485BPOS

As filed with the U.S. Securities and Exchange Commission on April 23, 2024

Registration Nos. 333-147508

811-06025

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-6

Registration Statement 

Under the Securities Act of 1933	☐
Pre-Effective Amendment No.	☐
Post-Effective Amendment No. 20	☒

Registration Statement 

Under the Investment Company Act of 1940	☐
Amendment No. 136	☒

Metropolitan Life Separate Account UL

(Exact Name of Registrant)

Metropolitan Life Insurance Company
(Name of Depositor)

200 Park Avenue
New York, NY 10166
(Address of depositor's principal executive offices)

Depositor’s Telephone Number, including Area Code: (212) 578-9500

Monica Curtis
Executive Vice President and Chief Legal Officer
Metropolitan Life Insurance Company
200 Park Avenue
New York, NY 10166
(Name and Address of Agent for Service)

Copy to:

W. Thomas Conner, Esq.
Carlton Fields
1025 Thomas Jefferson Street, NW, Suite
400 West
Washington, DC 20007-5208

Approximate Date of Proposed Public Offering: April29, 2024

It is proposed that this filing will become effective (check appropriate box) 

☐	immediately upon filing pursuant to paragraph (b)
☒	on April 29, 2024 pursuant to paragraph (b)
☐	60 days after filing pursuant to paragraph (a)(1)
☐	on (date) pursuant to paragraph (a)(1) of Rule 485

If appropriate, check the following box:
☐	this post-effective amendment designates a new effective date for a previously filed post-effective amendment

April 29, 2024

Equity Advantage VUL Flexible Premium Variable Life Insurance Policies

Issued by Metropolitan Life Separate Account UL of Metropolitan Life Insurance Company

Prospectus

This Prospectus provides you with important information about MetLife’s Equity Advantage VUL Policy ("Policy"). However, this Prospectus is not the Policy. The Policy, rather, is a separate written agreement that Metropolitan Life Insurance Company (“Metropolitan Life”, “MetLife”, “we”, “us”, “our”) issued to you. There may be differences between the description of the Policy contained in this Prospectus and the Policy issued to you due to differences in state law. Please consult your Policy for the provisions that apply in your state. The Policy is no longer available for sale.

You allocate net Premiums among the Divisions of Metropolitan Life Separate Account UL (the “Separate Account”). Each Division of the Separate Account invests in shares of one of the “Portfolios” listed in Appendix A. (Divisions may be referred to as “Investment Divisions” in your Policy.)

You may also allocate net Premiums to our Fixed Account. Special limits may apply to Fixed Account transfers and withdrawals.

Additional information about certain investment products, including variable life insurance, has been prepared by the Securities and Exchange Commission’s staff and is available at Investor.gov.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these policies or determined if this Prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

We do not guarantee how any of the Divisions or Portfolios will perform.Interests in the Separate Account, the Fixed Account and the Portfolios are not deposits or obligations of, or guaranteed or endorsed by, any financial institution and are not federally insured by the U.S. Government, any bank or other depository institution including the Federal Deposit Insurance Corporation (“FDIC”), the Federal Reserve Board or any other agency or entity or person. We do not authorize any representations about this offering other than as contained in this Prospectus or its supplements or in our authorized supplemental sales material, the Federal Reserve Board or any other government agency.

TABLE OF CONTENTS 

IMPORTANT INFORMATION YOU SHOULD CONSIDER ABOUT THE POLICY	4
OVERVIEW OF THE POLICY	6
FEE TABLES	8
PRINCIPAL RISKS	12
THE COMPANY, THE SEPARATE ACCOUNT AND THE PORTFOLIOS	17
The Company	17
The Separate Account	17
The Portfolios	18
Share Classes of the Portfolios	19
Certain Payments We Receive with Regard to the Portfolios	19
Selection of the Portfolios	20
Purchase and Redemption of Portfolio Shares by Our Separate Account	20
Voting Rights	20
Rights Reserved by MetLife	21
THE POLICIES	21
Purchasing a Policy	21
Replacing Existing Insurance	22
Policy Owner and Beneficiary	22
Exchange Right	22
PREMIUMS	23
Flexible Premiums	23
Amount Provided for Investment under the Policy	24
Allocation of Net Premiums	24
SENDING COMMUNICATIONS AND PAYMENTS TO US	24
Payment of Proceeds	25
CASH VALUE	26
DEATH BENEFITS	27
Death Proceeds Payable	28
Change in Death Benefit Option	28
Increase in Face Amount	29
Reduction in Face Amount	29
SURRENDERS AND PARTIAL WITHDRAWALS	30
Surrender	30
Partial Withdrawal	31
TRANSFERS	33
Transfer Option	33
Restrictions on Frequent Transfers	33
Restrictions on Large Transfers	36
LOANS	36
LAPSE AND REINSTATEMENT	37
Lapse	37
Reinstatement	38
ADDITIONAL BENEFITS	39
THE FIXED ACCOUNT	45
General Description	45

2

Values and Benefits	46
Policy Transactions	46
CHARGES	47
Deductions from Premiums	47
Surrender Charge	48
Partial Withdrawal Charge	49
Transfer Charge	49
Illustration of Benefits Charge	49
Monthly Deduction from Cash Value	50
Loan Interest Spread	53
Charges Against the Portfolios and the Divisions of the Separate Account	53
TAX CONSIDERATIONS	53
Introduction	53
Tax Status of the Policy	54
Tax Treatment of Policy Benefits	54
Metropolitan Life's Income Taxes	59
DISTRIBUTION OF THE POLICIES	59
LEGAL PROCEEDINGS	61
RESTRICTIONS ON FINANCIAL TRANSACTIONS	61
FINANCIAL STATEMENTS	61
GLOSSARY	62
APPENDIX A: PORTFOLIOS AVAILABLE UNDER THE POLICY	A-1
APPENDIX B: GUIDELINE PREMIUM TEST AND CASH VALUE ACCUMULATION TEST	B-1

3

IMPORTANT INFORMATION YOU SHOULD CONSIDER ABOUT THE POLICY 

	FEES AND EXPENSES			LOCATION IN PROSPECTUS
Charges for Early Withdrawal	If, during the first ten Policy years, or during the first ten Policy years following a face amount increase, you surrender or lapse your Policy, reduce the face amount, or make a partial withdrawal or make a change in death benefit option that reduces the face amount, then we will deduct a Surrender Charge from the Cash Value. The maximum surrender charge is 3.825% of specified face amount. For example, the maximum surrender charge during the first year after issue (or a specified face amount increase), assuming an initial face amount (or subsequent specified face amount increase) of $100,000, is $3,825.			“Charges -Surrender Charge, Partial Withdrawal Charge”
Transaction Charges	In addition to surrender charges, you also may be charged for other transactions (such as when you make a Premium payment, or transfer Cash Value between investment options, make a partial withdrawal or request an illustration if you have requested more than one illustration in a year).			“Charges -Deductions from Premiums, Surrender Charge, Partial Withdrawal Charge, Transfer Charge”
Ongoing Fees and Expenses (annual charges)	In addition to surrender charges and transaction charges, an investment in the Policy is subject to certain ongoing fees and expenses, including fees and expenses covering the cost of insurance under the Policy and optional benefits added by rider, and such fees and expenses are set based on characteristics of the insured (e.g., age, sex and risk classification). There is also a mortality and expense risk charge deducted. You should review the Policy specifications page of your Policy for rates applicable to your Policy.   You will also bear expenses associated with the Portfolios available under your Policy, as shown in the following table:			“Charges – Monthly Deduction from Cash Value, Charges Against the Portfolios and the Divisions of the Separate Account”
	ANNUAL FEE	MIN.	MAX.
	Investment options ( Portfolio fees and charges)	0.28%	1.06%
	RISKS			LOCATION IN PROSPECTUS
Risk of Loss	You can lose money by investing in this Policy, including loss of principal.			“Principal Risks”
Not a Short- Term Investment	The Policies are designed to provide lifetime insurance protection. They should not be used as a short-term investment or if you need ready access to cash, because you will be charged when you make Premium payments and you may also pay surrender charges when surrendering the Policy. In addition, withdrawals may be subject to ordinary income tax or tax penalties.			“Principal Risks”
Risks Associated with Investment Options	An investment in this Policy is subject to the risk of poor investment performance and can vary depending on the performance of the investment options available under the Policy (e.g., Portfolios). Each investment option (including any Fixed Account investment option) has its own unique risks. You should review the investment options before making an investment decision.			“Principal Risks”

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	RISKS	LOCATION IN PROSPECTUS
Insurance Company Risks	Investments in the Policy are subject to the risks related to Metropolitan Life, including any obligations (including under any Fixed Account investment option), guarantees, and benefits of the Policy, including any death benefit, which are subject to the claims paying ability of Metropolitan Life. If Metropolitan Life experiences financial distress, it may not be able to meet its obligations to you. More information about Metropolitan Life, including its financial strength ratings, is available upon request by calling 1-800-638-5000 or visiting: https://www.metlife.com/about-us/corporate-profile/ ratings.	“Prinicipal Risks”
Contract Lapse	Your Policy may lapse if you have not paid a sufficient amount of Premiums or if the investment experience of the Portfolios is poor, you have taken partial withdrawals, and the cash surrender value under your Policy is insufficient to cover the monthly deduction. Lapse of a Policy on which there is an outstanding loan may have adverse tax consequences. If the Policy lapses, no death benefit will be paid. A Policy may be reinstated if the conditions for reinstatement are met including the payment of required Premiums.	“Prinicipal Risks”
	RESTRICTIONS	LOCATION IN PROSPECTUS
Investments	Policy Owners may transfer Cash Value between and among the Divisions and the Fixed Account. There are limitations on transfers from the Fixed Account and limits on the minimum amount Policy Owners may transfer. Metropolitan Life also reserves the right to limit transfers to four (4) per Policy year and to impose a charge of $25 per transfer. Restrictions may apply to frequent transfers.   Metropolitan Life reserves the right to remove or substitute Portfolios as investment options that are available under the Policy.	“Transfer Charge” and “Transfers”
Optional Benefits	The Option to Purchase Additional Insurance Coverage Rider, Overloan Protection Rider, Guaranteed Survivor Income Benefit Rider and Guaranteed Minimum Death Benefit Rider were available to be elected at Policy issue only.You may not elect both the Waiver of Monthly Deduction Rider and the Waiver of Specified Premium Rider.	“Additional Benefits”
	TAXES	LOCATION IN PROSPECTUS
Tax Implications	Consult with a tax professional to determine the tax implications of an investment in and payments received under this Policy. Withdrawals may be subject to ordinary income tax, and may be subject to tax penalties. Lapse of a Policy on which there is an outstanding loan may have adverse tax consequences.	“Tax Considerations”
	CONFLICTS OF INTEREST	LOCATION IN PROSPECTUS
Investment Professional Compensation	Your investment professional may receive compensation relating to your ownership of a Policy, both in the form of commissions and continuing payments. This conflict of interest may influence your investment professional when advising you on your Policy.	“Distribution of the Policies”

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	CONFLICTS OF INTEREST	LOCATION IN PROSPECTUS
Exchanges	Some investment professionals may have a financial incentive to offer you a new policy in place of your current Policy. You should only exchange your Policy if you determine, after comparing the features, fees, and risks of both policies, that it is better for you to purchase the new policy rather than continue to own your existing Policy.	“The Policies-Replacing Existing Insurance”

OVERVIEW OF THE POLICY

Purpose of the Policy

The Policy is designed to provide lifetime insurance coverage on the insured(s) named in the Policy, as well as maximum flexibility in connection with Premium payments and death benefits. This flexibility allows you to provide for changing insurance needs within the confines of a single insurance policy. The Policy also provides tax deferred accumulation of assets as well as favorable tax treatment of insurance proceeds. The Policy may be appropriate for an investor who has a longer time horizon, is not purchasing the Policy for short-term liquidity needs and desires life insurance coverage.

Payment of Premiums

A Policy Owner has considerable flexibility concerning the amount and frequency of Premium payments. The Policy Owner elected in the application when the Policy was first purchased. The Policy Owner could have elected to pay Premiums annually, on a monthly “check-o-matic” (or payroll deduction plan if provided by the employer of the Policy Owner) quarterly or semi-annual basis. The schedule will provide for a Premium payment of a level amount determined by the Policy Owner at fixed intervals over a specified period of time. A Policy Owner need not adhere to the planned periodic Premium payment schedule. Instead, generally, a Policy Owner may make Premium payments in any amount above the $50 minimum and at any frequency up until the Policy anniversary when the insured reaches age 121. The Policy Owner may be required to make an unscheduled Premium payment in order to keep the Policy in force. The payment of a given Premium will not necessarily guarantee that your Policy will remain in force. Rather, this depends on the Policy’s cash surrender value. Insufficient Premiums may result in lapse of the Policy. Premiums may be allocated among the Divisions and the Fixed Account. If you terminate your participation in optional benefits which have allocations to specific Divisions, you will remain invested in the same Divisions until you request allocations to different Divisions. Additional information about each Portfolio including its Portfolio type, advisers and any sub-advisers as well as current expenses and certain performance information is included in Appendix A.

Features of the Policy

The Policy has a number of features designed to provide lifetime insurance coverage as well as maximum flexibility in connection with Premium payments and death benefits, including flexibility to change the type and amount of the death benefit; flexibility in paying Premiums; loan privileges; surrender privileges; and optional insurance benefits.

Death Benefit. The Policy is designed to provide insurance protection. Upon receipt of satisfactory proof of the death of the insured, we pay death proceeds to the beneficiary of the Policy. Death proceeds generally equal the death benefit on the date of the insured’s death plus any additional insurance provided by rider, less any outstanding loan and accrued loan interest.

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Choice of Death Benefit Option. You may choose among three death benefit options:

•

a level death benefit that equals the Policy’s face amount;

•

a variable death benefit that equals the Policy’s face amount plus the Policy’s Cash Value; and

•

a combination variable and level death benefit that equals the Policy’s face amount plus the Policy’s Cash Value until the insured attains age 65 and equals the Policy’s face amount thereafter.

The death benefit under any option could increase to satisfy Federal tax law requirements if the Cash Value reaches certain levels. After the first Policy year you may change your death benefit option, subject to our underwriting rules. A change in death benefit option may have tax consequences.

Investment Options. You can allocate your net Premiums and Cash Value among your choice of Divisions available in the Separate Account, each of which corresponds to and invests in a mutual fund portfolio, or “Portfolio.” The Portfolios available under the Policy include several common stock funds, including funds which invest primarily in foreign securities, as well as bond funds, balanced funds, asset allocation funds and funds that invest in exchange-traded funds. You may also allocate Premiums and Cash Value to our Fixed Account which provides guarantees of interest and principal. You may change your allocation of future Premiums at any time. Additional information about each Portfolio is provided in Appendix A.

Partial Withdrawals. You may withdraw cash surrender value from your Policy at any time after the first Policy anniversary. The minimum amount you may withdraw is $500. We reserve the right to limit partial withdrawals to no more than 90% of the Policy’s cash surrender value. We may limit the number of partial withdrawals to 12 per Policy year or impose a processing charge of $25 for each partial withdrawal. Partial withdrawals may have tax consequences.

Transfers and Automated Investment Strategies. You may transfer your Policy’s Cash Value among the Divisions or between the Divisions and the Fixed Account. The minimum amount you may transfer is $50, or if less, the total amount in the Division or the Fixed Account. We may limit the number of transfers among the Divisions and the Fixed Account to no more than four per Policy year. We may impose a processing charge of $25 for each transfer. We may also impose restrictions on frequent transfers. (See “Transfers” for additional information on such restrictions.) We offer five automated investment strategies that allow you to periodically transfer or reallocate your Cash Value among the Divisions and the Fixed Account. If You terminate your participation in optional benefits which have allocations to specific Divisions, You will remain invested in the same Divisions until You request allocations to different Divisions. (See “Automated Investment Strategies”)

Loans. You may borrow from the Cash Value of your Policy. The minimum amount you may borrow is $500. The maximum amount you may borrow is an amount equal to the Policy’s Cash Value net of the Surrender Charge, reduced by Monthly Deductions and interest charges through the next Policy anniversary, increased by interest credits through the next Policy anniversary, less any existing Policy loans. We charge you a maximum annual interest rate of 4.0% for the first ten Policy years and 3.0% thereafter. We credit interest at an annual rate of at least 3.0% on amounts we hold as collateral to support your loan. Loans may have tax consequences. (See “Loans” for additional information.)

Surrenders. You may surrender the Policy for its cash surrender value at any time. Cash surrender value equals the Cash Value reduced by any Policy loan and accrued loan interest and by any applicable Surrender Charge. A surrender may have tax consequences.

7

Supplemental Benefits and Riders. We offer a variety of riders that provide supplemental benefits under the Policy. These include the Children's Term Insurance Rider, Waiver of Monthly Deduction Rider, Waiver of Specified Premium Rider, Options to Purchase Additional Insurance Coverage Rider, Accidental Death Benefit Rider, Acceleration of Death Benefit Rider, Guaranteed Survivor Income Benefit Rider, Guaranteed Minimum Death Benefit Rider and Overloan Protection Rider. We generally deduct any monthly charges for these riders as part of the Monthly Deduction.

FEE TABLES

The following tables describe the fees and expenses that a Policy Owner will pay when buying, owning and surrendering or making withdrawals from the Policy. Please refer to your Policy’s specifications page for information about the specific fees you will pay each year based on the options that you have elected.

The first table describes the fees and expenses that you will pay at the time you buy the Policy, surrender the Policy, make withdrawals from the Policy, or transfer Cash Value among Divisions or the Fixed Account.

Transaction Fees 

Charge	When Charge is Deducted	Maximum Amount Deducted	Current Amount Deducted
Maximum Sales Charge Imposed on Premiums ("loads")	On payment of Premium	2.25% of each Premium paid	2.25% of Premiums paid up to the Target Premium per Policy year
State Premium Tax	On payment of Premium	2.0% in all Policy years	2.0% in all Policy years
Federal Premium Tax	On payment of Premium	1.25% in all Policy years	1.25% in all Policy years
Surrender Charge1
Minimum and Maximum Charge	On surrender, lapse, or face amount reduction in the first ten (10) Policy years (and, with respect to a face amount increase, in the first ten (10) Policy years after the increase)	In Policy year 1, $3.75 to $38.25 per $1,000 of base Policy face amount2	In Policy year 1, $3.75 to $38.25 per $1,000 of base Policy face amount2
Representative Insured3		$14.00 per $1,000 of base Policy face amount	$14.00 per $1,000 of base Policy face amount
Transfer Charge	On transfer of Cash Value among the Divisions and to and from the Fixed Account	$25 for each transfer	Not currently charged
Partial Withdrawal Charge	On partial withdrawal of cash value	$25 for each partial withdrawal4	Not currently charged
Illustration of Benefits Charge	Charge for each illustration in excess of one per year	$25 per illustration	Not currently charged
Acceleration of Death Benefit Rider	At time of benefit payment	One-time fee of $150	Not currently charged

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Charge	When Charge is Deducted	Maximum Amount Deducted	Current Amount Deducted
Overloan Protection Rider	At time of exercise	One-time fee of 3.5% of Policy cash value	One-time fee of 3.5% of Policy cash value

1

The Surrender Charge varies based on individual characteristics, including the insured’s issue age, risk class, sex (except for unisex Policies), smoker status, and the Policy’s face amount. The Surrender Charge may not be representative of the charge that a particular Policy Owner would pay. You can obtain more information about the Surrender Charge that would apply for a particular insured by contacting your registered representative.

2

No Surrender Charge will apply on up to 10% of cash surrender value withdrawn each year. The Surrender Charge will remain level for one to three Policy years, and will then begin to decline on a monthly basis until it reaches zero in the last month of the tenth Policy year. The Surrender Charge applies to requested face amount reductions as well as to face amount reductions resulting from a change in death benefit option.

3

The representative insured is a male, age 35, in the preferred nonsmoker risk class, under a Policy with a base Policy face amount of $375,000.

4

If imposed, the partial withdrawal charge would be in addition to any Surrender Charge that is imposed.

The next table describes the fees and expenses that you will pay periodically during the time that you own the Policy, not including Portfolio fees and expenses.

Periodic Charges other than Portfolio Operating Expenses 

Charge	When Charge is Deducted	Maximum Amount Deducted	Current Amount Deducted
Base Policy Charges:
Cost of Insurance (1)
•Minimum and Maximum Charge	Monthly	$0.02 to $83.33 per $1,000 of net amount at risk(2)	$0.01 to $83.33 per $1,000 of net amount at risk(2)
•Charge for a representative insured (3)		$0.09 per $1,000 of net amount at risk	$0.02 per $1,000 of net amount at risk
Policy Charge(4)
•Policy face amount less than $50,000	Monthly	$12	$12
•Policy face amount between $50,000 and $249,999		$15	$15
Mortality and Expense Risk Charge(5)	Daily	Effective annual rate of 0.80%	Effective annual rate of 0.60%
Coverage Expense Charge (6),(7)
•Minimum and Maximum Charge	Monthly	$0.04 to $2.30 per $1,000 of base Policy face amount	$0.04 to $2.30 per $1,000 of base Policy face amount
•Charge for a representative insured (3)		$0.16 per $1,000 of base Policy face amount	$0.16 per $1,000 of base Policy face amount
Loan Interest Spread(8)	Annually	Annual rate of 1% of loan collateral	Annual rate of 1% of loan collateral
Optional Benefit Charges:
Guaranteed Survivor Income Benefit Rider(9)
•Minimum and Maximum Charge	Monthly	$0.01 to $83.33 per $1,000 of Eligible Death Benefit	$0.01 to $1.08 per $1,000 of Eligible Death Benefit
•Charge for a representative insured(3)		$0.02 per $1,000 of Eligible Death Benefit	$0.02 per $1,000 of Eligible Death Benefit
Children’s Term Insurance Rider	Monthly	$0.40 per $1,000 of rider face amount	$0.40 per $1,000 of rider face amount

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Charge	When Charge is Deducted	Maximum Amount Deducted	Current Amount Deducted
Waiver of Monthly Deduction Rider(10)
•Minimum and Maximum Charge	Monthly	$0.00 to $61.44 per $100 of monthly deduction	$0.00 to $61.44 per $100 of monthly deduction
•Charge for a representative insured(3)		$6.30 per $100 of monthly deduction	$6.30 per $100 of monthly deduction
Waiver of Specified Premium Rider(10)
•Minimum and Maximum Charge	Monthly	$0.00 to $21.75 per $100 of Specified Premium	$0.00 to $21.75 per $100 of Specified Premium
•Charge for a representative insured(3)		$3.00 per $100 of Specified Premium	$3.00 per $100 of Specified Premium
Option to Purchase Additional Insurance Coverage Rider (10)
•Minimum and Maximum Charge	Monthly	$0.02 to $0.25 per $1,000 of Option amount	$0.02 to $0.25 per $1,000 of Option amount
•Charge for a representative insured(3)		$0.03 per $1,000 of Option amount	$0.03 per $1,000 of Option amount
Accidental Death Benefit Rider(10)
•Minimum and Maximum Charge	Monthly	$0.00 to $83.33 per $1,000 of rider face amount	$0.00 to $0.34 per $1,000 of rider face amount
•Charge for a representative insured(3)		$0.08 per $1,000 of rider face amount	$0.05 per $1,000 of rider face amount
Guaranteed Minimum Death Benefit (10), (11)
•Minimum and Maximum Charge	Monthly	$0.03 to $83.33 per $1,000 of net amount at risk	$0.03 to $0.14 per $1,000 of net amount at risk
•Charge for a representative insured(3)		$0.03 per $1,000 of net amount at risk	$0.03 per $1,000 of net amount at risk

1

The cost of insurance charge varies based on individual characteristics, including the Policy’s face amount and the insured’s age, risk class, and (except for unisex Policies) sex. The cost of insurance charge may not be representative of the charge that a particular Policy Owner would pay. You can obtain more information about the cost of insurance charge that would apply for a particular insured by contacting your registered representative.

2

The net amount at risk is the difference between the death benefit (generally discounted at the monthly equivalent of 3% per year) and the Policy’s Cash Value.

3

The representative insured is a male, age 35, in the preferred nonsmoker risk class, under a Policy with a base Policy face amount of $375,000.

4

After the first Policy Year, the Policy Charge declines to $9 for a Policy with a face amount of less than $50,000, and to $8 for a Policy with a face amount between $50,000 and $249,999. No Policy Charge applies if a Policy is issued with a face amount equal to or greater than $250,000.

5

The Mortality and Expense Risk Charge declines over time in accordance with the following schedule: 

	Maximum Charge	Current Charge
Policy years 1 - 10	.80%	.60%
Policy years 11 - 19	.35%	.35%
Policy years 20 –29	.20%	.20%
Policy years 30+	.05%	.05%

 

The current charge percentages shown above apply if the Policy’s net Cash Value is less than the equivalent of five Target Premiums. The percentages decrease as the Policy’s net Cash Value, measured as a multiple of Target Premiums, increases, as shown below: 

10

	Less than 5 target premiums	At least 5 but less than 10 target premiums	At least 10 but less than 20 target premiums	20 or more target premiums
Policy years 1- 10	0.60%	0.55%	0.30%	0.15%
Policy years 11- 19	0.35%	0.30%	0.15%	0.10%
Policy years 20- 29	0.20%	0.15%	0.10%	0.05%
Policy years 30+	0.05%	0.05%	0.05%	0.05%

6

The Coverage Expense Charge varies based on individual characteristics, including the Policy’s face amount and the insured’s age, risk class, and (except for unisex Policies) sex. The Coverage Expense Charge may not be representative of the charge that a particular Policy Owner would pay. You can obtain more information about the Coverage Expense Charge that would apply to a particular insured by contacting your registered representative.

7

The Coverage Expense Charge is imposed in Policy years 1-8 and, with respect to a requested face amount increase, during the first eight years following the increase. If you surrender the Policy in the first Policy year (or in the first year following a face amount increase), we will deduct from the surrender proceeds an amount equal to the Coverage Expense Charges due for the remainder of the first Policy year (or the first year following the face amount increase). If the Policy’s face amount is reduced in the first year following a face amount increase, we will deduct from the Cash Value an amount equal to the Coverage Expense Charges due for the remainder of the first year following the face amount increase.

8

The loan interest spread is the difference between the interest rates we charge on Policy loans and the interest earned on Cash Value we hold as security for the loan (“loan collateral”). We charge interest on Policy loans at an effective rate of 4.0% per year in Policy years 1-10 and 3.0% thereafter. Loan collateral earns interest at an effective rate of not less than 3.0% per year. The maximum loan interest spread is 1% per year of the loan collateral.

9

The charge for the Guaranteed Survivor Income Benefit Rider varies based on individual characteristics, including the rider’s Eligible Death Benefit and the insured’s age, risk class, and (except for unisex Policies) sex. The rider change may not be representative of the charge that a particular Policy Owner would pay. You can obtain more information about the rider charge that would apply for a particular insured by contacting your registered representative.

10

The charge for this rider varies based on individual characteristics, including the insured’s age, risk class, and (except for unisex Policies) sex. The rider charge may not be representative of the charge that a particular Policy Owner would pay. You can obtain more information about the rider charge that would apply for a particular insured by contacting your registered representative.

11

The charge shown applicable to both the Guaranteed Minimum Death Benefit to age 85 Rider and the Guaranteed Minimum Death Benefit to age 121 Rider.

The next table shows the minimum and maximum total operating expenses charged by the Portfolios that you may pay periodically during the time that you own the Policy. A complete list of the Portfolios available under the Policy, including their current expenses, may be found in Appendix A.

Annual Portfolio Expenses 

Annual Portfolio Expenses	Minimum	Maximum
Expenses that are deducted from Portfolio assets, including management fees, distribution and/or service (12b-1) fees, and other expenses	0.28%	1.06%

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PRINCIPAL RISKS

Investment Risk. We do not guarantee the investment performance of the Divisions and you should consider your risk tolerance before selection Divisions. If you invest your Policy’s Cash Value in one or more of the Divisions, then you will be subject to the risk that investment performance will be unfavorable and that your Cash Value will decrease. In addition, we deduct Policy fees and charges from your Policy’s Cash Value, which can significantly reduce your Policy’s Cash Value. During times of poor investment performance, this deduction will have an even greater impact on your Policy’s Cash Value. It is possible to lose your full investment and your Policy could lapse without value, unless you pay additional Premium.

If you allocate Cash Value to the Fixed Account, then we credit such Cash Value with a declared rate of interest. You assume the risk that the rate may decrease, although it will never be lower than the guaranteed minimum annual effective rate of 3%.

Surrender and Withdrawal Risks (Short-Term Investment Risk). The Policies are designed to provide lifetime insurance protection. They are not offered primarily as an investment and should not be used as a short-term savings vehicle. Subject to the free withdrawal provision, if you surrender the Policy within the first ten (10) Policy years (or within the first ten (10) Policy years following a face amount increase), you will be subject to a Surrender Charge as well as income tax on any gain that is distributed or deemed to be distributed from the Policy. You will also be subject to a Surrender Charge if you make a partial withdrawal from the Policy within the first ten (10) Policy years (or the first ten (10) Policy years following the face amount increase) if the partial withdrawal reduces the face amount (or the face amount increase). If you surrender the Policy in the first Policy year (or in the first year following a face amount increase) we will also deduct an amount equal to the remaining first year Coverage Expense Charges.

You should purchase the Policy only if you have the financial ability to keep it in force for a substantial period of time. You should not purchase the Policy if you intend to surrender all or part of the Policy’s Cash Value in the near future. Even if you do not ask to surrender your Policy, surrender charges may play a role in determining whether your Policy will lapse (terminate without value), because surrender charges determine the cash surrender value, which is a measure we use to determine whether your Policy will enter the grace period (and possibly lapse).

Risk of Lapse. Your Policy may lapse if you have not paid a sufficient amount of Premiums or if the investment experience of the Divisions is poor. If your cash surrender value is not enough to pay the Monthly Deduction, your Policy may enter a 62-day grace period. We will notify you that the Policy will lapse unless you make a sufficient payment of additional Premium during the grace period. Your Policy generally will not lapse if you pay certain required Premium amounts and you are therefore protected by a Guaranteed Minimum Death Benefit. If your Policy does lapse, your insurance coverage will terminate, although you will be given an opportunity to reinstate it. Lapse of a Policy on which there is an outstanding loan may have adverse tax consequences.

Tax Treatment. We anticipate that the Policy should be deemed to be a life insurance contract under Federal tax law. However, the rules are not entirely clear in certain circumstances, for example, if your Policy is issued on a substandard basis. The death benefit under the Policy will never be less than the minimum amount required for the Policy to be treated as life insurance under section 7702 of the Internal Revenue Code (the “Code”), as in effect on the date the Policy was issued. If your Policy is not treated as a life insurance contract under Federal tax law, increases in the Policy’s Cash Value will be taxed currently.

Even if your Policy is treated as a life insurance contract for Federal tax purposes, it may become a modified endowment contract (“MEC”) due to the payment of excess Premiums or unnecessary Premiums, due to a material

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change or due to a reduction in your death benefit. If your Policy becomes a MEC, surrenders, partial withdrawals, loans, and use of the Policy as collateral for a loan will be treated as a distribution of the earnings in the Policy and will be taxable as ordinary income to the extent thereof. In addition, if the Policy Owner is under age 59 1∕2 at the time of the surrender, partial withdrawal or loan, the amount that is included in income will generally be subject to a 10% penalty tax.

If the Policy is not a modified endowment contract, distributions generally will be treated first as a return of basis or investment in the Policy and then as taxable income. However, different rules apply in the first fifteen Policy years, as distributions accompanied by benefit reductions may be taxable prior to a complete withdrawal of your investment in the Policy. Moreover, loans will generally not be treated as distributions prior to termination of your Policy, whether by lapse, surrender or exchange.

See “Tax Considerations” You should consult a qualified tax adviser for assistance in all Policy-related tax matters.

Loans. A Policy loan, whether or not repaid, will affect the Cash Value of your Policy over time because we subtract the amount of the loan from the Divisions and/or Fixed Account as collateral, and hold it in our Loan Account. This loan collateral does not participate in the investment experience of the Divisions or receive any higher current interest rate credited to the Fixed Account.

We also reduce the amount we pay on the insured’s death by the amount of any outstanding loan and accrued loan interest. Your Policy may lapse if your outstanding loan and accrued loan interest reduce the cash surrender value to zero.

If you surrender your Policy or your Policy lapses while there is an outstanding loan, there will generally be Federal income tax payable on the amount by which loans and partial withdrawals exceed the Premiums paid. Since loans and partial withdrawals reduce your Policy’s Cash Value, any remaining Cash Value may be insufficient to pay the income tax due.

Limitations on Transfers. Transfers to and from the Fixed Account must generally be in amounts of $50 or more. Partial withdrawals must be in amounts of $500 or more. The total amount of transfers and withdrawals from the Fixed Account in a Policy year may generally not exceed the greater of 25% of the Policy’s cash surrender value in the Fixed Account at the beginning of the year, or the maximum transfer amount for the preceding Policy year. We reserve the right to only allow transfers and withdrawals from the Fixed Account during the 30-day period that follows the Policy anniversary. We may also limit the number of transfers and partial withdrawals and may impose a processing charge for transfers and partial withdrawals. We are not currently imposing the maximum limit on transfers and withdrawals from the Fixed Account, but we reserve the right to do so. It is important to note that if we impose the maximum limit on transfers and withdrawals from the Fixed Account, it could take a number of years to fully transfer or withdraw a current balance from the Fixed Account. You should keep this in mind when considering whether an allocation of Cash Value to the Fixed Account is consistent with your risk tolerance and time horizon. In addition, we may limit transfers to four per Policy year. We do not currently charge for transfers, but we reserve the right to charge up to $25 per transfer, except for transfers under the Automated Investment Strategies. We have adopted procedures to limit excessive transfer activity. In addition, each Portfolio may restrict or refuse certain transfers among, or purchases of shares in their Portfolios as a result of certain market timing activities. You should read each Portfolio's prospectus for more details.

Limitations on Access to Cash Value. You may withdraw cash surrender value from your Policy at any time after the first Policy anniversary. The minimum amount you may withdraw is $500. We reserve the right to limit partial

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withdrawals to no more than 90% of the Policy’s cash surrender value in addition to limitations on withdrawals from the Fixed Account. We may limit the number of partial withdrawals to 12 per Policy year or impose a processing charge of $25 for each partial withdrawal. Partial withdrawals may have tax consequences. You may borrow from the Cash Value of your Policy. The minimum amount you may borrow is $500. The maximum amount you may borrow is an amount equal to the Policy’s Cash Value net of the Surrender Charge, reduced by Monthly Deductions and interest charges through the next Policy anniversary, increased by interest credits through the next Policy anniversary, less any existing Policy loans.

Policy Charge and Expense Increase. We have the right to increase certain Policy charges.

Tax Law Changes. Tax laws, regulations, and interpretations have often been changed in the past and such changes continue to be proposed. To the extent that you purchase a Policy based on expected tax benefits, relative to other financial or investment products or strategies, there is no certainty that such advantages will always continue to exist.

Pandemics and Other Public Health Issues. Pandemics and other public health issues or other events, and governmental, business and consumer reactions to them, may affect economic conditions and may cause a large number of illnesses or deaths. Hurricanes, windstorms, earthquakes, tornadoes, explosions, severe winter weather, fires, floods and mudslides, blackouts and man-made events such as riot, insurrection, terrorist attacks or acts of war may also cause catastrophic losses and increased claims. Any such catastrophes may also result in changes in consumer or business confidence, behavior and investment and business activity, changes to interest rates and other market risk factors, and governmental or other restrictions on economic activity for prolonged periods.

Cybersecurity. Our business is highly dependent upon the effective operation of our information systems, and those of our service providers, vendors, and other third parties. Cybersecurity breaches of such systems can be intentional or unintentional events, and can occur through unauthorized access to computer systems, networks or devices; infection from computer viruses or other malicious software code; or attacks that shut down, disable, slow or otherwise disrupt operations, business processes or website access or functionality and our disaster recovery systems may be insufficient to safeguard our ability to conduct business. Cybersecurity breaches can interfere with our processing of Policy transactions, including the processing of transfer orders from our website or with the Portfolios; impact our ability to calculate the net investment factor; cause the release and possible loss or destruction of confidential Policy Owner or business information; impede order processing or cause other operational issues; and result in regulatory enforcement actions or new laws or regulations which could increase our compliance costs. Although we continually make efforts to identify and reduce our exposure to cybersecurity risk, and we require our critical vendors to implement effective cybersecurity and data protection measures, there is no guarantee that we will be able to successfully manage this risk at all times.

Insurance Company Risks. Policies are subject to the risks related to Metropolitan Life. Any obligations (including under any Fixed Account investment options), guarantees, and benefits of the Policy, including any death benefit, are subject to the claims paying ability of Metropolitan Life. If Metropolitan Life experiences financial distress, it may not be able to meet its obligations to you. More information about Metropolitan Life, including its financial strength ratings, is available upon request by calling 1-800-638-5000 or by visiting www.metlife.com/about-us/corporate-profile/ratings.

Terrorism and Security Risk. The continued threat of terrorism, ongoing or potential military conflict and other actions and heightened security measures may cause economic uncertainty and result in loss of life, property damage, additional disruptions to commerce and reduced economic activity. The value of MetLife's investment portfolio may be adversely affected by declines in the credit and equity markets and reduced economic activity

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caused by such threats. Companies in which we maintain investments may suffer losses as a result of financial, commercial or economic disruptions, and such disruptions might affect the ability of those companies to pay interest or principal on their securities or mortgage loans. Terrorist or military actions also could disrupt our operations centers and result in higher than anticipated claims under our insurance policies.

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THE COMPANY, THE SEPARATE ACCOUNT AND THE PORTFOLIOS

The Company

Metropolitan Life Insurance Company is a provider of insurance, annuities, employee benefits and asset management. We are also one of the largest institutional investors in the United States with a general account portfolio invested primarily in fixed income securities (corporate, structured products, municipals, and government and agency) and mortgage loans, as well as real estate, real estate joint ventures, other limited partnerships and equity securities. Metropolitan Life Insurance Company was incorporated under the laws of New York in 1868. The Company’s office is located at 200 Park Avenue, New York, New York 10166-0188. The Company is a wholly-owned subsidiary of MetLife, Inc. We are obligated to pay all benefits under the Policies. We are obligated to pay all benefits under the Policies. Investments in the Policy are subject to the risks related to Metropolitan Life with respect to any death benefit or other guarantees (including Fixed Account guarantees) that MetLife make available under the Policy.

All obligations (including under the Fixed Account), and benefits of the Policy are subject to the claims paying ability of Metropolitan Life. If Metropolitan Life experiences financial distress, it may not be able to meet its obligations to you.

The Separate Account

Metropolitan Life Separate Account UL is the funding vehicle for the Policies and other variable life insurance policies that we issue. Income and realized and unrealized capital gains and losses of the Separate Account are credited to the Separate Account without regard to any of our other income or capital gains or losses. Although we own the assets of the Separate Account, applicable law provides that the portion of the Separate Account assets equal to the reserves and other liabilities of the Separate Account may not be charged with liabilities that arise out of any other business we conduct. This means that the assets of the Separate Account are not available to meet the claims of our general creditors, and may only be used to support the Cash Values of the variable life insurance policies issued by the Separate Account.

We are obligated to pay the death benefit and any optional benefits under the Policy even if that amount exceeds the Policy’s Cash Value in the Separate Account. The amount of the death benefit and any optional benefits that exceeds the Policy’s Cash Value in the Separate Account is paid from our general account. Death benefits and any optional benefits paid from the general account are subject to the financial strength and claims-paying ability of the Company. For other life insurance policies and annuity contracts that we issue, we pay all amounts owed under the policies and contracts from the general account. MetLife is regulated as an insurance company under state law. State law generally imposes restrictions on the amount and type of investments in the general account. However, there is no guarantee that we will be able to meet our claims-paying obligations. There are risks to purchasing any insurance product.

The investment adviser to certain of the Portfolios offered with the Policy or with other variable life insurance policies issued through the Separate Account may be regulated as a Commodity Pool Operator. While we do not concede that the Separate Account is a commodity pool, MetLife has claimed an exclusion from the definition of the term “commodity pool operator” under the Commodities Exchange Act (“CEA”), and is not subject to registration or regulation as a pool operator under the CEA.

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The Portfolios

Each Division of the Separate Account invests in a corresponding Portfolio. Each Portfolio is part of an open-end management investment company, more commonly known as a mutual fund, that serves as an investment vehicle for variable life insurance and variable annuity separate accounts of various insurance companies. The mutual funds that offer the Portfolios are the American Funds Insurance Series®, Brighthouse Funds Trust I and Brighthouse Funds Trust II. Each of these mutual funds has an investment adviser responsible for overall management of each Portfolio available in the mutual fund. Some investment advisers have contracted with sub-advisers to make the day-to-day investment decisions for the Portfolios.

Portfolios Available Under the Policy. Information regarding each Portfolio, including (i) its name; (ii) its Portfolio type (iii) its investment adviser and any sub-investment adviser; (iv) current expenses; and (v) performance is available in Appendix A to the prospectus. Each Fund has issued a prospectus that contains more detailed information about the Portfolio, which you may obtain by calling 1-800-638-5000 or going on line to: dfinview.com/metlife/tahd/MET000252.

The Portfolios’ investment objectives may not be met. The investment objectives and policies of certain Portfolios are similar to the investment objectives and policies of other funds that may be managed by the same investment adviser or sub-adviser. The investment results of the Portfolios may be higher or lower than the results of these funds. There is no assurance, and no representation is made, that the investment results of any of the Portfolios will be comparable to the investment results of any other fund.

The Portfolios listed below are managed in a way that is intended to minimize volatility of returns (referred to as a “managed volatility strategy”):

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AB Global Dynamic Allocation Portfolio

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BlackRock Global Tactical Strategies Portfolio

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Invesco Balanced-Risk Allocation Portfolio

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JPMorgan Global Active Allocation Portfolio

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Brighthouse Balanced Plus Portfolio

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MetLife Multi-Index Targeted Risk Portfolio

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PanAgora Global Diversified Risk Portfolio

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Schroders Global Multi-Asset Portfolio

Stock prices fluctuate, sometimes rapidly and dramatically, due to factors affecting individual companies, particular industries or sectors or general market conditions. Bond prices may fluctuate because they move in the opposite direction of interest rates. Foreign investing carries additional risks such as currency and market volatility. A managed volatility strategy is designed to reduce volatility of returns to the above Portfolios from investing in stocks and bonds. This strategy seeks to reduce such volatility by “smoothing” returns, which may result in a Portfolio outperforming the general securities market during periods of flat or negative market performance, and underperforming the general securities market during periods of positive market performance. This means that in periods of high market volatility, this managed volatility strategy could limit your participation in market gains; this may conflict with your investment objectives by limiting your ability to maximize potential growth of your Policy’s Cash Value and, in turn, the value of any guaranteed benefit that is tied to investment performance. Other Portfolios may offer the potential for higher returns.

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Share Classes of the Portfolios

The Portfolios offer various classes of shares, each of which has a different level of expenses. The prospectuses for the Portfolios may provide information for share classes that are not available through the Policy. When you consult the prospectus for any Portfolio, you should be careful to refer to only the information regarding the class of shares that is available through the Policy. For the American Funds Insurance Series, we offer Class 2 shares only; for Brighthouse Funds Trust I, we offer Class A and Class B shares; and for Brighthouse Funds Trust II, we offer Class A shares only.

Certain Payments We Receive with Regard to the Portfolios

An investment adviser or subadviser of a Portfolio, or its affiliates, may make payments to us and/or certain of our affiliates. These payments may be used for a variety of purposes, including payment for expenses for certain administrative, marketing and support services with respect to the Policies and, in our role as intermediary, with respect to the Portfolios. We and our affiliates may profit from these payments.

These payments may be derived, in whole or in part, from fees deducted from Portfolio assets. Policy Owners, through their indirect investment in the Portfolios, bear the costs of these fees (see the Portfolio prospectuses for more information). The amount of the payments we receive is based on a percentage of assets of the Portfolio attributable to the Policies and certain other variable insurance products that we and our affiliates issue. These percentages differ and some advisers or subadvisers (or other affiliates) may pay us more than others. These percentages currently range up to 0.50%.

Additionally, an investment adviser or subadviser of a Portfolio or its affiliates may provide us with wholesaling services that assist in the distribution of the Policies and may pay us and/or certain of our affiliates amounts to participate in sales meetings. These amounts may be significant and may provide the adviser or subadviser (or their affiliates) with increased access to persons involved in the distribution of the Policies.

As of December 31, 2023, approximately 87% of Portfolio assets held in Separate Accounts of Metropolitan Life and its affiliates were allocated to Portfolios in Brighthouse Funds Trust I and Brighthouse Funds Trust II. We and certain of our affiliated companies have entered into agreements with Brighthouse Advisers, LLC, Brighthouse Funds Trust I and Brighthouse Funds trust II whereby we receive payments for certain administrative, marketing and support services described in the previous paragraphs. Currently, the Portfolios in Brighthouse Funds Trust I and Brighthouse Funds Trust II are only available in variable annuity contracts and variable life insurance policies issued by Metropolitan Life Insurance Company and its affiliates as well as Brighthouse Life Insurance Company and its affiliates. Should we or Brighthouse Investment Advisers, LLC decide to terminate the agreements, we would be required to find alternative Portfolios which could have higher or lower costs to the Policy Owner. In addition, the amount of payments we receive could cease or be substantially reduced which may have a material impact on our financial statements.

Certain Portfolios have adopted a Distribution Plan under Rule 12b-1 of the Investment Company Act of 1940. A Portfolio’s 12b-1 Plan, if any, is described in more detail in the Portfolio’s prospectus. (See “Distribution of the Policies.”) Any payments we receive pursuant to those 12b-1 Plans are paid to us or our Distributor MetLife Investors Distribution Company (MLIDC). Payments under a Portfolio’s 12b-1 Plan decrease the Portfolio’s investment return.

For more specific information on the amounts we may receive on account of your investment in the Portfolios, you may call us toll free at 1-800-638-5000.

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Selection of the Portfolios

We select the Portfolios offered through the Policy based on a number of criteria, including asset class coverage, the strength of the adviser’s or subadviser’s reputation and tenure, brand recognition, performance, and the capability and qualification of each investment firm. Other factors we consider during the selection process are whether the Portfolio’s adviser or subadviser is one of our affiliates or whether the Portfolio, its adviser, its subadviser(s), or an affiliate will make payments to us or our affiliates. For additional information on these arrangements, see “Certain Payments We Receive with Regard to the Portfolios” above.

In this regard, the profit distributions we receive from our affiliated investment advisers are a component of the total revenue that we consider in configuring the features and investment choices available in the variable insurance products that we and our affiliated insurance companies issue. Since we and our affiliated insurance companies may benefit more from the allocation of assets to Portfolios advised by our affiliates than those that are not, we may be more inclined to offer Portfolios advised by our affiliates in the variable insurance products we issue. We review the Portfolios periodically and may remove a Portfolio or limit its availability to new Premium payments and/or transfers of Cash Value if we determine that the Portfolio no longer meets one or more of the selection criteria, and/or if the Portfolio has not attracted significant allocations from Policy Owners. We may include Portfolios based on recommendations from selling firms. In some cases, the selling firms may receive payments from the Portfolios they recommend and may benefit accordingly from the allocation of Cash Value to such Portfolios.

We do not provide any investment advice and do not recommend or endorse any particular Portfolio. You bear the risk of any decline in the Cash Value of your Policy resulting from the performance of the Portfolios you have chosen.

Purchase and Redemption of Portfolio Shares by Our Separate Account

As of the end of each Valuation Period, we purchase and redeem Portfolio shares for the Separate Account at their net asset value without any sales or redemption charges. These purchases and redemptions reflect the amount of any of the following transactions that take effect at the end of the Valuation Period:

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The allocation of net Premiums to the Separate Account.

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Dividends and distributions on Portfolio shares, which are reinvested as of the dates paid (which reduces the value of each share of the Fund and increases the number of Fund shares outstanding, but has no affect on the Cash Value in the Separate Account).

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Policy loans and loan repayments allocated to the Separate Account.

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Transfers to and among Divisions.

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Withdrawals and surrenders taken from the Separate Account.

Voting Rights

We own the Portfolio shares held in the Separate Account and have the right to vote those shares at meetings of the Portfolio shareholders. However, to the extent required by Federal securities law, we will give you, as Policy Owner, the right to instruct us how to vote the shares that are attributable to your Policy.

We will determine, as of the record date, if you are entitled to give voting instructions and the number of shares to which you have a right of instruction. If we do not receive timely instructions from you, we will vote your shares for,

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against, or withhold from voting on, any proposition in the same proportion as the shares held in that Division for all Policies for which we have received voting instructions. The effect of this proportional voting is that a small number of Policy Owners may control the outcome of a vote.

We will vote Portfolio shares held by our general account (or any unregistered separate account for which voting privileges were not extended) in the same proportion as the total of (i) shares for which voting instructions were received and (ii) shares that are voted in proportion to such voting instructions.

We may disregard voting instructions for changes in the investment policy, investment adviser or principal underwriter of a Portfolio if required by state insurance law, or if we (i) reasonably disapprove of the changes and (ii) in the case of a change in investment policy or investment adviser, make a good faith determination that the proposed change is prohibited by state authorities or inconsistent with a Division’s investment objectives. If we do disregard voting instructions, the next semi-annual report to Policy Owners will include a summary of that action and the reasons for it.

Rights Reserved by MetLife

We and our affiliates may change the voting procedures and vote Portfolio shares without Policy Owner instructions, if the securities laws change. We also reserve the right: (1) to add Divisions; (2) to combine Divisions; (3) to substitute shares of another registered open-end management investment company, which may have different fees and expenses, for shares of a Portfolio; (4) to substitute or close a Division to allocations of Premium payments or Cash Value or both, and to existing investments or the investment of future Premiums, or both, for any class of Policy or Policy Owner, at any time in our sole discretion; (5) to operate the Separate Account as a management investment company under the Investment Company Act of 1940 or in any other form; (6) to deregister the Separate Account under the Investment Company Act of 1940; (7) to combine it with other Separate Accounts; and (8) to transfer assets supporting the Policies from one Division to another or from the Separate Account to other separate accounts, or to transfer assets to our general account as permitted by applicable law. We will exercise these rights in accordance with applicable law, including approval of Policy Owners if required. We will notify you if exercise of any of these rights would result in a material change in the Separate Account or its investments.

We will not make any changes without receiving any necessary approval of the SEC and applicable state insurance departments. We will notify you of any changes.

THE POLICIES

Purchasing a Policy

The Policy is no longer offered for sale. To purchase a Policy, you must have submited a completed application and an initial Premium to us at our Designated Office. The minimum face amount for the base Policy is $50,000 unless we consented to a lower amount. For Policies acquired through a pension or profit sharing plan qualified under Section 401 of the Code, the minimum face amount is $25,000.

The Policies were available for insureds age 85 or younger. We reserve the right to modify our minimum face amount and underwriting requirements at any time. We must have received evidence of insurability that satisfies our underwriting standards before we will issue a Policy. We reserved the right to reject an application for any reason permitted by law.

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We may offer other variable life insurance policies that have different death benefits, policy features, and optional programs. However, these other policies also have different charges that would affect your Division performance and Cash Values. To obtain more information about these other policies, including their eligibility requirements, contact our Designated Office or your registered representative.

Replacing Existing Insurance

It may not be in your best interest to surrender, lapse, change, or borrow from existing life insurance policies (including this Policy) or annuity contracts in connection with the purchase of a different policy. You should carefully compare your existing insurance and any new insurance that you are considering. You should replace your existing insurance only when you determine that the new insurance is better for you. You may have to pay a surrender charge on your existing insurance, and the new insurance may impose a new surrender charge period. You should talk to your financial professional or tax adviser to make sure the exchange will be tax-free. If you surrender your existing Policy for cash and then buy a new policy, you may have to pay a tax, including possibly a penalty tax, on the surrendered Policy. We no longer sell this Policy and therefore you may not exchange an existing life insurance policy or annuity contract to purchase this Policy, but should consider these risks if you are thinking of replacing your Policy.

Policy Owner and Beneficiary

The Policy Owner is named in the application but may be changed from time to time. While the insured is living and the Policy is in force, the Policy Owner may exercise all the rights and options described in the Policy, subject to the terms of any beneficiary designation or assignment of the Policy. These rights include selecting and changing the beneficiary, changing the Policy Owner, changing the face amount of the Policy and assigning the Policy. At the death of the Policy Owner who is not the insured, his or her estate will become the Policy Owner unless a successor Policy Owner has been named. The Policy Owner’s rights (except for rights to payment of benefits) terminate at the death of the insured.

The beneficiary is also named in the application. You may change the beneficiary at any time before the death of the insured, unless the beneficiary designation is irrevocable. The beneficiary has no rights under the Policy until the death of the insured and must survive the insured in order to receive the death proceeds. If no named beneficiary survives the insured, we pay proceeds to the Policy Owner.

A change of Policy Owner or beneficiary is subject to all payments made and actions taken by us under the Policy before we receive a signed change form. You can contact your registered representative or our Designated Office for the procedure to follow.

You may assign (transfer) your rights in the Policy to someone else. An absolute assignment of the Policy is a change of Policy Owner and beneficiary to the assignee. A collateral assignment of the Policy does not change the Policy Owner or beneficiary, but their rights will be subject to the terms of the assignment. Assignments are subject to all payments made and actions taken by us under the Policy before we receive a signed copy of the assignment form. We are not responsible for determining whether or not an assignment is valid. Changing the Policy Owner or assigning the Policy may have tax consequences. (See “Tax Considerations” below.)

Exchange Right

At least once each year you have the option to transfer all of your Cash Value to the Fixed Account and apply the cash surrender value to a new policy issued by us or an affiliate which provides paid-up insurance. Paid-up

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insurance is permanent insurance with no further Premiums due. The face amount of the new Policy of paid-up insurance may be less than the face amount of the Policy.

PREMIUMS

Flexible Premiums

Subject to the limits described below, you choose the amount and frequency of Premium payments. You select a Planned Premium schedule, which consists of a first-year Premium amount and an amount for subsequent Premium payments. This schedule appears in your Policy. Your Planned Premiums will not necessarily keep your Policy in force. You may skip Planned Premium payments or make additional payments. Additional payments could be subject to underwriting. No payment can be less than $50, except with our consent.

You can pay Planned Premiums on an annual, semi-annual or quarterly schedule, or on a monthly schedule if payments are drawn directly from your checking account under our pre-authorized checking arrangement. We will send Premium notices for annual, semi-annual or quarterly Planned Premiums. You may make payments by check or through our pre-authorized checking arrangement. You can change your Planned Premium schedule by sending your request to us at our Designated Office. You may not make Premium payments on or after the Policy anniversary when the insured reaches age 121, except for Premiums required during the grace period.

If any payments under the Policy exceed the “7-pay limit” under Federal tax law, your Policy will become a modified endowment contract and you may have more adverse tax consequences with respect to certain distributions than would otherwise be the case if Premium payments did not exceed the “7-pay limit.” Information about your “7-pay limit” is found in your Policy illustration. If we receive a Premium payment 30 days or less before the anniversary of the 7-pay testing period that exceeds the “7-pay limit” and would cause the Policy to become a modified endowment contract, and waiting until the anniversary to apply that payment would prevent the Policy from becoming a modified endowment contract, we may retain the Premium payment in a non-interest bearing account and apply the payment to the Policy on the anniversary. If we follow this procedure, we will notify you and give you the option of having the Premium payment applied to the Policy before the anniversary. Otherwise, if you make a Premium payment that exceeds the “7-pay limit,” we will apply the payment to the Policy according to our standard procedures described below and notify you that the Policy has become a modified endowment contract. In addition, if you have selected the guideline Premium test, Federal tax law limits the amount of Premiums that you can pay under the Policy. You need our consent if, because of tax law requirements, a payment would increase the Policy’s death benefit by more than it would increase Cash Value. We may require evidence of insurability before accepting the payment.

We allocate net Premiums to your Policy’s Divisions as of the date we receive the payments at our Designated Office, if they are received before the close of regular trading on the New York Stock Exchange, which is usually 4 p.m. Eastern Time. Payments received after that time, or on a day that the New York Stock Exchange is not open, will be allocated to your Policy’s Divisions on the next day that the New York Stock Exchange is open. (See “Sending Communications and Payments to Us.”)

Under our current processing, we treat any payment received by us as a Premium payment unless it is clearly marked as a loan repayment.

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Amount Provided for Investment under the Policy

Investment Start Date. Your initial net Premium is credited with Fixed Account interest as of the investment start date. The investment start date is the later of the Policy Date and the date we first receive a Premium payment for the Policy at our Designated Office.

