485BPOS

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

Registration Nos. 033-47927

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. 38	☒
and/or

REGISTRATION STATEMENT 

Under the Investment Company Act of 1940
Amendment No. 137	☒

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)

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

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, Esquire
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 under the Securities Act.

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 and
Flexible Premium Multifunded Life Insurance Policy

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 and Flexible Premium Multifunded Life Insurance Policy ("Policy" or "Policies"). 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 to and may transfer cash value among the available Divisions (a Division may be referred to as “Investment Division” in your Policy and marketing materials) of Metropolitan Life Separate Account UL and the Fixed Account. Each available Division, in turn, invests in the shares of one of the Portfolios listed in Appendix A.

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 (“SEC”) nor any state securities authority has approved or disapproved these securities, nor have they 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 insured or guaranteed 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 representationsabout this offering other than as contained in this Prospectus or its supplements or in our authorized supplemental sales material.

TABLE OF CONTENTS 

IMPORTANT INFORMATION YOU SHOULD CONSIDER ABOUT THE POLICY	4
OVERVIEW OF THE POLICY	6
FEE TABLES	7
PRINCIPAL RISKS	10
THE COMPANY, THE SEPARATE ACCOUNT AND THE PORTFOLIOS	13
The Company	13
The Separate Account	13
The Portfolios	14
VOTING RIGHTS	16
THE FIXED RETURN YOU CAN CHOOSE (OUR FIXED ACCOUNT)	17
PURCHASING A POLICY	18
YOUR PAYMENT AND ALLOCATION OF PREMIUMS	19
YOUR POLICY’S VALUES	20
Cash Value	20
Cash Surrender Value	21
The Amount We Pay at Your Policy’s Final Date	21
SENDING COMMUNICATIONS AND PAYMENTS TO US	21
Contacting Us	21
When Your Requests, Instructions and Notifications Become Effective	22
Third Party Requests	22
INSURANCE PROCEEDS PAYABLE IF THE INSURED DIES	22
Death Benefit Options You Can Choose	24
Alternate Death Benefit That Automatically Applies in Some Cases	25
Guaranteed Minimum Death Benefit You Can Choose	25
The Specified Face Amount of Your Policy	26
SURRENDERS AND PARTIAL WITHDRAWALS FROM YOUR POLICY	27
TRANSFERRING CASH VALUE AMONG YOUR POLICY’S INVESTMENT OPTIONS	28
Restrictions on Frequent Transfers	28
Restrictions on Large Transfers	30
Transfers You Can Make by Telephone	31
BORROWING FROM YOUR POLICY	31
POLICY TERMINATION AND REINSTATEMENT	32
ADDITIONAL BENEFITS	33
CHARGES AND DEDUCTIONS YOU PAY	38
Deductions from Premiums	38
Transfer Charge	39
Underwriting Charge	39
Charges Included in the Monthly Deduction	39
Administrative Charge	40
Surrender Charge	40
Charges for Optional Benefits	42
Charges and Expenses of the Separate Account and the Portfolios	43
Variations in Charges	43
FEDERAL TAX MATTERS	43
OTHER POLICY PROVISIONS	48

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SALE AND DISTRIBUTION OF THE POLICIES	50
Distributing the Policies	50
Additional Cash Compensation to Formerly Affiliated Sales Representatives and their Managers	51
Non-Cash Compensation to Formerly Affiliated Sales Representatives and their Managers	51
Other Payments	51
LEGAL PROCEEDINGS	52
RESTRICTIONS ON FINANCIAL TRANSACTIONS	52
FINANCIAL STATEMENTS	52
GLOSSARY	54
APPENDIX A: PORTFOLIOS AVAILABLE UNDER THE POLICY	A-1

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IMPORTANT INFORMATION YOU SHOULD CONSIDER ABOUT THE POLICY 

	FEES AND EXPENSES			LOCATION IN PROSPECTUS
Charges for Early Withdrawals	A surrender charge will be deducted from the cash value if the Policy is surrendered or terminated after a grace period, you make a partial withdrawal or you reduce your Policy’s face amount during the first fifteen (15) Policy years or during the first fifteen (15) years following a specified face amount increase.   The maximum surrender charge is 15.699% of the maximum surrender charge premium. For example, assuming a premium of $100,000 (which in this example is the maximum surrender charge premium), the maximum surrender charge is $15,699.00.			“Charges and Deductions You Pay —  Surrender 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.			“Charges and Deductions You Pay —  Deductions from Premiums, Transfer Charge and Underwriting 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 a mortality and expense risk charge and a monthly deduction 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 monthly administration fee. 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 and Deductions You Pay —  Charges Included in the Monthly Deduction”   “Charges and Deductions You Pay — Mortality and Expense Risk Charge”   “Charges and Deductions You Pay —  Charges and Expenses of the Separate Account and the Portfolios”
	ANNUAL FEE	MIN	MAX
	Investment options ( Portfolio fees and charges)	0.28%	0.98%
	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 and 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. the 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 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 by visiting https://www.metlife.com/about-us/corporate-profile/ratings.	"Principal 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.	“Principal Risks”
	RESTRICTIONS	LOCATION IN PROSPECTUS
Investments	Amounts may be transferred among the Divisions of the Separate Account and between the Divisions and the Fixed Account. Metropolitan Life reserves the right 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.	“Transferring Cash Value Among Your Policy’s Investment Options”
Optional Benefits	No policy riders may be added after the Policy is issued.	"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.   Termination of a Policy on which there is an outstanding loan may have adverse tax consequences.	“Federal Tax Matters”
	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. These investment professionals may have a financial incentive to offer or recommend paying additional premiums under the Policy over another investment.	“Sale and Distribution of the Policies”
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.	“Sale and Distribution of the Policies”

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OVERVIEW OF THE POLICY

Purpose of the Policy

The Policy is designed to provide lifetime insurance coverage on the insured(s) named in the Policies, 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 subject to minimum premium requirements. The Policy owner elected the planned periodic payment schedule 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) 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, a Policy owner may, subject to certain minimum premium payment amounts, make premium payments in any amount and at any frequency. 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 including the Fixed Account. If you terminate your participation in optional benefits which have allocations to specific Portfolios, you will remain invested in the same Portfolios until you request allocations to different Portfolios. 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.

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

Guaranteed Minimum Death Benefit. You may have chosen in the Policy application, a period of time during which, regardless of how little cash value your Policy may have, it will continue in force and its death benefit will be guaranteed not to fall below a certain minimum. If you chose a guarantee, you will need to pay minimum premium amounts in order to keep that guarantee in force. You may later terminate (or, in some cases, reduce the length of) the guarantee, by not paying the full minimum premium amounts.

Choice of Death Benefit Options. Generally, you have a choice among three options. These range from an amount equal to the Policy’s “specified face amount” to an amount equal to the specified face amount plus the Policy cash

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value at the insured’s date of death. The specified face amount is the base amount of insurance coverage under a Policy. Subject to certain limits, you can change your death benefit option after the second Policy year once in any 12 month period. A change in death benefit options may have tax consequences.

Choice of Investment Options. You can allocate your net premiums and cash value among the Divisions under the Policy. The Divisions invest in Portfolios, including several common stock funds, funds that invest primarily in foreign securities, as well as bond funds and balanced 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.

Surrender and Partial Withdrawals. You may surrender your Policy for its cash surrender value at any time. In addition, you may withdraw part of your cash surrender value from your Policy. The minimum amount you may withdraw is $500 and the maximum amount you may withdraw is an amount equal to your cash surrender value less two monthly deductions. Your Policy’s cash surrender value equals your cash value, reduced by any outstanding Policy loans (plus accrued interest) and by any applicable surrender charge. A surrender or partial withdrawal may have tax consequences.

Transfers and Automated Investment Strategies. You may transfer your Policy’s cash value among the variable investment options or between those options and the Fixed Account. You may also elect one of five Automated Investment Strategies that allow you to transfer funds periodically from the Fixed Account to the variable investment options, or among such options in accordance with an asset allocation model that you choose, based on your risk tolerance level. If you terminate your participation in optional benefits which have allocations to specific Portfolios, you will remain invested in the same Portfolios until you request allocations to different Portfolios. (See “Automated Investment Strategies.”)

Loans. Subject to certain limits, you may borrow against your Policy’s cash value. The maximum loan amount you may take is the Policy’s cash value, net of the surrender charge less two monthly deductions (in most states), and less all other outstanding Policy loans. We charge you a maximum annual interest rate of 6% (4.6% for Policy years 11 through 15, 4.3% for Policy years 16 through 20 and 4.0% after Policy year 20) on your loan. However, we credit you with an annual return of 4% on amounts that you borrow (rather than the return that such amounts would otherwise earn under the Divisions or Fixed Account). Loans may have tax consequences.

Rider Benefits. At the time you purchased your Policy, we offered several riders that provide supplemental benefits under your Policy. These are the Disability Waiver of Monthly Deduction Benefit, Disability Waiver of Premium Benefit, Long Term Care Guaranteed Purchase Option, Spouse Term Insurance Benefit, Children’s Term Insurance Benefit, Accelerated Death Benefit and Accidental Death Benefit. 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 for the options you have elected. The maximum charges in such cases are shown in the "Maximum Amount Deducted" column of each of the first two tables below.

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

Transaction Fees 

Charge	When Charge is Deducted	Maximum Amount Deducted	Current Amount Deducted
Maximum Sales Charge Imposed on Premiums (load)	On payment of premium	2.25% of each Premium Paid	2.25% of each Premium Paid
State Premium Tax Charge	On payment of premium	2.00% of each Premium Paid	2.00% of each Premium Paid
Federal Premium Tax Charge	On payment of premium	1.25% of each Premium Paid	1.25% of each Premium Paid
Surrender Charge(1), (2)
•Maximum Charge	On surrender, termination, partial withdrawals, specified face reduction that you request(4)	$156.99 per $1,000 of Maximum Surrender Charge Premium	$156.99 per $1,000 of Maximum Surrender Charge Premium.
•Charge for a representative insured(3)		$13.74 per $1,000 of Maximum Surrender Charge Premium	$13.74 per $1,000 of Maximum Surrender Charge Premium.
Transfer fee	On transfers among Divisions or the Fixed Account	$25.00	Not currently charged

(1)

Because the details of this surrender charge are complex, this table does not show all of those details, such as when there have been previous specified face amount increases, decreases or withdrawals. Please refer to “Charges and Deductions You Pay — Surrender Charge” for more information.

(2)

This charge varies based on individual characteristics of the insured and may not be representative of the charge that you will pay. Refer to your Policy specifications page for more information about the charges under the Policy, based on various assumptions.

(3)

The representative insured is a male insured, age 35, in the preferred nonsmoker underwriting class with a face amount of $250,000 in the first policy year.

(4)

In years 1 and 2, the surrender charge is the amount of premiums you have actually paid up to the Maximum Surrender Charge Premium. In years 3 through 15, the surrender charge is a declining percentage of the surrender charge in year 2, beginning with 90% in year 3 and reaching 0% after year 15. A pro-rata portion of the surrender charge that would apply if you made a full surrender will apply to partial withdrawals of more than the 10% annual free withdrawal amount. For specified face amount reductions that you request, the surrender charge is equal to 50% of a pro-rata portion of the surrender charge that would apply if you had made a full surrender.

