-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, K0GRtVHnMSt27SND+4GTEuJgSJWUjdqW4By2Z5H6lM+1zLxZXG23HankD/ugTfFx Xb6mA1RkZt/6ikFziUgzwQ== 0000950123-03-011601.txt : 20031022 0000950123-03-011601.hdr.sgml : 20031022 20031022151054 ACCESSION NUMBER: 0000950123-03-011601 CONFORMED SUBMISSION TYPE: 485BPOS PUBLIC DOCUMENT COUNT: 13 FILED AS OF DATE: 20031022 EFFECTIVENESS DATE: 20031027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: METROPOLITAN LIFE SEPARATE ACCOUNT E CENTRAL INDEX KEY: 0000744043 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 485BPOS SEC ACT: 1933 Act SEC FILE NUMBER: 002-90380 FILM NUMBER: 03951807 BUSINESS ADDRESS: STREET 1: 1 MADISON AVE STREET 2: C/O METROPOLITAN LIFE INSURANCE CO CITY: NEW YORK STATE: NY ZIP: 10010 BUSINESS PHONE: 2125787360 MAIL ADDRESS: STREET 1: ONE MADISON AVE STREET 2: C/O METROPOLITAN LIFE INSURANCE CO CITY: NEW YORK STATE: NY ZIP: 10010 FILER: COMPANY DATA: COMPANY CONFORMED NAME: METROPOLITAN LIFE SEPARATE ACCOUNT E CENTRAL INDEX KEY: 0000744043 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 485BPOS SEC ACT: 1940 Act SEC FILE NUMBER: 811-04001 FILM NUMBER: 03951808 BUSINESS ADDRESS: STREET 1: 1 MADISON AVE STREET 2: C/O METROPOLITAN LIFE INSURANCE CO CITY: NEW YORK STATE: NY ZIP: 10010 BUSINESS PHONE: 2125787360 MAIL ADDRESS: STREET 1: ONE MADISON AVE STREET 2: C/O METROPOLITAN LIFE INSURANCE CO CITY: NEW YORK STATE: NY ZIP: 10010 485BPOS 1 y89033e485bpos.txt 485BPOS REGISTRATION NOS. 2-90380/811-4001 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ FORM N-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X] PRE-EFFECTIVE AMENDMENT NO. [ ] POST-EFFECTIVE AMENDMENT NO. 30 AND/OR REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X] [X] AMENDMENT NO. 56 ------------------------ METROPOLITAN LIFE SEPARATE ACCOUNT E (EXACT NAME OF REGISTRANT) METROPOLITAN LIFE INSURANCE COMPANY (EXACT NAME OF DEPOSITOR) 1 MADISON AVENUE, NEW YORK, NEW YORK 10010 (ADDRESS OF DEPOSITOR'S PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) (212) 578-5364 (DEPOSITOR'S TELEPHONE NUMBER, INCLUDING AREA CODE) ------------------------ JAMES L. LIPSCOMB, ESQ. EXECUTIVE VICE-PRESIDENT AND GENERAL COUNSEL METROPOLITAN LIFE INSURANCE COMPANY 1 MADISON AVENUE NEW YORK, NEW YORK 10010 (NAME AND ADDRESS OF AGENT FOR SERVICE) ------------------------ Copies to: DIANE E. AMBLER, ESQ. KIRKPATRICK & LOCKHART LLP 1800 MASSACHUSETTS AVENUE, NW WASHINGTON, DC 20036 ------------------------ IT IS PROPOSED THAT THE FILING WILL BECOME EFFECTIVE: [ ] immediately upon filing pursuant to paragraph (b) of Rule 485 [X] on October 27, 2003 pursuant to paragraph (b) of Rule 485 [ ] 60 days after filing pursuant to paragraph (a)(1) of Rule 485 [ ] on (date) pursuant to paragraph (a)(1) of Rule 485 [ ] on the seventy-fifth day after filing pursuant to paragraph (a)(2) of Rule 485 [ ] on (date) pursuant to paragraph (a)(2) of Rule 485 PURSUANT TO RULE 24f-2 UNDER THE INVESTMENT COMPANY ACT OF 1940, THE REGISTRANT HAS REGISTERED AN INDEFINITE AMOUNT OF SECURITIES. REGISTRANT'S RULE 24f-2 NOTICE FOR THE YEAR ENDED DECEMBER 31, 2002 WAS FILED WITH THE COMMISSION ON OR ABOUT MARCH 31, 2003. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- METROPOLITAN LIFE SEPARATE ACCOUNT E FORM N-4 UNDER THE SECURITIES ACT OF 1933 AND THE INVESTMENT COMPANY ACT OF 1940 CROSS REFERENCE SHEET (PURSUANT TO RULE 481(A))
FORM N-4 ITEM NO. PROSPECTUS HEADING - -------- ------------------ 1. Cover Page................................ Cover Page 2. Definitions............................... Important Terms You Should Know 3. Synopsis.................................. Table of Expenses 4. Condensed Financial Information........... Accumulation Unit Values Table; Annuity Unit Tables; General Information--Advertising Performance; General Information--Financial Statements 5. General Description of Registrant, Depositor, and Portfolio Companies...... MetLife; Metropolitan Life Separate Account E; Your Investment Choices; General Information--Voting Rights 6. Deductions and Expenses................... Table of Expenses; Deferred Annuities--Charges; Deferred Annuities--Early Withdrawal Charges; Deferred Annuities--Premium and Other Taxes; Income Annuities--Charges; Income Annuities--Premium and Other Taxes; General Information--Who Sells the Deferred Annuities and Income Annuities; Appendix--Premium Tax Table 7. General Description of Variable Annuity... Variable Annuities; Deferred Annuities--Purchase Payments (Allocation of Purchase Payments and Limits on Purchase Payments); Deferred Annuities--Transfers; Income Annuities--Income Payment Types; Income Annuity--Allocation; Income Annuity--Reallocation Privilege; General Information--Administration (Purchase Payments/Confirming Transactions/Processing Transactions by Telephone or Internet/Changes to Your Deferred Annuity or Income Annuity/ When We Can Cancel Your Deferred Annuity or Income Annuity) 8. Annuity Period............................ Important Terms You Should Know; Deferred Annuities--Pay-out Options (or Income Options); Income Annuities--Income Payment Types/The Value of Your Income Payments 9. Death Benefit............................. Deferred Annuities--Death Benefit; Income Annuities--Death Benefit
1