Premium with Application. If you made a Premium payment with the application, unless you requested otherwise, the Policy Date was the date the policy application is approved. Monthly Deductions begin on the Policy Date. You may only make one Premium payment with the application. The minimum amount you must pay is set forth in the application. If we decline an application, we refund the Premium payment made.

If you make a Premium payment with the application, we will cover the insured under a temporary insurance agreement beginning on the later of the date the application is signed or on the date of any required medical examination. (See “Death Benefits.”)

Premium on Delivery. If you pay the initial Premium upon delivery of the Policy, unless you request otherwise, the Policy Date and the investment start date are the date your Premium payment is received at our Designated Office. Monthly Deductions begin on the Policy Date.

Backdating. We may sometimes backdate a Policy, if you request, by assigning a Policy Date earlier than the date the Policy application is approved (but not earlier than six months prior to the date that the application is completed). You may wish to backdate so that you can obtain lower cost of insurance rates, based on a younger insurance age. For a backdated Policy, you must also pay the minimum Premiums due for the period between the Policy Date and the investment start date. As of the investment start date, we allocate the net Premiums to the Policy, adjusted for monthly Policy charges. For a backdated Policy, the investment start date is the later of the date the Policy application is approved and the date your Premium is received at our Designated Office.

Allocation of Net Premiums

You make the initial Premium allocation when you apply for a Policy. You can change the allocation of future Premiums at any time thereafter. The change will be effective for Premiums applied on or after the date when we receive your request. You may request the change by telephone, by written request (which may be telecopied to us) or over the Internet. (See “Sending of Communications and Payments To Us.”)

When we allocate net Premiums to your Policy’s Divisions, we convert them into units of the Divisions. We determine the number of units by dividing the dollar amount of the net Premium by the unit value. For your initial Premium, we use the unit value on the investment start date. For subsequent Premiums, we use the unit value next determined after receipt of the payment. (See “Cash Value.”)

SENDING COMMUNICATIONS AND PAYMENTS TO US

We will treat your request for a Policy transaction, or your submission of a payment, as received by us if we receive a request conforming to our administrative procedures or a payment at our Designated Office before the close of regular trading on the New York Stock Exchange on that day (usually 4:00 p.m. Eastern Time). If we receive it after that time, or if the New York Stock Exchange is not open that day, then we will treat it as received on the next day when the New York Stock Exchange is open. These rules apply regardless of the reason we did not receive your request by the close of regular trading on the New York Stock Exchange — even if due to our delay (such as a delay in answering your telephone call).

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The Designated Office for Premium payments is printed on the billing statement we mail to you. If you do not have your billing statement you may call us at 1-800-638-5000 to obtain the address. The Designated Office for other transactions and requests is included in your annual statement or other correspondence that we send to you.

You may request a Cash Value transfer or reallocation of future Premiums by written request (which may be telecopied) to us, by telephoning us or over the Internet (subject to our restrictions on frequent transfers). To request a transfer or reallocation by telephone, you should contact your registered representative or contact us at 1-800-638-5000. To request a transfer over the Internet, you may log on to our website at www.metlife.com. We use reasonable procedures to confirm that instructions communicated by telephone, facsimile or Internet are genuine. Any telephone, facsimile or Internet instructions that we reasonably believe to be genuine are your responsibility, including losses arising from any errors in the communication of instructions. However, because telephone and Internet transactions may be available to anyone who provides certain information about you and your Policy, you should protect that information. We may not be able to verify that you are the person providing telephone or Internet instructions, or that you have authorized any such person to act for you.

Telephone, facsimile, and computer systems (including the Internet) may not always be available. Any telephone, facsimile or computer system, whether it is yours, your service provider’s, your registered representative’s, or ours, can experience outages or slowdowns for a variety of reasons. These outages or slowdowns may delay or prevent our processing of your request. Although we have taken precautions to help our systems handle heavy use, we cannot promise complete reliability under all circumstances. If you are experiencing problems, you should make your request by writing to our Designated Office.

If you send your Premium payments or transaction requests to an address other than the one we have designated for receipt of such payments or requests, we may return the Premium payment to you, or there may be a delay in applying the Premium payment or transaction to your Policy.

Payment of Proceeds

We ordinarily pay any cash surrender value, loan value or death benefit proceeds from the Divisions within seven days after we receive a request, or satisfactory proof of death of the insured (and any other information we need to pay the death proceeds) at our Designated Office. However, we may delay payment (except when a loan is made to pay a Premium to us) or transfers from the Divisions: (i) if the New York Stock Exchange is closed (other than customary weekend and holiday closing), or if trading on the New York Stock Exchange is restricted as determined by the SEC; or (ii) if an emergency exists as determined by the SEC, as a result of which disposal of securities is not reasonably practicable or it is not reasonably practicable to determine the value of the net assets of the Separate Account.

We may withhold payment of surrender, withdrawal or loan proceeds if any portion of those proceeds would be derived from a Policy Owner’s check that has not yet cleared (i.e., that could still be dishonored by your banking institution). We may use telephone, facsimile, Internet or other means of communications to verify that payment from the Policy Owner’s check has been or will be collected. We will not delay payment longer than necessary for us to verify that payment has been or will be collected. Policy Owners may avoid the possibility of delay in the disbursement of proceeds coming from a check that has not yet cleared by providing us with a certified check.

The beneficiary can receive the death benefit in a single sum or under various income plans described under "Additional Benefits". You may make this choice during the insured’s lifetime. The beneficiary has one year from the date the insurance proceeds are paid to change the selection from a single sum payment to an income plan, as long as we have made no payments from the Total Control Account (see below). If the terms of the income plan

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permit the beneficiary to withdraw the entire amount from the plan, the beneficiary can also name contingent beneficiaries. The Policy’s death proceeds may generally be paid to the beneficiary through a settlement option called the Total Control Account (if the death proceeds meet the required minimum). The Total Control Account is an interest-bearing account through which the beneficiary has immediate and full access to the proceeds, with unlimited draft writing privileges. We credit interest to the Total Control Account in accordance with the terms of the Total Control Account agreement. You may also elect to have any Policy surrender proceeds paid into a Total Control Account established for you.

Assets backing the Total Control Account are maintained in our general account and are subject to the claims of our creditors. We will bear the investment experience of such assets; however, regardless of the investment experience of such assets, the interest credited to the Total Control Account will never fall below the applicable guaranteed minimum annual effective rate. Because we bear the investment experience of the assets backing the Total Control Account, we may receive a profit from these assets. The Total Control Account is not insured by the FDIC or any other governmental agency.

Every state has unclaimed property laws which generally declare life insurance policies to be abandoned after a period of inactivity of three to five years from the date any death benefit is due and payable. For example, if the payment of a death benefit has been triggered, and after a thorough search, we are still unable to locate the beneficiary of the death benefit, the death benefit will be paid to the abandoned property division or unclaimed property office of the state in which the beneficiary or the Policy Owner last resided, as shown on our books and records. (“Escheatment” is the formal, legal name for this process.) However, the state is obligated to pay the death benefit (without interest) if your beneficiary steps forward to claim it with the proper documentation and within certain mandated time periods. To prevent your Policy’s death benefit from being paid to the state’s abandoned or unclaimed property office, it is important that you update your beneficiary designation — including complete names and complete address — if and as they change. You should contact our Designated Office in order to make a change to your beneficiary designation.

CASH VALUE

Your Policy’s total Cash Value includes its Cash Value in the Separate Account and in the Fixed Account. If you have a Policy loan, the Cash Value also includes the amount we hold in the Loan Account as a result of the loan. The Cash Value reflects:

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net Premium payments

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the net investment experience of the Policy’s Divisions

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interest credited to Cash Value in the Fixed Account

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interest credited to amounts held in the Loan Account for a Policy loan

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the death benefit option you choose

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Policy charges

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partial withdrawals

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transfers among the Divisions and the Fixed Account.

The Policy’s total Cash Value in the Separate Account equals the number of units credited in each Division multiplied by that Division’s unit value. We convert any Premium, interest earned on loan Cash Value, or Cash Value allocated to a Division into units of the Division. Surrenders, partial withdrawals, Policy loans, transfers and

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charges deducted from the Cash Value reduce the number of units credited in a Division. We determine the number of units by dividing the dollar amount of the transaction by the Division’s unit value next determined following the transaction. (In the case of an initial Premium, we use the unit value on the investment start date.)

The unit value of a Division depends on the net investment experience of its corresponding Portfolio and reflects fees and expenses of the Portfolio. We determine the unit value as of the close of regular trading on the New York Stock Exchange (usually 4:00 p.m. Eastern Time) on each day that the New York Stock Exchange is open for trading by multiplying the most recent unit value by the net investment factor (“NIF”) for that day (see below). Unit values will not be determined on days on which the New York Stock Exchange is closed for trading.

The NIF for a Division reflects:

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the change in net asset value per share of the corresponding Portfolio (as of the close of regular trading on the Exchange) from its last value,

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the amount of dividends or other distributions from the Portfolio since the last determination of net asset value per share, and

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any deductions for taxes that we make from the Separate Account. The NIF can be greater or less than one.

DEATH BENEFITS

If the insured dies while the Policy is in force, we pay a death benefit to the beneficiary. Coverage under the Policy generally began when you paid the initial Premium.

Standard Death Benefit Options. The Contracts provide three standard death benefit options.

The Option A death benefit is equal to the face amount of the Policy. The Option A death benefit is fixed, subject to increases required by the Code.

The Option B death benefit is equal to the face amount of the Policy, plus the Policy’s Cash Value, if any. The Option B death benefit is also subject to increases required by the Code.

The Option C death benefit (available if the insured is age 60 or younger) is equal to the face amount of the Policy plus the Policy’s Cash Value until the insured attains age 65, at which time we will increase the Policy’s face amount by the amount of the Policy’s Cash Value and thereafter the death benefit will remain level, at the increased face amount, subject to increases required by the Code.

Choice of Tax Test. The Code requires the Policy’s death benefit to be not less than an amount defined in the Code. As a result, if the Cash Value grows to certain levels, the death benefit increases to satisfy tax law requirements.

When you applied for your Policy, you selected which tax test applies to the death benefit: (1) the guideline Premium test, and (2) the Cash Value accumulation test. In general, the test you chose at issue cannot be changed.

Under the guideline premium test, the amount of Premium that can be paid is subject to tax law limits. Additionally, the death benefit will not be less than the Cash Value times the guideline Premium factor. See Appendix B.

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Under the Cash Value accumulation test, the death benefit will not be less than the Cash Value times the net single Premium factor set by the Code. Net single Premium factors are based on the age, smoking status, and sex (if not unisex) of the insured at the time of the calculation. Sample net single Premium factors appear in Appendix B.

The guideline Premium test does not require as high a death benefit as the Cash Value accumulation test, and therefore cost of insurance charges may be lower, once the Policy’s death benefit is subject to increases required by the Code. Under the Cash Value accumulation test, you can generally make a higher amount of Premium payments for any given face amount, and a higher death benefit may result in the long term. The Cash Value accumulation test allows you to invest more Premiums in the Policy for each dollar of death benefit.

Age 121. The death benefit payable under Option A or Option C on or after the insured’s attained age 121 will be the greater of:

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101% of the Cash Value on the date of death, or

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the face amount of the base Policy on the Policy anniversary at the insured’s attained age 121.

The death benefit payable under Option B on or after the insured’s attained age 121 will be the face amount of the base Policy on the Policy anniversary at the insured’s attained age 121, plus the Cash Value on the date of death.

The tax consequences of keeping the Policy in force beyond the insured’s attained age 121 are unclear.

Death Proceeds Payable

The death proceeds we pay are equal to the death benefit on the date of the insured’s death, reduced by any outstanding loan and accrued loan interest on that date. If death occurs during the grace period, we reduce the proceeds by the amount of unpaid Monthly Deductions. (See “Lapse and Reinstatement.”) We increase the death proceeds (1) by any rider benefits payable and (2) by any cost of insurance charge made for a period beyond the date of death. Riders that can have an effect on the amount of death proceeds payable are the Acceleration of Death Benefit Rider, Accidental Death Benefit Rider and the Options to Purchase Additional Insurance Coverage Rider. (See “Additional Benefits.”)

We may adjust the death proceeds if the insured’s age or sex was misstated in the application, if death results from the insured’s suicide within two years from the Policy’s date of issue (or lesser period if required by applicable State law), or if a rider limits the death benefit.

Suicide. If the insured commits suicide within two years from the date of issue (or lesser period if required by applicable State law), the death benefit will be limited to Premium payments paid, less any partial withdrawals, less any loan and loan interest outstanding on the date of death. If the insured commits suicide within two years after the effective date of an increase in face amount (or lesser period if required by applicable State law), the death benefit for such increase may be limited to the Monthly Deductions for the increase.

Change in Death Benefit Option

After the first Policy year you may change your death benefit option, subject to our underwriting rules, by written request to our Designated Office. The change will be effective on the monthly anniversary on or following the date we approve your request. We may require proof of insurability. A change in death benefit option may have tax consequences.

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If you change from Option A (or from Option C after the insured’s attained age 65) to Option B (or to Option C on or before the insured’s attained age 60), we reduce the Policy’s face amount if necessary so that the death benefit is the same immediately before and after the change. A face amount reduction below $50,000 requires our consent. If we reduce the face amount, we will first reduce any prior increases in face amount that you applied for, in the reverse order in which the increases occurred, then any remaining initial face amount, and then any increase in face amount from a prior change in death benefit option, but not below the Policy minimum. A partial withdrawal of Cash Value may be necessary to meet Federal tax law limits on the amount of Premiums that you can pay into the Policy. A Surrender Charge may apply to a Policy face amount reduction or partial withdrawal that reduces the face amount on a change from Option A (or from Option C after the insured’s attained age 65) to Option B (or to Option C on or before the insured’s attained age 60). (See “Surrender Charge.”) In addition, if the face amount reduction occurs within 12 months after a face amount increase, we will deduct a proportionate part of the Coverage Expense Charges due with respect to the face amount increase for the remainder of the 12-month period.

If you change from Option B (or from Option C on or before the insured’s attained age 65) to Option A, we increase the Policy’s face amount, if necessary, so that the death benefit is the same immediately before and after the change. This increase in face amount is not subject to the Coverage Expense Charge and will not be subject to any Surrender Charge.

Increase in Face Amount

You may increase the Policy’s face amount. We require satisfactory evidence of insurability, and the insured’s attained age must be 85 or less. The minimum amount of increase permitted is $5,000. The increase is effective on the monthly anniversary on or next following our approval of your request. Requests for face amount increases should be submitted to our Designated Office. An increase in face amount may have tax consequences.

The face amount increase will have its own Target Premium, as well as its own Surrender Charge, current cost of insurance rates, Coverage Expense Charge and suicide and contestability periods as if it were a new Policy. You may cancel the increase in the Policy's face amount within ten (10) days after you receive it (see “Sending Communications and Payments to Us” or you may contact your registered representative). If you cancel the increase in the face amount we will reverse any monthly deductions attributed to the face increase. (See “Surrender Charge”, “Monthly Deduction from Cash Value”, “Partial Withdrawal” and “Reduction in Face Amount.”) When calculating the monthly cost of insurance charge, we attribute the Policy’s Cash Value first to any remaining initial face amount (including any increase in face amount from a prior change in death benefit option), then to any face amount increases in the order in which they were issued, for purposes of determining the net amount at risk.

We reserve the right to (i) restrict certain Policy changes, such as death benefit increases, or (ii) require the issuance of a new Policy in connection with such Policy changes if we deem it administratively necessary or prudent to do so in order to comply with applicable law, including applicable Federal income tax law.

Reduction in Face Amount

After the first Policy year, you may reduce the face amount of your Policy without receiving a distribution of any Policy Cash Value. If you reduce the face amount of your Policy, we deduct any Surrender Charge that applies from the Policy’s Cash Value in proportion to the amount of the face amount reduction. If the face amount of your Policy is reduced in the first year following a face amount increase, we will also deduct a proportionate part of the Coverage Expense Charges due for the remainder of the first year following the face amount increase.

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A face amount reduction will decrease the Policy’s death benefit unless we are increasing the death benefit to satisfy Federal income tax laws, in which case a face amount reduction will not decrease the death benefit unless we deduct a Surrender Charge from the Cash Value. A reduction in face amount in this situation may not be advisable. The amount of any face reduction must be at least $5,000, and the face amount remaining after a reduction must meet our minimum face amount requirements for issue, except with our consent.

If you choose to reduce your Policy’s face amount, unless you request otherwise, we will first decrease any prior increases in base Policy face amount that you applied for, in the reverse order in which the increases occurred, then any remaining initial base Policy face amount, and then any increase in face amount from a prior change in death benefit option.

A reduction in face amount reduces the Federal tax law limits on the amount of Premiums that you can pay under the Policy under the guideline Premium test. In these cases, a portion of the Policy’s Cash Value may have to be paid to you to comply with Federal tax law.

A face amount reduction takes effect on the monthly anniversary on or next following the date we receive your request. You can contact your registered representative or our Designated Office for information on face amount reduction procedures.

A reduction in the face amount of a Policy may create a modified endowment contract or have other adverse tax consequences. If you are contemplating a reduction in face amount, you should consult your tax adviser regarding the tax consequences of the transaction. (See “Tax Considerations.”)

SURRENDERS AND PARTIAL WITHDRAWALS

Surrender

You may surrender the Policy for its cash surrender value at any time while the insured is living. We determine the cash surrender value as of the date when we receive the surrender request. (See “Sending Communications and Payments To Us.”) The cash surrender value equals the Cash Value reduced by any Policy loan and accrued interest and by any applicable Surrender Charge. (See “Surrender Charge.”) If you surrender the Policy in the first Policy year (or in the first year following a face amount increase), we will also deduct an amount equal to the remaining first year Coverage Expense Charges. We reserve the right to also deduct an amount equal to the remaining first year Policy Charges.

If you surrender the Policy, coverage will terminate on the monthly anniversary on or next following the date of surrender. If the insured dies on or after the surrender date, but before the termination date, we will reverse the surrender and will pay the Policy’s death benefit to the beneficiary, but we will deduct from the death proceeds an amount equal to the cash surrender value paid to you.

You may apply all or part of the surrender proceeds to a payment option. Once a Policy is surrendered, all coverage and benefits cease and cannot be reinstated. A surrender may result in adverse tax consequences. (See “Tax Considerations” below.)

The Policies are designed to be long-term investments.

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Partial Withdrawal

After the first Policy anniversary you may withdraw a portion of the Policy’s cash surrender value. A partial withdrawal reduces the Policy’s death benefit and may reduce the Policy’s face amount if necessary so that the amount at risk under the Policy will not increase. A partial withdrawal may also reduce rider benefits. The minimum amount of a partial withdrawal request must be $500.

We have the right to limit partial withdrawals to no more than 90% of the cash surrender value. In addition, a partial withdrawal will be limited by any restriction that we currently impose on withdrawals from the Fixed Account. (See “The Fixed Account.”) Currently, we permit partial withdrawals equal to the lesser of 100% of the Policy’s cash surrender value in the Separate Account as of the beginning of the year, or the maximum amount that can be withdrawn without causing the Policy’s face amount to fall below the minimum permitted. However, we may allow the face amount to fall below the minimum if the Policy has been in force for at least 15 years and the insured’s attained age is greater than 55. You may not make a partial withdrawal that would reduce your cash surrender value to less than the amount of two Monthly Deductions.

We have the right to limit partial withdrawals to 12 per Policy year. Currently we do not limit the number of partial withdrawals. We reserve the right to impose a charge of $25 on each partial withdrawal.

If a partial withdrawal reduces your Policy’s face amount, the amount of the Surrender Charge that will be deducted from your Cash Value is an amount that is proportional to the amount of the face reduction. The amount deducted will reduce the remaining Surrender Charge payable under the Policy. No Surrender Charge will apply on up to 10% of the cash surrender value withdrawn each year, measured as a percentage of each withdrawal.

Example. The following example assumes that a Policy Owner withdraws, in the first month of the second Policy year, 20% of the cash surrender value of a Policy. The insured under the Policy is assumed to be male, age 35, in the preferred nonsmoker risk class. As shown in the fee table, the Surrender Charge for that insured is $14 per $1,000 of Policy face amount. The Policy is assumed to have the other characteristics shown below: 

Face Amount:	$375,000
Death Benefit Option:	Option A—Level
Cash Value:	$12,000
Surrender Charge:	$–5,250	($14.00 x $375,000/1,000)
Cash Surrender Value:	$6,750
	x 20%
Withdrawal Amount:	$1,350

The first 10% of cash surrender value, or $675, can be withdrawn free of Surrender Charge. The remaining $675 withdrawn is subject to a portion of the Policy’s Surrender Charge — based on the ratio that such excess withdrawal amount bears to the Policy’s face amount less the Surrender Charge, as shown in the formula below: 

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		Withdrawal Amount in
Surrender Charge	x	Excess of Free Withdrawal	=	Surrender Charge On Withdrawal
		Face Amount less Surrender Charge
$5,250	x	$675	=	$10
		$375,000 – $5,250

Because the Policy has a level death benefit, the withdrawal will cause a dollar for dollar reduction in the Policy’s face amount, so that the Cash Value and the face amount will both be reduced by the $1,350 withdrawal and by the $10 Surrender Charge.

The effect of the withdrawal on the Policy would be as follows: 

Face Amount before Withdrawal	$375,000
Withdrawal	–1,350
Surrender Charge on Withdrawal	–10
Face Amount after Withdrawal	$373,640
Surrender Charge before Withdrawal	$5,250
Surrender Charge on Withdrawal	–10
Surrender Charge after Withdrawal	$5,240
Cash Value before Withdrawal	$12,000
Withdrawal	–1,350
Surrender Charge on Withdrawal	–10
Cash Value after Withdrawal	$10,640
Surrender Charge after Withdrawal	–5,240
Cash Surrender Value after Withdrawal.	$5,400

Any face amount reduction resulting from a partial withdrawal will reduce the face amount in the following order: any prior increases in base Policy face amount that you applied for, in the reverse order in which the increases occurred; any remaining initial face amount; and then any face amount increases resulting from a change in death benefit option, down to the required minimum.

A partial withdrawal reduces the Cash Value in the Divisions of the Separate Account and the Fixed Account in the same proportion that the Cash Value in each bears to the Policy’s total unloaned Cash Value. We determine the amount of cash surrender value paid upon a partial withdrawal as of the date when we receive a request. You can contact your registered representative or our Designated Office for information on partial withdrawal procedures. (See “Sending Communications and Payments To Us.”)

Before surrendering your Policy or requesting a partial withdrawal you should consider the following:

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Surrender charges may apply.

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At least some amounts received may be taxable as income and, if your Policy is a modified endowment contract, subject to certain tax penalties. (See “Tax Considerations.”)

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Your Policy could become a modified endowment contract.

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For partial withdrawals, your death benefit will decrease by the amount of the withdrawal. For Options A and

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C, your specified face amount also will decrease, generally by the amount of the withdrawal, but this decrease will not cause any surrender charge to be deducted other than any surrender charge attributable to the amount withdrawn.

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Any partial withdrawal that causes the specified face amount to decrease could cause an increase in the monthly administrative charge.

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In some cases you may be better off taking a Policy loan, rather than a partial withdrawal.

TRANSFERS

Transfer Option

You may transfer your Policy’s Cash Value between and among the Divisions and the Fixed Account. We reserve the right to limit transfers to four (4) per Policy year and to impose a charge of $25 per transfer. Currently we do not limit the number of transfers per Policy year or impose a charge on transfers. We treat all transfer requests made at the same time as a single request. The transfer is effective as of the date we receive the transfer request, if the request is received before the close of regular trading on the New York Stock Exchange. Transfer requests received after that time, or on a day that the New York Stock Exchange is not open, will be effective on the next day that the New York Stock Exchange is open. (See “Sending Communications and Payments To Us.”) For special rules regarding transfers involving the Fixed Account, see “The Fixed Account.”

We may limit the amount of Cash Value You may transfer to or from any one Division. If You own more than one Equity Advantage VUL Policy on the same insured, any limit imposed will be applied to the cumulative transfers You make to or from the Division under all such Policies.

Restrictions on Frequent Transfers

Frequent requests from Policy Owners to transfer Cash Value may dilute the value of a Portfolio’s shares if the frequent trading involves an attempt to take advantage of pricing inefficiencies created by a lag between a change in the value of the securities held by the Portfolio and the reflection of that change in the Portfolio’s share price (“arbitrage trading”). Frequent transfers involving arbitrage trading may adversely affect the long-term performance of the Portfolios, which may in turn adversely affect Policy Owners and other persons who may have an interest in the Policies (e.g., beneficiaries).

We have policies and procedures that attempt to detect and deter frequent transfers in situations where we determine there is a potential for arbitrage trading. Currently, we believe that such situations may be presented in the international, small-cap, and high-yield Portfolios. In addition, as described below, we treat all American Funds Insurance Series portfolios (“American Funds portfolios”) as Monitored Portfolios. We monitor the following portfolios ("Monitored Portfolios"):

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American Funds Global Small Capitalization Fund

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American Funds Growth Fund

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American Funds Growth-Income Fund

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American Funds The Bond Fund of America

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Baillie Gifford International Stock Portfolio

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Brighthouse/abrdn Emerging Markets Equity Portfolio

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•

Brighthouse/Templeton International Bond Portfolio

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CBRE Global Real Estate Portfolio

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Harris Oakmark International Portfolio

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Invesco Global Equity Portfolio

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Invesco Small Cap Growth Portfolio

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JPMorgan Small Cap Value Portfolio

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Loomis Sayles Global Allocation Portfolio

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Loomis Sayles Small Cap Core Portfolio

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Loomis Sayles Small Cap Growth Portfolio

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MetLife MSCI EAFE® Index Portfolio

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MetLife Russell 2000® Index Portfolio

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MFS® Research International Portfolio

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Neuberger Berman Genesis Portfolio

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T. Rowe Price Small Cap Growth Portfolio

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VanEck Global Natural Resources Portfolio

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Western Asset Management Strategic Bond Opportunities Portfolio

We employ various means to monitor transfer activity, such as examining the frequency and size of transfers into and out of the Monitored Portfolios within given periods of time. For example, we currently monitor transfer activity to determine if, for each category of international, small-cap, and high-yield Portfolios, in a 12-month period there were, (1) six or more transfers involving the given category; (2) cumulative gross transfers involving the given category that exceed the current Cash Value; and (3) two or more “round-trips” involving any Portfolio in the given category. A round-trip generally is defined as a transfer in followed by a transfer out within the next seven calendar days or a transfer out followed by a transfer in within the next seven calendar days, in either case subject to certain other criteria. We do not believe that other Portfolios present a significant opportunity to engage in arbitrage trading and therefore do not monitor transfer activity in those Portfolios. We may change the Monitored Portfolios at any time without notice in our sole discretion.

As a condition to making their Portfolios available in our products, American Funds requires us to treat all American Funds Portfolios as Monitored Portfolios under our current frequent transfer policies and procedures. Further, American Funds requires us to impose additional specified monitoring criteria for all American Funds Portfolios available under the Policy, regardless of the potential for arbitrage trading. We are required to monitor transfer activity in American Funds Portfolios to determine if there were two or more transfers in followed by transfers out, in each case of a certain dollar amount or greater, in any 30-day period. A first violation of the American Funds monitoring policy will result in a written notice of violation; each additional violation will result in the imposition of a six-month restriction, during which period we will require all transfer requests to or from an American Funds Portfolio to be submitted with an original signature. Further, as Monitored Portfolios, all American Funds Portfolios also will be subject to our current frequent transfer policies, procedures and restrictions (described below), and transfer restrictions may be imposed upon a violation of either monitoring policy.

Our policies and procedures may result in transfer restrictions being applied to deter frequent transfers. Currently, when we detect transfer activity in the Monitored Portfolios that exceeds our current transfer limits, we require

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future transfer requests to or from any Monitored Portfolios or other identified Portfolios under that Policy to be submitted in writing with an original signature. A first occurrence will result in a warning letter; a second occurrence will result in the imposition of the restriction for a six-month period; a third occurrence will result in the permanent imposition of the restriction. Transfers made under an Automated Investment Strategy are not treated as transfers when we monitor the frequency of transfers.

The detection and deterrence of harmful transfer activity involves judgments that are inherently subjective, such as the decision to monitor only those Portfolios that we believe are susceptible to arbitrage trading or the determination of the transfer limits. Our ability to detect and/or restrict such transfer activity may be limited by operational and technological systems, as well as our ability to predict strategies employed by Policy Owners to avoid such detection. Our ability to restrict such transfer activity also may be limited by provisions of the Policy. Accordingly, there is no assurance that we will prevent all transfer activity that may adversely affect Policy Owners and other persons with interests in the Policies. We do not accommodate frequent transfers in any Portfolio and there are no arrangements in place to permit any Policy Owner to engage in frequent transfers. We apply our policies and procedures without exception, waiver, or special arrangement.

The Portfolios may have adopted their own policies and procedures with respect to frequent transfers in their respective shares, and we reserve the right to enforce these policies and procedures. For example, Portfolios may assess a redemption fee (which we reserve the right to collect) on shares held for a relatively short period. The prospectuses for the Portfolios describe any such policies and procedures, which may be more or less restrictive than the policies and procedures we have adopted. Although we may not have the contractual authority or the operational capacity to apply the frequent transfer policies and procedures of the Portfolios, we have entered into a written agreement, as required by SEC regulation, with each Portfolio or its principal underwriter that obligates us to provide to the Portfolio promptly upon request certain information about the trading activity of individual Policy Owners, and to execute instructions from the Portfolio to restrict or prohibit further purchases or transfers by specific Policy Owners who violate the frequent transfer policies established by the Portfolio.

In addition, Policy Owners and other persons with interests in the Policies should be aware that the purchase and redemption orders received by the Portfolios generally are “omnibus” orders from intermediaries such as retirement plans or separate accounts funding variable insurance products. The omnibus orders reflect the aggregation and netting of multiple orders from individual owners of variable insurance products and/or individual retirement plan participants. The omnibus nature of these orders may limit the Portfolios in their ability to apply their frequent transfer policies and procedures. In addition, the other insurance companies and/or retirement plans may have different policies and procedures or may not have any such policies and procedures because of contractual limitations. For these reasons, we cannot guarantee that the Portfolios (and thus Policy Owners) will not be harmed by transfer activity relating to other insurance companies and/or retirement plans that may invest in the Portfolios. If a Portfolio believes that an omnibus order reflects one or more transfer requests from Policy Owners engaged in frequent trading, the Portfolio may reject the entire omnibus order.

In accordance with applicable law, we reserve the right to modify or terminate the transfer privilege at any time. We also reserve the right to defer or restrict the transfer privilege at any time that we are unable to purchase or redeem shares of any of the Portfolios, including any refusal or restriction on purchases or redemptions of their shares as a result of their own policies and procedures on frequent transfers (even if an entire omnibus order is rejected due to the frequent transfers of a single Policy Owner). You should read the Portfolio prospectuses for more details.

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Restrictions on Large Transfers

Large transfers may increase brokerage and administrative costs of the underlying Portfolios and may disrupt portfolio management strategy, requiring a Portfolio to maintain a high cash position and possibly resulting in lost investment opportunities and forced liquidations. We do not monitor for large transfers to or from Portfolios except where the portfolio manager of a particular underlying Portfolio has brought large transfer activity to our attention for investigation on a case-by-case basis. For example, some portfolio managers have asked us to monitor for “block transfers” where transfer requests have been submitted on behalf of multiple Policy Owners by a third party such as an investment adviser. When we detect such large trades, we may impose restrictions similar to those described above where future transfer requests from that third party must be submitted in writing with an original signature. A first occurrence will result in a warning letter; a second occurrence will result in the imposition of the restriction for a six-month period; a third occurrence will result in the permanent imposition of the restriction.

In addition to the foregoing, your right to make transfers is subject to limitations or modifications by us if we determine, in our sole opinion, that the exercise of the right by one or more Policy Owners with interests in the Divisions is, or would be, to the disadvantage of other Policy Owners. Restrictions may be applied in any manner reasonably designed to prevent any use of the transfer right that we consider to be to the disadvantage of other Policy Owners. A limitation or modification could be applied to transfers to and from one or more of the Divisions and could include, but is not limited to: (1) the requirement of a minimum time period between each transfer; (2) not accepting a transfer request from a third party acting under authorization on behalf of more than one Policy Owner; (3) limiting the dollar amount that may be transferred by an Policy Owner between Divisions at any one time; or (4) requiring that a transfer request be provided in writing and signed by the Policy Owner.

LOANS

You may borrow from your Policy at any time. The maximum amount you may borrow, calculated as of the date of the loan, is the greater of 75% of the Policy’s cash surrender value or:

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the Policy’s Cash Value, less

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any Policy loan balance, less

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loan interest due to the next Policy anniversary, less

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the most recent Monthly Deduction times the number of months to the next Policy anniversary, less

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any Surrender Charge, plus

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interest credited on the Cash Value at the guaranteed interest rate to the next Policy anniversary.

The minimum loan amount is $500. We make the loan as of the date when we receive a loan request. (See “Sending Communications and Payments To Us.”) You may increase your risk of lapse if you take a loan. You should contact our Designated Office or your registered representative for information on loan procedures.

A Policy loan reduces the Policy’s Cash Value in the Divisions and the Fixed Account by the amount of the loan. A loan repayment increases the Cash Value in the Divisions and the Fixed Account by the amount of the repayment. We attribute Policy loans to the Divisions and the Fixed Account in proportion to the Cash Value in each. We transfer Cash Value equal to the amount of the loan from the Divisions and the Fixed Account to the Loan Account (which is part of our general account).

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You may repay all or part of your loan at any time while the insured is still alive. When you make a loan repayment, we transfer an amount of Cash Value equal to the repayment from the Loan Account to the Divisions of the Separate Account and to the Fixed Account in proportion to the Cash Value in each. (See “Sending Communications and Payments To Us.”)

We guarantee that the interest rate charged on Policy loans will not be more than 4.0% per year in Policy years 1-10 and 3.0% per year thereafter.

Policy loan interest is due and payable annually on each Policy anniversary. If not paid when due, we add the interest accrued to the loan amount, and we transfer an amount of Cash Value equal to the unpaid interest from the Divisions and the Fixed Account to the Loan Account in the same manner as a new loan.

Cash Value in the Loan Account earns interest at not less than 3.0% per year and is transferred on each Policy anniversary to the Divisions and to the Fixed Account in proportion to the Cash Value in each. The interest credited will also be transferred: (1) when you take a new loan; (2) when you make a full or partial loan repayment; and (3) when the Policy enters the grace period.

The amount taken from the Policy’s Divisions as a result of a loan does not participate in the investment experience of the Divisions. Therefore, loans can permanently affect the death benefit and Cash Value of the Policy, even if repaid. In addition, we reduce any proceeds payable under a Policy by the amount of any outstanding loan plus accrued interest.

If a Policy loan is outstanding, it may be better to repay the loan than to pay a Premium, because the payment is subject to sales and Premium tax charges, and the loan repayment is not subject to charges. (See “Deductions from Premiums.”) If you want us to treat a payment as a loan repayment, it should be clearly marked as such.

A loan that is taken from, or secured by, a Policy may have tax consequences. A loan from or secured by a Policy that is not classified as a modified endowment contract should generally not be treated as a taxable distribution as long as the Policy stays in force. A tax adviser should be consulted when considering a loan.

LAPSE AND REINSTATEMENT

Lapse

In general, in any month that your Policy’s cash surrender value is not large enough to cover a Monthly Deduction, your Policy will be in default, and may lapse. However, you can prevent your Policy from lapsing, regardless of the amount of your cash surrender value, if the Premiums you pay are sufficient to keep the Guaranteed Minimum Death Benefit (“GMDB”) in effect.

The base Policy offers, at no additional charge, a five-year GMDB, a 20-year GMDB and a GMDB that lasts until the insured’s age 65. For an additional charge, you can add a Policy rider at issue that provides a GMDB to age 85 or a GMDB to age 121. All Policies are issued with a GMDB, which guarantees that the Policy will remain in force for at least five years if the required Guaranteed Minimum Death Benefit Monthly Premiums (“GMDB Monthly Premiums”) are paid when due. The five-year GMDB Monthly Premium is set forth in your Policy. It is the minimum initial periodic Premium you can pay into the Policy. Policies will be issued with the 20-year GMDB or the GMDB to age 65 to eligible Policy Owners who elect either of these GMDBs at issue.

The GMDB Monthly Premium varies depending on the guarantee period, the insured’s age, sex (except for unisex Policies), smoking status and risk class, the Policy’s face amount and the death benefit option chosen. The GMDB

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Monthly Premium may change in the event that any of the following events occur: an increase or decrease in the base Policy face amount; adding, deleting or changing a rider; a change in death benefit option or the insured’s risk class; or a misstatement of the insured’s age or sex in the Policy application.

On each monthly anniversary we test the Policy to determine if the cumulative Premiums you have paid, less any partial withdrawals or outstanding loans you have taken, equal or exceed the sum of the GMDB Monthly Premiums due to date for the GMDB you selected. If you meet this test, the GMDB you selected will be in effect. However, even if you have not elected the 20-year GMDB or the GMDB to age 65, if the amount of Premiums you pay into the Policy for each Policy month since the Policy Date is sufficient to meet the requirements of the 20-year GMDB or the GMDB to age 65, in your third annual statement we will notify you that the applicable GMDB is in effect. Conversely, if you have elected the 20-year GMDB or the GMDB to age 65 and your Premium payments are insufficient to satisfy the GMDB Monthly Premium requirements, we will notify you that your GMDB will be reduced to the five-year GMDB, the GMDB to age 65, or the 20-year GMDB, as applicable, unless you pay sufficient Premiums within 62 days to meet the requirements of the GMDB you originally selected. If, during the first five Policy years, you fail to pay sufficient Premiums to keep the five-year GMDB in effect, we will notify you that the GMDB will terminate within 62 days if you fail to pay the required Monthly Premiums. If the guarantee provided by the GMDB terminates, the Policy will continue in force for as long as there is cash surrender value sufficient to pay the Monthly Deduction. If the GMDB terminates, you may reinstate it within nine months provided the Policy remains in force. In order to reinstate the GMDB, you must pay sufficient Premiums to satisfy the cumulative Premium requirement for the applicable GMDB (five-year, 20-year or to age 65) at the time of reinstatement.

If the GMDB is in effect and the Policy’s cash surrender value is insufficient to cover the Monthly Deduction, the Policy will not lapse. We will take the Monthly Deduction from the Policy’s Cash Value until the Cash Value has been reduced to zero. At that point, future Monthly Deductions will be waived for as long as the GMDB is in effect.

If the GMDB is not in effect and the cash surrender value is insufficient to pay the Monthly Deduction, the Policy will enter a 62-day grace period during which you will have an opportunity to pay a Premium sufficient to keep the Policy in force. The minimum amount you must pay is the lesser of three Monthly Deductions or, if applicable, the amount necessary to reinstate the GMDB. We will tell you the amount due. If you fail to pay this amount before the end of the grace period, the Policy will terminate.

Your Policy may also lapse if Policy loans plus accrued interest exceed the Policy’s Cash Value less the Surrender Charge. Your Policy may be protected against lapse in these circumstances if it has been in force for 15 years, the insured has attained age 75, and the other requirements for coverage under the Overloan Protection Rider are met. If your Policy is not so protected, we will notify you that the Policy is going to terminate. The Policy terminates without value unless you make a sufficient payment within the later of 62 days from the monthly anniversary immediately before the date when the excess loan occurs or 31 days after we mail the notice. If the Policy lapses with a loan outstanding, adverse tax consequences may result. (See “Tax Considerations.”)

Reinstatement

If your Policy has lapsed, you may reinstate it within three years after the date of lapse if the insured has not attained age 121. If more than three years have passed, you need our consent to reinstate. Reinstatement in all cases requires payment of certain charges described in the Policy and usually requires evidence of insurability that is satisfactory to us. If the Policy lapses and is reinstated during the first five Policy years, only the five-year GMDB will be reinstated. If the Policy lapses after the first five Policy years, the GMDB will terminate and cannot be reinstated. Under no circumstances can the GMDB provided by Policy rider be reinstated following a Policy lapse.

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If we deducted a Surrender Charge on lapse, we credit it back to the Policy’s Cash Value on reinstatement. The Surrender Charge on the date of reinstatement is the same as it was on the date of lapse. When we determine the Surrender Charge and other charges except cost of insurance and the Policy loan interest rate, we do not count the amount of time that a Policy was lapsed.

ADDITIONAL BENEFITS

In addition to the standard death benefit associated with your Policy, other standard and/or optional benefits may also be available to you. The following table summarizes information about those benefits. Information about the fees associated with each benefit included in the table may be found in the Fee Table. 

NAME OF BENEFIT	PURPOSE	IS BENEFIT STANDARD OR OPTIONAL?	BRIEF DESCRIPTION OF RESTRICTIONS OR LIMITATIONS
Children’s Term Insurance Rider	This rider provides term insurance on the lives of children of the insured	Optional	This rider may no longer be elected.
Waiver of Monthly Deduction Rider	This rider provides for waiver of Monthly Deductions in the event of the disability of the insured.	Optional	This rider may no longer be elected. You could not have elected both the Waiver of Monthly Deduction Rider and the Waiver of Specified Premium Rider
Waiver of Specified Premium Rider	This rider provides for waiver of a specified amount of monthly Premium in the event of the disability of the insured.	Optional	This rider may no longer be elected. You could not have elected both the Waiver of Monthly Deduction Rider and the Waiver of Specified Premium Rider
Option to Purchase Additional Insurance Coverage Rider	This rider allows the Policy Owner to purchase additional coverage on the insured without providing evidence of insurability.	Optional	Rider was available at the time that the Policy was issued and may not be added after issue.
Accidental Death Benefit.	This rider provides additional insurance equal to an amount stated in the Policy if the insured dies from an accident prior to age 70.	Optional	This rider may no longer be elected.
Acceleration of Death Benefit Rider	This rider allows a Policy Owner to accelerate payment of all or part of the Policy’s death benefit if the insured is terminally ill.	Optional	There are minimum and maximum amounts that the Policy Owner may accelerate. This benefit may reduce your death benefit by more than the amount of the accelerated payment.

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NAME OF BENEFIT	PURPOSE	IS BENEFIT STANDARD OR OPTIONAL?	BRIEF DESCRIPTION OF RESTRICTIONS OR LIMITATIONS
Guaranteed Survivor Income Benefit Rider	This rider provides the beneficiary with the option of exchanging the Policy’s death benefit for enhanced monthly income payments for life.	Optional	Rider was available at the time that the Policy was issued and may not be added after issue.
Guaranteed Minimum Death Benefit Rider	This rider provide provides for a guaranteed death benefit until the insured’s age 85 or the insured’s age 121.	Optional	Rider was available at the time that the Policy was issued and may not be added after issue.
Overloan Protection Rider	This rider provides protection from Policy lapse due to an excess Policy loan.	Optional	Rider was available at the time that the Policy was issued and may not be added after issue.
Equity GeneratorSM Automated Investment Strategy	Allows you to transfer the interest earned in the Fixed Account to any one of the Divisions on each monthly anniversary.	Standard	Only one automated investment strategy may be in effect at a time.
AllocatorSM Automated Investment Strategy	Allows you to systematically transfer Cash Value from the Fixed Account or any one Division to any other Divisions.	Standard	Only one automated investment strategy may be in effect at a time. You must select a dollar amount that would allow transfers to continue for at least three months.
Enhanced Dollar Cost Averager	With the Enhanced Dollar Cost Averager, Cash Value is transferred from the EDCA fixed account to the Divisions monthly.	Standard	Only one automated investment strategy may be in effect at a time. The amount transferred each month to the Divisions equals the total amount earmarked for the strategy divided by 12.
RebalancerSM	The Rebalancer allows your Policy’s Cash Value to be automatically redistributed on a quarterly basis among the Divisions and the Fixed Account in accordance with the allocation percentages you have selected.	Standard	Only one automated investment strategy may be in effect at a time.

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NAME OF BENEFIT	PURPOSE	IS BENEFIT STANDARD OR OPTIONAL?	BRIEF DESCRIPTION OF RESTRICTIONS OR LIMITATIONS
Index SelectorSM	The Index Selector allows you to choose one of five asset allocation models which are designed to correlate to various risk tolerance levels.	Standard	Only one automated investment strategy may be in effect at a time. You may not elect Index Selector unless you purchased the Policy prior to July 1, 2016 through a registered representative of one of our formerly affiliated broker-dealers.
Single Life Income Benefit	Rather than receiving a lump sum death benefit upon the death of the insured, we pay proceeds in equal monthly installments for the life of the payee.	Optional	This is a fixed benefit options and is not affected by the investment experience of the Separate Account. Once payments under an option begin, withdrawal rights may be restricted.
Single Life Income —  10-Year Guaranteed Payment Period Income Benefit	Rather than receiving a lump sum death benefit upon the death of the insured, we pay proceeds in equal monthly installments during the life of the payee, with a guaranteed payment period of 10 years.	Optional	This is a fixed benefit options and is not affected by the investment experience of the Separate Account. Once payments under an option begin, withdrawal rights may be restricted.
Joint and Survivor Life Income — 10-Year Guaranteed Payment Period Income Benefit	Rather than receiving a lump sum death benefit upon the death of the insured, we (i) pay proceeds in equal monthly installments (a) while either of two payees is living, or (b) while either of the two payees is living, but for at least 10 years	Optional	This is a fixed benefit options and is not affected by the investment experience of the Separate Account. Once payments under an option begin, withdrawal rights may be restricted.

Additional Insurance Benefits: Below are descriptions of the optional insurance benefits that can be added by rider.

Children’s Term Insurance Rider. This rider may no longer be elected. The Children’s Term Insurance Rider provides term insurance coverage on each child, stepchild or legally adopted child of the insured who are at least 15 days old and under age 18 on the date of application for this rider. At issue, all eligible children who are listed on the application will be covered. Any children who are listed on the application but are not at least 15 days old will become eligible children when they become 15 days old. Additional children, either born or legally adopted after issue, will be covered automatically, as they become eligible. Coverage for each insured child begins at age 15 days or the date of adoption if later and ends for each eligible child at age 25.

For example, a base policy with a face amount of $40,000 could have a Children’s Term Insurance Rider that covers 3 children with a term face amount of $5,000 each.

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Waiver of Monthly Deduction Rider. This rider may no longer be elected. The Waiver of Monthly Deduction Rider provides that after the Company receives proof that the insured has been totally disabled for a continuous period of at least 6 months, monthly deductions will be waived. You could not have elected both the Waiver of Monthly Deduction Rider and the Waiver of Specified Premium Rider.

For example, if the monthly deductions for a policy were $150, we would waive $150 per month starting from the date the total disability rider is triggered (e.g. proof of total disability for a continuous period of 6 months) until the end of the disability.

Waiver of Specified Premium Rider. This rider may no longer be elected. This rider which provides for waiver of a specified amount of monthly Premium in the event of the disability (as defined in the rider) of the insured. You could not have elected both the Waiver of Monthly Deduction Rider and the Waiver of Specified Premium Rider.

For example, the specified monthly Premium amount of $500 that was chosen on the application will be applied to the policy as Premium when the insured becomes disabled as defined in the rider until the end of the disability. Applicable Premium loads will apply to each such Premium payment.

Options to Purchase Additional Insurance Coverage Rider. This rider was available at the time that the Policy was issued and may not be added after issue. This rider guarantees the right to increase the face amount of the original Policy or purchase additional permanent life insurance policies, on the life of the insured at set option dates, without evidence of insurability.

For example, if the insured was age 25 at the time of issue, they can request a face increase of $10,000 during the 5th Policy year of the policy without underwriting.

Accidental Death Benefit Rider. This rider may no longer be elected. This rider provides additional insurance equal to an amount stated in the Policy if the insured dies from an accident prior to age 70. It also provides an additional amount equal to twice the stated amount if the insured dies from an accident occurring while the insured is a fare-paying passenger on a common carrier.

For example, if the base face amount of the policy is $250,000 and the Accidental Death Benefit face amount is $100,000, we will pay a death benefit of $350,000 if an accident caused the insured’s death.

Acceleration of Death Benefit Rider. This rider allows a Policy Owner to accelerate payment of all or part of the Policy’s death benefit if the insured is terminally ill. In calculating the Accelerated Death Benefit, we assume that death occurs one year from the date of claim and we discount the future death benefit using an interest rate not to exceed the greater of (1) the current yield on 90-day Treasury bills, and (2) the maximum Policy loan interest rate under the Policy. In exercising the benefit, the Policy Owner must accelerate at least $50,000 (or 25% of the death benefit, if less), but not more than the greater of $250,000 or 10% of the death benefit. This rider may be exercised once.

For example, if a Policy Owner accelerated the death benefit of a Policy with a face amount of $1,000,000, the maximum amount that could be accelerated would be $250,000. Assuming an interest rate of 6%, the present value of the benefit would be $235,849. If we exercised our reserved right to impose a $150 processing fee, the benefit payable would be $235,849 less $150, or $235,699.

Guaranteed Survivor Income Benefit Rider. This rider was available at the time that the Policy was issued and may not be added after issue. This rider provides the beneficiary with the option of exchanging the Policy’s death benefit for enhanced monthly income payments for life.

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For Example, if the Beneficiary is a 50 year old Male that chooses the Life Income settlement option, they will receive a rate of 4.68% with this rider. Without the rider, the rate would be 2.83%.

Guaranteed Minimum Death Benefit Rider. This rider was available at the time that the Policy was issued and may not be added after issue. This rider guarantees that the Policy will not lapse prior to attained age 85 or attained age 121 of the insured, regardless of investment performance as long as the guarantee premium requirements are paid.

For example, if the policyholder pays the minimum Premium as stated in the rider form of $150 per month, their policy will not lapse even if the cash surrender value is negative.

Overloan Protection Rider. This rider was available at the time that the Policy was issued and may not be added after issue. This rider is designed to prevent a Policy from lapsing due to indebtedness, and thus avoid any tax consequences associated with this scenario, by providing a guaranteed paid-up insurance benefit.

For example, the rider can be exercised if the insured is attained age 75 or greater. It can be exercised when the Policy Debt (loan plus loan interest) is greater than 95% of the policy Account Value, but not greater than 99.5% of the Policy Account Value after the deduction of the rider charge. The Policy Owner will receive a guaranteed paid-up insurance benefit. If the Policy Owner is 76 and has a $90,000 Specified Face Amount and has borrowed $95,000 of their $100,000 Account value, then the Policy Owner can exercise the option and receive a $90,000 paid up insurance benefit.

Automated Investment Strategies: You can choose one of five automated investment strategies. You can change or cancel your choice at any time. These automated investment strategies allow you to take advantage of investment fluctuations, but none assures a profit nor protects against a loss. Because certain strategies involve continuous investment in securities regardless of fluctuating price levels of such securities, you should consider your financial ability to continue purchases through periods of fluctuating price levels.

We reserve the right to modify or terminate any of the automated investment strategies for any reason, including, without limitation, a change in regulatory requirements applicable to such programs. For more information about the automated investment strategies, please contact your registered representative.

Equity GeneratorSM. The Equity Generator allows you to transfer the interest earned in the Fixed Account to any one of the Divisions on each monthly anniversary. The interest earned in the month must be at least $20 in order for the transfer to take place. If less than $20 is earned, no transfer will occur, and the interest not transferred cannot be counted towards the next month’s minimum.

For example if you earn $50 of interest on amounts that you have allocated to the Fixed Account, that amount will be automatically transferred to the Division of your choice on the monthly anniversary.

AllocatorSM. The Allocator allows you to systematically transfer Cash Value from the Fixed Account or any one Division (the “source fund”) to any number of Divisions. The transfers will take place on each monthly anniversary. You can choose to transfer a specified dollar amount (1) for a specified number of months, or (2) until the source fund is depleted. In either case, you must select a dollar amount that would allow transfers to continue for at least three months.

For example you may choose to systematically transfer $1,200 to a Division of your choice over 12 months and on each monthly anniversary for 12 months, we will transfer $100 to the Division.

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Enhanced Dollar Cost Averager. With the Enhanced Dollar Cost Averager, Cash Value is transferred from the EDCA fixed account to the Divisions monthly. You elect the EDCA at issue and select the total dollar amount of Cash Value to be transferred. The Cash Value earmarked for the strategy is held in the EDCA fixed account where it may be credited with a rate of interest that is higher than the Fixed Account’s current crediting rate. The amount transferred each month to the Divisions equals the total amount earmarked for the strategy divided by 12.

For example, if you elected the EDCA at issue and selected $12,000 of Cash Value to be transferred to the Divisions that you choose, we would have transfered $1,000 each month for 12 months.

RebalancerSM. The Rebalancer allows your Policy’s Cash Value to be automatically redistributed on a quarterly basis among the Divisions and the Fixed Account in accordance with the allocation percentages you have selected.

For example, if you allocated 25% to each of four Divisions, at the end of each quarter, we will transfer amounts among those four Divisions so that 25% of your Policy’s Cash Value is in each Division.

Index SelectorSM. The Index Selector allows you to choose one of five asset allocation models which are designed to correlate to various risk tolerance levels. Based on your selection, we allocate 100% of your Cash Value among the five Divisions that invest in the five index Portfolios available under the Policy (the MetLife Aggregate Bond Index, MetLife MSCI EAFE Index, MetLife Stock Index, MetLife Mid Cap Stock Index and MetLife Russell 2000 Index Portfolios) and the Fixed Account. If you change your allocation of net Premiums the Index Selector strategy, including the rebalancing feature, will be terminated.

We will continue to implement the Index Selector strategy using the percentage allocations of the model that was in effect when you elected the Index Selector strategy. You should consider whether it is appropriate for you to continue using this strategy over time if your risk tolerance, time horizon or financial situation changes. The asset allocation models used in Index Selector may change from time to time. If you are interested in an updated model, please contact your registered representative.

You may not elect Index Selector unless you purchased the Policy prior to July 1, 2016 through a registered representative of one of our formerly affiliated broker-dealers MetLife Securities, Inc. or New England Securities Corporation. However, ask your registered representative how you might design a similar investment strategy using Rebalancer.

For example, on a quarterly basis, we will redistribute your Cash Value among these Divisions and the Fixed Account in order to return your Cash Value to the original allocation percentages.

Payment Options: We pay the Policy’s death benefit and Cash Surrender Value in one sum unless you or the payee choose a payment option for all or part of the proceeds. You can choose a combination of payment options. You can make, change or revoke the selection of payee or payment option before the death of the insured. You can contact your registered representative or our Designated Office for the procedure to follow. The payment options available are fixed benefit options only and are not affected by the investment experience of the Separate Account. Once payments under an option begin, withdrawal rights may be restricted. Even if the death benefit under the Policy is excludible from income, payments under Payment Options may not be excludible in full. This is because earnings on the death benefit after the insured’s death are taxable and payments under the Payment Options generally include such earnings. You should consult a tax adviser as to the tax treatment of payments under Payment Options.

The following payment options are available:

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(i)

Single Life Income. We pay proceeds in equal monthly installments for the life of the payee.

For example, if, upon the insured’s death, the beneficiary elects to receive the insurance proceeds under this option, we will pay equal monthly installments to the beneficiary for their life. Because there is no guaranteed payment period, all payments will cease upon the beneficiary's death and therefore the beneficiary could receive a lower amount than under the other options in the event the beneficiary dies earlier than the guarantee period available under the other options. For example, if the beneficiary who elected this option died after receiving one monthly payment, the remainder of the death benefit would not be paid.

(ii)

Single Life Income — 10-Year Guaranteed Payment Period. We pay proceeds in equal monthly installments during the life of the payee, with a guaranteed payment period of 10 years.

For example, if, upon the insured’s death, the beneficiary elects to receive the insurance proceeds under this option, we will pay equal monthly installments to the beneficiary for their life or if the beneficiary dies in year 8, we will pay the new beneficiary for the remaining 2 years.

(iii)

Joint and Survivor Life Income — 10-Year Guaranteed Payment Period. We pay proceeds in equal monthly installments (a) while either of two payees is living, or (b) while either of the two payees is living, but for at least 10 years.

For example, if, upon the insured’s death, the beneficiaries elects to receive the insurance proceeds under this option, we will pay equal monthly installments to the beneficiaries for their life. If one of the beneficiaries dies in year 5 we will continue to pay the surviving beneficiary. If the surviving beneficiary dies in year 8, we will pay the new beneficiary for the remaining 2 years.

THE FIXED ACCOUNT

You may allocate net Premiums and transfer Cash Value to the Fixed Account, which is part of MetLife’s general account. Because of exemptive and exclusionary provisions in the Federal securities laws, interests in the Fixed Account are not registered under the Securities Act of 1933 (the “1933 Act”). Neither the Fixed Account nor the general account is registered as an investment company under the Investment Company Act of 1940. Therefore, neither the Fixed Account, the general account nor any interests therein are generally subject to the provisions of these Acts. This disclosure may, however, be subject to certain provisions of the Federal securities laws on the accuracy and completeness of prospectuses.

