Metlife Investors USA Separate Account A, et al. – ‘N-4’ on 11/14/14 – EX-99.3(I)(B)

On:  Friday, 11/14/14, at 6:12pm ET   ·   As of:  11/17/14   ·   Accession #:  1193125-14-413565   ·   File #s:  811-03365, 333-200250

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Registration Statement for a Separate Account (Unit Investment Trust)   —   Form N-4
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: N-4         Metlife Investors Usa Separate Account A - Marquis   691   3.85M 
                          Portfolios                                             
 2: EX-99.1(II)  Mli Usa Board Resolutions and Plan of Merger          9     32K 
 3: EX-99.1(III)  Micc Board Resolutions                               2     13K 
14: EX-99.10    Consent of Independent Registered Public               1     10K 
                          Accounting Firm (Deloitte & Touche LLP)                
15: EX-99.13    Powers of Attorney                                    15     71K 
 4: EX-99.3(I)(B)  Amendment to Distribution and Principal             2     13K 
                          Underwriter Agreement                                  
 5: EX-99.4(XXXI)  Merger Endorsement                                  1     10K 
 6: EX-99.4(XXXII)  Non-Qualified Annuity Endorsement                  2     12K 
 7: EX-99.6(I)  Copy of Certificate of Incorporation and Amendment     5     20K 
 8: EX-99.6(II)  Copy of By-Laws of the Company                       15     52K 
 9: EX-99.8(I)(D)  Amendment to Participation Agreement With Met       4     16K 
                          Investors Series Trust                                 
10: EX-99.8(III)(C)  Amendment to Participation Agreement With         5     19K 
                          American Funds Insurance Series                        
11: EX-99.8(IV)(E)  Amendment to Participation Agreement With         10     32K 
                          Franklin Templeton Variable Insurance                  
12: EX-99.8(V)(C)  Amendment to Participation Agreement Legg Mason     7     29K 
                          Partners Variable Equity Trust                         
13: EX-99.9     Opinion of Counsel                                     2     13K 

EX-99.3(I)(B)   —   Amendment to Distribution and Principal Underwriter Agreement
Exhibit Table of Contents

EX-99.3(I)(B)
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AMENDMENT 
TO
DISTRIBUTION AND PRINCIPAL UNDERWRITER AGREEMENT

--------------------------------------

This amendment ("Amendment") to the Distribution and Principal Underwriter      
Agreement ("Agreement"), dated November 24, 2009, is made on the 18th day of    
                                                      ----
August, 2014 by and between MetLife Insurance Company of Connecticut            
------                                                                          
("Insurance Company") (on behalf of itself and certain of its separate accounts 
(the "Separate Accounts")) and MetLife Investors Distribution Company           
("Principal Underwriter" and Principal Underwriter and Insurance Company are    
herein sometimes referred to individually as a "party" and collectively as the  
"parties"), whereby the parties intend for the Amendment to take effect as of   
5:30 P.M. on the 14th day of November, 2014 (the "Effective Date").             

WHEREAS, Insurance Company will be changing its name to MetLife Insurance       
Company USA and redomiciled in the State of Delaware as of the Effective Date;  

WHEREAS, Insurance Company desires to add additional Separate Accounts to       
Appendix A of the Agreement as of the Effective Date; and                       

WHEREAS, Insurance Company desires to amend the Agreement to reflect the        
foregoing changes as of the Effective Date, and Principal Underwriter does not  
object to the foregoing changes.                                                

NOW THEREFORE, in consideration of the mutual covenants and promises set forth  
herein and in the Agreement, the parties agree as follows:                      

1. The parties agree that the following amendments to the Agreement shall       
take effect as of the Effective Date:                                           

   a.   Appendix A to the Agreement shall be amended by adding the following
Separate Accounts to end of the list:                       

MetLife Investors Variable Annuity Account One              
MetLife Investors Variable Life Account One                 
MetLife Investors USA Separate Account A                    
MetLife Investors USA Variable Life Account A               

b.   All references in the Agreement to MetLife Insurance Company of  
    Connecticut shall be deleted and replaced with MetLife Insurance
Company USA.                                                

2. Miscellaneous.                                                               
-------------                                                             

a.   Capitalized terms not defined in this Amendment shall have the   
respective meanings set forth in the Agreement.             

1 

EX-99.3(I)(B)
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b.   Except as specifically amended herein, and except as necessary to
      conform to the intention of the parties hereinabove set forth, the
        Agreement shall remain unaltered and in full force and effect and is
hereby ratified and confirmed.                              

  c.   This Amendment and the Agreement as amended and supplemented hereby
       constitutes the complete understanding and agreement of the parties
      with respect to the subject matter hereof and supersedes all prior
communications with respect thereto.                        

   d.   This Amendment may be executed in two or more counter-parts, each of
      which shall be deemed an original, but all of which together shall
          constitute one and the same instrument. The facsimile signature of any
  party to this Amendment shall constitute the valid and binding
execution hereof by such party.                             

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed
by their duly authorized representatives as of the date first written above.    

MetLife Insurance Company of Connecticut  MetLife Investors Distribution Company

By: /s/ Karen A. Johnson                  By: /s/ Elizabeth M. Forget           
 ---------------------------               -------------------------------
Printed Name: Karen A. Johnson            Printed Name: Elizabeth M. Forget     
Title: Vice President                     Title: Director and President         

2 

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘N-4’ Filing		Date		First		Last			Other Filings
Filed as of:		11/17/14							N-4
Filed on:		11/14/14							485APOS,  N-4
		11/24/09		1
									List all Filings

8 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 4/11/24  Brighthouse Separate Account A    485BPOS     4/29/24    3:3.3M                                   Donnelley … Solutions/FA
 4/10/24  Brighthouse Separate Account A    485BPOS     4/29/24    9:11M                                    Donnelley … Solutions/FA
 4/14/23  Brighthouse Separate Account A    485BPOS     5/01/23    4:3.5M                                   Donnelley … Solutions/FA
 4/12/23  Brighthouse Separate Account A    485BPOS     5/01/23   12:9.2M                                   Donnelley … Solutions/FA
 4/18/22  Brighthouse Separate Account A    485BPOS     4/29/22    6:2.4M                                   Donnelley … Solutions/FA
 4/13/22  Brighthouse Separate Account A    485BPOS     4/29/22    9:2.8M                                   Donnelley … Solutions/FA
 4/15/21  Brighthouse Separate Account A    485BPOS     4/30/21    3:6.4M                                   Donnelley … Solutions/FA
 4/14/21  Brighthouse Separate Account A    485BPOS     4/30/21    4:2.7M                                   Donnelley … Solutions/FA