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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 Annual Portfolio Expenses 

Charge	When Charge is Deducted	Maximum Amount Deducted	Current Amount Deducted
Base Contract Charges:
Cost of Term Insurance for coverage under base policy(1)
•Minimum and Maximum Charge	Monthly	$0.06 to $53.58 per $1,000 of term insurance amount(2)	$0.01 to $37.98 per $1,000 of term insurance amount(2)
•Charge for a representative insured (3)		$0.20 per $1,000 of term insurance amount	$0.20 per $1,000 of term insurance amount
Administration Charge(4)	Monthly	$35 per month	$35 per month
Mortality and Expense Risk Charge(5)	Monthly	Effective annual rate of up to 0.90%	Effective annual rate of up to 0.90%
Underwriting Charge(6)	Monthly	$5.00	$5.00
Loan Interest Spread(7)	Annually	Annual rate of up to 2% of the loan amount	Annual rate of up to 2% of the loan amount
Optional Benefit Charges:
Disability Waiver of Premium Benefit(8)
•Minimum and Maximum Charge	Monthly	$0.14 to $0.67 per $100 of covered premium amount	$0.013 to $0.60 per $100 of covered premium amount
•Charge for a representative insured(3)		$0.37 per $100 of covered premium amount	$0.34 per $100 of covered premium amount
Disability Waiver of Monthly Deduction Benefit(8)
•Minimum and Maximum Charge	Monthly	$0.02 to $0.45 per $1,000 of term insurance amount	$0.01 to $0.45 per $1,000 of term insurance amount
•Charge for a representative insured(3)		$0.03 per $1,000 of term insurance amount	$0.02 per $1,000 of term insurance amount
Accidental Death Benefit(8)
•Minimum and Maximum Charge	Monthly	$0.07 to $0.12 per $1,000 of accidental death benefit amount	$0.07 to $0.09 per $1,000 of accidental death benefit amount
•Charge for a representative insured(3)		$0.07 per $1,000 of accidental death benefit amount	$0.05 per $1,000 of accidental death benefit amount
Long Term Care Guaranteed Purchase Option(8)
•Minimum and Maximum Charge	Monthly	$0.20 to $1.88 per $100 of daily coverage amount	$0.20 to $1.88 per $100 of daily coverage amount
•Charge for a representative insured(3)		$0.48 per $100 of daily coverage amount	$0.48 per $100 of daily coverage amount

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Children’s Term Insurance Benefit	Monthly	$0.60 per $1,000 of child’s term insurance amount	$0.39 per $1,000 of child’s term insurance amount
Spouse Term Insurance Benefit(8)
•Minimum and Maximum Charge	Monthly	$0.16 to $3.90 per $1,000 of spouse’s term insurance amount	$0.07 to $3.90 per $1,000 of spouse’s term insurance amount
•Charge for a representative insured(9)		$0.23 per $1,000 of spouse’s term insurance amount	$0.09 per $1,000 of spouse’s term insurance amount

(1)

The cost of term insurance charge varies based on individual characteristics, including the insured’s age, risk class and, in most cases, sex. It also varies depending on how long the Policy has been outstanding. The cost of term insurance charges shown are probably not representative of the charges that you pay. You can obtain more information about the cost of term insurance or other charges that would apply for a particular insured by contacting your sales representative.

(2)

The term insurance amount 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 insured, age 35, in the preferred nonsmoker underwriting class with a face amount of $250,000 in the first policy year.

(4)

$35 is the administration charge during the first Policy year for insureds age 41 and over. The charge is less during the first Policy year, for younger insureds ($30 for ages 26-40, $20 for ages 25 and under). In the second and later Policy years, the charge reduces to $10 for all insureds and, if you pay the “required administrative premium” shown on page 3 of your Policy, the charge reduces further depending on the specified face amount of your Policy ($7 for less than $100,000, $6 for $100,000-$249,999 and $5 for $250,000 or more). We will deduct any amount of the first Policy year’s administration charges that remains unpaid at the time of any full surrender or other termination of a Policy during its first year.

(5)

The mortality and expense risk charge is an annual rate of 0.90% for Policy years 1-10; 0.60% for Policy years 11-15 and 0.30% after Policy year 15.

(6)

The underwriting charge of $5.00 per month applies for the first 12 months after you increase your specified face amount.

(7)

The loan interest spread is the excess of the interest rate we charge over the interest rate we credit. The loan interest spread is an annual rate of 2% for Policy years 1-10; 0.6% for Policy years 11-15; 0.3% for Policy years 16-20 and 0% after Policy year 20.

(8)

The charges for these optional features vary based on individual characteristics, including the insured’s age, risk class and, in most cases, sex. The charges shown are probably not representative of the charges that you would pay. You can obtain more information about the charges you would pay by contacting your sales representative.

(9)

The representative insured is a female insured, age 35, in the preferred nonsmoker underwriting class with a specified face amount of $125,000.

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 at the back of this document.

Annual Portfolio Expense 

	Minimum	Maximum
Annual Portfolio Expenses (Expenses that are deducted from Portfolio assets, including management fees, distribution and/or service (12b-1) fees, and other expenses.)	0.28%	0.98%

PRINCIPAL RISKS

Investment Risk. MetLife does not guarantee the investment performance of the Portfolios, and you should consider your risk tolerance before selecting any of the Portfolios. You will be subject to the risk that investment

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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, these deductions will have an even greater impact on your Policy’s cash value. It is possible to lose your full investment, and your Policy could terminate without value, unless you pay additional premiums.

If you allocate cash value to the Fixed Account, 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 are not suitable as a short-term savings vehicle. If you surrender the Policy within the first 15 Policy years (or within the first 15 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 withdraw more than 10% of your cash surrender value in any of the first 15 Policy years (or the first 15 years following a specified face amount increase).

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 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 terminate).

Risk of Policy Lapse. Your Policy may lapse without value or death benefit 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 a monthly deduction (the charge we deduct from your Policy’s cash value every month) and no minimum guaranteed death benefit is in effect, your Policy will lapse without value or death benefit, unless you make a premium payment sufficient to cover two monthly deductions within the 61-day grace period. If your Policy does lapse, your insurance coverage also will terminate (although you will be given an opportunity to reinstate your Policy and coverage if you satisfy certain requirements). If your Policy lapses when there is an outstanding loan, there may be adverse tax consequences.

Tax Treatment. We anticipate that the Policy should generally be deemed 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, as in effect on the date the Policy was issued. If your Policy is not treated as a life insurance policy 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 policy for Federal tax purposes, it may become a modified endowment contract due to the payment of excess premiums or unnecessary premiums, due to a material change or due to a reduction in your death benefit. If your Policy becomes a modified endowment contract (“MEC”) under federal tax laws, 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.

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See “Federal Tax Matters.” 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 or Fixed Account as collateral, and hold it in your Policy loan account. This loan collateral does not participate in the investment experience of the Divisions or receive the interest rate credited to the Fixed Account either of which may be higher than the interest rate credited on the amount you borrow.

Any unpaid loan (plus accrued interest) also reduces the Policy’s insurance proceeds paid to your beneficiary. In addition, your Policy may terminate if your outstanding loan and accrued loan interest reduce the cash surrender value to zero unless the guaranteed minimum death benefit is in effect.

If you surrender your Policy or your Policy terminates while there is an outstanding loan, there will generally be Federal income tax payable on the amount by which loans and any prior tax-free withdrawals exceed the premiums paid. Particularly because loans and partial withdrawals reduce your Policy’s cash surrender value, any remaining cash surrender value may be insufficient to pay the income tax due.

Limitations on Access to Cash Value. We limit loans and partial withdrawals of cash value from the Policy to amounts not less than $500 and not more than the cash surrender value less two monthly deductions.

Limitations on Transfers. We may limit transfers. 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 intended to limit market timing that may adversely affect other Policy owners. In addition, each Portfolio may restrict or refuse purchases of shares in their Portfolios as a result of its own procedures on market timing activities. You should read each Portfolio's prospectus for more details.

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 net investment return; cause the release and possible loss or destruction

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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. The Policy is subject to the risks related to Metropolitan Life. Any obligations (including under any Fixed Account investment option), guarantees of the Portfolios 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. 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 MetLife's of investment portfolio may be adversely affected by declines in the credit and equity markets and reduced economic activity 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.

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. 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

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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 all amounts promised to investors under the Policy. The assets of the Separate Account may not be used to pay any liabilities of MetLife other than those arising under the Policy and other products funded through the Separate Account. The amount of the death benefit that exceeds the Policy’s cash value in the Separate Account is paid from our general account. Death 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. Metropolitan Life 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, Metropolitan Life 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.

The Portfolios

Each investment 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 funds. Some investment advisers have contracted with sub-advisers to make the day-to-day investment decisions for the Portfolios.

The name, Portfolio type, adviser, sub-adviser, current expenses and average annual total returns of each Portfolio are set forth in Appendix A. Each Fund has issued a prospectus that contains more detailed information about the Portfolio, which you may obtain by calling by calling 1-800-638-5000 or going on line to: dfinview.com/metlife/tahd/MET000220.

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.

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

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that is available through the Policy. For the American Funds Insurance Series, we offer Class 2 shares only; for Brighthouse Funds Trust I and 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 prospectuses for the Portfolios 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 affiliate 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. (“Sale and Distribution of the Policies.”) Any payments we receive pursuant to those 12b-1 Plans are paid to us or our distributor, Metropolitan Life 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.

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.

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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 (see “Sending Communications and Payments To Us — When Your Requests, Instructions and Notifications Become Effective”), 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:

•

The allocation of net premiums to the Separate Account.

•

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

•

Policy loans and loan repayments allocated to the Separate Account.

•

Transfers to and among Portfolios.

•

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, 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.

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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 Metropolitan Life

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 securing the 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 FIXED RETURN YOU CAN CHOOSE (OUR FIXED ACCOUNT)

The Fixed Account is part of our general assets that are not in any legally-segregated separate accounts. Because of exemptive and exclusionary provisions, interest in the Fixed Account have not been registered under the Securities Act of 1933 (the “1933 Act”) and neither the Fixed Account nor the general account has been registered as an investment company under the 1940 Act. The Fixed Account and the general account are not subject to the provisions or restrictions of the 1933 Act or the 1940 Act. Amounts in the Fixed Account are credited with interest at an effective annual rate of at least 3%. We may also credit excess interest on such amounts. Different excess interest rates may apply to different amounts, based upon when such amounts were allocated to the Fixed Account and whether they were premium payments or transfers from the Divisions. Any partial amounts we remove from the Fixed Account (such as any portion of your Policy’s monthly deduction that is allocable to the Fixed Account) will be taken from the most recently allocated amounts first.

Any excess interest rate will be credited for at least 12 months before a new rate is credited. We can delay transfers, withdrawals, surrender and payment of Policy loans from the Fixed Account for up to 6 months.

Since the Fixed Account is not registered under the federal securities laws, this prospectus contains only limited information about the Fixed Account. The Policy gives you more information on the operation of the Fixed Account.

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PURCHASING A POLICY

The Policy is no longer offered for sale. If you wanted to own a Policy, then you must have completed an application, which must have been received by our Designated Office. We reserved the right to reject an application for any reason permitted by law, and our acceptance of an application was subject to our underwriting rules.

Generally, we issued a Policy only for insureds that were age 80 or less (although we may have decided to permit an insured that is older) that provided evidence of insurability that we found acceptable. An “insured” is the person upon whose life we issue the Policy. You do not have to be the insured.

The beneficiary is named in the application as the person who will receive the insurance proceeds upon the death of the insured. The beneficiary has no rights under the Policy until the death of the insured (unless the beneficiary has been designated an irrevocable beneficiary) and must survive the insured in order to receive the insurance proceeds.

For the purpose of computing the insured’s age under the Policy, we start with the insured’s age on the Date of Policy which is set forth in the Policy. Age under the Policy at any other time is then computed using that issue age and adding the number of full Policy years completed.

The Date of Policy is usually the date the Policy application is approved. (Under our current administrative rules, a Policy which would be dated the 28th day or later in a month will receive a Date of Policy of the 28th.) In certain situations when payroll deduction is being used for remittance of premiums, we may adjust the Date of Policy. We use the Date of Policy to calculate the Policy years (and Policy months and monthly anniversaries). We may permit a Date of Policy that is earlier than the date the application is approved if there have been no material misrepresentations in the application (but not earlier than six months prior to the date that the application is completed) in order to preserve a younger age for the insured. Your Date of Policy can also be the date the application is completed if you ask us and if we receive a payment of at least $2,500 with the application.

For applications that were submitted without an advance payment of the initial premium or if we had refunded an advance payment prior to the issuance of the Policy, the Policy would have been redated upon delivery to you. The delivery date is the new Date of Policy.