General Description

Our general account includes all of our assets except assets in the Separate Account or in our other separate accounts. We decide how to invest our general account assets. Investments in the Policy are subject to the risks related to Metropolitan Life with respect to any death benefit or other guarantees (including Fixed Account guarantees) that MetLife make available under the Policy. Fixed Account allocations do not share in the actual investment experience of the general account. Instead, we guarantee that the Fixed Account will credit interest at an annual effective rate of at least 3%. We may or may not credit interest at a higher rate. We declare the current interest rate for the Fixed Account periodically. The Fixed Account earns interest daily. All obligations guarantees (including under the Fixed Account), and benefits of the Policy are subject to the claims paying ability of Metropolitan Life. If Metropolitan Life experiences financial distress, it may not be able to meet its obligations to you.

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Values and Benefits

Cash Value in the Fixed Account increases from net Premiums allocated and transfers to the Fixed Account and Fixed Account interest, and decreases from loans, partial withdrawals made from the Fixed Account, charges and transfers from the Fixed Account. We deduct charges from the Fixed Account and the Policy’s Divisions in proportion to the amount of Cash Value in each. (See “Monthly Deduction from Cash Value.”) A Policy’s total Cash Value includes Cash Value in the Separate Account, the Fixed Account, and any Cash Value held in the Loan Account due to a Policy loan.

Cash Value in the Fixed Account is included in the calculation of the Policy’s death benefit in the same manner as the Cash Value in the Separate Account. (See “Death Benefits.”)

Policy Transactions

Except as described below, the Fixed Account has the same rights and limitations regarding Premium allocations, transfers, loans, surrenders and partial withdrawals as the Separate Account. The following special rules apply to the Fixed Account.

You may transfer Cash Value from the Fixed Account to the Separate Account. The amount of any transfer must be at least $50, unless the balance remaining would be less than $50, in which case you may withdraw or transfer the entire Fixed Account Cash Value. You may withdraw Cash Value from the Fixed Account. The amount of any partial withdrawal, net of applicable Surrender Charges, must be at least $500. No amount may be withdrawn from the Fixed Account that would result in there being insufficient Cash Value to meet any Surrender Charges that would be payable immediately following the withdrawal upon the surrender of the remaining Cash Value in the Policy. We reserve the right to only allow transfers and withdrawals from the Fixed Account during the 30-day period that follows the Policy anniversary. The total amount of transfers and withdrawals in a Policy year may not exceed the greater of (a) 25% of the Policy’s Cash Surrender Value in the Fixed Account at the beginning of the Policy year, (b) the previous Policy year’s maximum allowable withdrawal amount, and (c) 100% of the Cash Surrender Value in the Fixed Account if withdrawing the greater of (a) and (b) would result in a Fixed Account balance of $50 or less. We are not currently imposing the maximum limit on transfers and withdrawals from the Fixed Account, but we reserve the right to do so.

There is currently no transaction charge for partial withdrawals or transfers. We reserve the right to limit partial withdrawals to 12 and transfers to four in a Policy year and to impose a charge of $25 for each partial withdrawal or transfer. We may revoke or modify the privilege of transferring amounts to the Fixed Account at any time. We may also modify the privilege of transferring amounts from the Fixed Account at any time. Partial withdrawals will result in the imposition of any applicable Surrender Charges.

Unless you request otherwise, a Policy loan reduces the Policy’s Cash Value in the Divisions and the Fixed Account proportionately. We allocate all loan repayments in the same proportion that the Cash Value in each Division and the Fixed Account bears to the Policy’s total unloaned Cash Value. The amount transferred from the Policy’s Divisions and the Fixed Account as a result of a loan earns interest at an effective rate of at least 3% per year, which we credit to the Policy’s Cash Value in the Divisions and the Fixed Account in proportion to the Policy’s Cash Value in each on the day it is credited.

We take partial withdrawals from the Policy’s Divisions and the Fixed Account in the same proportion that the Cash Value in each account bears to the Policy’s total unloaned Cash Value.

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We can delay transfers, surrenders, withdrawals and Policy loans from the Fixed Account for up to six months. We will not delay loans to pay Premiums on policies issued by us.

CHARGES

We make certain charges and deductions under the Policy. These charges and deductions compensate us for: (1) services and benefits we provide; (2) costs and expenses we incur; and (3) risks we assume.

Services and benefits we provide:

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the death benefit, cash, and loan benefits under the Policy

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investment options, including Premium allocations

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administration of elective options

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the distribution of reports to Policy Owners

Costs and expenses we incur:

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costs associated with processing and underwriting applications, and with issuing and administering the Policy (including any riders)

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overhead and other expenses for providing services and benefits

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sales and marketing expenses

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other costs of doing business, such as collecting Premiums, maintaining records, processing claims, effecting transactions, and paying federal, state, and local Premium and other taxes and fees

Risks we assume:

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that the cost of insurance charges we may deduct are insufficient to meet our actual claims because the insureds die sooner than we estimate

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that the cost of providing the services and benefits under the Policies exceed the charges we deduct

The amount of a charge may not necessarily correspond to the costs of the services or benefits that are implied by the name of the charge or that are associated with the particular Policy. For example, the sales charge and Surrender Charge may not fully cover all of our sales and distribution expenses, and we may use proceeds from other charges, including the Mortality and Expense Risk Charge and the cost of insurance charge, to help cover those expenses. We may profit from certain Policy charges.

Deductions from Premiums

Prior to the allocation of a Premium, we deduct a percentage of your Premium payment. We credit the remaining amount (the net Premium) to the Divisions and the Fixed Account according to your allocation instructions. The deductions we make from each Premium payment are the sales charge, the Premium tax charge, and the federal tax charge.

Sales Charge. We deduct a 2.25% sales charge from each Premium payment. This charge is to cover the cost of processing each premium.

Currently, the sales charge is only deducted from Premium payments that are less than or equal to the Target Premium.

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Premium Tax Charge. We deduct 2.0% from each Premium for Premium taxes and administrative expenses. Premium taxes vary from state to state, but we deduct a flat 2.0%, which is based on an average of such taxes. Administrative expenses covered by this charge include those related to Premium tax and certain other state filings.

Federal Tax Charge. We deduct 1.25% from each Premium for our Federal income tax liability related to Premiums. 

Example: The following chart shows the net amount that we would allocate to the Policy assuming a Premium payment of $4,000 (and a Target Premium of $2,000). 

Premium	Net Premium
$4,000	$4,000
	–175	(2.25% x $2,000) + (3.25% x $4,000) = total sales, Premium tax and Federal tax charges Net Premium
	$3,825

 

Surrender Charge

If, during the first ten Policy years, or during the first ten Policy years following a face amount increase, you surrender or lapse your Policy, reduce the face amount, or make a partial withdrawal or make a change in death benefit option that reduces the face amount, then we will deduct a Surrender Charge from the Cash Value to compensate us for costs associated with issuing the Policies. The maximum Surrender Charge is shown in your Policy.

No Surrender Charge will apply on up to 10% of the cash surrender value withdrawn each year.

The Surrender Charge depends on the face amount of your Policy and the Issue Age, sex (except for unisex policies), risk class and smoker status of the insured. The Surrender Charge remains level for an initial period following Policy issue (or following an increase in face amount), and then declines proportionately, on a monthly basis, until the last month of the tenth Policy year (or the tenth year following the face amount increase). The initial period during which the Surrender Charge remains level before it begins to decline will be at least one year, but no more than three years, and will be specified in your Policy.

The table below shows the maximum Surrender Charge that could apply under any Policy during the first Policy year (or the first year following a face amount increase) and in the last month of each Policy year thereafter. If your Policy is subject to the maximum Surrender Charge shown in the table for Policy Year 1, your Surrender Charge will begin to decline in the second Policy year (or the second year following the face amount increase), so that it will not exceed, in the last month of the second Policy year, the amount shown in the table for Policy Year 2. If your Policy is not subject to the maximum Surrender Charge in the first Policy year, then your Surrender Charge will remain level beyond the first Policy year (or the first year following a face amount increase), but in no event for more than three years. 

	For Policies which are Surrendered, Lapsed or Reduced During	The Maximum Surrender Charge per $1,000 of Base Policy Face Amount
Entire Policy Year	1	$38.25

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	For Policies which are Surrendered, Lapsed or Reduced During	The Maximum Surrender Charge per $1,000 of Base Policy Face Amount
Last Month of Policy Year	2	35.81
	3	32.56
	4	31.74
	5	29.84
	6	27.13
	7	24.42
	8	18.99
	9	9.50
	10	0.00

In the case of a face amount reduction or a partial withdrawal or change in death benefit option that results in a face amount reduction, we deduct any Surrender Charge that applies from the Policy’s remaining Cash Value in an amount that is proportional to the amount of the Policy’s face amount surrendered. (See “Reduction in Face Amount,” “Partial Withdrawal” and “Change in Death Benefit Option.”)

If you surrender the Policy (or a face amount increase) in the first Policy year (or in the first year following the face amount increase) we will deduct from the surrender proceeds an amount equal to the remaining first year Coverage Expense Charges. We reserve the right to also deduct an amount equal to the remaining first year Policy Charges. If you reduce the face amount of your Policy in the first year following a face amount increase, we will deduct from your Cash Value a proportionate amount of the remaining first year Coverage Expense Charges, based on the ratio of the face amount reduction to the Policy’s original face amount.

The Surrender Charge reduces the Policy’s Cash Value in the Divisions and the Fixed Account in proportion to the amount of the Policy’s Cash Value in each. However, if you designate the accounts from which a partial withdrawal is to be taken, the charge will be deducted proportionately from the Cash Value of the designated accounts.

Partial Withdrawal Charge

We reserve the right to impose a $25 processing charge on each partial withdrawal. If imposed, this charge would compensate us for administrative costs in generating the withdrawn payment and in making all calculations that may be required because of the partial withdrawal. We are currently waiving this charge.

Transfer Charge

We reserve the right to impose a $25 processing charge on each transfer between Divisions or between a Division and the Fixed Account to compensate us for the costs of processing these transfers. If imposed, transfers under one of our Automated Investment Strategies would not count as transfers for the purpose of assessing this charge. We are currently waiving this charge.

Illustration of Benefits Charge

We reserve the right to impose a $25 charge for each illustration of Policy benefits that you request in excess of one per year. If imposed, this charge would compensate us for the cost of preparing and delivering the illustration to you. We are currently waiving this charge.

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Monthly Deduction from Cash Value

On the first day of each Policy month, we deduct the “Monthly Deduction” from your Cash Value.

•

If your Policy is protected against lapse by a Guaranteed Minimum Death Benefit, we make the Monthly Deduction each month regardless of the amount of your cash surrender value. If your cash surrender value is insufficient to pay the Monthly Deduction in any month, your Policy will not lapse. (See “Lapse and Reinstatement.”)

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If a Guaranteed Minimum Death Benefit is not in effect, and the cash surrender value is not large enough to cover the entire Monthly Deduction, we will make the deduction to the extent Cash Value is available, but the Policy will be in default, and it may lapse. (See “Lapse and Reinstatement.”)

There is no Monthly Deduction on or after the Policy anniversary when the insured attains age 121.

The Monthly Deduction reduces the Cash Value in each Division and in the Fixed Account (and, if applicable, in the EDCA account) in proportion to the Cash Value in each. However, you may request that we charge the Monthly Deduction to a specific Division or to the Fixed Account. If, in any month, the designated account has insufficient Cash Value to cover the Monthly Deduction, we will first reduce the designated account Cash Value to zero and then charge the remaining Monthly Deduction to all Divisions and, if applicable, the Fixed Account, in proportion to the Cash Value in each.

The Monthly Deduction includes the following charges:

Policy Charge. The Policy Charge is equal to $15 per month in the first Policy year and $8 per month thereafter. The Policy Charge is $12 per month in the first Policy year and $9 per month thereafter for Policies issued with face amounts of less than $50,000. No Policy Charge applies to Policies issued with face amounts equal to or greater than $250,000. The Policy Charge compensates us for administrative costs such as record keeping, processing death benefit claims and Policy changes, preparing and mailing reports, and overhead costs.

Coverage Expense Charge. We impose a monthly charge for the costs of underwriting, issuing (including sales commissions), and administering the Policy or the face amount increase. The monthly charge is imposed on the base Policy face amount and varies by the base Policy’s face amount and duration, and by the insured’s issue age, smoking status, risk class (at the time the Policy or a face amount increase is issued), and, except for unisex Policies, the insured’s sex. Currently, we only impose the Coverage Expense Charge during the first eight Policy years, and during the first eight years following a requested face amount increase. The current maximum coverage expenses charge that we may impose is $2.30 per $1,000 of base Policy face amount and the minimum coverage expense charge that we may impose is $0.04 per $1,000 of base Policy face amount.

Monthly Charges for the Cost of Insurance. This charge covers the cost of providing insurance protection under your Policy. The cost of insurance charge for a Policy month is equal to the “amount at risk” under the Policy, multiplied by the cost of insurance rate for that Policy month. We determine the amount at risk on the first day of the Policy month. The amount at risk is the amount by which the death benefit (generally discounted at the monthly equivalent of 3% per year) exceeds the Policy’s Cash Value. The amount at risk is affected by investment performance, loans, Premium payments, fees and charges, partial withdrawals and face amount reductions.

The guaranteed cost of insurance rates for a Policy depend on the insured’s

•

smoking status

•

risk class

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•

attained age

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sex (if the Policy is sex-based).

The current cost of insurance rates will depend on the above factors, plus

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the insured’s age at issue (and at the time of any face amount increase)

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the Policy year (and the year of any face amount increase)

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the Policy’s face amount.

We guarantee that the rates for underwritten Policies will not be higher than rates based on

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the 2001 Commissioners Standard Ordinary Mortality Tables (the “2001 CSO Tables”) with smoker/ nonsmoker modifications, for Policies issued on non-juvenile insureds (age 18 and above at issue), adjusted for substandard ratings or flat extras, if applicable

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the 2001 CSO Aggregate Tables (Nonsmoker Tables for attained age 16 and older), for Policies issued on juvenile insureds (below age 18 at issue).

The actual rates we use may be lower than the maximum rates, depending on our expectations about our future mortality and expense experience, lapse rates, taxes and investment earnings. We review the adequacy of our cost of insurance rates and other non-guaranteed charges periodically and may adjust them. Any change will apply prospectively.

The risk classes we use are

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for Policies issued on non-juvenile insureds: preferred smoker, standard smoker, rated smoker, elite nonsmoker, preferred nonsmoker, standard nonsmoker, and rated nonsmoker.

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for Policies issued on juvenile insureds: standard and rated (with our consent).

Rated Policies have higher cost of insurance deductions. We base the guaranteed maximum mortality charges for substandard ratings on multiples of the 2001 CSO Tables.

The following standard or better smoker and non-smoker classes are available for underwritten Policies:

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elite nonsmoker for Policies with face amounts of $250,000 or more where the issue age is 18 through 80;

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preferred smoker and preferred nonsmoker for Policies with face amounts of $100,000 or more where the issue age is 18 through 80;

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standard smoker and standard nonsmoker for Policies with face amounts of $50,000 or more ($25,000 for pension plans) where the issue age is 18 through 85.

The elite nonsmoker class generally offers the best current cost of insurance rates, and the preferred classes generally offer better current cost of insurance rates than the standard classes.

Cost of insurance rates are generally lower for nonsmokers than for smokers and generally lower for females than for males. Within a given risk class, cost of insurance rates are generally lower for insureds with lower issue ages. For Policies sold in connection with some employee benefit plans, cost of insurance rates (and Policy values and benefits) do not vary based on the sex of the insured.

We may offer Policies on a guaranteed issue basis to certain group or sponsored arrangements. We issue these Policies up to predetermined face amount limits. Because we issue these Policies based on minimal underwriting

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information, they may present a greater mortality cost to us than Policies issued in a standard class. Therefore, these Policies will be issued with a risk class of standard smoker or standard nonsmoker, but will be subject to an additional flat extra charge. However, the overall cost of insurance deduction for a Policy issued on a guaranteed issue basis will not exceed the maximum cost of insurance deduction imposed under fully underwritten Policies. The current maximum amount that we may charge for the cost of insurance is $83.33 per $1,000 of net amount at risk and the minimum that we may charge for the cost of insurance is $0.01 of net amount at risk.

Charges for Additional Benefits. We charge monthly for the cost of any additional rider benefits (other than for the Acceleration of Death Benefit and the Overloan Protection Riders, for which we deduct a one-time fee at the time of exercise) as described in the rider form.

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Guaranteed Survivor Income Benefit Rider: We impose a monthly charge for the benefit. The charge varies based on individual characteristics, including the rider’s eligible death benefit and the insured’s age, risk class, and (except for unisex Policies) sex. The rider charge may not be representative of the charge that a particular Policy Owner would pay. The current maximum charge for this rider is $1.08 per $1,000 of eligible death benefit and the current minimum charge is $0.01 per $1,000 of eligible death benefit.

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Children’s Term Insurance Rider: We impose a monthly charge for the benefit. The current charge is $0.40 per $1,000 of rider face amount.

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Waiver of Monthly Deduction Rider: We impose a monthly charge for the benefit. The charge varies based on individual characteristics, including the rider’s eligible death benefit and the insured’s age, risk class, and (except for unisex Policies) sex. The rider charge may not be representative of the charge that a particular Policy Owner would pay. The current maximum charge for this rider is $51.44 per $100 of monthly deduction and the current minimum charge is $0.00 per $100 of monthly deduction.

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Waiver of Specified Premium Rider: We impose a monthly charge for the benefit. The charge varies based on individual characteristics, including the rider’s eligible death benefit and the insured’s age, risk class, and (except for unisex Policies) sex. The rider charge may not be representative of the charge that a particular Policy Owner would pay. The current maximum charge for this rider is $21.74 of specified Premium and the current minimum charge is $0.00 of specified Premium.

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Option to Purchase Additional Insurance Coverage Rider: We impose a monthly charge for the benefit. The charge varies based on individual characteristics, including the rider’s eligible death benefit and the insured’s age, risk class, and (except for unisex Policies) sex. The rider charge may not be representative of the charge that a particular Policy Owner would pay. The current maximum charge for this rider is, $0.25 per $1,000 of option amount specified by the Policy Owner and the current minimum charge is $0.02 per $1,000 of option amount specified by the Policy Owner.

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Accidental Death Benefit Rider: We impose a monthly charge for the benefit. The charge varies based on individual characteristics, including the rider’s eligible death benefit and the insured’s age, risk class, and (except for unisex Policies) sex. The rider charge may not be representative of the charge that a particular Policy Owner would pay. The current maximum charge for this rider is, $0.34 per $1,000 of rider face amount and the current minimum charge is $0.00 per $1,000 of rider face amount.

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Guaranteed Minimum Death Benefit Rider: We impose a monthly charge for the benefit. The charge varies based on individual characteristics, including the rider’s eligible death benefit and the insured’s age, risk class, and (except for unisex Policies) sex. The rider charge may not be representative of the charge that a particular Policy Owner would pay. The current maximum charge for this rider is, $0.14 per $1,000 of net amount at risk and the current minimum charge is $0.03 per $1,000 of net amount at risk.

Mortality and Expense Risk Charge. We impose a monthly charge for our mortality and expense risks.

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The mortality risk we assume is that insureds may live for shorter periods of time than we estimated. The expense risk is that our costs of issuing and administering the Policies may be more than we estimated. The charge is imposed on the Cash Value in the Separate Account, but the rate we charge is determined by the Cash Value in the Separate Account and the Fixed Account. The rate is determined on each monthly anniversary and varies based on the Policy year and the Policy’s net Cash Value in relation to the Policy’s Target Premium. As shown in the table below, the rate declines as the Policy’s net Cash Value and the Policy years increase. The charge is guaranteed not to exceed 0.80% in Policy years 1-10, 0.35% in Policy years 11-19, 0.20% in Policy years 20-29 and 0.05% thereafter. 

Policy Year	Net Cash Value	Charge Applied to Cash Value in Separate Account
1– 10	˂ 5 target premiums 5 but ˂ 10 target premiums 10 but ˂ 20 target premiums 20 target premiums or more	0.60% 0.55% 0.30% 0.15%
11– 19	˂ 5 target premiums 5 but ˂ 10 target premiums 10 but ˂ 20 target premiums 20 target premiums or more	0.35% 0.30% 0.15% 0.10%
20– 29	˂ 5 target premiums 5 but ˂ 10 target premiums 10 but ˂ 20 target premiums 20 target premiums or more	0.20% 0.15% 0.10% 0.05%
30+		0.05%

Loan Interest Spread

We charge you interest on a loan at a maximum effective rate of 4.0% per year in Policy years 1-10 and 3.0% per year thereafter, compounded daily. We also credit interest on the amount we take from the Policy’s accounts as a result of the loan at a minimum annual effective rate of 3% per year, compounded daily. As a result, the current loan interest spread will never be more than 1.00%.

Charges Against the Portfolios and the Divisions of the Separate Account

Charges for Income Taxes. We currently do not charge the Separate Account for income taxes, but in the future we may make such a charge, if appropriate. We have the right to make a charge for any taxes imposed on the Policies in the future. (See “MetLife’s Income Taxes.”)

Portfolio Charges. Charges are deducted from and expenses paid out of the assets of the Portfolios that are described in the prospectuses for those Portfolios. Each Portfolio pays an investment management fee to its investment manager. Each Portfolio also incurs other direct expenses. You bear indirectly your proportionate share of the fees and expenses of the Portfolios that correspond to the Divisions you are using.

TAX CONSIDERATIONS

Introduction

The following is a brief summary of some tax rules and includes information about different types of benefits, not all of which may be available under the Policy. Such discussion does not purport to be complete or to cover all tax

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situations. The summary does not address state, local or foreign tax issues related to the Policy. This discussion is not intended as tax advice. Counsel or other competent tax advisers should be consulted for more complete information. This discussion is based upon our understanding of the present Federal income tax laws. No representation is made as to the likelihood of continuation of the present Federal income tax laws or as to how they may be interpreted by the Internal Revenue Service. It should be further understood that the following discussion is not exhaustive and that special rules not described herein may be applicable in certain situations.

Tax Status of the Policy

In order to qualify as a life insurance contract for Federal income tax purposes and to receive the tax treatment normally accorded life insurance contracts under Federal tax law, a Policy must satisfy certain requirements which are set forth in the Internal Revenue Code. Guidance as to how these requirements are to be applied is limited. Nevertheless, we anticipate that the Policy should be deemed to be a life insurance contract under Federal tax law. However, if your Policy is issued on a substandard basis, there is additional uncertainty. Moreover, if you elect the Acceleration of Death Benefit Rider, the tax qualification consequences associated with continuing the Policy after a distribution is made under the rider are unclear. We may take appropriate steps to bring the Policy into compliance with applicable requirements, and we reserve the right to restrict Policy transactions in order to do so. The insurance proceeds payable on the death of the insured will never be less than the minimum amount required for the Policy to be treated as life insurance under section 7702 of the Internal Revenue Code, as in effect on the date the Policy was issued.

In some circumstances, Policy Owners of variable contracts who retain excessive control over the investment of the underlying separate account assets may be treated as the Policy Owners of those assets. Although published guidance in this area does not address certain aspects of the Policies, we believe that the Policy Owner should not be treated as the Policy Owner of the Separate Account assets. We reserve the right to modify the Policies to bring them into conformity with applicable standards should such modification be necessary to prevent Policy Owners from being treated as the Policy Owners of the underlying Separate Account assets.

In addition, the Code requires that the investments of the Separate Account be “adequately diversified” in order for the Policies to be treated as life insurance contracts for Federal income tax purposes. It is intended that the Separate Account, through the Portfolios, will satisfy these diversification requirements. If Portfolio shares are sold directly to either non-qualified plans or to tax-qualified retirement plans that later lose their tax qualified status, there could be adverse consequences under the diversification rules.

The following discussion assumes that the Policy will qualify as a life insurance contract for Federal income tax purposes.

Tax Treatment of Policy Benefits

In General. The death benefit under a Policy should generally be excludible from the gross income of the beneficiary for Federal income tax purposes.

In the case of employer-owned life insurance as defined in Section 101(j), the amount of the death benefit excludable from gross income is limited to Premiums paid unless the Policy falls within certain specified exceptions and a notice and consent requirement is satisfied before the Policy is issued. Certain specified exceptions are based on the status of an employee as highly compensated, a director, or recently employed. There are also exceptions for Policy proceeds paid to an employee’s heirs. These exceptions only apply if proper notice is given to the insured employee and consent is received from the insured employee before the issuance of the Policy.

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These rules apply to Policies issued August 18, 2006 and later and also apply to policies issued before August 18, 2006 if a material increase in the death benefit or other material change was made on or after August 18, 2006. An IRS reporting requirement applies to employer-owned life insurance subject to these rules. Because these rules are complex and will affect the tax treatment of death benefits, it is advisable to consult tax counsel.

The death benefit will also be taxable in the case of a transfer-for-value unless certain exceptions apply.

Federal, state and local estate, inheritance and other tax consequences of ownership, or receipt of Policy proceeds, depend on the circumstances of each Policy Owner or beneficiary. A tax adviser should be consulted on these circumstances.

Generally, the Policy Owner will not be deemed to be in constructive receipt of the Policy cash value until there is a distribution or a deemed distribution. When distributions from a Policy occur, or when loans are taken from or secured by a Policy, the tax consequences depend on whether the Policy is classified as a modified endowment contract (“MEC”).

Modified Endowment Contracts. Under the Internal Revenue Code, certain life insurance contracts are classified as modified endowment contracts, with less favorable income tax treatment than other life insurance contracts. Due to the Policy’s flexibility with respect to Premium payments and benefits, each Policy’s circumstances will determine whether the Policy is a modified endowment contract. In general a Policy will be classified as a modified endowment contract if the amount of Premiums paid into the Policy causes the Policy to fail the “7-pay test.” A Policy will fail the 7-pay test if at any time in the first seven Policy years, or seven years after a material change, the amount paid into the Policy exceeds the sum of the level premiums that would have been paid at that point under a Policy that provided for paid-up future benefits after the payment of seven level annual payments.

If there is a reduction in the benefits under the Policy during a 7-pay testing period, for example, as a result of a partial withdrawal, the 7-pay test will have to be reapplied as if the Policy had originally been issued at the reduced face amount. If there is a “material change” in the Policy’s benefits or other terms, even after the first seven Policy years, the Policy may have to be retested as if it were a newly issued Policy. A material change can occur, for example, when there is an increase in the death benefit or the receipt of an unnecessary premium. Unnecessary premiums are premiums paid into the Policy which are not needed in order to provide a death benefit equal to the lowest death benefit that was payable in the most recent 7-pay testing period. To prevent your Policy from becoming a modified endowment contract, it may be necessary to limit premium payments or to limit reductions in benefits. A current or prospective Policy Owner should consult a tax adviser to determine whether a Policy transaction will cause the Policy to be classified as a modified endowment contract. The IRS has promulgated a procedure for the correction of inadvertent modified endowment contracts that may provide relief in limited circumstances.

Distributions Other Than Death Benefits from Modified Endowment Contracts. Policies classified as modified endowment contracts are subject to the following tax rules:

(1)

All distributions other than death benefits, including distributions upon surrender and withdrawals, from a modified endowment contract will be treated first as distributions of gain taxable as ordinary income and as tax-free recovery of the Policy Owner’s investment in the Policy only after all gain has been distributed.

(2)

Loans taken from or secured by a Policy classified as a modified endowment contract are treated as distributions and taxed accordingly.

(3)

A 10 percent additional income tax is imposed on the amount subject to tax except where the distribution or loan is made when the Policy Owner has attained age 59 1∕2 or is disabled, or where the distribution is part of a

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series of substantially equal periodic payments for the life (or life expectancy) of the Policy Owner or the joint lives (or joint life expectancies) of the Policy Owner and the Policy Owner’s beneficiary. The foregoing exceptions generally do not apply to a Policy Owner which is a non-natural person, such as a corporation.

If a Policy becomes a modified endowment contract, distributions will be taxed as distributions from a modified endowment contract. In addition, distributions from a Policy within two years before it becomes a modified endowment contract will be taxed in this manner. This means that a distribution made from a Policy that is not a modified endowment contract could later become taxable as a distribution from a modified endowment contract.

Distributions Other Than Death Benefits from Policies that are not Modified Endowment Contracts.Distributions other than death benefits from a Policy that is not classified as a modified endowment contract are generally treated first as a non-taxable recovery of the Policy Owner’s investment in the Policy, and only after the recovery of all investment in the Policy as gain taxable as ordinary income. However, distributions during the first 15 Policy years accompanied by a reduction in Policy benefits, including distributions which must be made in order to enable the Policy to continue to qualify as a life insurance contract for Federal income tax purposes, are subject to different tax rules and may be treated in whole or in part as taxable income.

Loans from or secured by a Policy that is not a modified endowment contract are generally not treated as distributions.

Finally, neither distributions from nor loans from or secured by a Policy that is not a modified endowment contract are subject to the 10 percent additional income tax.

Investment in the Policy. Your investment in the Policy is generally your aggregate premiums. When a distribution is taken from the Policy, your investment in the Policy is reduced by the amount of the distribution that is tax-free.

Policy Loans. In general, interest on a Policy loan will not be deductible. If a Policy loan is outstanding when a Policy is canceled or lapses, the amount of the outstanding indebtedness will be added to the amount distributed and will be taxed accordingly. A loan may also be taxed when a Policy is exchanged. Before taking out a Policy loan, you should consult a tax adviser as to the tax consequences.

Multiple Policies. All modified endowment contracts that are issued by Metropolitan Life (or its affiliates) to the same Policy Owner during any calendar year are treated as one modified endowment contract for purposes of determining the amount includible in the Policy Owner’s income when a taxable distribution occurs.

Withholding. To the extent that Policy distributions are taxable, they are generally subject to withholding for the recipient’s Federal income tax liability. Recipients can generally elect, however, not to have tax withheld from distributions.

Life Insurance Purchases by Residents of Puerto Rico. In Rev. Rul. 2004-75, 2004-31 I.R.B. 109, the Internal Revenue Service announced that income received by residents of Puerto Rico under life insurance contracts issued by a Puerto Rico branch of a United States Life insurance company is U.S. source income that is generally subject to United States federal income tax. Pursuant to Rev. Rul. 2004-97, Rev. Rul. 2004-75 will not apply to payments that are made to non-resident aliens or bona fide residents of Puerto Rico under life insurance contracts issued by Puerto Rican branches of U.S. life insurance companies before January 1, 2005, provided that such payments are made pursuant to binding life insurance contracts issued by such branches on or before July 12, 2004.

Life Insurance Purchases by Nonresident Aliens and Foreign Corporations. Policy Owners that are not U.S. citizens or residents will generally be subject to U.S. Federal withholding tax on taxable distributions from life

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insurance policies at a 30% rate, unless a lower treaty rate applies. In addition, Policy Owners may be subject to state and/or municipal taxes and taxes that may be imposed by the Policy Owner’s country of citizenship or residence. Prospective purchasers are advised to consult with a qualified tax adviser regarding taxation with respect to a purchase of the Policy.

Acceleration of Death Benefit Rider. Payments received under the Acceleration of Death Benefit Rider should be excludable from the gross income of the Policy Owner except in certain business contexts. However, you should consult a qualified tax adviser about the consequences of adding this rider to a Policy or requesting payment under this rider.

Overloan Protection Rider. If you are contemplating the purchase of the Policy with the Overloan Protection Rider, you should be aware that the tax consequences of the Overloan Protection Rider have not been ruled on by the IRS or the courts. It is possible that the IRS could assert that the outstanding loan balance should be treated as a taxable distribution when the Overloan Protection Rider causes the Policy to be converted into a fixed Policy. You should consult a tax adviser as to the tax risks associated with the Overloan Protection Rider.

Estate, Gift and Generation-Skipping Transfer Taxes. The transfer of the Policy or the designation of a beneficiary may have Federal, state, and/or local transfer and inheritance tax consequences, including the imposition of gift, estate, and generation-skipping transfer taxes. When the insured dies, the death proceeds will generally be includable in the Policy Owner’s estate for purposes of the Federal estate tax if the Policy Owner was the insured, if the insured possessed incidents of ownership in the Policy at the time of death, or if the insured made a gift transfer of the Policy within three years of death. If the Policy Owner was not the insured, the fair market value of the Policy would be included in the Policy Owner’s estate upon the Policy Owner’s death.

Moreover, under certain circumstances, the Internal Revenue Code may impose a “generation-skipping transfer tax” when all or part of a life insurance policy is transferred to, or a death benefit is paid to, an individual two or more generations younger than the Policy Owner. Regulations issued under the Internal Revenue Code may require us to deduct the tax from your Policy, or from any applicable payment, and pay it directly to the IRS.

Qualified tax advisers should be consulted concerning the estate and gift tax consequences of Policy ownership and distributions under Federal, state and local law. The individual situation of each Policy Owner or beneficiary will determine the extent, if any, to which Federal, state, and local transfer and inheritance taxes may be imposed and how ownership or receipt of Policy proceeds will be treated for purposes of Federal, state and local estate, inheritance, generation-skipping and other taxes.

In general, current rules provide for a $10 million federal estate, gift and generation-skipping transfer tax exemption (as indexed for inflation) and a top tax rate of 40 percent through the year 2025.

The complexity of the tax law, along with uncertainty as to how it might be modified in coming years, underscores the importance of seeking guidance from a qualified adviser to help ensure that your estate plan adequately addresses your needs and those of your beneficiaries under all possible scenarios.

Other Policy Owner Tax Matters. The application of certain tax rules after the insured's age 100 is not entirely clear. The tax consequences of continuing the Policy beyond the insured’s attained age 121 are also unclear. You should consult a tax adviser if you intend to keep the Policy in force beyond the insured’s attained age 121.

If a trustee under a pension or profit-sharing plan, or similar deferred compensation arrangement, owns a Policy, the Federal, state and estate tax consequences could differ. The amounts of life insurance that may be purchased on behalf of a participant in a pension or profit-sharing plan are limited. Providing excessive life insurance

57

coverage in a retirement plan will have adverse tax consequences. The inclusion of riders, such as waiver of Premium riders, may also have adverse tax consequences. Therefore, it is important to discuss with your tax adviser the suitability of the Policy, including the suitability of coverage amounts and Policy riders, before any purchase by a retirement plan. Any proposed distribution or sale of a Policy by a retirement plan will also need to be discussed with a tax adviser. The current cost of insurance for the net amount at risk is treated as a “current fringe benefit” and must be included annually in the plan participant’s gross income. If the plan participant dies while covered by the plan and the Policy proceeds are paid to the participant’s beneficiary, then the excess of the death benefit over the cash value is not income taxable. However, the cash value will generally be taxable to the extent it exceeds the participant’s cost basis in the Policy. Policies owned under these types of plans may be subject to restrictions under the Employee Retirement Income Security Act of 1974 (“ERISA”). You should consult a qualified adviser regarding ERISA.

Department of Labor (“DOL”) regulations impose requirements for participant loans under retirement plans covered by ERISA. Plan loans must also satisfy tax requirements to be treated as nontaxable. Plan loan requirements and provisions may differ from the Policy loan provisions. Failure of plan loans to comply with the requirements and provisions of the DOL regulations and of tax law may result in adverse tax consequences and/or adverse consequences under ERISA. Plan fiduciaries and participants should consult a qualified adviser before requesting a loan under a Policy held in connection with a retirement plan.

Businesses can use the Policies in various arrangements, including nonqualified deferred compensation or salary continuance plans, split dollar insurance plans, executive bonus plans, tax exempt and nonexempt welfare benefit plans, retiree medical benefit plans and others. The tax consequences of such plans may vary depending on the particular facts and circumstances. If you are contemplating a change to an existing Policy or purchasing the Policy for any arrangement the value of which depends in part on its tax consequences, you should consult a qualified tax adviser.

Ownership of the Policy by a corporation, trust or other non-natural person could jeopardize some (or all) of such entity’s interest deduction under Internal Revenue Code Section 264, even where such entity’s indebtedness is in no way connected to the Policy. In addition, under Section 264(f)(5), if a business (other than a sole proprietorship) is directly or indirectly a beneficiary of the Policy, the Policy could be treated as held by the business for purposes of the Section 264(f) entity-holder rules. Therefore, it would be advisable to consult with a qualified tax adviser before any non-natural person is made an owner or holder of the Policy, or before a business (other than a sole proprietorship) is made a beneficiary of the Policy.

Guidance on Split Dollar Plans. The IRS has issued guidance on split dollar insurance plans. A tax adviser should be consulted with respect to this guidance if you have purchased or are considering the purchase of a Policy for a split dollar insurance plan. If your Policy is part of an equity split dollar arrangement taxed under the economic benefit regime, there is a risk that some portion of the Policy's cash value may be taxed prior to any Policy distribution. If your split dollar plan provides deferred compensation, specific tax rules governing deferred compensation arrangements may apply. Failure to adhere to these rules will result in adverse tax consequences.

In addition, the Sarbanes-Oxley Act of 2002 (the “Act”), which was signed into law on July 30, 2002, prohibits, with limited exceptions, publicly-traded companies, including non-U.S. companies that have securities listed on U.S. exchanges, from extending, directly or indirectly or through a subsidiary, many types of personal loans to their directors or executive officers. It is possible that this prohibition may be interpreted to apply to split-dollar life insurance arrangements for directors and executive officers of such companies, since such arrangements can arguably be viewed as involving a loan from the employer for at least some purposes.

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Any affected business contemplating the payment of a Premium on an existing Policy or the purchase of a new Policy in connection with a split-dollar life insurance arrangement should consult legal counsel.

Possible Tax Law Changes. Although the likelihood of legislative changes is uncertain, there is always the possibility that the tax treatment of the Policy could change by legislation or otherwise. These changes may take effect retroactively. We reserve the right to amend the Policy in any way necessary to avoid any adverse tax treatment. Consult a tax adviser with respect to legislative developments and their effect on the Policy.

We have the right to modify the Policy in response to legislative or regulatory changes that could otherwise diminish the favorable tax treatment Policy Owners currently receive. We make no guarantee regarding the tax status of any Policy and do not intend the above discussion as tax advice.

Transfer of Issued Life Insurance Policies to Third parties. If you transfer the Policy to a third party, including a sale of the Policy to a life settlement company, such transfer for value may be taxable. The death benefit will also be taxable in the case of a transfer for value unless certain exceptions apply. We may be required to report certain information to the IRS, as required under IRC section 6050Y and applicable regulations. You should consult with a qualified tax advisor for further information prior to transferring the Policy.

Metropolitan Life's Income Taxes

Under current Federal income tax law, MetLife is not taxed on the Separate Account’s operations. Thus, currently we do not deduct a charge from the Separate Account for Metropolitan Life's Federal income taxes. (We do deduct a charge for Federal taxes from premiums.) We reserve the right to charge the Separate Account for any future Federal income taxes we may incur.

Under current laws in several states, we may incur state and local taxes (in addition to premium taxes). These taxes are not now significant and we are not currently charging for them. If they increase, we may deduct charges for such taxes.

Tax Credits and Deductions. Metropolitan Life may be entitled to certain tax benefits related to the assets of the Separate Account. These tax benefits, which may include foreign tax credits and corporate dividend received deductions, are not passed back to the Separate Account or to Policy Owners since Metropolitan Life is the owner of the assets from which the tax benefits are derived.

DISTRIBUTION OF THE POLICIES

We have entered into a distribution agreement with our affiliate, MetLife Investors Distribution Company (“Distributor”), for the distribution of the Policies. The Distributor’s principal executive offices are located at 200 Park Avenue, New York, New York 10166. The Distributor is registered with the SEC as a broker-dealer under the Securities Exchange Act of 1934 and is a member of the Financial Industry Regulatory Authority (“FINRA”). FINRA provides background information about broker-dealers and their registered representatives through FINRA BrokerCheck. You may contact the FINRA BrokerCheck Hotline at 1-800-289-9999, or log on to www.finra.org. An investor brochure that includes information describing FINRA BrokerCheck is available through the Hotline or on-line.

The Policies are no longer offered for sale.

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Commissions and Other Cash Compensation

All selling firms receive commissions. The portion of the commission payments that selling firms pass on to their sales representatives is determined in accordance with their internal compensation programs. Those programs may also include other types of cash and non-cash compensation and other benefits. A selling firm or a sales representative of a selling firm may receive different compensation for selling one product over another and/or may be inclined to favor one product provider over another due to differing compensation rates.

The maximum commissions paid for sale of the Policies are as follows: 110% of Premiums paid up to the Commissionable Target Premium, and 4.5% of Premiums paid in excess of Commissionable Target Premium in Policy year 1; and 13.0% of all Premiums paid in Policy years 2 through 10; and 2.0% of all Premiums paid thereafter. In addition, commissions are payable based on the Cash Value of the Policies in the following amounts: 0.10% in Policy years 2 through 10; 0.08% in Policy years 11 through 20; and 0.06% thereafter. Commissionable Target Premium is generally the Target Premium as defined in the Glossary, excluding the portions associated with flat extras and certain riders, and is generally equal to or less than the Target Premium. We and/or the Distributor may also make bonus payments to selling firms. The maximum amount of these bonus payments are as follows: 9.0% of Premiums paid up to the Commissionable Target Premium and 2.0% of Premiums paid in excess of the Commissionable Target Premium in Policy year 1; 19.75% of Premiums paid up to the Commissionable Target Premium and 0.25% of Premiums paid in excess of the Commissionable Target Premium paid in Policy year 2; and 0.25% of all Premiums paid thereafter.

For Policies sold prior to July 1, 2016, our formerly affiliated sales representatives received cash payments for the products they sold and serviced based on a “gross dealer concession” model. The percentage of the gross dealer concession to which the representative was entitled was based on a sliding-scale formula that took into account the total amount of proprietary and non-proprietary products sold and serviced by the representative. The gross dealer concession amount in the first Policy year was 117% of Premiums paid up to the Commissionable Target Premium, and 5.0% of Premiums paid in excess of the Commissionable Target Premium. In Policy years 2 through 10, the gross dealer concession amount is 8.0% of all Premiums paid, and in Policy years 11 and thereafter the gross dealer concession amount is 2.0% of all Premiums.

Other Payments

We and the Distributor may enter into preferred distribution arrangements with selected selling firms under which we pay additional compensation, including marketing allowances, introduction fees, persistency payments, preferred status fees and industry conference fees. Marketing allowances are periodic payments to certain selling firms, the amount of which depends on cumulative periodic (usually quarterly) sales of our insurance products (including the Policies) and may also depend on meeting thresholds in the sale of certain of our insurance products. They may also include payments we make to cover the cost of marketing or other support services provided for or by registered representatives who may sell our products. Introduction fees are payments to selling firms in connection with the addition of these variable products to the selling firm’s line of investment products, including expenses relating to establishing the data communications systems necessary for the selling firm to offer, sell and administer these products. Persistency payments are periodic payments based on account and/ or Cash Values of these variable insurance products. Preferred status fees are paid to obtain preferred treatment of these products in selling firms’ marketing programs, which may include marketing services, participation in marketing meetings, listings in data resources and increased access to their sales representatives. Industry conference fees are amounts paid to cover in part the costs associated with sales conferences and educational seminars for selling firms’ sales representatives.

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These preferred distribution arrangements are not offered to all selling firms. The terms of any particular agreement governing compensation may vary among selling firms and the amounts may be significant. We and Distributor have entered into preferred distribution arrangements with the selling firms listed in the Statement of Additional Information. The prospect of receiving, or the receipt of, additional compensation as described above may provide selling firms or their representatives with an incentive to favor sales of the Policies over other variable insurance policies (or other investments) with respect to which the selling firm does not receive additional compensation, or lower levels of additional compensation. You may wish to take such payment arrangements into account when considering and evaluating any recommendation relating to the Policies. For more information about any such arrangements, ask your sales representative for further information about what your sales representative and the selling firm for which he or she works may receive in connection with your purchase of a Policy.

Commissions and other incentives or payments described above are not charged directly to Policy Owners or the Separate Account. We intend to recoup commissions and other sales expenses through fees and charges deducted under the Policy.

The Statement of Additional Information contains additional information about the compensation paid for the sale of the Policies.

LEGAL PROCEEDINGS

In the ordinary course of business, MetLife, similar to other life insurance companies, is involved in lawsuits (including class action lawsuits), arbitrations and other legal proceedings. Also, from time to time, state and federal regulators or other officials conduct formal and informal examinations or undertake other actions dealing with various aspects of the financial services and insurance industries. In some legal proceedings involving insurers, substantial damages have been sought and/or material settlement payments have been made. It is not possible to predict with certainty the ultimate outcome of any pending legal proceeding or regulatory action. However, MetLife does not believe any such action or proceeding will have a material adverse effect upon the Separate Account or upon the ability of MetLife Investors Distribution Company to perform its contract with the Separate Account or of MetLife to meet its obligations under the Policies.

RESTRICTIONS ON FINANCIAL TRANSACTIONS

Applicable laws designed to counter terrorism and prevent money laundering might, in certain circumstances, require us to reject a Premium payment and/or block or “freeze” your Policy. If these laws apply in a particular situation, we would not be allowed to process any request for withdrawals, surrenders, loans or death benefits, make transfers, or continue making payments under your death benefit option until instructions are received from the appropriate regulator. We also may be required to provide additional information about you or your Policy to government regulators.

FINANCIAL STATEMENTS

The financial statements of the Separate Account and the financial statements of MetLife are incorporated by reference from the submission form type N-VPFS, File No. 811-06025, filed by the Separate Account with the SEC on March 28, 2024. MetLife’s financial statements should be considered only as bearing on our ability to meet our obligations under the Policies. They should not be considered as bearing on the investment performance of the assets held in the Separate Account.

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GLOSSARY

Age — The age of an insured refers to the insured’sage at his or her nearest birthday.

Attained Age — The insured’s issue age plus the number of completed Policy years.

Base Policy — The Policy without riders.

Beneficiary — The beneficiary is the person or persons designated by the Policy Owner to receive insurance proceeds upon the death of the insured. A beneficiary may be changed as set forth in the Policy and this Prospectus. Unless otherwise stated in the Policy, the beneficiary has no rights in the Policy before the death of the insured. If there is more than one beneficiary at the death of the insured, each will receive equal payments unless otherwise provided by the Policy Owner.

Cash Surrender Value — The amount you receive if you surrender the Policy. It is equal to the Policy’s Cash Valuereduced by any Surrender Charge that would apply on surrender and by any outstanding Policy loan and accrued interest.

Cash Value — A Policy’s Cash Value includes the amount of its Cash Value held in the Separate Account, the amount held in the Fixed Account, if there is an outstanding Policy loan, the amount of its Cash Value held in the Loan Account, and any amount held in the EDCA account.

Designated Office —  Our Designated Office varies based on the type of service request or transaction that you are making. The most recent correspondence or annual statement sent to you will have the address and telephone number that you can use to contact us for specific transactions and requests. Your premium payment bill will have the address and telephone number that you can use to pay premiums. We will notify you if there are changes to this information.

Division — A sub-account of the Separate Account that invests in shares of an open-ended management investment company or other pools of investment assets.

Fixed Account — The Fixed Account is a part of our general account to which you may allocate Net Premiums. It provides guarantees of principal and interest. Aspects of the Fixed Account are briefly summarized in order to give a better understanding of how the Policy functions.

Fund — An underlying mutual fund in which the Separate Account assets are invested.

General Account — The asserts of Metropolitan Life other than those allocated to the Separate Account.

Indebtedness — The total of any unpaid Policy loan and loan interest.

Insured — The person upon whose life the Policy is issued.

Investment Start Date — This is the later of the Policy Date and the date we first receive a Premium payment for the Policy.

Issue Age — The age of the insured as of his or her birthday nearest to the Policy Date.

Loan Account — The account to which Cash Value from the Separate and/or Fixed Accounts is transferred when a Policy loan is taken.

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Monthly Anniversary — The same date in each month as the Policy Date . For purposes of the Separate Account, whenever the monthly anniversary date falls on a date other than a valuation date, the next valuation date will be deemed to be the monthly anniversary.

Net Cash Value — The Policy’s Cash Value less any outstanding loans and accrued loan interest.

Net Premium  — The Net Premium is equal to the Premium payment minus the sales charge, the Premium tax charge, and the federal tax charge.

Planned Premium — The Planned Premium is the Premium payment schedule you choose to help meet your future goals under the Policy. The Planned Premium consists of a first-year Premium amount and an amount for Premium payments in subsequent Policy years. It is subject to certain limits under the Policy.

Policy Date — The date on which coverage under the Policy and Monthly Deductions begin. If you make a Premium payment with the application, unless you request otherwise, the Policy Date is generally the date the Policy application is approved. If you choose to pay the initial Premium upon delivery of the Policy, unless yourequest otherwise, the Policy Date is generally the date on which we receive your initial payment. The Policy Dateis used to measure Policy years, Policy months, and Policy anniversaries.

Policy Year — A Policy Year is a 12 month period between the anniversaries of a Policy. The first policy year starts on the Policy Date.

Portfolio — A portfolio represents a class (or series) of stock of a Fund in which a Division’s assets are invested.

Premiums — Premiums include all payments under the Policy, whether a Planned Premium or an unscheduled payment.

Separate Account — Metropolitan Life Separate Account UL, a separate account established by MetLife to receive and invest Premiums paid under the Policies and certain other variable life insurance policies, and to provide variable benefits.

Target Premium — We use the Target Premium to determine the amount of Mortality and Expense Risk Charge imposed on the Separate Account and the amount of Sales Charge imposed on Premium payments. The Target Premium varies by issue age, sex (except for unisex Policies), smoking status and any flat extras and substandard rating of the insured, and the Policy’s base face amount, with additional amounts for most riders.

Valuation Date — Each day on which the New York Stock Exchange is open for trading or, on days other than when the New York Stock Exchange is open, on which it is determined that there is a sufficient degree of trading in a Fund's portfolio securities that the current net asset value of its redeemable securities might be materially affected. Valuations for any date other than a Valuation Date will be determined as of the next Valuation Date.

Valuation Period — The period between two successive Valuation Dates, commencing at 4:00 p.m., Eastern Time, on each Valuation Date and ending at 4:00 p.m., Eastern Time, on the next succeeding Valuation Date.

You — “You” refers to the Policy Owner.

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APPENDIX A: PORTFOLIOS AVAILABLE UNDER THE POLICY

The following is a list of the Portfolios currently available under the Policy. More information about the Portfolios is available in the prospectuses for the Portfolios, which may be amended from time to time and can be found online at dfinview.com/metlife/tahd/MET000252. You can also request this information at no cost by calling 800-638-5000 or by sending an email request to RCG@metlife.com. Updated performance information is available at www.metlife.com.

The current expenses and performance information below reflects fees and expenses of the Portfolios, but does not reflect the other fees and expenses that the Policy may charge. Expenses would be higher and performance would be lower if these other charges were included. Each Portfolio’s past performance is not necessarily an indication of future performance. 

