AMENDMENT NO. 2 TO PARTICIPATION AGREEMENT
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This AMENDMENT TO PARTICIPATION AGREEMENT (the "Amendment") is made and
entered into as of the 1st day of May, 2015, by and among FIRST METLIFE
INVESTORS INSURANCE COMPANY (the "Company"), on its own behalf and on behalf of
each separate account of the Company identified in the Agreement (as defined
below), THE UNIVERSAL INSTITUTIONAL FUNDS, INC. (the "Fund"), ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
DISTRIBUTION, INC. (the "Underwriter") and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ INVESTMENT MANAGEMENT
INC. (the "Adviser").
WHEREAS, the Company, the Fund, the Underwriter and the Adviser have
entered into a Participation Agreement, dated as of November 1, 2005, as such
agreement may be amended from time to time (the "Agreement"); and
WHEREAS, the Company, the Fund, the Underwriter and the Adviser wish to
update the Portfolios available under the Agreement.
NOW, THEREFORE, in consideration of their mutual promises, and other good
and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the Company, the Fund, the Underwriter and the Adviser agree to
amend the Agreement as follows:
1. Schedule B of the Agreement is deleted and replaced in its entirety
with the attached Schedule B.
2. Except as provided herein, the Agreement shall remain in full force
and effect. This Amendment and the Agreement, as amended, constitute the entire
agreement between the parties hereto pertaining to the subject matter hereof
and fully supersede any and all prior agreements or understandings between the
parties hereto pertaining to the subject matter hereof. In the event of any
conflict between the terms of this Amendment and the Agreement, the terms of
this Amendment shall control.
3. This Amendment shall be effective as of the date written above.
4. This Amendment may be executed in two or more counterparts, each of
which will be an original and all of which, taken together, shall be deemed one
and the same document.
[signature page follows]
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 as of the date specified above.
FIRST METLIFE INVESTORS INSURANCE COMPANY
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
THE UNIVERSAL INSTITUTIONAL FUNDS, INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: President & Principal Executive Officer
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ INVESTMENT MANAGEMENT INC.
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Title: Managing Director
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ DISTRIBUTION, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Title: Managing Director
SCHEDULE B
PORTFOLIOS OF THE UNIVERSAL INSTITUTIONAL FUNDS, INC.
AVAILABLE UNDER THIS AGREEMENT
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CLASS II SHARES
Global Infrastructure Portfolio -- Class II Shares
