Form of Guaranteed Lifetime Withdrawal Benefit Rider Supplement (SLPP)

BRIGHTHOUSE LIFE INSURANCE COMPANY

Brighthouse Shield® Level Pay Plus Annuity (the “Contract”)

Guaranteed Lifetime Withdrawal Benefit Rider

Supplement dated [ ]
To

Prospectus dated [ ]

Effective for applications signed on or after [ ] to the Prospectus dated [ ]

This Guaranteed Lifetime Withdrawal Benefit Rider Supplement (this “GLWB Supplement”) applies to the annuity contract noted above and should be read in its entirety and kept together with your prospectus for future reference. If you would like another copy of the prospectus, please call us at 1-888-243-1932. Unless specifically defined in this GLWB Supplement, the terms used in this GLWB Supplement have the same meaning as in your Contract’s prospectus.

We offer two variations of the Guaranteed Lifetime Withdrawal Benefit Rider (the “GLWB rider”): Market Growth and Market Growth with Rollup. This GLWB Supplement discloses values for certain terms (the “GLWB Terms”) that an investor needs to understand with respect to the GLWB Rider. Please note that these particular disclosed values will not change for the life of your Contract. This GLWB Supplement replaces and supersedes any previously published GLWB Supplement and must be used with an effective prospectus for the Contract.

The GLWB Terms are as follows:

•	Rollup Rate - On each Contract Anniversary during the first 10 Contract Years, if no withdrawals occurred in the previous Contract Year, the GLWB Base will be increased by an amount equal to the Rollup rate multiplied by the Net Purchase Payment Amount before such increase.
•	Earliest Annual Benefit Commencement Date - The earliest specified date we will permit for your Annual Benefit Commencement Date.
•	Lifetime Withdrawal Age - The age you must attain before you may begin receiving Annual Benefit Payment withdrawals.
•	Withdrawal Rate - If the Account Value is greater than zero, your Annual Benefit Payment is calculated as a percentage of your GLWB Base, by multiplying your GLWB Base by the Withdrawal Rate.
•	Lifetime Guarantee Rate - if the Account Value is reduced to zero, the Annual Benefit Payment is calculated by multiplying your GLWB Base by the Lifetime Guarantee Rate.
•	Rider Fee Rate - a percentage applied to the GLWB Base to determine the Rider Charge.
•	Allocation Options available after the Annual Benefit Commencement Date – The allocation options available after the Annual Benefit Commencement Date that you may transfer your Investment Amount to at the end of a Term.

SUPP-SLPP-0822

The GLWB Terms are effective beginning on the date of the GLWB Supplement disclosed above. Once a GLWB Supplement is effective, it will remain in effect until it is superseded at any time when we publish a new GLWB Supplement. This GLWB Supplement has no specified end date. If we change one or more of the GLWB Terms, we will publish a new GLWB Supplement that will supersede this GLWB Supplement. We will publish any changes to the GLWB Terms at least seven calendar days before they take effect on our website and on EDGAR at www.sec.gov pursuant to Rule 424(b)(2) under the Securities Act of 1933, as a 424B2 form type filing (File Number 333-262390).

This GLWB Supplement is effective for new investors only. To confirm the most current GLWB Terms applicable to new investors, the GLWB Supplement is available by contacting the Annuity Service Office at 1-888-243-1932 or online at https://www.brighthousefinancial.com/products/annuities/shield-level-pay-plus-annuities/.

The GLWB Terms below apply for applications signed* on or after [ ] until a new GLWB Supplement is published with updated GLWB Terms.

*Please Note: Obligations owed under the GLWB rider are subject to the Company’s financial strength and claims-paying ability. The period during which the Rider Charge is assessed begins upon Issue Date. However, the benefits under the GLWB rider do not begin until you have attained the Lifetime Withdrawal Age and reached the Earliest Annual Benefit Commencement Date. In addition, in order for you to receive the GLWB Terms reflected in this GLWB Supplement, the application for your Contract must be signed on or after the date set forth above and before new GLWB Terms are established through a new GLWB Supplement. From the date you sign your application, we must also receive that paperwork in Good Order within 14 calendar days of the date the application was signed. If these conditions are not met, and one or more of the GLWB Terms have changed to your disadvantage, your application will be considered not in Good Order. We will require acknowledgement that you wish to proceed with the purchase of the Contract based on the then current GLWB Terms which are less advantageous than the GLWB Terms that were presented to you on the date you signed your application. Please be advised that the most current GLWB Terms are available by contacting the Annuity Service Office at 1-888-243-1932 or online at https://www.brighthousefinancial.com/products/annuities/shield-level-pay-plus-annuities/. Under certain circumstances we may, in a nondiscriminatory manner (i.e., that treats all investors under similar circumstances in the same manner), waive these conditions or extend these time periods.

GLWB Terms Applicable to Market Growth and Market Growth with Rollup

Earliest Annual Benefit Commencement Date	[ ]
Lifetime Withdrawal Age	[ ]
Rider Fee Rate (percentage)	[ ]%

Allocation Options Available After the Annual Benefit Commencement Date

The following options are available after the Annual Benefit Commencement Date:

[FIXED ACCOUNT (subject to state availability) Fixed Interest Term: [1] Year]
[SHIELD OPTIONS
TERM	INDEX
[SHIELD 25] (up to 25% downside protection)
[1] Year	[S&P 500^® Index] [Russell 2000^® Index] [MSCI EAFE Index]
[6] Year	[S&P 500^® Index] [Russell 2000^® Index] [MSCI EAFE Index]
[SHIELD 15] (up to 15% downside protection)
[1] Year	[S&P 500^® Index] [Russell 2000^® Index] [MSCI EAFE Index]
[3] Year	[S&P 500^® Index] [Russell 2000^® Index] [MSCI EAFE Index]
[6] Year	[S&P 500^® Index] [Russell 2000^® Index] [MSCI EAFE Index]
[SHIELD 10] (up to 10% downside protection)
[1] Year	[S&P 500^® Index] [S&P 500^® Index Step Rate] [Russell 2000^® Index] [Russell 2000^® Index Step Rate] [MSCI EAFE Index] [MSCI EAFE Index Step Rate]
[3] Year	[S&P 500^® Index] [Russell 2000^® Index] [MSCI EAFE Index]
[6] Year	[S&P 500^® Index] [Russell 2000^® Index] [MSCI EAFE Index] ]

GLWB Terms Applicable to Market Growth Only

Age at Annual Benefit Commencement Date	Contract Year	Withdrawal Rates Account Value is greater than $0		Lifetime Guarantee Rates Account Value is $0
Age at Annual Benefit Commencement Date	Contract Year	Single Life	Joint Life	Single Life	Joint Life
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GLWB Terms Applicable to Market Growth with Rollup Only

Rollup Rate (for Market Growth with Rollup only)

[ ]%

Age at Annual Benefit Commencement Date	Contract Year	Withdrawal Rates Account Value is greater than $0		Lifetime Guarantee Rates Account Value is $0
Age at Annual Benefit Commencement Date	Contract Year	Single Life	Joint Life	Single Life	Joint Life
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