Exhibit h(5)(J)(i)
ASSIGNMENT OF AND AMENDMENT #1 TO PARTICIPATION AGREEMENT AMONG
ING INVESTORS TRUST (formerly THE GCG TRUST)
DIRECTED SERVICES, INC.
and
SECURITY EQUITY LIFE INSURANCE COMPANY
WHEREAS, SECURITY EQUITY LIFE INSURANCE COMPANY (the "Company"), ING
INVESTORS TRUST, formerly THE GCG TRUST (the "Fund") and DIRECTED SERVICES, INC.
("Underwriter") have previously entered into a Participation Agreement effective
October 13, 1994 (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 13.8 of the Agreement provides generally that the
Agreement may not be assigned without the prior written consent of the Company,
the Fund and the Underwriter; and
WHEREAS, the parties wish to amend and restate Schedules A of the
Agreement.
NOW, THEREFORE, the parties hereto agree to the following:
1. The Company, the Fund and the Underwriter 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. Schedule A is amended in its entirety, as attached hereto and
incorporated herein.
IN WITNESS WHEREOF, we have set our hands as of the 31ST day of OCTOBER,
2003.
SECURITY EQUITY LIFE INSURANCE METROPOLITAN LIFE INSURANCE
COMPANY COMPANY
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
---------------------------- -----------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
---------------------------- -----------------------------------
Title: Vice President and Treasurer Title: Senior Vice President and Treasurer
---------------------------- -----------------------------------
ING INVESTORS TRUST DIRECTED SERVICES, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
---------------------------- -----------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-----------------------------------
Title: Executive Vice President Title: SVP
-----------------------------------
Schedule A
Accounts
ACCOUNT DATE ESTABLISHED CORRESPONDING PORTFOLIO
--------- ----------------------- ---------------------------------------
4 March, 1994 Emerging Markets
5 March, 1994 Limited Maturity Bond
6 March, 1994 Liquid Asset