Temporary insurance was provided for up to 90 days from the date of the application (or a greater period of time that we may elected), provided that we received a payment equal to at least one transfer under a preauthorized checking arrangement (see “Your Payment and Allocation of Premiums —  Paying Premiums”) and any necessary medical examination had been completed. Even if the insured hadn't completed the medical examination, there would have been coverage if the insured died from an accident within 30 days of the date of the application. The temporary insurance did not cover death by suicide. The temporary insurance provided was equal to the specified face amount applied for up to a maximum of $500,000 (as may have been increased by us). There was no charge for the insurance protection under the temporary insurance.

Insurance coverage under the Policy began, and any temporary insurance that was then in force ended, at the time the Policy was delivered and the Date of Receipt of the first premium payment occurred. For coverage to be effective, the insured’s health must have been the same as stated in the application and, in most states, the insured must not have sought medical advice or treatment after the date of the application. As to when charges under this Policy begin, see “Charges and Deductions you Pay —  Charges Included in the Monthly Deduction.”

We no longer offer the Policies for sale. It may not be in your best interest to surrender, terminate, change, or borrow from the Policy in connection with the purchase of another policy. You should compare your existing

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insurance and the Policy carefully. You should replace your Policy only when you determine that another policy is better for you. You may have to pay a surrender charge on your Policy, and a new policy 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 Policy for cash and then purchase a new policy, you may have to pay a tax, including possibly a penalty tax, on the surrender.

YOUR PAYMENT AND ALLOCATION OF PREMIUMS

Paying Premiums

Unless your Policy has a guaranteed minimum death benefit in effect, the payment of a given amount of premiums won’t guarantee that your Policy will remain in force. Rather, this depends on your Policy’s cash surrender value.

Your Policy will remain in force as long as the Policy’s cash surrender value is large enough to cover one monthly deduction. The monthly deduction is a charge we deduct from your Policy’s cash value every month.

You can make premium payments, subject to certain limitations discussed below, through the:

•

Voluntary planned periodic premium schedule: You choose the schedule on your application. The schedule sets forth the amount of premiums, fixed payment intervals, and the period of time that you intend to pay premiums. The schedule can be: (A) annual; (B) semi-annual; (C) periodic automatic pre-authorized transfers from your checking account (“check-o-matic”); (D) systematic through payment plans that your employer makes available; or (E) through another method to which we agree. You do not have to pay premiums in accordance with your voluntary planned premium schedule.

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Unscheduled premium payment option: You can make premium payments at any time.

We do not accept premiums made in cash or by money order.

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.” (See “Federal Tax Matters” below,) 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.

Paying Premiums to Maintain the Guaranteed Minimum Death Benefit

You can pay certain levels of premiums that entitle you to a guaranteed minimum death benefit for a specified period of time. To keep the guarantee, you will need to pay these premium levels for the entire duration of the guarantee. We will test your Policy on each monthly anniversary or upon the Policy lapse date (depending on state requirements) to verify that you have paid the minimum premium (after taking into account partial withdrawals and outstanding Policy loans) to keep the guarantee in force. If no guarantee is in force, your Policy will terminate under the circumstances described in “Policy Termination and Reinstatement.”

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The level of premium to keep the guaranteed minimum death benefit in effect varies based on several factors including:

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Duration of the guarantee (generally higher levels are required for longer durations).

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Specified face amount (generally higher levels are required for higher amounts).

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Smoking class and underwriting class (generally higher levels are required for classes that we consider to pose a greater mortality risk).

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Death benefit option (generally higher levels are required for death benefit options B and CI).

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Except for Policies issued in New York, Policy riders (generally higher levels are required if you have riders in force).

Maximum and Minimum Premium Payments

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During the first Policy year you must pay an amount of premium that we call the minimum initial premium (after taking account of partial withdrawals and outstanding Policy loans) or we will terminate your Policy after the grace period.

•

After the first Policy year, your voluntary planned periodic payments must be at least:

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$200 annually (or, for some Policies distributed by certain brokers, $2,500 annually)

•

$100 semi-annually

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$15 on a preauthorized checking arrangement or other systematic payment schedule.

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Unscheduled premium payments must be at least $250 each.

•

You may not pay premiums that exceed tax law premium limitations for life insurance policies. We will return any amounts that exceed these limits except that we will keep any amounts that are required to keep the Policy from terminating. We will let you make premium payments that would turn your Policy into a modified endowment contract, but we will tell you of this status not later than in your annual statement. If possible, we will tell you how to reverse the status.

Allocating Net Premiums

You can instruct us to allocate your net premiums among the Fixed Account and the Divisions. The percentage of your net premium allocation into each of these investment options must be a minimum of 1% and in whole numbers. You can change your allocations (effective after the 20th day referred to above) at any time by giving us written notification at our Designated Office or in any other manner that we permit.

For Policies issued in California. We will allocate your net premiums among the Fixed Account and the Divisions you select in your Policy application on the Investment Start Date. If you are age 60 or older and you allocate 100% of your net premiums to the Fixed Account in order to receive a refund of premiums should you cancel the Policy during the Free Look period (see “Other Policy Provisions — Free Look Period to Cancel your Policy”), we will not automatically transfer your cash value or reallocate your future premiums to the Divisions once the Free Look period has ended. You must contact us to request a transfer or reallocation.

YOUR POLICY’S VALUES

Cash Value

Your Policy’s cash value equals:

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•

The Fixed Account cash value, plus

•

The Policy Loan Account cash value, plus

•

The Separate Account cash value.

The Separate Account cash value allocated to each Division is calculated as follows:

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20 days after your Investment Start Date, we will allocate your cash value among the Divisions as you requested your net premiums to be allocated in your application. For Policies issued in California, see “Allocating Net Premiums.”

•

Thereafter, at the end of each Valuation Period the cash value in an Division will equal:

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The cash value in the Division at the beginning of the Valuation Period; plus

•

All net premiums, loan repayments and cash value transfers into the Division during the Valuation Period; minus

•

All partial cash withdrawals, loans and cash value transfers out of the Division during the Valuation Period; minus

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The portion of any charges and deductions allocated to the cash value in the Division during the Valuation Period; plus

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The net investment return for the Valuation Period on the amount of cash value in the Division at the beginning of the Valuation Period. The net investment return currently equals the rate of increase or decrease in the net asset value per share of the Portfolio over the Valuation Period, adjusted upward to take appropriate account of any dividends and other distributions paid by the Portfolio during the period. The net investment return could in the future be reduced by a charge for taxes that we have the right to impose.

Cash Surrender Value

Your Policy’s cash surrender value equals your cash value minus:

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Any outstanding Policy loans (plus any accrued and unpaid interest);

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Any surrender charges; and

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The administration charge for any full Policy month remaining in the first Policy year.

The Amount We Pay at Your Policy’s Final Date

The Final Date is the Policy anniversary on which the insured is age 95. We will allow you to extend that date, however, where permitted by state law. If the insured is living on the Final Date, we will pay you the cash value of the Policy, reduced by any outstanding loans (plus accrued interest). You can receive the cash value in a single sum, in an account that earns interest, or under an available income plan.

SENDING COMMUNICATIONS AND PAYMENTS TO US

Contacting Us

You can communicate all of your requests, instructions and notifications to us by contacting us in writing at our Designated Office or by calling us at 800-638-5000. We may require that certain requests, instructions and notifications be made on forms that we provide. These include: changing your beneficiary; taking a Policy loan;

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changing your death benefit option; taking a partial withdrawal; surrendering your Policy; making transfer requests (including elections with respect to the automated investment strategies) or changing your premium allocations. As of the date of this Prospectus, requests for partial withdrawals and Policy loans must be in writing. However, you should contact us at 1-800-638-5000 for our current procedures.

If you send your premium payments or transaction requests to an address other than the one we have designated for receipt of such premium 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.

When Your Requests, Instructions and Notifications Become Effective

Generally, requests, premium payments and other instructions and notifications are effective on the Date of Receipt. In those cases, the effective time is at the end of the Valuation Period during which we receive them at your Designated Office. (Some exceptions to this general rule are noted.)

A Valuation Period is the period between two successive Valuation Dates. It begins at the close of regular trading on the New York Stock Exchange on a Valuation Date and ends at the close of regular trading on the New York Stock Exchange on the next succeeding Valuation Date. The close of regular trading is 4:00 p.m., Eastern Time on most days.

A Valuation Date is each day on which the New York Stock Exchange is open for trading. Accordingly, if we receive your request, premium, or instructions after the close of regular trading on the New York Stock Exchange, 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, premium, or instructions 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).

The effective date of your Automated Investment Strategies will be that set forth in the strategy chosen.

Third Party Requests

Generally, we accept requests for transactions or information only from you. Therefore, we reserve the right not to process transactions requested on your behalf by your agent with a power of attorney or any other authorization. This includes processing transactions by an agent you designate, through a power of attorney or other authorization, who has the ability to control the amount and timing of transfers for a number of other Policy owners, and who simultaneously makes the same request or series of requests on behalf of other Policy owners.

INSURANCE PROCEEDS PAYABLE IF THE INSURED DIES

If the Policy is in force, we will pay your beneficiary the insurance proceeds as of the end of the Valuation Period that includes the insured’s date of death.

We will pay this amount after we receive documents that we request as due proof of the insured’s death. The amount of the death benefit that exceeds the Policy’s cash value is paid from our general account. Death benefit amounts paid from our general account are subject to the claims of our creditors.

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

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long as we have made no payments from the Total Control Account (see below). If the terms of the income plan 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 risk 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.

The insurance proceeds equal:

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The death benefit under the death benefit option, alternate death benefit or minimum guaranteed death benefit that is then in effect; plus

•

Any additional insurance proceeds provided by rider; minus

•

Any unpaid Policy loans and accrued interest thereon, and any due and unpaid charges accruing during a grace period.

We are obligated to pay the death benefit under the Policies even if that amount exceeds the Policy’s cash value in the Separate Account. Any such amount that exceeds the Policy’s cash value in the Separate Account is paid from our general account. Death benefit amounts paid from the general account are subject to the financial strength and claims paying ability of the Company and our long term ability to make such payments. We issue other life insurance policies and annuity contracts where we pay all money we owe under those policies and contracts from our general account. MetLife is regulated as an insurance company under state law, which includes, generally, limits on the amount and type of investments in its 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.

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.

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Death Benefit Options You Can Choose

Generally, you can choose among three options, although the choice may be limited based upon the insured’s age. You select which option you want in the Policy application. The three options are:

•

Option A: The death benefit is a level amount and equals the specified face amount of the Policy.

•

Option B: The death benefit varies and equals the specified face amount of the Policy plus the cash value on the date of death.

•

Option C: The death benefit is one of two amounts and is available only if insured is age 60 or less when we issue the Policy:

•

The death benefit varies and equals the specified face amount plus the cash value on the date of death, until the insured is age 65 (“CI”).

•

At age 65, the death benefit becomes a level amount equal to the specified face amount under CI plus the cash value at the end of the Valuation Date immediately preceding the date on which the insured became age 65. This new amount then becomes the specified face amount (“CII”).

There are issues that you should consider in choosing your death benefit option. For example, under Options B and CI, the cash value is added to the specified face amount. Therefore, the death benefit will generally be greater under these options than under Options A and CII, for Policies with the same specified face amount and premium payments. By the same token, the cost of term insurance will generally be greater under Options B and CI than under Options A and CII.

You can change your death benefit option after the second Policy year and, thereafter, once in any 12 month period, provided that:

•

Your cash surrender value after the change would be enough to pay at least two monthly deductions.

•

The specified face amount continues to be no less than the minimum we allow after a decrease.

•

The total premiums you have paid do not exceed the then current maximum premium limitations permitted under Internal Revenue Service rules.

•

If the change is to Option C, the insured is age 60 or less.

Any change will be effective on the monthly anniversary on or immediately following the Date of Receipt of the request. A change in death benefit will have the following effects on your specified face amount:

•

Change from A to B, or from A to CI, or from CII to B: The specified face amount will decrease to equal the death benefit less the cash value on the effective date of the change.

•

Change from B to A, or from CI to A: The specified face amount will increase to equal the death benefit plus the cash value of the Policy on the effective date of the change.

•

Change from B to CI or from CI to B: The specified face amount will remain the same.

