<PAGE>
AMENDMENT NO. 1
Amendment to the Participation Agreement among Metropolitan Life Insurance
Company (the "Company"), Variable Insurance Products Fund (the "Fund") and
Fidelity Distributors Corporation (the "Underwriter") dated July 2, 1991 (the
"Agreement").
WHEREAS, each of the parties is desirous of expanding the ability of
Company to participate in the qualified markets, the Company, the Underwriter
and the Fund hereby agree to amend the Agreement by deleting from Section 1.4
the reference to Section 2.12 and by deleting Section 2.12 in its entirety.
In witness whereof, each of the parties has caused this Amendment to be
executed in its name and on its behalf by its duly authorized representative as
of November 1, 1991.
METROPOLITAN LIFE INSURANCE COMPANY FIDELITY DISTRIBUTORS CORPORATION
By: /s/ George E. Strother By: /s/ Kurt A. Lange
----------------------- ---------------------------
Name: George E. Strother Name: Kurt A. Lange
----------------------- ---------------------------
Title: AVP Title: PRESIDENT
----------------------- ---------------------------
VARIABLE INSURANCE PRODUCTS FUND
By: /s/ J. Gary Burkhead
-----------------------
Name: J. Gary Burkhead
-----------------------
Title: Senior VP
-----------------------
<PAGE>
AMENDMENT NO. 2 TO PARTICIPATION AGREEMENT AMONG
VARIABLE INSURANCE PRODUCTS FUND
FIDELITY DISTRIBUTORS CORPORATION
and
METROPOLITAN LIFE INSURANCE COMPANY
WHEREAS, METROPOLITAN LIFE INSURANCE COMPANY (the "Company"), VARIABLE
INSURANCE PRODUCTS FUND (the "Fund") and FIDELITY DISTRIBUTORS CORPORATION
have previously entered into a Participation Agreement (the "Agreement")
containing certain arrangements concerning prospectus costs; and
WHEREAS, the Trustees of the Fund have approved certain changes to the
expense structure of the Fund; and
NOW, THEREFORE, the parties do hereby agree to amend the Agreement by
substituting the following arrangement in place of any inconsistent language in
the Participation Agreement, wherever found:
1.The Fund will provide to the Company each year, at the Fund's cost, such
number of prospectuses and Statements of Additional Information as are actually
distributed to the Company's then-existing variable life and/or variable annuity
contract owners.
2.If the Company takes camera-ready film or computer diskettes containing
the Fund's prospectus and/or Statement of Additional Information in lieu of
receiving hard copies of these documents, the Fund will reimburse the Company in
an amount computed as follows. The number of prospectuses and Statements of
Additional Information actually distributed to existing contract owners by the
Company will be multiplied by the Fund's actual per-unit cost of printing the
documents.
3.The Company agrees to provide the Fund or its designee with such
information as may be reasonably requested by the Fund in order to verify that
the prospectuses and Statements of Additional Information provided to the
Company, or the reimbursement made to the Company, are or have been used only
for the purposes set forth hereinabove.
IN WITNESS WHEREOF we have set our hand as of the 15th day of December,
1994.
METROPOLITAN LIFE INSURANCE COMPANY
By: /s/ Michael R. Irvine
------------------------
Name: Michael R. Irvine
------------------------
Title: VICE-PRESIDENT
------------------------
VARIABLE INSURANCE PRODUCTS FUND FIDELITY DISTRIBUTORS CORPORATION
By: /s/ J. Gary Burkhead By: /s/ Kurt A. Lange
------------------------ ---------------------------------
Name: J. Gary Burkhead Name: Kurt A. Lange
------------------------ ---------------------------------
Title: Senior Vice President Title: President
------------------------ ---------------------------------
<PAGE>
AMENDMENT NO. 1
Amendment to the Participation Agreement among Metropolitan Life Insurance
Company (the "Company"), Variable Insurance Products Fund II (the "Fund") and
Fidelity Distributors Corporation (the "Underwriter") dated July 2, 1991 (the
Agreement").
