EX-99.8(XII) 10 dex998xii.txt AMENDMENT NOS. 1, 2 AND 3 WITH AMERICAN FUNDS INSURANCE SERIES AMENDMENT NO. 1 DATED MAY 1, 2006 TO THE PARTICIPATION AGREEMENT DATED APRIL 30, 2001 Amendment to the Participation Agreement (the "Agreement") by and among Metropolitan Life Insurance Company ("MetLife") on behalf of itself and certain of its separate accounts), American Funds Insurance Series, and Capital Research and Management Company. WHEREAS, the parties desire to amend the Agreement by expanding the Funds listed in Attachment A and adding Attachment B listing MetLife's separate accounts. NOW THEREFORE, in consideration of the foregoing and of the mutual covenants and conditions set forth herein and for other good and valuable consideration, each of the parties amends the Agreement as follows: 1. Attachment A of the Agreement is hereby deleted in its entirety and replaced with Attachment A attached hereto. 2. Attachment B attached hereto is hereby added to the Agreement. Except as expressly supplemented, amended or consented to hereby, all of the representations and conditions of the Agreement will remain unamended and will continue to be in full force and effect. Document 9522422 IN WITNESS WHEREOF, each of the parties hereto have caused this Amendment No. 1 to the Agreement to be executed in their names and on their behalf by and through their duly authorized officers signing below. METROPOLITAN LIFE INSURANCE COMPANY (ON BEHALF OF THE ACCOUNTS AND ITSELF) By: /s/ Alan C. Leland, Jr. --------------------------------------- Its: AMERICAN FUNDS INSURANCE SERIES By: [ILLEGIBLE SIGNATURE] --------------------------------------- Its: Secretary CAPITAL RESEARCH AND MANAGEMENT COMPANY By: [ILLEGIBLE SIGNATURE] --------------------------------------- Its: Document 9522422 Approved for Signature WRB by CRMC Legal Dept. Attachment A American Funds Insurance Series . Global Small Capitalization Fund . Growth Fund . Growth-Income Fund . Bond Fund Document 9522422 Attachment B ____________ Metropolitan Life Separate Account E Metropolitan Life Separate Account UL Document 9522422 AMENDMENT NO. 2 DATED AS APRIL 28, 2008 TO THE PARTICIPATION AGREEMENT DATED APRIL 30, 2001, AS PREVIOUSLY AMENDED Amendment to the Participation Agreement (the "Agreement") by and among Metropolitan Life Insurance Company ("MetLife") on behalf of itself and certain of its separate accounts, American Funds Insurance Series, and Capital Research and Management Company. WHEREAS, the parties desire to amend the Agreement by expanding the Funds listed in Attachment A and adding additional separate accounts to Attachment B listing MetLife's separate accounts. NOW THEREFORE, in consideration of the foregoing and of the mutual covenants and conditions set forth herein and for other good and valuable consideration, each of the parties amends the Agreement as follow: 1. Attachment A of the Agreement is hereby deleted in its entirety and replaced with Attachment A attached hereto. 2. Attachment B is hereby deleted in its entirety and replaced with Attachment B. Except as expressly supplemented, amended or consented to hereby, all of the representations and conditions of the Agreement will remain unamended and will continue to be in full force and effect. IN WITNESS WHEREOF, each of the parties hereto have caused this Amendment No. 2 to be executed in their names and on their behalf by and through their duly authorized officers signing below. METROPOLITAN LIFE INSURANCE COMPANY (on behalf of the Accounts and itself) By: [ILLEGIBLE SIGNATURE] --------------------------------------- Its: Vice President AMERICAN FUNDS INSURANCE SERIES By: [ILLEGIBLE SIGNATURE] --------------------------------------- Its: Secretary CAPITAL RESEARCH AND MANAGEMENT COMPANY By: [ILLEGIBLE SIGNATURE] --------------------------------------- Its: Senior Vice President Approved for Signature WRB by CRMC Legal Dept. ATTACHMENT A American Funds Insurance Series: ________________________________ . Global Small Capitalization Fund . Growth