Before you change your death benefit option you should consider the following:

•

If the term insurance amount of your death benefit changes, as it may with a change from A to B, or from A to CI, or from CII to B and vice versa, the cost of term insurance will also change. This will affect your cash value and, in some cases, the amount of the death benefit.

•

The premium requirements for maintaining the guaranteed minimum death benefit may change, which could affect your ability to maintain it.

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•

If your specified face amount changes because of the change in death benefit option, consider also the issues presented by changing your specified face amount that are described under “Specified Face Amount,” below. These issues include the possibility that your Policy would become a modified endowment contract; that you would receive a taxable distribution; that there would be an increase or decrease in the monthly administration charge; and that the maximum premium amounts that you can pay would change. A specified face amount decrease resulting from a death benefit option change, however, will not result in deduction of a surrender charge.

Alternate Death Benefit That Automatically Applies in Some Cases

In order to ensure that the Policy qualifies as life insurance under the federal income tax laws, the beneficiary will receive an alternate death benefit if it is greater than the amount that the beneficiary would have received under the death benefit option that you chose, as discussed above. The alternate death benefit is as follows: 

Age of Insured at Death	40 and less	45	50	55	60	65	70	75 to 90	95
% of Cash Value: *	250	215	185	150	130	120	115	105	100

*

For the ages not listed, the percentage decreases by a pro rata portion for each full year.

Guaranteed Minimum Death Benefit You Can Choose

You can choose to have a guaranteed minimum death benefit for one of several specified periods of time, if you meet certain requirements. Generally, the amount of guaranteed minimum death benefit equals the specified face amount of insurance, plus any additional death benefits provided by rider. Availability may be restricted in your state or by the insured’s rating class, however.

There is no additional charge for the guarantee, but in order to keep the guarantee in effect, you will need to pay certain minimum premiums, which vary based on many factors (see “Premiums” below). We test the Policy on each monthly anniversary or upon the Policy’s lapse date (depending on state requirements) — the “testing date” — to make sure that you have paid the minimum premiums required to keep the guarantee for the duration you chose. If you haven’t made the minimum premium payments, we will tell you and give you 61 days from the testing date to make any additional payment to keep the guarantee at the then current duration. If we do not receive the required payment, we will reduce the duration of the guarantee to one that the premiums you have paid would support and that would have been available to you. If no shorter duration is available to you, we will terminate the guarantee. A duration cannot be reactivated, once we terminate it. If no guarantee is in effect, your Policy will terminate under the circumstances described in “Policy Termination and Reinstatement.”

Each duration for the guaranteed minimum death benefit has its own premium requirement that supports it. The longer the duration, the greater the premiums required. At issue, we will look at the premium you plan to pay and give you which ever duration that premium supports. You can reduce the duration by reducing the premiums paid to an amount that will only support a shorter duration. A duration cannot be increased by subsequently paying additional premiums nor can a duration be reinstated once it is terminated. The durations for the guaranteed minimum death benefit are

•

For the first five Policy years.

•

To age 65, but only if the insured is age 60 or less when the Policy is issued.

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•

To age 75, but only if the insured is age 70 or less when the Policy is issued.

•

To age 85, but only if the insured is age 80 or less when the Policy is issued.

For Policies issued in New York, the guaranteed minimum death benefit guarantees payment of the specified face amount of insurance only (and not any rider benefits), and the options for the duration of the guarantee are generally: (i) for the first five Policy years; (ii) to age 55 (available only if the insured was between age 18 and age 50 on the date the Policy was issued) or for the first 20 Policy years (if the insured was less than age 18 on the date the Policy was issued); or (iii) to age 65 (available only if the insured was between age 18 and age 60 on the date the Policy was issued) or to age 60 (if the insured was less than age 18 on the date the Policy was issued).

For Policies issued in Massachusetts, New Jersey and Texas, the only available duration of the guaranteed minimum death benefit is the first five Policy years.

The Specified Face Amount of Your Policy

The specified face amount is the basic amount of insurance specified in your Policy. The Minimum Initial Specified Face amount is the smallest amount of specified face amount for which a Policy may be issued. Currently these amounts are generally:

•

$100,000 for insureds in the preferred rate class

•

$50,000 for most other insureds

•

$25,000 for certain insureds over age 59

•

$250,000 for most Policies distributed through broker-dealers not affiliated with us

Generally, you may decrease your specified face amount after the first Policy year or increase your specified face amount after the second Policy year, and thereafter, once in any 24 month period, as long as the insured is age 79 or under. Any change will be effective on the monthly anniversary on or next following (a) the Date of Receipt of your request; or (b) if we require evidence of insurability, the date we approve your request.

You are permitted to decrease the specified face amount to as low as $25,000 except that no reduction may decrease the specified face amount below the Minimum Initial Specified Face Amount during the first five Policy years or one half that amount thereafter. The lowest available specified face amount requirements also apply to decreases that result from partial withdrawals or changes in death benefit option. If there have been previous specified face amount increases, any decreases in specified face amount will be made in the following order: (i) the specified face amount provided by the most recent increase; (ii) the next most recent increases successively; and (iii) the initial specified face amount.

You may increase the specified face amount only if: (a) the guaranteed minimum death benefit is in effect; or (b) the cash surrender value after the change is large enough to cover at least two monthly deductions. Generally, the minimum specified face amount increase is $5,000 ($10,000 for Policies issued in New York). Any increase will require that we receive additional evidence of insurability that is satisfactory to us. We will also impose an underwriting charge.

Before you change your specified face amount you should consider the following:

•

The term insurance amount of your death benefit will likely change and so will the cost of term insurance. This will affect the insurance charges, cash value and, in some cases, death benefit levels.

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•

Reducing your specified face amount in the first 15 Policy years may result in our returning an amount to you which could then be taxed on an income first basis.

•

We will deduct a portion of any applicable surrender charge at the time of any decrease in specified face amount that you request.

•

We will establish an additional amount of surrender charge at the time of any increase in the specified face amount, other than an increase resulting automatically from a change of death benefit option.

•

The premium requirements for maintaining the guaranteed minimum death benefit will change, which could affect your ability to maintain it.

•

The amount of additional premiums that the tax laws permit you to pay into your Policy may increase or decrease. The additional amount you can pay without causing your Policy to be a modified endowment contract for tax purposes may also increase or decrease.

•

In some circumstances, the Policy could become a modified endowment contract.

•

The monthly administration charge may change.

SURRENDERS AND PARTIAL WITHDRAWALS FROM YOUR POLICY

Surrendering (Turning In) Your Policy

You may surrender your Policy for its cash surrender value at any time while the insured is living. We may ask you to return the Policy before we honor your request to surrender your Policy. We determine the cash surrender value as of the end of the Valuation Period during which we receive the surrender request. (See “Sending Communications and Payments To Us.”) You can choose to have the proceeds paid in a single sum or under an income plan. If the insured dies after you surrender the Policy but before the end of the Policy month in which you surrendered the Policy, we will pay your beneficiary an amount equal to the difference between the Policy’s death benefit and its cash value, computed as of the surrender date.

Partial Withdrawals You Can Take

You can make partial withdrawals of your cash surrender value at any time if:

•

The partial withdrawal would not result in a reduction in your specified face amount during the first Policy year, as described under “The Specified Face Amount of your Policy” above;

•

The partial withdrawal would not result in the cash surrender value being less than sufficient to pay 2 monthly deductions;

•

The partial withdrawal is at least $500;

•

The partial withdrawal would not result in your specified face amount falling below the minimum allowable amount, as described under “The Specified Face Amount of Your Policy” above; and

•

The partial withdrawal would not result in total premiums paid exceeding the then current maximum premium limitation determined by the Internal Revenue Code rules.

If you make a request for a partial withdrawal that is not permitted, we will tell you and you may then ask for a smaller partial withdrawal or surrender the Policy. We will deduct your partial withdrawal from the Fixed Account and the Divisions in the same way we allocate the monthly deduction.

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

•

Surrender charges may apply.

•

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 “Federal Tax Matters”)

•

Your Policy could become a modified endowment contract.

•

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

•

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

•

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

TRANSFERRING CASH VALUE AMONG YOUR POLICY’S INVESTMENT OPTIONS

The minimum amount you may transfer is $50 or, if less, the total amount in an investment option. We do not currently charge for transfers, but we do reserve the right to charge up to $25 per transfer, except for transfers under the Automated Investment Strategies. Currently, transfers are not taxable transactions.

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"):

•

American Funds Global Small Capitalization Fund

•

American Funds Growth Fund

•

American Funds Growth-Income Fund

•

American Funds The Bond Fund of America

•

Baillie Gifford International Stock Portfolio

•

CBRE Global Real Estate Portfolio

•

Harris Oakmark International Portfolio

•

Invesco Global Equity Portfolio

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•

Invesco Small Cap Growth Portfolio

•

Loomis Sayles Small Cap Core Portfolio

•

Loomis Sayles Small Cap Growth Portfolio

•

MetLife MSCI EAFE® Index Portfolio

•

MetLife Russell 2000® Index Portfolio

•

MFS® Research International Portfolio

•

Neuberger Berman Genesis Portfolio

•

T. Rowe Price Small Cap Growth Portfolio

•

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 Monitored 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 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

29

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.

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.

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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 a 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.

Transfers You Can Make by Telephone

Subject to our market timing procedures, we may, if permitted by state law, allow you to make transfer requests, changes to Automated Investment Strategies and changes to allocations of future net premiums by phone. We generally allow you to authorize your sales representative to make such requests. The following procedures apply:

•

We will institute reasonable procedures to confirm that instructions we receive are genuine. Our procedures will include receiving from the caller your personalized data. Any telephone instructions that we reasonably believe to be genuine are your responsibility, including losses arising from such instructions. Because telephone 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 instructions, or that you have authorized any such person to act for you.

•

All telephone calls will be recorded.

•

You will receive a written confirmation of any transaction.

•

Neither the Separate Account nor we will be liable for any loss, expense or cost arising out of a telephone request if we reasonably believed the request to be genuine.

•

You should contact our Designated Office with any questions regarding the procedures.

Telephone, facsimile, and computer systems may not always be available. Any telephone, facsimile, or computer system, whether it is yours, your service provider’s, your sales 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.

BORROWING FROM YOUR POLICY

The amount of each loan must be:

•

At least $500.

•

No more than the cash surrender value less two monthly deductions (unless your Policy provides for a different amount required by state law) when added to all other outstanding Policy loans.

As of your loan request’s Date of Receipt, we will:

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•

Remove an amount equal to the loan first from your cash value in the Fixed Account. If an additional amount is required, we will remove it from the cash value in the Divisions of the Separate Account in the same proportion as your cash value is then allocated.

•

Transfer such cash value to the Policy loan account, where it will be credited with interest at the rate of 4% per year. At least once a year, we will transfer any interest earned in your Policy loan account to the Fixed Account and the Divisions, according to the way that we allocate monthly deductions.

•

Charge you interest, which will accrue daily at a rate of 6% per year (which is the maximum rate we will ever charge). We will reduce this rate to 4.6% for Policy years 11 through 15, to 4.3% for Policy years 16 through 20 and to 4.0% after Policy year 20. Your interest payments are due at the end of each Policy year. If you don’t pay the amount within 31 days after it is due, we will treat it as a new Policy loan.

Repaying your loans (plus accrued interest) is done by sending in payments at least equal to your voluntary planned periodic premium, or $50, if less. Unless you tell us otherwise, any payments we receive while a loan (plus accrued interest) is outstanding, will be applied first to repaying the loan, and, if any amounts remain after repayment, they will be considered premium. Even though we will repay the loan with these payments, the resulting reduction in outstanding loans will have the same effect as premium payments for purpose of maintaining your guaranteed minimum death benefit. We will allocate your repayment to the Fixed Account and the Divisions, in the same proportion that any new net premiums would be allocated. If a Policy loan is outstanding, it may be better to repay the loan than to pay premium, because the premium payment is subject to sales and premium tax charges, and the loan repayment is not subject to charges. (See “Charges and Deductions You Pay.”)

Before taking a Policy loan you should consider the following:

•

Interest payments on loans are generally not deductible for tax purposes.

•

Under certain situations, Policy loans could be considered taxable distributions.

