EX-99.8(I)(D) 9 d732321dex998id.txt AMENDMENT TO PARTICIPATION AGREEMENT WITH MET INVESTORS SERIES TRUST THIRD AMENDMENT TO PARTICIPATION AGREEMENT AMONG MET INVESTORS SERIES TRUST, METLIFE ADVISERS, LLC, METLIFE INVESTORS DISTRIBUTION COMPANY AND METLIFE INSURANCE COMPANY OF CONNECTICUT This AMENDMENT (this "Amendment") is made this 20th day of October 2014 by and among MET INVESTORS SERIES TRUST, a business trust organized under the laws of the State of Delaware (the "Fund"), METLIFE INSURANCE COMPANY OF CONNECTICUT (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"), METLIFE ADVISERS, 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 May 1, 2005 (the "Agreement"); WHEREAS, following the close of business on November 14, 2014, the Company's affiliates, MetLife Investors Insurance Company and MetLife Investors USA Insurance Company ("Company's Affiliates"), will merge into the Company, and the Company will simultaneously change its name to MetLife Insurance Company USA and change its state of domicile from Connecticut to Delaware; WHEREAS, as a result of the merger, the separate accounts of the Company's Affiliates will become Accounts of the Company; WHEREAS, in light of the foregoing, the parties wish to amend the provisions of the Agreement as set forth herein; 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, and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows: 1. The name of the Company in the Agreement shall change to MetLife Insurance Company USA. 2. Section 11 of the Agreement entitled "Notices" shall be amended as follows: "If to the Fund or to the Adviser: One Financial Center, 20th Floor Boston, MA 02111 Attention: Alan C. Leland, Jr. If to the Company: MetLife One Financial Center, 20th Floor Boston, MA 02111 Attention: Law Department If to the Underwriter: MetLife Investors Distribution Company 1095 Avenue of the Americas New York, NY 10036 3. Schedule A is hereby deleted in its entirety and replaced with the Schedule A attached. 4. This Amendment shall be effective as of November 17, 2014. 5. This Amendment may be executed simultaneously in two or more counterparts, each of which taken together shall constitute one and the same instrument. 6. 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. METLIFE INSURANCE COMPANY OF CONNECTICUT By: /s/ Karen A. Johnson ---------------------------------- Name: Karen A. Johnson Its: Vice President MET INVESTORS SERIES TRUST By: /s/ Elizabeth M. Forget ---------------------------------- Name: Elizabeth M. Forget Title: President METLIFE ADVISERS, LLC By: /s/ Elizabeth M. Forget ---------------------------------- Name: Elizabeth M. Forget Title: President METLIFE INVESTORS DISTRIBUTION COMPANY By: /s/ Donald Leintz ---------------------------------- Name: Donald Leintz Title: Senior Vice President 3 SCHEDULE A ACCOUNTS AND ASSOCIATED VARIABLE INSURANCE CONTRACTS VARIABLE INSURANCE CONTRACTS NAME OF SEPARATE ACCOUNT FUNDED BY ACCOUNT ------------------------ ---------------------------- MetLife Investors USA Separate Account A Variable Annuities MetLife Investors USA Variable Life Account A Variable Life Insurance MetLife Investors Variable Annuity Account One Variable Annuities MetLife Investors Variable Life Account One Variable Life Insurance MetLife Investors Variable Life Account Eight Variable life Insurance MetLife of CT Fund UL for Variable Life Insurance Variable Life Insurance MetLife of CT Fund UL III for Variable Life Insurance Variable Life Insurance MetLife of CT Separate Account CPPVUL1 Variable Life Insurance MetLife of CT Separate Account Eleven for Variable Annuities Variable Annuities MetLife of CT Separate Account QPN for Variable Annuities Variable Annuities 4