FUND TYPE	PORTFOLIO AND ADVISER/SUBADVISER	CURRENT EXPENSES	AVERAGE ANNUAL TOTAL RETURNS (as of 12/31/2023)
			1 YEAR	5 YEAR	10 YEAR
Allocation	AB Global Dynamic Allocation Portfolio* - Class B Brighthouse Investment Advisers, LLC Subadviser: AllianceBernstein L.P	0.90%	11.64%	3.99%	3.70%
Global Equity	American Funds Global Small Capitalization Fund* - Class 2 Capital Research and Management CompanySM	0.91%	16.17%	8.31%	5.78%
US Equity	American Funds Growth Fund - Class 2 Capital Research and Management CompanySM	0.59%	38.49%	18.68%	14.36%
US Equity	American Funds Growth-Income Fund - Class 2 Capital Research and Management CompanySM	0.53%	26.14%	13.36%	10.91%
US Fixed Income	American Funds The Bond Fund of America* - Class 2 Capital Research and Management CompanySM	0.48%	5.02%	1.89%	2.08%
Allocation	American Funds® Balanced Allocation Portfolio - Class B Brighthouse Investment Advisers, LLC	0.66%	16.72%	8.77%	6.98%
Allocation	American Funds® Growth Allocation Portfolio - Class B Brighthouse Investment Advisers, LLC	0.69%	20.66%	10.75%	8.32%
Allocation	American Funds® Moderate Allocation Portfolio - Class B Brighthouse Investment Advisers, LLC	0.64%	13.23%	7.08%	5.81%
International Equity	Baillie Gifford International Stock Portfolio* - Class A Brighthouse Investment Advisers, LLC Subadviser: Baillie Gifford Overseas Limited	0.75%	18.59%	7.15%	4.72%
US Fixed Income	BlackRock Bond Income Portfolio* - Class A Brighthouse Investment Advisers, LLC Subadviser: BlackRock Advisors, LLC	0.39%	5.84%	1.53%	2.20%
US Equity	BlackRock Capital Appreciation Portfolio* - Class A Brighthouse Investment Advisers, LLC Subadviser: BlackRock Advisors, LLC	0.57%	49.61%	16.15%	12.88%

A-1

FUND TYPE	PORTFOLIO AND ADVISER/SUBADVISER	CURRENT EXPENSES	AVERAGE ANNUAL TOTAL RETURNS (as of 12/31/2023)
			1 YEAR	5 YEAR	10 YEAR
Allocation	BlackRock Global Tactical Strategies Portfolio* - Class B Brighthouse Investment Advisers, LLC Subadviser: BlackRock Financial Management, Inc.	0.93%	13.32%	4.89%	3.97%
Allocation	Brighthouse Asset Allocation 100 Portfolio - Class A Brighthouse Investment Advisers, LLC	0.74%	21.10%	11.83%	8.19%
Allocation	Brighthouse Asset Allocation 20 Portfolio* - Class A Brighthouse Investment Advisers, LLC	0.64%	8.08%	3.88%	3.31%
Allocation	Brighthouse Asset Allocation 40 Portfolio - Class A Brighthouse Investment Advisers, LLC	0.64%	10.82%	5.87%	4.60%
Allocation	Brighthouse Asset Allocation 60 Portfolio - Class A Brighthouse Investment Advisers, LLC	0.66%	13.93%	8.00%	5.93%
Allocation	Brighthouse Asset Allocation 80 Portfolio - Class A Brighthouse Investment Advisers, LLC	0.69%	17.51%	10.02%	7.17%
Allocation	Brighthouse Balanced Plus Portfolio - Class B Brighthouse Investment Advisers, LLC Subadviser: Pacific Investment Management Company LLC	0.97%	9.24%	5.01%	4.78%
International Equity	Brighthouse/abrdn Emerging Markets Equity Portfolio* - Class A Brighthouse Investment Advisers, LLC Subadviser: Aberdeen Asset Managers Limited	0.96%	6.67%	3.14%	1.56%
US Equity	Brighthouse/Artisan Mid Cap Value Portfolio* - Class A Brighthouse Investment Advisers, LLC Subadviser: Artisan Partners Limited Partnership	0.77%	18.53%	11.56%	6.75%
Global Fixed Income	Brighthouse/Templeton International Bond Portfolio - Class A Brighthouse Investment Advisers, LLC Subadviser: Franklin Advisers, Inc.	0.72%	3.70%	-2.02%	-1.00%
Allocation	Brighthouse/Wellington Balanced Portfolio - Class A Brighthouse Investment Advisers, LLC Subadviser: Wellington Management Company LLP	0.53%	18.10%	10.09%	8.07%
US Equity	Brighthouse/Wellington Core Equity Opportunities Portfolio* - Class A Brighthouse Investment Advisers, LLC Subadviser: Wellington Management Company LLP	0.61%	7.66%	13.12%	10.36%
US Equity	Brighthouse/Wellington Large Cap Research Portfolio* - Class A Brighthouse Investment Advisers, LLC Subadviser: Wellington Management Company LLP	0.54%	25.74%	15.38%	11.71%

A-2

FUND TYPE	PORTFOLIO AND ADVISER/SUBADVISER	CURRENT EXPENSES	AVERAGE ANNUAL TOTAL RETURNS (as of 12/31/2023)
			1 YEAR	5 YEAR	10 YEAR
Sector	CBRE Global Real Estate Portfolio* - Class A Brighthouse Investment Advisers, LLC Subadviser: CBRE Investment Management Listed Real Assets LLC	0.65%	12.87%	6.40%	4.65%
Allocation	Franklin Income VIP Fund*§ - Class 2 Franklin Advisers, Inc.	0.71%	8.62%	6.98%	5.01%
US Equity	Franklin Mutual Shares VIP Fund§ - Class 2 Franklin Mutual Advisers, LLC	0.93%	13.46%	7.82%	5.43%
US Equity	Frontier Mid Cap Growth Portfolio* - Class A Brighthouse Investment Advisers, LLC Subadviser: Frontier Capital Management Company, LLC	0.71%	18.00%	11.26%	9.28%
International Equity	Harris Oakmark International Portfolio* - Class A Brighthouse Investment Advisers, LLC Subadviser: Harris Associates L.P.	0.73%	19.26%	7.50%	3.45%
Alternative	Invesco Balanced-Risk Allocation Portfolio* - Class B Brighthouse Investment Advisers, LLC Subadviser: Invesco Advisers, Inc.	0.94%	6.44%	5.36%	4.21%
Global Equity	Invesco Global Equity Portfolio* - Class A Brighthouse Investment Advisers, LLC Subadviser: Invesco Advisers, Inc.	0.58%	34.99%	12.48%	8.68%
US Equity	Invesco Small Cap Growth Portfolio* - Class A Brighthouse Investment Advisers, LLC Subadviser: Invesco Advisers, Inc.	0.81%	12.33%	8.90%	7.66%
US Equity	Jennison Growth Portfolio* - Class A Brighthouse Investment Advisers, LLC Subadviser: Jennison Associates LLC	0.55%	53.26%	17.98%	14.32%
Allocation	JPMorgan Global Active Allocation Portfolio* - Class B Brighthouse Investment Advisers, LLC Subadviser: J.P. Morgan Investment Management Inc.	0.98%	10.51%	5.56%	4.66%
US Equity	JPMorgan Small Cap Value Portfolio* - Class A Brighthouse Investment Advisers, LLC Subadviser: J.P. Morgan Investment Management Inc.	0.77%	13.21%	10.68%	6.55%
Allocation	Loomis Sayles Global Allocation Portfolio* - Class A Brighthouse Investment Advisers, LLC Subadviser: Loomis, Sayles & Company, L.P.	0.79%	22.51%	9.69%	7.46%
US Equity	Loomis Sayles Growth Portfolio* - Class A Brighthouse Investment Advisers, LLC Subadviser: Loomis, Sayles & Company, L.P.	0.55%	52.06%	16.39%	10.80%
US Equity	Loomis Sayles Small Cap Core Portfolio* - Class A Brighthouse Investment Advisers, LLC Subadviser: Loomis, Sayles & Company, L.P.	0.89%	17.46%	11.35%	7.90%

A-3

FUND TYPE	PORTFOLIO AND ADVISER/SUBADVISER	CURRENT EXPENSES	AVERAGE ANNUAL TOTAL RETURNS (as of 12/31/2023)
			1 YEAR	5 YEAR	10 YEAR
US Equity	Loomis Sayles Small Cap Growth Portfolio* - Class A Brighthouse Investment Advisers, LLC Subadviser: Loomis, Sayles & Company, L.P.	0.87%	11.91%	10.08%	8.49%
US Fixed Income	MetLife Aggregate Bond Index Portfolio - Class A Brighthouse Investment Advisers, LLC Subadviser: MetLife Investment Management, LLC	0.28%	5.20%	0.87%	1.57%
US Equity	MetLife Mid Cap Stock Index Portfolio - Class A Brighthouse Investment Advisers, LLC Subadviser: MetLife Investment Management, LLC	0.31%	16.08%	12.34%	9.01%
International Equity	MetLife MSCI EAFE® Index Portfolio - Class A Brighthouse Investment Advisers, LLC Subadviser: MetLife Investment Management, LLC	0.39%	17.93%	7.99%	4.05%
Allocation	MetLife Multi-Index Targeted Risk Portfolio - Class B Brighthouse Investment Advisers, LLC Subadviser: MetLife Investment Management, LLC	0.66%	13.82%	5.03%	4.44%
US Equity	MetLife Russell 2000® Index Portfolio - Class A Brighthouse Investment Advisers, LLC Subadviser: MetLife Investment Management, LLC	0.32%	16.80%	9.90%	7.16%
US Equity	MetLife Stock Index Portfolio* - Class A Brighthouse Investment Advisers, LLC Subadviser: MetLife Investment Management, LLC	0.26%	25.94%	15.39%	11.75%
International Equity	MFS® Research International Portfolio* - Class A Brighthouse Investment Advisers, LLC Subadviser: Massachusetts Financial Services Company	0.65%	13.05%	8.82%	4.43%
Allocation	MFS® Total Return Portfolio* - Class A Brighthouse Investment Advisers, LLC Subadviser: Massachusetts Financial Services Company	0.62%	10.40%	8.53%	6.59%
US Equity	MFS® Value Portfolio* - Class A Brighthouse Investment Advisers, LLC Subadviser: Massachusetts Financial Services Company	0.58%	8.15%	11.55%	8.78%
US Equity	Morgan Stanley Discovery Portfolio* - Class A Brighthouse Investment Advisers, LLC Subadviser: Morgan Stanley Investment Management Inc.	0.67%	41.23%	11.07%	8.77%

A-4

FUND TYPE	PORTFOLIO AND ADVISER/SUBADVISER	CURRENT EXPENSES	AVERAGE ANNUAL TOTAL RETURNS (as of 12/31/2023)
			1 YEAR	5 YEAR	10 YEAR
US Equity	Neuberger Berman Genesis Portfolio* - Class A Brighthouse Investment Advisers, LLC Subadviser: Neuberger Berman Investment Advisers LLC	0.80%	15.53%	12.40%	8.75%
Alternative	PanAgora Global Diversified Risk Portfolio* - Class B Brighthouse Investment Advisers, LLC Subadviser: PanAgora Asset Management, Inc.	0.98%	4.71%	2.47%	—
US Fixed Income	PIMCO Inflation Protected Bond Portfolio - Class A Brighthouse Investment Advisers, LLC Subadviser: Pacific Investment Management Company LLC	0.68%	3.74%	3.28%	2.32%
US Fixed Income	PIMCO Total Return Portfolio* - Class A Brighthouse Investment Advisers, LLC Subadviser: Pacific Investment Management Company LLC	0.55%	6.22%	1.25%	1.86%
Allocation	Schroders Global Multi-Asset Portfolio* - Class B Brighthouse Investment Advisers, LLC Subadviser: Schroder Investment Management North America Inc.	0.95%	15.02%	4.88%	4.02%
Allocation	SSGA Growth and Income ETF Portfolio - Class A Brighthouse Investment Advisers, LLC Subadviser: SSGA Funds Management, Inc.	0.52%	14.12%	7.77%	5.76%
Allocation	SSGA Growth ETF Portfolio - Class A Brighthouse Investment Advisers, LLC Subadviser: SSGA Funds Management, Inc.	0.55%	16.13%	9.47%	6.70%
US Equity	T. Rowe Price Large Cap Growth Portfolio* - Class A Brighthouse Investment Advisers, LLC Subadviser: T. Rowe Price Associates, Inc.	0.57%	46.81%	13.52%	11.88%
US Equity	T. Rowe Price Mid Cap Growth Portfolio* - Class A Brighthouse Investment Advisers, LLC Subadviser: T. Rowe Price Associates, Inc. is the subadviser T. Rowe Price Investment Management, Inc. is the sub-subadviser	0.70%	20.11%	11.90%	10.72%
US Equity	T. Rowe Price Small Cap Growth Portfolio - Class A Brighthouse Investment Advisers, LLC Subadviser: T. Rowe Price Associates, Inc.	0.51%	21.57%	11.84%	9.44%
Sector	VanEck Global Natural Resources Portfolio* - Class A Brighthouse Investment Advisers, LLC Subadviser: Van Eck Associates Corporation	0.78%	-3.49%	11.18%	-0.48%
US Equity	Victory Sycamore Mid Cap Value Portfolio* - Class A Brighthouse Investment Advisers, LLC Subadviser: Victory Capital Management, Inc.	0.60%	10.20%	14.66%	8.57%

A-5

FUND TYPE	PORTFOLIO AND ADVISER/SUBADVISER	CURRENT EXPENSES	AVERAGE ANNUAL TOTAL RETURNS (as of 12/31/2023)
			1 YEAR	5 YEAR	10 YEAR
US Fixed Income	Western Asset Management Strategic Bond Opportunities Portfolio* - Class A Brighthouse Investment Advisers, LLC Subadviser: Western Asset Management Company, LLC	0.56%	9.44%	2.80%	3.01%
US Fixed Income	Western Asset Management U.S. Government Portfolio* - Class A Brighthouse Investment Advisers, LLC Subadviser: Western Asset Management Company, LLC	0.50%	4.87%	0.95%	1.23%

*

The Portfolio is subject to an expense reimbursement or fee waiver arrangement. The annual expenses shown reflect temporary fee reductions.

§

Closed to new investments except under dollar cost averaging and rebalancing programs.

Index SelectorSM: If You elect the Index SelectorSM You are limited to allocating your purchase payments and Account Balance among the following funding options and the Fixed Account:

MetLife Aggregate Bond Index
MetLife MSCI EAFE Index
MetLife Stock Index
MetLife Mid Cap Stock Index
MetLife Russell 2000 Index

A-6

APPENDIX B: GUIDELINE PREMIUM TEST AND CASH VALUE ACCUMULATION TEST

In order to meet the Internal Revenue Code’s definition of life insurance, the Policies provide that the death benefit will not be less than what is required by the “guideline premium test” under Section 7702(a)(2) of the Internal Revenue Code, or the “cash value accumulation test” under Section 7702(a)(1) of the Internal Revenue Code, as selected by you when the Policy is issued. In general, the test you choose at issue will be used for the life of the Policy. (See “Death Benefits.”)

For the guideline premium test, the table below shows the percentage of the Policy’s Cash Value that is used to determine the death benefit. 

Age of Insured at Start of the Policy Year	Percentage of Cash Value	Age of Insured at Start of the Policy Year	Percentage of Cash Value
0 through 40	250	61	128
41	243	62	126
42	236	63	124
43	229	64	122
44	222	65	120
45	215	66	119
46	209	67	118
47	203	68	117
48	197	69	116
49	191	70	115
50	185	71	113
51	178	72	111
52	171	73	109
53	164	74	107
54	157	75 through 90	105
55	150	91	104
56	146	92	103
57	142	93	102
58	138	94 through 121	101
59	134
60	130

For the Cash Value accumulation test, sample net single premium factors for selected ages of male and female insureds, in a standard or better nonsmoker risk class, are listed below. 

	Net Single Premium Factor
Age	Male	Female
30	5.82979	6.59918
40	4.11359	4.63373
50	2.93292	3.28706
60	2.14246	2.40697
70	1.64028	1.82665
80	1.32530	1.44515
90	1.15724	1.22113

B-1

	Net Single Premium Factor
Age	Male	Female
100	1.08417	1.10646
120	1.02597	1.02597

B-2

Additional information about the Policy and the Separate Account can be found in the Statement of Additional Information, which you can obtain, without charge, by calling our TeleService Center at 1-800-638-5000, by going online at dfinview.com/metlife/tahd/MET000252, or by sending an email request to RCG@metlife.com.

For Division transfers and Premium reallocations, for current information about your Policy values, to change or update Policy information such as your billing address, billing mode, beneficiary or ownership, for information about other Policy transactions, and to ask questions about your Policy, you may call us at 1-800-638-5000.

This Prospectus incorporates by reference all of the information contained in the Statement of Additional Information, dated the same date as this Prospectus, which is legally part of this Prospectus.

Reports and other information about the Separate Account are available on the Commission’s website at http://www.sec.gov. Copies of this information may be obtained, upon payment of a duplicating fee, by electronic request at the following email address: publicinfo@sec.gov.

EDGAR ID: C000058203

EQUITY ADVANTAGE VUL FLEXIBLE PREMIUM

VARIABLE LIFE INSURANCE POLICIES

Metropolitan Life Separate Account UL

Issued by Metropolitan Life Insurance Company

STATEMENT OF ADDITIONAL INFORMATION (PART B)

April29, 2024

This Statement of Additional Information is not a prospectus. This Statement of Additional Information relates to the Prospectus dated April29, 2024 for Equity Advantage VUL Flexible Premium Variable Life Insurance Policies (the “Policies”) and should be read in conjunction therewith. A copy of the Prospectus may be found online at dfinview.com/metlife/tahd/MET000252 or by calling (800) 638-5000. Unless otherwise indicated, terms used in this Statement of Additional Information have the same meaning as they do in the Prospectus.

SAI-1

Table of Contents
 

	Page
GENERAL INFORMATION AND HISTORY	SAI-3
The Company	SAI-3
The Separate Account	SAI-3
DISTRIBUTION OF THE POLICIES	SAI-3
ADDITIONAL INFORMATION ABOUT CHARGES	SAI-3
Group or Sponsored Arrangements	SAI-3
NON-PRINCIPAL RISKS OF INVESTING IN THE POLICY	SAI-4
Payment of Proceeds	SAI-4
POTENTIAL CONFLICTS OF INTEREST	SAI-4
LIMITS TO METLIFE’S RIGHT TO CHALLENGE THE POLICY	SAI-4
MISSTATEMENT OF AGE OR SEX	SAI-4
REPORTS	SAI-5
PERSONALIZED ILLUSTRATIONS	SAI-5
REGISTRATION STATEMENT	SAI-5
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	SAI-5
FINANCIAL STATEMENTS	SAI-6

SAI-2

GENERAL INFORMATION AND HISTORY

The Company

Metropolitan Life Insurance Company (“MetLife” or the “Company”) is a provider of insurance, annuities, employee benefits and asset management. We are also one of the largest institutional investors in the United States with a general account portfolio invested primarily in fixed income securities (corporate, structured products, municipals, and government and agency) and mortgage loans, as well as real estate, real estate joint ventures, other limited partnerships and equity securities. Metropolitan Life Insurance Company was incorporated under the laws of New York in 1868 and was a mutual life insurance company. The Company’s home office is located at 200 Park Avenue, New York, New York 10166-0188. The Company is a wholly owned subsidiary of MetLife, Inc. MetLife Inc. is a holding company.

The Separate Account

We established the Separate Account as a separate investment account on December 13, 1988. The Separate Account is the funding vehicle for the Policies, and other variable life insurance policies that we issue. These other polices impose different costs, and provide different benefits, from the Policies. The Separate Account meets the definition of a “separate account” under federal securities laws, and is registered with the U.S. Securities and Exchange Commission (the “SEC”) as a unit investment trust under the Investment Company Act of 1940 (the “1940 Act”). Registration with the SEC does not involve SEC supervision of the Separate Account’s management or investments. However, the New York Insurance Commissioner regulates MetLife and the Separate Account.

DISTRIBUTION OF THE POLICIES

Our affiliate, MetLife Investors Distribution Company, 200 Park Avenue, New York, NY 10166 (“Distributor”), serves as principal underwriter for the Policies and the offering is continuous. The Distributor is a Missouri corporation organized in 2000. The Distributor is registered as a broker-dealer with the U.S. Securities and Exchange Commission under the Securities Exchange Act of 1934, as well as with the securities commissions in the states in which it operates, and is a member of the Financial Industry Regulatory Authority. The Distributor may enter into selling agreements with other broker- dealers (“selling firms”) and compensate them for their services. The Distributor passes through commissions it receives to selling firms for their sales and does not retain any portion of them in return for its services as distributor for the Policies.

The Policies are no longer offered for sale.

The Distributor received sales compensation with respect to the Policies in the following amounts in the periods indicated: 

Fiscal Year	Aggregate Amount of Commissions Paid to Distributor	Aggregate Amount of Commissions Retained by Distributor After Payments to Selling Firms
2023	$472,216	$0
2022	$590,547	$0
2021	$793,418	$0

ADDITIONAL INFORMATION ABOUT CHARGES

Group or Sponsored Arrangements

We may issue the Policies to group or sponsored arrangements, as well as on an individual basis. A “group arrangement” includes a situation where a trustee, employer or similar entity purchases individual Policies covering a group of individuals. Examples of such arrangements are non-qualified deferred compensation plans. A “sponsored arrangement” includes a situation where an employer or an association permits group solicitation of its employees or members for the purchase of individual Policies.

SAI-3

We may waive, reduce or vary any Policy charges under Policies sold to a group or sponsored arrangement. We may also raise the interest rate credited to loaned amounts under these Policies. The amount of the variations and our eligibility rules may change from time to time. In general, they reflect cost savings over time that we anticipate for Policies sold to the eligible group or sponsored arrangements and relate to objective factors such as the size of the group, its stability, the purpose of the funding arrangement and characteristics of the group members. Consult your registered representative for any variations that may be available and appropriate for your case.

The United States Supreme Court has ruled that insurance policies with values and benefits that vary with the sex of the insured may not be used to fund certain employee benefit programs. Therefore, we offer Policies that do not vary based on the sex of the insured to certain employee benefit programs. We recommend that employers consult an attorney before offering or purchasing the Policies in connection with an employee benefit program.

NON-PRINCIPAL RISKS OF INVESTING IN THE POLICY

Payment of Proceeds

We may withhold payment of surrender or loan proceeds if those proceeds are coming from a Policy Owner’s check, or from a Premium transaction under our pre-authorized checking arrangement, which has not yet cleared. We may also delay payment while we consider whether to contest the Policy. We pay interest on the death benefit proceeds from the date of receipt of documentation in good order to the date we pay them. Normally we promptly make payments of cash value, or of any loan value available, from cash value in the Fixed Account. However, we may delay those payments for up to six months. We pay interest in accordance with state insurance law requirements on delayed payments.

POTENTIAL CONFLICTS OF INTEREST

The Portfolios’ Boards of Trustees monitor events to identify conflicts that may arise from the sale of Portfolio shares to variable life and variable annuity separate accounts of affiliated and, if applicable, unaffiliated insurance companies and qualified plans. Conflicts could result from changes in state insurance law or federal income tax law, changes in investment management of a Portfolio, or differences in voting instructions given by variable life and variable annuity contract owners and qualified plans, if applicable. If there is a material conflict, the Board of Trustees will determine what action should be taken, including the removal of the affected Portfolios from the Separate Account, if necessary. If we believe any Portfolio action is insufficient, we will consider taking other action to protect Policy Owners. There could, however, be unavoidable delays or interruptions of operations of the Separate Account that we may be unable to remedy.

LIMITS TO METLIFE’S RIGHT TO CHALLENGE THE POLICY

Generally, we can challenge the validity of your Policy or a rider during the insured’s lifetime for two years (or less, if required by state law) from the date of issue, based on misrepresentations made in the application. We can challenge the portion of the death benefit resulting from an underwritten Premium payment for two years during the insured’s lifetime from receipt of the Premium payment. However, if the insured dies within two years of the date of issue, we can challenge all or part of the Policy at any time based on misrepresentations in the application. We can challenge an increase in face amount, with regard to material misstatements concerning such increase, for two years during the insured’s lifetime from its effective date.

MISSTATEMENT OF AGE OR SEX

If we determine, while the insured is still living, that there was a misstatement of age or (if the Policy is not unisex) sex in the application, the Policy values and charges will be recalculated from the issue date based on the correct information. If, after the death of the insured, we determine that the application misstates the insured’s age or sex, the Policy’s death benefit will be the amount which would be bought by the most recent Monthly Cost of Insurance, based on the insured’s correct age and, if the Policy is not unisex, correct sex.

SAI-4

REPORTS

We will send you an annual statement showing your Policy’s death benefit, Cash Value and any outstanding Policy loan principal. We will also confirm Policy loans, account transfers, lapses, surrenders and other Policy transactions when they occur.

We will make available periodic reports containing the financial statements of the Portfolios. Reports will be available on line and we will send you a notice when a report is available. You may also request paper copies of these reports.

PERSONALIZED ILLUSTRATIONS

We may provide personalized illustrations showing how the Policies work based on assumptions about investment returns and the Policy Owner’s and/or insured’s characteristics. The illustrations are intended to show how the death benefit, Cash Surrender Value, and Cash Value could vary over an extended period of time assuming hypothetical gross rates of return (i.e., investment income and capital gains and losses, realized or unrealized) for the Separate Account equal to specified constant after-tax rates of return. One of the gross rates of return will be 0%. Gross rates of return do not reflect the deduction of any charges and expenses. The illustrations will be based on specified assumptions, such as face amount, Premium payments, insured, risk class, and death benefit option. Illustrations will disclose the specific assumptions upon which they are based. Values will be given based on guaranteed mortality and expense risk and other charges and may also be based on current mortality and expense risk and other charges.

The illustrated death benefit, Cash Surrender Value, and Cash Value for a hypothetical Policy would be different, either higher or lower, from the amounts shown in the illustration if the actual gross rates of return averaged the gross rates of return upon which the illustration is based, but varied above and below the average during the period, or if Premiums were paid in other amounts or at other than annual intervals. For example, as a result of variations in actual returns, additional Premium payments beyond those illustrated may be necessary to maintain the Policy in force for the period shown or to realize the Policy values shown in particular illustrations even if the average rate of return is realized.

Illustrations may also show the internal rate of return on the Cash Surrender Value and the death benefit. The internal rate of return on the Cash Surrender Value is equivalent to an interest rate (after taxes) at which an amount equal to the illustrated Premiums could have been invested outside the Policy to arrive at the Cash Surrender Value of the Policy. The internal rate of return on the death benefit is equivalent to an interest rate (after taxes) at which an amount equal to the illustrated Premiums could have been invested outside the Policy to arrive at the death benefit of the Policy. Illustrations may also show values based on the historical performance of the Divisions. We reserve the right to impose a $25 fee for each illustration that you request in excess of one per year.

REGISTRATION STATEMENT

This Statement of Additional Information and the Prospectus omit certain information contained in the Registration Statement which has been filed with the SEC. Copies of such additional information may be obtained from the SEC upon payment of the prescribed fee.

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The statements of assets and liabilities comprising each of the Divisions of Metropolitan Life Separate Account UL as of December 31, 2023, the related statements of operations and changes in net assets for each of the three years in the period ended December 31, 2023, and the financial highlights for each of the years in the five-year period ended December 31, 2023, incorporated by reference in this Statement of Additional Information, have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report. Such financial statements and financial highlights are incorporated by reference in reliance upon the report of such firm given their authority as experts in accounting and auditing.

The financial statements of Metropolitan Life Insurance Company as of December 31, 2023 and 2022, and for each of the three years in the period ended December 31, 2023, incorporated by reference in this Statement of Additional Information, have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report. Such financial statements are incorporated by reference in reliance upon the report of such firm given their authority as experts in accounting and auditing.

SAI-5

The principal business address of Deloitte & Touche LLP is 30 Rockefeller Plaza, New York, New York 10112-0015.

FINANCIAL STATEMENTS

The audited financial statements comprising each of the Divisions of Metropolitan Life Separate Account UL and the audited consolidated financial statements of the Company are hereby incorporated by reference from the submission form type N-VPFS File No. 811-06025, filed by the Separate Account with the SEC on March 28 , 2024 . Our financial statements should be considered only as bearing upon our ability to meet our obligations under the Policy.

SAI-6

Part C. Other Information

Item 30. Exhibits 

(a)		Resolution of the Board of Directors of Metropolitan Life effecting the establishment of Metropolitan Life Separate Account UL (Incorporated herein by reference to Post-Effective Amendment No. 5 to the Registrant’s Registration Statement on Form S-6 (File No. 033-47927) filed April 30, 1997.)
(b)		Custodian Agreements. None
(c)	(i)	Form of Broker Agreement (Incorporated herein by reference to Post-Effective Amendment No. 5 to the Registrant’s Registration Statement on Form S-6 (File No. 033-47927) filed April 30, 1997.)
	(ii)	Forms of Selling Agreement (Incorporated herein by reference to the Post-Effective Amendment No. 18 to the Registrant’s Registration Statement on Form N-6 (File No. 033-47927) filed April 30, 2004.)
	(iii)	Form of Retail Sales Agreement (Incorporated herein by reference to Post-Effective Amendment No. 20 to the Registrant’s Registration Statement on Form N-6 (File No. 033-47927) filed April 25, 2006.)
	(iv)	Enterprise Sales Agreement between MetLife Investors Distribution Company and broker-dealers dated February 2010 (Incorporated herein by reference to Post-Effective Amendment No. 14 to Metropolitan Life Separate Account E’s Registration Statement on Form N-4 (File No. 333-83716) as filed April 13, 2010.)
	(v)	Master Retail Sales Agreement between MetLife Investors Distribution Company and broker-dealers dated September 2012 (Incorporated herein by reference to Post-Effective Amendment No. 27 to the Registrant’s Registration Statement on Form N-6 (File No. 033-47927) filed April 11, 2013.)
	(vi)	Amended and Restated Principal Underwriting Agreement between Metropolitan Life Insurance Company and MetLife Investors Distribution Company. (Incorporated herein by reference to Post-Effective Amendment No. 21 to Registration Statement on Form N-6, File Nos. 333-133671 filed April 23, 2019.)
(d)	(i)	Flexible Premium Variable Life Policy (Incorporated herein by reference to Pre-Effective Amendment No. 2 to the Registrant’s Registration Statement on Form N-6 (File No. 333-147508) filed April 4, 2008.)
	(ii)	Riders: Accelerated Death Benefit Rider, Accidental Death Benefit Rider, Children’s Term Insurance, Guaranteed Minimum Death Benefit Rider, Guaranteed Survivor Income Benefit Rider, Options to Purchase Additional Insurance Coverage Rider, Overloan Protection Rider, Waiver of Monthly Deduction Rider, Waiver of Specified Premium Rider ((Incorporated herein by reference to Pre-Effective Amendment No. 2 to the Registrant’s Registration Statement on Form N-6 (File No. 333-147508) filed April 4, 2008.)
(e)	(i)	Enterprise Application for Policy (Incorporated herein by reference to the Registrant’s Registration Statement on Form N-6 (File No. 333-147508) filed November 19, 2007.)
	(ii)	Application Supplements (Incorporated herein by reference to Pre-Effective Amendment No. 2 to the Registrant’s Registration Statement on Form N-6 (File No. 333-147508) filed April 4, 2008.)
(f)	(i)	Amended and Restated Charter of Metropolitan Life Insurance Company (effective May 16, 2016). (Filed with Post-Effective Amendment No. 24 to Registration Statement File No. 333-176654 for Metropolitan Life Separate Account E on Form N-4 filed on April 21, 2022.)
	(ii)	Amended and Restated Bylaws of Metropolitan Life Insurance Company (effective December 21, 2023). (Filed herewith.)
(g)	(a)(i)	Reinsurance Contracts (Incorporated herein by reference to Post-Effective Amendment No. 4 to the Registrant’s Registration Statement on Form N-6 (File No. 333-147508) filed April 12, 2012.)
	(a)(ii)	Reinsurance Contract Amendment dated March 5, 2012 (Incorporated herein by reference to Post-Effective Amendment No. 4 to the Registrant’s Registration Statement on Form N-6 (File No. 333-147508) filed April 12, 2012.)
	(a)(iii)	Reinsurance Contract Amendments (Incorporated herein by reference to Post-Effective Amendment No. 8 to the Registrant’s Registration Statement on Form N-6 (File No. 333-147508) filed April 14, 2016.)
(g)	(b)(i)	Coinsurance and Modified Coinsurance Agreement between Metropolitan Life Insurance Company and First Allmerica Financial Life Insurance Company dated November 16, 2023. (Filed herewith.)
(h)	(a)	Participation Agreement among American Funds Insurance Series, Capital Research and Management Company and Metropolitan Life Insurance Company dated April 30, 2001 (Incorporated herein by reference to Metropolitan Life Separate Account E’s Registration Statement of Metropolitan Life Separate Account E of Form N-4 (File No. 333-52366) filed August 3, 2001.)

	(a)(i)	Amendment No. 1 dated May 1, 2006 to the Participation Agreement dated April 30, 2001 among Metropolitan Life Insurance Company, American Funds Insurance Series, and Capital Research and Management Company; Amendment No. 2 dated as April 28, 2008 to the Participation Agreement dated April 30, 2001, as previously amended among Metropolitan Life Insurance Company, American Funds Insurance Series, and Capital Research and Management Company; and Amendment No. 3 dated as of November 10, 2008 to the Participation Agreement dated April 30, 2001, as previously amended among Metropolitan Life Insurance Company, American Funds Insurance Series, and Capital Research and Management Company. (Incorporated herein by reference to Pre-Effective Amendment No. 1 to Metropolitan Life Separate Account E's Registration Statement on Form N-4 (File No. 333-160722) on November 2, 2009.)
	(a)(ii)	Amendment to the American Funds Insurance Series Participation Agreement dated April 30, 2010 (Incorporated herein by reference to Exhibit (3)(d)(i) in Post-Effective Amendment No. 15 to Metropolitan Life Separate Account E’s Registration Statement on Form N-4 (File No. 333-83716) filed April 12, 2011.)
	(a)(iii)	Amendment No. 4 to Participation Agreement between Metropolitan Life Insurance Company, American Funds Insurance Series and Capital Research and Management Company dated November 19, 2014 (Incorporated herein by reference to Post-Effective Amendment No. 18 to Metropolitan Life Separate Account E’s Registration Statement on Form N-4 (File No. 333-176654) filed April 13, 2016.)
	(a)(iv)	Amendment to Participation Agreements dated April 30, 2001 and May 16, 1989 between Metropolitan Life Insurance Company, American Funds Insurance Series and Capital Research and Management Company dated June 7, 2021. (Incorporated herein by reference to Post-Effective No. 37 to Metropolitan Life Separate Account E's Registration Statement on Form N-4, File 333-52366, filed April 21, 2022.
(b)		Amended and Restated Participation Agreement among Franklin Templeton Variable Insurance Products Trust, Franklin Templeton Distributors, Inc., Metropolitan Life Insurance Company, and Metropolitan Life Insurance Company, as Distributor dated May 1, 2004. (Filed herewith.)
	(b)(i)	Amendment No. 1 to the Amended and Restated Participation Agreement dated May 1, 2004 by and among Franklin Templeton Variable Insurance Products Trust, Franklin/Templeton Distributors, Inc., Metropolitan life Insurance Company and MetLife Investors Distribution Company effective May 1, 2007. (Incorporated herein by reference to Post-Effective Amendment No. 37 to the Registrant’s Registration Statement on Form N-6 (File No. 033-57320) filed April 20, 2022.)
	(b)(ii)	Amendment No. 2 to the Amended and Restated Participation Agreement dated May 1, 2004 by and among Franklin Templeton Variable Insurance Products Trust, Franklin/Templeton Distributors, Inc., Metropolitan life Insurance Company and MetLife Investors Distribution Company effective October 5, 2010. (Incorporated herein by reference to Post-Effective Amendment No. 24 to the Registrant’s Registration Statement on Form N-6 (File No. 033-57320) filed April 14, 2011.)
	(b)(iii)	Amendment No. 3 to the Amended and Restated Participation Agreement dated May 1, 2004 by and among Franklin Templeton Variable Insurance Products Trust, Franklin/Templeton Distributors, Inc., Metropolitan life Insurance Company and MetLife Investors Distribution Company effective May 1, 2011. (Incorporated herein by reference to Post-Effective Amendment No. 37 to the Registrant’s Registration Statement on Form N-6 (File No. 033-57320) filed April 20, 2022.)
	(b)(iv)	Participation Agreement Addendum to the Amended and Restated Participation Agreement dated May 1, 2004 by and among Franklin Templeton Variable Insurance Products Trust, Franklin/Templeton Distributors, Metropolitan life Insurance Company and MetLife Investors Distribution Company effective November 10, 2008. (Incorporated herein by reference to Post-Effective Amendment No. 25 to the Registrant’s Registration Statement on Form N-6 (File No. 033-57320) filed April 12, 2012.)
	(b)(v)	Amendment No. 5 to Amended and Restated Participation Agreement with Franklin Templeton Variable Insurance Products Trust (Incorporated herein by reference to Post-Effective Amendment No. 6 to the Registrant’s Registration Statement on Form N-6 (File No. 333-147508) filed April 11, 2014.)
(c)		Participation Agreement dated March 6, 2017 by and among Brighthouse Funds Trust I, Metropolitan Life Insurance Company, Brighthouse Investment Advisers, LLC and Brighthouse Securities, LLC (Incorporated herein by reference to Post-Effective Amendment No. 19 to the Metropolitan Life Separate Account E’s Registration Statement on Form N-4 (File No. 333-176654) filed April 12, 2017.)
	(c)(i)	Amendment dated January 1, 2021 to the Participation Agreement dated March 6, 2017 by and among Brighthouse Funds Trust I, Metropolitan Life Insurance Company, Brighthouse Investment Advisers, LLC and Brighthouse Securities, LLC (Incorporated herein by reference to Post-Effective Amendment No. 27 to the Metropolitan Life Separate Account E’s Registration Statement on Form N-4 (File No. 333-83716) filed April 28, 2021.)

	(d)		Participation Agreement dated March 6, 2017 by and among Brighthouse Funds Trust II, Metropolitan Life Insurance Company, Brighthouse Investment Advisers, LLC and Brighthouse Securities, LLC (Incorporated herein by reference to Post-Effective Amendment No. 19 to the Metropolitan Life Separate Account E’s Registration Statement on Form N-4 (File No. 333-176654) filed April 12, 2017.)
		(d)(i)	Amendment dated January 1, 2021 to the Participation Agreement dated March 6, 2017 by and among Brighthouse Funds Trust II, Metropolitan Life Insurance Company, Brighthouse Investment Advisers, LLC and Brighthouse Securities, LLC (Incorporated herein by reference to Post-Effective Amendment No. 27 to the Metropolitan Life Separate Account E’s Registration Statement on Form N-4 (File No. 333-83716) filed April 28, 2021.)
(i)			None
(j)			None
(k)			Opinion and Consent of Marie C. Swift as to the legality of the securities being registered (Incorporated herein by reference to Pre-Effective Amendment No. 2 to the Registrant’s Registration Statement on Form N-6 (File No. 333-147508) filed April 4, 2008.)
(l)			Actuarial Opinion and Consent (Incorporated herein by reference to Post-Effective Amendment No. 8 to the Registrant’s Registration Statement on Form N-6 (File No. 333-147508) filed April 14, 2016.)
(m)			Calculation Exhibit (Incorporated herein by reference to Post-Effective Amendment No. 8 to the Registrant’s Registration Statement on Form N-6 (File No. 333-147508) filed April 14, 2016.)
(n)			Consent of Independent Registered Public Accounting Firm (Filed herewith).
(o)			None
(p)			None
(q)	(i)		Memoranda describing certain procedures filed pursuant to Rule 6e-3(T)(b)(12)(iii) (Incorporated herein by reference to Post-Effective Amendment No. 5 to the Registrant’s Registration Statement on Form S-6 (File No. 033-47927) filed April 30, 1997.)
	(ii)		Addendum to Memoranda describing certain procedures filed pursuant to Rule 6e-3(T)(b)(12) (iii) (Incorporated herein by reference to Post-Effective Amendment No. 21 to the Registrant’s Registration Statement on Form N-6 (File No. 033-47927) filed April 18, 2007.)
(r)			None.
(s)	(i)		Powers of Attorney for Carla Harris, Carlos M. Gutierrez, Catherine Ruane Kinney, Cheryl Wray Grisé, David Herzog, Denise Mullen Morrison, Diana McKenzie, Edward Joseph Kelly, III, Gerald Lee Hassell, John McCallion, Mark Weinberger, Michel Khalaf, Robert Glenn Hubbard, Tamara Schock and William Earl Kennard for Metropolitan Life Insurance Company and its designated Separate Accounts. (Incorporated herein by reference to the Registration Statement on Form S-3 (File No. 333-268428) filed on November 17, 2022.)
	(ii)		Power of Attorney for Jeh Charles Johnson for Metropolitan Life Insurance Company and its designated Separate Accounts. (Incorporated herein by reference to the Registration Statement on Form S-3A (File No. 333-268428) filed on March 27, 2023.)
	(iii)		Power of Attorney for Laura Hay for Metropolitan Life Insurance Company and its designated separate accounts. (Filed herewith.)

 

Item 31. Directors and Officers of Depositor 

Name and Principal Business Address	Positions and Offices with Depositor
R. Glenn Hubbard Chairman of the Board, MetLife, Inc. Dean Emeritus and Russell L. Carson Professor of Economics and Finance, Graduate School of Business, and Professor of Economics, Faculty of Arts and Sciences, Columbia University 200 Park Avenue New York, NY 10166	Chairman of the Board and Director

Name and Principal Business Address	Positions and Offices with Depositor
Michel A. Khalaf President and Chief Executive Officer MetLife, Inc. 200 Park Avenue New York, NY 10166	President, Chief Executive Officer and Director
Cheryl W. Grisé Former Executive Vice President Northeast Utilities 200 Park Avenue New York, NY 10166	Director
Carlos M. Gutierrez Former U.S. Secretary of Commerce, Co-Founder, Chairman and Chief Executive Officer EmPath, Inc. 200 Park Avenue New York, NY 10166	Director
Carla Harris Senior Client Advisor Morgan Stanley 200 Park Avenue New York, NY 10166	Director
Gerald L. Hassell Former Chairman of the Board and Chief Executive Officer The Bank of New York Mellon Corporation 200 Park Avenue New York, NY 10166	Director
Laura Hay Former Global Head of Insurance KPMG LLP 200 Park Avenue New York, NY 10166	Director
David L. Herzog Former Chief Financial Officer and Executive Vice President American International Group 200 Park Avenue New York, NY 10166	Director
Jeh Charles Johnson Partner Paul, Weiss, Rifkind, Wharton & Garrison LLP 200 Park Avenue New York, NY 10166	Director
Edward J. Kelly, III Former Chairman, Institutional Clients Group Citigroup, Inc. 200 Park Avenue New York, NY 10166	Director
William E. Kennard Former U.S. Ambassador to the European Union 200 Park Avenue New York, NY 10166	Director

Name and Principal Business Address	Positions and Offices with Depositor
Catherine R. Kinney Former President and Co-Chief Operating Officer New York Stock Exchange, Inc. 200 Park Avenue New York, NY 10166	Director
Diana L. McKenzie Former Chief Information Officer Workday, Inc. 200 Park Avenue New York, NY 10166	Director
Denise M. Morrison Former President and Chief Executive Officer Campbell Soup Company 1 Campbell Place Camden, NJ 08103	Director
Mark A. Weinberger Former Global Chairman and Chief Executive Officer EY 200 Park Avenue New York, NY 10166	Director

Set forth below is a list of certain principal officers of Metropolitan Life Insurance Company. The principal business address of each principal officer is 200 Park Avenue, New York, NY 10166 unless otherwise noted below. 

NAME	POSITIONS WITH DEPOSITOR
Michel A. Khalaf	President and Chief Executive Officer
Bryan E. Boudreau	Executive Vice President & Chief Actuary
Marlene Debel	Executive Vice President and Chief Risk Officer
Monica Curtis	Executive Vice President and Chief Legal Officer
John D. McCallion	Executive Vice President and Chief Financial Officer
John A. Hall	Executive Vice President and Treasurer
William C. O'Donnell	Executive Vice President
Bill Pappas	Executive Vice President, Global Technology & Operations
Tamara Schock	Executive Vice President and Chief Accounting Officer
Ramy Tadros	President, U.S. Business

 

Item 32. Persons Controlled by or under Common Control with the Depositor or The Registrant

The Registrant is a separate account of Metropolitan Life Insurance Company under the New York Insurance law. Under said law the assets allocated to the Separate Account are the property of Metropolitan Life Insurance Company. Metropolitan Life Insurance Company is a wholly-owned subsidiary of MetLife, Inc., a publicly traded company. The following outline indicates those persons who are controlled by or under common control with MetLife, Inc. No person is controlled by the Registrant.

ORGANIZATIONAL STRUCTURE OF METLIFE, INC. AND SUBSIDIARIES
AS OF December 31, 2023

The following is a list of subsidiaries of MetLife, Inc. updated as of December 31, 2023. Those entities which are listed at the left margin (labeled with capital letters) are direct subsidiaries of MetLife, Inc. Unless otherwise indicated, each entity which is indented under another entity is a subsidiary of that other entity and, therefore, an indirect subsidiary of MetLife, Inc. Certain inactive subsidiaries have been omitted from the MetLife, Inc. organizational listing. The voting securities (excluding directors’ qualifying shares, if any) of the subsidiaries listed are 100% owned by their respective parent corporations, unless otherwise indicated. The jurisdiction of domicile of each subsidiary listed is set forth in the parenthetical following such subsidiary. 

A.	Metropolitan Life Insurance Company (“MLIC”) (NY)
	1.	500 Grant Street GP LLC (DE)
	2.	500 Grant Street Associates Limited Partnership (CT) - 99% of 500 Grant Street Associates Limited Partnership is held by Metropolitan Life Insurance Company and 1% by 500 Grant Street GP LLC.
	3.	MLIC CB Holdings LLC (DE)
	4.	MetLife Retirement Services LLC (NJ)
	5.	MLIC Asset Holdings LLC (DE)
	6.	ML Bellevue Member LLC (DE)
	7.	ML Clal Member, LLC (DE) - 50.1% of ML Clal Member, LLC is owned by Metropolitan Life Insurance Company and 49.9% is owned by MetLife Reinsurance Company of Hamilton, Ltd.
	8.	CC Holdco Manager, LLC (DE)
	9.	Euro CL Investments, LLC (DE)
	10.	MetLife Holdings, Inc. (DE)
		a.	MetLife Credit Corp. (DE)
		b.	MetLife Funding, Inc. (DE)
	11.	6104 Hollywood, LLC (DE)
	12.	1350 Eye Street Owner LLC (DE) - 95.616439% of 1350 Eye Street Owner LLC is owned by Metropolitan Life insurance Company and 4.383561% is owned by Metropolitan Tower Life Insurance Company.
	13.	MetLife Securitization Depositor LLC (DE)
	14.	WFP 1000 Holding Company GP, LLC (DE)
	15.	MTU Hotel Owner, LLC (DE)
	16.	MetLife Water Tower Owner LLC (DE)
	17.	Missouri Reinsurance, Inc. (CYM)
	18.	The Building at 575 Fifth Avenue Mezzanine LLC (DE)
		a.	The Building at 575 Fifth Retail Holding LLC (DE)
		b.	The Building at 575 Fifth Retail Owner LLC (DE)
	19.	23rd Street Investments, Inc. (DE)
		a.	MetLife Capital Credit L.P. (DE)- 1% General Partnership interest is held by 23rd Street Investments, Inc. and 99% Limited Partnership interest is held by Metropolitan Life Insurance Company.
		b.	MetLife Capital Limited Partnership (DE)- 1% General Partnership interest is held by 23rd Street Investments, Inc. and 99% Limited Partnership interest is held by Metropolitan Life Insurance Company.

	c.	Long Island Solar Farm LLC (DE) - 90.39% membership interest is held by LISF Solar Trust in which MetLife Capital Limited Partnership has a 100% beneficial interest and the remaining 9.61% is owned by a third-party.
		1)	Met Canada Solar ULC (CAN)
20.	Plaza Drive Properties, LLC (DE)
21.	White Oak Royalty Company (OK)
22.	Metropolitan Tower Realty Company, Inc. (DE)
23.	Midtown Heights, LLC (DE)
24.	MetLife Legal Plans, Inc. (DE)
	a.	MetLife Legal Plans of Florida, Inc. (FL)
25.	MetLife Next Gen Ventures, LLC (DE)
26.	MetLife Properties Ventures, LLC (DE)
27.	MET 1065 Hotel, LLC (DE)
28.	ML MMIP Member, LLC (DE)
29.	Transmountain Land & Livestock Company (MT)
30.	MEX DF Properties, LLC (DE)
31.	PREFCO Fourteen, LLC (DE)
32.	ML HS Member LLC (DE)
33.	MetLife Tower Resources Group, Inc. (DE)
34.	MSV Irvine Property, LLC (DE) - 96% of MSV Irvine Property, LLC is owned by Metropolitan Life Insurance Company and 4% is owned by Metropolitan Tower Realty Company, Inc.
35.	Housing Fund Manager, LLC (DE)
	a.	MTC Fund I, LLC (DE) - Housing Fund Manager, LLC is the managing member and owns .01% and the remaining interests are held by a third-party member.
	b.	MTC Fund II, LLC (DE) - Housing Fund Manager, LLC is the managing member and owns .01% and the remaining interests are held by a third-party member.
	c.	MTC Fund III, LLC (DE) - Housing Fund Manager, LLC is the managing member and owns .01% and the remaining interests are held by a third-party member.
36.	Corporate Real Estate Holdings, LLC (DE)
37.	St. James Fleet Investments Two Limited (CYM)
38.	ML CW Member LLC (DE) - 92.7% of ML CW Member LLC is owned by Metropolitan Life Insurance Company and 7.3% is owned by Metropolitan Tower Life Insurance Company.
39.	MAV Trust Holdings LLC (DE)
40.	MAV 1 (DE)
41.	ML Clal Member 2.0, LLC (DE)
42.	MetLife CC Member, LLC (DE) - 95.122% of MetLife CC Member, LLC is owned by Metropolitan Life Insurance Company and 4.878% is owned by Metropolitan Tower Life Insurance Company.
43.	150 North Riverside PE Member, LLC (DE) - 81.45% of 150 North Riverside PE Member, LLC is owned by Metropolitan Life Insurance Company, 18.55% is owned by Metropolitan Tower Life Insurance Company.
44.	ML Port Chester SC Member, LLC (DE) - 60% of ML Port Chester SC Member, LLC is owned by Metropolitan Life Insurance Company and 40% is owned by Metropolitan Tower Life Insurance Company.
45.	MetLife 555 12th Member, LLC (DE) - 89.84% is owned by Metropolitan Life Insurance Company and 10.16% by Metropolitan Tower Life Insurance Company.
46.	ML Southlands Member, LLC (DE) - 60% of ML Southlands Member, LLC is owned by Metropolitan Life Insurance Company and 40% is owned by Metropolitan Tower Life Insurance Company.

47.	ML Cerritos TC Member, LLC (DE) - 60% of ML Cerritos TC Member, LLC is owned by Metropolitan Life Insurance Company and 40% is owned by Metropolitan Tower Life Insurance Company.
48.	ML Swan Mezz, LLC (DE)
	a.	ML Swan GP, LLC (DE)
49.	ML Dolphin Mezz, LLC (DE)
	a.	ML Dolphin GP, LLC (DE)
50.	Haskell East Village, LLC (DE)
51.	ML Sloan’s Lake Member, LLC (DE)
52.	ML 610 Zane Member, LLC (DE)
53.	HD Owner LLC (DE)
54.	ML Southmore, LLC (DE) - 99% of ML Southmore, LLC is owned by Metropolitan Life Insurance Company and 1% by Metropolitan Tower Life Insurance Company.
55.	ML Terminal 106 Member, LLC (DE) - 87.45% of ML Terminal 106 Member, LLC is held by Metropolitan Life Insurance Company and 12.55% by Metropolitan Tower Life Insurance Company.
56.	Boulevard Residential, LLC (DE)
57.	MetLife Ontario Street Member, LLC (DE)
58.	Pacific Logistics Industrial South, LLC (DE)
59.	MetLife Ashton Austin Owner, LLC (DE)
60.	MetLife Acoma Owner, LLC (DE)
61.	1201 TAB Manager, LLC (DE)
62.	MetLife 1201 TAB Member, LLC (DE)
63.	MetLife LHH Member, LLC (DE) - 99% of MetLife LHH Member, LLC is owned by Metropolitan Life Insurance Company and 1% is owned by Metropolitan Tower Life Insurance Company.
64.	ML 300 Third Member LLC (DE)
65.	MNQM TRUST 2020 (DE)
66.	MetLife RC SF Member, LLC (DE)
67.	Oconee Hotel Company, LLC (DE)
68.	Oconee Land Company, LLC (DE)
	a.	Oconee Land Development Company, LLC (DE)
	b.	Oconee Golf Company, LLC (DE)
	c.	Oconee Marina Company, LLC (DE)
69.	ML Hudson Member, LLC (DE)
70.	MLIC Asset Holdings II LLC (DE)
71.	MCJV, LLC (DE)
72.	ML Sentinel Square Member, LLC (DE)
73.	MetLife THR Investor, LLC (DE)
74.	ML Matson Mills Member LLC (DE)
75.	ML University Town Center Member, LLC (DE) - 87% of ML University Town Center Member, LLC is owned by Metropolitan Life Insurance Company and 13% is owned by Metropolitan Tower Life Insurance Company.
76.	Southcreek Industrial Holdings, LLC (DE)
77.	ML OMD Member, LLC (DE)
78.	MetLife OFC Member, LLC (DE)
79.	MetLife Camino Ramon Member, LLC (DE) - 99% of MetLife Camino Ramon Member, LLC is owned by Metropolitan Life Insurance Company and 1% by Metropolitan Tower Life Insurance Company.