FORM N-4 ITEM NO. PROSPECTUS HEADING - -------- ------------------ 10. Purchases and Annuity Values.............. MetLife; Metropolitan Life Separate Account E; Deferred Annuities--Purchase Payments (Allocation of Purchase Payments and Limits on Purchase Payments); The Value of Your Investment; Income Annuities--Minimum Purchase Payment; Income Annuities--Income Payment Types; Allocation; The Value of Your Income Payments; General Information-- Administration (Purchase Payments) 11. Redemptions............................... Deferred Annuities--Access to Your Money (Account Reduction Loans, Systematic Withdrawal Program for TSA Deferred Annuities, Systematic Withdrawal Program for Enhanced TSA and IRA Deferred Annuities; Systematic Withdrawal Program and Minimum Distribution); Deferred Annuities--Early Withdrawal Charges (When No Early Withdrawal Charge Applies and When A Different Early Withdrawal Charge May Apply); General Information--When We Can Cancel Your Deferred Annuity or Income Annuity; Appendix II for Texas Optional Retirement Program; Income Annuities--Withdrawal Option 12. Taxes..................................... Income Taxes 13. Legal Proceedings......................... Not Applicable 14. Table of Contents of the Statement of Additional Information.................. Table of Contents of the Statement of Additional Information 15. Cover Page................................ Cover Page 16. Table of Contents......................... Table of Contents 17. General Information and History........... Not Applicable 18. Services.................................. Independent Auditors; Services; Distribution of Certificates and Interests in the Deferred Annuities and Income Annuities 19. Purchase of Securities Being Offered...... Not Applicable 20. Underwriters.............................. Distribution of Certificates and Interests in the Deferred Annuities and Income Annuities; Early Withdrawal Charge 21. Calculation of Performance Data........... Performance Data 22. Annuity Payments.......................... Variable Income Payments 23. Financial Statements...................... Financial Statements of the Separate Account; Financial Statements of MetLife
2 The purpose of this Registration Statement Filing is to reflect revisions to the "C" prospectus for Preference Plus(R) Account Deferred Annuities and Income Annuities Contracts and the Statement of Additional Information, as included herein. It is not intended to and does not affect or supersede the "A" and "B" prospectuses, dated May 1, 2003, for the Preference Plus Account Deferred Annuities and Income Annuities (which relates to the following tax markets: Individual Retirement Annuities, Roth Individual Retirement Annuities, SIMPLE Individual Retirement Annuities, Non-Qualified Annuities, Simplified Employee Pensions, Tax Sheltered Annuities, Public Employee Deferred Compensation, Keogh and Qualified Annuity Plans under Section 403(a) of the Internal Revenue Code), which appear in Registrant's previous Registration Statement filing under this same file number, dated April 10, 2003, and which have not changed or been included in this filing. In addition, this filing is not intended to and does not affect or supersede the prospectus, dated May 1, 2003, for the Financial Freedom Account Deferred Annuities and Income Annuities Contracts and the Statement of Additional Information for the Preference Plus Account and Financial Freedom Account Group and Individual Deferred Annuity and Income Annuity Contracts, which also appear in the Registrant's previous Registration Statement filing under this same file number, dated April 10, 2003, and which has not changed or been included in this filing. OCTOBER 27, 2003 PREFERENCE PLUS(R) ACCOUNT VARIABLE DEFERRED AND INCOME ANNUITY CONTRACTS (THE INCOME ANNUITIES MAY ALSO BE KNOWN AS METLIFE PERSONAL INCOMEPLUS(SM) ANNUITY CONTRACTS) ISSUED BY METROPOLITAN LIFE INSURANCE COMPANY This Prospectus describes group non-qualified and qualified Preference Plus Account contracts for deferred variable annuities ("Deferred Annuities") and Preference Plus Account contracts (which also may be known as MetLife Personal IncomePlus) variable income annuities ("Income Annuities"). - -------------------------------------------------------------------------------- You decide how to allocate your money among the various available investment choices for the Deferred Annuities. The investment choices available are listed in the contract for your Deferred Annuity. The investment choices available to allocate your purchase payment for the Income Annuity are listed in this Prospectus. Your choices may include the Fixed Interest Account/Fixed Income Option (not described in this Prospectus) and investment divisions available through Metropolitan Life Separate Account E which, in turn, invest in the following corresponding portfolios of the Metropolitan Series Fund, Inc. ("Metropolitan Fund"), portfolios of the Met Investors Series Trust ("Met Investors Fund") and funds of the American Funds Insurance Series ("American Funds"). For convenience, the portfolios and the funds are referred to as Portfolios in this Prospectus. LEHMAN BROTHERS(R) AGGREGATE BOND INDEX METLIFE MID CAP STOCK INDEX PIMCO TOTAL RETURN HARRIS OAKMARK FOCUSED VALUE SALOMON BROTHERS U.S. GOVERNMENT NEUBERGER BERMAN PARTNERS MID CAP VALUE STATE STREET RESEARCH BOND INCOME JANUS MID CAP SALOMON BROTHERS STRATEGIC BOND STATE STREET RESEARCH AGGRESSIVE GROWTH OPPORTUNITIES T. ROWE PRICE MID-CAP GROWTH (FORMERLY STATE STREET RESEARCH DIVERSIFIED MFS MID CAP GROWTH) LORD ABBETT BOND DEBENTURE LOOMIS SAYLES SMALL CAP AMERICAN FUNDS GROWTH-INCOME RUSSELL 2000(R) INDEX METLIFE STOCK INDEX STATE STREET RESEARCH AURORA MFS INVESTORS TRUST FRANKLIN TEMPLETON SMALL CAP GROWTH MFS RESEARCH MANAGERS T. ROWE PRICE SMALL CAP GROWTH STATE STREET RESEARCH INVESTMENT TRUST PIMCO INNOVATION DAVIS VENTURE VALUE SCUDDER GLOBAL EQUITY HARRIS OAKMARK LARGE CAP VALUE MFS RESEARCH INTERNATIONAL AMERICAN FUNDS GROWTH MORGAN STANLEY EAFE(R) INDEX JANUS AGGRESSIVE GROWTH PUTNAM INTERNATIONAL STOCK MET/PUTNAM VOYAGER (FORMERLY PUTNAM LARGE AMERICAN FUNDS GLOBAL SMALL CAP GROWTH) CAPITALIZATION T. ROWE PRICE LARGE CAP GROWTH