WHEREAS, each of the parties is desirous of expanding the ability of
Company to participate in the qualified markets, the Company, the Underwriter
and the Fund hereby agree to amend the Agreement by deleting from Section 1.4
the reference to Section 2.12 and by deleting Section 2.12 in its entirety.
In witness whereof, each of the parties has caused this Amendment to be
executed in its name and on its behalf by its duly authorized representative as
of November 1, 1991.
METROPOLITAN LIFE INSURANCE COMPANY FIDELITY DISTRIBUTORS CORPORATION
By: /s/ George E. Strother By: /s/ Kurt A. Lange
----------------------- ---------------------------
Name: George E. Strother Name: KURT A. LANGE
----------------------- ---------------------------
Title: AVP Title: PRESIDENT
----------------------- ---------------------------
VARIABLE INSURANCE PRODUCTS FUND II
By: /s/ J. Gary Burkhead
-----------------------
Name: J. GARY BURKHEAD
-----------------------
Title: Senior VP
-----------------------
<PAGE>
AMENDMENT NO. 2 TO PARTICIPATION AGREEMENT AMONG
VARIABLE INSURANCE PRODUCTS FUND II
FIDELITY DISTRIBUTORS CORPORATION
and
METROPOLITAN LIFE INSURANCE COMPANY
WHEREAS, METROPOLITAN LIFE INSURANCE COMPANY (the "Company"), VARIABLE
INSURANCE PRODUCTS FUND II (the "Fund') and FIDELITY DISTRIBUTORS CORPORATION
have previously entered into a Participation Agreement (the "Agreement")
containing certain arrangements concerning prospectus costs: and
WHEREAS, the Trustees of the Fund have approved certain changes to the
expense structure of the Fund; and
NOW, THEREFORE, the parties do hereby agree to amend the Agreement by
substituting the following arrangement in place of any inconsistent language in
the Participation Agreement, wherever found:
1.The Fund will provide to the Company each year, at the Fund's cost, such
number of prospectuses and Statements of Additional Information as are actually
distributed to the Company's then-existing variable life and/or variable annuity
contract owners.
2.If the Company takes camera-ready film or computer diskettes containing
the Fund's prospectus and/or Statement of Additional Information in lieu of
receiving hard copies of these documents, the Fund will reimburse the Company in
an amount computed as follows. The number of prospectuses and Statements of
Additional Information actually distributed to existing contract owners by the
Company will be multiplied by the Fund's actual per-unit cost of printing the
documents.
3.The Company agrees to provide the Fund or its designee with such
information as may be reasonably requested by the Fund in order to verify that
the prospectuses and Statements of Additional Information provided to the
Company, or the reimbursement made to the Company, are or have been used only
for the purposes set forth hereinabove.
IN WITNESS WHEREOF we have set our hand as of the 15th day of December,
1994.
METROPOLITAN LIFE INSURANCE COMPANY
By: /s/ Michael R. Irvine
------------------------
Name: MICHAEL R. IRVINE
------------------------
Title: VICE-PRESIDENT
------------------------
VARIABLE INSURANCE PRODUCTS FUND II FIDELITY DISTRIBUTORS CORPORATION
By: /s/ J. Gary Burkhead By: /s/ Kurt A. Lange
------------------------ ---------------------------------
Name: J. Gary Burkhead Name: Kurt A. Lange
------------------------ ---------------------------------
Title: Senior Vice President Title: President
------------------------ ---------------------------------
<PAGE>
Amendment No. 3 to Participation Agreement
Metropolitan Life Insurance Company, Variable Insurance Products Fund and
Fidelity Distributors Corporation, hereby amend their Participation Agreement
("Agreement"), dated July 2, 1991 by doing all of the following:
I. Revising the recitals to indicate, wherever appropriate, that
WHEREAS, the variable life insurance and/or variable annuity products
identified on Schedule A hereto ("Contracts") have been or will be
registered by the Company under the Securities Act of 1933, unless such
Contracts are exempt from registration thereunder; and
WHEREAS, the Company has registered or will register the Separate
Accounts identified on Schedule A as unit investment trusts under the
1940 Act, unless such Accounts are exempt from registration thereunder.
II. Replacing section 1.6 in its entirety with the following:
1.6. The Company agrees that purchases and redemptions of Portfolio
shares offered by the then current prospectus of the Fund shall be made
in accordance with the provisions of such prospectus.
