EX-99.(H)(X) 2 d632305dex99hx.txt FRANKLIN TEMPLETON AMENDMENT NO.5 TO PARTICIPATION AGREEMENT AMENDMENT NO. 5 TO AMENDED AND RESTATED PARTICIPATION AGREEMENT Franklin Templeton Variable Insurance Products Trust Franklin/Templeton Distributors, Inc. Metropolitan Life Insurance Company MetLife Investors Distribution Company Franklin Templeton Variable Insurance Products Trust (the "Trust"), Franklin/Templeton Distributors, Inc. (the "Underwriter," and together with the Trust, "we" or "us"), Metropolitan Life Insurance Company (the "Company" or "you"), and MetLife Investors Distribution Company, your distributor, on your behalf and on behalf of certain Accounts, have previously entered into an Amended and Restated Participation Agreement dated May 1, 2004, and subsequently amended May 1, 2007, November 10, 2008, October 5, 2010 and January 15, 2013, and further modified by an Addendum dated May 1, 2011 (the "Agreement"). The parties now desire to further amend the Agreement by this amendment (the "Amendment"). Except as modified hereby, all other terms and conditions of the Agreement shall remain in full force and effect. Unless otherwise indicated, the terms defined in the Agreement shall have the same meaning in this Amendment. AMENDMENT NOW, THEREFORE, in consideration of past and prospective business relations, the parties agree to amend the Agreement as follows: 1. Schedule B of the Agreement is deleted and replaced in its entirety with the Schedule B attached hereto. 2. All other terms and provisions of the Agreement not amended herein shall remain in full force and effect. IN WITNESS WHEREOF, each of the parties has caused its duly authorized officers to execute this Amendment effective as of December 2, 2013. FRANKLIN TEMPLETON VARIABLE INSURANCE PRODUCTS TRUST The Trust: ONLY ON BEHALF OF EACH PORTFOLIO LISTED ON SCHEDULE C OF THE AGREEMENT. By: /s/ Karen L. Skidmore ---------------------------- Name: Karen L. Skidmore Title: Vice President The Underwriter: FRANKLIN TEMPLETON DISTRIBUTORS, INC. By: /s/ Christopher Felchlin ---------------------------- Name: Christopher Felchlin Title: Vice President The Company: METROPOLITAN LIFE INSURANCE COMPANY By: /s/ Alan C. Leland, Jr. ---------------------------- Name: Alan C. Leland, Jr. Title: Vice President The Distributor: METLIFE INVESTORS DISTRIBUTION COMPANY By: /s/ Paul M. Kos ---------------------------- Name: Paul M. Kos Title: Vice President SCHEDULE B ACCOUNTS OF THE COMPANY
NAME OF ACCOUNT SEC REGISTRATION --------------- ---------------- YES/NO Metropolitan Life Separate Account Yes Metropolitan Life Separate Account DCVL No Metropolitan Life Variable Annuity Separate Account II Yes Metropolitan Life Separate Account E Yes