Exhibit (h)(xi)
ASSIGNMENT OF AND AMENDMENT #1 TO PARTICIPATION AGREEMENT BETWEEN
JANUS ASPEN SERIES
and
SECURITY EQUITY LIFE INSURANCE COMPANY
WHEREAS, SECURITY EQUITY LIFE INSURANCE COMPANY (the "Company") and
JANUS ASPEN SERIES (the "Trust") have previously entered into a Participation
Agreement effective March 31, 1997, as amended on May 7, 1998 and August 20,
1998 (the "Agreement"); and
WHEREAS, the Company has agreed to merge with and into Metropolitan
Life Insurance Company, a New York corporation with its principal place of
business at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ("MetLife"); and
WHEREAS, by operation of law as a result of the merger, MetLife will
assume ownership of the assets in the Company's segregated asset accounts,
identified in Schedule A to the Agreement (the "Accounts"), and will assume all
of the Company's liabilities and obligations under the variable life insurance
policies and variable annuity contracts issued by the Company and the Accounts;
and
WHEREAS, the Company desires to assign, and MetLife desires to assume,
all of the Company's interests, rights and obligations under the Agreement; and
WHEREAS, Section 8.9 of the Agreement provides generally that the
Agreement may not be assigned without the prior written consent of the Company
and the Trust; and
WHEREAS, the parties wish to amend and restate Schedule A of the
Agreement;
NOW, THEREFORE, the parties hereto agree to the following:
1. The Company and the Trust consent to the assignment to MetLife of
all of the Company's interests, rights and obligations under the Agreement,
effective as of the date the Company merges with and into MetLife.
2. MetLife agrees to assume all of the Company's interests, rights and
obligations under the Agreement, effective as of the date the Company merges
with and into MetLife.
3. The Agreement is amended so that each reference to "Security Equity
Life Insurance Company" or "the Company" is now a reference to MetLife.
4. Schedules A is amended in its entirety, as attached hereto and
incorporated herein.
5. Except as specifically set forth herein, all other provisions of the
Agreement shall remain in full force and effect.
IN WITNESS WHEREOF we have set our hands as of the ______ day of
_________, 2003.
SECURITY EQUITY LIFE INSURANCE COMPANY METROPOLITAN LIFE INSURANCE COMPANY
By: __________________________________ By: _________________________________
Name: ________________________________ Name: _______________________________
Title: _______________________________ Title: ______________________________
JANUS ASPEN SERIES
By: __________________________________
Name: ________________________________
Title: _______________________________
Schedule A
Separate Account and Associated Contracts
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NAME OF SEPARATE ACCOUNT AND THE DATE CONTRACTS FUNDED BY SEPARATE
ESTABLISHED BY BOARD OF DIRECTORS ACCOUNT
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Separate Account 13; December 30, 1994 LCL2
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Separate Account 35; April 1, 1997 LCL1
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Separate Account 36; April 1, 1997 LCL1
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Separate Account 37; April 1, 1997 LCL1
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Separate Account 52; November 18, 1998 LCL1
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