FIRST AMENDMENT TO PARTICIPATION AGREEMENT
This First Amendment amends the Participation Agreement ("Agreement") dated
November 17, 1997 among Cova Financial Services Life Insurance Company, Variable
Insurance Products Fund and Fidelity Distributors Corporation.
WHEREAS, Cova Financial Services Life Insurance Company changed its name to
MetLife Investors Insurance Company.
NOW, THEREFORE, the parties hereby agree as follows:
1. All references in the Participation Agreement to Cova Financial Services
Life Insurance Company or to the "Company" shall refer to MetLife Investors
Insurance Company.
2. Section 2.5 in its entirety is replaced 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 pursuant
to Rule 12b-l 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-l Plan under which it makes no payments for distribution expenses. To
the extent that it decides to finance distribution expenses pursuant to
Rule 12b-l, 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-l to finance distribution expenses.
(b) With respect to Service Class shares and Service Class 2 shares,
the Fund has adopted Rule 12b-l 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-l Plans to
finance distribution expenses of the Fund and that any changes to the
Fund's Rule 12b-l Plans will be approved by a similarly constituted board
of trustees.
3. Schedule A of the Agreement is deleted in its entirety and replaced with
the attached Amended Schedule A.
4. The Agreement, as supplemented by this Amendment, is ratified and
confirmed.
IN WITNESS WHEREOF, the parties have hereto affixed their respective authorized
signatures, intending that this Amendment be effective as of the 7th day of May,
2001.
MetLife Investors Insurance Company
(formerly known as Cova Financial
Services Life Insurance Company)
By: /s/ J. Xxxxxx Xxxxxx
---------------------------------
Name: J. Xxxxxx Xxxxxx
Titler: Senior Vice President &
Chief Actuary
Fidelity Distributors Corporation Variable Insurance Products Fund
By: /s/ Xxxx Xxxxxxx By: /s/ Xxxxxx X. Xxxxx
--------------------------------- ------------------------------------
Name: Xxxx Xxxxxxx Name: Xxxxxx X. Xxxxx
Title: Executive Vice President Title: Senior Vice President
Schedule A
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Separate Accounts and Associated Contracts
------------------------------------------
Name of Separate Account and Policy Form Numbers of Contracts
Date Established by Board of Directors Funded By Separate Account
-------------------------------------- --------------------------------
MetLife Investors Variable Annuity XL-407
Account One CL-407
(established 02/24/87) XX-000
XX-000
7010