•

If you surrender your Policy or if we terminate your Policy, or at the Final Date, any outstanding loan amounts (plus accrued interest) will be taxed as a distribution. Generally, there will be federal income tax payable on the amount by which withdrawals and loans exceed the premiums paid to date. (See “Federal Tax Matters” below.) In addition, the amounts borrowed and withdrawn reduce the Policy’s cash value and any remaining cash value of the Policy may be insufficient to pay the income tax on your gains.

•

A Policy loan increases the chances of our terminating your Policy due to insufficient cash value. Unless the guaranteed minimum death benefit is in effect, we will terminate your Policy with no value if: (A) on a monthly anniversary your loans (plus accrued interest) exceed your cash value minus the monthly deduction and minus any surrender charges; and (B) we tell you of the insufficiency and you do not make a sufficient payment within 61 days of the monthly anniversary.

•

Your Policy’s insurance proceeds will be reduced by any unpaid loan (plus any accrued and unpaid interest).

•

The amount taken from your Policy’s cash value, 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 they are repaid.

POLICY TERMINATION AND REINSTATEMENT

Termination

We will terminate your Policy without any cash surrender value if:

32

•

The cash surrender value is less than the monthly deduction;

•

No minimum guaranteed death benefit is in effect; and

•

We do not receive a sufficient premium payment within the 61-day grace period to cover two monthly deductions.

We will mail you notice if any grace period starts. If the insured dies during the grace period, we will pay the insurance proceeds minus any overdue monthly deductions.

Reinstatement

Upon your request, we will reinstate (put back in force) your Policy (without reinstating the guaranteed minimum death benefit or any amounts in a Policy loan account), subject to certain terms and conditions that the Policy provides. We must receive your request within 3 years (or any longer period provided by state law) after the end of the grace period and before the Final Date. You also must provide us:

•

A written application for reinstatement (the date we approve the application will be the effective date of the reinstatement).

•

Evidence of insurability that we find satisfactory.

•

An additional premium amount that the Policy prescribes for this purpose.

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
Disability Waiver of Premium Benefit	This rider is designed for Policy owners who seek to build cash value or maintain the guaranteed minimum death benefit during a period of disability.	Optional	This rider was only available at Policy issue. In order to qualify for this rider, you must maintain a premium level equal to that required under the rider.
Disability Waiver of Monthly Deduction Benefit	This rider provides for the waiver of certain monthly deductions, including cost of insurance and monthly policy expense charges, upon proof of disability.	Optional	This rider was only available at Policy issue.
Children’s Term Insurance Benefit	This rider provides term insurance in an amount selected at issue upon proof of death for any insured child.	Optional	This rider was only available at Policy issue.

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NAME OF BENEFIT	PURPOSE	IS BENEFIT STANDARD OR OPTIONAL?	BRIEF DESCRIPTION OF RESTRICTIONS OR LIMITATIONS
Spouse Term Insurance Benefit	This rider provides term insurance in an amount selected at issue upon proof of death of the insured’s spouse.	Optional	This rider was only available at Policy issue.
Accidental Death Benefit	This rider provides additional death benefit coverage for an amount selected at issue upon proof of death of the insured if such death was caused by an accident	Optional	This rider was only available at Policy issue.
Accelerated Death Benefit Rider	This rider provides for early payment of a portion of the face amount of insurance upon proof of terminal illness of the insured resulting in a life expectancy of 12 months or less.	Optional	This rider was only available at Policy issue. This benefit may reduce your death benefit by more than the amount of the accelerated payment.
Long Term Care Guaranteed Purchase Option	This rider gives the Policy owner the option to purchase long-term care insurance for the insured, at future specified Purchase Option Dates, without additional underwriting.	Optional	This rider was only available at Policy issue.
Equity GeneratorSM Automated Investment Strategy	Allows you to transfer the interest earned in the Fixed Account to the MetLife Stock Index Division or the Frontier Mid Cap Growth Division 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 Division.	Standard	Only one automated investment strategy may be in effect at a time. The minimum dollar amount from the source fund is $100.

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NAME OF BENEFIT	PURPOSE	IS BENEFIT STANDARD OR OPTIONAL?	BRIEF DESCRIPTION OF RESTRICTIONS OR LIMITATIONS
Equalizer	Allows you to equalize the cash value in the Fixed Account and either the MetLife Stock Index Division or the Frontier Mid Cap Growth Division on the calendar quarter. All or a portion of your cash value must be allocated to the Fixed Account and/or the Division selected when requesting this automated investment strategy.	Standard	Only one automated investment effect at a time.
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.
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.

Disability Waiver of Monthly Deduction Rider. This 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 may not elect both the Disability Waiver of Monthly Deduction Benefit and the Disability Waiver of Specified Premium Benefit.

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.

Disability Waiver of Premium Benefit. 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 may not elect both the Disability Waiver of Monthly Deduction Benefit and the Waiver of Premium Benefit.

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.

Children’s Term Insurance Benefit. This 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.

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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.

Spouse’s Term Insurance Benefit. This rider provides term insurance coverage on the spouse of the insured rider.

For example, a base Policy with a face amount of $40,000 could have a Spouse’s Term Insurance Rider with a term face amount of $5,000.

Accidental Death Benefit Rider. 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.

Long Term Care Guaranteed Purchase Option. This rider gives the Policy owner the option to purchase long-term care insurance for the insured, at future specified Purchase Option Dates, without additional underwriting.

For example, if the Policy owner elects to purchase long-term care insurance on a permissible purchase option date, the Policy owner may do so and will not be subject to additional underwriting.

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.

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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 the MetLife Stock Index Division or the Frontier Mid Cap Growth Division 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 a specified date each month. 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, the minimum dollar amount from the source fund is $100.

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

Equalizer. The Equalizer allows you to equalize the cash value in the Fixed Account and either the MetLife Stock Index Division or the Frontier Mid Cap Growth Division on the calendar quarter. All or a portion of your cash value must be allocated to the Fixed Account and/or the Division selected when requesting this automated investment strategy.

For example, this option will automatically rebalance the cash value in the Fixed Account and either the MetLife Stock Index Division or the Frontier Mid Cap Growth Division to a 50/50 split on each calendar quarter.

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.

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.

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CHARGES AND DEDUCTIONS YOU PAY

The Policy charges compensate us for the services and benefits we provide, the costs and expenses we incur, and the risks we assume.

Services and benefits we provide:

•

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

•

investment options, including premium allocations

•

administration of elective options

•

the distribution of reports to Policy owners

Costs and expenses we incur:

•

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

•

overhead and other expenses for providing services and benefits

•

sales and marketing expenses

•

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:

•

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

•

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

Our revenues from any particular charge may be more or less than any costs or expenses that charge may be intended primarily to cover. We may use our revenues from one charge to pay other costs and expenses in connection with the Policies. We may also profit from all the charges combined, including the cost of term insurance charge and the mortality and expense risk charge.

The following sets forth additional information about the Policy charges.

Deductions from Premiums

Sales charge: We deduct a 2.25% sales charge from each premium primarily to help pay the cost of compensating sales representatives and other expenses of distributing the Policies.

Charge for average expected state taxes attributable to premiums: We deduct 2.00% from each premium to reimburse us for the state premium taxes that we must pay on premiums we receive. Premium taxes vary from state to state and currently range from 0 to 3.5%. Our charge approximates the average tax rate we expect to pay on premiums we receive from all states.

Federal tax charge: We deduct 1.25% from each premium to reimburse us for the Federal income tax liability related to premiums.

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Charges for income taxes: In general, we don’t expect to incur federal, state or local taxes upon the earnings or realized capital gains attributable to the assets in the Separate Account relating to the Policies’ cash value. If we do incur such taxes, we reserve the right to charge the cash value allocated to the Separate Account for these taxes.

Transfer Charge

We reserve the right to charge up to $25 per transfer among the Divisions and to or from the Fixed Account, except for any transfers under the Automated Investment Strategies. We do not currently impose a transfer charge.

Underwriting Charge

This charge applies only if you request an increase in your specified face amount. In that case, we charge $5 per month for the first twelve months after the month you increase your specified face amount.

Charges Included in the Monthly Deduction

You can choose to have the monthly deduction taken from either: (a) the Fixed Account and each Division in which you have cash value in the same proportion as your cash value is allocated among these options at the beginning of the policy month; or (b) if there is sufficient cash value, entirely from your Fixed Account. If no election is made or if amounts in the Fixed Account are insufficient, we will take the monthly deduction in accordance with (a). We deduct the monthly deductions as of each monthly anniversary beginning as of the Date of Policy.

Cost of term insurance: This charge varies monthly based on many factors. Each month, we determine the charge by multiplying your cost of term insurance rates by the term insurance amount.

•

The term insurance amount is the death benefit at the beginning of the Policy month divided by a discount factor to account for an assumed return during the month; minus the cash value at the beginning month after deduction of all other applicable charges. Factors that affect the term insurance amount include the specified face amount, the cash value and the death benefit you choose. (Generally, the term insurance amount will be higher for Options B and CI).

•

The term insurance rate is based on our expectations as to future experience, taking into account the insured’s sex (if permitted by law), age and rate class. The rates will never exceed the guaranteed rates, which are based on certain 1980 Commissioners Standard Ordinary Mortality Tables and the insured’s sex, age and smoking status. As a general rule, the guaranteed rate increases each year you own your Policy, as the insured’s age increases. Our current rates are lower than the maximums in most cases. We review our rates periodically and may adjust them, but we will apply the same rates to everyone who purchased their policy at the same time and who is the same age, sex and rate class.

•

Rate class relates to the level of mortality risk we assume with respect to an insured. It can be the standard rate class, or one that is higher or lower (and, if the insured is 18 or older, we divide rate class by smoking status). The insured’s rate class will affect your cost of term insurance. You can also have more than one rate class in effect, if the insured’s rate class has changed and you change your specified face amount. A better rate class will lower the cost of term insurance on your entire Policy and a worse rate class will affect the portion of your cost of term insurance charge attributable to the specified face amount increase.

•

The current cost of term insurance rate varies among otherwise identical insureds, depending on how long an insured’s Policy has been in force. In the early Policy years, the rate in some cases will decrease from one year to the next. Nevertheless, if held for a long enough period of time, any Policy’s current cost of term insurance rate will begin to increase from year to year as the insured’s age increases.

•

The current maximum amount that we may charge for the cost of insurance is $37.98 per $1,000 of term

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insurance amount and the minimum that we may charge for the cost of insurance is $0.01 per $1,000 of term insurance amount.

Administrative Charge

We take this monthly charge primarily to compensate us for expenses we incur in the administration of the Policy, and also, in the first year, our underwriting and start-up expenses.

In the first Policy year, the administration charge is $20 per month for insureds age 25 and under, $30 per month for insureds age 26-40 and $35 per month for insureds age 41 and over. In the second and later Policy years, the administration charge is $10 per month unless you pay the required Administrative Premium shown on page 3 of your Policy. If you pay these premiums, the monthly charge will be $5 for a specified face amount of $250,000 or more, $6 for a specified face amount between $100,000 and $249,999 and $7 for a specified face amount of less than $100,000.

Mortality and expense risk charge: We take this monthly charge primarily to compensate us for:

•

mortality risks that insureds may live for a shorter period than we expect; and

•

expense risks that our issuing and administrative expenses may be higher than we expect.

The charge is taken monthly, based on the cash value of the Policy in our Separate Account, at an annual rate of 0.90% for Policy years 1 through 10, 0.60% for Policy years 11 through 15 and 0.30% thereafter.

Surrender Charge

If, during the first fifteen Policy years, or during the first fifteen years following a specified face amount increase, you surrender your Policy, reduce the face amount, make a partial withdrawal, or your Policy terminates for insufficient cash surrender value, we will deduct a surrender charge from the cash value. The amount of your Policy’s surrender charge that we will deduct at the time you reduce the specified face amount will be 50% of the portion of the surrender charge that we attribute to the decrease. For partial withdrawals of up to 10% of the Policy’s cash surrender value at the date of the partial withdrawal (aggregated for this purpose with all previous withdrawals during the same Policy year) no surrender charge is deducted. We make the surrender charge primarily to help pay the cost of compensating sales representatives and other expenses of distributing the Policies.