HOW TO LEARN MORE: Before investing, read this Prospectus. The Prospectus contains information about the Deferred Annuities, the Income Annuities and Metropolitan Life Separate Account E which you should know before investing. Keep this Prospectus for future reference. For more information, request a copy of the Statement of Additional Information ("SAI"), dated May 1, 2003, as supplemented on October 27, 2003. The SAI is considered part of this Prospectus as though it were included in the Prospectus. The Table of Contents of the SAI appears on page C-PPA-79 of this Prospectus. To request a free copy of the SAI or to ask questions about the Deferred Annuity (including questions about annuitizing your Deferred Annuity), write or call: Metropolitan Life Insurance Company 1600 Division Road West Warwick, RI 02893 Phone: (800) 638-7732 To request a free copy of the SAI or to ask questions about the Income Annuity, write or call: Metropolitan Life Insurance Company P.O. Box 406904 Atlanta, GA 30384-6904 Toll Free Phone: (866) 438-6477 [SNOOPY WITH BRIEFCASE GRAPHIC] The Securities and Exchange Commission has a Web site (http://www.sec.gov) which you may visit to view this Prospectus, SAI and other information. The Securities and Exchange Commission has not approved or disapproved these securities or determined if this Prospectus is truthful or complete. Any representation otherwise is a criminal offense. This Prospectus is not valid unless attached to the current Metropolitan Fund, Met Investors Fund and American Funds prospectuses which are attached to the back of this Prospectus. You should also read these Prospectuses carefully before purchasing a Deferred Annuity or Income Annuity. DEFERRED ANNUITIES AVAILABLE: -- Non-Qualified -- Traditional IRA -- Roth IRA -- Unallocated Keogh INCOME ANNUITIES AVAILABLE: -- Non-Qualified -- Qualified A WORD ABOUT INVESTMENT RISK: An investment in any of these variable annuities involves investment risk. You could lose money you invest. Money invested is NOT: -- a bank deposit or obligation; -- federally insured or guaranteed; or -- endorsed by any bank or other financial institution. [METLIFE LOGO] TABLE OF CONTENTS IMPORTANT TERMS YOU SHOULD KNOW........... ........... C-PPA-4 TABLE OF EXPENSES.................. .................. C-PPA-7 ACCUMULATION UNIT VALUES TABLE............ ........... C-PPA-12 ANNUITY UNIT VALUES TABLE.............. .............. C-PPA-21 METLIFE....................... ....................... C-PPA-30 METROPOLITAN LIFE SEPARATE ACCOUNT E......... ........ C-PPA-30 VARIABLE ANNUITIES.................. ................. C-PPA-30 A Deferred Annuity................................. C-PPA-31 An Income Annuity.................................. C-PPA-31 YOUR INVESTMENT CHOICES............... ............... C-PPA-32 DEFERRED ANNUITIES.................. ................. C-PPA-34 The Deferred Annuity and Your Retirement Plan...... C-PPA-34 Automated Investment Strategies.................... C-PPA-35 Purchase Payments.................................. C-PPA-36 Allocation of Purchase Payments................. C-PPA-36 Automated Purchase Payments..................... C-PPA-36 Limits on Purchase Payments..................... C-PPA-37 The Value of Your Investment....................... C-PPA-37 Transfers.......................................... C-PPA-38 Access to Your Money............................... C-PPA-39 Systematic Withdrawal Program................... C-PPA-39 Minimum Distribution............................ C-PPA-41 Contract Fee....................................... C-PPA-41 Charges............................................ C-PPA-41 Insurance-Related Charge........................ C-PPA-41 Investment-Related Charge....................... C-PPA-41 Premium and Other Taxes............................ C-PPA-42 Early Withdrawal Charges........................... C-PPA-42 When No Early Withdrawal Charge Applies......... C-PPA-43 When A Different Early Withdrawal Charge May Apply......................................... C-PPA-46 Free Look.......................................... C-PPA-47 Death Benefit...................................... C-PPA-47 Pay-out Options (or Income Options)................ C-PPA-48 INCOME ANNUITIES................... .................. C-PPA-49 Income Payment Types............................... C-PPA-50 Withdrawal Option.................................. C-PPA-52 Requesting a Withdrawal......................... C-PPA-54 Death Benefit...................................... C-PPA-54
