AMENDMENT NO. 1 TO THE
PARTICIPATION AGREEMENT
Amendment to the Participation Agreement dated November 10, 2008 (the
"Agreement") by and among MetLife Insurance Company of Connecticut (the
"Company"), on behalf of itself and certain of its segregated asset accounts
listed in Schedule A hereto; MFS Variable Insurance Trust (the "Trust"); and MFS
Fund Distributors, Inc.(the "Underwriter").
WHEREAS, the parties have entered into the Agreement;
WHEREAS, the Trust, the Underwriter (as successor in interest to
Massachusetts Financial Services Company) and the Company's affiliate, MetLife
Investors Insurance Company ("MLI"), have entered into a Participation Agreement
dated March 22, 2001, as amended (the "MLI Participation Agreement");
WHEREAS, the Trust, the Underwriter (as successor in interest to
Massachusetts Financial Services Company) and the Company's affiliate, MetLife
Investors USA Insurance Company ("MLI USA"), formerly known as Security First
Life Insurance Company, have entered into a Participation Agreement dated April
12, 1999 (the "MLI USA Participation Agreement");
WHEREAS, following the close of business on November 14, 2014 (the "Merger
Date"), MLI and MLI USA will merge into the Company, and as the surviving entity
of the merger, the Company will become the depositor and issuer of the separate
accounts of both MLI and MLI USA;
WHEREAS, as of the Merger Date, the Company will change its name to MetLife
Insurance Company USA and change its state of domicile from Connecticut to
Delaware;
WHEREAS, as of the Merger Date, the Company will assume all rights and
obligations of MLI and MLI USA under the MLI Participation Agreement and MLI USA
Participation Agreement;
WHEREAS, the parties wish to (i) add the separate accounts of MLI and MLI
USA to the Agreement; and (ii) terminate the MLI Participation Agreement and the
MLI USA Participation Agreement as of the effective date of this amendment to
the Agreement; and
WHEREAS, the parties wish to add to the Agreement MFS Variable Insurance
Trust II, a Massachusetts business trust ("Trust II") and MFS Variable Insurance
Trust III, a Delaware statutory trust ("Trust III").
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. MFS Variable Insurance Trust II, a Massachusetts business trust
("Trust II") and MFS Variable Insurance Trust III, a Delaware
statutory trust ("Trust III") are hereby added as parties. All
references to "MFS Variable Insurance Trust" are hereby replaced with
"MFS Variable Insurance Trust I" or "Trust I" as the context may
require. Trust I, Trust II and Trust III are collectively referred to
hereinafter as the "Funds" or the "Trusts" and all existing references
to the "Trust" are amended accordingly.
2. The name of the Company in the Agreement shall change to MetLife
Insurance Company USA;
3. Schedule A of the Agreement shall be deleted in its entirety and
replaced with Schedule A attached hereto;
4. The MLI Participation Agreement and the MLI USA Participation
Agreement shall terminate as of the effective date of this Amendment.
5. Article XIII of the Agreement entitled "Notices" shall be restated in
its entirety to read as follows:
ARTICLE XIII. NOTICES
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Any notice shall be sufficiently given when sent by registered or certified
mail, overnight courier, email or facsimile to the other party at the address of
such party set forth below or at such other address as such party may from time
to time specify in writing to the other party.
If to Trusts:
MFS VARIABLE INSURANCE TRUST, MFS VARIABLE INSURANCE TRUST II AND
MFS VARIABLE INSURANCE TRUST III
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
email: ▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇.▇▇▇
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Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇
Attn: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Assistant Secretary
If to Company:
METLIFE
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: Law Department
If to the Underwriter:
MFS FUND DISTRIBUTORS, INC.
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
email: ▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇.▇▇▇
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Attn: General Counsel
6. The first sentence of Section 14.8 is restated as follows:
"A copy of Trust I and Trust II's Declaration of Trust is on file with the
Secretary of State of The Commonwealth of Massachusetts."
7. This Amendment shall be effective as of November 17, 2014.
IN WITNESS WHEREOF, each of the parties has caused this amendment to the
Agreement to be executed in its name and on its behalf by and through its duly
authorized officer signing below.
METLIFE INSURANCE COMPANY MFS FUND DISTRIBUTORS, INC.
OF CONNECTICUT (TO BE RENAMED
METLIFE INSURANCE COMPANY
USA ON NOVEMBER 14, 2014)
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President Title: President
MFS VARIABLE INSURANCE TRUST METLIFE INVESTORS INSURANCE
MFS VARIABLE INSURANCE TRUST II COMPANY
MFS VARIABLE INSURANCE TRUST III
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Assistant Secretary Title: Vice President
METLIFE INVESTORS USA
INSURANCE COMPANY
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President
SCHEDULE A
ACCOUNTS, POLICIES, AND PORTFOLIOS
SUBJECT TO THE PARTICIPATION AGREEMENT
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NAME OF SEPARATE ACCOUNT PORTFOLIOS
AND DATE ESTABLISHED BY POLICIES FUNDED BY APPLICABLE
BOARD OF DIRECTORS SEPARATE ACCOUNT SHARE CLASS TRUSTS TO POLICIES
------------------------------ ----------------------------- ------------------ ----------------- -------------
MetLife of CT Fund UL III Corporate Owned Variable Initial Class VIT I, VIT II
for Variable Life Insurance Life Insurance Policies and Service and VIT III (1)
(COLI, COLI 2000, COLI Class
III, COLI IV, Corporate
Select)
MetLife of CT Separate Corporate Owned Private Initial Class
Account CPPVUL1 Placement Variable Life and Service VIT I, VIT II
Insurance Policies Class and VIT III (1)
MetLife Investors USA Foresight Variable Annuity Initial Class
Separate Account A and Service VIT I, VIT II
Class and VIT III (1)
MetLife Investors Variable Joint and Last Survivor Initial Class VIT I, VIT II
Life Account Eight Flexible Premium Life and Service and VIT III (1)
Insurance Policies Class
(1) Portfolios Applicable to Policies
VIT I VIT II
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MFS Core Equity Series MFS Blended Research Core Equity Portfolio
MFS Global Equity Series MFS Bond Portfolio
MFS Growth Series MFS Core Equity Portfolio
MFS Investors Growth Stock Series MFS Emerging Markets Equity Portfolio
MFS Investors Trust Series MFS Global Governments Portfolio
MFS Mid Cap Growth Series MFS Global Growth Portfolio
MFS New Discovery Series MFS Global Research Portfolio
MFS Research Bond Series MFS Global Tactical Allocation Portfolio
MFS Research International Series MFS Government Securities Portfolio
MFS Research Series MFS High Yield Portfolio
MFS Total Return Series MFS International Growth Portfolio
MFS Utilities Series MFS International Value Portfolio
MFS Value Series MFS Massachusetts Investors Growth Stock Portfolio
MFS Money Market Portfolio
MFS New Discovery Portfolio
MFS Research International Portfolio
MFS Strategic Income Portfolio
MFS Technology Portfolio
MFS Utilities Portfolio
MFS Value Portfolio
VIT III
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MFS Inflation-Adjusted Bond Portfolio
MFS Blended Research Small Cap Equity Portfolio MFS Limited Maturity Portfolio
MFS Conservative Allocation Portfolio MFS Mid Cap Value Portfolio
MFS Global Real Estate Portfolio MFS Moderate Allocation Portfolio
MFS Growth Allocation Portfolio MFS New Discovery Value Portfolio
and any other Portfolios or series of shares of the Trusts that are available
and open to new investors on or after the effective date of this Amendment.