The method by which we calculate the surrender charges that apply under certain circumstances is complex, because they are based on several factors that are specific to your Policy. You can request a personalized illustration that will show you how this charge (along with other charges plus your loans and accrued interest) affects your cash surrender value.

In order to determine the surrender charge, we first determine the:

•

“Surrender Charge Measure” for the Policy’s initial specified face amount, which is:

•

For the first Policy year the lesser of:

(A)

actual cumulative premiums paid; and

(B)

the Maximum Surrender Charge Premium.

•

For the second Policy year and later Policy years, the lesser of:

(A)

actual cumulative premiums paid within the first two Policy years; and

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(B)

the Maximum Surrender Charge Premium.

•

“Increase Surrender Charge Measure” (i.e., the Surrender Charge Measure for any increase you have made in your specified face amount), which is:

•

For the first year following the increase, the lesser of:

(A)

the amount by which the actual cumulative premiums paid within twelve months following the date of the application for the specified face amount increase exceeds the sum of:

(i)

the Surrender Charge Measure for the first Policy year, plus

(ii)

the Increase Surrender Charge Measure for the first year following any prior increases; and

(B)

the Maximum Surrender Charge Premium at the time of the increase.

•

For the second year and later following the increase, the lesser of:

(A)

the amount by which actual cumulative premiums paid within twenty-four months following the date of the application for the specified face amount increase exceeds the sum of:

(i)

the Surrender Charge Measure for the second Policy year, plus

(ii)

the Increase Surrender Charge Measure for the second year following any prior increases; and

(B)

the Maximum Surrender Charge Premium for the second Policy year following the increase.

•

Maximum Surrender Charge Premium, which is the amount determined at issue (or, for a specified face amount increase, at the time of the increase) which will not exceed:

•

For the first Policy year, or the first year after the increase, 75% of the Smoker Federal Guideline Annual Premium for Death Benefit Option A and all riders at issue, or at the time of the increase, respectively; and

•

For the second Policy year and thereafter, or the second and later years after the increase, 100% of the Smoker Federal Guideline Annual Premium for Death Benefit Option A and all riders at issue or at the time of the increase.

•

Federal Guideline Annual Premium, which is the level annual amount of premium that you would need to pay through the Final Date of your Policy for the specified face amount of your Policy if we set your premiums both as to timing and amount, based on:

•

the 1980 Commissioners Standard Ordinary Mortality Tables;

•

net investment earnings at an annual effective rate of 4%; and

•

fees and charges as set forth in your Policy and Policy riders.

This premium is based on the insured’s age, sex, smoking status and rate class and is generally higher for older ages, for males, for smokers and for those in a higher rate class.

Using the above determinations, we will compute the full surrender charge by first locating the Policy year in the table below that contains the date as of which we are computing the charge. Then we multiply the indicated percentage by the then-applicable Surrender Charge Measure. This gives us the surrender charge for the initial specified face amount. We compute the surrender charge for each specified face amount increase that is then in effect by a similar method, except that we multiply the percentage for the actual year following the date of the increase by the Increase Surrender Charge Measure for that increase. By totaling the surrender charge we compute for the original specified face amount with any that we compute for each specified face amount increase, we arrive at the full surrender charge. 

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Policy year (or actual year since specified face amount Increase)	1	2	3	4	5	6*	7	8	9	10	11	12	13	14	15	16 and later
% of Measure	100	100	90	80	70	60	54	48	42	36	30	24	18	12	6	0

*

After the fifth year, the surrender charges will decrease each Policy month.

You may withdraw up to 10% of the Policy’s cash surrender value each year without paying a surrender charge. A withdrawal will exceed the 10% free withdrawal amount to the extent that it (together with any prior withdrawals in the same Policy year) is more than 10% of your Policy’s cash surrender value on the date of the withdrawal. The amount deducted would be the same proportion of the full surrender charge as (a) the amount of the withdrawal that exceeds the 10% free withdrawal amount bears to (b) the Policy’s total cash value.

If you make a withdrawal of cash value or specified face amount decrease that causes us to deduct an amount of surrender charge, we will reduce the remaining surrender charge on the Policy's specified face amount by the amount deducted. If you previously increased your Policy’s specified face amount, we make any such reductions first to any remaining surrender charge attributable to the most recent such increase(s) (in reverse chronological order) and then to those attributable to the original specified face amount.

We deduct any surrender charge that results from a partial withdrawal or specified face amount decrease from the same sources as we take the monthly deduction. If the cash value is insufficient, we reduce the amount we pay you. Because of the surrender charge, your Policy will probably not have any cash surrender value for at least the first Policy year unless you pay significantly more than the Minimum Initial Premium. Since the Surrender Charge Measure and Increase Surrender Charge Measure are capped at the end of the first two Policy years after issue, and after increase in specified face amount, respectively, you may be able to limit your surrender charges by limiting your premium payments to levels necessary to keep the Policy and the guaranteed minimum death benefit in effect.

Charges for Optional Benefits

Charges for Additional Benefits. We charge monthly for the cost the following additional rider benefits:

Disability Waiver of Premium Benefit: We impose a monthly charge for the benefit. The current charge is $0.13 to $0.60 per $100 of covered premium amount.

Disability Waiver of Monthly Deduction: We impose a monthly charge for the benefit. The current charge is $0.01 to $0.45 per $1,000 of term insurance amount.

Accidental Death Benefit. We impose a monthly charge for the benefit. The current charge is $0.05 to $0.09 per $1,000 of accidental death coverage amount.

Long Term Care Guaranteed Purchase Option: We impose a monthly charge for the benefit. The current charge is $0.20 to $1.88 per $100 of daily coverage amount.

Children’s Term Insurance Benefit: We impose a monthly charge for the benefit. The current charge is $0.39 per $1,000 of child’s term insurance amount.

Spouse Term Insurance Benefit: We impose a monthly charge for the benefit. The current charge is $0.07 to $3.90 per $1,000 of spouse’s term insurance amount.

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Charges and Expenses of the Separate Account and the Portfolios

Charges for IncomeTaxes: In general, we don’t expect to incur federal, state or local taxes upon the earnings or realized capital gains attributable to the assets in the Separate Account relating to the Policy's cash value. If we do incur such taxes, we reserve the right to charge the cash value allocated to the Separate Account for these 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.

Variations in Charges

We may vary the amounts of charges described in this prospectus as a result of such factors as (1) differences in legal requirements in the jurisdiction where the Policies are sold, (2) differences in actual or expected risks, expenses, policy persistency, premium payment patterns, or mortality experience among different categories of purchasers or insureds, and (3) changes in Policy pricing that we may implement from time to time. Any such variations will be pursuant to administrative procedures that we establish and will not discriminate unfairly against any Policy owner. Any such variations may apply to existing Policies except that the charges under any Policy may never exceed the maximums therein.

FEDERAL TAX MATTERS

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 address state, local or foreign tax issues related to the Policy. This discussion is not intended as tax advice. You must consult with and rely on the advice of your own tax or ERISA counsel, especially where the Policy is being purchased in connection with an employee benefit plan, such as a death benefit or deferred compensation plan, or is being purchased for estate, tax planning or similar purposes. You should also consult with your own tax adviser to find out how taxes can affect your benefits and rights under your Policy. Such consultation is especially important before you make unscheduled premium payments, change your specified face amount, change your death benefit option, change coverage provided by riders, take a loan or withdrawal, or assign or surrender the Policy. Under current federal income tax law, the taxable portion of distributions from variable life policies is taxed at ordinary income tax rates and does not qualify for the reduced tax rate applicable to long-term capital gains and dividends.

Insurance Proceeds

•

Insurance proceeds are generally excludable from your beneficiary’s gross income to the extent provided in Section 101 of the Internal Revenue Code (“Code”).

•

In the case of employer-owned life insurance as defined in Section 101(j) of the Code, 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. These rules apply to Policies issued August 18, 2006 and later and also apply to Policies issued before August 18, 2006 after a material increase in the death benefit or other material change. An IRS reporting requirement applies to employer-owned life insurance subject to these rules. Because

43

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.

•

The death proceeds may be subject to federal estate tax: (i) if paid to the insured’s estate or (ii) if paid to a different beneficiary if the insured possessed incidents of ownership at or within three years before death.

•

If you die before the insured, the value of your Policy (determined under IRS rules) is included in your estate and may be subject to federal estate tax.

•

Whether or not any federal estate tax is due is based on a number of factors including the estate size. Please consult your tax adviser for the applicable estate tax rates.

•

The insurance proceeds payable upon 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 Code, as in effect on the date the Policy was issued. The rules with respect to Policies issued on a substandard risk basis are not entirely clear.

Cash Value (If Your Policy Is Not a Modified Endowment Contract)

•

You are generally not taxed on your cash value until you withdraw it or surrender your Policy or receive a distribution (such as when your Policy terminates on the Final Date). In these cases, you are generally permitted to take withdrawals and receive other distributions up to the amount of premiums paid without any tax consequences. However, withdrawals and other distributions will be treated as gain subject to ordinary income tax after you have received amounts equal to the total premiums you paid. Somewhat different rules may apply if there is a death benefit reduction in the first 15 Policy years. 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

•

Loan amounts you receive will generally not be subject to income tax, unless your Policy is or becomes a modified endowment contract, is exchanged or terminates.

•

Interest on loans is generally not deductible. For businesses that own a Policy, at least part of the interest deduction unrelated to the Policy may be disallowed unless the insured is a 20% owner, officer, director or employee of the business.

•

If your Policy terminates (upon surrender, cancellation, lapse, the Final Date or, in most cases, exchanges) while any Policy loan is outstanding, the amount of the loan plus accrued interest thereon will be deemed to be a “distribution” to you. Any such distribution will have the same tax consequences as any other Policy distribution. Thus, there will generally be federal income tax payable on the amount by which withdrawals and loans exceed your remaining basis in the Policy. In the case of an exchange, any outstanding Policy loan will generally be taxed to the extent of any Policy gain. Please be advised that amounts borrowed and withdrawn reduce the Policy’s cash value and any remaining Policy cash value may be insufficient to pay the income tax on your gains.

Modified Endowment Contracts

These contracts are life insurance policies where the premiums paid during the first 7 years after the Policy is issued, or after a material change in the Policy, exceeds tax law limits referred to as the “7-pay test.” Material changes in the Policy include changes in the level of benefits, receipt of an unnecessary premium and certain other changes to your Policy after the issue date. Unnecessary premiums are premiums paid into the Policy which are not

44

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. Reductions in benefits during a 7-pay testing period also may cause your Policy to become a modified endowment contract. Generally, a life insurance policy that is received in exchange for a modified endowment contract will also be considered 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.

Due to the flexibility of the Policy as to premiums and benefits, the individual circumstances of each Policy will determine whether it is classified as a modified endowment contract.

If your Policy is considered a modified endowment contract the following applies:

•

The death benefit will still generally be income tax free to your beneficiary, to the extent discussed above.

•

Amounts withdrawn or distributed before the insured’s death, including (without limitation) loans taken from or secured by the Policy, assignments and pledges, are (to the extent of any gain in your Policy) treated as income first and subject to income tax. All modified endowment contracts you purchase from us and our affiliates during the same calendar year are treated as a single contract for purposes of determining the amount of any such income.

•

An additional 10% income tax penalty generally applies to the taxable portion of the amounts you receive before age 59 1∕2 except if you are disabled or if the distribution is part of a series of substantially equal periodic payments for your life (or life expectancy) or the joint lives (or joint life expectancies) of you and your beneficiary. The foregoing exceptions to the 10% additional tax generally do not apply to a Policy owner that is a non-natural person, such as a corporation.

•

If a Policy becomes a modified endowment contract, distributions that occur during the Policy year 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.

Diversification

In order for your Policy to qualify as life insurance, we must comply with certain diversification standards with respect to the investments underlying the Policy. We believe that we satisfy and will continue to satisfy these diversification standards. Inadvertent failure to meet these standards may be able to be corrected. Failure to meet these standards would result in immediate taxation to Policy owners of gains under their Policy. If Portfolio shares are sold directly to tax-qualified retirement plans that later lose their tax-qualified status, or to non-qualified plans, there could be adverse consequences under the diversification rules.