C-PPA- 2 Minimum Purchase Payment........................... C-PPA-55 Minimum Size of Your Income Payment................ C-PPA-55 The Value of Your Income Payments.................. C-PPA-55 Reallocation Privilege............................. C-PPA-58 Contract Fee....................................... C-PPA-60 Charges............................................ C-PPA-60 Insurance-Related Charge........................ C-PPA-60 Investment-Related Charge....................... C-PPA-61 Withdrawal Processing Fee....................... C-PPA-61 Premium and Other Taxes............................ C-PPA-61 Free Look.......................................... C-PPA-62 GENERAL INFORMATION................. ................. C-PPA-63 Administration..................................... C-PPA-63 Purchase Payments............................... C-PPA-63 Confirming Transactions......................... C-PPA-63 Processing Transactions......................... C-PPA-64 By Telephone or Internet...................... C-PPA-64 After Your Death.............................. C-PPA-65 Third Party Requests.......................... C-PPA-65 Valuation -- Suspension of Payments........... C-PPA-66 Advertising Performance............................ C-PPA-66 Changes to Your Deferred Annuity or Income Annuity ........................................ C-PPA-69 Voting Rights...................................... C-PPA-69 Who Sells the Deferred Annuities and Income Annuities ...................................... C-PPA-70 Financial Statements............................... C-PPA-71 Your Spouse's Rights............................... C-PPA-71 When We Can Cancel Your Deferred Annuity or Income Annuity......................................... C-PPA-71 INCOME TAXES..................... .................... C-PPA-72 TABLE OF CONTENTS FOR THE STATEMENT OF ADDITIONAL INFORMATION.................... .................... C-PPA-88 APPENDIX FOR PREMIUM TAX TABLE............ ........... C-PPA-89
MetLife does not intend to offer the Deferred Annuities or Income Annuities anywhere they may not lawfully be offered and sold. MetLife has not authorized any information or representations about the Deferred Annuities or Income Annuities other than the information in this Prospectus, the attached prospectuses, supplements to the prospectuses or any supplemental sales material we authorize. [CHARLIE BROWN GRAPHIC] C-PPA- 3 IMPORTANT TERMS YOU SHOULD KNOW ACCOUNT BALANCE When you purchase a Deferred Annuity, an account is set up for you. Your Account Balance is the total amount of money credited to you under your Deferred Annuity including money in the investment divisions of the Separate Account and the Fixed Interest Account. ACCUMULATION UNIT VALUE With a Deferred Annuity, money paid-in or transferred into an investment division of the Separate Account is credited to you in the form of accumulation units. Accumulation units are established for each investment division. We determine the value of these accumulation units at the close of the Exchange each day the Exchange is open for regular trading. The Exchange usually closes at 4 p.m. but may close earlier or later. The values increase or decrease based on the investment performance of the corresponding underlying portfolios. ANNUITY PURCHASE RATE The annuity purchase rate is based on the annuity income type you purchase (which may include a withdrawal option), assumed investment return or interest rate and your age, sex and number of payments remaining. Each time you request a reallocation between the Fixed Income Option and the investment divisions of the Separate Account or request a withdrawal (if your Income Annuity has this feature), the annuity purchase rate is reset to reflect any changes in these components. The reset annuity purchase rate represents the assumed investment return or interest rate and your age, sex and number of payments remaining as if you were purchasing the annuity contract on the date of the reallocation or withdrawal. ANNUITY UNIT VALUE With an Income Annuity or variable pay-out option, the money paid-in or reallocated into an investment division of the Separate Account is held in the form of annuity units. Annuity units are established for each investment division. We determine the value of these annuity units at the close of the Exchange each day the New York Stock Exchange is open for regular trading. The Exchange usually closes at 4 p.m. but may close earlier or later. The values increase or decrease based on the investment performance of the corresponding underlying portfolios. [SNOOPY WITH POINTER GRAPHIC] C-PPA- 4 ASSUMED INVESTMENT RETURN (AIR) Under an Income Annuity or variable pay-out option, the AIR is a percentage rate of return assumed to determine the amount of the first variable income payment. The AIR is also the benchmark that is used to calculate the investment performance of a given investment division to determine all subsequent payments to you. CONTRACT A contract is the legal agreement between you and MetLife or between MetLife and the employer, plan trustee or other entity, or the certificate issued to you under a group annuity contract. You as the participant or annuitant receive a certificate under the Contract. This document contains relevant provisions of your Deferred Annuity or Income Annuity. MetLife issues contracts for each of the annuities described in this Prospectus. CONTRACT YEAR Generally, the Contract