III. Replacing section 2.1 in its entirety with the following:
2.1. The Company represents and warrants that the Contracts are or will
be registered under the 1933 Act or are exempt from registration
thereunder; that the Contracts will be issued and sold in compliance in
all material respects with all applicable Federal and State laws and
that the sale of the Contracts shall comply in all material respects
with state insurance suitability requirements. The Company further
represents and warrants that it is an insurance company duly organized
and in good standing under applicable law and that it has legally and
validly established each Account prior to any issuance or sale thereof
as a segregated asset account under the New York Insurance Law and,
unless exempt from registration thereunder, has registered or, prior to
any issuance or sale of the Contracts, will register each Account as a
unit investment trust in accordance with the provisions of the 1940 Act
to serve as a segregated investment account for the Contracts.
IV. Replacing section 2.5 in its entirety with the following:
2.5. (a) With respect to Initial Class shares, the Fund
currently does not intend to make any payments to finance distribution
expenses
<PAGE>
pursuant to Rule 12b-1 under the 1940 Act or otherwise, although it
may make such payments in the future. The Fund has adopted a "no fee"
or "defensive" Rule 12b-1 Plan under which it makes no payments for
distribution expenses. To the extent that it decides to finance
distribution expenses pursuant to Rule 12b-1, the Fund undertakes to
have a board of trustees, a majority of whom are not interested
persons of the Fund, formulate and approve any plan under Rule 12b-1
to finance distribution expenses.
(b) With respect to Service Class shares and Service
Class 2 shares, the Fund has adopted Rule 12b-1 Plans under which it
makes payments to finance distribution expenses. The Fund represents
and warrants that it has a board of trustees, a majority of whom are
not interested persons of the Fund, which has formulated and approved
each of its Rule 12b-1 Plans to finance distribution expenses of the
Fund and that any changes to the Fund's Rule 12b-1 Plans will be
approved by a similarly constituted board of trustees.
V. Adding the following sentence to the beginning of section 3.1:
Wherever the term "prospectus" is used in this Agreement in relation to
the Contracts or the Accounts, the term shall be deemed to include each
prospectus, registration statement, private offering memorandum or
other disclosure document for the Contract or the Account.
VI. Replacing section 4.6 in its entirety with the following:
4.6. The Company will provide to the Fund at least one complete copy of
all prospectuses, Statements of Additional Information, reports,
solicitations for voting instructions, sales literature and other
promotional materials, applications for exemptions, requests for no
action letters, and all amendments to any of the above, that relate to
the Contracts or each Account, contemporaneously with the filing of
such document with the SEC or other regulatory authorities or, if a
Contract and its associated Account are exempt from registration, at
the time such documents are first published.
VII. Replacing section 5.3 in its entirety with the following:
5.3. The Company shall bear the expenses of distributing the Fund's
prospectus and reports to owners of Contracts issued by the Company.
The Fund shall bear the costs of soliciting Fund proxies from Contract
owners, including the costs of mailing proxy materials and tabulating
proxy voting instructions, not to exceed the costs charged by any
service
<PAGE>
provider engaged by the Fund for this purpose. The Fund and the
Underwriter shall not be responsible for the costs of any proxy
solicitations other than proxies sponsored by the Fund.
VIII. Replacing Schedules A and B with the Revised Schedules A and B,
attached.
IX. Amending Schedule C by deleting the words "at its expense" from the
second sentence of paragraph 4.
IN WITNESS WHEREOF, each party has caused this Amendment to be executed in its
name and on its behalf by its duly authorized representative as of September 5,
2000.