80.	MetLife 425 MKT Member, LLC (DE) - 66.91% of MetLife 425 MKT Member, LLC is owned by Metropolitan Life Insurance Company and 33.09% is owned by MREF 425 MKT, LLC.
81.	MetLife GV Owner LLC (DE)
82.	MMP Owners III, LLC (DE)
	a.	MetLife Multi-Family Partners III, LLC (DE)
		1)	MMP Holdings III, LLC (DE)
			a)	MMP Cedar Street REIT, LLC (DE)
				(1)	MMP Cedar Street OWNER, LLC (DE)
			b)	MMP South Park REIT, LLC (DE)
				(1)	MMP South Park OWNER, LLC (DE)
			c)	MMP Olivian REIT, LLC (DE)
				(1)	MMP Olivian Owner, LLC (DE)
83.	MC Portfolio JV Member, LLC (DE)
84.	Pacific Logistics Industrial North, LLC (DE )
85.	ML Armature Member, LLC (DE) - 87.34% of ML Armature Member, LLC is owned by Metropolitan Life Insurance Company and 12.66% is owned by Metropolitan Tower Life Insurance Company.
86.	ML One Bedminster, LLC (DE)
87.	ML-AI MetLife Member 2, LLC (DE) - 98.97% of ML-AI MetLife Member 2, LLC’s ownership interest is owned by Metropolitan Life Insurance Company and 1.03% by Metropolitan Tower Life Insurance Company.
88.	ML-AI MetLife Member 3, LLC (DE)
89.	ML-AI MetLife Member 4, LLC (DE) - 60% owned by MLIC and 40% owned by Metropolitan Tower Life Insurance Company
90.	ML-AI MetLife Member 5, LLC (DE)
91.	MetLife HCMJV 1 GP, LLC (DE)
92.	MetLife HCMJV 1 LP, LLC (DE)
93.	ML Corner 63 Member, LLC (DE)
94.	MCRE BLOCK 40, LP (DE)
95.	ML Mililani Member, LLC (DE)- is owned at 95% by MLIC and 5% by Metropolitan Tower Life Insurance Company.
96.	MetLife Japan US Equity Owners LLC (DE)
97.	Sino-US United MetLife Insurance Co., Ltd. - 50% of Sino-US United MetLife Insurance Company, Ltd. is owned by MLIC and 50% is owned by a third-party.
98.	MMP Owners, LLC (DE)
99.	ML AG Member (DE)
100.	10700 Wilshire, LLC (DE)
101.	Chestnut Flats Wind, LLC (DE)
102.	ML Terraces, LLC (DE)
103.	Viridian Miracle Mile, LLC (DE)
104.	MetLife Boro Station Member, LLC (DE)
105.	ML PE Terminal 106, LLC (DE) - 87.45% of ML PE Terminal 106, LLC is owned by Metropolitan Life Insurance Company and 12.55% is owned by Metropolitan Tower Life Insurance Company.
106.	MetLife FM Hotel Member, LLC (DE)
	a.	LHCW Holdings (US) LLC (DE)
		1)	LHC Holdings (US) LLC (DE)
			a)	LHCW Hotel Holding LLC (DE)

					(1)	LHCW Hotel Holding (2002) LLC (DE)
					(2)	LHCW Hotel Operating Company (2002) LLC (DE)
	107.	White Tract II, LLC (DE)
	108.	MetLife 1007 Stewart, LLC (DE)
	109.	MetLife OBS Member, LLC (DE)
	110.	MetLife SP Holdings, LLC (DE)
		a.	MetLife Private Equity Holdings, LLC (DE)
	111.	MetLife Park Tower Member, LLC (DE)
		a.	Park Tower REIT, Inc. (DE)
			1)	Park Tower JV Member, LLC (DE)
	112.	MCPP Owners, LLC (DE) - 87.992% of MCPP Owners, LLC is owned by Metropolitan Life Insurance Company and 12.008% is owned by MetLife Reinsurance Company of Hamilton, Ltd.
		a.	MCPP Marbella Member, LLC (DE) - 50.1% of MCPP Marbella Member, LLC is owned by MCPP Owners, LLC and 49.9% is owned by third parties
	113.	MetLife Chino Member, LLC (DE)
	114.	MetLife 8280 Member, LLC (DE)
	115.	MetLife Campus at SGV Member LLC (DE)
B.	Versant Health, Inc. (DE)
	1.	Versant Health Holdco, Inc . (DE)
		a.	Versant Health Consolidation Corp, (DE)
			1)	Davis Vision, Inc. (NY)
				a)	Versant Health Lab, LLC (DE)
				b)	Davis Vision IPA, Inc. (NY)
		b.	Superior Vision Services, Inc. (DE)
			1)	Superior Vision Insurance, Inc. (AZ)
		c.	Vision Twenty-One Managed Eye Care IPA, Inc. (NY)
		d.	Superior Vision Insurance Plan of Wisconsin, Inc. (WI)
		e.	Superior Vision Benefit Management, Inc. (NJ)
			1)	Block Vision of Texas, Inc. (TX)
			2)	UVC Independent Practice Association, Inc. (NY)
			3)	Superior Vision of New Jersey, Inc. (NJ)
		f.	Vision 21 Physician Practice Management Company (FL)
C.	Metropolitan Tower Life Insurance Company (NE)
	1.	MTL Leasing, LLC (DE)
	2.	MetLife Assignment Company, Inc. (DE)
	3.	MTL HS Member LLC (DE)
	4.	MTL GV Owner LLC (DE)
D.	SafeGuard Health Enterprises, Inc. (DE)
	1.	MetLife Health Plans, Inc. (DE)
	2.	SafeGuard Health Plans, Inc. (CA)
	3.	SafeHealth Life Insurance Company (CA)
	4.	SafeGuard Health Plans, Inc. (FL)
	5.	SafeGuard Health Plans, Inc. (TX)

E.	American Life Insurance Company (DE)
	1.	BIDV MetLife Life Insurance Limited Liability Company (Vietnam) – 60.61% of BIDV MetLife Life Insurance Limited Liability Company is held by American Life Insurance Company and the remainder by third parties.
	2.	MetLife Insurance K.K. (Japan)
			1)	Fortissimo Co. Ltd. (Japan)
			2)	MetLife Japan Water Tower Owner (Blocker) LLC (DE)
			3)	MetLife Japan Owner (Blocker) LLC (DE)
	3.	Borderland Investments Limited (DE)
		a.	ALICO Hellas Single Member Limited Liability Company (Greece)
	4.	MetLife Global Holding Company I GmbH (Swiss)
		a.	MetLife, Life Insurance Company (Egypt) - 84.125% of MetLife, Life Insurance Company (Egypt) is owned by MetLife Global Holding Company I GmbH and the remaining interest by third parties.
		b.	MetLife Global Holding Company II GmbH (Swiss)
			1)	Closed Joint-Stock Company Master-D (Russia)
			2)	MetLife Colombia Seguros de Vida S.A. (Colombia) - 89.9999657134583% of MetLife Colombia Seguros de Vida S.A. is owned by MetLife Global Holding Company II GmbH, 10.0000315938813% is owned by MetLife Global Holding Company I GmbH, International Technical and Advisory Services Limited, Borderland Investments Limited and Natiloportem Holdings, LLC each own 0.000000897553447019009%.
			3)	PJSC MetLife (Ukraine) - 99.9988% of PJSC MetLife is owned by MetLife Global Holding Company II GmbH, .0006% is owned by International Technical and Advisory Services and the remaining .0006% is owned by Borderland Investments Limited.
			4)	MetLife Emeklilik ve Hayat A.S. (Turkey) - 99.98% of MetLife Emeklilik ve Hayat A.S. is owned by MetLife Global Holding Company II GmbH (Swiss) and the remaining by third parties.
			5)	MetLife Reinsurance Company of Bermuda Ltd. (Bermuda)
			6)	MM Global Operations Support Center, S.A. de C.V. (Mexico) - 99.999509% of MM Global Operations Support Center, S.A. de C.V. Mexico is held by MetLife Global Holding Company II GmbH (Swiss) and 0.000491% is held by MetLife Global Holding Company I GmbH (Swiss).
				a)	Fundación MetLife Mexico, A.C.
			7)	MetLife International Holdings, LLC (DE)
				a)	Natiloportem Holdings, LLC (DE)
					(1)	Excelencia Operativa y Tecnologica, S.A. de C.V. (Mexico) - 99.9% of Excelencia Operativa y Tecnologica, S.A. de C.V. is held by Natiloportem Holdings, LLC and .1% by MetLife Mexico Servicios, S.A. de C.V.
					(2)	MetLife Servicios S.A. (Argentina) - 19.12% of the shares of MetLife Servicios S.A. are held by Compania Inversora MetLife S.A. 80.88% are held by Natiloportem Holdings, LLC.
				b)	MAXIS GBN S.A.S. (France) - 50% of MAXIS GBN S.A.S. is held by MetLife International Holdings, LLC and the remainder by third parties.
					(1)	MAXIS Services, LLC (DE)
						(a)	MAXIS Insurance Brokerage Services, Inc. (DE)
				c)	MetLife Asia Limited (Hong Kong)
				d)	MetLife International Limited, LLC (DE)
				e)	Compania Inversora MetLife S.A. (Argentina) - 95.46% is owned by MetLife International Holdings, LLC and 4.54% is owned by Natiloportem Holdings, LLC.
				f)	MetLife Mas, S.A. de C.V. (Mexico) - 99.99964399% MetLife Mas, S.A. de C.V. is owned by MetLife International Holdings, LLC and .00035601% is owned by International Technical and Advisory Services Limited.
				g)	MetLife Planos Odontologicos Ltda. (Brazil) - 99.999% is owned by MetLife International Holdings, LLC and 0.001% is owned by Natiloportem Holdings, LLC.

	h)	MetLife Global Holdings Corporation S.A. de C.V. (Ireland) - 98.9% is owned by MetLife International Holdings, LLC and 1.1% is owned by MetLife International Limited, LLC.
		(1)	Metropolitan Global Management, LLC (Ireland) - 98.9% is owned by MetLife International Holdings, LLC and 1.1% is owned by MetLife International Limited, LLC.
		(2)	Metropolitan Global Management, LLC (Ireland) - 99.7% is owned by MetLife Global Holdings Corporation S.A. de C.V. and 0.3% is owned by MetLife International Holdings, LLC.
			(a)	MetLife Insurance Company of Korea, Ltd. (Republic of Korea)
				i.	MetLife Financial Services, Co., Ltd. (South Korea)
			(b)	MetLife UK Management Company (Limited) (England/UK)
			(c)	MetLife Mexico Holdings, S. de R.L. de C.V. (Mexico) - 99.99995% is owned by Metropolitan Global Management, LLC and .00005% is owned by MetLife International Holdings, LLC.
				i.	MetLife Mexico, S.A. de C.V. (Mexico) - 99.050271% is owned by MetLife Mexico Holdings, S. de R.L. de C.V. and .949729% is owned by MetLife International Holdings, LLC.
				ii.	MetLife Pensiones Mexico S.A. (Mexico)- 97.5125% is owned by MetLife Mexico Holdings, S. de R.L. de C.V. and 2.4875% is owned by MetLife International Holdings, LLC.
					1)	ML Capacitacion Comercial S.A. de C.V. (Mexico) - 99.7% is owned by MetLife Global Holdings Corporation S.A. de C.V. and 0.3% is owned by MetLife International Holdings, LLC.
				iii.	MetLife Mexico Servicios, S.A. de C.V. (Mexico) - 99.050271% is owned by MetLife Mexico Holdings, S. de R.L. de C.V. and .949729% is owned by MetLife International Holdings, LLC.
		(3)	MetLife Ireland Treasury d.a.c (Ireland)
			(a)	MetLife General Insurance Limited (Australia)
			(b)	MetLife Insurance Limited (Australia) - 91.16468% of MetLife Insurance Limited (Australia) is owned by MetLife Ireland Treasury d.a.c and 8.83532% by MetLife Global Holdings Corp. S.A. de C.V.
				i.	MetLife Services Pty Limited (Australia)
				ii.	MetLife Investments Pty Limited (Australia)
					1)	MetLife Insurance and Investment Trust (Australia) - MetLife Insurance and Investment Trust is a trust vehicle, the trustee of which is MetLife Investments PTY Limited (“MIPL”). MIPL is a wholly owned subsidiary of MetLife Insurance PTY Limited.
	i)	AmMetLife Insurance Berhad (Malaysia) - 50.000002% of AmMetLife Insurance Berhad is owned by MetLife International Holdings, LLC and the remainder by a third-party.
	j)	AmMetLife Takaful Berhad (Malaysia) - 49.9999997% of AmMetLife Takaful Berhad is owned by MetLife International Holdings, LLC and the remainder by a third-party.
	k)	MetLife Worldwide Holdings, LLC (DE)
	l)	Metropolitan Life Seguros e Previdencia Privada S.A. (Brazil) - 66.662% is owned by MetLife International Holdings, LLC, 33.337% is owned by MetLife Worldwide Holdings, LLC and 0.001% is owned by Natiloportem Holdings, LLC.
	m)	PNB MetLife India Insurance Company Limited - 46.87% of PNB MetLife India Insurance Company Limited is owned by MetLife International Holdings, LLC and the remainder is owned by third parties.
	n)	MetLife Administradora de Fundos Multipatrocinados Ltda. (Brazil) - 99.99998% of MetLife Administradora de Fundos Multipatrocinados Ltda. is owned by MetLife International Holdings, LLC and 0.00002% by Natiloportem Holdings, LLC.
8)	MetLife Investment Management Limited (England/UK)
9)	MetLife Innovation Center Limited (Ireland)
10)	MetLife Asia Holding Company Pte. Ltd. (Singapore)

			11)	MetLife Innovation Centre Pte. Ltd (Singapore)
			12)	ALICO Operations LLC (DE)
				a)	MetLife Seguors S.A (Uruguay)
				b)	MetLife Asset Management Corp. (Japan)
			13)	MetLife Asia Services Sdn. Bhd (Malaysia)
			14)	MetLife EU Holding Company Limited (Ireland)
				a)	MetLife Services Cyprus Ltd (Cyprus)
				b)	MetLife Solutions S.A.S. (France)
				c)	Agenvita S.r.l. (Italy)
					i.	MetLife Services Sociead Limitada (Spain)
					ii.	MetLife Europe d.a.c. (Ireland)
					iii.	MetLife Pension Trustees Limited (England/UK)
				d)	MetLife Services EOOD (Bulgaria)
					i.	MetLife Europe Insurance d.a.c.
					ii.	MetLife Europe Services Limited (Ireland)
				e)	Metropolitan Life Societate de Administrare a unui Fond de Pensil Administrat Privat S.A. (Romania - 99.9903% of Metropolitan Life Societate de Administrare a unui Fond de Pensii Administrat Privat S.A. is owned by MetLife EU Holding Company Limited and 0.0097% by MetLife Europe Services Limited.
			15)	MetLife UK Limited (UK)
			16)	MetLife Investment Management Holdings (Ireland) Limited (Ireland)
				a)	MetLife Investments Asia (Hong Kong)
				b)	MetLife Investments Limited (England/UK)
				c)	MetLife Latin America Asesorias e Inversiones Limitada 5 (CHL)
				d)	MetLife Investment Management Europe Limited (Ireland)
				e)	Affirmative Investment Management Partners Ltd (UK)
				f)	Affirmative Investment Management Australia Pty Ltd (Australia)
				g)	Affirmative Investment Management Japan K.K. (Japan)
	5.	ALICO Properties, Inc. (DE) - 51% of ALICO Properties, Inc. is owned by American Life Insurance Company and the remaining interest by third parties.
		a.	Global Properties, Inc. (DE)
	6.	International Technical and Advisory Services Limited (DE)
F.	MetLife Chile Inversiones Limitada (CHL) - 72.35109659% is owned by MetLife, Inc., 24.8823628% by American Life Insurance Company (“ALICO”), 2.76654057% is owned by Inversiones MetLife Holdco Dos Limitada and 0.00000004% is owned by Natiloportem Holdings, LLC.
	1.	MetLife Chile Seguros de Vida S.A. (CHL) - 99.997% is held by MetLife Chile Inversiones Limitada and 0.003% by International Technical and Advisory Services Limited.
		a.	MetLife Chile Administradora de Mutuos Hipotecarios S.A. (CHL) - 99.9% is held by MetLife Chile Seguros de Vida S.A. and 0.1% is held by MetLife Chile Inversiones Limitada.
	2.	Inversiones MetLife Holdco Tres Limitada (CHL) - 97.13% of Inversiones MetLife Holdco Tres Limitada is owned by MetLife Chile Inversiones Limitada and 2.87% is owned by Inversiones MetLife Holdco Dos Limitada.
		a.	AFP Provida S.A. (CHL) - 42.3815% of AFP Provida S.A. is owned by Inversiones MetLife Holdco Dos Limitada, 42.3815% is owned by Inversiones MetLife Holdco Tres Limitada, 10.9224% is owned by MetLife Chile Inversiones Limitada and the remainder is owned by the public.
		b.	Provida Internacional S.A. (CHL) - 99.99% of Provida Internacional S.A. is owned by AFP Provida S.A and 0.01% is owned by MetLife Chile Inversiones Limitada.

		c.	AFP Genesis Administradora de Fondos y Fidecomisos S.A. (Ecuador) - 99.9% of AFP Genesis Administradora de Fondos y Fidecomisos S.A. is owned by Provida Internacional S.A. and 0.1% by MetLife Chile Inversiones Limitada
	3.	MetLife Chile Seguros Generales, S.A. (CHL) - 99.99% of MetLife Chile Seguros Generales S.A. is owned by MetLife Chile Inversiones Limitada and 0.01% is owned by Inversiones MetLife Holdco Dos Limitada.
G.	MetLife Global, Inc. (DE)
H.	MetLife Investment Management Holdings, LLC (DE)
	1.	MetLife Real Estate Lending LLC (DE)
	2.	ML Venture 1 Manager, S. de R.L. de C.V. (MEX) - 99.9% is owned by MetLife Investment Management Holdings, LLC and 0.1% is owned by MetLife Investment Management Holdings (Ireland) Limited.
	3.	ML Venture 1 Servicer, LLC (DE)
	4.	Raven Capital Management LLC (DE)
		a.	RCM Music GP I LLC (DE)
			1)	Raven Music Opportunity Fund LP (DE)
		b.	Raven Senior Loan Fund, LLC (DE)
		c.	RPM Fund I GP LLC (NY)
			1)	RPM Fund I LP (NY)
		d.	Raven Capital Management GP LLC (DE)
			1)	Raven Asset-Based Opportunity Fund II LP (DE)
			2)	Raven Asset-Based Opportunity Offshore Fund III LP (CYM)
		e.	Raven Capital Management GP II LLC (DE)
			1)	Raven Asset Based Credit Fund I LP (CYM)
		f.	Raven Capital Management GP IV LP (DE)
			1)	Raven Asset-Based Opportunity Fund IV LP (DE)
			2)	Raven Asset-Based Opportunity Offshore Fund IV LP (CYM)
		g.	RPM Fund II GP LLC (NY)
			1)	RPM Fund II LP (NY)
			2)	RPM Offshore Fund II LP (CYM)
		h.	RCM CF GP LLC (DE)
			1)	Raven Asset-Based Credit (Onshore) Fund II LP (DE)
			2)	Raven Asset-Based Credit Fund II LP (CYM)
			3)	Raven Evergreen Credit Fund II LP (DE)
	5.	MetLife Investment Management, LLC (DE)
		a.	MIM I LLC (PA)
		b.	MIM MetWest International Manager, LLC (DE)
		c.	MIM ML-AI Venture 5 Manager, LLC (DE)
		d.	MIM Clal General Partner, LLC (DE)
		e.	MLIA Manager I, LLC (DE)
		f.	MetLife Alternatives GP, LLC (DE)
			1)	MetLife International HF Partners, LP (CYM) - 90.30% of the Limited partnership interests of this entity is owned by MetLife Insurance K.K. (Japan) and 9.70% is owned by MetLife Insurance Company of Korea Limited.
			2)	MetLife International PE Fund III, LP (CYM) - 92.09% of the limited partnership interests of MetLife International PE Fund III, LP is owned by MetLife Insurance K.K. (Japan) and 7.91% is owned by MetLife Insurance Company of Korea Limited.

	3)	MetLife International PE Fund IV, LP (CYM) - 96.21% of the limited partnership interests of MetLife International PE Fund IV, LP is owned by MetLife Insurance K.K. (Japan) and 3.79% is owned by MetLife Insurance Company of Korea Limited.
	4)	MetLife International PE Fund V, LP (CYM) - 96.73% of the Limited partnership interests of this entity is owned by MetLife Insurance K.K. (Japan) and the remaining 3.27% is owned by MetLife Insurance Company of Korea.
	5)	MetLife International PE Fund VI, LP (CYM) - 96.53% of the Limited partnership interests of this entity is owned by MetLife Insurance K.K. (Japan) and the remaining 3.47% is owned by MetLife Insurance Company of Korea.
	6)	MetLife International PE Fund VII, LP (CYM) - MetLife Alternatives GP, LLC is the general partner of MetLife International PE Fund VII, LP. MetLife Insurance K.K. (Japan) is the sole limited partner.
	7)	MetLife International PE Fund VIII, LP (CYM)
g.	MLIA Park Tower Manager, LLC (DE)
h.	MetLife 425 MKT Manager, LLC (DE)
i.	ML Navy Yard Member, LLC (DE)
j.	ML 335 8th PE Member, LLC (DE)
k.	ML Bellevue Manager, LLC (DE)
l.	1350 Eye Street Manager, LLC (DE)
m.	MetLife Core Property Fund GP, LLC (DE)
	1)	MetLife Core Property Fund, LP (DE) - MetLife Core Property Fund GP, LLC is the general partner of MetLife Core Property Fund, LP (the “Fund”). A substantial majority of the limited partnership interests in the Fund are held by third parties. The following affiliates hold limited partnership interests in the Fund: Metropolitan Life Insurance Company owns 14.40%, Metropolitan Life Insurance Company (on behalf of Separate Account 746) owns 2.09%, MetLife Insurance Company of Korea Limited owns 1.52%, MetLife Insurance KK owns 8.1%, Metropolitan Tower Life Insurance Company owns 0.04% and Metropolitan Tower Life Insurance Company (on behalf of Separate Account 152) owns 3.85%.
		a)	MetLife Core Property REIT, LLC (DE)

		b)	MetLife Core Property Holdings, LLC (DE) - MetLife Core Property Holdings, LLC also holds, directly or indirectly, the following limited liability companies (partial and/or indirect ownership indicated in parenthesis): MCP Alley24 East, LLC; MCPF Foxborough, LLC (100%); MCP One Westside, LLC; MCP 7 Riverway, LLC; MCPF Acquisition, LLC; MCP SoCal Industrial – Springdale, LLC; MCP SoCal Industrial – Concourse, LLC; MCP SoCal Industrial – Kellwood, LLC; MCP SoCal Industrial – Redondo, LLC; MCP SoCal Industrial – Fullerton, LLC; MCP SoCal Industrial – Loker, LLC; MCP Paragon Point, LLC; MCP The Palms at Doral, LLC; MCP EnV Chicago, LLC; MCP Financing, LLC; MCP 1900 McKinney, LLC; MCP 550 West Washington, LLC; MCP 3040 Post Oak, LLC; MCP Plaza at Legacy, LLC; MCP SoCal Industrial – LAX, LLC; MCP SoCal Industrial - Anaheim, LLC; MCP West Fork, LLC; MCP SoCal Industrial – Bernardo, LLC; MCP Ashton South End, LLC; MCP Lodge At Lakecrest, LLC; MCP Main Street Village, LLC; MCP Trimble Campus, LLC; MCP Stateline, LLC; MCP Broadstone, LLC; MCP Highland Park Lender, LLC; MCP Buford Logistics Center Bldg B, LLC; MCP 22745 & 22755 Relocation Drive, LLC; MCP 9020 Murphy Road, LLC; MCP Northyards Holdco, LLC; MCP Northyards Owner, LLC (100%); MCP Northyards Master Lessee, LLC (100%); MCP VOA Holdings, LLC; MCP VOA I & III, LLC (100%); MCP VOA II, LLC (100%); MCP West Broad Marketplace, LLC; MCP Grapevine, LLC; MCP Union Row, LLC; MCP Fife Enterprise Center, LLC; MCP 2 Ames, LLC; MCP 2 Ames Two, LLC (100%); MCP 2 Ames One, LLC (100%); MCP 2 Ames Owner, LLC (100%); MCP 350 Rohlwing, LLC; MCP- Wellington, LLC; MCP Onyx, LLC; MCP Valley Forge, LLC; MCP Valley Forge Two, LLC (100%); MCP Valley Forge One, LLC (100%); MCP Valley Forge Owner, LLC (100%); MCP MA Property REIT, LLC; MCPF - Needham, LLC (100%); 60 11th Street, LLC (100%); MCP-English Village, LLC; MCP 100 Congress Member, LLC; Des Moines Creek Business Park Phase II, LLC; MCP Magnolia Park Member, LLC; MCP Denver Pavilions Member, LLC; MCP Seattle Gateway Industrial I, LLC; MCP Seattle Gateway Industrial II, LLC; MCP Seventh and Osborn Retail Member, LLC; MCP Astor at Osborn, LLC; MCP Burnside Member, LLC; MCP Key West, LLC; MCP Vance Jackson, LLC; MCP Mountain Technology Center Member TRS, LLC; MCP Vineyard Avenue Member, LLC; MCP Shakopee, LLC; MCP 93 Red River Member, LLC; MCP Frisco Office, LLC; MCP Center Avenue Industrial Member, LLC; MCP 220 York, LLC; MCP 1500 Michael, LLC; MCP Sleepy Hollow Member, LLC; MCP Clawiter Innovation Member, LLC; MCP Bradford, LLC; MCP 50-60 Binney, LLC; MCP Hub I, LLC; MCP Hub I Property, LLC (100%); MCP Dillon, LLC; MCP Dillon Residential, LLC; MCP Optimist Park Member, LLC; MCP 38 th West Highland, LLC; MCP Longhaven Estates Member, LLC. Mountain Technology Center A, LLC; Mountain Technology Center B, LLC; Mountain Technology Center C, LLC; Mountain Technology Center D, LLC; Mountain Technology Center E, LLC; MCP Frisco Office Two, LLC; MCP Gateway Commerce Center 5, LLC; MCP Allen Creek Member, LLC; Center Avenue Industrial, LLC (81.28%); Center Avenue Industrial Venture, LLC (81.28%); MCP HH Hotel LB Trust (100%); Vineyard Avenue Industrial Venture, LLC (79.81%) and Vineyard Avenue Industrial, LLC (79.81%); MCP 122 E. Sego Lilly, LLC; MCP HH Hotel LB, LLC; MCP HH Hotel TRS, LB, LLC (100%); MCP Block 23 Residential Owner, LLC; MCP Rausch Creek Logistics Center Member I, LLC; MCP Rausch Creek Logistics Center Member II, LLC; MCP 249 Industrial Business Park, LLC (100%); MCP Alder Avenue Industrial Member, LLC (100%); MCP Valley Boulevard Industrial Member, LLC (100%); MCP Ranchero Village MHC Member, LLC; MCP MCFA Additional PropCo 1, LLC; MCP MCFA Additional PropCo 2, LLC; MCP MCFA Additional PropCo 3, LLC; MCP MCFA Additional PropCo 4, LLC; MCP MCFA Additional PropCo 5, LLC.
			(1)	MCP Property Management, LLC (DE)
			(2)	MetLife Core Property TRS, LLC (DE)
				(a)	MCP HH Hotel LB Trust (MD)
					i.	MCP HH Hotel TRS, LB , LLC (DE)
				(b)	MCP ESG TRS, LLC (DE)
				(c)	MCP COMMON DESK TRS, LLC (DE)
n.	MetLife Senior Direct Lending GP, LLC (DE)
	1)	MetLife Senior Direct Lending Finco, LLC (DE)
	2)	Metlife Senior Direct Lending GP II, LLC (DE)
	3)	MetLife Senior Direct Lending Holdings, LP (DE)
	4)	MetLife Senior Direct Lending GP II, LLC (DE)
	5)	MLJ US Feeder LLC (DE) - MetLife Senior Direct Lending GP, LLC is the Manager of MLJ US Feeder LLC. MetLife Insurance K.K. is the sole member.
o.	MetLife Commercial Mortgage Income Fund GP, LLC (DE)

	1)	MetLife Commercial Mortgage Income Fund, LP (DE) - MetLife Commercial Mortgage Income Fund GP, LLC is the general partner of MetLife Commercial Mortgage Income Fund, LP (the “Fund”). A majority of the limited partnership interests in the Fund are held by third parties. The following affiliates hold limited partnership interests in the Fund: Metropolitan Life Insurance Company owns 27.35%, MetLife Insurance Company of Korea Limited owns 1.04%, and Metropolitan Tower Life Insurance Company owns 3.62%.
		a)	MetLife Commercial Mortgage REIT, LLC (DE)
			(1)	MetLife Commercial Mortgage Originator, LLC (DE)
				(a)	MCMIF Holdco I, LLC (DE)
				(b)	MCMIF Holdco II, LLC (DE)
				(c)	MCMIF Holdco III, LLC (DE)
	(2)	MCMIF Holdco IV, LLC (DE)
	(3)	MCMIF TRS II, LLC (DE)
p.	MIM Campus at SGV Manager, LLC (DE)
q.	MIM Clal General Partner 2.0, LLC (DE)
r.	MetLife Strategic Hotel Debt Fund GP, LLC (DE)
	1)	MetLife Strategic Hotel Debt Fund, LP (DE) - MetLife Strategic Hotel Debt Fund GP, LLC is the general partner of MetLife Strategic Hotel Debt Fund, LP (the “Fund”). The following affiliates committed to hold limited partnership interests in the Fund: Metropolitan Life Insurance Company (46.88%) and Metropolitan Tower Life Insurance Company (26.04%). The remainder is held by a third-party.
		a)	MetLife Strategic Hotel Originator, LLC (DE)
			(1)	MSHDF Holdco I, LLC (DE)
			(2)	MSHDF Holdco II, LLC (DE)
s.	MetLife Investment Private Equity Partners Ultimate GP, LLC (DE)
	1)	MetLife Investment Private Equity Partners Ultimate GP, LP (DE) -MetLife Investment Private Equity Partners Ultimate GP, LLC is the general partner of MetLife Investment Private Equity Partners GP, L.P. (the “Fund”). The interests in the Fund are held exclusively by third parties.
		a)	MetLife Investment Private Equity Partners LP (DE) -MetLife Investment Private Equity Partners GP, L.P. is the general partner of MetLife Investment Private Equity Partners, L.P. (the “Fund”). The GP holds 0.0001% of the interests in the Fund and the remainder is held by third parties.
		b)	MetLife Investment Private Equity Partners (Feeder), LP (CYM) -MetLife Investment Private Equity Partners GP, L.P. is the general partner of MetLife Investment Private Equity Partners (Feeder), L.P. (the “Fund”). The interests in the Fund are held exclusively by third parties.
t.	MetLife Single Family Rental Fund GP, LLC (DE)
	1)	MetLife Single Family Rental Fund, LP (DE)
		(a)	MSFR Sawdust Member, LLC (DE)
		(b)	MSFR Acquisition, LLC (DE)
		(c)	MSFR Meridian McCordsville Member, LLC (DE)
		(d)	MSFR North Maple Member, LLC (DE)
		(e)	MSFR Jimmy Deloach Member, LLC (DE)
	2)	MetLife Single Family Rental Feeder A, LP (DE)
	3)	MetLife Single Family Rental Feeder J, LLC (DE)
	4)	MetLife Single Family Rental Holdings A, LP (DE)
u.	MetLife Loan Asset Management LLC (DE)
v.	MIM CM Syndicator LLC (DE)
w.	MetLife MMPD II Special, LLC (DE)
x.	ML - URS Port Chester SC Manager, LLC (DE)

y.	Hampden Square Manager LLC (DE)
z.	MLIA SBAF Manager, LLC (DE)
aa.	MLIA SBAF Colony Manager LLC (DE)
bb.	MIM Property Management, LLC (DE)
	1)	MIM Property Management of Georgia 1, LLC (DE)
cc.	ML Terminal 106 Manager, LLC (DE)
dd.	MIM Steel House Manager, LLC (DE)
ee.	MIM Rincon Manager, LLC (DE)
ff.	MetLife Middle Market Private Debt Parallel GP, LLC (DE)
	1)	MetLife Middle Market Private Debt Parallel Fund, LP (CYM) - MetLife Middle Market Private Debt Parallel GP, LLC is the general partner of MetLife Middle Market Private Debt Parallel Fund, LP. The following affiliate holds a limited partnership interest in the Fund: MetLife Insurance K.K. (Japan) (100%).
gg.	MetLife Enhanced Core Property Fund GP, LLC (DE)
	1)	MetLife Enhanced Core Property Fund, LP (DE) - MetLife Enhanced Core Property Fund GP is the general partner of MetLife Enhanced Core Property Fund LP (the “Fund”). The following affiliates hold limited partnership interests in the Fund: 33.3328% is held by Metropolitan Life Insurance Company and 33.3328% is held by Metropolitan Tower Life Insurance Company. The remainder is held by third parties.
		a)	MetLife Enhanced Core Property REIT, LLC (DE) - MetLife Enhanced Core Property Fund, LP is the manager of MetLife Enhanced Core Property REIT, LLC (the “Fund”) and holds 99.9% of the membership interests in the Fund. The remainder is held by third parties.
			(1)	MetLife Enhanced Core Property Holdings, LLC (DE) - also holds, directly or indirectly, the following limited liability companies (partial and/or indirect ownership indicated in parenthesis): MetLife Enhanced Core TRS, LLC; MEC Patriot Park 5 LLC; MEC Fillmore Cherry Creek, LLC; MEC 7001 Arlington, LLC; MEC Salt Lake City Hotel Owner, LLC; MEC Salt Lake City TRS Lessee, LLC (100%); MEC 83 Happy Valley Member, LLC; MEC Rivard Road Member, LLC; MEC Heritage Creekside Owner, LLC; MEC Burlington Woods Biocenter, LLC; MEC MA Property REIT, LLC; MEC Property Management, LLC; MEC Whiteland Logistics, LLC MEC Chapel Hills East Member, LLC; MEC The Overlook LLC.
hh.	Commonwealth ML Manager LLC (DE)
ii.	GV Venture Manager LLC (DE)
jj.	MetLife Japan GV GP LLC (DE)
	1)	MetLife Japan GHV (Hotel) Fund LP (DE) - MetLife Japan GV GP LLC is the general partner of MetLife Japan GHV (Hotel) Fund LP. MetLife Japan GHV (Hotel) Fund LP is owned (i) 55.865222% by MetLife GV Owner LLC, (ii) 10.027182 % by MTL GV Owner LLC, and (iii) 34.107596% by MetLife Japan Owner (Blocker) LLC.
	2)	MetLife Japan GMV (Mall) Fund LP (DE) - MetLife Japan GV GP LLC is the general partner of MetLife Japan GMV (Mall) Fund LP. MetLife Japan GMV (Mall) Fund LP is owned (i) 55.845714% by MetLife GV Owner LLC, (ii) 10.058134% by MTL GV Owner LLC, and (iii) 34.096152% by MetLife Japan Owner (Blocker) LLC.
kk.	MIM LS GP, LLC (DE)
	1)	MetLife Long Short Credit Fund, LP (DE) - MIM LS GP, LLC is the general partner of MetLife Long Short Credit Fund, LP (the “Fund”). Metropolitan Life Insurance Company owns 100% of the Fund.
	2)	MetLife Long Short Credit Master Fund, LP (DE) - MIM LS GP, LLC is the general partner of MetLife Long Short Credit Master Fund, LP (the “Fund”). MetLife Long Short Credit Fund, LP is the sole limited partner in the Fund.
	3)	MetLife Long Short Credit Parallel Fund, LP (CYM) - MIM LS GP, LLC is the general partner of MetLife Long Short Credit Parallel Fund, LP (the “Fund”) and is the sole partner in the Fund.
ll.	MetLife Middle Market Private Debt GP II, LLC (DE)
	1)	MetLife Middle Market Private Debt Fund II, LP (DE) - MetLife Middle Market Private Debt GP II, LLC is the general partner of MetLife Middle Market Private Debt Fund II, LP (the “Fund”). “.16%” of the Fund is held by MetLife employees. The remainder of the Fund is held by third parties.
mm.	CW Property Manager LLC (DE)

			1)	MAG Manager LLC (DE)
		nn.	MIM OMD Manager LLC (DE)
		oo.	MetLife Japan US Equity Fund GP LLC (DE)
			1)	MetLife Japan US Equity Fund LP (DE) - MetLife Japan US Equity Fund GP, LLC is general partner of MetLife Japan US Equity Fund LP (“Fund”). The following affiliates hold a limited partnership interest in the Fund LP: 51% is owned by MetLife Japan US Equity Owners LLC and 49% by MetLife Japan US Equity Owners (Blocker).
				a)	MetLife Japan US Equity Owners (Blocker) LLC (DE) - MetLife Japan US Equity Fund GP, LLC is the manager of MetLife Japan US Equity Owners (Blocker) LLC. MetLife Insurance K.K. (Japan) is the sole member.
					(1)	MetLife ConSquare Member, LLC (DE)
					(2)	MREF 425 MKT, LLC (DE)
		pp.	MetLife Japan Water Tower GP LLC (DE)
			1)	MetLife Japan Water Tower Fund LP (DE) - MetLife Japan Water Tower GP LLC is the general partner of MetLife Japan Water Tower Fund LP. MetLife Japan Water Tower Fund LP is owned approximately 68.7% by MetLife Water Tower Owner LLC and 31.3% by MetLife Japan Water Tower Owner (Blocker) LLC.
		qq.	MIM Alder Avenue Industrial Manager, LLC (DE)
		rr.	MIM Valley Boulevard Industrial Manager, LLC (DE)
		ss.	MIM Intersect Manager, LLC (DE)
		tt.	Water Tower Manager LLC (DE)
		uu.	MMIP Manager, LLC (DE)
		vv.	MIM Rausch Creek Logistics Center Manager I, LLC (DE)
		ww.	MIM Rausch Creek Logistics Center Manager II, LLC (DE)
		xx.	MIM Cooperative Manager, LLC (DE)
		yy.	MIM EMD GP, LLC (DE)
			1)	MetLife Emerging Market Debt Blend Fund (Insurance Rated), L.P. (DE) - MIM EMD GP, LLC is the general partner of MetLife Emerging Market Debt Blend Fund (Insurance Rated), L.P. (the “Fund”). Metropolitan Life Insurance Company owns 62.8% of the Fund. The remainder is held by third parties.
		zz.	MetLife Middle Market Private Debt GP, LLC (DE)
			1)	MetLife Middle Market Private Debt Fund, LP (DE) - MetLife Middle Market Private Debt GP, LLC is the general partner of MetLife Middle Market Private Debt Fund, L.P (the “Fund”). The following affiliates hold limited partnership interests in the Fund: 30.25% is held by MetLife Private Equity Holdings, LLC, 30.25% is held by Metropolitan Life Insurance Company, 3.46% is held by MetLife Middle Market Private Debt GP, LLC. The remainder is held by a third party.
		aaa.	CW Property Manager LLC (DE)
		bbb.	Commonwealth ML Manager LLC (DE)
		ccc.	MIM Clal General Partner 2.0, LLC (DE)
		ddd.	MAG Manager LLC (DE)
		eee.	MSFR Acquisition, LLC (DE)
		fff.	MSFR Meridian McCordsville Member, LLC (DE)
		ggg.	MetLife Single Family Rental Feeder A, LP (DE)
		hhh.	MetLife Single Family Rental Holdings A, LP (DE)
I.	MetLife Insurance Brokerage, Inc. (NY)
J.	Cova Life Management Company (DE)
K.	MetLife Consumer Services, Inc. (DE)
L.	MetLife Global, Inc. (DE)

M.	MetLife Reinsurance Company of Hamilton, Ltd. (Bermuda)
N.	MetLife Global Benefits, Ltd. (CYM)
O.	Newbury Insurance Company, Limited (DE)
P.	MetLife European Holdings, LLC (DE)
Q.	Inversiones MetLife Holdco Dos Limitada (CHL) - 99.99946% of Inversiones MetLife Holdco Dos Limitada is owned by MetLife, Inc., 0.000535% is owned by MetLife International Holdings, LLC. and 0.0000054% is owned by Natiloportem Holdings, LLC.
R.	MetLife Reinsurance Company of Charleston (SC)
S.	MetLife Capital Trust IV (DE)
T.	MetLife Home Loans, LLC (DE)
U.	MetLife Pet Insurance Solutions, LLC (KY)
V.	Metropolitan General Insurance Company (RI)
W.	MetLife Insurance Brokerage, Inc. (NY)
X.	MetLife Reinsurance Company of Vermont (VT)
Y.	MetLife Group, Inc. (NY)
	1.	MetLife Services and Solutions, LLC (DE)
		a.	MetLife Solutions Pte. Ltd. (SGP)
			1)	MetLife Services East Private Limited (IND) - 99.99% of MetLife Services East Private Limited is owned by MetLife Solutions Pte. Ltd. and .01% by Natiloportem Holdings, LLC
			2)	MetLife Global Operations Support Center Private Limited (IND) - 99.99999% of MetLife Global Operations Support Center Private Limited is owned by MetLife Solutions Pte. Ltd. and 0.00001% is owned by Natiloportem Holdings, LLC.
Z.	MetLife Investors Group, LLC (DE)
	1.	MetLife Investors Distribution Company (MO)
	2.	MetLife Investments Securities, LLC (DE)

1) The voting securities (excluding directors’ qualifying shares, if any) of each subsidiary shown on the organizational chart are 100% owned by their respective parent corporation, unless otherwise indicated.

2) The Metropolitan Money Market Pool and MetLife Intermediate Income Pool are pass-through investment pools, of which Metropolitan Life Insurance Company and/or its subsidiaries and/or affiliates are general partners.

3) The MetLife, Inc. organizational chart does not include real estate joint ventures and partnerships of which MetLife, Inc. and/or its subsidiaries is an investment partner. In addition, certain inactive subsidiaries have also been omitted.

4) MetLife Services EEIG is a cost-sharing mechanism used in the EU for EU-affiliated members.

Item 33. Indemnification

As described in their respective governing documents, MetLife, Inc. (the ultimate parent of the Depositor and MetLife Investors Distribution Company, the Registrant’s principal underwriter (the Underwriter )), which is incorporated in the state of Delaware, and the Depositor, which is incorporated in the state of New York, shall indemnify any person who is made or is threatened to be made a party to any civil or criminal suit, or any administrative or investigative proceeding, by reason of the fact that such person is or was a director or officer of the respective company, under certain circumstances, against liabilities and expenses incurred by such person.

MetLife, Inc. also has adopted a policy to indemnify employees ( MetLife Employees ) of MetLife, Inc. or its affiliates ( MetLife ), including any MetLife Employees serving as directors or officers of the Depositor or the Underwriter. Under the policy, MetLife, Inc. will, under certain circumstances, indemnify MetLife Employees for losses and expenses incurred in connection with legal actions threatened or brought against them as a result of their service to MetLife. The policy excludes MetLife directors and others who are not MetLife Employees, whose rights to indemnification, if any, are as described in the charter, bylaws or other arrangement of the relevant company.

MetLife, Inc. also maintains a Directors and Officers Liability and Corporate Reimbursement Insurance Policy under which the Depositor and the Underwriter, as well as certain other subsidiaries of MetLife, are covered. MetLife, Inc. also has secured a Financial Institutions Bond.

Insofar as indemnification for liability arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Company, pursuant to the foregoing provisions, or otherwise, the Company has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer or controlling person of the Company in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Company will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

Item 34. Principal Underwriters

(a) MetLife Investors Distribution Company also serves as principal underwriter and distributor of the Contracts. MetLife Investors Distribution Company is the principal underwriter for the following investment companies:

General American Separate Account Eleven
General American Separate Account Twenty-Eight
General American Separate Account Twenty-Nine
General American Separate Account Two
Metropolitan Life Separate Account E
Metropolitan Life Separate Account UL
Metropolitan Life Variable Annuity Separate Account II
Metropolitan Tower Life Separate Account One
Metropolitan Tower Life Separate Account Two
New England Life Retirement Investment Account
New England Variable Annuity Fund I
Paragon Separate Account A
Paragon Separate Account B
Paragon Separate Account C
Paragon Separate Account D
Security Equity Separate Account Twenty-Seven
Separate Account No. 13S

(b)

MetLife Investors Distribution Company is the principal underwriter for the Contracts. The following persons are officers and directors of MetLife Investors Distribution Company. The principal business address for MetLife Investors Distribution Company is 200 Park Avenue, New York, NY 10166. 

Name and Principal Business Address	Positions and Offices With Underwriter
Jessica T. Good 200 Park Avenue New York, NY 10166	Director, Chair of the Board, President and Chief Executive Officer
Kelli Buford 200 Park Avenue New York, NY 10166	Secretary
Bradd Chignoli 200 Park Avenue New York, NY 10166	Director and Senior Vice President
Michael Yick 1 MetLife Way Whippany, NJ 07981	Vice President and Treasurer
Alexis Kuchinsky One MetLife Way Whippany, NJ 07981	Chief Compliance Officer
Geoffrey Fradkin 200 Park Avenue New York, NY 10166	Vice President

Name and Principal Business Address	Positions and Offices With Underwriter
Gabriel Lopez 200 Park Avenue New York, NY 10166	Director and Senior Vice President
Eric Latalladi 200 Park Avenue New York, NY 10166	Senior Vice President and Chief Information Security Officer
Thomas Schuster 200 Park Avenue New York, NY 10166	Director and Senior Vice President
Stuart Turetsky 200 Park Avenue New York, NY 10166	Assistant Vice President, Chief Financial Officer and Chief Accounting Officer
Geeta Alphonso-Napoli 200 Park Avenue New York, NY 10166	Chief Legal Officer
Anika Wall 200 Park Avenue New York, NY 10166	Director and Vice President

(c)

Compensation from the Registrant. 

(1) Name of Principal Underwriter	(2) Net Underwriting Discounts and Commissions	(3) Compensation on Events Occasioning the Deduction of a Deferred Sales Load	(4) Brokerage Commissions	(5) Other Compensation
MetLife Investors Distribution Insurance Company	$4,522,591	$0	$0	$0

Item 35. Location of Accounts and Records

The following companies will maintain possession of the documents required by Section 31(a) of the Investment Company Act of 1940 and the Rules thereunder:

(a)

Metropolitan Life Insurance Company
200 Park Avenue
New York, NY 10166

(b)

MetLife Investors Distribution Company
200 Park Avenue
New York, NY 10166

(c)

MetLife
18210 Crane Nest Drive
Tampa, FL 33647

Item 36. Management Services

Not applicable

Item 37. Fee Representation

Depositor hereby makes the following representation:

Metropolitan Life Insurance Company represents that the fees and charges deducted under the Policy described in this Registration Statement, in the aggregate, are reasonable in relation to the services rendered, the expenses to be incurred, and the risks assumed by Metropolitan Life Insurance Company under the Policies.

Signatures

Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant certifies that it meets all of the requirements for effectiveness of this registration statement under rule 485(b) under the Securities Act and has duly caused this registration statement to be signed on its behalf by the undersigned, duly authorized, in the City of New York, and State of New York, on this 23rd day of April, 2024. 

Metropolitan Life Separate Account UL (Registrant)
By:	Metropolitan Life Insurance Company (Depositor)
By:	/s/ Michael Schmidt
Michael Schmidt
Vice President

 

METROPOLITAN LIFE INSURANCE COMPANY (Depositor)
BY:	/s/ Michael Schmidt
Michael Schmidt
Vice President

Signatures

Pursuant to the requirements of the Securities Act of 1933, this Amendment to the Registration Statement has been signed by the following persons, in the capacities indicated, on the 23rd day of April, 2024. 

SIGNATURE	TITLE
*
R. Glenn Hubbard	Chairman of the Board and Director
*
Michel A. Khalaf	President and Chief Executive Officer and Director
*
John D. McCallion	Executive Vice President and Chief Financial Officer
*
Tamara Schock	Executive Vice President and Chief Accounting Officer
*
Cheryl W. Grisé	Director
*
Carlos M. Gutierrez	Director
*
Carla A. Harris	Director
*
Gerald L. Hassell	Director
*
Laura Hay	Director
*
David L Herzog	Director
*
Jeh Charles Johnson	Director
*
Edward J. Kelly, III	Director
*
William E. Kennard	Director

SIGNATURE	TITLE
*
Catherine R. Kinney	Director
*
Diana McKenzie	Director
*
Denise M. Morrison	Director
*
Mark A. Weinberger	Director

 

By:	/s/ ROBIN WAGNER
	Robin Wagner Attorney-in-fact
	April 23, 2024

*

Metropolitan Life Insurance Company. Executed by Robin Wagner on behalf of those indicated pursuant to powers of attorney.

EX-99.(F)(II)

METROPOLITAN LIFE INSURANCE COMPANY

Amended and Restated By-Laws

(as of December 21, 2023)

Amended and Restated

By-Laws of Metropolitan Life Insurance Company

ARTICLE I

SHAREHOLDERS

Section 1.1   Annual Meetings. The annual meeting of the shareholders of the corporation for the election of directors and for the transaction of such other business as properly may come before such meeting shall be held on the second Tuesday of June, or otherwise, within 30 days before or after that date, as the board of directors of the corporation (the “Board”) may determine, provided that the Superintendent of Financial Services of the State of New York (or any governmental officer, body or authority that succeeds the Superintendent as the primary regulator of the corporation’s insurance business under applicable law) is given notice of the date determined by the Board prior to such date, at such place, either within or without the State of New York, as may be fixed from time to time by resolution of the Board and set forth in the notice or waiver of notice of the meeting. In lieu of an annual meeting of shareholders, action may be taken by the unanimous written consent of the shareholders in accordance with Section 1.9 hereof.

Section 1.2   Special Meetings. Special meetings of the shareholders may be called at any time by the Chairman of the Board, the Chief Executive Officer (or, in the event of such Chief Executive Officer’s absence or disability, by any Director who is also an officer (hereafter, an “Officer Director”)), or the Board. A special meeting shall be called by the Chief Executive Officer (or, in the event of such Chief Executive Officer’s absence or disability, by an Officer Director), or by the Secretary, immediately upon receipt of a written request therefor by shareholders holding in the aggregate not less than 25% of the outstanding shares of the corporation at the time entitled to vote at any meeting of the shareholders, which request shall state the purpose or purposes of such meeting. If such officers shall fail to call such meeting within 20 days after receipt of such request, any shareholder executing such request may call such meeting. Such special meetings of the shareholders shall be held at such places, within or without the State of New York, as shall be specified in the respective notices or waivers of notice thereof.

Section 1.3   Notice of Meetings. The Secretary or any Assistant Secretary shall cause written notice of the place, date and hour of each meeting of the shareholders, and, in the case of a special meeting, the purpose or purposes for which such meeting is called and by or at whose direction such notice is being issued, to be given personally, by electronic communication or first class mail, not fewer than ten nor more than sixty days before the date of the meeting.

No notice of any meeting of shareholders need be given to any shareholder who submits a signed waiver of notice, in person or by proxy, whether before or after the meeting. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the shareholders need be specified in a written waiver of notice. The attendance of any shareholder, in person or by proxy, at a meeting of shareholders shall constitute a waiver of notice of such meeting, except when the shareholder attends a meeting for the express purpose of objecting, prior to the conclusion of the meeting, to the transaction of any business on the ground that the meeting is not lawfully called or convened.

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Section 1.4   Quorum. Except as otherwise required by law or by the Amended and Restated Charter of the corporation (the “Charter”), the presence in person or by proxy of the holders of record of a majority of the votes of shares entitled to vote at any meeting of shareholders shall constitute a quorum for the transaction of business at such meeting. When a quorum is once present to organize a meeting, it is not broken by the subsequent withdrawal of any shareholders.

Section 1.5   Voting. Every holder of record of shares entitled to vote at a meeting of shareholders shall be entitled to one vote for each share standing in such shareholder’s name on the books of the corporation on the record date set therefor. Except as otherwise required by law, by the Charter, or by Section 1.7 hereof (regarding the election of directors), any corporate action shall be authorized by a majority of the votes cast in favor of or against such action by the holder of record of shares represented at any meeting at which a quorum is present. An abstention shall not constitute a vote cast.

Section 1.6   Proxies. Every shareholder entitled to vote at any meeting of the shareholders or to express consent to or dissent from corporate action without a meeting may, in any legally valid manner, authorize another person or persons to vote at any such meeting and express such consent or dissent for such shareholder by proxy. No such proxy shall be voted or acted upon after the expiration of eleven months from the date of such proxy, unless such proxy provides for a longer period. Every proxy shall be revocable at the pleasure of the shareholder executing it, except in those cases where applicable law provides that a proxy shall be irrevocable.

Section 1.7   Election and Term of Directors. The directors shall be elected at each annual meeting of the shareholders to hold office until the next annual meeting of shareholders. Each director shall hold office until the expiration of the term for which he or she is elected and until such director’s successor has been duly elected and qualified, or until his or her earlier death, resignation or removal. At each annual meeting of the shareholders of the corporation, at which a quorum is present, the directors shall be elected by a plurality of the votes cast by the holders of shares entitled to vote in such election.

Section 1.8   Organization; Procedure. The Board shall determine whom from among the officers or directors of the corporation shall preside at the meeting of shareholders. The order of business and all other matters of procedure at every meeting of shareholders may be determined by such chairperson. The Secretary, or in the event of the Secretary’s absence or disability, an Assistant Secretary or, in the Assistant Secretary’s absence, an appointee of the chairperson, shall act as Secretary of the meeting.

Section 1.9   Consent of Shareholders in Lieu of Meeting. Whenever the vote of shareholders at a meeting thereof is required or permitted to be taken for or in connection with any corporate action, by law, by the Charter or by these By-Laws, the meeting and vote of shareholders may be dispensed with, if all of the shareholders who would have been entitled to vote upon the action if such meeting were held shall consent in writing to such corporate action being taken.

ARTICLE II

BOARD OF DIRECTORS

Section 2.1   Regular Board Meetings. Regular meetings of the Board for the transaction

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of any business shall be held at such times and places, either within or without the State of New York, as may be fixed from time to time by resolution of the Board; provided, however, that at least one regular meeting of the Board shall be held in each calendar year. Except as otherwise required by law or these By-Laws, notice of regular meetings need not be given.

Section 2.2   Special Board Meetings, Waiver of Notice. Special meetings of the Board shall be held whenever called by the Chairman of the Board, the Chief Executive Officer or any three directors. Special meetings of the Board may be called (i) if notice is given to each Director personally or by telephone, including a voice messaging system, or other system or technology designed to record and communicate messages, telegraph, facsimile, electronic mail or other electronic means, on such advance notice as the person or persons calling such meeting may deem necessary or appropriate in the circumstances, or (ii) if notice is mailed to each Director, addressed or transmitted to him or her at such Director’s usual place of business or other designated location, on five (5) days’ notice. Notice of any meeting of the Board need not, however, be given to any director who submits a signed waiver of notice, whether before or after the meeting, or who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice. Every such notice shall state the time, place and purpose of the meeting.

Section 2.3   Participation by Telephone. Any one or more members of the Board or any committee thereof may participate in any meeting of the Board or such committee by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at a meeting of the Board or such committee for quorum and voting purposes.

Section 2.4   Action Without a Meeting. Any action which is required or permitted to be taken by the Board or any committee thereof may be taken without a meeting if all members of the Board or such committee consent in writing to the adoption of a resolution authorizing the action. The resolution and the written consents thereto by the members of the Board or such committee shall be filed with the minutes of the proceedings of the Board or committee.

Section 2.5   Number, Quorum and Adjournments. The Board shall consist of not less than seven directors (except for vacancies temporarily unfilled) nor more than thirty directors, as may be determined by the Board by resolution adopted by a majority of the authorized number of directors immediately prior to any such determination. The authorized number of directors of the corporation may be increased or decreased at any time by a vote of the majority of the authorized number of directors immediately prior to such vote; provided, however, that no such decrease in the authorized number of directors shall shorten the term of any incumbent director. Not less than one-third of the directors shall be persons who are not officers or employees of the corporation or of any entity controlling, controlled by, or under common control with the corporation and who are not beneficial owners of a controlling interest in the voting stock of the corporation or any such entity (“Non-Management Directors”). At any meeting of the Board, the presence of at least a majority of the authorized number of directors, at least one of whom shall be a Non-Management Director, shall constitute a quorum for the transaction of business.

Except as otherwise provided by law or these By-Laws, the vote of a majority of the directors present at the time of the vote, if a quorum is present at such time, shall be the act of the Board. A majority of the directors present, whether or not a quorum shall be present, may adjourn any meeting. Notice of the time and place of an adjourned meeting of the Board shall be given if and

4

as determined by a majority of the directors present at the time of the adjournment.

Section 2.6   Presiding Director. The Chairman shall preside at meetings of the Board. In the absence of the Chairman, the Board shall determine whom from among the directors shall preside at meetings of the Board.

Section 2.7   Board Vacancies. Any vacancy in the Board, including any vacancy resulting from any increase in the authorized number of directors or the removal of any director, except a removal of a director without cause, shall be filled by a vote of the Board until the next annual meeting of shareholders of the corporation and until such director’s successor shall have been elected and qualified; provided, however, that if the number of directors then in office is less than a quorum, any vacancy may be filled by a vote of a majority of directors then in office.

Section 2.8   Chairman. The Board shall elect a Chairman of the Board from among the directors. The Chairman of the Board shall have such duties and powers as set forth in these By-Laws or as shall otherwise be conferred upon the Chairman from time to time by the Board.

ARTICLE III

COMMITTEES

Section 3.1   Standing Committees. The Board shall have the following standing committees, each consisting of not less than three directors, as shall be determined by the Board:

Executive Committee

Investment Committee

Compensation Committee

Audit Committee

Governance and Corporate Responsibility Committee

Finance and Risk Committee

Section 3.2   Designation of Members and Chair of Standing Committees. At its first meeting following the annual meeting of shareholders of the corporation, the Board shall, by resolution adopted by a majority of the then authorized number of directors, designate from among the directors the members of the standing committees and from among the members of each such committee a chair thereof, which members shall serve as such, at the pleasure of the Board, so long as they shall continue in office as directors, until the meeting following the next annual meeting of shareholders of the corporation and thereafter until the appointment of their successors. Each member of the Audit Committee, the Compensation Committee and the Governance and Corporate Responsibility Committee shall be a Non-Management Director, and not less than one-third of the members of each other committee shall be Non-Management Directors. The Board may by similar resolution designate one or more directors as alternate members of such committees, who may replace any absent member or members at any meeting of such committees; provided, however, that the membership of the committee shall satisfy the preceding sentence following such designation. Vacancies in the membership or chair positions of any standing committee may be filled in the same manner as original designations at any regular or special meeting of the Board.

Section 3.3   Notices of Times of Meetings of Standing Committees and Presiding

5

Directors. Meetings of each standing committee shall be held upon call of the Chairman of the Board, or upon call of the chair of such standing committee or two members of such standing committee. Meetings of each standing committee may also be held at such other times as it may determine. Meetings of a standing committee shall be held at such places and upon such notice as it shall determine or as shall be specified in the calls of such meetings. Any such chair, if present, or such member or members of each committee as may be designated by the Chairman of the Board, shall preside at meetings thereof or, in the event of the absence or disability of any thereof or failing such designation, the committee shall select from among its members present a presiding director.

Section 3.4   Quorum. At each meeting of any standing committee there shall be present to constitute a quorum for the transaction of business at least a majority of the members but in no event less than two members, at least one of whom shall be a Non-Management Director. Subject to the preceding sentence, any alternate member who is replacing an absent member shall be counted in determining whether a quorum is present. The vote of a majority of the members present at a meeting of any standing committee at the time of the vote, if a quorum is present at such time, shall be the act of such committee.

Section 3.5   Standing Committee Minutes. Each of the standing committees shall keep minutes of its meetings.

Section 3.6   Executive Committee. The Executive Committee, during the intervals between meetings of the Board, except as otherwise provided in Section 3.13, shall have and may exercise the authority of the Board in the management of the property, business and affairs of the corporation.

Section 3.7   Investment Committee. The Investment Committee, subject to and as may be provided in any resolution of the Board, shall have and may exercise the authority of the Board with respect to the management of the investment assets of the corporation, including purchases and sales thereof.

Section 3.8   Compensation Committee. The Compensation Committee shall recommend to the Board the selection of all principal officers (as determined by the Committee) and such other officers as the Committee may determine to elect or appoint as officers, shall evaluate the performance and recommend to the Board the compensation of such principal officers and such other officers as the Committee may determine. Except as otherwise provided in any resolution of the Board, the Committee shall have and may exercise all the authority of the Board with respect to compensation, benefits and personnel administration of the employees of the corporation and may elect or appoint officers as provided in Section 4.2 of these By-Laws.

Section 3.9   Audit Committee. The Audit Committee shall have and may exercise the authority of the Board: to recommend to the Board the selection of the corporation’s independent certified public accountants; to review the scope, plans and results relating to the internal and external audits of the corporation and its financial statements; and to review the financial condition of the corporation. Except as otherwise provided in any resolution of the Board, the Committee shall have and may exercise the authority of the Board: to monitor and evaluate the integrity of the corporation’s financial reporting processes and procedures; to assess the significant business and financial risks and exposures of the corporation and to evaluate the adequacy of the corporation’s internal controls in connection with such risks and exposures, including, but not limited to,

6

accounting and audit controls over cash, securities, receipts, disbursements and other financial transactions; and to review the corporation’s policies on ethical business conduct and monitor compliance therewith.

Section 3.10   Governance and Corporate Responsibility Committee. The Governance and Corporate Responsibility Committee shall nominate candidates for director for election by shareholders and for filling vacancies on the Board. Except as otherwise provided in any resolution of the Board, the Committee shall review and make recommendations to the Board with respect to the organization, structure, size, composition and operation of the Board and its Committees, including, but not limited to, the compensation for non-employee directors and shall review and make recommendations with respect to other corporate governance matters and matters that relate to the corporation’s status as a subsidiary of a publicly-held company.

Section 3.11   Finance and Risk Committee. The Finance and Risk Committee shall, in conformity with guidelines established from time to time by the Board, approve or make recommendations to the Board with respect to the approval of financial matters, including, but not limited to, acquisitions and divestitures proposed by management, the payment of dividends on the corporation’s outstanding equity securities, investments in and funding of the corporation’s subsidiaries and affiliates, and the issuance or assumption by the corporation of financial guarantees, indemnity obligations and other contingent obligations.

Section 3.12   Special Committees. The Board may, by resolution adopted by a majority of the then authorized number of directors, designate special committees, each consisting of three or more directors of the corporation, which committees, except as otherwise prescribed by law or by Section 3.13, shall have and may exercise the authority of the Board to the extent provided in the resolutions designating such committees. Nothing herein shall be deemed to prevent the Chairman of the Board from appointing one or more special committees of directors for the purpose of advising the Chief Executive Officer; provided, however, that no such committee shall have or may exercise any authority of the Board.

Section 3.13   Limitations of the Authority of Committees. Notwithstanding any other provisions of these By-Laws, no committee shall have authority as to the following matters:

(1) the submission to shareholders of any action that needs shareholder approval under applicable law;

(2) the filling of vacancies in the Board or in any committee;

(3) the fixing of compensation of the directors for serving on the Board or on any committee;

(4) the amendment or repeal of these By-Laws or adoption of new By-Laws; and

(5) the amendment or repeal of any resolution of the Board which by its terms shall not be so amendable or repealable.

ARTICLE IV

OFFICERS

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Section 4.1   Chief Executive Officer. The Board shall determine whom from among the officers shall act as Chief Executive Officer.

Subject to the control of the Board and to the extent not otherwise prescribed by these By-Laws, the Chief Executive Officer shall supervise the carrying out of the policies adopted or approved by the Board, shall manage the business of the Company and shall possess such other powers and perform such other duties as may be incident to the office of chief executive officer.

Section 4.2   Other Officers. In addition to the Chief Executive Officer, the Board may elect or appoint one or more Presidents, one or more Vice-Presidents, a Chief Financial Officer, a Secretary, a Treasurer, a Controller and a General Counsel or Chief Legal Officer, and such other officers as it may deem appropriate, except that officers of the rank of Vice-President and below may be elected or appointed by the Compensation Committee of the Board. Officers may also be elected or appointed as provided in the corporation’s Charter. Officers other than the Chief Executive Officer shall have such powers and perform such duties as may be authorized by these By-Laws or by or pursuant to authorization of the Board or the Chief Executive Officer.

Section 4.3   Removal. All officers elected or appointed by the Board or the Compensation Committee shall hold office at the pleasure of the Board or the Compensation Committee, as applicable. An officer elected by the shareholders may be removed, with or without cause, by vote of the shareholders, but the officer’s authority to act as an officer may be suspended by the Board for cause.