Year for a Deferred Annuity is the period ending on the last day of the month in which the anniversary of when we issued the annuity occurs and each following 12 month period. However, for the unallocated Keogh Deferred Annuity depending on underwriting and plan requirements, the first Contract Year may range from the initial three to 15 month period after the contract is issued. EARLY WITHDRAWAL CHARGE The early withdrawal charge is an amount we deduct from your Account Balance, if you withdraw money prematurely from a Deferred Annuity. This charge is often referred to as a deferred sales load or back-end sales load. EXCHANGE In this Prospectus, the New York Stock Exchange is referred to as the "Exchange". INVESTMENT DIVISION Investment divisions are subdivisions of the Separate Account. When you allocate a purchase payment, transfer money or make reallocations to an investment division, the investment division purchases shares of a portfolio (with the same name) within the Metropolitan Fund, Met Investors Fund or American Funds. C-PPA- 5 METLIFE MetLife is Metropolitan Life Insurance Company, which is the company that issues the Deferred Annuities and Income Annuities. Throughout this Prospectus, MetLife is also referred to as "we," "us" or "our." METLIFE DESIGNATED OFFICE The MetLife Designated Office is the MetLife office that will generally handle the administration of your Deferred Annuity or Income Annuity. Your quarterly statement, payment statement and/or check stub will indicate the address of your MetLife Designated Office. The telephone number to call to initiate a request is 1-800-638-7732 for Deferred Annuities (including requests about the pay-out phase of your Deferred Annuity) and 1-866-438-6477 for Income Annuities. SEPARATE ACCOUNT A separate account is an investment account. All assets contributed to investment divisions under the Deferred Annuities and Income Annuities are pooled in the Separate Account and maintained for the benefit of investors in Deferred Annuities and Income Annuities. VARIABLE ANNUITY An annuity in which returns/income payments are based upon the performance of investments such as stocks and bonds held by one or more underlying portfolios. You assume the investment risk for any amounts allocated to the investment divisions in a variable annuity. YOU In this Prospectus, depending on the context, "you" may mean either the purchaser of the Deferred Annuity or Income Annuity or the participant or annuitant for whom money is invested under group arrangements. In cases where we are referring to giving instructions or making payments to us for the unallocated Keogh Deferred Annuity, "you" means the trustee of the Keogh plan. C-PPA- 6 TABLE OF EXPENSES -- PREFERENCE PLUS DEFERRED ANNUITIES AND PREFERENCE PLUS (MAY ALSO BE KNOWN AS METLIFE PERSONAL INCOMEPLUS) INCOME ANNUITIES The following tables describe the expenses you will pay when you buy, hold or withdraw amounts from your Deferred Annuity or Income Annuity. The first table describes charges you will pay at the time you purchase the Deferred Annuity or Income Annuity, make withdrawals from your Deferred Annuity or Income Annuity or make transfers/reallocations between the investment divisions of your Deferred Annuity or Income Annuity. The tables do not show premium and other taxes which may apply. There are no fees for the Fixed Income Option. - -------------------------------------------------------------------------------- CONTRACT OWNER TRANSACTION EXPENSES Sales Load Imposed on Purchase Payments................... None Early Withdrawal Charge (as a percentage of each purchase payment funding the withdrawal during the pay-in phase) (1)............................................. Up to 7% Exchange Fee for Deferred Annuities....................... None Surrender Fee for Deferred Annuities...................... None Withdrawal Processing Fee (2)......................$95 for each withdrawal Reallocation Fee (2)..................................Current Charge: None Maximum Guaranteed Charge: $30
1 AN EARLY WITHDRAWAL CHARGE OF UP TO 7% MAY APPLY IF YOU WITHDRAW PURCHASE PAYMENTS WITHIN 7 YEARS OF WHEN THEY WERE CREDITED TO YOUR DEFERRED ANNUITY. THE CHARGE ON PURCHASE PAYMENTS IS CALCULATED ACCORDING TO THE FOLLOWING SCHEDULE: DURING PURCHASE PAYMENT YEAR 1........................................................... 7% 2........................................................... 6% 3........................................................... 5% 4........................................................... 4% 5........................................................... 3% 6........................................................... 2% 7........................................................... 1% THEREAFTER.................................................. 0%