METROPOLITAN LIFE INSURANCE COMPANY VARIABLE INSURANCE PRODUCTS FUND II
By: /s/ Michael Rogalski By: /s/ Robert C. Pozen
------------------------ ------------------------
Name: Michael Rogalski Name: Robert C. Pozen
------------------------ ------------------------
Title: VP and Actuary Title: Senior Vice President
FIDELITY DISTRIBUTORS CORPORATION
By: /s/ Kevin J. Kelly
------------------------
Name: Kevin J. Kelly
------------------------
Title: Vice President
<PAGE>
SCHEDULE A
Company Accounts
<TABLE>
<CAPTION>
------------------------------------------------------- -----------------------------------------------------
Name of Account Date of Resolution of Company's Board which
Established the Account
<S> <C>
------------------------------------------------------- -----------------------------------------------------
Metropolitan Life 9/27/83
Separate Account E
------------------------------------------------------- -----------------------------------------------------
Metropolitan Life 9/27/83
Separate Account F
------------------------------------------------------- -----------------------------------------------------
12/13/88
Separate Account UL
------------------------------------------------------- -----------------------------------------------------
Metropolitan Life [PENDING APPROVAL]
Separate Account L
------------------------------------------------------- -----------------------------------------------------
</TABLE>
<PAGE>
SCHEDULE B
Company Contracts
1. Contract Form G.2952A and certificate forms G.4361, G.4362, and G. 4363,
and other contracts and certificate forms developed for sale to colleges
and universities and other tax-deferred employee benefit plans and
affiliates of such plans.
2. Contracts developed for Section 451 deferred fee arrangements, Section
457(f) deferred compensation plans and Section 457(e)(11) severance and
death benefit plans.
3. Metropolitan Life PPVL contract forms:
G.2328
G.2331
G.2331(99)
G.2331-NJ-PAR (no longer issued)
G.2331-NJ-NP
G.2333
G.2334
G.2335
4. MetFlex (SM) Contract Form: 7FV-93
<PAGE>
Amendment No. 3 to Participation Agreement
Metropolitan Life Insurance Company, Variable Insurance Products Fund II and
Fidelity Distributors Corporation, hereby amend their Participation Agreement
("Agreement"), dated July 2, 1991 by doing all of the following:
I. Revising the recitals to indicate, wherever appropriate, that
WHEREAS, the variable life insurance and/or variable annuity products
identified on Schedule A hereto ("Contracts") have been or will be
registered by the Company under the Securities Act of 1933, unless such
Contracts are exempt from registration thereunder; and
WHEREAS, the Company has registered or will register the Separate
Accounts identified on Schedule A as unit investment trusts under the
1940 Act, unless such Accounts are exempt from registration thereunder.
II. Replacing section 1.6 in its entirety with the following:
1.6. The Company agrees that purchases and redemptions of Portfolio
shares offered by the then current prospectus of the Fund shall be made
in accordance with the provisions of such prospectus.
III. Replacing section 2.1 in its entirety with the following:
2.1. The Company represents and warrants that the Contracts are or will
be registered under the 1933 Act or are exempt from registration
thereunder; that the Contracts will be issued and sold in compliance in
all material respects with all applicable Federal and State laws and
that the sale of the Contracts shall comply in all material respects
with state insurance suitability requirements. The Company further
represents and warrants that it is an insurance company duly organized
and in good standing under applicable law and that it has legally and
validly established each Account prior to any issuance or sale thereof
as a segregated asset account under the New York Insurance Law and,
unless exempt from registration thereunder, has registered or, prior to
any issuance or sale of the Contracts, will register each Account as a
unit investment trust in accordance with the provisions of the 1940 Act
to serve as a segregated investment account for the Contracts.
IV. Replacing section 2.5 in its entirety with the following:
2.5. (a) With respect to Initial Class shares, the Fund
currently does not intend to make any payments to finance distribution
expenses
<PAGE>
pursuant to Rule 12b-1 under the 1940 Act or otherwise, although it
may make such payments in the future. The Fund has adopted a "no fee"
or "defensive" Rule 12b-1 Plan under which it makes no payments for
distribution expenses. To the extent that it decides to finance
distribution expenses pursuant to Rule 12b-1, the Fund undertakes to
have a board of trustees, a majority of whom are not interested
persons of the Fund, formulate and approve any plan under Rule 12b-1
to finance distribution expenses.