ARTICLE V

EXECUTION OF PAPERS

Section 5.1   Instruments. Any officer, or any employee or agent designated for the purpose by the Chief Executive Officer, or a designee of the Chief Executive Officer, shall have power to execute all instruments in writing necessary or desirable for the corporation to execute in the transaction and management of its business and affairs (including, without limitation, contracts and agreements, transfers of bonds, stocks, notes and other securities, proxies, powers of attorney, deeds, leases, releases, satisfactions and instruments entitled to be recorded in any jurisdiction, but excluding, to the extent otherwise provided for in these By-Laws, authorizations for the disposition of the funds of the corporation deposited in its name and policies, contracts, agreements, amendments and endorsements of, for or in connection with insurance or annuities).

Section 5.2   Deposits; Checks. Any funds of the corporation may be deposited from time to time in such banks, trust companies or other depositaries as may be determined by the Board, the Chief Executive Officer, the Chief Financial Officer or the Treasurer or by such officers or agents as may be authorized by the Board or the Chief Executive Officer, the Chief Financial Officer or the Treasurer to make such determination. All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such agent or agents of the corporation, and in such manner, as the Board or the Chief Executive Officer from time to time may determine.

Section 5.3   Policies. All policies, contracts, agreements, amendments and endorsements, executed by the corporation as insurer, of, for or in connection with insurance or

8

annuities shall bear such signature or signatures of such officer or officers as may be designated for the purpose by the Board.

Section 5.4   Facsimile Signatures. All instruments necessary or desirable for the corporation to execute in the transaction and management of its business and affairs, including those set forth in Section 5.2 and 5.3 of these By-Laws, may be executed by use of or bear facsimile signatures or other marks as and to the extent authorized by the Board or a committee thereof or the chief executive officer. If any officer or employee whose facsimile signature has been placed upon any form of instrument shall have ceased to be such officer or employee before an instrument in such form is issued, such instrument may be issued with the same effect as if such person had been such officer or employee at the time of its issue.

ARTICLE VI

CAPITAL STOCK

Section 6.1   Certificates of Shares. Every holder of shares in the corporation shall be entitled to have a certificate (unless such shares shall be uncertificated shares) signed by, or in the name of the corporation by (i) the Chairman of the Board, a President or a Vice-President, and (ii) by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary, certifying the number of shares owned by him or her in the corporation. Such certificate shall be in such form as the Board may determine, to the extent consistent with applicable provisions of law, the Charter and these By-Laws.

Section 6.2   Lost, Stolen or Destroyed Certificates. The Board may direct that a new certificate be issued in place of any certificate previously issued by the corporation alleged to have been lost, stolen or destroyed, upon delivery to the Board of an affidavit of the owner or owners of such certificate, setting forth such allegation. The Board may require the owner of such lost, stolen or destroyed certificate, or such owner’s legal representative, to give the corporation a bond sufficient to indemnify it against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of any such new certificate.

Section 6.3   Transfers of Stock; Registered Shareholders. Shares of stock of the corporation shall be transferable only upon the books of the corporation kept for such purpose upon surrender to the corporation or its transfer agent or agents of a certificate (unless such shares shall be uncertificated shares) representing shares, duly endorsed or accompanied by appropriate evidence of succession, assignment or authority to transfer.

The Board, subject to these By-Laws, may make such rules, regulations and conditions as it may deem expedient concerning the subscription for, issue, transfer and registration of, shares of stock. Except as otherwise provided by law, the corporation, prior to due presentment for registration of transfer, may treat the registered owner of shares as the person exclusively entitled to vote, to receive notifications, and otherwise to exercise all the rights and powers of an owner.

Section 6.4   Record Date. For the purpose of determining the shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or to express consent to or dissent from any proposal or corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to

9

exercise any rights in respect of any change, conversion or exchange of shares or for the purpose of any other lawful action, the Board may fix, in advance, a record date, which shall not be more than sixty days nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action.

Section 6.5   Transfer Agent and Registrar. The Board may appoint one or more transfer agents and one or more registrars, and may require all certificates representing shares to bear the signature of any such transfer agents or registrar. The same person may act as transfer agent and registrar for the corporation.

Section 6.6   Dividends. Subject to any applicable provisions of law and the Charter, dividends or other distributions upon the outstanding shares of the corporation may be declared by the Board at any regular or special meeting of the Board, and any such dividend or distribution may be paid in cash, property, bonds or shares of the corporation, including the bonds or shares of other corporations, except as limited by applicable law.

ARTICLE VII

GENERAL

Section 7.1   Indemnification of Directors and Officers. To the full extent permitted by the laws of the State of New York, the corporation shall indemnify any person made or threatened to be made a party to any action or proceeding, whether civil or criminal, by reason of the fact that such person, or such person’s testator or intestate,

(1) is or was a director of the corporation (but not also an employee of the corporation or any of its affiliates), or

(2) with respect to acts or omissions prior to February 25, 2014 as to which the officer requested indemnification from the corporation prior to February 25, 2014, is or was an officer of the corporation,

against judgments, fines, amounts paid in settlement and reasonable expenses, including attorneys’ fees, actually and necessarily incurred in connection with or as a result of such action or proceeding, or any appeal therein.

ARTICLE VIII

EMERGENCY BOARD OF DIRECTORS

Section 8.1   Emergency Board of Directors. Notwithstanding any different provision in the New York Business Corporation Law, the New York Insurance Law, the Charter, or these By-Laws, (i) during a period in which, by reason of loss of life, epidemic disease, destruction or damage of property, contamination of property by radiological, chemical or bacteriological means, or disruption of the means of transportation and communications, resulting from an attack (as defined in Article 1 of the New York State Defense Emergency Act), it is impossible or impracticable for the business of insurance in New York to be conducted in strict accord with the provisions of law or charters applicable thereto, and (ii) to the extent required by declaration of the Superintendent of Financial Services under such Act, prior to such period and after an attack, as a result of which a

10

quorum of the Board cannot readily be convened for action, this By-Law provision shall apply. All the powers and duties vested in the Board shall vest automatically in an Emergency Board of Directors (the “Emergency Board”), which shall consist of all members of the Board who are readily available and capable of acting. The Emergency Board shall use all reasonable efforts to promptly provide notice of the change in the status of the Board to the Superintendent of Financial Services of the New York State Department of Financial Services. This Emergency Board shall have and may exercise all of the powers of the Board in the management of the business and affairs of the corporation. A meeting of the Emergency Board may be called by any director or any member of the most senior executive management committee of the corporation (the “Executive Leadership Team”).

Notice of the time and place of the meeting shall be given by or on behalf of the person calling the meeting to only such of the directors as it may be feasible to reach at the time and by such means as may be feasible at the time, including by telephone, personal delivery, facsimile or email. Such notice shall be given at such time in advance of the meeting as circumstances permit in the judgment of the person calling the meeting. Two members in attendance shall constitute a quorum at any meeting of the Emergency Board. The Emergency Board shall continue to be vested with the powers and duties of the Board until such time following the emergency as a quorum of the original members of the Board prior to the emergency can readily be convened for action.

ARTICLE IX

AMENDMENT OF BY-LAWS

Section 9.1   Amendments. These By-Laws or any of them may be amended, altered or repealed by the Board at any regular or special meeting if written notice setting forth the proposed amendment, alteration or repeal shall have been mailed or otherwise provided to all directors at least five days before the meeting or upon the affirmative vote by the holders of a majority of the outstanding shares; provided, however, that Section 7.1 of these By-Laws may not be amended, altered or repealed by the Board or the shareholders so as to affect adversely any then existing rights of any director or officer.

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EX-99.(G)(B)(I)

         

COINSURANCE AND MODIFIED COINSURANCE AGREEMENT

Between

METROPOLITAN LIFE INSURANCE COMPANY

(referred to as the Ceding Company)

and

FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY

(referred to as the Reinsurer)

TABLE OF CONTENTS

Article I. Definitions		1
Section 1.1.	Definitions	1
Article II. Basis of Reinsurance and Business Reinsured		22
Section 2.1.	Coverage	22
Section 2.2.	Insurance Contract Changes; Seriatim List	22
Section 2.3.	Liability	23
Section 2.4.	Indemnity Reinsurance	23
Section 2.5.	Territory	23
Section 2.8.	Separate Accounts	24
Section 2.9.	Annuitizations	26
Section 2.10.	Additional Premiums	26
Section 2.12.	Replacements; Conversions	26
Article III. Payments; Additional Consideration		28
Section 3.1.	Initial Reinsurance Premium	28
Section 3.3.	Net Settlement	30
Section 3.4.	Delayed Payments	31
Section 3.5.	Defenses	31
Section 3.6.	Offset	31
Section 3.7.	Premium Taxes	32
Section 3.8.	Expense Allowance	32
Section 3.10.	Reports from the Ceding Company	34
Section 3.11.	Modco Reserve Adjustment	35
Article IV. Administration		37
Section 4.1.	Administration	37

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Article VI. Oversights; Cooperation		51
Section 6.1.	Oversights	51
Section 6.2.	Cooperation	51
Section 6.3.	Changes to RBC Ratio	51
Article VII. Insolvency		52
Section 7.1.	Insolvency of the Ceding Company	52
Article VIII. Duration; Recapture		52
Section 8.1.	Duration	52
Section 8.2.	Survival	52
Section 8.3.	Recapture	53
Section 8.6.	Reinsurer Termination for Non-Payment	55
Article X. Taxes		56
Section 10.1.	Withholding	56
Section 10.2.	DAC Tax Adjustment	57

ii

Article XI. Miscellaneous		57
Section 11.1.	Expenses	57
Section 11.2.	Notices	58
Section 11.3.	Severability	59
Section 11.4.	Entire Agreement	59
Section 11.5.	Assignment	59
Section 11.6.	No Third Party Beneficiaries	59
Section 11.7.	Amendment	60
Section 11.8.	Submission to Jurisdiction	60
Section 11.9.	Governing Law	60
Section 11.10.	Waiver of Jury Trial	60
Section 11.11.	Specific Performance	60
Section 11.12.	Waivers	61
Section 11.13.	Rules of Construction	61
Section 11.14.	Counterparts	62
Section 11.15.	Treatment of Confidential Information	62
Section 11.16.	Incontestability	63
Section 11.17.	Sanctions	63

iii

iv

COINSURANCE AND MODIFIED COINSURANCE AGREEMENT

THIS COINSURANCE AND MODIFIED COINSURANCE AGREEMENT (this “Agreement”) is made and entered into on November 16, 2023 (the “Closing Date”) and is effective as of the Effective Time by and between Metropolitan Life Insurance Company, a New York-domiciled insurance company (the “Ceding Company”), and First Allmerica Financial Life Insurance Company, a Massachusetts-domiciled insurance company (the “Reinsurer”). For purposes of this Agreement, the Ceding Company and the Reinsurer shall each be deemed a “Party” and together the “Parties.”

WHEREAS, the Ceding Company, Metropolitan Tower Life Insurance Company, a Nebraska-domiciled insurance company (“MTL”), the Reinsurer and Commonwealth Annuity and Life Insurance Company, a Massachusetts-domiciled insurance company (“CwA”), have entered into a Master Transaction Agreement dated as of May 25, 2023 (the “Master Transaction Agreement”);

WHEREAS, the Master Transaction Agreement provides, among other things, for the Ceding Company and the Reinsurer to enter into this Agreement;

                                                                                                                                                                                                                                                                       

                                                                                                                                                                                                                                                                                                                            and

WHEREAS, simultaneously with the execution and delivery of this Agreement on the date hereof, MTL and CwA will enter into a Coinsurance and Modified Coinsurance Agreement pursuant to which MTL will cede to CwA certain blocks of retail universal life and variable universal life policies and retail fixed deferred and fixed and variable immediate annuity contracts written by MTL (the “MTL Reinsurance Agreement”).

NOW, THEREFORE, in consideration of the mutual and several promises and undertakings herein contained, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Ceding Company and the Reinsurer agree as follows:

ARTICLE I.

DEFINITIONS

Section 1.1. Definitions. The following terms have the respective meanings set forth below throughout this Agreement:

“Accrued Interest”                                                                

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“Action” means any claim, action, suit, litigation, arbitration, investigation, hearing, charge, complaint, demand or other similar proceeding by or before any Governmental Authority or arbitrator or arbitration panel or similar Person or body.

“ADBR” means the accelerated death benefit rider                                                                                                                                                

“Additional Consideration” has the meaning set forth in Section 3.2(a).

“Additional Reports” has the meaning set forth in Section 3.10(b).

“Adjusted MLIC Ceding Commission”                                                

“Administrative Services” has the meaning set forth in Section 4.1(a).

“Affiliate” means, with respect to any specified Person, any other Person that, at the time of determination, directly or indirectly through one or more intermediaries, Controls, is Controlled by or is under common Control with such specified Person.

                                                                                                                                           

“Agreement” has the meaning set forth in the Preamble.

“Allocated Premium Taxes”                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

“Annuitization” or “Annuitize” means an exchange of (a) the entire accumulated cash value of a Reinsured Contract that is an annuity contract or (b) the entire death benefit of a Reinsured Contract that is a life insurance policy for a series of periodic income payments, whether for a specific period of time or for the life of the annuitant, insured life or other beneficiary.

“Applicable Privacy Laws” means applicable Laws relating to privacy, data protection, information security, data breach or the collection and use of personal information, including, but not limited to, the Gramm-Leach Bliley Act, 15 U.S.C. § 6809(4); the California Consumer Privacy Act,

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Cal. Civ. Code § 1798.100 et Seq; the New York Department of Financial Services Cybersecurity Rule, 23 NYCRR 500; and any U.S. state level adoption of the NAIC Model Laws #668, #670, #672, and #673.

“Applicable Tax Gross-Up Percentage”                                                                                

“Asset Report” has the meaning set forth in Section 5.4.

“Books and Records” means all (either originals or copies at the discretion of the Ceding Company) books and records and all other similar documentation in the possession or control of the Ceding Company or its Affiliates or service providers to the extent relating to the Reinsured Liabilities, the Reinsured Contracts or the Separate Accounts,                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

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“Business” has the meaning set forth in the Master Transaction Agreement.

“Business Day” means any day that is not a Saturday, Sunday or other day on which commercial banks in the City of New York, New York or Boston, Massachusetts are required or authorized by Law to be closed.

“Capital Reporting Deadline”                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

“Cash Surrender Value” means, as of any date of determination and with respect to any Reinsured Contract in pre-payout status, the cash surrender value of such Reinsured Contract in the general account of the Ceding Company, as determined in accordance with the terms of such Reinsured Contracts, determined without regard to the transactions contemplated hereby, as of such date.

“Ceding Company” has the meaning set forth in the Preamble.

“Ceding Company Domiciliary State” means the State of New York, or, if the Ceding Company changes its state of domicile to another state within the United States, such other state.

“Ceding Company Domiciliary State SAP” means the statutory accounting principles prescribed by the Insurance Regulator for the Ceding Company Domiciliary State consistently applied.

                                                                                                             

“Ceding Company Indemnified Parties” has the meaning set forth in Section 9.1.

“Ceding Company Report” has the meaning set forth in Section 5.7(b).

“Ceding Company Statutory Reserves” means, as of any date of determination, the aggregate statutory reserve (including IBNR reserves, unearned premium reserves and other premium accruals) amount for the General Account Liabilities calculated in accordance with the Ceding Company Domiciliary State SAP as would be reflected on Line 1, Line 3, Line 4, Line 6, and, solely to the extent relating to VUL CRVM reserves, Line 13 of the Ceding Company’s Statutory Financial Statement (or the equivalent lines in the event of changes to the Ceding Company’s Statutory Financial Statement subsequent to December 31, 2022), as calculated by the Ceding Company as of such date of determination (without giving effect to this Agreement) determined in a manner consistent with the Ceding Company’s historical practices, methodologies and assumptions (unless deviation from such historical practices, methodologies and assumptions is required by the Ceding Company Domiciliary State SAP as of such date of determination, in which case the Ceding Company

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and the Reinsurer shall cooperate in good faith in the implementation of updating such practices, methodologies or assumptions to comply with Ceding Company Domiciliary State SAP) net of (without duplication) statutory reserves                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

“Closing” means the closing of the transactions contemplated by the Master Transaction Agreement, including entry into this Agreement                   to occur on the Closing Date.

“Closing Date” has the meaning set forth in the Preamble.

“Code” means the United States Internal Revenue Code of 1986.

“Collateral” has the meaning set forth in Section 5.8.

“Company Action Level RBC” means, with respect to any insurance company, company action level RBC as calculated in accordance with the applicable Laws of such insurance company’s state of domicile in effect as of the date of determination.

“Confidential Information” with respect to a Party, means any and all information provided by, made available by or provided or made available on behalf of such Party, any of its Affiliates or Representatives, on, before or after the date hereof, including, with respect to the Ceding Company, Personal Information and all data relating to the Policyholders of the Reinsured Contracts which are maintained, processed or generated by the Ceding Company or, if applicable, the Reinsurer in connection with the Reinsured Liabilities and including the contents of this Agreement or the other Transaction Agreements not otherwise publicly disclosed, but shall not include the existence of this Agreement and the identity of the Parties; provided, that Confidential Information does not include information that (a) is generally available to the public other than as a result of a disclosure by the receiving Party in violation of its confidentiality obligation, (b) is independently developed by the receiving Party, its Affiliates or any of its Representatives without use or access to the disclosing Party’s Confidential Information, or (c) is rightfully obtained by the receiving Party from a third party without, to the knowledge of the receiving Party, breach by such third party of a duty of confidentiality of any nature to the disclosing Party; provided, further, that the foregoing exceptions shall not supersede the obligations of the receiving Party with respect to any Personal Information.

“Contested Claim” has the meaning set forth in Section 4.7.

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“Contested Claims Expenses” has the meaning set forth in Section 4.7.

“Control” means, with respect to any Person, the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise. The terms “Controlled,” “Controlled by,” “under common Control with” and “Controlling” shall have correlative meanings.

“Covered Riders”                                        

“CwA” has the meaning set forth in the Recitals.

“DAC Tax Election” has the meaning set forth in Section 10.2(a).

                                                                                                                                                         

                                                                                                                                                                                                                                                                                                                                                              

                                                                                                                                           

                                                                                                                                                                                                                                                                                                   

                                                                                                     

         

                                                                                                                                                                                                                                                                                              

- 6 -

                                                                                                             

                                                                                           

                                                                                           

                                                                                                                           

                                                                                                                                                                                                                                                                       

                                                       

                                                                                                                                                                                                                   

                                                       

                                                                                                                                                                               

“Effective Time” means November 1, 2023.

                                                       

                                                                               

                                                                                             

“Estimated Closing Statement” has the meaning set forth in the Master Transaction Agreement.

                                                                                                                                                                               

                                                              

- 7 -

                                                                               

                                                           

                                                                                                                                                               

“Excluded Liabilities”                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

“Excluded Premium” has the meaning set forth in Section 3.2(b).

“Excluded Rider” means any contract rider issued in respect of any Reinsured Contract other than the Covered Riders.

“Existing IMR Amount”                                                                                                                                                                                                                                               

                                                                                                                                                                                                                                                                                                     

                                                                                                                                                                                                                                     

“Expense Allowance” means, for each Monthly Accounting Period, an amount determined in accordance with Schedule C.

                                                                                                                                                                                                                                                                          

- 8 -

                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

“Fair Market Value” means, with respect to any asset, the value thereof (including Accrued Interest)                                                

                                                                                                                                                                                                                                     

                                                                                                                             

                                                           

                           

“GAAP” means the accounting principles and practices generally accepted in the United States at the relevant time.

“General Account Liabilities” means all of the following Liabilities of the Ceding Company (and with respect to clause (d) of this definition, all Liabilities of any of its Affiliates to the extent not

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greater than amounts described on Schedule E), except as otherwise set forth below in clauses (c), (d), (e), (f), (i) and (j), whether incurred before, at or after the Effective Time, arising out of or resulting from the Reinsured Contracts for which the Quota Share of the applicable Cash Surrender Value was transferred to the Reinsurer as part of the Initial Premium                                                                                                                         net of Reinsurance Recoveries, but excluding Separate Account Liabilities and Excluded Liabilities:

(a) all (i) incurred but not reported claims, claims and benefits (including death benefits, secondary guarantee death benefits, guaranteed minimum death benefits, reduced paid-up death benefits, endowments or matured endowments, paid-up additions, lump-sum payments, deferred payments, payments in respect of market value adjustments, rights to purchase additional coverage and any other settlement options), policyholder dividends, unearned premiums, interest on claims or unearned premiums, interest on policy funds, withdrawals, surrenders, amounts payable for returns or refunds of premiums, policy loans made under the terms of any Reinsured Contract and other contract benefits                                                     in each case, arising under the express terms and conditions of, and subject to the limitations set forth in, the Reinsured Contracts (including all amounts that are finally determined by a court of competent jurisdiction to be owed to a Policyholder under the express terms and conditions of a Reinsured Contract) and whether such amounts are escheated or paid to Policyholders or beneficiaries of the Reinsured Contracts and (ii) without duplication, Contested Claims Expenses in connection with Contested Claims in which the Reinsurer elects to participate in accordance with Section 4.7;

(b) all Liabilities arising out of changes to the terms and conditions of the Reinsured Contracts effected in accordance with Section 2.2;

                                                                                                                                                                                                                                                                       

(d) all commissions and other amounts described on Schedule E that are incurred in respect of a Monthly Accounting Period (or portion thereof) beginning on or after the Effective Time;

(e) all assessments and similar charges that are incurred at or after the Effective Time with respect to the Reinsured Contracts in connection with participation by the Ceding Company, whether voluntary or involuntary, in any guaranty association established or governed by any state or other jurisdiction, arising on account of insolvencies, rehabilitations or similar proceedings, to the extent allocated to the Reinsured Contracts using the same allocation methodology used by the applicable guaranty association to assess the Ceding Company;

(f) all Allocated Premium Taxes attributable to Premiums received in respect of a Monthly Accounting Period (or portion thereof) beginning on or after the Effective Time;

(g) all Liabilities that are (i) in respect of any Reinsured Contracts, amounts held in the general account of the Ceding Company pending transfer to the Separate Accounts, or (ii) in respect of any Reinsured Contracts that contemplate payment from a Separate Account, the amount

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of such payment that exceeds the assets of such Separate Account (without duplication of the amounts set forth in clause (a) above);

                         

                                                                             

                                                                                                                                             

“Governmental Authority” means any United States or non-United States federal, state or local or any supra-national, political subdivision, governmental, legislative, tax, regulatory or administrative authority, instrumentality, agency, body or commission, self-regulatory organization or any court, tribunal, or judicial or arbitral body having jurisdiction.

“Governmental Order” means any binding and enforceable order, writ, judgment, injunction, decree, stipulation, determination or award entered by or with any Governmental Authority.

                                                 

                                                             

“IMR” means an interest maintenance reserve.

“Independent Accounting Firm” has the meaning set forth in Section 5.7(f).

“Independent Actuary” has the meaning set forth in Section 5.7(f).

“Intellectual Property” has the meaning set forth in the Master Transaction Agreement.

                                                 

                                     

                                                 

                                           

                                 

“Insurance Regulator” means, with respect to any jurisdiction, the Governmental Authority charged with the supervision of insurance companies in such jurisdiction.

“Interest Rate”                                                                                                                                                                                                                

- 11 -

                                                         

                                                       

                                                                                                                                                                                                                                                                                                                                                                                                              

“Law” means any United States or non-United States federal, state or local statute, law, ordinance, rule, regulation, code, written administrative interpretation or principle of common law or equity imposed by a Governmental Authority and any Governmental Order.

                                         

                                                       

“Liabilities”                                                                                                                                                                                                                                                   

                                                                                                          

                                                       

“M&E Fees” has the meaning set forth in Section 3.11.

                                                                                                          

“Master Transaction Agreement” has the meaning set forth in the Recitals.

                                         

                                                       

- 12 -

“Monthly Accounting Period”                                                                                                                                                                                          

“Monthly Settlement Statement”                                

                                                                                                                                                                                         

                                                                                                                                                                                                                            

“MTL” has the meaning set forth in the Recitals.

                                                                                   

“MTL Reinsurance Agreement” has the meaning set forth in the Recitals.

                                                                                                                                                                                                                                                                                     

“Net Settlement” has the meaning set forth in Section 3.3(a).

“Non-Guaranteed Elements” means the cost of insurance charges, rider charges, credited interest rates, mortality charges, loads and expense charges, administrative expense risk charges, premium loads, lump sum payment options, policy loads, variable premium rates, premium rates for the period of time for which premium amounts are fixed and constant has expired, variable paid-up amounts, dividends and any other policy features that are subject to change at the election of the Ceding Company, including such items set forth in Actuarial Standard of Practice 2-Non-Guaranteed Charges or Benefits for Life Insurance Policies and Annuity Contracts in effect as of the Effective Time and any successor rules for such Non-Guaranteed Elements as in effect from time to time.

“Out-of-Pocket Costs” means costs and expenses incurred by a Party or its Affiliates which are owned or payable to a third party.

“Parties” has the meaning set forth in the Preamble.

“Party” has the meaning set forth in the Preamble.

                                                                                                                                                                                                          

- 13 -

                                                                                                                                                                                                                                                                                                                                                                                                                                                

“Person” means any natural person, general or limited partnership, corporation, limited liability company, limited liability partnership, firm, joint-stock company, trust, governmental, judicial or regulatory body, business unit, division (including a segregated cell or segregated account), association or organization or other entity.

“Personal Information” means any information or data relating to the Reinsured Contracts or other contracts issued by the Ceding Company that (a) identifies a specific individual or is reasonably capable of identifying a specific individual; or (b) is “personal data,” “personal information,” or other similar terms as defined by an Applicable Privacy Law; provided that information that is otherwise publicly available (as “publicly available” is defined by Applicable Privacy Law) shall not be considered “Personal Information”; provided, further, that “Personal Information” does not include de-identified personal data, which is information that does not identify, or cannot reasonably identify, relate to, describe, be capable of being associated with or be linked, directly or indirectly with an individual.

“Policy Loan Balance”                                                                                                                                                                                                                                                                                                                                                                  

“Policy Loan Repayments” means the amounts collected by or on behalf of the Ceding Company in respect of contract loans made under the terms of the Reinsured Contracts.

“Policyholder” means the holder of any Reinsured Contract.

                                                                                                                                                                                                                                                                      

“Premium Taxes” means all taxes assessed in respect of the Premiums under the Reinsured Contracts by any Governmental Authority.

“Premiums” means premiums, considerations, deposits and similar amounts collected by or on behalf of the Ceding Company in respect of the Reinsured Contracts.                                                                                          

- 14 -

                                                                                                               

“Producer” means any broker, insurance producer, agent, general agent, managing general agent, master broker agency, broker general agency, financial specialist or other Person, including any employee of the Ceding Company or its Affiliates, responsible for writing, marketing, producing, selling or soliciting Reinsured Contracts.

“Producer Agreements” has the meaning set forth in Section 4.5.

                                                                             

                                                                                                                                                                                                                                                                                                                    

                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

“Quota Share                                                                                                                              

“RBC Calculation” has the meaning set forth in Section 3.9(a).

“RBC Ratio” means, with respect to any U.S. domiciled insurance or reinsurance company, the percentage equal to (a) the quotient of the Total Adjusted Capital of such insurance or reinsurance company, divided by the Company Action Level RBC, multiplied by                                                                                                                                                                                                                                    

- 15 -

                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

                                                     

                                                     

                                                             

                                                                                                                                                                                                                                                                                 

“Recapture Triggering Event” means any of the following occurrences:

(a)  the RBC Ratio of the Reinsurer             as of any calendar quarter-end is below    and the Reinsurer             as applicable, has not cured such shortfall as of the applicable Capital Reporting Deadline; provided that such Recapture Triggering Event may be cured by the Reinsurer providing the Ceding Company with evidence that the Reinsurer             as applicable, has restored its RBC Ratio to at least     

                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

(c)  there has been a failure by the Reinsurer (i) to timely pay any undisputed Net Settlement amounts in accordance with Section 3.3(a) in an aggregate amount                                                                                                                                                                                                                                                                       and     such failure has not been cured within         calendar days after written notice thereof from the Ceding

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Company;                                                                                                                                                      

(d)  a Reserve Credit Event has occurred and the Reinsurer has not remedied such event in accordance with the timeframes set forth in Section 5.1;

(e)  the Reinsurer,                         (i) has been placed into liquidation, rehabilitation, conservation, supervision, receivership or similar proceedings (whether voluntary or involuntary), or (ii) there has been instituted against it proceedings for the appointment of a receiver, liquidator, rehabilitator, conservator or trustee in bankruptcy, or other agent known by whatever name, to take possession of its assets or assume control of its operations;                                                                                                                                                                                                                                    

                                                                                                               

                                                                                                     

“Regulatory Action” has the meaning set forth in Section 4.8(b).

“Reinstatement” means, with respect to any Reinsured Contract that lapses or terminates, returning to active deferred status, including after the reversal of an Annuitization.

                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

“Reinsured Contracts” means (a) those retail universal life, universal life with supplemental guarantees and variable universal life insurance policies and retail fixed deferred and fixed and variable immediate annuity contracts, in each case that are further described on Schedule G, including all binders, slips, individual certificates, applications therefor, supplementary contracts, payout annuities, endorsements, settlement options and any Covered Riders thereto issued or entered into in connection with such contracts, issued,                                             by the Ceding Company, that are described with their applicable plans, coverages and policy specifications in the seriatim file comprising Schedule H issued on the policy forms and, where

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applicable, the Covered Riders, set forth on Schedule G;                                             (c) life insurance policies and annuity contracts issued after the Effective Time that are reinsured pursuant to Section 2.12(b) or Section 2.12(c); provided, however, that “Reinsured Contracts” shall not include any riders other than the Covered Riders. For the avoidance of doubt, Reinsured Contracts shall include new certificates issued after the Effective Time to eligible participants under any group annuity contract constituting FA Specified Contracts (as defined in the Master Transaction Agreement). For the avoidance of doubt, Reinsured Contracts shall not include any Excluded Riders.

“Reinsured Liabilities” means, collectively, the General Account Liabilities, the Separate Account Liabilities                                

“Reinsured Risks” has the meaning set forth in Section 2.1.

“Reinsurer” has the meaning set forth in the Preamble.

“Reinsurer Domiciliary State” means the Commonwealth of Massachusetts, or, if the Reinsurer changes its domiciliary state to another state within the United States, such other state.

                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

“Reinsurer Indemnified Parties” has the meaning set forth in Section 9.2.

                                               

“Representative” of a Person means such Person’s Affiliates and the directors, officers, employees, advisors, agents, stockholders or other equity holders or investors, consultants, independent accountants, investment bankers, counsel or other representatives of such Person and of such Person’s Affiliates.

                                                                                                     

                                                         

                                 

                                           

                                                     

- 18 -

                                                                                                                                 

“Reserve Credit” means full statutory financial statement credit for the reinsurance ceded to the Reinsurer under this Agreement in the Ceding Company’s Statutory Financial Statements required to be filed by the Ceding Company with the Insurance Regulator in the Ceding Company Domiciliary State.

“Reserve Credit Event” means any event that would cause the Ceding Company to not be permitted to receive Reserve Credit in the Ceding Company Domiciliary State.

“Retained Business” has the meaning set forth in Schedule P.

                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 

“SAP” means, with respect to either Party, the statutory accounting principles prescribed by the Insurance Regulator for the jurisdiction in which such insurance company is domiciled consistently applied.

“Separate Account Change” has the meaning set forth in Section 2.8(b).

“Separate Account Charges” has the meaning set forth in Section 3.11.

“Separate Account Liabilities” has the meaning set forth in Section 2.8(a).

“Separate Account Reserves” means, as of any date of determination, the aggregate amount of statutory reserves of the Ceding Company with respect to the Separate Account Liabilities calculated in accordance with the Ceding Company Domiciliary State SAP, which the Parties agree will be equal to the market value of the assets in the Separate Accounts related to the Reinsured Contracts as of such date of determination.

“Separate Accounts” means the registered and unregistered separate accounts of the Ceding Company to the extent applicable to the Reinsured Contracts, as identified in Schedule I.

“Significant Subcontractor” has the meaning set forth in Section 4.1(c).

“Software” has the meaning set forth in the Master Transaction Agreement.

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“Statutory Book Value”                                                                                                                                                          

“Statutory Financial Statements” means, with respect to any insurance company, the annual and quarterly statutory financial statements of such Person filed with the Insurance Regulator charged with supervision of such Person.

                                                     

“Tax” or “Taxes” has the meaning set forth in the Master Transaction Agreement.

“Tax Returns” has the meaning set forth in the Master Transaction Agreement.

                                                                                                                                                                                   

                                                                                                                                                                                                                                               

“Total Adjusted Capital” means, with respect to any U.S. domiciled insurance company, as of any date of determination, total adjusted capital as calculated in accordance with the applicable Laws of such insurance company’s domiciliary state as of such date of determination.

“Transaction Agreements” has the meaning set forth in the Master Transaction Agreement.

                                                                                                                                                                                        

“Transferred Investment Assets” has the meaning set forth in the Master Transaction Agreement.

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“UCC” means the Uniform Commercial Code as in effect from time to time in the State of New York.

                                         

                                                                                       

                                                                                                                                                                                                                          

                                                                                                                                                                                                                                                                 

                                                                                                                                                                                                                                                                                                                                                       

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ARTICLE II.

BASIS OF REINSURANCE AND BUSINESS REINSURED

Section 2.1. Coverage. Upon the terms and subject to the conditions and other provisions of this Agreement, as of the Effective Time, the Ceding Company hereby cedes to the Reinsurer, and the Reinsurer hereby agrees to reinsure and indemnify the Ceding Company (a) on a coinsurance basis for the Quota Share of the General Account Liabilities and (b) on a modified coinsurance basis for the Quota Share of the Separate Account Liabilities, in each case, that were not paid by the Ceding Company prior to the Effective Time (collectively, the “Reinsured Risks”). The reinsurance effective under this Agreement shall be maintained in force, without reduction, unless such reinsurance is terminated or recaptured as provided herein                                                      

Section 2.2. Insurance Contract Changes; Seriatim List.

                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

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Section 2.3. Liability. Subject to the terms and conditions of this Agreement, the Reinsurer’s liability under this Agreement shall attach as of the Effective Time and be subject in all respects to the same terms, rates and conditions with respect to the Reinsured Contracts as the Ceding Company, and, to the same modifications, alterations and cancellations of the Reinsured Contracts as the Ceding Company, the true intent of this Agreement being that the Reinsurer shall, subject to the terms and conditions of this Agreement, follow the fortunes and settlements of the Ceding Company with respect to the Reinsured Liabilities.

Section 2.4. Indemnity Reinsurance. This Agreement is an indemnity coinsurance agreement solely between the Ceding Company and the Reinsurer, and the performance of the obligations of each Party under this Agreement shall be rendered solely to the other Party. The Ceding Company shall be and shall remain the only Party hereunder that is liable to any insured, Policyholder, claimant or beneficiary under any policy reinsured hereunder.

Section 2.5. Territory. The territorial limits of this Agreement shall be identical with those of the Reinsured Contracts.

                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      

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Section 2.8. Separate Accounts.

(a) Notwithstanding anything contained in this Agreement to the contrary, for each of the Reinsured Contracts that relate to the Separate Account Liabilities, the amount invested on a variable basis in accordance with the terms of such Reinsured Contracts shall be held by the Ceding Company in the Separate Accounts, and Premiums with respect to such Reinsured Contracts shall be deposited in the Separate Accounts to the extent required to be deposited therein by the terms and conditions of such Reinsured Contracts. From and after the Effective Time, the Ceding Company shall retain and own all assets contained in the Separate Accounts and shall hold the Separate Account Reserves with respect to the Reinsured Contracts that are funded, in whole or in part, by one or more of the Separate Accounts and such Separate Account Reserves shall be reported by the Ceding Company on its Separate Account balance sheets, consistent with the Ceding Company Domiciliary State SAP. For each Reinsured Contract that relates to the Separate Account Liabilities, the Reinsurer shall deposit, shall cause to be deposited, or shall transfer to the Ceding Company for deposit any additional amounts required to be deposited into the Separate Accounts after the Effective Time pursuant to the terms of the applicable Reinsured Contract, in each case, except to the extent that such amounts have been previously paid (or provided for) pursuant to the Net Settlement. All amounts to be paid with respect to surrenders, death benefits, other optional benefits, compensation or any other amounts with respect to such Reinsured Contracts that by the express terms of such Reinsured Contracts contemplate payment from the Separate Accounts (excluding any Excluded Liabilities, the “Separate Account Liabilities”) shall be paid out of the Separate Accounts pursuant to Sections 3.3 and 3.11. For the avoidance of doubt, the Ceding Company shall have the right to withdraw from the Separate Accounts all mortality and expense risk charges and any other fees or charges that are payable from the account values of the Reinsured Contracts.

                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

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Section 2.10. Additional Premiums. The Ceding Company shall not accept additional premiums on any Reinsured Contract in excess of any requirements to accept additional premiums as set forth in such Reinsured Contract without the prior written consent of the Reinsurer, and any Liability arising out of or related to any such acceptance of additional premium on any Reinsured Contract in breach of this Section 2.10 shall be an Excluded Liability hereunder.

                                                                                                                                                                                                                                                                                                                                                                                                                                         

Section 2.12. Replacements; Conversions.

(a)  With respect to any Reinsured Contract that is replaced after the Effective Time with a Replacement Term Policy in accordance with and subject to Section 4.4(b), such Replacement Term Policy shall not become a Reinsured Contract hereunder and the Reinsurer shall pay to the

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Ceding Company the Quota Share of the Ceding Company Statutory Reserves relating to such Reinsured Contract immediately prior to such replacement.

(b) In the event any universal life or variable universal life policy or annuity contract included in the Reinsured Contracts is required to be split into two or more policies or contracts (e.g., due to a divorce) after the Effective Time, the resulting universal life or variable universal life policies or annuity contracts, as applicable, will be included as Reinsured Contracts hereunder; provided, however, if any universal life or variable universal life policy included in the Reinsured Contracts is replaced with two or more whole life policies after the Effective Time, such whole life policies will not become Reinsured Contracts hereunder and the Reinsurer shall pay to the Ceding Company the Quota Share of the Ceding Company Statutory Reserves relating to such Reinsured Contract immediately prior to such replacement.                                                                                                                                                                                                                        

(c) For the avoidance of doubt, in the event a beneficiary of an annuity contract included in the Reinsured Contracts is issued a new annuity contract after the Effective Time pursuant to a beneficiary continuation option under a Reinsured Contract, such new annuity contract will be included as a Reinsured Contract hereunder.

               

                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

- 27 -

                                                                                                                                                                                                                                                                                                                            

                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

                                                                                                                                                        

ARTICLE III.

PAYMENTS; ADDITIONAL CONSIDERATION

Section 3.1. Initial Reinsurance Premium.

(a)  As initial consideration for the Reinsurer entering into this Agreement (the “Initial Premium”),                                         

                                                              

                                                    

                                                   

- 28 -

                                                                                                

                           

                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

                                                                                                                                                                                                                                                                                                                                           

                                                                                                                                                                                                                                                                       

             

                                                                                                                                                                   

- 29 -

                                                        

                                                                  

                                                                  

                                                                                                                                                                                                                                                                                                   

 Section 3.3. Net Settlement.

(a)  During the term of this Agreement, a settlement amount between the Ceding Company and the Reinsurer as of the last day of each Monthly Accounting Period (the “Net Settlement”) shall be calculated by the Ceding Company, and a statement setting forth details of such calculation (the “Monthly Settlement Statement”) in the form as set forth as Exhibit 1 shall be delivered by the Ceding Company to the Reinsurer no later than          following the end of such Monthly Accounting Period. If the amount of the Net Settlement for such Monthly Accounting Period is positive, the Ceding Company shall pay such amount in cash to the Reinsurer within                 of its delivery of the Monthly Settlement Statement for such period to the Reinsurer. If the amount of the Net Settlement for such Monthly Accounting Period is negative, the Reinsurer shall pay the absolute value of such amount in cash to the Ceding Company or, at the Ceding Company’s option, to the Designated Administrative Account pursuant to Section 4.3, within                 after its receipt of the Monthly Settlement Statement for such period;                                                                                                                                          

                                                                                               

                                                               

                                                               

                                                                                    

                                         

                                                                                

- 30 -

                                                                   

                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

Section 3.4. Delayed Payments. If there is a delayed settlement of any payment due hereunder, interest will accrue on such overdue payment at the Interest Rate until settlement is made. For purposes of this Section 3.4, a payment will be considered overdue, and such interest will begin to accrue, on the first day immediately following the date such payment is due. For greater clarity, a payment shall be deemed to be due hereunder on the last date on which such payment may be timely made under the applicable provision.

Section 3.5. Defenses. The Reinsurer accepts, reinsures and assumes the Reinsured Risks subject to any and all defenses, set-offs and counterclaims to which the Ceding Company would be entitled with respect to the Reinsured Risks, it being expressly understood and agreed to by the Parties hereto that no such defenses, set-offs, or counterclaims are or shall be waived by the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby and that the Reinsurer is and shall be fully subrogated in and to all such defenses, set-offs and counterclaims.

Section 3.6. Offset. Except as otherwise provided under applicable Law, any undisputed debits or credits incurred between the Parties on and after the Effective Time in favor of or against either the Ceding Company or the Reinsurer with respect to this Agreement are deemed mutual debits or credits, as the case may be, and shall be set off or recouped, and only the net balance shall be allowed or paid. In the event of any liquidation, insolvency, rehabilitation, conservatorship or comparable proceeding by or against the

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Ceding Company or the Reinsurer, the rights of offset and recoupment set forth in this Section 3.6 shall apply to the fullest extent permitted by applicable Law.

Section 3.7. Premium Taxes. For each Monthly Accounting Period, the Parties shall cooperate and provide the other with information regarding Allocated Premium Taxes which is reasonably necessary to calculate the Net Settlement. The amount of Allocated Premium Taxes included in Reinsured Liabilities is an allowance for any Premium Taxes, and, notwithstanding anything to the contrary in this Agreement, the Reinsurer shall have no additional obligation to reinsure, indemnify or reimburse the Ceding Company for any Premium Taxes.

Section 3.8. Expense Allowance. The Reinsurer shall pay to the Ceding Company, on a monthly basis in accordance with Section 3.3, the Expense Allowance.                                                                        

Section 3.9. Reports from the Reinsurer.

                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

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(d)  Promptly after the Ceding Company’s request, the Reinsurer shall provide to the Ceding Company (i) a copy of the Reinsurer’s                 recent annual and quarterly Statutory Financial Statement and a copy of each of their most recent annual audited Statutory Financial Statements, along with the audit report thereon,                                                                                                                                                                                                                                                          all of which shall be treated as Confidential Information by the Ceding Company.

(e)  For so long as this Agreement remains in effect, the Reinsurer shall provide to the Ceding Company the reports set forth on Schedule K-1 within the applicable time periods listed therein.

(f)  At the Ceding Company’s reasonable request at reasonable times upon reasonable prior notice, no more than twice per calendar year, the Reinsurer shall make available appropriate personnel or its Representatives for a meeting (in person or via teleconference or telephone) with the Ceding Company to discuss                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           

Section 3.10. Reports from the Ceding Company.

(a)  For so long as this Agreement remains in effect, the Ceding Company shall provide to the Reinsurer the reports set forth on Schedule K-2 within the applicable time periods listed therein; provided, that from time to time after the Effective Time, the Parties may mutually agree to amend the formats of such reports.

(b)  The Ceding Company shall prepare any other reports reasonably requested by the Reinsurer in connection with the Reinsured Contracts and Reinsured Liabilities, so long as the Ceding Company has the general ability to produce such other reports as reasonably determined by

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the Ceding Company with reference to its then current operations (“Additional Reports”), including any information that the Reinsurer is required to report on its GAAP and/or SAP financial statements, including information that is necessary to prepare for the adoption of new GAAP and/or SAP accounting requirements, Tax Returns and other required financial reports.                                                                                                                                                                                                                                                                                                                                                                                                                                  

Section 3.11. Modco Reserve Adjustment.

(a)  As of the end of each Monthly Accounting Period, the Ceding Company will determine the amount of the “Modco Reserve Adjustment”.                                                                                                                                

                                                                                                                                   

                                                                                                                                   

                                                                                                                                                                                                                                                                                                       

                                                                                     

                                                                                     

                                                                                                                                                                                                                                                                                                     

                                                                             

- 35 -

                                                                                                                                                                                                                                                                                                                                                                                                                                                         

                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      

                                                                                                                                                                                                                                                                                                                                                                                                                                           

                                                                                                                                                                                                                                                                                                      

                                                                                                                                   

- 36 -

ARTICLE IV.

ADMINISTRATION

Section 4.1. Administration.

(a)  The Ceding Company shall provide all required, necessary and appropriate administrative and related services with respect to the Reinsured Contracts, including, without limitation, the billing and collection of any Premiums and other Additional Consideration and the administration of claims and any required tax information reporting (collectively, “Administrative Services”).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 

                                                                                                                                                                                                                                                                                               

                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

- 37 -

                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 

- 38 -

                                                                                                                                                                                                                                                                                                                                      

(e)  The parties recognize that following the Closing Date some or all of the policy numbers associated with the Reinsured Contracts as of the Effective Time may change due to changes to, or conversions of, administrative systems or platforms of the Ceding Company or any of its Affiliates or subcontractors and that such changes to policy numbers shall have no effect on the parties’ respective rights and obligations under this Agreement. The Ceding Company shall provide the Reinsurer with prompt written notice of any change in policy number with respect to any Reinsured Contract.

Section 4.2. Performance Standards.

(a)  The Ceding Company shall administer, or shall cause to be administered, the Reinsured Contracts                                     (i) in a professional and timely manner, (ii) using a standard of care and policies and procedures generally that are, in the aggregate, at least as stringent as that employed by the Ceding Company and consistent in all material respects (including with respect to communications to Policyholders) with the administrative practices and related policies and procedures used by the Ceding Company and its Affiliates                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

                                                                                                                                                                                                                             

                                                                                                                                                                                                                                                                                                                                                                                                    

- 39 -

                                                                                                                

                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

                               

                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

                                                                                                                                                                                                                                                                           

- 40 -

                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

- 41 -

                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      

                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

                                     

                                                                                                                                                                                                                                                                                                                                                                                                                                  

- 42 -

                                                                               

                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

- 43 -

       

                             

                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

           

                                                                                                                                                                                                                                                                                                                                                      

                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          

                                                                                                                                                                                                                                                                                               

                                                                                                                                                                                          

- 44 -

                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      

                                                                                                                                                                                        

                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 

                                                                                                                                                                                                                                                                                                                                                                                                                                                 

                                                             

                                                                                                                                                                                                                                                                

- 45 -

                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

                                                                                                                                                                                                                                                                                                           

                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

- 46 -

                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

                                                                                                                                                                                                                                                                                                                                                                                                                                              

                     

                                                                                                                                                                                                                                                                                                                                                                          

                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

                                   

                                                                                                                                                                                                                           

- 47 -

                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

                                                                                                                                                                                                                                                                                                                                                                                                                           

- 48 -

                                                                                 

                                                                                                                                                                                                                                                                                                     

                                                                                                                                                                                                                                                                                                     

                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

- 49 -

                                                                                  

                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

- 50 -

ARTICLE VI.

OVERSIGHTS; COOPERATION

Section 6.1. Oversights. Inadvertent delays, oversights, errors or omissions made in connection with this Agreement or any transaction hereunder shall not relieve either Party from any liability that would have attached had such delay, oversight, error or omission not occurred. The Parties shall nevertheless cooperate in good faith to rectify such delay, oversight, error or omission as soon as possible after discovery so that both Parties shall be restored as closely as possible to the positions they would have occupied if no delay, oversight, error or omission had occurred.                                                                                                                                       

Section 6.2. Cooperation. The Ceding Company and the Reinsurer shall cooperate with each other in order to accomplish the objectives of this Agreement by                                                                                                                                                                                                                                                                                                                          furnishing additional information and executing and delivering any additional documents as may be reasonably requested by the other to further perfect or evidence the consummation of, or otherwise implement, any transaction contemplated by this Agreement or the other Transaction Agreements, or to aid in the preparation of any regulatory filing or financial statement; provided, however, that any such additional documents must be reasonably satisfactory to each Party and not impose upon either Party any material liability, risk, obligation, loss, cost or expense not contemplated by this Agreement or the other Transaction Agreements.

Section 6.3. Changes to RBC Ratio          

(a)  In the event of a material change to or elimination by applicable Law of the requirement for the Reinsurer to calculate risk-based capital or in the event there is a material change relating to the framework, factors and/or formulae prescribed by the Insurance Regulator in the Reinsurer Domiciliary State that are used to calculate RBC Ratios from those in effect at the Effective Time, the Parties shall cooperate in good faith to amend this Agreement to adjust the RBC Ratio required under this Agreement so that such adjusted RBC Ratios or any replacement formula as determined after such material change or elimination will reasonably correspond to the relevant RBC Ratio requirements in effect as of the Effective Time, and, if the Parties do not agree on any such adjustments, the Reinsurer shall continue to calculate its RBC Ratio as if such material change or elimination had not occurred.

                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

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ARTICLE VII.

INSOLVENCY

Section 7.1. Insolvency of the Ceding Company.

(a)  In the event of the insolvency of the Ceding Company, all reinsurance made, ceded, renewed or otherwise becoming effective under this Agreement shall be payable by the Reinsurer directly to the Ceding Company or its statutory liquidator, receiver or statutory successor on the basis of the liability of the Ceding Company under the Reinsured Contracts without diminution because of the insolvency of the Ceding Company.

(b)  It is understood, however, that in the event of such an insolvency of the Ceding Company, the liquidator, receiver or statutory successor of the Ceding Company shall give written notice of the pendency of a claim against the Ceding Company on a Reinsured Contract within a reasonable period of time after such claim is filed in the applicable insolvency proceedings and that during the pendency of such claim the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses which it may deem available to the Ceding Company or its liquidator, receiver or statutory successor. It is further understood that the expense thus incurred by the Reinsurer will be chargeable, subject to applicable Law and court approval, against the Ceding Company as part of the expense of liquidation to the extent of a proportionate share of the benefit which may accrue to the Ceding Company solely as a result of the defense undertaken by the Reinsurer.

ARTICLE VIII.

DURATION; RECAPTURE

Section 8.1. Duration. This Agreement shall commence at the Effective Time and continue in force until such time as (a) the Ceding Company’s Liability arising out of or related to all Reinsured Contracts is terminated in accordance with their respective terms and each Party has received payments which discharge the other Party’s liabilities incurred hereunder prior to such termination, or                                                                                         if the Reinsurer has provided notice of Termination and each Party has received payments which discharge the other Party’s liability in full in accordance with           the other terms of this Agreement.

Section 8.2. Survival. Notwithstanding the other provisions of this Article VIII, the terms and conditions of Articles I, VIII and     the provisions of Sections 3.6, 11.1, 11.2, 11.3, 11.4, 11.5, 11.6, 11.8, 11.9, 11.10, 11.11, 11.13 and 11.15 shall remain in full force and effect after the termination of this Agreement.

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Section 8.3. Recapture.

(a)  Subject to the terms of this Section 8.3(a), following the occurrence of a Recapture Triggering Event, the Ceding Company shall have the right (but not the obligation) to recapture all (but not less than all) of the Reinsured Risks ceded under this Agreement by providing the Reinsurer with written notice of its intent to effect such a recapture (a “Recapture Notice”); provided, that a Recapture Triggering Event must be continuing on the date that the Recapture Notice is delivered in order for such recapture to be consummated. In the case of a recapture for any Recapture Triggering Event other than a Recapture Triggering Event described in clause (e) of the definition of Recapture Triggering Event,                                                                                                                                                                           For the avoidance of doubt, if the Ceding Company does not exercise its recapture right with respect to any Recapture Triggering Event, the Ceding Company shall subsequently have the right to recapture all, and not less than all, of the Reinsured Risks ceded under this Agreement in accordance with this Section 8.3 following the occurrence of any new Recapture Triggering Event.

(b)  Any recapture pursuant to Section 8.3(a) shall be effective (i) as of 11:59 p.m. (New York time)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          (the “Recapture Date”).

(c)  Following any recapture of all Reinsured Risks pursuant to Section 8.3(a), subject to the satisfaction of payment obligations described in Section 8.4, (i) both the Ceding Company and the Reinsurer will be fully and finally released from all rights and obligations under this Agreement in respect of the Reinsured Risks other than (A) any payment obligations due hereunder prior to the Recapture Date but still unpaid on such date,                                                                                                                                                and (ii) no Additional Consideration shall be payable to the Reinsurer with respect to the Reinsured Risks.

(d)  Notwithstanding the remedies contemplated by this Article VIII or the other Transaction Agreements, either Party may, in its sole discretion, require direct payment by the other Party of any sum in default under this Agreement or any other Transaction Agreement or pursue any other remedy to which such Party may be entitled hereunder or at law or in equity in lieu of exercising the remedies in this Article VIII, and it shall be no defense to any such claim that such Party might have had other recourse.

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Section 8.6. Reinsurer Termination for Non-Payment. In the event the Ceding Company (or any successor by operation of law of the Ceding Company, including any receiver, liquidator, rehabilitator, conservator or similar Person of the Ceding Company) has failed to timely pay to the Reinsurer undisputed Net Settlement amounts in accordance with Section 3.3(a) in an aggregate amount that exceeds       and such failure has not been cured within       calendar days after written notice thereof from the Reinsurer, the Reinsurer shall have the right to terminate all, and not less than all, of the reinsurance coverage hereunder by providing the Ceding Company with written notice of its intent to effect such a termination; provided, that such failure must be continuing on the date that the Reinsurer delivers such notice of intent to effect such a termination in order for such termination to be consummated. In such event, such failure to pay shall be treated by the Parties as a Recapture Triggering Event and the applicable Party shall tender to the other Party an amount equal to the Recapture Terminal Settlement in accordance with the procedures for terminal accounting set forth in Section 8.4, the applicable Recapture Date being the date of such notice of termination. Following the recapture of all Reinsured Risks hereunder pursuant to Section 8.3 and the payment in full of the Recapture Terminal Settlement thereof,      

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ARTICLE X.

TAXES

Section 10.1. Withholding. Each Party and any of their agents shall be entitled to deduct and withhold from any amount otherwise payable pursuant to this Agreement such amounts as it is required to deduct and withhold with respect to the making of such payment under any provision of federal, state, local or foreign applicable Tax Law. If a Party determines that an amount is required to be deducted or withheld, such Party shall use commercially reasonable efforts to: (a) provide written notice to the other Party, at least five (5) Business Days before the relevant payment of such deduction or withholding, (b) cooperate in good faith with the other Party to reduce or eliminate the deduction or withholding of such amount and (c) provide the other Party a reasonable opportunity to provide forms or documentation that would exempt such amounts from withholding. If any amount is so withheld and paid over to the applicable

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Governmental Authority, such amounts paid to the applicable Governmental Authority shall be treated for all purposes of this Agreement as having been paid to the Person with respect to which such deduction or withholding was imposed. Without limiting the generality of the foregoing, each Party agrees to provide to the other on or before the date hereof an accurate and complete copy of IRS Form W-9 and shall deliver renewals or additional copies of such forms (or successor forms) to the other Party on or before the date that such forms expire or become obsolete or upon the request of the other Party.

Section 10.2. DAC Tax Adjustment.

(a)  To the extent that Section 848 of the Code and corresponding Treasury Regulations Section 1.848-2 are applicable to the Reinsured Contracts, the Ceding Company and the Reinsurer hereby make the joint election provided for in Treasury Regulations Section 1.848-2(g)(8) (the “DAC Tax Election”) and agree as follows:

(i) The Parties will attach a schedule to their respective U.S. federal income tax returns identifying this Agreement as a reinsurance agreement for which the DAC Tax Election has been made, and will otherwise file their respective federal income tax returns in a manner consistent with the DAC Tax Election. Such schedule shall be attached to each Party’s U.S. federal income tax return filed for the first taxable year ending after the DAC Tax Election becomes effective.

(ii) The Party with the net positive consideration for this Agreement for each taxable year will capitalize specified policy acquisition expenses with respect to this Agreement without regard to the general deductions limitation of Section 848(c)(1) of the Code.

(iii) The Parties agree to exchange information pertaining to the amount of the net consideration under this Agreement each year to ensure consistency or as otherwise required by the Code or the Internal Revenue Service.

(iv) The DAC Tax Election shall be effective for the first taxable year in which this Agreement is effective and for all years for which this Agreement remains in effect.

(b)  As used in this Article X, the terms “net consideration,” “net positive consideration,” “specified policy acquisitions expenses” and “general deductions limitation” are defined by reference to Treasury Regulations Section 1.848-2 and Section 848 of the Code, in effect as of the Effective Time.