Investor Control

In some circumstances, owners of variable policies who retain excessive control over the investment of the underlying Separate Account assets may be treated as the owners of those assets and may be subject to tax on income produced by those assets. Although published guidance in this area does not address certain aspects of the Policy, we believe that the owner of a Policy should not be treated as an owner of the assets in our Separate Account. We reserve the right to modify the Policy to bring them into conformity with applicable standards should such modification be necessary to prevent owners of the Policy from being treated as the owners of the underlying Separate Account assets.

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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 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. The Policy would not be includable in the insured’s estate if the insured neither retained incidents of ownership at death nor had given up ownership within three years before death.

Moreover, under certain circumstances, the 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 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 transfer 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.

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 IRS 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 and 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 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

46

country of citizenship or residence. Prospective purchasers that are not U.S. citizens or residents are advised to consult with a qualified tax adviser regarding U.S. and foreign taxation with respect to a Policy purchase.

Business Uses of Policy

Businesses can use the Policy in various arrangements, including nonqualified deferred compensation or salary continuation 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.

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.

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 exchanges in the United States, 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 as applying to split-dollar life insurance policies for directors and executive officers of such companies, since at least some such arrangements can arguably be viewed as involving a loan from the employer for at least some purposes.

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.

Split dollar insurance plans that provide deferred compensation may be subject to rules governing deferred compensation arrangements. Failure to adhere to these rules will result in adverse tax consequences. A tax adviser should be consulted with respect to such plans.

In the case of a business-owned Policy, the provisions of Section 101(j) of the Code may limit the amount of the death benefit excludable from gross income unless a specified exception applies and a notice and consent requirement is satisfied, as discussed above.

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.

Changes to Tax Rules and Interpretations

Changes in applicable tax laws, rules and interpretations can adversely affect the tax treatment of your Policy. These changes may take effect retroactively. We reserve the right to amend the Policy in any way necessary to avoid any adverse tax treatment. Examples of changes that could create adverse tax consequences include:

•

Possible taxation of cash value transfers between investment options;

47

•

Possible taxation as if you were the owner of your allocable portion of the Separate Account’s assets;

•

Possible changes in the tax treatment of Policy benefits and rights.

To the extent permitted under the federal tax law, we may claim the benefit of certain foreign tax credits attributable to taxes paid by certain Portfolios to foreign jurisdictions.

The Company’s Income Taxes

Under current federal income tax law we are not taxed on the Separate Account’s operations. Thus, currently we do not deduct a charge from the Separate Account for company 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 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.

We 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 dividends received deductions, are not passed back to the Separate Account or to Policy owners since we are the owner of the assets from which the tax benefits are derived.

OTHER POLICY PROVISIONS

You should read your Policy for a full discussion of its provisions. The following is a brief discussion of some of the provisions that you should consider:

“Free Look” Period to Cancel your Policy

You could have returned the Policy during this period. The period is the later of:

•

10 days after you received the Policy (unless state law requires your Policy to specify a longer specified period); and

•

45 days after the completed application was signed (in the case of tele-underwritten policies, 45 days after the preliminary application is signed).

If you returned your Policy, we would have sent you a complete refund of any premiums paid (or cash value plus any charges deducted if state law requires) within seven days.

For Policies issued in California. You could have canceled the Policy within 10 days after you received it and we would have refunded the Policy’s cash value. If you are age 60 or older, you could have canceled the Policy within 30 days after you receive it and we would have generally refunded the premiums you paid, if you elected on the Policy application to allocate 100% of your net premiums to the Fixed Account. If, on the other hand, you elected to allocate your net premiums to the Divisions, we would have refunded the Policy’s cash value.

Suicide

If the insured commits suicide within the first two Policy years (or any different period provided by state law), your beneficiary will receive all premiums paid (without interest), less any outstanding loans (plus accrued interest) and withdrawals taken. Similarly, we will pay the beneficiary only the cost of any increase in specified face amount if the insured commits suicide within two years of such increase.

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Assignment and Change in Ownership

You can assign your Policy as collateral if you notify us in writing. The assignment or release of the assignment is effective when it is recorded at our Designated Office. We are not responsible for determining the validity of the assignment or its release. Also, there could be serious adverse tax consequences to you or your beneficiary, so you should consult with your tax adviser before making any change of ownership or other assignment.

Payment and Deferment

Generally, we will pay or transfer amounts from the Separate Account within seven days after the Date of Receipt of all necessary documentation required for such payment or transfer. We can defer this if:

•

The New York Stock Exchange has an unscheduled closing.

•

There is an emergency so that we could not reasonably determine the investment experience of a Policy.

•

The Securities and Exchange Commission determines that an emergency exists or by order permits us to do so for the protection of Policy owners (provided that the delay is permitted under New York State insurance law and regulations).

•

With respect to the insurance proceeds, if entitlement to a payment is being questioned or is uncertain.

We currently pay interest on the amount of insurance proceeds at 3% per year (or higher if state law requires) from the date of death until the date we pay the benefit.

We may withhold payment of surrender, partial withdrawals or loan proceeds if any portion of those proceeds would be derived from a Policy owner’s check or from a preauthorized checking arrangement that has not yet cleared (i.e. that could still be dishonored by your banking institution). We may use telephone, facsimile, email, the Internet or other means of communications to verify that payment from the Policy owner’s check or preauthorized checking arrangement 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.

Dividends

The Policy is “nonparticipating,” which means it is not eligible for dividends from us and does not share in any distributions of our surplus.

Exchange Privilege

If you decide that you no longer want to take advantage of the Divisions, you may transfer all of your money into the Fixed Account. There is currently no charge on transfers. Even if we do have a transfer charge in the future, such charge will never be imposed on a transfer of your entire cash value (or the cash value attributable to a specified face amount increase) to the Fixed Account within the first 24 Policy months (or within 24 Policy months after a specified face amount increase you have requested, as applicable). In some states, however, we implement this by permitting you, without charge, to exchange your Policy (or the portion attributable to a specified face amount increase) to a flexible premium fixed benefit life insurance policy, which we make available.

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SALE AND 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 Broker Check. You may contact the FINRA Broker Check Hotline at 1-800-289-9999, or log on to www.finra.org. An investor brochure that includes information describing FINRA Broker Check is available through the Hotline or on-line.

The Policies are no longer offered for sale.

Distributing the Policies

The Policies were sold through licensed sales representatives who were associated with broker-dealers that were formerly affiliated with the Company. The Policies were also sold through unaffiliated registered broker-dealers.

We reimburse MLIDC for expenses MLIDC incurs in distributing the Policies (e.g. commissions payable to the broker-dealers who sold the Policies). The payments described below do not result in a charge against the Policy in addition to the charges already described elsewhere in this prospectus. We may require all or part of the compensation to be returned to us if you do not continue your Policy for at least one year.

Compensation to Formerly Affiliated Sales Representatives and their Managers for the Sale of the Policy

Sales representatives that that were registered with a broker-dealer that was formerly affiliated with the Company may have been career sales representatives who were employees of the Company or brokers who are not employees of the Company (“formerly affiliated sales representatives”).

Formerly affiliated sales representatives received cash payments for the products they sold and services based upon a ‘gross dealer concession’ model. The cash payment is equal to a percentage of the gross dealer concession amount (described below for the Policy). For formerly affiliated sales representatives, other than those that were in the MetLife Resources Division (MLR), the percentage was determined based upon a formula that took into consideration premiums and purchase payments applied to proprietary products that the formerly affiliated sales representative sold and serviced. Proprietary products are those issued by us or our affiliates. (MLR formerly affiliated sales representatives received compensation for the sale of the Policy based upon premiums and purchase payments applied to all products sold and serviced by the MLR formerly affiliated sales representative; however, they were entitled to the additional compensation described below based on sales of proprietary products.) Because sales of proprietary products were a factor in determining the percentage of gross dealer concession amount and/or the amount of additional compensation to which formerly affiliated MetLife sales representatives were entitled, they had an incentive to favor the sale of proprietary products over other products issued by non-affiliates. In addition, because their sales managers’ compensation was based on the sales made by the representatives they supervised, these sales managers also have an incentive to favor the sale of proprietary products.

The gross dealer concession amount for the Policy is 117% of premiums up to the Maximum Commissionable Premium, but not to exceed $100 per $1,000 of specified face amount, and 5% of premiums over the Maximum Commissionable Premium in the first Policy year (8% of all premiums in Policy years 2 to 4, 3.25% of all premiums

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in Policy years 5 to 10, and 1.50% of all premiums in Policy year 11 and thereafter) plus, in Policy years 2 and thereafter, 0.15% of an amount equal to the Policy cash value minus any Policy loans and loan interest and minus any premiums paid in the previous 12 months. The Maximum Commissionable Premium is the lesser of (a) actual premiums received during the first Policy year, (b) the annualized modal premium, or (c) the annual premium necessary to keep the longest duration of the guaranteed minimum death benefit effective for a like Policy with Option A and the preferred nonsmoking rating class for standard risks, or the actual rating class for other risks, in place.

Additional Cash Compensation to Formerly Affiliated Sales Representatives and their Managers

Formerly affiliated sales representatives and their managers may have also been eligible for cash compensation such as bonuses, equity awards (such as stock options), training allowances, supplemental salary, payments based on a percentage of the Policy’s cash value, financing arrangements, marketing support, medical and retirement benefits and other benefits. The amount of this additional cash compensation was based primarily on the amount of proprietary products sold. Formerly affiliated sales representatives must have met a minimum level of sales of proprietary products in order to have maintained their employment or agent status with us and in order to have been eligible for most of the cash compensation listed above. Managers who supervised these formerly affiliated sales representatives may have been entitled to additional cash compensation based on sales of proprietary products by the sales representatives they supervised. For some of our affiliates, managers may have paid a portion of their compensation to their formerly affiliated sales representatives. Because the additional cash compensation paid to these formerly affiliated sales representatives and their managers was primarily based on sales of proprietary products, these sales representatives and their managers had an incentive to favor the sale of proprietary products over other products issued by non-affiliates.

Non-Cash Compensation to Formerly Affiliated Sales Representatives and their Managers

Formerly affiliated sales representatives and their managers were also eligible for various non-cash compensation programs that we offered such as conferences, trips, prizes, and awards. Other payments may have been made for other services that did not directly involve the sale of products. These services may have included the recruitment and training of personnel, production of promotional literature, and similar services.

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

51

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.

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 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 comprising each Division 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

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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.

Beneficiary. The person or persons designated by the Policy owner to receive insurance proceeds upon the death of the insured. Unless otherwise stated in the Policy, the beneficiary has no rights in a 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.

DateofReceipt. The Date of Receipt is the day your requests, instructions and notifications are received in our Designated Office.

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, telephone number and website 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.

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. The Separate Account Divisions invest in different classes (or series) (“Portfolios”) of a mutual fund.

General Account. The assets 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.

LoanAccount. The account to which cash value from the Separate Account or the Fixed Account is transferred when you take a Policy loan.

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 Premium. The net premium is equal to the premium payment minus the sales charge, the premium tax charge, and the federal tax charge.

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Planned Premium. The Planned Premium is the premium payment schedule you choose to help meet your future goals under the Policy.

Policy Date - The date set forth in the Policy that is used to determine Policy years and Policy months. Policy anniversaries are measured from the Date of Policy.

Policy Month. The month beginning on the monthly anniversary.

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 a Fund in which a Division’s assets are invested.

Premiums. Premiums include all payments you make under your Policy, whether a planned periodic premium payment or an unscheduled premium payment.

Rider. A rider is an optional, additional benefit or increase in coverage that you can add to your Policy.

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.

Specified Face Amount. The specified face amount is the base amount of insurance coverage under your Policy.

Term Insurance Amount . The term insurance amount is the difference between the death benefit (generally discounted at the monthly equivalent of 3% per year) and the Policy’s cash value.