(b) With respect to Service Class shares and Service
Class 2 shares, the Fund has adopted Rule 12b-1 Plans under which it
makes payments to finance distribution expenses. The Fund represents
and warrants that it has a board of trustees, a majority of whom are
not interested persons of the Fund, which has formulated and approved
each of its Rule 12b-1 Plans to finance distribution expenses of the
Fund and that any changes to the Fund's Rule 12b-1 Plans will be
approved by a similarly constituted board of trustees.
V. Adding the following sentence to the beginning of section 3.1:
Wherever the term "prospectus" is used in this Agreement in relation to
the Contracts or the Accounts, the term shall be deemed to include each
prospectus, registration statement, private offering memorandum or
other disclosure document for the Contract or the Account.
VI. Replacing section 4.6 in its entirety with the following:
4.6. The Company will provide to the Fund at least one complete copy of
all prospectuses, Statements of Additional Information, reports,
solicitations for voting instructions, sales literature and other
promotional materials, applications for exemptions, requests for no
action letters, and all amendments to any of the above, that relate to
the Contracts or each Account, contemporaneously with the filing of
such document with the SEC or other regulatory authorities or, if a
Contract and its associated Account are exempt from registration, at
the time such documents are first published.
VII. Replacing section 5.3 in its entirety with the following:
5.3. The Company shall bear the expenses of distributing the Fund's
prospectus and reports to owners of Contracts issued by the Company.
The Fund shall bear the costs of soliciting Fund proxies from Contract
owners, including the costs of mailing proxy materials and tabulating
proxy voting instructions, not to exceed the costs charged by any
service
<PAGE>
provider engaged by the Fund for this purpose. The Fund and the
Underwriter shall not be responsible for the costs of any proxy
solicitations other than proxies sponsored by the Fund.
VIII. Replacing Schedules A and B with the Revised Schedules A and B,
attached.
IX. Amending Schedule C by deleting the words "at its expense" from the
second sentence of paragraph 4.
IN WITNESS WHEREOF, each party has caused this Amendment to be executed in its
name and on its behalf by its duly authorized representative as of September 5,
2000.
METROPOLITAN LIFE INSURANCE COMPANY VARIABLE INSURANCE PRODUCTS FUND II
By: /s/ Michael Rogalski By: /s/ Robert C. Pozen
------------------------ ------------------------
Name: Michael Rogalski Name: Robert C. Pozen
------------------------ ------------------------
Title: VP and Actuary Title: Senior Vice President
FIDELITY DISTRIBUTORS CORPORATION
By: /s/ Kevin J. Kelly
------------------------
Name: Kevin J. Kelly
------------------------
Title: Vice President
<PAGE>
SCHEDULE A
Company Accounts
<TABLE>
<CAPTION>
------------------------------------------------------- -----------------------------------------------------
Name of Account Date of Resolution of Company's Board which
Established the Account
<S> <C>
------------------------------------------------------- -----------------------------------------------------
Metropolitan Life 9/27/83
Separate Account E
------------------------------------------------------- -----------------------------------------------------
Metropolitan Life 9/27/83
Separate Account F
------------------------------------------------------- -----------------------------------------------------
12/13/88
Separate Account UL
------------------------------------------------------- -----------------------------------------------------
Metropolitan Life [PENDING APPROVAL]
Separate Account L
------------------------------------------------------- -----------------------------------------------------
</TABLE>
<PAGE>
SCHEDULE B
Company Contracts
1. Contract Form G.2952A and certificate forms G.4361, G.4362, and G. 4363,
and other contracts and certificate forms developed for sale to colleges
and universities and other tax-deferred employee benefit plans and
affiliates of such plans.
2. Contracts developed for Section 451 deferred fee arrangements, Section
457(f) deferred compensation plans and Section 457(e)(11) severance and
death benefit plans.
3. Metropolitan Life PPVL contract forms:
G.2328
G.2331
G.2331(99)
G.2331-NJ-PAR (no longer issued)
G.2331-NJ-NP
G.2333
G.2334
G.2335
4. MetFlex (SM) Contract Form: 7FV-93
