AMENDMENT TO PARTICIPATION AGREEMENT
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This AMENDMENT TO PARTICIPATION AGREEMENT (the "Amendment") is made and
entered into as of the 30th day of April, 2007, by and among FIRST METLEFE
INVESTORS INSURANCE COMPANY (the "Company"), a Delaware company, on its own
behalf and on behalf of each separate account of the Company set forth on
Schedule A hereto as may be amended from time to time (each such account
referred to as an "Account"), THE UNIVERSAL INSTITUTIONAL FUNDS, INC. (the
"Fund"), a Maryland corporation, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ DISTRIBUTION, INC. (the
"Underwriter"), a Delaware corporation, and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ INVESTMENT
MANAGEMENT INC. (the "Adviser"), a Delaware corporation.
WHEREAS, the Company, the Fund, the Underwriter and the Adviser have
entered into a Participation Agreement dated as of November 1, 2005, as such
agreement may be amended from time to time (the "Participation Agreement"); and
WHEREAS, the Company, the Fund, the Underwriter, and the Adviser wish to
amend the Participation Agreement in certain respects.
NOW, THEREFORE, in consideration of their mutual promises, and other good
and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the Company, the Fund, the Underwriter, and the Adviser agree to
amend the Participation Agreement as follows:
1. Schedule A of the Participation Agreement is unchanged but restated
in its entirety in the attached Schedule A.
2. Schedule B of the Participation Agreement is deleted and replaced in
its entirety with the attached Schedule B.
3. Except as provided herein, the Participation Agreement shall remain
in full force and effect. This Amendment and the Participation Agreement, as
amended, constitute the entire agreement between the parties hereto pertaining
to the subject matter hereof and fully supersede any and all prior agreements
or understandings between the parties hereto pertaining to the subject matter
hereof. In the event of any conflict between the terms of this Amendment and
the Participation Agreement, the terms of this Amendment shall control.
4. This Amendment may be amended only by written instrument executed by
each party hereto.
5. This Amendment shall be effective as of the date written above.
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 as of the date specified above.
FIRST METLIFE INVESTORS INSURANCE COMPANY
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President
THE UNIVERSAL INSTITUTIONAL FUNDS, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: President
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ DISTRIBUTION, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: President
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ INVESTMENT MANAGEMENT INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Managing Director
U:\▇▇▇▇▇▇▇▇\First MetLife Investors - UIF PA Amendment v1 (effective 5-1-07).DOC
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SCHEDULE A
SEPARATE ACCOUNTS AND ASSOCIATED CONTRACTS
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NAME OF SEPARATE ACCOUNT AND FORM NUMBER AND NAME OF
DATE ESTABLISHED BY BOARD OF DIRECTORS CONTRACT FUNDED BY SEPARATE ACCOUNT
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REGISTERED ACCOUNT(S): REGISTERED CONTRACT(S):
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First MetLife Investors Variable 12/31/93 Form 6010
Annuity Account One
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SCHEDULE B
PORTFOLIOS OF THE UNIVERSAL INSTITUTIONAL FUNDS, INC.
AVAILABLE UNDER THIS AGREEMENT
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CLASS I SHARES
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U.S. Real Estate Securities Portfolio-Class I Shares
CLASS II SHARES
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Equity and Income Portfolio-Class II Shares
U.S. Mid Cap Value Portfolio-Class II Shares