THERE ARE TIMES WHEN THE EARLY WITHDRAWAL CHARGE DOES NOT APPLY TO AMOUNTS THAT ARE WITHDRAWN FROM A DEFERRED ANNUITY. FOR EXAMPLE, EACH CONTRACT YEAR YOU MAY TAKE THE GREATER OF 10% (20% UNDER CERTAIN DEFERRED ANNUITIES) OF YOUR ACCOUNT BALANCE OR YOUR PURCHASE PAYMENTS MADE OVER 7 YEARS AGO FREE OF EARLY WITHDRAWAL CHARGES. 2 SUBJECT TO METLIFE'S UNDERWRITING REQUIREMENTS, WE MAY MAKE AVAILABLE A WITHDRAWAL OPTION UNDER YOUR INCOME ANNUITY. IF THE WITHDRAWAL OPTION IS AVAILABLE UNDER YOUR INCOME ANNUITY, YOU CAN CHOOSE TO ADD A WITHDRAWAL OPTION THAT PERMITS YOU TO WITHDRAW AMOUNTS FROM YOUR ANNUITY. THIS OPTION IS DESCRIBED IN MORE DETAIL LATER IN THIS PROSPECTUS. CHOOSING THIS OPTION WILL TYPICALLY RESULT IN LOWER INCOME PAYMENTS THAN IF THIS FEATURE HAD NOT BEEN CHOSEN. WE RESERVE THE RIGHT TO LIMIT REALLOCATIONS AS DESCRIBED LATER IN THIS PROSPECTUS. WE RESERVE THE RIGHT TO IMPOSE A REALLOCATION FEE. THE AMOUNT OF THIS FEE WILL BE NO GREATER THAN $30 PER REALLOCATION. - -------------------------------------------------------------------------------- The second table describes the fees and expenses that you will bear periodically during the time you hold the Deferred Annuity or Income Annuity, but does not include fees and expenses for the Portfolios. Annual Contract Fee for Deferred Annuities (3).............. None Separate Account Charge (as a percentage of your average account value) (4) General Administrative Expenses Charge.................... .20% Mortality and Expense Risk Charge......................... .75% Total Separate Account Annual Charge... Maximum Guaranteed Charge: .95%
3 A $20 ANNUAL CONTRACT FEE IS IMPOSED ON MONEY IN THE FIXED INTEREST ACCOUNT. THIS FEE MAY BE WAIVED UNDER CERTAIN CIRCUMSTANCES. 4 PURSUANT TO THE TERMS OF THE CONTRACT, OUR TOTAL SEPARATE ACCOUNT CHARGE WILL NOT EXCEED .95% OF YOUR AVERAGE BALANCE IN THE INVESTMENT DIVISIONS FOR THE DEFERRED ANNUITIES OR THE AMOUNT OF UNDERLYING PORTFOLIO SHARES WE HAVE DESIGNATED IN THE INVESTMENT DIVISIONS TO GENERATE YOUR INCOME PAYMENTS FOR THE INCOME ANNUITIES. FOR PURPOSES OF PRESENTATION HERE, WE ESTIMATED THE ALLOCATION BETWEEN GENERAL ADMINISTRATIVE EXPENSES AND THE MORTALITY AND EXPENSE RISK CHARGE. THE RATE THAT APPLIES MAY BE LESS THAN THE MAXIMUM RATE, AS DESCRIBED IN MORE DETAIL LATER IN THIS PROSPECTUS. IF THE INCOME ANNUITY IS PURCHASED DIRECTLY FROM METLIFE, THE RATE THAT APPLIES ALSO MAY BE LESS THAN THE MAXIMUM RATE DEPENDING ON THE LEVEL OF DISTRIBUTION ASSISTANCE PROVIDED TO US BY YOUR EMPLOYER, ASSOCIATION OR GROUP. THE LEVELS DEPEND ON VARIOUS FACTORS PERTAINING TO THE AMOUNT OF ACCESS WE ARE GIVEN TO POTENTIAL PURCHASERS. THE RATE THAT APPLIES IS STATED IN YOUR INCOME ANNUITY. - -------------------------------------------------------------------------------- C-PPA- 7 TABLE OF EXPENSES (CONTINUED) The third table shows the minimum and maximum total operating expenses charged by the Portfolios, as well as the operating expenses for each Portfolio, that you may bear periodically while you hold the Deferred Annuity or the Income Annuity. All of the Portfolios listed below are Class A except for the Portfolios of the American Funds, which are Class 2 Portfolios. More details concerning the Metropolitan Fund, the Met Investors Fund and the American Funds fees and expenses are contained in their respective prospectuses.
Total Annual Metropolitan Fund, Met Investors Fund and American Funds Minimum Maximum Operating Expenses for the fiscal year ending December 31, 2002 (expenses that are deducted from these Funds' assets include management fees, distribution fees (12b-1 fees) and other expenses).................................................. .31% 1.86% After Waiver and/or Reimbursement of Expenses (5)(6).......... .31% 1.15%
5 MET INVESTORS ADVISORY LLC ("METLIFE INVESTORS") AND MET INVESTORS FUND HAVE ENTERED INTO AN EXPENSE LIMITATION AGREEMENT WHEREBY, UNTIL AT LEAST APRIL 30, 2004, METLIFE INVESTORS HAS AGREED TO WAIVE ITS INVESTMENT MANAGEMENT FEE OR PAY OPERATING EXPENSES (EXCLUSIVE OF INTEREST, TAXES, BROKERAGE COMMISSIONS, OR EXTRAORDINARY EXPENSES AND 12B-1 PLAN FEES) AS NECESSARY TO LIMIT TOTAL EXPENSES TO THE PERCENTAGE OF DAILY NET ASSETS TO THE FOLLOWING PERCENTAGES: 1.10% FOR THE PIMCO INNOVATION PORTFOLIO, 0.95% FOR THE T. ROWE PRICE MID-CAP GROWTH PORTFOLIO (FORMERLY MFS MID CAP GROWTH PORTFOLIO), 1.10% FOR THE MFS RESEARCH INTERNATIONAL PORTFOLIO, 0.75% FOR THE LORD ABBETT BOND DEBENTURE PORTFOLIO AND 0.90% FOR THE JANUS AGGRESSIVE GROWTH PORTFOLIO. UNDER CERTAIN CIRCUMSTANCES, ANY FEES WAIVED OR EXPENSES REIMBURSED BY THE INVESTMENT MANAGER MAY, WITH THE APPROVAL OF THE FUND'S BOARD OF TRUSTEES, BE REPAID TO THE INVESTMENT MANAGER. THE EFFECT OF SUCH WAIVER AND REIMBURSEMENT IS THAT PERFORMANCE RESULTS ARE INCREASED. 6 PURSUANT TO AN EXPENSE AGREEMENT, METLIFE ADVISERS, LLC ("METLIFE ADVISERS") HAS AGREED TO WAIVE ITS INVESTMENT MANAGEMENT FEE OR PAY OPERATING EXPENSES (EXCLUSIVE OF BROKERAGE COSTS, INTEREST, TAXES OR EXTRAORDINARY EXPENSES) AS NECESSARY TO LIMIT THE TOTAL OF SUCH EXPENSES TO THE ANNUAL PERCENTAGE OF AVERAGE DAILY NET ASSETS OF THE FOLLOWING PORTFOLIOS AS INDICATED:
PORTFOLIO PERCENTAGE --------- ---------- MORGAN STANLEY EAFE(R) INDEX PORTFOLIO 0.75 MET/PUTNAM VOYAGER PORTFOLIO 1.00 FRANKLIN TEMPLETON SMALL CAP GROWTH PORTFOLIO 1.15 MFS INVESTORS TRUST PORTFOLIO 1.00 MFS RESEARCH MANAGERS PORTFOLIO 1.00
THIS WAIVER OR AGREEMENT TO PAY IS SUBJECT TO THE OBLIGATION OF EACH CLASS OF THE PORTFOLIO (EXCEPT FOR THE MORGAN STANLEY EAFE(R) INDEX AND THE MET/PUTNAM VOYAGER PORTFOLIOS) SEPARATELY TO REPAY METLIFE ADVISERS SUCH EXPENSES IN FUTURE YEARS, IF ANY, WHEN THE PORTFOLIO'S CLASS'S EXPENSES FALL BELOW THE ABOVE PERCENTAGES IF CERTAIN CONDITIONS ARE MET. THE AGREEMENT MAY BE TERMINATED AT ANY TIME AFTER APRIL 30, 2004. THE EFFECT OF SUCH WAIVER AND REIMBURSEMENT IS THAT PERFORMANCE RESULTS ARE INCREASED.