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 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/MET000220. You can also request this information at no cost by calling 800-638-5000, or by sending an email request to RCG@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
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%
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%
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%

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
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%
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%
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%
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%
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%
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-2

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%
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%
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%
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%

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 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	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%
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%
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.

Index Selector: If You elect the Index Selector 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 Stock Index
MetLife MSCI EAFE Index
MetLife Russell 2000 Index
MetLife Mid Cap Stock Index

A-4

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 or visiting dfinview.com/metlife/tahd/MET000220.

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: C000036683

EQUITY ADVANTAGE VUL and

FLEXIBLE PREMIUM MULTIFUNDED LIFE INSURANCE POLICY

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 for the Equity Advantage VUL Policy and Flexible Premium Multifunded Life Insurance Policy (the "Policy" or "Policies") dated April29, 2024 and should be read in conjunction therewith. A copy of the Prospectus for the Policies and the Portfolios may be found online at https://dfinview.com/metlife/tahd/MET000220 or by calling 1-800-638-5000.

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
THE COMPANY AND THE SEPARATE ACCOUNT	SAI-3
DISTRIBUTION OF THE POLICIES	SAI-3
NON-PRINCIPAL RISKS OF INVESTING IN THE POLICY	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
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	SAI-6
FINANCIAL STATEMENTS	SAI-6

SAI-2

THE COMPANY AND THE SEPARATE ACCOUNT

Metropolitan Life Insurance Company (“MetLife”, “Metropolitan Life”, “we”, “us”, “our” 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. 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. MetLife, Inc. is a holding company.

We established the Separate Account under New York law on December 13, 1988. The Separate Account receives premium payments from the Policies described in the Prospectus and other variable life insurance policies that we issue. We have registered the Separate Account as a unit investment trust under the Investment Company Act of 1940 (the “1940 Act”).

For more information about MetLife, please visit our website at www.metlife.com

DISTRIBUTION OF THE POLICIES

MetLife Investors Distribution Company (“MLIDC”), 200 Park Avenue, New York, New York 10166, is the principal underwriter and distributor of the Policies and the offering is continuous. MLIDC, which is our affiliate, is registered under the Securities Exchange Act of 1934 as a broker-dealer and is a member of the Financial Industry Regulatory Authority (“FINRA”).

The Policies were sold through licensed life insurance sales representatives associated with our former affiliates MetLife Securities, Inc. (“MSI”) and New England Securities Corporation (which merged into MSI effective January 2, 2015). On July 1, 2016, MSI was sold by MetLife, Inc. to Massachusetts Mutual Life Insurance Company and is no longer our affiliate. The Policies may also have been sold through licensed life insurance sales representatives associated with other broker-dealers with which MLIDC entered into a selling agreement.

The Policies are no longer sold.

Commissions on the Policies

MLIDC received sales compensation with respect to the Policies in the following amounts. 

Fiscal Year	Aggregate Amount of Commissions Paid to Distributor	Aggregate Amount of Commissions Retained by Distributor After Payments to Selling Firms
2023	$2,430,464	$0
2022	$2,816,289	$0
2021	$3,385,251	$0

The calculation of maximum commissions payable for the Policies is described in the prospectus.

SAI-3

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 Portfolio’s 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 Division from the Portfolio(s), 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

We will not contest your Policy after two Policy years from issue or reinstatement (excluding riders added later). We will not contest an increase in a death benefit after it has been in effect for two years.

MISSTATEMENT OF AGE OR SEX

We will adjust benefits to reflect the correct age and sex of the insured, if this information is not correct in the Policy application.

SAI-4

REPORTS

Generally, you will promptly receive statements confirming your significant transactions such as:

•

Change in specified face amount.

•

Change in death benefit options.

•

Changes in guarantees.

•

Transfers among Divisions (including those through Automated Investment Strategies, which are confirmed quarterly).

•

Partial withdrawals.

•

Loan amounts you request.

•

Loan repayments and premium payments.

If your premium payments are made through preauthorized checking arrangement or another systematic payment method, we will not send you any confirmation in addition to the one you receive from your bank or employer.

We will also send you an annual statement within 30 days after a Policy year. The statement will summarize the year’s transactions and include information on:

•

Deductions and charges.

•

Status of the death benefit.

•

Cash and cash surrender values.

•

Amounts in the Divisions and Fixed Account.

•

Status of Policy loans.

•

Automatic loans to pay interest.

•

Information on your modified endowment contract status (if applicable).

We will also make available a Portfolio's annual and semi-annual reports to shareholders. 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, underwriting 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 periods shown or to realize the Policy values shown in particular illustrations even if the average rate of return is realized.

SAI-5

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 of the Separate Account.

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.

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 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 Insurance Company 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)		Underwriting Contracts.
	(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 on April 30, 1997.)
	(ii)	Form of Selling Agreement. (Incorporated herein by reference to Post-Effective Amendment No. 18 to the Registrant’s Registration Statement on Form N-6 (File No. 033-47927) filed April 30, 2004.)
	(iii)	Amended and Restated Principal Underwriting Agreement with MLIDC dated October 1, 2018. (incorporated herein by reference to Post-Effective Amendment No. 31 to Registration Statement on Form N-4 for Metropolitan Life Separate Account E, (File No. 333-52366) filed April 23, 2019.)
	(iv)	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.)
(d)		Contracts.
	(i)	Specimen Old Product Flexible Premium Multi-funded Life Insurance Policy (including application and any alternative pages as required by state law) with form of riders, if any (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)	Specimen of New Product Flexible Premium Multi-funded Life Insurance Policy (including application and any alternative pages required by state law) with forms of riders. (Incorporated herein by reference to Post-Effective Amendment No. 7 to the Registrant’s Registration Statement on Form S-6 (File No. 033-47927) filed February 27, 1998.)
	(iii)	Riders for Disability Waiver Rider, and Accidental Death Benefit. (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.)
	(iv)	Riders for Accelerated Death Benefit, Children’s Term Insurance Benefit and Spouse Term Insurance Benefit. (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.)
	(v)	New York Endorsement of Old Product to Flexible Premium Multi-funded Life Insurance Policy. (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.)
	(vi)	Additional alternate pages for Old Product required by state law. (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.)
	(vii)	Endorsement adding death benefit Option C for Old Product. (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.)
	(viii)	Endorsement- Long-Term Care Guarantee Purchase. (Incorporated herein by reference to Post-Effective Amendment No. 12 to the Registrant’s Registration Statement on Form S-6 (File No. 033-47927) filed April 10, 2001.)
	(ix)	Endorsement- Death Benefit Adjustment. (Incorporated herein by reference to Post-Effective Amendment No. 18 to the Registrant’s Registration Statement on Form N-6 (File No. 033-47927) filed April 30, 2004.)
(e)		Applications.
	(i)	Application for Old Product Flexible Premium Multi-funded Life Insurance Policy. (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)	Application for New Product Flexible Premium Multi-funded Life Insurance Policy. (Incorporated herein by reference to Post-Effective Amendment No. 7 to the Registrant’s Registration Statement on Form S-6 (File No. 033- 47927) filed February 27,1998.)
	(iii)	Enterprise Application for Policy. (Incorporated herein by reference to Post-Effective Amendment No. 19 to the Registrant’s Registration Statement on Form N-6 (File No. 033-47927) filed April 29, 2005.)
(f)		Depositor’s Certificate of Incorporation and By-Laws.
	(i)	Amended and Restated By-Laws of Metropolitan Life Insurance Company (effective December 21, 2023). Filed herewith.
	(ii)	Amended and Restated Charter of Metropolitan Life Insurance Company (effective May 16, 2016). (Incorporated herein by reference to the Post-Effective Amendment No. 36 to to the Registrant's Registration Statement on Form N-6 (File No. 033-47927) filed on April 20, 2022.)
(g)	(i)	Reinsurance Contracts. (Incorporated herein by reference to Post-Effective Amendment No. 18 to the Registrant’s Registration Statement on Form N-6 (File No. 033-47927) filed April 30, 2004.)
	(ii)	Coinsurance and Modified Coinsurance Agreement between Metropolitan Life Insurance Company and First Allmerica Financial Life Insurance Company dated November 16, 2023. (Filed herewith.)
(h)		Participation Agreements.
	(i)	American Funds Insurance Series
	(i)(a)	Fund Participation Agreement among Metropolitan Life Insurance Company, American Funds Insurance Series and Capital Research and Management Company dated April 30, 2001. (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- 52366) filed August 3, 2001.)
	(i)(b)	Amendment No. 1 dated May 1, 2006; Amendment No. 2 dated April 28, 2008; and Amendment No. 3 dated November 10, 2008. (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) filed November 2, 2009.)
	(i)(c)	Amendment dated April 30, 2010. (Incorporated herein by reference to 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.)
	(i)(d)	Amendment No. 4 dated November 19, 2014 to Participation Agreement with American Funds. (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.)
	(i)(e)	Amendment dated as of June 7, 2021 to the Participation Agreement dated April 30, 2001 and May 16, 1989, as amended, by and among Metropolitan Life Insurance Company on behalf of itself and certain of its separate accounts; American Funds Insurance Series; and Capital Research and Management Company. (Incorporated herein by reference to the Post-Effective Amendment No. 36 to to the Registrant's Registration Statement on Form N-6 (File No. 033-47927) filed on April 20, 2022.)
	(ii)	Brighthouse Funds Trust I
	(ii)(a)	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 Registration Statement, (File No. 333-176654), for Metropolitan Life Separate Account E on Form N-4, on April 12, 2017.)
	(ii)(b)	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 Registration Statement on Form N-4 for Metropolitan Life Separate Account E (File No. 333-83716) filed on April 28, 2021.)
	(iii)	Brighthouse Funds Trust II
	(iii)(a)	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 Registration Statement, (File No. 333-176654), for Metropolitan Life Separate Account E on Form N-4, Filed April 12, 2017).

	(iii)(b)	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 Registration Statement on Form N-4 for Metropolitan Life Separate Account E (File No. 333-83716) filed on April 28, 2021.)
(i)		Administrative Contracts. None.
(j)		Other Material Contracts. None.
(k)		Legal Opinion. Opinion and Consent of Marie C. Swift as to the legality of the securities being registered. (Incorporated herein by reference to Post-Effective Amendment No. 18 to the Registrant’s Registration Statement on Form N-6 (File No. 033-47927) filed April 30, 2004.)
(l)		Actuarial Opinion. (Incorporated herein by reference to Post-Effective Amendment No. 22 to the Registrant’s Registration Statement on Form N-6 (File No. 033-47927) filed April 18, 2008.)
(m)		Calculation. Calculation Exhibit. (Incorporated herein by reference to Post-Effective Amendment No. 22 to the Registrant’s Registration Statement on Form N-6 (File No. 033-47927) filed April 18, 2008.)
(n)		Consent of Independent Registered Public Accounting Firm. (Filed herewith.)
(o)		Omitted Financial Statements. None.
(p)		Initial Capital Agreements. None.
(q)		Redeemability Exemption.
	(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)		Form of Initial Summary Prospectuses. 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
Michel A. Khalaf President and Chief Executive Officer MetLife, Inc. 200 Park Avenue New York, NY 10166	President, Chief Executive Officer and Director

Name and Principal Business Address	Positions and Offices with Depositor
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
Catherine R. Kinney Former President and Co-Chief Operating Officer New York Stock Exchange, Inc. 200 Park Avenue New York, NY 10166	Director

Name and Principal Business Address	Positions and Offices with Depositor
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 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

Name and Principal Business Address	Positions and Offices With Underwriter
Alexis Kuchinsky One MetLife Way Whippany, NJ 07981	Chief Compliance Officer
Geoffrey Fradkin 200 Park Avenue New York, NY 10166	Vice President
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. The following aggregated amount of commissions and other compensation was received by the Distributor, directly or indirectly, from the Registrant during their last fiscal year. 

(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 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 Contracts 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 Contracts.

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 April 23, 2024. 

Signature	Title
*
R. Glenn Hubbard	Chairman of the Board and Director
*
Michel A. Khalaf	President, 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 L. 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)(I)

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.

2

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

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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

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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

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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

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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)(II)

         

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

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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”                                                                

- 1 -

“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

- 10 -

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.(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. 033-47927/811-06025 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