(c)  Each of the Parties represents and warrants that it is subject to U.S. taxation under the provisions of Subchapter L of Chapter 1 of Subtitle A of the Code.

ARTICLE XI.

MISCELLANEOUS

Section 11.1. Expenses. Except as may be otherwise specified in this Agreement, all costs and expenses, including fees and disbursements of counsel, financial advisers and independent accountants,

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incurred in connection with this Agreement and the transactions contemplated herein shall be paid by the Person incurring such costs and expenses.

Section 11.2. Notices. All notices, requests, consents, claims, demands and other communications under this Agreement shall be in writing and shall be given or made (and shall be deemed to have been duly given or made upon receipt) by delivery in person, by overnight courier service, by electronic mail or by registered or certified mail (postage prepaid, return receipt requested) to the respective Parties hereto at the following respective addresses (or at such other address for a Party hereto as shall be specified in a notice given in accordance with this Section 11.2).

(a) if to the Ceding Company:

Metropolitan Life Insurance Company

200 Park Avenue

New York, New York 10166

           

         

               

and

Metropolitan Life Insurance Company

200 Park Avenue

New York, New York 10166

          

        

            

and

Metropolitan Life Insurance Company

200 Park Avenue

New York, New York 10166

           

with a copy (which shall not constitute notice) to:

Willkie Farr & Gallagher LLP

787 Seventh Avenue

New York, New York 10019

             

             

           

           

                

               

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(b) if to the Reinsurer:

First Allmerica Financial Life Insurance Company

c/o Global Atlantic Financial Company

30 Hudson Yards, 74th Floor

New York, New York 10001

               

               

with a copy (which shall not constitute notice) to:

Sidley Austin LLP

787 7th Avenue

          

          

         

            

Section 11.3. Severability. The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced under any Law or as a matter of public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic and legal substance of the transactions contemplated by the Transaction Agreements is not affected in any manner materially adverse to either Party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated by the Transaction Agreements be consummated as originally contemplated to the greatest extent possible. If any provision of this Agreement is so broad as to be unenforceable, such provision shall be interpreted to be only so broad as would be enforceable.

Section 11.4. Entire Agreement. This Agreement (including all exhibits and schedules hereto) and the other Transaction Agreements constitute the entire agreement of the Parties with respect to the subject matter of this Agreement and supersede all prior agreements and undertakings, both written and oral, between or on behalf of the Ceding Company and/or its Affiliates, on the one hand, and the Reinsurer and/or its Affiliates, on the other hand, with respect to the subject matter of this Agreement and the other Transaction Agreements.

Section 11.5. Assignment. This Agreement shall not be assigned by any Party without the prior written consent of the other Party;                                                                       Any attempted assignment in violation of this Section 11.5 shall be void. This Agreement shall be binding upon, shall inure to the benefit of, and shall be enforceable by the Parties and their permitted successors and assigns.

Section 11.6. No Third Party Beneficiaries. Except as otherwise provided herein, this Agreement is for the sole benefit of the Parties and their permitted successors and assigns, and nothing in

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this Agreement, express or implied, is intended to or shall confer upon any other Person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Section 11.7. Amendment. No provision of this Agreement may be amended, supplemented or modified except by a written instrument signed by each Party.

Section 11.8. Submission to Jurisdiction.

(a) Each of the Ceding Company and the Reinsurer irrevocably and unconditionally submits for itself and its property in any Action arising out of or relating to this Agreement, the transactions contemplated hereby, the formation, breach, termination or validity of this Agreement or the recognition and enforcement of any judgment in respect of this Agreement, to the exclusive jurisdiction of the courts of the State of New York sitting in the County of New York, the federal courts for the Southern District of New York, and appellate courts having jurisdiction of appeals from any of the foregoing, and all claims in respect of any such Action shall be heard and determined in such New York courts or, to the extent permitted by Law, in such federal court.

(b) Any such Action may and shall be brought in such courts and each of the Ceding Company and the Reinsurer irrevocably and unconditionally waives any objection that it may now or hereafter have to the venue or jurisdiction of any such Action in any such court or that such Action was brought in an inconvenient court and shall not plead or claim the same.

(c) Service of process in any Action may be effected by mailing a copy of such process by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Party at its address as provided in Section 11.2.

(d) Nothing in this Agreement shall affect the right to effect service of process in any other manner permitted by the Laws of the State of New York.

Section 11.9. Governing Law. This Agreement, and the formation, termination or validity of any part of this Agreement shall in all respects be governed by, and construed in accordance with, the Laws of the State of New York, without respect to its applicable principles of conflicts of laws that might require the application of the laws of another jurisdiction.

Section 11.10. Waiver of Jury Trial. EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, OR ITS PERFORMANCE UNDER OR THE ENFORCEMENT OF THIS AGREEMENT.

Section 11.11. Specific Performance. The Parties agree that irreparable damage would occur in the event that any of the covenants or obligations contained in this Agreement are not performed in accordance with their specific terms or were otherwise breached. Accordingly, each of the Parties shall be entitled to injunctive or other equitable relief to prevent or cure any breach by the other Party of its covenants or obligations contained in this Agreement and to specifically enforce such covenants and obligations in any court referenced in Section 11.8(a) having jurisdiction, such remedy being in addition to any other remedy to which either Party may be entitled at law or in equity. Each of the Parties acknowledges and agrees that it shall not oppose the granting of an injunction, specific performance and other equitable relief when expressly available pursuant to the terms of this Agreement, and hereby waives

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(x) the defense that the other Parties have an adequate remedy at Law or an award of specific performance is not an appropriate remedy for any reason at Law or equity, and (y) any requirement under Law to post a bond, undertaking or other security as a prerequisite to obtaining equitable relief.

Section 11.12. Waivers. Any term or provision of this Agreement may be waived, or the time for its performance may be extended, in writing at any time by the Party or Parties entitled to the benefit thereof. Any such waiver shall be validly and sufficiently authorized for the purposes of this Agreement if, as to any Party, it is authorized in writing by an authorized Representative of such Party. The failure or delay of any Party hereto to enforce at any time any provision of this Agreement or to exercise any right, power or privilege under this Agreement shall not be construed to be a waiver of such provision, right, power or privilege, nor in any way to affect the validity of this Agreement or any part hereof or the right of any Party thereafter to enforce each and every such provision and exercise each and every right, power and privilege under this Agreement in accordance with its terms. No waiver of any breach of this Agreement shall be held to constitute a waiver of any preceding or subsequent breach.

Section 11.13. Rules of Construction. Interpretation of this Agreement shall be governed by the following rules of construction: (a) words in the singular shall be held to include the plural and vice versa, and words of one gender shall be held to include the other gender as the context requires; (b) references to Articles, Sections, paragraphs, Exhibits and Schedules are references to the Articles, Sections, paragraphs, Exhibits and Schedules to this Agreement unless otherwise specified; (c) references to “$” shall mean United States dollars; (d) the word “including” and words of similar import when used in this Agreement shall mean “including without limiting the generality of the foregoing,” unless otherwise specified; (e) the table of contents, articles, titles and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement; (f) this Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting or causing any instrument to be drafted; (g) the Schedules and Exhibits referred to herein shall be construed with and as an integral part of this Agreement to the same extent as if they were set forth verbatim herein; (h) unless the context otherwise requires, the words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement; (i) all terms defined in this Agreement shall have the defined meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein; (j) any agreement or instrument defined or referred to herein or any agreement or instrument that is referred to herein means such agreement or instrument as from time to time amended, modified or supplemented, including by waiver or consent, and references to all attachments thereto and instruments incorporated therein; (k) unless otherwise specified herein, any statute or regulation referred to herein means such statute or regulation as amended, modified, supplemented or replaced from time to time (and, in the case of any statute, includes any rules and regulations promulgated under such statute), and references to any section of any statute or regulation include any successor to such section; (l) all time periods within or following which any payment is to be made or act to be done shall be calculated by excluding the date on which the period commences and including the date on which the period ends and by extending the period to the first succeeding Business Day if the last day of the period is not a Business Day; (m) references to any Person include such Person’s predecessors or successors, whether by merger, consolidation, amalgamation, reorganization or otherwise; (n) references to any contract (including this Agreement) or organizational document are to the contract or organizational document as amended, modified, supplemented or replaced from time to time, unless otherwise stated; (o) the word “will” shall be construed to have the same meaning and effect as the word “shall”; (p) all capitalized terms used without definition in the Schedules and Exhibits referred to herein shall have the meanings ascribed to such terms in this Agreement; (q) the word “or” need not be disjunctive;

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and (r) where a word or phrase is defined herein, each of its grammatical forms shall have a corresponding meaning.

Section 11.14. Counterparts. This Agreement may be executed in two (2) or more counterparts, and by the different Parties to this Agreement in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Agreement by electronic mail or other means of electronic transmission utilizing reasonable image scan technology (including pdf, DocuSign or any electronic signature complying with the U.S. federal ESIGN Act of 2000) shall be as effective as delivery of a manually executed counterpart of this Agreement.

Section 11.15. Treatment of Confidential Information.

(a)  The Ceding Company and the Reinsurer agree to hold each other’s Confidential Information in strict confidence and to take all commercially reasonable steps to ensure that Confidential Information is not disclosed in any form by any means by such Party, its Affiliates, by any of its Representatives or subcontractors to third parties of any kind, except as is authorized by the other Party in advance and in compliance with all applicable Law. Additionally, Confidential Information may be shared by either Party on a need-to-know basis with its Affiliates, Representatives           or in connection with the dispute process specified in this Agreement only to the extent necessary for the purposes of this Agreement or for the specific purpose the Confidential Information was provided and such Party shall ensure that its Affiliate, Representative           to whom Confidential Information is disclosed are aware that such Confidential Information may only be used for the purposes for which it was disclosed to them. If any Confidential Information needs to be disclosed as required by applicable Law or court order, the disclosing Party shall (if permitted by applicable Law) provide prompt notice to the other Party prior to such disclosure so that such other Party may (at its expense) seek a protection order or other appropriate remedy which is necessary to protect its interest.

(b)  The Ceding Company will not transfer, disclose, share, furnish, or provide Personal Information to Reinsurer under this Agreement, and the Reinsurer shall have no right to access any Personal Information, except to the extent necessary for purposes of administration of this Agreement. In the event that any Personal Information is provided to the Reinsurer, the Reinsurer will (i) comply in all material respects with applicable Laws with respect to the processing of such Personal Information; (ii) retain, use, process, and disclose all Personal Information created by Reinsurer on behalf of the Ceding Company only to monitor and ensure the Ceding Company’s compliance with the terms of this Agreement, perform the services or its obligations under this Agreement, or as otherwise instructed by the Ceding Company or permitted by this Agreement; (iii) refrain from selling, sharing or disclosing to third parties (other than its Representatives           solely on a need-to-know basis) such Personal Information or using such Personal Information for any purpose unrelated to Reinsurer’s business relationship with the Ceding Company; (iv) subject to applicable Law and the terms of the Reinsurer’s record retention policies, take commercially reasonable steps to comply with the provisions of this Agreement and the reasonable instructions of the Ceding Company to return or destroy the Personal Information; and (v) provide prompt written notice to the Ceding Company in the event of any data security incident that results in unauthorized access to or acquisition of Personal Information provided to the Reinsurer.

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(c)  If either Party receives a third party demand pursuant to subpoena, summons, or court or Governmental Order or request, to disclose Confidential Information provided by the other Party, the receiving Party shall, if legally permitted, provide the disclosing Party with prompt written notice of any subpoena, summons, or court or Governmental Order or request, within a reasonable time prior to such release or disclosure. Unless the disclosing Party has given its prior permission to release or disclose the proprietary information, the receiving Party shall not comply with the subpoena prior to the actual date required by the subpoena. If a protective order or appropriate remedy is not obtained, the receiving Party may disclose only that portion of the proprietary information that it is legally obligated to disclose and shall use reasonable best efforts to treat such proprietary information as confidential. However, notwithstanding anything to the contrary in this Agreement, this Section 11.15(c) shall not be construed as requiring the receiving Party to act in any way that would not comply with the subpoena, summons, or court or Governmental Order.

(d)  The Reinsurer shall implement and maintain appropriate administrative, technical, and physical safeguards, including written policies and procedures, compliant with applicable Laws, designed to protect the confidentiality, integrity, and availability of Personal Information and other Confidential Information provided by the Ceding Company.

(e)  As needed to comply with applicable Laws concerning the processing of Personal Information, the Parties agree to work cooperatively and in good faith to amend this Agreement in a mutually agreeable and timely manner, or to enter into further mutually agreeable agreements to the extent required by Law to comply with any such applicable Laws applicable to the Parties.

Section 11.16. Incontestability. In consideration of the mutual covenants and agreements contained herein, each Party agrees that this Agreement, and each and every provision hereof, is and shall be enforceable by and between them according to its terms, and each Party does hereby agree that it shall not contest the validity or enforceability hereof.

Section 11.17. Sanctions. Notwithstanding other provisions of this Agreement, no Party shall be deemed to provide any part of any cover and no Party shall be liable to pay any part of any premium, claim or provide any part of any benefit hereunder solely to the extent that such portion of the provision of such cover or benefit, or the payment of such premium or claim, would violate any Laws prohibiting the provision of such cover or benefit or the payment of such premium or claim applicable to such Party including, without limitation, economic sanctions law or regulation applicable to either Party, its controlling entity, or its parent company.

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IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be duly executed on the day and year first above written.

METROPOLITAN LIFE INSURANCE COMPANY
FIRST ALLMERICA FINANCIAL LIFE
INSURANCE COMPANY
By:
	Name:
	Title:

Signature Page to MLIC Coinsurance and Modified Coinsurance Agreement

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be duly executed on the day and year first above written.

METROPOLITAN LIFE INSURANCE COMPANY
By:
	Name:
	Title:
FIRST ALLMERICA FINANCIAL LIFE
INSURANCE COMPANY

Signature Page to MLIC Coinsurance and Modified Coinsurance Agreement

EX-99.(H)(B)

Amended and Restated Participation Agreement

as of May 1, 2004

Franklin Templeton Variable Insurance Products Trust

Franklin/Templeton Distributors, Inc.

Metropolitan Life Insurance Company

Metropolitan Life Insurance Company, as Distributor

CONTENTS

Section	Subject Matter
1.	Parties and Purpose
2.	Representations and Warranties
3.	Purchase and Redemption of Trust Portfolio Shares
4.	Fees, Expenses, Prospectuses, Proxy Materials and Reports
5.	Voting
6.	Sales Material, Information and Trademarks
7.	Indemnification
8.	Notices
9.	Termination
10.	Miscellaneous
	Schedules to this Agreement
A.	The Company
B.	Accounts of the Company
C.	Available Portfolios and Classes of Shares of the Trust; Investment Advisers
D.	Contracts of the Company
E.	[this schedule is not used]
F.	Rule 12b-1 Plans of the Trust
G.	Addresses for Notices
H.	Shared Funding Order

1.   Parties and Purpose

This agreement (the “Agreement”) is between certain portfolios and classes thereof, specified below and in Schedule C, of Franklin Templeton Variable Insurance Products Trust, an open-end management investment company organized as a business trust under Massachusetts law (the “Trust”), Franklin/Templeton Distributors, Inc., a California corporation which is the principal underwriter for the Trust (the “Underwriter,” and together with the Trust, “we” or “us”) and the insurance company identified on Schedule A (“you”) and your distributor, on your own behalf and on behalf of each segregated asset account

maintained by you that is listed on Schedule B, as that schedule may be amended from time to time (“Account” or “Accounts”).

The purpose of this Agreement is to entitle you, on behalf of the Accounts, to purchase the shares, and classes of shares, of portfolios of the Trust (“Portfolios”) that are identified on Schedule C, consistent with the terms of the prospectuses of the Portfolios, solely for the purpose of funding benefits of your variable life insurance policies or variable annuity contracts (“Contracts”) that are identified on Schedule D. This Agreement does not authorize any other purchases or redemptions of shares of the Trust.

2.   Representations and Warranties

2.1  Representations and Warranties by You

You represent and warrant that:

2.1.1  You are an insurance company duly organized and in good standing under the laws of your state of incorporation.

2.1.2  All of your directors, officers, employees, and other individuals or entities dealing with the money and/or securities of the Trust are and shall be at all times covered by a blanket fidelity bond or similar coverage for the benefit of the Trust, in an amount not less than $5 million. Such bond shall include coverage for larceny and embezzlement and shall be issued by a reputable bonding company. You agree to make all reasonable efforts to see that this bond or another bond containing such provisions is always in effect, and you agree to notify us in the event that such coverage no longer applies.

2.1.3  Each Account is a duly organized, validly existing segregated asset account under applicable insurance law and interests in each Account are offered exclusively through the purchase of or transfer into a “variable contract” within the meaning of such terms under Section 817 of the Internal Revenue Code of 1986, as amended (“Code”) and the regulations thereunder. You will use your best efforts to continue to meet such definitional requirements, and will notify us immediately upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the future.

2.1.4  Each Account either: (i) has been registered or, prior to any issuance or sale of the Contracts, will be registered as a unit investment trust under the Investment Company Act of 1940 (“1940 Act”); or (ii) has not been so registered in proper reliance upon an exemption from registration under Section 3(c) of the 1940 Act; if the Account is exempt from registration as an investment company under Section 3(c) of the 1940 Act, you will use your best efforts to maintain such exemption and will notify us immediately upon having a reasonable basis for believing that such exemption no longer applies or might not apply in the future.

2.1.5  The Contracts or interests in the Accounts: (i) are or, prior to any issuance or sale will be, registered as securities under the Securities Act of 1933, as amended (the “1933 Act”); or (ii) are not registered because they are properly exempt from registration

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under Section 3(a)(2) of the 1933 Act or will be offered exclusively in transactions that are properly exempt from registration under Section 4(2) or Regulation D of the 1933 Act, in which case you will make every effort to maintain such exemption and will notify us immediately upon having a reasonable basis for believing that such exemption no longer applies or might not apply in the future.

2.1.6  The Contracts: (i) will be sold by broker-dealers, or their registered representatives, who are registered with the Securities and Exchange Commission (“SEC”) under the Securities and Exchange Act of 1934, as amended (the “1934 Act”) and who arc members in good standing of the National Association of Securities Dealers, Inc. (the “NASD”); (ii) will be issued and sold in compliance in all material respects with all applicable federal and state laws; and (iii) will be sold in compliance in all material respects with state insurance suitability requirements and NASD suitability guidelines. Without limiting the foregoing, you agree that in recommending to a Contract owner the purchase, sale or exchange of any subaccount units under the Contracts, you shall have reasonable grounds for believing that the recommendation is suitable for such Contract owner.

2.1.7  The Contracts currently are and will be treated as annuity contracts or life insurance contracts under applicable provisions of the Code and you will use your best efforts to maintain such treatment; you will notify us immediately upon having a reasonable basis for believing that any of the Contracts have ceased to be so treated or that they might not be so treated in the future.

2.1.8  The fees and charges deducted under each Contract, in the aggregate, are reasonable in relation to the services rendered, the expenses expected to be incurred, and the risks assumed by you.

2.1.9  You will use shares of the Trust only for the purpose of funding benefits of the Contracts through the Accounts.

2.1.10 Contracts will not be sold outside of the United States.

2.1.11 With respect to any Accounts which are exempt from registration under the 1940 Act in reliance on 3(c)(1) or Section 3(c)(7) thereof:

2.1.11.1 the principal underwriter for each such Account and any subaccounts thereof is a registered broker-dealer with the SEC under the 1934 Act;

2.1.11.2 the shares of the Portfolios of the Trust are and will continue to be the only investment securities held by the corresponding subaccounts; and

2.1.11.3 with regard to each Portfolio, you, on behalf of the corresponding subaccount, will:

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(a) vote such shares held by it in the same proportion as the vote of all other holders of such shares; and

(b) refrain from substituting shares of another security for such shares unless the SEC bas approved such substitution in the manner provided in Section 26 of the 1940 Act.

2.1.12 As covered financial institutions we, only with respect to Portfolio shareholders, and you each undertake and agree to comply, and to take full responsibility in complying with any and all applicable laws, regulations, protocols and other requirements relating to money laundering including, without limitation, the International Money Laundering Abatement and Anti-Terrorist Financing Act of 2001 (Title III of the USA PATRIOT Act).

2.2  Representations and Warranties by the Trust

The Trust represents and warrants that:

2.2.1  It is duly organized and in good standing under the laws of the State of Massachusetts.

2.2.2  All of its directors, officers, employees and others dealing with the money and/or securities of a Portfolio are and shall be at all times covered by a blanket fidelity bond or similar coverage for the benefit of the Trust in an amount not less than the minimum coverage required by Rule 17g-l or other regulations under the 1940 Act. Such bond shall include coverage for larceny and embezzlement and be issued by a reputable bonding company.

2.2.3  It is registered as an open-end management investment company under the 1940 Act.

2.2.4  Each class of shares of the Portfolios of the Trust is registered under the 1933 Act.

2.2.5  It will amend its registration statement under the 1933 Act and the 1940 Act from time to time as required in order to effect the continuous offering of its shares.

2.2.6  It will comply, in all material respects, with the 1933 and 1940 Acts and the rules and regulations thereunder.

2.2.7  It is currently qualified as a “regulated investment company” under Subchapter M of the Code, it will make every effort to maintain such qualification, and will notify you immediately upon having a reasonable basis for believing that it has ceased to so qualify or that it might not so qualify in the future.

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2.2.8  The Trust will use its best efforts to comply with the diversification requirements for variable annuity, endowment or life insurance contracts set forth in Section 817(h) of the Code, and the rules and regulations thereunder, including without limitation Treasury Regulation 1.817-5. Upon having a reasonable basis for believing any Portfolio has ceased to comply and will not be able to comply within the grace period afforded by Regulation 1.817-5, the Trust will notify you immediately and will take all reasonable steps to adequately diversify the Portfolio to achieve compliance.

2.2.9  It currently intends for one or more classes of shares (each, a “Class”) to make payments to finance its distribution expenses, including service fees, pursuant to a plan (“Plan”) adopted under rule 12b-1 under the 1940 Act (“Rule 12b-1”), although it may determine to discontinue such practice in the future. To the extent that any Class of the Trust finances its distribution expenses pursuant to a Plan adopted under rule 12b-1, the Trust undertakes to comply with any then current SEC interpretations concerning rule 12b-1 or any successor provisions.

2.3  Representations and Warranties by the Underwriter

The Underwriter represents and warrants that:

2.3.1  It is registered as a broker dealer with the SEC under the 1934 Act, and is a member in good standing of the NASD.

2.3.2  Each investment adviser listed on Schedule C (each, an “Adviser”) is duly registered as an investment adviser under the Investment Advisers Act of 1940, as amended, and any applicable state securities law.

2.4  Warranty and Agreement by Both You and Us

We received an order from the SEC dated November 16, 1993 (file no. 812-8546), which was amended by a notice and an order we received on September 17, 1999 and October 13, 1999, respectively (file no. 812-11698) (collectively, the “Shared Funding Order,” attached to this Agreement as Schedule H). The Shared Funding Order grants exemptions from certain provisions of the 1940 Act and the regulations thereunder to the extent necessary to permit shares of the Trust to be sold to and held by variable annuity and variable life insurance separate accounts of both affiliated and unaffiliated life insurance companies and qualified pension and retirement plans outside the separate account context. You and we both warrant and agree that both you and we will comply with the “Applicants’ Conditions” prescribed in the Shared Funding Order as though such conditions were set forth verbatim in this Agreement, including, without limitation, the provisions regarding potential conflicts of interest between the separate accounts which invest in the Trust and regarding contract owner voting privileges. In order for the Trust’s Board of Trustees to perform its duty to monitor for conflicts of interest, you agree to inform us of the occurrence of any of the events specified in condition 2 of the Shared Funding Order to the extent that such event may or does result in a material conflict of interest as defined in that order.

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3.   Purchase and Redemption of Trust Portfolio Shares

3.1  Availability of Trust Portfolio Shares

3.1.1  We will make shares of the Portfolios available to the Accounts for the benefit of the Contracts. The shares will be available for purchase at the net asset value per share next computed after we (or our agent, or you as our designee) receive a purchase order, as established in accordance with the provisions of the then current prospectus of the Trust. All orders are subject to acceptance by us and by the Portfolio or its transfer agent, and become effective only upon confirmation by us. Notwithstanding the foregoing, the Trust’s Board of Trustees (“Trustees”) may refuse to sell shares of any Portfolio to any person, or may suspend or terminate the offering of shares of any Portfolio if such action is required by law or by regulatory authorities having jurisdiction or if, in the sole discretion of the Trustees, they deem such action to be in the best interests of the shareholders of such Portfolio.

3.1.2  Without limiting the other provisions of this Section 3.1, among other delegations by the Trustees, the Trustees have determined that there is a significant risk that the Trust and its shareholders may be adversely affected by investors with short term trading activity and/or whose purchase and redemption activity follows a market timing pattern as defined in the prospectus for the Trust, and have authorized the Trust, the Underwriter and the Trust’s transfer agent to adopt procedures and take other action (including, without limitation, rejecting specific purchase orders in whole or in part) as they deem necessary to reduce, discourage, restrict or eliminate such trading and/or market timing activity. You agree that your purchases and redemptions of Portfolio shares are subject to, and that you will assist us in implementing, the Market Timing Trading Policy and Additional Policies (as described in the Trust’s prospectus) and the Trust’s restrictions on excessive and/or short term trading activity and/or purchase and redemption activity that follows a market timing pattern.

3.1.3  We agree that shares of the Trust will be sold only to life insurance companies which have entered into fund participation agreements with the Trust (“Participating Insurance Companies”) and their separate accounts or to qualified pension and retirement plans in accordance with the terms of the Shared Funding Order. No shares of any Portfolio will be sold to the general public.

3.2  Manual or Automated Portfolio Share Transactions

3.2.1  Section 3.3 of this Agreement shall govern and Section 3.4 shall not be operative, unless we receive from you at the address provided in the next sentence, written notice that you wish to communicate, process and settle purchase and redemptions for shares (collectively, “share transactions”) via the Fund/SERV and Networking systems of the National Securities Clearing Corporation (“NSCC”). The address for you to send such written notice shall be: Retirement Services, Franklin Templeton Investments, 910 Park Place, 1^st Floor, San Mateo, California 94403-1906. After giving ten (10) days’ advance written notice at the address provided in the previous sentence of your desire to use NSCC processing, Section 3.4 of this Agreement shall govern and Section 3.3 shall not be operative.

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3.2.2  At any time when, pursuant to the preceding paragraph, Section 3.4 of this Agreement governs, any party to this Agreement may send written notice to the other parties that it chooses to end the use of the NSCC Fund/SERV and Networking systems and return to manual handling of share transactions. Such written notice shall be sent: (i) if from you to us, to the address provided in the preceding paragraph; (ii) if from us to you, to your address in Schedule G of this Agreement. After giving ten (10) days’ advance written notice at the address as provided in the previous sentence, Section 3.3 of this Agreement shall govern and Section 3.4 shall not be operative.

3.3  Manual Purchase and Redemption

3.3.1  You are hereby appointed as our designee for the sole purpose of receiving from Contract owners purchase and exchange orders and requests for redemption resulting from investment in and payments under the Contracts that pertain to subaccounts that invest in Portfolios (“Instructions’’). “Business Day” shall mean any day on which the New York Stock Exchange is open for trading and on which the Trust calculates its net asset value pursuant to the rules of the SEC and its current prospectus. “Close of Trading” shall mean the close of trading on the New York Stock Exchange, generally 4:00 p.m. Eastern Time. You represent and warrant that all Instructions transmitted to us for processing on or as of a given Business Day (“Day 1”) shall have been received in proper form and time stamped by you prior to the Close of Trading on Day 1. Such Instructions shall receive the share price next calculated following the Close of Trading on Day 1, provided that we receive such Instructions from you before 9 a.m. Eastern Time on the next Business Day (“Day 2”). You represent and warrant that Instructions received in proper form and time stamped by you after the Close of Trading on Day 1 shall be treated by you and transmitted to us as if received on Day 2. Such Instructions shall receive the share price next calculated following the Close of Trading on Day 2. You represent and warrant that you have, maintain and periodically test, procedures and systems in place reasonably designed to prevent Instructions received after the Close of Trading on Day 1 from being executed with Instructions received before the Close of Trading on Day 1. All Instructions we receive from you after 9 a.m. Eastern Time on Day 2 shall be processed by us on the following Business Day and shall receive the share price next calculated following the Close of Trading on Day 2.

3.3.2  We shall calculate the net asset value per share of each Portfolio on each Business Day, and shall communicate these net asset values to you or your designated agent on a daily basis as soon as reasonably practical after the calculation is completed (normally by 6:30 p.m. Eastern Time).

3.3.3  You shall submit payment for the purchase of shares of a Portfolio on behalf of an Account in federal funds transmitted by wire to the Trust or to its designated custodian, which must receive such wires no later than the close of the Reserve Bank, which is 6:00 p.m. Eastern Time, on the Business Day following the Business Day as of which such purchases orders are made.

3.3.4  We will redeem any full or fractional shares of any Portfolio, when requested by you on behalf of an Account, at the net asset value next computed after receipt by us (or our agent or you as our designee) of the request for redemption, as established in

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accordance with the provisions of the then current prospectus of the Trust. We shall make payment for such shares in the manner we establish from time to time, but in no event shall payment be delayed for a greater period than is permitted by the 1940 Act.

3.3.5  Issuance and transfer of the Portfolio shares will be by book entry only. Stock certificates will not be issued to you or the Accounts. Portfolio shares purchased from the Trust will be recorded in the appropriate title for each Account or the appropriate subaccount of each Account.

3.3.6  We shall furnish, on or before the ex-dividend date, notice to you of any income dividends or capital gain distributions payable on the shares of any Portfolio. You hereby elect to receive all such income dividends and capital gain distributions as are payable on shares of a Portfolio in additional shares of that Portfolio, and you reserve the right to change this election in the future. We will notify you of the number of shares so issued as payment of such dividends and distributions.

3.3.7  Each party to this Agreement agrees that, in the event of a material error resulting from incorrect information or confirmations, the parties will seek to comply in all material respects with the provisions of applicable federal securities laws.

3.4  Automated Purchase and Redemption

3.4.1  “Fund/SERV” shall mean NSCC’s Mutual Fund Settlement, Entry and Registration Verification System, a system for automated, centralized processing of mutual fund purchase and redemption orders, settlement, and account registration; “Networking” shall mean NSCC’s system that allows mutual funds and life insurance companies to exchange account level information electronically; and “Settling Bank” shall mean the entity appointed by the Trust or you, as applicable, to perform such settlement services on behalf of the Trust and you, as applicable, which entity agrees to abide by NSCC’s then current rules and procedures insofar as they relate to same day funds settlement. In all cases, processing and settlement of share transactions shall be done in a manner consistent with applicable law.

3.4.2  You are hereby appointed as our designee for the sole purpose of receiving from Contract owners purchase and exchange orders and requests for redemption resulting from investment in and payments under the Contracts that pertain to subaccounts that invest in Portfolios (“Instructions”). “Business Day” shall mean any day on which the New York Stock Exchange is open for trading and on which the Trust calculates its net asset value pursuant to the rules of the SEC and its current prospectus. “Close of Trading” shall mean the close of trading on the New York Stock Exchange, generally 4:00 p.m. Eastern Time. Upon receipt of Instructions, and upon your determination that there are good funds with respect to Instructions involving the purchase of shares, you will calculate the net purchase or redemption order for each Portfolio.

3.4.3  On each Business Day, you shall aggregate all purchase and redemption orders for shares of a Portfolio that you received prior to the Close of Trading. You represent and warrant that all orders for net purchases or net redemptions derived from Instructions received by you and transmitted to Fund/SERV for processing on or as of a given Business

8

Day (“Day 1”) shall have been received in proper form and time stamped by you prior to the Close of Trading on Day 1. Such orders shall receive the share price next calculated following the Close of Trading on Day 1, provided that we receive Instructions from Fund/SERV by 6:30 a.m. Eastern Time on the next Business Day (“Day 2”). You represent and warrant that orders received in good order and time stamped by you after the Close of Trading on Day 1 shall be treated by you and transmitted to Fund/SERV as if received on Day 2. Such orders shall receive the share price next calculated following the Close of Trading on Day 2. All Instructions we receive from Fund/SERV after 6:30 a.m. Eastern Time on Day 2 shall be processed by us on the following Business Day and shall receive the share price next calculated following the close of trading on Day 2. You represent and warrant that you have, maintain and periodically test, procedures and systems in place reasonably designed to prevent orders received after the Close of Trading on Day 1 from being executed with orders received before the Close of Trading on Day 1, and periodically monitor the systems to determine their effectiveness. Subject to your compliance with the foregoing, you will be considered the designee of the Underwriter and the Portfolios, and the Business Day on which Instructions are received by you in proper form prior to the Close of Trading will be the date as of which shares of the Portfolios are deemed purchased, exchanged or redeemed pursuant to such Instructions. Dividends and capital gain distributions will be automatically reinvested at net asset value in accordance with the Portfolio’s then current prospectus.

3.4.4  We shall calculate the net asset value per share of each Portfolio on each Business Day, and shall furnish to you through NSCC’s Networking or Mutual Fund Profile System: (i) the most current net asset value information for each Portfolio; and (ii) in the case of fixed income funds that declare daily dividends, the daily accrual or the interest rate factor. All such information shall be furnished to you by 6:30 p.m. Eastern Time on each Business Day or at such other time as that information becomes available.

3.4.5  You will wire payment for net purchase orders by the Trust’s NSCC Firm Number, in immediately available funds, to an NSCC settling bank account designated by you in accordance with NSCC rules and procedures on the same Business Day such purchase orders are communicated to NSCC. For purchases of shares of daily dividend accrual funds, those shares will not begin to accrue dividends until the day the payment for those shares is received.

3.4.6  We will redeem any full or fractional shares of any Portfolio, when requested by you on behalf of an Account, at the net asset value next computed after receipt by us (or our agent or you as our designee) of the request for redemption, as established in accordance with the provisions of the then current prospectus of the Trust. NSCC will wire payment for net redemption orders by the Trust, in immediately available funds, to an NSCC settling bank account designated by you in accordance with NSCC rules and procedures on the Business Day such redemption orders are communicated to NSCC, except as provided in the Trust’s prospectus and statement of additional information.

3.4.7  Issuance and transfer of the Portfolio shares will be by book entry only. Stock certificates will not be issued to you or the Accounts. Portfolio shares purchased from

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the Trust will be recorded in the appropriate title for each Account or the appropriate subaccount of each Account.

3.4.8  We shall furnish through NSCC’s Networking or Mutual Fund Profile System on or before the ex-dividend date, notice to you of any income dividends or capital gain distributions payable on the shares of any Portfolio. You hereby elect to receive all such income dividends and capital gain distributions as are payable on shares of a Portfolio in additional shares of that Portfolio, and you reserve the right to change this election in the future. We will notify you of the number of shares so issued as payment of such dividends and distributions.

3.4.9  All orders are subject to acceptance by Underwriter and become effective only upon confirmation by Underwriter. Underwriter reserves the right: (i) not to accept any specific order or part of any order for the purchase or exchange of shares through Fund/SERV; and (ii) to require any redemption order or any part of any redemption order to be settled outside of Fund/SERV, in which case the order or portion thereof shall not be “confirmed” by Underwriter, but rather shall be accepted for redemption in accordance with Section 3.4.11 below.

3.4.10 All trades placed through Fund/SERV and confirmed by Underwriter via Fund/SERV shall settle in accordance with Underwriter’s profile within Fund/SERV applicable to you. Underwriter agrees to provide you with account positions and activity data relating to share transactions via Networking.

3.4.11 If on any specific day you or Underwriter are unable to meet the NSCC deadline for the transmission of purchase or redemption orders for that day, a party may at its option transmit such orders and make such payments for purchases and redemptions directly to you or us, as applicable, as is otherwise provided in the Agreement; provided, however, that we must receive written notification from you by 9:00 a.m. Eastern Time on any day that you wish to transmit such orders and/or make such payments directly to us .

3.4.12 In the event that you or we are unable to or prohibited from electronically communicating, processing or settling share transactions via Fund/SERV, you or we shall notify the other, including providing the notification provided above in Section 3.4.11. After all parties have been notified, you and we shall submit orders using manual transmissions as are otherwise provided in the Agreement.

3.4.13 These procedures are subject to any additional terms in each Portfolio’s prospectus and the requirements of applicable law. The Trust reserves the right, at its discretion and without notice, to suspend the sale of shares or withdraw the sale of shares of any Portfolio.

3.4.14 Each party to the Agreement agrees that, in the event of a material error resulting from incorrect information or confirmations, the parties will seek to comply in all material respects with the provisions of applicable federal securities laws.

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3.4.15 You and Underwriter represent and warrant that each: (a) has entered into an agreement with NSCC; (b) has met and will continue to meet all of the requirements to participate in Fund/SERV and Networking; (c) intends to remain at all times in compliance with the then current rules and procedures of NSCC, all to the extent necessary or appropriate to facilitate such communications, processing, and settlement of share transactions; and (d) will notify the other parties to this Agreement if there is a change in or a pending failure with respect to its agreement with NSCC.

4.   Fees, Expenses, Prospectuses, Proxy Materials and Reports

4.1  We shall pay no fee or other compensation to you under this Agreement except as provided on Schedule F, if attached.

4.2  We shall prepare and be responsible for filing with the SEC, and any state regulators requiring such filing, all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of the Trust. We shall bear the costs of preparation and filing of the documents listed in the preceding sentence, registration and qualification of the Trust’s shares of the Portfolios.

4.3  We shall use reasonable efforts to provide you, on a timely basis, with such information about the Trust, the Portfolios and each Adviser, in such form as you may reasonably require, as you shall reasonably request in connection with the preparation of disclosure documents and annual and semi-annual reports pertaining to the Contracts.

4.4  At your option, we shall provide you, at our expense, with either: (i) for each Contract owner who is invested through the Account in a subaccount corresponding to a Portfolio (“designated subaccount”), one copy of each of the following documents on each occasion that such document is required by law or regulation to be delivered to such Contract owner who is invested in a designated subaccount: the Trust’s current prospectus, annual report, semi-annual report and other shareholder communications, including any amendments or supplements to any of the foregoing, pertaining specifically to the Portfolios (“Designated Portfolio Documents”); or (ii) a camera ready copy of such Designated Portfolio Documents in a form suitable for printing and from which information relating to series of the Trust other than the Portfolios has been deleted to the extent practicable. In connection with clause (ii) of this paragraph, we will pay for proportional printing costs for such Designated Portfolio Documents in order to provide one copy for each Contract owner who is invested in a designated subaccount on each occasion that such document is required by law or regulation to be delivered to such Contract owner, and provided the appropriate documentation is provided and approved by us. We shall provide you with a copy of the Trust’s current statement of additional information, including any amendments or supplements, in a form suitable for you to duplicate. The expenses of furnishing, including mailing, to Contract owners the documents referred to in this paragraph shall be borne by you. For each of the documents provided to you in accordance with clause (i) of this paragraph 4.4, we shall provide you, upon your request and at your expense, additional copies. In no event shall we be

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responsible for the costs of printing or delivery of Designated Portfolio Documents to potential or new Contract owners or the delivery of Designated Portfolio Documents to existing contract owners.

4.5  We shall provide you, at our expense, with copies of any Trust-sponsored proxy materials in such quantity as you shall reasonably require for distribution to Contract owners who are invested in a designated subaccount. You shall bear the costs of distributing proxy materials (or similar materials such as voting solicitation instructions) to Contract owners.

4.6  You assume sole responsibility for ensuring that the Trust’s prospectuses, shareholder reports and communications, and proxy materials are delivered to Contract owners in accordance with applicable federal and state securities laws.

5.   Voting

5.1  All Participating Insurance Companies shall have the obligations and responsibilities regarding pass-through voting and conflicts of interest corresponding to those contained in the Shared Funding Order.

5.2  If and to the extent required by law, you shall: (i) solicit voting instructions from Contract owners; (ii) vote the Trust shares in accordance with the instructions received from Contract owners; and (iii) vote Trust shares for which no instructions have been received in the same proportion as Trust shares of such Portfolio for which instructions have been received; so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners. You reserve the right to vote Trust shares held in any Account in your own right, to the extent permitted by law.

5.3  So long as, and to the extent that, the SEC interprets the 1940 Act to require pass-through voting privileges for Contract owners, you shall provide pass-through voting privileges to Contract owners whose Contract values are invested, through the Accounts, in shares of one or more Portfolios of the Trust. We shall require all Participating Insurance Companies to calculate voting privileges in the same manner and you shall be responsible for assuring that the Accounts calculate voting privileges in the manner established by us. With respect to each Account, you will vote shares of each Portfolio of the Trust held by an Account and for which no timely voting instructions from Contract owners are received in the same proportion as those shares held by that Account for which voting instructions are received. You and your agents will in no way recommend or oppose or interfere with the solicitation of proxies for Portfolio shares held to fund the Contracts without our prior written consent, which consent may be withheld in our sole discretion.

6.   Sales Material, Information and Trademarks

6.1  For purposes of this Section 6, “Sales literature or other Promotional material” includes, but is not limited to, portions of the following that use any logo or other trademark related to the Trust, or Underwriter or its affiliates, or refer to the Trust: advertisements (such as material published or designed for use in a newspaper, magazine or other periodical, radio,

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television, telephone or tape recording, videotape display, signs or billboards, motion pictures, electronic communication or other public media), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, research reports, market letters, form letters, seminar texts, reprints or excerpts or any other advertisement, sales literature or published article or electronic communication), educational or training materials or other communications distributed or made generally available to some or all agents or employees in any media, and disclosure documents, shareholder reports and proxy materials.

6.2  You shall furnish, or cause to be furnished to us or our designee, at least one complete copy of each registration statement, prospectus, statement of additional information, private placement memorandum, retirement plan disclosure information or other disclosure documents or similar information, as applicable (collectively “Disclosure Documents”), as well as any report, solicitation for voting instructions, Sales literature or other Promotional materials, and all amendments to any of the above that relate to the Contracts or the Accounts prior to its first use. You shall furnish, or shall cause to be furnished, to us or our designee each piece of Sales literature or other Promotional material in which the Trust or an Adviser is named, at least fifteen (15) Business Days prior to its proposed use. No such material shall be used unless we or our designee approve such material and its proposed use.

6.3  You and your agents shall not give any information or make any representations or statements on behalf of the Trust or concerning the Trust, the Underwriter or an Adviser, other than information or representations contained in and accurately derived from the registration statement or prospectus for the Trust shares (as such registration statement and prospectus may be amended or supplemented from time to time), annual and semi-annual reports of the Trust, Trust-sponsored proxy statements, or in Sales literature or other Promotional material approved by the Trust or its designee, except as required by legal process or regulatory authorities or with the written permission of the Trust or its designee. You shall send us a complete copy of each Disclosure Document and item of Sales literature or other Promotional materials in its final form within twenty (20) days of its first use.

6.4  We shall not give any information or make any representations or statements on behalf of you or concerning you, the Accounts or the Contracts other than information or representations, including naming you as a Trust shareholder, contained in and accurately derived from Disclosure Documents for the Contracts (as such Disclosure Documents may be amended or supplemented from time to time), or in materials approved by you for distribution, including Sales literature or other Promotional materials, except as required by legal process or regulatory authorities or with your written permission.

6.5  Except as provided in Section 6.2, you shall not use any designation comprised in whole or part of the names or marks “Franklin” or “Templeton” or any logo or other trademark relating to the Trust or the Underwriter without prior written consent, and upon termination of this Agreement for any reason, you shall cease all use of any such name or mark as soon as reasonably practicable.

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6.6  You shall furnish to us ten (10) Business Days prior to its first submission to the SEC or its staff, any request or filing for no-action assurance or exemptive relief naming, pertaining to, or affecting, the Trust, the Underwriter or any of the Portfolios.

6.7  You agree that any posting of Portfolio prospectuses on your website will result in the Portfolio prospectuses: (i) appearing identical to the hard copy printed version, (ii) being clearly associated with the particular Contracts in which they are available and posted in close proximity to the applicable Contract prospectuses (iii) having no less prominence than prospectuses of any other underlying funds available under the Contracts, and (iv) being used in an authorized manner. Notwithstanding the above, you understand and agree that you are responsible for ensuring that participation in the Portfolios, and any website posting, or other use, of the Portfolio prospectuses is in compliance with this Agreement and applicable state and federal securities and insurance laws and regulations, including as they relate to paper or electronic use of fund prospectuses. The format of such presentation, the script and layout for any website that mentions the Trust, the Underwriter, an Adviser or the Portfolios shall be routed to us as sales literature or other promotional materials, pursuant to Section 6 of the Agreement.

In addition, you agree to be solely responsible for maintaining and updating the Portfolio prospectuses’ PDF files (including prospectus supplements) and removing and/or replacing promptly any outdated prospectuses, as necessary, ensuring that any accompanying instructions by us, for using or stopping use are followed. You agree to designate and make available to us a person to act as a single point of communication contact for these purposes. We are not responsible for any additional costs or additional liabilities that may be incurred as a result of your election to place the Portfolio prospectuses on your website. We reserve the right to revoke this authorization, at any time and for any reason, although we may instead make our authorization subject to new procedures.

6.8  Each of your and your distributor’s registered representatives, agents, independent contractors and employees, as applicable, will have access to our websites at franklintempleton.com, and such other URLs through which we may permit you to conduct business concerning the Portfolios from time to time (referred to collectively as the “Site”) as provided herein, (i) upon registration by such individual on a Site, (ii) if you cause a Site Access Request Form (an “Access Form”) to be signed by your authorized supervisory personnel and submitted to us, as a Schedule to, and legally a part of, this Agreement, or (iii) if you provide such individual with the necessary access codes or other information necessary to access the Site through any generic or firm-wide authorization we may grant you from time to time. Upon receipt by us of a completed registration submitted by an individual through the Site or a signed Access Form referencing such individual, we shall be entitled to rely upon the representations contained therein as if you had made them directly hereunder and we will issue a user identification, express number and/or password (collectively, “Access Code”). Any person to whom we issue an Access Code or to whom you provide the necessary Access Codes or other information necessary to access the Site through any generic or firm-wide authorization we may grant you from time to time shall be an “Authorized User.”

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We shall be entitled to assume that such person validly represents you and that all instructions received from such person are authorized, in which case such person will have access to the Site, including all services and information to which you are authorized to access on the Site. All inquiries and actions initiated by you (including your Authorized Users) are your responsibility, are at your risk and are subject to our review and approval (which could cause a delay in processing). You agree that we do not have a duty to question information or instructions you (including Authorized Users) give to us under this Agreement, and that we are entitled to treat as authorized, and act upon, any such instructions and information you submit to us. You agree to take all reasonable measures to prevent any individual other than an Authorized User from obtaining access to the Site. You agree to inform us if you wish to restrict or revoke the access of any individual Access Code. If you become aware of any loss or theft or unauthorized use of any Access Code, you agree to contact us immediately. You also agree to monitor your (including Authorized Users’) use of the Site to ensure the terms of this Agreement are followed. You also agree that you will comply with all policies and agreements concerning Site usage, including without limitation the Terms of Use Agreement(s) posted on the Site (“Site Terms”), as may be revised and reposted on the Site from time to time, and those Site Terms (as in effect from time to time) are a part of this Agreement. Your duties under this section are considered “services” required under the terms of this Agreement. You acknowledge that the Site is transmitted over the Internet on a reasonable efforts basis and we do not warrant or guarantee their accuracy, timeliness, completeness, reliability or non-infringement. Moreover, you acknowledge that the Site is provided for informational purposes only, and are not intended to comply with any requirements established by any regulatory or governmental agency.

7.   Indemnification

7.1  Indemnification By You

7.1.1  You agree to indemnify and hold harmless the Underwriter, the Trust and each of its Trustees, officers, employees and agents and each person, if any, who controls the Trust within the meaning of Section 15 of the 1933 Act (collectively, the “Indemnified Parties” and individually the “Indemnified Party” for purposes of this Section 7) against any and all losses, claims, damages, fines, liabilities (including amounts paid in settlement with your written consent, which consent shall not be unreasonably withheld) or expenses (including the reasonable costs of investigating or defending any alleged loss, claim, damage, fines, liability or expense and reasonable legal counsel fees incurred in connection therewith) (collectively, “Losses”), to which the Indemnified Parties may become subject under any statute or regulation, or at common law or otherwise, insofar as such Losses are related to the sale or acquisition of shares of the Trust or the Contracts and

7.1.1.1 arise out of or are based upon any untrue statements or alleged untrue statements of any material fact contained in a Disclosure Document for the Contracts or in the Contracts themselves or in sales literature generated or approved by you on behalf of the Contracts or Accounts (or any amendment or supplement to any of the foregoing) (collectively, “Company Documents” for the purposes of this Section 7), or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be

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stated therein or necessary to make the statements therein not misleading, provided that this indemnity shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and was accurately derived from written information furnished to you by or on behalf of the Trust for use in Company Documents or otherwise for use in connection with the sale of the Contracts or Trust shares; or

7.1.1.2 arise out of or result from statements or representations (other than statements or representations contained in and accurately derived from Trust Documents as defined below in Section 7 .2) or wrongful conduct of you or persons under your control, with respect to the sale or acquisition of the Contracts or Trust shares; or

7.1.1.3 arise out of or result from any untrue statement or alleged untrue statement of a material fact contained in Trust Documents as defined below in Section 7.2 or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading if such statement or omission was made in reliance upon and accurately derived from written information furnished to the Trust by or on behalf of you; or

7.1.1.4 arise out of or result from any failure by you to provide the services or furnish the materials required under the terms of this Agreement;

7.1.1.5 arise out of or result from any material breach of any representation and/or warranty made by you in this Agreement or arise out of or result from any other material breach of this Agreement by you; or

7.1.1.6 arise out of or result from a Contract failing to be considered a life insurance policy or an annuity Contract, whichever is appropriate, under applicable provisions of the Code thereby depriving the Trust of its compliance with Section 817(h) of the Code.

7.1.2  You shall not be liable under this indemnification provision with respect to any Losses to which an Indemnified Party would otherwise be subject by reason of such Indemnified Party’s willful misfeasance, bad faith, or gross negligence in the performance of such Indemnified Party’s duties or by reason of such Indemnified Party’s reckless disregard of obligations and duties under this Agreement or to the Trust or Underwriter, whichever is applicable. You shall also not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified you in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify you of any such claim shall not relieve you from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision. In case any such action is brought against the indemnified Parties, you shall be entitled to participate, at your own expense, in the defense of such action. Unless the Indemnified Party releases you from any further obligations under this Section 7.1, you also shall be entitled to

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assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from you to such party of your election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and you will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation.

7.1.3  The Indemnified Parties will promptly notify you of the commencement of any litigation or proceedings against them in connection with the issuance or sale of the Trust shares or the Contracts or the operation of the Trust.

7.2  Indemnification By The Underwriter

7.2.1  The Underwriter agrees to indemnify and hold harmless you, and each of your directors and officers and each person, if any, who controls you within the meaning of Section 15 of the 1933 Act (collectively, the “Indemnified Parties” and individually an “Indemnified Party” for purposes of this Section 7.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Underwriter, which consent shall not be unreasonably withheld) or expenses (including the reasonable costs of investigating or defending any alleged loss, claim, damage, liability or expense and reasonable legal counsel fees incurred in connection therewith) (collectively, “Losses”) to which the Indemnified Parties may become subject under any statute, at common law or otherwise, insofar as such Losses are related to the sale or acquisition of the shares of the Trust or the Contracts and:

7 .2. 1.1 arise out of or are based upon any untrue statements or alleged untrue statements of any material fact contained in the Registration Statement, prospectus or sales literature of the Trust (or any amendment or supplement to any of the foregoing) (collectively, the “Trust Documents”) or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission of such alleged statement or omission was made in reliance upon and in conformity with information furnished to us by or on behalf of you for use in the Registration Statement or prospectus for the Trust or in sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Trust shares; or

7.2.1.2 arise out of or as a result of statements or representations (other than statements or representations contained in the Disclosure Documents or sales literature for the Contracts not supplied by the Underwriter or persons under its control) or wrongful conduct of the Trust, Adviser or Underwriter or persons under their control, with respect to the sale or distribution of the Contracts or Trust shares; or

7.2.1.3 arise out of any untrue statement or alleged untrue statement of a material fact contained in a Disclosure Document or sales literature covering the Contracts, or any amendment thereof or supplement thereto, or the omission or alleged

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omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading, if such statement or omission was made in reliance upon information furnished to you by or on behalf of the Trust; or

7.2. 1.4 arise as a result of any failure by us to provide the services and furnish the materials under the terms of this Agreement (including a failure, whether unintentional or in good faith or otherwise, to comply with the qualification representation specified above in Section 2.2.7 and the diversification requirements specified above in Section 2.2.8); or

7.2.1.5 arise out of or result from any material breach of any representation and/or warranty made by the Underwriter in this Agreement or arise out of or result from any other material breach of this Agreement by the Underwriter; as limited by and in accordance with the provisions of Sections 7.2.2 and 7.2.3 hereof.

7.2.2  The Underwriter shall not be liable under this indemnification provision with respect to any Losses to which an Indemnified Party would otherwise be subject by reason of such Indemnified Party’s willful misfeasance, bad faith, or gross negligence in the performance of such Indemnified Party’s duties or by reason of such Indemnified Party’s reckless disregard of obligations and duties under this Agreement or to you or the Accounts, whichever is applicable.

7.2.3  The Underwriter shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Underwriter in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify the Underwriter of any such claim shall not relieve the Underwriter from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision. In case any such action is brought against the Indemnified Parties, the Underwriter will be entitled to participate, at its own expense, in the defense thereof. Unless the Indemnified Party releases the Underwriter from any further obligations under this Section 7.2, the Underwriter also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Underwriter to such party of the Underwriter’s election to assume the defense thereof, the Indemnified Party shall bear the expenses of any additional counsel retained by it, and the Underwriter will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation.

7.2.4  You agree promptly to notify the Underwriter of the commencement of any litigation or proceedings against you or the Indemnified Parties in connection with the issuance or sale of the Contracts or the operation of each Account.

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7.3  Indemnification By The Trust

7.3.1  The Trust agrees to indemnify and hold harmless you, and each of your directors and officers and each person, if any, who controls you within the meaning of Section 15 of the 1933 Act (collectively, the “Indemnified Parties” for purposes of this Section 7.3) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Trust, which consent shall not be unreasonably withheld) or litigation (including legal and other expenses) to which the Indemnified Parties may become subject under any statute, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements result from the gross negligence, bad faith or willful misconduct of the Board or any member thereof, are related to the operations of the Trust, and arise out of or result from any material breach of any representation and/or warranty made by the Trust in this Agreement or arise out of or result from any other material breach of this Agreement by the Trust; as limited by and in accordance with the provisions of Sections 7.3 .2 and 7.3 .3 hereof. It is understood and expressly stipulated that neither the holders of shares of the Trust nor any Trustee, officer, agent or employee of the Trust shall be personally liable hereunder, nor shall any resort be had to other private property for the satisfaction of any claim or obligation hereunder, but the Trust only shall be liable.

7.3.2  The Trust shall not be liable under this indemnification provision with respect to any losses, claims, damages, liabilities or litigation incurred or assessed against any Indemnified Party as such may arise from such Indemnified Party’s willful misfeasance, bad faith, or gross negligence in the performance of such Indemnified Party’s duties or by reason of such Indemnified Party’s reckless disregard of obligations and duties under this Agreement or to you, the Trust, the Underwriter or each Account, whichever is applicable.

7.3.3  The Trust shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Trust in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claims shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify the Trust of any such claim shall not relieve the Trust from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision. In case any such action is brought against the Indemnified Parties, the Trust will be entitled to participate, at its own expense, in the defense thereof. Unless the Indemnified Party releases the Trust from any further obligations under this Section 7.3, the Trust also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Trust to such party of the Trust’s election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Trust will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation.

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7.3.4  You agree promptly to notify the Trust of the commencement of any litigation or proceedings against you or the Indemnified Parties in connection with this Agreement, the issuance or sale of the Contracts, with respect to the operation of the Account, or the sale or acquisition of shares of the Trust.

8.   Notices

Any notice, except for those provided in Sections 3.2.1 and 3.2.2 of the Agreement, shall be sufficiently given when sent by registered or certified mail, or by nationally recognized overnight courier services, to the other party at the address of such party set forth in Schedule G below or at such other address as such party may from time to time specify in writing to the other party.