B A+B=C A OTHER EXPENSES TOTAL EXPENSES METROPOLITAN FUND ANNUAL EXPENSES MANAGEMENT BEFORE BEFORE WAIVER/ for fiscal year ending December 31, 2002 (as a percentage of average net assets) FEES REIMBURSEMENT REIMBURSEMENT - ---------------------------------------------------------------------------------------------------------------------------------- Lehman Brothers(R) Aggregate Bond Index Portfolio... 0.25 0.09 0.34 Salomon Brothers U.S. Government Portfolio... 0.55 0.15 0.70 State Street Research Bond Income Portfolio (7)(10)... 0.40 0.11 0.51 Salomon Brothers Strategic Bond Opportunities Portfolio... 0.65 0.20 0.85 State Street Research Diversified Portfolio (7)(8)... 0.44 0.05 0.49 MetLife Stock Index Portfolio... 0.25 0.06 0.31 MFS Investors Trust Portfolio (6)(8)... 0.75 0.59 1.34 MFS Research Managers Portfolio (6)(8)... 0.75 0.39 1.14 State Street Research Investment Trust Portfolio (7)(8)... 0.49 0.05 0.54 Davis Venture Value Portfolio (7)(8)... 0.75 0.05 0.80 Harris Oakmark Large Cap Value Portfolio (7)(8)... 0.75 0.08 0.83 Met/Putnam Voyager Portfolio (6)(7)... 0.80 0.27 1.07 T. Rowe Price Large Cap Growth Portfolio (7)(8)... 0.63 0.14 0.77 MetLife Mid Cap Stock Index Portfolio... 0.25 0.18 0.43 Harris Oakmark Focused Value Portfolio... 0.75 0.07 0.82 Neuberger Berman Partners Mid Cap Value Portfolio (7)(8)... 0.69 0.11 0.80 C-D=E D TOTAL EXPENSES METROPOLITAN FUND ANNUAL EXPENSES WAIVER/ AFTER WAIVER/ for fiscal year ending December 31, 2002 (as a percentage of average net assets) REIMBURSEMENT REIMBURSEMENT - -------------------------------------------------------------------------------- ----------------------------- Lehman Brothers(R) Aggregate Bond Index Portfolio... 0.00 0.34 Salomon Brothers U.S. Government Portfolio... 0.00 0.70 State Street Research Bond Income Portfolio (7)(10)... 0.00 0.51 Salomon Brothers Strategic Bond Opportunities Portfolio... 0.00 0.85 State Street Research Diversified Portfolio (7)(8)... 0.00 0.49 MetLife Stock Index Portfolio... 0.00 0.31 MFS Investors Trust Portfolio (6)(8)... 0.34 1.00 MFS Research Managers Portfolio (6)(8)... 0.14 1.00 State Street Research Investment Trust Portfolio (7)(8)... 0.00 0.54 Davis Venture Value Portfolio (7)(8)... 0.00 0.80 Harris Oakmark Large Cap Value Portfolio (7)(8)... 0.00 0.83 Met/Putnam Voyager Portfolio (6)(7)... 0.07 1.00 T. Rowe Price Large Cap Growth Portfolio (7)(8)... 0.00 0.77 MetLife Mid Cap Stock Index Portfolio... 0.00 0.43 Harris Oakmark Focused Value Portfolio... 0.00 0.82 Neuberger Berman Partners Mid Cap Value Portfolio (7)(8)... 0.00 0.80
C-PPA- 8 TABLE OF EXPENSES (CONTINUED)
B A+B=C A OTHER EXPENSES TOTAL EXPENSES METROPOLITAN FUND ANNUAL EXPENSES MANAGEMENT BEFORE BEFORE WAIVER/ for fiscal year ending December 31, 2002 (as a percentage of average net assets) FEES REIMBURSEMENT REIMBURSEMENT - ---------------------------------------------------------------------------------------------------------------------------------- Janus Mid Cap Portfolio (7)... 0.69 0.06 0.75 State Street Research Aggressive Growth Portfolio (7)(8)... 0.73 0.06 0.79 Loomis Sayles Small Cap Portfolio (7)... 0.90 0.07 0.97 Russell 2000(R) Index Portfolio... 0.25 0.24 0.49 State Street Research Aurora Portfolio (7)... 0.85 0.10 0.95 Franklin Templeton Small Cap Growth Portfolio (6)(7)... 0.90 0.61 1.51 T. Rowe Price Small Cap Growth Portfolio (7)... 0.52 0.09 0.61 Scudder Global Equity Portfolio (7)... 0.64 0.17 0.81 Morgan Stanley EAFE(R) Index Portfolio (6)... 0.30 0.49 0.79 Putnam International Stock Portfolio (7)... 0.90 0.22 1.12 C-D=E D TOTAL EXPENSES METROPOLITAN FUND ANNUAL EXPENSES WAIVER/ AFTER WAIVER/ for fiscal year ending December 31, 2002 (as a percentage of average net assets) REIMBURSEMENT REIMBURSEMENT - -------------------------------------------------------------------------------- ----------------------------- Janus Mid Cap Portfolio (7)... 0.00 0.75 State Street Research Aggressive Growth Portfolio (7)(8)... 0.00 0.79 Loomis Sayles Small Cap Portfolio (7)... 0.00 0.97 Russell 2000(R) Index Portfolio... 0.00 0.49 State Street Research Aurora Portfolio (7)... 0.00 0.95 Franklin Templeton Small Cap Growth Portfolio (6)(7)... 0.36 1.15 T. Rowe Price Small Cap Growth Portfolio (7)... 0.00 0.61 Scudder Global Equity Portfolio (7)... 0.00 0.81 Morgan Stanley EAFE(R) Index Portfolio (6)... 0.04 0.75 Putnam International Stock Portfolio (7)... 0.00 1.12
