EX-99.8(II) 2 d299485dex998ii.txt AMENDMENT TO PARTICIPATION AGREEMENT FIDELITY AMENDMENT TO ------------ PARTICIPATION AGREEMENT ----------------------- BETWEEN FIDELITY DISTRIBUTORS CORPORATION --------------------------------- AND METROPOLITAN LIFE INSURANCE COMPANY ----------------------------------- This Amendment, entered into as of June 1, 2015, amends the Participation Agreement ("Agreement") dated as of November 25, 2002 between Metropolitan Life Insurance Company ("Company") and Fidelity Distributors Corporation ("Underwriter"). WHEREAS, Company and Underwriter desire to amend the Agreement in order to add additional provisions to the Agreement; NOW THEREFORE, the undersigned parties hereby agree as follows: 1. The following new Section 10.10 is hereby added after Section 10.9 to the Agreement: "10.10 In the event of a conflict between the terms of this Agreement and the prospectus for any Fund set forth on Schedule A hereto (as amended from time to time), the terms of the prospectus for the applicable Fund shall govern." 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 specified below. FIDELITY DISTRIBUTORS CORPORATION METROPOLITAN LIFE INSURANCE COMPANY By: /s/ Robert Bachman By: /s/ Gregory E. Illson -------------------------------- -------------------------------- Name: Robert Bachman Name: Gregory E. Illson Title: EVP Title: Vice President Date: 04/29/16 Date: March 30, 2016