9.   Termination

9.1  This Agreement may be terminated by mutual agreement at any time. If this Agreement is so terminated, we shall, at your option, continue to make available additional shares of any Portfolio and redeem shares of any Portfolio for any or all Contracts or Accounts existing on the effective date of termination of this Agreement, pursuant to the terms and conditions of this Agreement.

9.2  This Agreement may be terminated by any party in its entirety or with respect to one, some or all Portfolios for any reason by sixty (60) days’ advance written notice delivered to the other parties. If this Agreement is so terminated, we may, at our option, continue to make available additional shares of any Portfolio and redeem shares of any Portfolio for any or all Contracts or Accounts existing on the effective date of termination of this Agreement, pursuant to the terms and conditions of this Agreement; alternatively, we may, at our option, redeem the Portfolio shares held by the Accounts, provided that such redemption shall not occur prior to six (6) months following written notice of termination, during which time we will cooperate with you in effecting a transfer of Portfolio assets to another underlying fund pursuant to any legal and appropriate means.

9.3  This Agreement may be terminated immediately by us upon written notice to you if you materially breach any of the representations and warranties made in this Agreement or you are materially in default in the performance of any of your duties or obligations under the Agreement, receive a written notice thereof and fail to remedy such default or breach to our reasonable satisfaction within 30 days after such notice. If this Agreement so terminates, the parties shall cooperate to effect an orderly windup of the business which may include, at our option, a redemption of the Portfolio shares held by the Accounts, provided that such redemption shall not occur prior to a period of up to six (6) months following written notice of termination, during which time we will cooperate reasonably with you in effecting a transfer of Portfolio assets to another underlying fund pursuant to any legal and appropriate means.

9.4  This Agreement may be terminated immediately by us upon written notice to you if, with respect to the representations and warranties made in sections 2.1.3, 2.1.5, 2.1.7 and 2.1.12 of this Agreement: (i) you materially breach any of such representations and

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warranties; or (ii) you inform us that any of such representations and warranties may no longer be true or might not be true in the future; or (iii) any of such representations and warranties were not true on the effective date of this Agreement, are at any time no longer true, or have not been true during any time since the effective date of this Agreement. If this Agreement is so terminated, the Trust may redeem, at its option in kind or for cash, the Portfolio shares held by the Accounts on the effective date of termination of this Agreement.

9.5  This Agreement may be terminated by the Board of Trustees of the Trust, in the exercise of its fiduciary duties, either upon its determination that such termination is a necessary and appropriate remedy for a material breach of this Agreement which includes a violation of laws, or upon its determination to completely liquidate a Portfolio. Pursuant to such termination, the Trust may redeem, at its option in kind or for cash, the Portfolio shares held by the Accounts on the effective date of termination of this Agreement;

9.6  This Agreement shall terminate immediately in the event of its assignment by any party without the prior written approval of the other parties, or as otherwise required by law. If this Agreement is so terminated, the Trust may redeem, at its option in kind or for cash, the Portfolio shares held by the Accounts on the effective date of termination of this Agreement.

9.7  This Agreement shall be terminated as required by the Shared Funding Order, and its provisions shall govern.

9.8  The provisions of Sections 2 (Representations and Warranties) and 7 (Indemnification) shall survive the termination of this Agreement. All other applicable provisions of this Agreement shall survive the termination of this Agreement, as long as shares of the Trust are held on behalf of Contract owners, except that we shall have no further obligation to sell Trust shares with respect to Contracts issued after termination.

9.9  You shall not redeem Trust shares attributable to the Contracts (as opposed to Trust shares attributable to your assets held in the Account) except: (i) as necessary to implement Contract owner initiated or approved transactions; (ii) as required by state and/or federal laws or regulations or judicial or other legal precedent of general application (hereinafter referred to as a “Legally Required Redemption”); or (iii) as permitted by an order of the SEC pursuant to Section 26(b) of the 1940 Act. Upon request, you shall promptly furnish to us the opinion of your counsel (which counsel shall be reasonably satisfactory to us) to the effect that any redemption pursuant to clause (ii) of this Section 9.9 is a Legally Required Redemption. Furthermore, you shall not prevent Contract owners from allocating payments to any Portfolio that has been available under a Contract without first giving us ninety (90) days advance written notice of your intention to do so.

10.   Miscellaneous

10.1  The captions in this Agreement are included for convenience of reference only and in no way define or delineate any of the provisions of this Agreement or otherwise affect their construction or effect.

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10.2  This Agreement may be executed simultaneously in two or more counterparts, all of which taken together shall constitute one and the same instrument.

10.3  If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of the Agreement shall not be affected thereby.

10.4  This Agreement shall be construed and its provisions interpreted under and in accordance with the laws of the State of California. It shall also be subject to the provisions of the federal securities laws and the rules and regulations thereunder, to any orders of the SEC on behalf of the Trust granting it exemptive relief, and to the conditions of such orders. We shall promptly forward copies of any such orders to you.

10.5  The parties to this Agreement acknowledge and agree that all liabilities of the Trust arising, directly or indirectly, under this Agreement, of any and every nature whatsoever, shall be satisfied solely out of the assets of the Trust and that no Trustee, officer, agent or holder of shares of beneficial interest of the Trust shall be personally liable for any such liabilities.

10.6  The parties to this Agreement agree that the assets and liabilities of each Portfolio of the Trust are separate and distinct from the assets and liabilities of each other Portfolio. No Portfolio shall be liable or shall be charged for any debt, obligation or liability of any other Portfolio.

10.7  Each party to this Agreement shall cooperate with each other party and all appropriate governmental authorities (including without limitation the SEC, the NASD, and state insurance regulators) and shall permit such authorities reasonable access to its books and records in connection with any investigation or inquiry relating to this Agreement or the transactions contemplated hereby.

10.8  Each party shall treat as confidential all information of the other party which the parties agree in writing is confidential (“Confidential Information’’). Except as permitted by this Agreement or as required by appropriate governmental authority (including, without limitation, the SEC, the NASD, or state securities and insurance regulators) the receiving party shall not disclose or use Confidential Information of the other party before it enters the public domain, without the express written consent of the party providing the Confidential Information.

10.9  The rights, remedies and obligations contained in this Agreement are cumulative and are in addition to any and all rights, remedies and obligations, at law or in equity, which the parties to this Agreement are entitled to under state and federal laws.

10.10  The parties to this Agreement acknowledge and agree that this Agreement shall not be exclusive in any respect.

10.11  Neither this Agreement nor any rights or obligations created by it may be assigned by any party without the prior written approval of the other parties.

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10.12  No provisions of this Agreement may be amended or modified in any manner except by a written agreement properly authorized and executed by both parties. Notwithstanding the foregoing, the Site Terms may be separately amended as provided therein and, as so amended and in effect from time to time, shall be a part of this Agreement.

10.13  Each party to the Agreement agrees to limit the disclosure of nonpublic personal information of Contract owners and customers consistent with its policies on privacy with respect to such information and Regulation S-P of the SEC. Each party hereby agrees that it will comply with all applicable requirements under the regulations implementing Title V of the Gramm-Leach-Bliley Act and any other applicable federal and state consumer privacy acts, rules and regulations. Each party further represents that it has in place, and agrees that it will maintain, information security policies and procedures for protecting nonpublic personal customer information adequate to conform to applicable legal requirements.

[to be continued on next page]

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IN WITNESS WHEREOF, each of the parties have caused their duly authorized officers to execute this Agreement.

The Company:	Metropolitan Life Insurance Company
	By: /s/ John Ryan
	Name: John Ryan
	Title: Vice President
Distributor for the Company:	Metropolitan Life Insurance Company
	By: /s/ John Ryan
	Name: John Ryan
	Title: Vice President
The Trust:	Franklin Templeton Variable Insurance Products
Trust
Only on behalf of each Portfolio listed on Schedule C hereof.
	By: /s/ Karen L. Skidmore
	Name: Karen L. Skidmore
	Title: Assistant Vice President
The Underwriter:	Franklin/Templeton Distributors, Inc.
	By: /s/ Philip J. Kearns
	Name: Philip J. Kearns
	Title: Vice President

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Schedule A

The Company and its Distributor

THE COMPANY

Metropolitan Life Insurance Company

1 MetLife Plaza

27-01 Queens Plaza North

Long Island City, New York 11101

A life insurance company organized under the laws of the State of New York.

THE DISTRIBUTOR

Metropolitan Life Insurance Company

485B US Highway One South, Suite 420

Iselin, NJ 08830

A corporation organized under the laws of the State of New York.

A

Schedule B

Accounts of the Company

	1.	Name:	Separate Account UL
		Date Established:	December 13, 1988
		SEC Registration Number:	811-6025
	2.	Name:	Separate Account DCVL
		Date Established:	November 4, 2003
		SEC Registration Number:	Unregistered

B

Schedule C

Available Portfolios and Classes of Shares of the Trust; Investment Advisers

Franklin Templeton Variable Insurance Products Trust	Investment Adviser
Mutual Discovery Securities Fund – Class 1 and Class 2	Franklin Mutual Advisers, LLC
Templeton Foreign Securities Fund - Class 1	Templeton Investment Counsel, LLC
Templeton Growth Securities Fund – Class 2	Templeton Global Advisors Limited

C

Schedule D

Contracts of the Company

#	Insurance  Company	Product Name Registered Y/N  1933 Act #, State Form  ID	Separate Account Name  Date Established 1940 Act #	Classes of Shares and Portfolios
1.	Metropolitan Life Insurance Company	MetFlex, Flexible Premium Life Yes 33-57320 7FV-93	Separate Account UL December 13, 1988 811-6025	Templeton Foreign Securities Fund Class 1 Class 2 shares: Mutual Discovery Securities Fund Templeton Growth Securities Fund
2.	Metropolitan Life Insurance Company	PPVL No GPNP 2001-PPVL	Separate Account DCVL November 4, 2003 N/A	Class 2 shares: Mutual Discovery Securities Fund Templeton Growth Securities Fund

D

Schedule E

This schedule is not used

E

Schedule F

Rule 12b-1 Plans

Compensation Schedule

Each Portfolio named below shall pay the following amounts pursuant to the terms and conditions referenced below under its Class 2 Rule 12b-1 Distribution Plan, stated as a percentage per year of Class 2’s average daily net assets represented by shares of Class 2.

Portfolio Name	Maximum Annual Payment Rate
Mutual Discovery Securities Fund	0.25%
Templeton Growth Securities Fund	0.25%

Agreement Provisions

If the Company, on behalf of any Account, purchases Trust Portfolio shares (“Eligible Shares”) which are subject to a Rule 12b-1 plan adopted under the 1940 Act (the “Plan”), the Company may participate in the Plan.

To the extent the Company or its affiliates, agents or designees (collectively “you”) provide any activity or service which is primarily intended to assist in the promotion, distribution or account servicing of Eligible Shares (“Rule 12b-1 Services”) or variable contracts offering Eligible Shares, the Underwriter, the Trust or their affiliates (collectively, “we”) may pay you a Rule 12b-1 fee. “Rule 12b-1 Services” may include, but are not limited to, printing of prospectuses and reports used for sales purposes, preparing and distributing sales literature and related expenses, advertisements, education of dealers and their representatives, and similar distribution-related expenses, furnishing personal services to owners of Contracts which may invest in Eligible Shares (“Contract Owners”), education of Contract Owners, answering routine inquiries regarding a Portfolio, coordinating responses to Contract Owner inquiries regarding the Portfolios, maintaining such accounts or providing such other enhanced services as a Trust Portfolio or Contract may require, or providing other services eligible for service fees as defined under NASD rules. Your acceptance of such compensation is your acknowledgment that eligible services have been rendered. All Rule 12b-1 fees, shall be based on the value of Eligible Shares owned by the Company on behalf of its Accounts, and shall be calculated on the basis and at the rates set forth in the Compensation Schedule stated above. The aggregate annual fees paid pursuant to each Plan shall not exceed the amounts stated as the “annual maximums” in the Portfolio’s prospectus, unless an increase is approved by shareholders as provided in the Plan. These maximums shall be a specified percent of the value of a Portfolio’s net assets attributable to Eligible Shares owned by the Company on behalf of its Accounts (determined in the same manner as the Portfolio uses to compute its net assets as set forth in its effective Prospectus). The Rule 12b-1 fee will be paid to you within thirty (30) days after the end of the three-month periods ending in January, April, July and October.

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You shall furnish us with such information as shall reasonably be requested by the Trust’s Boards of Trustees (“Trustees”) with respect to the Rule 12b-1 fees paid to you pursuant to the Plans. We shall furnish to the Trustees, for their review on a quarterly basis, a written report of the amounts expended under the Plans and the purposes for which such expenditures were made.

The Plans and provisions of any agreement relating to such Plans must be approved annually by a vote of the Trustees, including the Trustees who are not interested persons of the Trust and who have no financial interest in the Plans or any related agreement (“Disinterested Trustees”). Each Plan may be terminated at any time by the vote of a majority of the Disinterested Trustees, or by a vote of a majority of the outstanding shares as provided in the Plan, on sixty (60) days’ written notice, without payment of any penalty. The Plans may also be terminated by any act that terminates the Underwriting Agreement between the Underwriter and the Trust, and/or the management or administration agreement between Franklin Advisers, Inc. and its affiliates and the Trust. Continuation of the Plans is also conditioned on Disinterested Trustees being ultimately responsible for selecting and nominating any new Disinterested Trustees. Under Rule 12b-1, the Trustees have a duty to request and evaluate, and persons who are party to any agreement related to a Plan have a duty to furnish, such information as may reasonably be necessary to an informed determination of whether the Plan or any agreement should be implemented or continued. Under Rule 12b-1, the Trust is permitted to implement or continue Plans or the provisions of any agreement relating to such Plans from year-to-year only if, based on certain legal considerations, the Trustees are able to conclude that the Plans will benefit each affected Trust Portfolio and class. Absent such yearly determination, the Plans must be terminated as set forth above. In the event of the termination of the Plans for any reason, the provisions of this Schedule F relating to the Plans will also terminate. You agree that your selling agreements with persons or entities through whom you intend to distribute Contracts will provide that compensation paid to such persons or entities may be reduced if a Portfolio’s Plan is no longer effective or is no longer applicable to such Portfolio or class of shares available under the Contracts.

Any obligation assumed by the Trust pursuant to this Agreement shall be limited in all cases to the assets of the Trust and no person shall seek satisfaction thereof from shareholders of the Trust. You agree to waive payment of any amounts payable to you by Underwriter under a Plan until such time as the Underwriter has received such fee from the Trust.

The provisions of the Plans shall control over the provisions of the Participation Agreement, including this Schedule F, in the event of any inconsistency.

You agree to provide complete disclosure as required by all applicable statutes, rules and regulations of all rule 12b-1 fees received from us in the prospectus of the Contracts.

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Schedule G

Addresses for Notices

To the Company:	Metropolitan Life Insurance Company
	1 MetLife Plaza
	27-01 Queens Plaza North
	Long Island City, NY 11101
	Attn: Andrew Mensch, Counsel
With a copy to:	Metropolitan Life Insurance Company
	485-B U.S. Highway 1 South, Suite 420
	Iselin, New Jersey 08830
	Attention: Sabrina K. Model, Director
To the Distributor:	Metropolitan Life Insurance Company
	485-B U.S. Highway One South, Suite 420
	Iselin, New Jersey 08830
	Attention: John Ryan, Vice President
To the Trust:	Franklin Templeton Variable Insurance Products Trust
	One Franklin Parkway
	San Mateo, California 94403
	Attention: Karen L. Skidmore,
	Assistant Vice President
With a copy to:	Murray Simpson, General Counsel
To the Underwriter:	Franklin/Templeton Distributors, Inc.
	One Franklin Parkway
	San Mateo, California 94403
	Attention: Philip J. Kearns, Vice President
With a copy to:	Murray Simpson, General Counsel

G

Schedule H

Shared Funding Order

Templeton Variable Products Series Fund, et al.

File No. 812-11698

SECURITIES AND EXCHANGE COMMISSION

Release No. IC-24018

1999 SEC LEXIS 1887

September 17, 1999

ACTION: Notice of application for an amended order of exemption pursuant to Section 6(c) of the Investment Company Act of 1940 (the “1940 Act”) from the provisions of Sections 9(a), 13(a), 15(a) and 15(b) of the 1940 Act and Rules 6e-2(b)(15) and 6e-3(T)(b)(15) thereunder.

TEXT: Summary of Application: Templeton Variable Products Series Fund (the “Templeton Trust”), Franklin Templeton Variable Insurance Products Trust (formerly Franklin Valuemark Funds) (the “VIP Trust,” and together with the Templeton Trust, the “Funds”), Templeton Funds Annuity Company (“TFAC”) or any successor to TFAC, and any future open-end investment company for which TFAC or any affiliate is the administrator, sub-administrator, investment manager, adviser, principal underwriter, or sponsor (“Future Funds”) seek an amended order of the Commission to (1) add as parties to that order the VIP Trust and any Future Funds and (2) permit shares of the Funds and Future Funds to be issued to and held by qualified pension and retirement plans outside the separate account context.

Applicants: Templeton Variable Products Series Fund, Franklin Templeton Variable Insurance Products Trust, Templeton Funds Annuity Company or any successor to TFAC, and any future open-end investment company for which TFAC or any affiliate is the administrator, sub-administrator, investment manager, adviser, principal underwriter, or sponsor (collectively, the “Applicants”).

Filing Date: The application was filed on July 14, 1999, and amended and restated on September 17, 1999.

Hearing or Notification of Hearing: An order granting the application will be issued unless the Commission orders a hearing. Interested persons may request a hearing by writing to the Secretary of the Commission and serving Applicants with a copy of the request, personally or by mail. Hearing requests should be received by the Commission by 5:30 p.m., on October 12, 1999, and should be accompanied by proof of service on the Applicants in the form of an affidavit or, for lawyers, a certificate of service. Hearing requests should state the nature of the writer’s interest, the reason for the request, and the issues contested. Persons who wish to be notified of a hearing may request notification by writing to the Secretary of the Commission.

Addresses: Secretary, Securities and Exchange Commission, 450 Fifth Street, NW, Washington, D.C. 20549-0609.

Applicants: Templeton Variable Products Series Fund and Franklin Templeton Variable Insurance Products Trust, 777 Mariners Island Boulevard, San Mateo, California 94404, Attn: Karen L. Skidmore, Esq.

For Further Information Contact: Kevin P. McEnery, Senior Counsel, or Susan M. Olson, Branch Chief, Office of Insurance Products, Division of Investment Management, at (202) 942-0670.

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Supplementary Information: The following is a summary of the application. The complete application is available for a fee from the SEC’s Public Reference Branch, 450 Fifth Street, N.W., Washington, D.C. 20549-0102 (tel. (202) 942-8090).

Applicants’ Representations:

1. Each of the Funds is registered under the 1940 Act as an open-end management investment company and was organized as a Massachusetts business trust. The Templeton Trust currently consists of eight separate series, and the VIP Trust consists of twenty-five separate series. Each Fund’s Declaration of Trust permits the Trustees to create additional series of shares at any time. The Funds currently serve as the underlying investment medium for variable annuity contracts and variable life insurance policies issued by various insurance companies. The Funds have entered into investment management agreements with certain investment managers (“Investment Managers”) directly or indirectly owned by Franklin Resources, Inc. (“Resources”), a publicly owned company engaged in the financial services industry through its subsidiaries.

2. TFAC is an indirect, wholly owned subsidiary of Resources. TFAC is the sole insurance company in the Franklin Templeton organization, and specializes in the writing of variable annuity contracts. The Templeton Trust has entered into a Fund Administration Agreement with Franklin Templeton Services, Inc. (“FT Services”), which replaced TFAC in 1998 as administrator, and FT Services subcontracts certain services to TFAC. FT Services also serves as administrator to all series of the VIP Trust. TFAC and FT Services provide certain administrative facilities and services for the VIP and Templeton Trusts.

3. On November 16, 1993, the Commission issued an order granting exemptive relief to permit shares of the Templeton Trust to be sold to and held by variable annuity and variable life insurance separate accounts of both affiliated and unaffiliated life insurance companies (Investment Company Act Release No. 19879, File No. 812-8546) (the “Original Order”). Applicants incorporate by reference into the application the Application for the Original Order and each amendment thereto, the Notice of Application for the Original Order, and the Original Order, to the extent necessary, to supplement the representations made in the application in support of the requested relief. Applicants represent that all of the facts asserted in the Application for the Original Order and any amendments thereto remain true and accurate in all material respects to the extent that such facts are relevant to any relief on which Applicants continue to rely. The Original Order allows the Templeton Trust to offer its shares to insurance companies as the investment vehicle for their separate accounts supporting variable annuity contracts and variable life insurance contracts (collectively, the “Variable Contracts”). Applicants state that the Original Order does not (i) include the VIP Trust or Future Funds as parties, nor (ii) expressly address the sale of shares of the Funds or any Future Funds to qualified pension and retirement plans outside the separate account context including, without limitation, those trusts, plans, accounts, contracts or annuities described in Sections 401(a), 403(a), 403(b), 408(b), 408(k), 414(d), 457(b), 501(c)(18) of the Internal Revenue Code of 1986, as amended (the “Code”), and any other trust, plan, contract, account or annuity that is determined to be within the scope of Treasury Regulation 1.817.5(f)(3)(iii) (“Qualified Plans”).

4. Separate accounts owning shares of the Funds and their insurance company depositors arc referred to in the application as “Participating Separate Accounts” and “Participating Insurance Companies,” respectively. The use of a common management investment company as the underlying investment medium for both variable annuity and variable life insurance separate accounts of a single insurance company (or of two or more affiliated insurance companies) is referred to as “mixed funding.” The use of a common management investment company as the underlying investment medium for variable annuity and/or variable life insurance separate accounts of unaffiliated insurance companies is referred to as “shared funding.”

Applicants’ Legal Analysis:

1. Applicants request that the Commission issue an amended order pursuant to Section 6(c) of the 1940 Act, adding the VIP Trust and Future Funds to the Original Order and exempting scheduled premium variable life insurance separate accounts and flexible premium variable life insurance separate accounts of Participating Insurance Companies (and, to the extent necessary, any principal underwriter and depositor of such an account) and the Applicants from Sections 9(a), 13(a), 15(a) and 15(b) of the 1940 Act, and Rules 6e-2(b)(15) and 6e-3(T)(b)(15)

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(and any comparable rule) thereunder, respectively, to the extent necessary to permit shares of the Funds and any Future Funds to be sold to and held by Qualified Plans. Applicants submit that the exemptions requested are appropriate in the public interest, consistent with the protection of investors, and consistent with the purposes fairly intended by the policy and provisions of the 1940 Act.

2. The Original Order does not include the VIP Trust or Future Funds as parties nor expressly address the sale of shares of the Funds or any Future Funds to Qualified Plans. Applicants propose that the VIP Trust and Future Funds be added as parties to the Original Order and the Funds and any Future Funds be permitted to offer and sell their shares to Qualified Plans.

3. Section 6(c) of the 1940 Act provides, in part, that the Commission, by order upon application, may conditionally or unconditionally exempt any person, security or transaction, or any class or classes of persons, securities or transactions from any provisions of the 1940 Act or the rules or regulations thereunder, if and to the extent that such exemption is necessary or appropriate in the public interest and consistent with the protection of investors and the purposes fairly intended by the policy and provisions of the 1940 Act.

4. ln connection with the funding of scheduled premium variable life insurance contracts issued through a separate account registered under the 1940 Act as a unit investment trust (“UIT”), Rule 6e-2(b)(15) provides partial exemptions from various provisions of the 1940 Act, including the following: (1) Section 9(a), which makes it unlawful for certain individuals to act in the capacity of employee, officer, or director for a UIT, by limiting the application of the eligibility restrictions in Section 9(a) to affiliated persons directly participating in the management of a registered management investment company; and (2) Sections 13(a), 15(a) and 15(b) of the 1940 Act to the extent that those sections might be deemed to require “pass-through” voting with respect to an underlying fund’s shares, by allowing an insurance company to disregard the voting instructions of contractowners in certain circumstances.

5. These exemptions are available, however, only where the management investment company underlying the separate account (the “underlying fund”) offers its shares “exclusively to variable life insurance separate accounts of the life insurer, or of any affiliated life insurance company.” Therefore, Rule 6e-2 does not permit either mixed funding or shared funding because the relief granted by Rule 6e-2(b)(15) is not available with respect to a scheduled premium variable life insurance separate account that owns shares of an underlying fund that also offers its shares to a variable annuity or a flexible premium variable life insurance separate account of the same company or of any affiliated life insurance company. Rule 6e-2(b)(l5) also does not permit the sale of shares of the underlying fund to Qualified Plans.

6. In connection with flexible premium variable life insurance contracts issued through a separate account registered under the 1940 Act as a UIT, Rule 6e-3(T)(b)(15) also provides partial exemptions from Sections 9(a), 13(a), 15(a) and 15(b) of the 1940 Act. These exemptions, however, are available only where the separate account’s underlying fund offers its shares “exclusively to separate accounts of the life insurer, or of any affiliated life insurance company, offering either scheduled contracts or flexible contracts, or both; or which also offer their shares to variable annuity separate accounts of the life insurer or of an affiliated life insurance company.” Therefore, Rule 6e-3(T) permits mixed Funding but does not permit shared funding and also does not permit the sale of shares of the underlying fund to Qualified Plans. As noted above, the Original Order granted the Templeton Trust exemptive relief to permit mixed and shared funding, but did not expressly address the sale of its shares to Qualified Plans.

7. Applicants note that if the Funds were to sell their shares only to Qualified Plans, exemptive relief under Rule 6e-2 and Rule 6e-3(T) would not be necessary. Applicants state that the relief provided for under Rule 6e-2(b)(15) and Rule 6e-3(T)(b)(l5) does not relate to qualified pension and retirement plans or to a registered investment company’s ability to sell its shares to such plans.

8. Applicants state that changes in the federal tax law have created the opportunity for each of the Funds to increase its asset base through the sale of its shares to Qualified Plans. Applicants state that Section 817(h) of the Internal Revenue Code of 1986, as amended (the “Code”), imposes certain diversification standards on the assets underlying Variable Contracts. Treasury Regulations generally require that, to meet the diversification requirements, all of the beneficial interests in the underlying investment company must be held by the segregated asset accounts of

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one or more life insurance companies. Notwithstanding this, Applicants note that the Treasury Regulations also contain an exception to this requirement that permits trustees of a Qualified Plan to hold shares of an investment company, the shares of which are also held by insurance company segregated asset accounts, without adversely affecting the status of the investment company as an adequately diversified underlying investment of Variable Contracts issued through such segregated asset accounts (Treas. Reg. 1.817-5(f)(3)(iii)).

9. Applicants state that the promulgation of Rules 6e-2(b)(15) and 6e-3(T)(b)(15) under the 1940 Act preceded the issuance of these Treasury Regulations. Thus, Applicants assert that the sale of shares of the same investment company to both separate accounts and Qualified Plans was not contemplated at the time of the adoption of Rules 6e-2(b)(15) and 6e-3(T)(b)(15).

10. Section 9(a) provides that it is unlawful for any company to serve as investment adviser or principal underwriter of any registered open-end investment company if an affiliated person of that company is subject to a disqualification enumerated in Section 9(a)(1) or (2). Rules 6e-2(b)(15) and 6e-3(T)(b)(15) provide exemptions from Section 9(a) under certain circumstances, subject to the limitations on mixed and shared funding. These exemptions limit the application of the eligibility restrictions to affiliated individuals or companies that directly participate in the management of the underlying portfolio investment company.

11. Applicants state that the relief granted in Rule 6e-2(b)(15) and 6e-3(T)(b)(15) from the requirements of Section 9 limits, in effect, the amount of monitoring of an insurer’s personnel that would otherwise be necessary to ensure compliance with Section 9 to that which is appropriate in light of the policy and purposes of Section 9. Applicants submit that those Rules recognize that it is not necessary for the protection of investors or the purposes fairly intended by the policy and provisions of the 1940 Act to apply the provisions of Section 9(a) to the many individuals involved in an insurance company complex, most of whom typically will have no involvement in matters pertaining to investment companies funding the separate accounts.

12. Applicants to the Original Order previously requested and received relief from Section 9(a) and Rules 6e-2(b)(15) and 6e-3(T)(b)(15) to the extent necessary to permit mixed and shared funding. Applicants maintain that the relief previously granted from Section 9(a) will in no way be affected by the proposed sale of shares of the Funds to Qualified Plans. Those individuals who participate in the management or administration of the Funds will remain the same regardless of which Qualified Plans use such Funds. Applicants maintain that more broadly applying the requirements of Section 9(a) because of investment by Qualified Plans would not serve any regulatory purpose. Moreover, Qualified Plans, unlike separate accounts, are not themselves investment companies and therefore are not subject to Section 9 of the 1940 Act.

13. Applicants state that Rules 6e-2(b)(15)(iii) and 6e-3(T)(b)(15)(iii) provide exemptions from the pass-through voting requirement with respect to several significant matters, assuming the limitations on mixed and shared funding are observed. Rules 6e-2(b)(15)(iii)(A) and 6e-3(T)(b)(15)(iii)(A) provide that the insurance company may disregard the voting instructions of its contractowners with respect to the investments of an underlying fund or any contract between a fund and its investment adviser, when required to do so by an insurance regulatory authority (subject to the provisions of paragraphs (b)(5)(i) and (b)(7)(ii)(A) of the Rules). Rules 6e-2(b)(15)(iii)(B) and 6e-3(T)(b)(15)(iii)(A)(2) provide that the insurance company may disregard contractowners’ voting instructions if the contractowners initiate any change in such company’s investment policies, principal underwriter, or any investment adviser (provided that disregarding such voting instructions is reasonable and subject to the other provisions of paragraphs (b)(5)(ii) and (b)(7)(ii)(B) and (C) of the Rules).

14. Applicants assert that Qualified Plans, which are not registered as investment companies under the 1940 Act, have no requirement to pass-through the voting rights to plan participants. Applicants state that applicable law expressly reserves voting rights to certain specified persons. Under Section 403(a) of the Employment Retirement Income Security Act (“ERISA”), shares of a fund sold to a Qualified Plan must be held by the trustees of the Qualified Plan. Section 403(a) also provides that the trustee(s) must have exclusive authority and discretion to manage and control the Qualified Plan with two exceptions: (1) when the Qualified Plan expressly provides that the trustee(s) are subject to the direction of a named fiduciary who is not a trustee, in which ease the trustees are subject to proper directions made in accordance with the terms of the Qualified Plan and not contrary to ERISA; and (2) when the authority to manage, acquire or dispose of assets of the Qualified Plan is delegated to one or more

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investment managers pursuant to Section 402(c)(3) of ERISA. Unless one of the two above exceptions stated in Section 403(a) applies, Qualified Plan trustees have the exclusive authority and responsibility for voting proxies. Where a named fiduciary to a Qualified Plan appoints an investment manager, the investment manager has the responsibility to vote the shares held unless the right to vote such shares is reserved to the trustees or the named fiduciary. Where a Qualified Plan does not provide participants with the right to give voting instructions, Applicants do not see any potential for material irreconcilable conflicts of interest between or among variable contract holders and Qualified Plan investors with respect to voting of the respective Fund’s shares. Accordingly, Applicants state that, unlike the case with insurance company separate accounts, the issue of the resolution of material irreconcilable conflicts with respect to voting is not present with respect to such Qualified Plans since the Qualified Plans are not entitled to pass-through voting privileges.

15. Even if a Qualified Plan were to hold a controlling interest in one of the Funds, Applicants believe that such control would not disadvantage other investors in such Fund to any greater extent than is the case when any institutional shareholder holds a majority of the voting securities of any open-end management investment company. In this regard, Applicants submit that investment in a Fund by a Qualified Plan will not create any of the voting complications occasioned by mixed funding or shared funding. Unlike mixed or shared funding, Qualified Plan investor voting rights cannot be frustrated by veto rights of insurers or state regulators.

16. Applicants state that some of the Qualified Plans, however, may provide for the trustee(s), an investment adviser (or advisers), or another named fiduciary to exercise voting rights in accordance with instructions from participants. Where a Qualified Plan provides participants with the right to give voting instructions, Applicants see no reason to believe that participants in Qualified Plans generally or those in a particular Qualified Plan, either as a single group or in combination with participants in other Qualified Plans, would vote in a manner that would disadvantage Variable Contract holders. In sum, Applicants maintain that the purchase of shares of the Funds by Qualified Plans that provide voting rights does not present any complications not otherwise occasioned by mixed or shared funding.

17. Applicants do not believe that the sale of the shares of the Funds to Qualified Plans will increase the potential for material irreconcilable conflicts of interest between or among different types of investors. In particular, Applicants see very little potential for such conflicts beyond that which would otherwise exist between variable annuity and variable life insurance contractowners.

18. As noted above, Section 817(h) of the Code imposes certain diversification standards on the underlying assets of variable contracts held in an underlying mutual fund. The Code provides that a variable contract shall not be treated as an annuity contract or life insurance, as applicable, for any period (and any subsequent period) for which the investments are not, in accordance with regulations prescribed by the Treasury Department, adequately diversified.

19. Treasury Department Regulations issued under Section 817(h) provide that, in order to meet the statutory diversification requirements, all of the beneficial interests in the investment company must be held by the segregated asset accounts of one or more insurance companies. However, the Regulations contain certain exceptions to this requirement, one of which allows shares in an underlying mutual fund to be held by the trustees of a qualified pension or retirement plan without adversely affecting the ability of shares in the underlying fund also to be held by separate accounts of insurance companies in connection with their variable contracts (Treas. Reg. 1.817-5(f)(3)(iii)). Thus, Applicants believe that the Treasury Regulations specifically permit “qualified pension or retirement plans” and separate accounts to invest in the same underlying fund. For this reason, Applicants have concluded that neither the Code nor the Treasury Regulations or revenue rulings thereunder presents any inherent conflict of interest.

20. Applicants note that while there are differences in the manner in which distributions from Variable Contracts and Qualified Plans are taxed, these differences will have no impact on the Funds. When distributions are to be made, and a Separate Account or Qualified Plan is unable to net purchase payments to make the distributions, the Separate Account and Qualified Plan will redeem shares of the Funds at their respective net asset value in conformity with Rule 22c-1 under the 1940 Act (without the imposition of any sales charge) to provide proceeds to meet distribution needs. A Qualified Plan will make distributions in accordance with the terms of the Qualified Plan.

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21. Applicants maintain that it is possible to provide an equitable means of giving voting rights to Participating Separate Account contractowners and to Qualified Plans. In connection with any meeting of shareholders. the Funds will inform each shareholder, including each Participating Insurance Company and Qualified Plan, or information necessary for the meeting, including their respective share of ownership in the relevant Fund. Each Participating Insurance Company will then solicit voting instructions in accordance with Rules 6e-2 and 6e-3(T), as applicable, and its participation agreement with the relevant Fund. Shares held by Qualified Plans will be voted in accordance with applicable law. The voting rights provided to Qualified Plans with respect to shares of the Funds would be no different from the voting rights that are provided to Qualified Plans with respect to shares of funds sold to the general public.

22. Applicants have concluded that even if there should arise issues with respect to a state insurance commissioner’s veto powers over investment objectives where the interests of contractowners and the interests of Qualified Plans are in conflict, the issues can be almost immediately resolved since the trustees of (or participants in) the Qualified Plans can, on their own, redeem the shares out of the Funds. Applicants note that state insurance commissioners have been given the veto power in recognition of the fact that insurance companies usually cannot simply redeem their separate accounts out of one fund and invest in another. Generally, time-consuming, complex transactions must be undertaken to accomplish such redemptions and transfers. Conversely, the trustees of Qualified Plans or the participants in participant-directed Qualified Plans can make the decision quickly and redeem their interest in the Funds and reinvest in another funding vehicle without the same regulatory impediments faced by separate accounts or, as is the case with most Qualified Plans, even hold cash pending suitable investment.

23. Applicants also state that they do not see any greater potential for material irreconcilable conflicts arising between the interests of participants under Qualified Plans and contractowners of Participating Separate Accounts from possible future changes in the federal tax laws than that which already exist between variable annuity contractowners and variable life insurance contractowners.

24. Applicants state that the sale of shares of the Funds to Qualified Plans in addition to separate accounts of Participating Insurance Companies will result in an increased amount of assets available for investment by the Funds. This may benefit variable contractowners by promoting economies of scale, by permitting increased safety of investments through greater diversification, and by making the addition of new portfolios more feasible.

25. Applicants assert that, regardless of the type of shareholders in each Fund, each Fund’s Investment Manager is or would be contractually and otherwise obligated to manage the fund solely and exclusively in accordance with that Fund’s investment objectives, policies and restrictions as well as any guidelines established by the Board of Trustees of such Fund (the “Board”). The Investment Manager works with a pool of money and (except in a few instances where this may be required in order to comply with state insurance laws) does not take into account the identity of the shareholders. Thus, each Fund will be managed in the same manner as any other mutual fund. Applicants therefore see no significant legal impediment to permitting the sale of shares of the Funds to Qualified Plans.

26. Applicants state that the Commission has permitted the amendment of a substantially similar original order for the purpose of adding a party to the original order and has permitted open-end management investment companies to offer their shares directly to Qualified Plan in addition to separate accounts of affiliated or unaffiliated insurance companies which issue either or both variable annuity contracts or variable life insurance contracts. Applicants state that the amended order sought in the application is identical to precedent with respect to the conditions Applicants propose should be imposed on Qualified Plans in connection with investment in the Funds.

Applicants’ Conditions:

If the requested amended order is granted, Applicants consent to the following conditions:

1. A majority of the Board of each Fund shall consist of persons who are not “interested persons” thereof, as defined by Section 2(a)(19) or the 1940 Act, and the rules thereunder and as modified by any applicable orders of the Commission. except that if this condition is not met by reason of the death, disqualification or bona fide resignation of any Board Member or Members, then the operation of this condition shall be suspended: (a) for a period of 45 days if the vacancy or vacancies may be filled by the remaining Board Members; (b) for a period of 60 days if a vote

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of shareholders is required to fill the vacancy or vacancies; or (c) for such longer period as the Commission may prescribe by order upon application.

2. The Board will monitor their respective Fund for the existence of any material irreconcilable conflict among the interests of the Variable Contract owners of all Separate Accounts investing in the Funds and of the Qualified Plan participants investing in the Funds. The Board will determine what action, if any, shall be taken in response to such conflicts. A material irreconcilable conflict may arise for a variety of reasons, including: (a) an action by any state insurance regulatory authority; (b) a change in applicable federal or state insurance, tax or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretive letter, or any similar action by insurance, tax or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of the Funds are being managed; (e) a difference in voting instructions given by variable annuity contract owners, variable life insurance contract owners, and trustees of Qualified Plans; (f) a decision by an insurer to disregard the voting instructions of Variable Contract owners; or (g) if applicable, a decision by a Qualified Plan to disregard the voting instructions of Qualified Plan participants.

3. Participating Insurance Companies, the lnvestment Managers, and any Qualified Plan that executes a fund participation agreement upon becoming an owner of 10 percent or more of the assets of an Fund (a “Participating Qualified Plan”), will report any potential or existing conflicts of which it becomes aware to the Board of any relevant Fund. Participating Insurance Companies, the Investment Managers and the Participating Qualified Plans will be responsible for assisting the Board in carrying out its responsibilities under these conditions by providing the Board with all information reasonably necessary for the Board to consider any issues raised. This responsibility includes, but is not limited to, an obligation by each Participating Insurance Company to inform the Board whenever voting instructions of Contract owners are disregarded and, if pass-through voting is applicable, an obligation by each Participating Qualified Plan to inform the Board whenever it has determined to disregard Qualified Plan participant voting instructions. The responsibility to report such information and conflicts, and to assist the Board, will be contractual obligations of all Participating Insurance Companies investing in the Funds under their agreements governing participation in the Funds, and such agreements shall provide that these responsibilities will be carried out with a view only to the interests of the Variable Contract owners. The responsibility to report such information and conflicts, and to assist the Board, will be contractual obligations of all Participating Qualified Plans under their agreements governing participation in the Funds, and such agreements will provide that their responsibilities will be carried out with a view only to the interests of Qualified Plan participants.

4. If it is determined by a majority of the Board of a Fund, or by a majority of the disinterested Board Members, that a material irreconcilable conflict exists, the relevant Participating Insurance Companies and Participating Qualified Plans will, at their own expense and to the extent reasonably practicable as determined by a majority of the disinterested Board Members, take whatever steps are necessary to remedy or eliminate the material irreconcilable conflict, which steps could include: (a) in the case of Participating Insurance Companies, withdrawing the assets allocable to some or all of the Separate Account s from the fund or any portfolio thereof and reinvesting such assets in a different investment medium, including another portfolio of an Fund or another Fund, or submitting the question as to whether such segregation should be implemented to a vote of all affected Variable Contract owners and, as appropriate, segregating the assets of any appropriate group ( i.e., variable annuity contract owners or variable life insurance contract owners of one or more Participating Insurance Companies) that votes in favor of such segregation, or offering to the affected Variable Contract owners the option of making such a change; (b) in the case of Participating Qualified Plans, withdrawing the assets allocable to some or all of the Qualified Plans from the Fund and reinvesting such assets in a different investment medium; and (c) establishing a new registered management investment company or managed Separate Account. If a material irreconcilable conflict arises because of a decision by a Participating Insurance Company to disregard Variable Contract owner voting instructions, and that decision represents a minority position or would preclude a majority vote, then the insurer may be required, at the Fund’s election, to withdraw the insurer’s Separate Account investment in such Fund, and no charge or penalty will be imposed as a result of such withdrawal. If a material irreconcilable conflict arises because of a Participating Qualified Plan’s decision to disregard Qualified Plan participant voting instructions, if applicable, and that decision represents minority position or would preclude a majority vote, the Participating Qualified Plan may be required, at the Fund’s election, to withdraw its investment in such Fund, and no charge or penalty will be imposed as a result of such withdrawal. The responsibility to take remedial action in the event of a determination by a Board of a material irreconcilable conflict and to bear the cost of such remedial action will be a contractual obligation of all Participating

H-7

Insurance Companies and Participating Qualified Plans under their agreements governing participation in the Funds, and these responsibilities will be carried out with a view only to the interest of Variable Contract owners and Qualified Plan participants.

5. For purposes of Condition 4, a majority of the disinterested Board Members of the applicable Board will determine whether or not any proposed action adequately remedies any material irreconcilable conflict, but in no event will the relevant Fund or the Investment Managers be required to establish a new funding medium for any Contract. No Participating Insurance Company shall be required by Condition 4 to establish a new funding medium for any Variable Contract if any offer to do so has been declined by vote of a majority of the Variable Contract owners materially and adversely affected by the material irreconcilable conflict. Further, no Participating Qualified Plan shall be required by Condition 4 to establish a new funding medium for any Participating Qualified Plan if (a) a majority of Qualified Plan participants materially and adversely affected by the irreconcilable material conflict vote to decline such offer, or (b) pursuant to governing Qualified Plan documents and applicable law, the Participating Qualified Plan makes such decision without a Qualified Plan participant vote.

6. The determination of the Board of the existence of a material irreconcilable conflict and its implications will be made known in writing promptly to all Participating Insurance Companies and Participating Qualified Plans.

7. Participating Insurance Companies will provide pass-through voting privileges to Variable Contract owners who invest in registered Separate Accounts so long as and to the extent that the Commission continues to interpret the 1940 Act as requiring pass-through voting privileges for Variable Contract owners. As to Variable Contracts issued by unregistered Separate Accounts, pass-through voting privileges will be extended to participants to the extent granted by issuing insurance companies. Each Participating Insurance Company will also vote shares of the Funds held in its Separate Accounts for which no voting instructions from Contract owners are timely received, as well as shares of the Funds which the Participating Insurance Company itself owns, in the same proportion as those shares of the Funds for which voting instructions from contract owners are timely received. Participating Insurance Companies will be responsible for assuring that each of their registered Separate Accounts participating in the Funds calculates voting privileges in a manner consistent with other Participating Insurance Companies. The obligation to calculate voting privileges in a manner consistent with all other registered Separate Accounts investing in the Funds will be a contractual obligation of all Participating Insurance Companies under their agreements governing their participation in the Funds. Each Participating Qualified Plan will vote as required by applicable law and governing Qualified Plan documents.

8. All reports of potential or existing conflicts received by the Board of a Fund and all action by such Board with regard to determining the existence of a conflict, notifying Participating Insurance Companies and Participating Qualified Plans of a conflict, and determining whether any proposed action adequately remedies a conflict, will be properly recorded in the minutes of the meetings of such Board or other appropriate records, and such minutes or other records shall be made available to the Commission upon request.

9. Each Fund will notify all Participating Insurance Companies that separate disclosure in their respective Separate Account prospectuses may be appropriate to advise accounts regarding the potential risks of mixed and shared funding. Each Fund shall disclose in its prospectus that (a) the Fund is intended to be a funding vehicle for variable annuity and variable life insurance contracts offered by various insurance companies and for qualified pension and retirement plans; (b) due to differences of tax treatment and other considerations, the interests of various Contract owners participating in the Fund and/or the interests of Qualified Plans investing in the Fund may at some time be in conflict; and (c) the Board of such Fund will monitor events in order to identify the existence of any material irreconcilable conflicts and to determine what action, if any, should be taken in response to any such conflict.

10. Each Fund will comply with all provisions of the 1940 Act requiring voting by shareholders (which, for these purposes, will be the persons having a voting interest in the shares of the Funds), and, in particular, the Funds will either provide for annual shareholder meetings (except insofar as the Commission may interpret Section 16 of the 1940 Act not to require such meetings) or comply with Section 16(c) of the 1940 Act, although the Funds are not the type of trust described in Section 16(c) of the 1940 Act, as well as with Section 16(a) of the 1940 Act and, if and when applicable, Section 16(b) of the 1940 Act. Further, each Fund will act in accordance with the Commission’s

H-8

interpretation of the requirements of Section 16(a) with respect to periodic elections of Board Members and with whatever rules the Commission may promulgate with respect thereto.

11. If and to the extent Rules 6e-2 or 6e-3(T) under the 1940 Act is amended, or proposed Rule 6e-3 under the 1940 Act is adopted, to provide exemptive relief from any provision of the 1940 Act or the rules promulgated thereunder, with respect to mixed or shared funding on terms and conditions materially different from any exemptions granted in the order requested in the application, then the Funds and/or Participating Insurance Companies and Participating Qualified Plans, as appropriate, shall take such steps as may be necessary to comply with such Rules 6e-2 and 6e-3(T), as amended, or proposed Rule 6e-3, as adopted, to the extent that such Rules are applicable.

12. The Participating Insurance Companies and Participating Qualified Plans and/or the Investment Managers, at least annually, will submit to the Board such reports, materials or data as the Board may reasonably request so that the Board may fully carry out obligations imposed upon it by the conditions contained in the application. Such reports, materials and data will be submitted more frequently if deemed appropriate by the Board. The obligations of the Participating Insurance Companies and Participating Qualified Plans to provide these reports, materials and data to the Board, when the Board so reasonably requests, shall be a contractual obligation of all Participating Insurance Companies and Participating Qualified Plans under their agreements governing participation in the Funds.

13. If a Qualified Plan should ever become a holder of ten percent or more of the assets of a Fund, such Qualified Plan will execute a participation agreement with the Fund that includes the conditions set forth herein to the extent applicable. A Qualified Plan will execute an application containing an acknowledgment of this condition upon such Qualified Plan’s initial purchase of the shares of any Fund.

Conclusion:

Applicants assert that, for the reasons summarized above, the requested exemptions are appropriate in the public interest and consistent with the protection of investors and the purposes fairly intended by the policy and provisions of the 1940 Act.

For the Commission, by the Division of Investment Management, pursuant to delegated authority.

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Templeton Variable Products Series Fund, et al.

File No. 812-11698

SECURITIES AND EXCHANGE COMMISSION

Release No. IC-24079

1999 SEC LEXIS 2177

October 13, 1999

ACTION: Order Granting Exemptions

TEXT: Templeton Variable Products Series Fund (“Templeton Trust”), Franklin Templeton Variable Insurance Products Trust (“VIP Trust”), Templeton Funds Annuity Company (“TFAC”) or any successor to TFAC, and any future open-end investment company for which TFAC or any affiliate is the administrator, sub-administrator, investment manager, adviser, principal underwriter, or sponsor (“Future Funds”) filed an application on July 14, 1999, and an amendment on September 17, 1999 seeking an amended order of the Commission pursuant to Section 6(c) of the Investment Company Act of 1940 (“1940 Act”) exempting them from the provisions of Sections 9(a), 13(a), 15(a) and 15(b) of the 1940 Act and Rules 6e-2(b)(15) and 6e-3(T)(b)(15). The prior order (Rel. No. IC-19879) granted exemptive relief to permit shares of the Templeton Trust to be sold to and held by variable annuity and variable life insurance separate accounts of both affiliated and unaffiliated life insurance companies. The proposed relief would amend the prior order to add as parties to that order the VIP Trust and any Future Funds and to permit shares of the Templeton Trust, the VIP Trust, and Future Funds to be issued to and held by qualified pension and retirement plans outside the separate account context.

A notice of the filing of the application was issued on September 17, 1999 (Rel. No. IC-24018). The notice gave interested persons an opportunity to request a hearing and stated that an order granting the application would be issued unless a hearing should be ordered. No request for a hearing has been filed, and the Commission bas not ordered a hearing.

The matter has been considered, and it is found that granting the requested exemptions is appropriate in the public interest and consistent with the protection of investors and the purposes intended by the policy and provisions of the 1940 Act.

Accordingly,

IT IS ORDERED, pursuant to Section 6(c) of the 1940 Act, that the requested exemptions from Sections 9(a), 13(a), 15(a) and 15(b) of the 1940 Act, and Rules 6e-2(b)(15) and 6e-3(T)(b)(15) thereunder, be, and hereby are, granted, effective forthwith.

For the Commission, by the Division of Investment Management, pursuant to delegated authority.

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EX-99.(N)

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Post-Effective Amendment to Registration Statement File Nos. 333-147508/811-06025 on Form N-6 of our report dated March 22, 2024, relating to the financial statements comprising each of the Divisions of Metropolitan Life Separate Account UL, and our report dated March 6, 2024, relating to the financial statements of Metropolitan Life Insurance Company, both appearing in form N-VPFS of Metropolitan Life Separate Account UL for the year ended December 31, 2023. We also consent to the reference to us under the heading “Independent Registered Public Accounting Firm” in the Statement of Additional Information, which is part of such Registration Statement.

/s/ DELOITTE & TOUCHE LLP

Tampa, Florida

April 23, 2024

EX-99.(S)(III)

METROPOLITAN LIFE INSURANCE COMPANY

POWER OF ATTORNEY

Laura Hay

Director

KNOW ALL MEN BY THESE PRESENTS, that I, Laura Hay, a Director of Metropolitan Life Insurance Company, a New York company, do hereby constitute and appoint Heather Harker, Robin Wagner and Lawrence Wolff, as my attorney-in-fact and agent, each of whom may act individually and none of whom is required to act jointly with any of the others, to sign and file on my behalf and to execute and file any instrument or document required to be filed as part of or in connection with or in any way related to, the registration statements to be filed on Forms N-4, N-6, S-6 and S-3 as the case may be (the “Registration Statements”) and any and all amendments thereto filed by Metropolitan Life Insurance Company under the Securities Act of 1933 and the Investment Company Act of 1940 pertaining to:

• Metropolitan Life Separate Account E (SEC File No. 811-04001)

File No. 002-90380 Preference Plus^® Account Variable Deferred and Income Annuity

Contracts (BPPA), Enhanced Preference Plus^® Account Variable Annuity Contracts

(EPPA), Financial Freedom Account Variable Annuity Contracts;

Preference Plus^® Account Variable Annuity Contracts (CPPA), Preference Plus^®

Account Variable Annuity Contracts (APPA) and Metropolitan Life Separate Account

E VestMet Group and Individual Annuity Contracts;

File No. 333-43970 MetLife Income Security Plan;

File No. 333-52366 Preference Plus Select^® Variable Annuity Contracts B Class, Bonus

Class, C Class and L Class;

File No. 333-69320 MetLife Asset Builder;

File No. 333-80547 MetLife Settlement Plus;

File No. 333-83716 MetLife Financial Freedom Select^® B, L, C, e and eBonus Class;

File No. 333-122883 Preference Plus^® Income Advantage;

File No. 333-122897 Personal lncome Plus^®;

File No. 333-153109 Preference Premier^® Variable Annuity Contracts (offered from

   December 12, 2008 through October 7, 2011);

File No. 333-160722 Zenith Accumulator Individual Variable Annuity Contracts;

File No. 333-162586 MLIC Growth and Income;

File No. 333-176654 Preference Premier^® Variable Annuity Contracts (offered after October 7, 2011);

File No. 333-190296 Gold Track Select Prospectus;

File No. 333-198314 MetLife Accumulation Annuity;

File No. 333-198448 MetLife Investment Portfolio Architect^SM -Standard Version and MetLife Investment Portfolio

   Architect^SM -C Share Option;

• Metropolitan Life Separate Account UL (SEC File No. 811-06025)

File No. 033-32813 UL II Flexible Premium Multifunded Life Insurance Policies;

File No. 033-47927 Equity Advantage VUL and Flexible Premium Multifunded Life Insurance Policy;

File No. 033-57320 MetFlex Flexible Premium Variable Life Insurance Policy and MetFlex C Flexible Premium

   Variable Life Insurance Policy;

File No. 033-91226 Group Variable Universal Life Insurance Policies (“Group Policies”);

File No. 333-40161 The Equity Options (Equity Additions and Equity Enricher) Life

Insurance Policy Riders;

File No. 333-147508 Equity Advantage VUL Flexible Premium Variable Life Insurance

Policies;

• Metropolitan Life Variable Annuity Separate Account II (SEC File No 811-08628)

File No. 333-138113 Flexible Premium Variable Annuity;

File No. 333-138115 Flexible Premium Deferred Variable Annuity;

File No. 333-161093 Flexible Premium Variable Annuity (B);

File No. 333-161094 Flexible Premium Deferred Variable Annuity (B);

• New England Life Retirement Investment Account (SEC File No. 811-03285) ·

File No. 333-11133 Preference;

• New England Variable Annuity Fund I (SEC File No. 811-01930)

File No. 333-11137 New England Variable Annuity Fund I;

• Paragon Separate Account A (SEC File No. 811-05382)

File No. 333-133674 Group and Individual Flexible Premium Variable Life Insurance Policies (AFIS);

File No. 333-133699 Group American Plus;

• Paragon Separate Account B (SEC File No. 811-07534)

File No. 333-133671 Group and Individual Flexible Premium Variable Life Insurance

Policies (DWS C), Group Variable Universal Life Insurance Policies and Certificates

(MetFlex GVUL C), Group and Individual Flexible Premium Variable Life Insurance

Policies (Multi Manager C), Group and Individual Flexible Premium Variable Life

Insurance Policies (Morgan Stanley), Group and Individual Flexible Premium

Variable Life Insurance Policies (Putnam), Group and Individual Flexible Premium

Variable Life Insurance Policies (MFS), and Group and Individual Flexible Premium

Variable Life Insurance Policies (Multi Manager Ill);

File No. 333-133675 Group and Individual Flexible Premium Variable Life Insurance

Policies (DWS D), Group Variable Universal Life Insurance Policies and Certificates

(MetFlex GVUL D), Group Variable Universal Life Insurance Policies and Certificates

(MetFlex GVUL D II), Group and Individual Flexible Premium Variable Life Insurance

Policies (Multi Manager D), and Group and Individual Flexible Premium Variable Life

Insurance Policies (Multi Manager II);

• Paragon Separate Account C (SEC File No. 811-07982)

File No. 333-133673 Group and Individual Flexible Premium Variable Life Insurance

Policies (Fidelity C);

File No. 333-133678 Group and Individual Flexible Premium Variable Life Insurance

Policies (Fidelity D);

• Paragon Separate Account D (SEC File No. 811-08385)

File No. 333-133672 Individual Variable Life Insurance 50414 (IVUL);

File No. 333-133698 Joint Survivor Variable Universal Life 50415 (JSVUL);

• Security Equity Separate Account 26 (SEC File No. 811-08888)

File No. 333-110183 Security Equity Separate Account 26;

• Security Equity Separate Account 27 (SEC File No. 811-08892)

File No. 333-110184 Security Equity Separate Account 27;

• Separate Account No. 13S (SEC File No. 811-08938)

File No. 333-110185 LCL2 Flexible Premium Variable Life

and the

• Registered Fixed Account Option for Gold Track Select

Fixed Annuity (also marketed as “Strategic Value Annuity”) Filed on Form S-3;

and to have full power and authority to do or cause to be done in my name, place and stead each and every act and thing necessary or appropriate in order to effectuate the same, as fully to all intents and purposes as I might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact or any of them, may do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, I have hereunto set my hand this 14 day of March, 2024.

/s/ Laura Hay

Laura Hay