Fund . Growth-Income Fund . Bond Fund . Global Growth Fund . International Fund . U.S. Government/AAA Rated Securities Fund ATTACHMENT B Metropolitan Life Separate Account E Metropolitan Life Separate Account UL Metropolitan Life Separate Account DCVL Separate Account No. 13S Separate Account No. 485 AMENDMENT NO. 3 DATED AS OF NOVEMBER 10, 2008 TO THE PARTICIPATION AGREEMENT DATED APRIL 30, 2001, AS PREVIOUSLY AMENDED Amendment to the Participation Agreement (the "Agreement") by and among Metropolitan Life Insurance Company ("MetLife") on behalf of itself and certain of its separate accounts, American Funds Insurance Series, and Capital Research and Management Company. WHEREAS, the parties desire to amend the Agreement by expanding the Funds listed in Attachment A by adding the High-Income Bond Fund and the New World Fund; WHEREAS, the parties desire to amend the Agreement by adding a new Paragraph 14 relating to "Listed Transactions"; NOW THEREFORE, in consideration of the foregoing and of the mutual covenants and conditions set forth herein and for other good and valuable consideration, each of the parties amends the Agreement as follow: 1. Attachment A of the Agreement is hereby deleted in its entirety and replaced with Attachment A attached hereto. 2. The new Paragraph 14 is added in its entirety as follows: "14. The Series and CRMC will use reasonable best efforts to prevent any Fund of the Series from engaging, directly or indirectly, in a "listed transaction" as defined in Treas. Regs. Section 1.6011-4(b)(2) or successor provision (a "Listed Transaction"). If the Series or CRMC reasonably determines that a Fund of the Series has engaged in a Listed Transaction, it will (i) provide MetLife with prompt notice thereof, and (ii) upon MetLife's request, will provide all information relating to such Listed Transaction which MetLife would need in order to comply with its disclosure obligations under applicable state and Federal rules. In addition, the Series or CRMC will promptly notify MetLife of any required filings by the Fund of IRS Form 8886, (Reportable Transaction Disclosure Statement), or any successor form." The previously existing Paragraph 14 shall now be numbered Paragraph 15 and the numbering of each subsequent Paragraph of the Agreement shall change accordingly. Except as expressly supplemented, amended or consented to hereby, all of the representations and conditions of the Agreement will remain unamended and will continue to be in full force and effect. IN WITNESS WHEREOF, each of the parties hereto have caused this Amendment No. 3 to be executed in their names and on their behalf by and through their duly authorized officers signing below. METROPOLITAN LIFE INSURANCE COMPANY (on behalf of the Accounts and itself) By: /s/ Kathleen Muliski --------------------------------------- Its: Vice President & Actuary AMERICAN FUNDS INSURANCE SERIES By: --------------------------------------- Its: CAPITAL RESEARCH AND MANAGEMENT COMPANY By: --------------------------------------- Its: IN WITNESS WHEREOF, each of the parties hereto have caused this Amendment No. 3 to be executed in their names and on their behalf by and through their duly authorized officers signing below. METROPOLITAN LIFE INSURANCE COMPANY (on behalf of the Accounts and itself) By: --------------------------------------- Its: AMERICAN FUNDS INSURANCE SERIES By: /s/ MICHAEL J. DOWNER --------------------------------------- MICHAEL J. DOWNER Its: Executive Vice President and Principal Executive Officer CAPITAL RESEARCH AND MANAGEMENT COMPANY By: /s/ MICHAEL J. DOWNER --------------------------------------- MICHAEL J. DOWNER Its: Senior Vice President and Secretary Approved for Signature WRB by CRMC Legal Dept. ATTACHMENT A American Funds Insurance Series: ________________________________ . Global Small Capitalization Fund . Growth Fund . Growth-Income Fund . Bond Fund . Global Growth Fund . International Fund . U.S. Government/AAA Rated Securities Fund . High-Income Bond Fund . New World Fund