EX-99.(H)(X) 2 dex99hx.txt AMENDMENT TO THE MET INVESTORS SERIES TRUST PARTICIPATION AGREEMENT FIRST AMENDMENT TO PARTICIPATION AGREEMENT AMONG MET INVESTORS SERIES TRUST, MET INVESTORS ADVISORY LLC, METLIFE INVESTORS DISTRIBUTION COMPANY AND METROPOLITAN LIFE INSURANCE COMPANY This AMENDMENT (this "Amendment") is made and entered into as of the 30th day of April, 2007 by and among MET INVESTORS SERIES TRUST, a business trust organized under the laws of the State of Delaware (the "Fund"), METROPOLITAN LIFE INSURANCE COMPANY (the "Company") on its own behalf and on behalf of each of its separate accounts set forth on Schedule A hereto, as amended from time to time (each an "Account"), MET INVESTORS ADVISORY LLC (the "Adviser") and METLIFE INVESTORS DISTRIBUTION COMPANY (the "Underwriter"). WHEREAS, the Company, on its own behalf and on behalf of each Account, the Underwriter and the Fund are parties to a Participation Agreement dated as of April 30, 2001 (the "Agreement"); WHEREAS, the parties wish to amend certain provisions of the Agreement as set forth herein; and WHEREAS, capitalized terms used, but not defined, in this Amendment have the meanings assigned to such terms in the Agreement. NOW THEREFORE, in consideration of the mutual promises, representations, and warranties made herein, covenants and agreements hereinafter contained, and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows: 1. Section 11 of the Agreement entitled "Notices" shall be amended as follows: "If to the Fund or to the Adviser: 260 Madison Avenue New York, NY 10016 Attention: Elizabeth M. Forget, President If to the Company: Metropolitan Life Insurance Company 501 Boylston Street Boston, MA 02116 Attention: Alan C. Leland, Jr., Vice President Copy to: Metropolitan Life Insurance Company 501 Boylston Street Boston, MA 02116 Attention: Law Department If to the Underwriter: 5 Park Plaza, Suite 1900 Irvine, CA 92614 Attention: Richard C. Pearson, Executive Vice President and General Counsel" 2. Schedule A is hereby deleted in its entirety and replaced with the Schedule A attached. 3. This Amendment may be executed simultaneously in two or more counterparts, each of which taken together shall constitute one and the same instrument. 4. If any provision of this Amendment shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of the Amendment shall not be affected thereby. 2 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. METROPOLITAN LIFE INSURANCE COMPANY By: /s/ Kathleen Muleski ---------------------------------- Name: VP & Actuary Its: 5/16/08 MET INVESTORS SERIES TRUST By: /s/ Elizabeth M. Forget ---------------------------------- Name: Elizabeth M. Forget Their: President MET INVESTORS ADVISORY LLC By: /s/Elizabeth M. Forget ---------------------------------- Name: Elizabeth M. Forget Their: President METLIFE INVESTORS DISTRIBUTION COMPANY By: /s/ Richard C. Pearson ---------------------------------- Name: Richard C. Pearson Title: Executive Vice President and General Counsel 3 PARTICIPATION AGREEMENT AMONG MET INVESTORS SERIES TRUST, MET INVESTORS ADVISORY LLC, METLIFE INVESTORS DISTRIBUTION COMPANY AND METROPOLITAN LIFE INSURANCE COMPANY SCHEDULE A ACCOUNTS AND ASSOCIATED VARIABLE INSURANCE CONTRACTS
VARIABLE INSURANCE CONTRACTS NAME OF ACCOUNT FUNDED BY ACCOUNT -------------------------------------- --------------------------------------- Metropolitan Life Separate Account E Variable Annuities Metropolitan Life Separate Account F Variable Annuities Metropolitan Life Variable Annuity Separate Account I Variable Annuities Metropolitan Life Variable Annuity Separate Account II Variable Annuities The New England Variable Account Variable Annuities Metropolitan Life Separate Account UL Variable Life Insurance Metropolitan Life Separate Account DCVL Private Placement Variable Life Insurance Paragon Separate Account A Variable Life Insurance Paragon Separate Account B Variable Life Insurance Paragon Separate Account C Variable Life Insurance Paragon Separate Account D Variable Life Insurance Separate Account No. 13S Variable Life Insurance (LCL2) Separate Account No. 18S Private Placement Variable Life Insurance Separate Account No. 19S (LCL1) Separate Account No. 73S Separate Account No. 476 Separate Account No. 485
4 SECOND AMENDMENT TO THE PARTICIPATION AGREEMENT AMONG MET INVESTORS SERIES TRUST, METLIFE ADVISERS, LLC, METLIFE INVESTORS DISTRIBUTION COMPANY, AND METROPOLITAN LIFE INSURANCE COMPANY AMENDMENT (this "Amendment") is made and entered into as of the 1st day of May, 2009 by and among MET INVESTORS SERIES TRUST, a business trust organized under the laws of the State of Delaware (the "Fund"), METROPOLITAN LIFE INSURANCE COMPANY (the "Company") on its own behalf and on behalf of each of its separate accounts, METLIFE INVESTORS DISTRIBUTION COMPANY (the "Underwriter"), and METLIFE ADVISERS, LLC, a limited liability company organized under the laws of the State of Delaware (the "Adviser"). WHEREAS, the Company, the Underwriter, and the Fund are parties to a Participation Agreement dated as of April 30, 2001 (the "Agreement"); WHEREAS, the parties wish to amend certain provisions of the Agreement as set forth herein; and WHEREAS, capitalized terms used, but not defined, in this Amendment have the meanings assigned to such terms in the Agreement. NOW THEREFORE, in consideration of the mutual promises, representations, and warranties made herein, covenants and agreements hereinafter contained, and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows: 1. References in the Agreement to Met Investors Advisory, LLC are hereby replaced with MetLife Advisers, LLC. 2. In all other respects, the Agreement is confirmed and remains in full force and effect. 3. This Amendment shall become effective as of the date first set forth above. 4. If any provision of this Amendment shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of the Amendment shall not be affected thereby. 5. This Amendment may be executed simultaneously in two or more counterparts, each of which taken together shall constitute one and the same instruments. 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 and its seal to be hereunder affixed hereto as of the date first set forth above. MET INVESTORS SERIES TRUST By: /s/ Elizabeth M. Forget ----------------------- Name: Elizabeth M. Forget Title: President and Chief Executive Officer METLIFE ADVISERS, LLC By: /s/ Elizabeth M. Forget ---------------------------------- Name: Elizabeth M. Forget Title: President and Chief Executive Officer METLIFE INVESTORS DISTRIBUTION COMPANY By: /s/ Elizabeth M. Forget ---------------------------------- Name: Elizabeth M. Forget Title: Executive Vice President and Chief Marketing Officer METROPOLITAN LIFE INSURANCE COMPANY By: /s/ Elizabeth M. Forget ---------------------------------- Name: Elizabeth M. Forget Title: Senior Vice President