AMENDMENT TO
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PARTICIPATION AGREEMENT
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BETWEEN
FIDELITY DISTRIBUTORS CORPORATION
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AND
NEW ENGLAND LIFE INSURANCE COMPANY
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This Amendment, entered into as of June 1, 2015, amends the Participation
Agreement ("Agreement") dated as of March 31, 1997 between New England 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 NEW ENGLAND LIFE INSURANCE COMPANY
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: EVP Title: Senior Vice President
Date: 04/29/16 Date: March 30, 2016