregated investment account for the Contracts.
IV. Replacing section 2.5 in its entirety with the following:
2.5. (a) With respect to Initial Class shares, the Fund currently
does not intend to make any payments to finance distribution expenses
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pursuant to Rule 12b-1 under the 1940 Act or otherwise, although it may
make such payments in the future. The Fund has adopted a "no fee" or
"defensive" Rule 12b-1 Plan under which it makes no payments for
distribution expenses. To the extent that it decides to finance
distribution expenses pursuant to Rule 12b-1, the Fund undertakes to
have a board of trustees, a majority of whom are not interested persons
of the Fund, formulate and approve any plan under Rule 12b-1 to finance
distribution expenses.
(b) With respect to Service Class shares and Service Class 2
shares, the Fund has adopted Rule 12b-1 Plans under which it makes
payments to finance distribution expenses. The Fund represents and
warrants that it has a board of trustees, a majority of whom are not
interested persons of the Fund, which has formulated and approved each
of its Rule 12b-1 Plans to finance distribution expenses of the Fund and
that any changes to the Fund's Rule 12b-1 Plans will be approved by a
similarly constituted board of trustees.
V. Adding the following sentence to the beginning of section 3.1:
Wherever the term "prospectus" is used in this Agreement in relation to
the Contracts or the Accounts, the term shall be deemed to include each
prospectus, registration statement, private offering memorandum or other
disclosure document for the Contract or the Account.
VI. Replacing section 4.6 in its entirety with the following:
4.6. The Company will provide to the Fund at least one complete copy of
all prospectuses, Statements of Additional Information, reports,
solicitations for voting instructions, sales literature and other
promotional materials, applications for exemptions, requests for no
action letters, and all amendments to any of the above, that relate to
the Contracts or each Account, contemporaneously with the filing of such
document with the SEC or other regulatory authorities or, if a Contract
and its associated Account are exempt from registration, at the time
such documents are first published.
VII. Replacing section 5.3 in its entirety with the following:
5.3. The Company shall bear the expenses of distributing the Fund's
prospectus and reports to owners of Contracts issued by the Company. The
Fund shall bear the costs of soliciting Fund proxies from Contract
owners, including the costs of mailing proxy materials and tabulating
proxy voting instructions, not to exceed the costs charged by any service
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provider engaged by the Fund for this purpose. The Fund and the
Underwriter shall not be responsible for the costs of any proxy
solicitations other than proxies sponsored by the Fund.
VIII. Replacing Schedules A and B with the Revised Schedules A and B, attached.
IX. Amending Schedule C by deleting the words "at its expense" from the
second sentence of paragraph 4.
IN WITNESS WHEREOF, each party has caused this Amendment to be executed in its
name and on its behalf by its duly authorized representative as of September 5,
2000.
METROPOLITAN LIFE INSURANCE COMPANY VARIABLE INSURANCE PRODUCTS FUND
By: /s/ [ILLEGIBLE]
----------------------------- By: -------------------------------
Name: [ILLEGIBLE]
Title: VP & ACTUARY Name: -------------------------------
Title: -------------------------------
FIDELITY DISTRIBUTORS CORPORATION
By: -------------------------------
Name: -------------------------------
Title: -------------------------------
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SCHEDULE A
Company Accounts
Date of Resolution of Company's Board
Name of Account which Established the Account
------------------------------------- ---------------------------------------
Metropolitan Life 9/27/83
Separate Account E
Metropolitan Life 9/27/83
Separate Account F
12/13/88
Separate Account UL
Metropolitan Life [PENDING APPROVAL]
Separate Account L
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SCHEDULE B
Company Contracts
1. Contract Form G.2952A and certificate forms G.4361, G.4362, and G. 4363, and
other contracts and certificate forms developed for sale to colleges and
universities and other tax-deferred employee benefit plans and affiliates of
such plans.
2. Contracts developed for Section 451 deferred fee arrangements,
Section 457(f) deferred compensation plans and Section 457(e)(11) severance
and death benefit plans.
3. Metropolitan Life PPVL contract forms:
G.2328
G.2331
G.2331(99)
G.2331-NJ-PAR (no longer issued)
G.2331-NJ-NP
G.2333
G.2334
G.2335
4. MetFlex (SM) Contract Form: 7FV-93
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