B A+B=C A OTHER EXPENSES TOTAL EXPENSES MET INVESTORS FUND ANNUAL EXPENSES MANAGEMENT BEFORE BEFORE WAIVER/ for fiscal year ending December 31, 2002 (as a percentage of average net assets) FEES REIMBURSEMENT REIMBURSEMENT - ---------------------------------------------------------------------------------------------------------------------------------- PIMCO Total Return Portfolio... 0.50 0.15 0.65 Lord Abbett Bond Debenture Portfolio (5)(10)... 0.60 0.17 0.77 Janus Aggressive Growth Portfolio (5)(7)(8)(12)... 0.80 0.62 1.42 T. Rowe Price Mid-Cap Growth Portfolio (5)(7)(8)(11)... 0.75 0.45 1.20 PIMCO Innovation Portfolio (5)(8)... 0.95 0.78 1.73 MFS Research International Portfolio (5)(7)... 0.80 1.06 1.86 C-D=E D TOTAL EXPENSES MET INVESTORS FUND ANNUAL EXPENSES WAIVER/ AFTER WAIVER/ for fiscal year ending December 31, 2002 (as a percentage of average net assets) REIMBURSEMENT REIMBURSEMENT - -------------------------------------------------------------------------------- ----------------------------- PIMCO Total Return Portfolio... 0.00 0.65 Lord Abbett Bond Debenture Portfolio (5)(10)... 0.02 0.75 Janus Aggressive Growth Portfolio (5)(7)(8)(12)... 0.52 0.90 T. Rowe Price Mid-Cap Growth Portfolio (5)(7)(8)(11)... 0.25 0.95 PIMCO Innovation Portfolio (5)(8)... 0.63 1.10 MFS Research International Portfolio (5)(7)... 0.76 1.10
AMERICAN FUNDS CLASS 2 ANNUAL EXPENSES A B for fiscal year ending December 31, 2002 MANAGEMENT 12b-1 (as a percentage of average net assets) FEES FEES - ------------------------------------------------------------ American Funds Growth-Income Portfolio (7)(9).................. 0.34 0.25 American Funds Growth Portfolio (7)(9).................. 0.38 0.25 American Funds Global Small Capitalization Portfolio (7)(9)... 0.80 0.25 C A+B+C=D AMERICAN FUNDS CLASS 2 ANNUAL EXPENSES OTHER EXPENSES TOTAL EXPENSES for fiscal year ending December 31, 2002 BEFORE BEFORE WAIVER/ (as a percentage of average net assets) REIMBURSEMENT REIMBURSEMENT - ---------------------------------------- ------------------------------- American Funds Growth-Income Portfolio (7)(9).................. 0.01 0.60 American Funds Growth Portfolio (7)(9).................. 0.02 0.65 American Funds Global Small Capitalization Portfolio (7)(9)... 0.04 1.09 D-E=F AMERICAN FUNDS CLASS 2 ANNUAL EXPENSES E TOTAL EXPENSES for fiscal year ending December 31, 2002 WAIVER/ AFTER WAIVER/ (as a percentage of average net assets) REIMBURSEMENT REIMBURSEMENT - ---------------------------------------- ----------------------------- American Funds Growth-Income Portfolio (7)(9).................. 0.00 0.60 American Funds Growth Portfolio (7)(9).................. 0.00 0.65 American Funds Global Small Capitalization Portfolio (7)(9)... 0.00 1.09
7 EACH PORTFOLIO'S MANAGEMENT FEE DECREASES WHEN ITS ASSETS GROW TO CERTAIN DOLLAR AMOUNTS. THE "BREAK POINT" DOLLAR AMOUNTS AT WHICH THE MANAGEMENT FEE DECLINES ARE MORE FULLY EXPLAINED IN THE PROSPECTUS AND STATEMENT OF ADDITIONAL INFORMATION FOR EACH RESPECTIVE FUND. 8 CERTAIN METROPOLITAN FUND AND MET INVESTORS FUND SUB-INVESTMENT MANAGERS DIRECTED CERTAIN PORTFOLIO TRADES TO BROKERS WHO PAID A PORTION OF THE PORTFOLIO'S EXPENSES. IN ADDITION, MET INVESTORS FUND HAS ENTERED INTO ARRANGEMENTS WITH ITS CUSTODIAN WHEREBY CREDITS REALIZED AS A RESULT OF THIS PRACTICE WERE USED TO REDUCE A PORTION OF EACH PARTICIPATING PORTFOLIO'S EXPENSES. THE EXPENSE INFORMATION FOR THE METROPOLITAN FUND AND MET INVESTORS FUND PORTFOLIOS DOES NOT REFLECT THESE REDUCTIONS OR CREDITS. 9 THE AMERICAN FUNDS HAS ADOPTED A DISTRIBUTION PLAN UNDER RULE 12B-1 OF THE INVESTMENT COMPANY ACT OF 1940. THE DISTRIBUTION PLAN IS DESCRIBED IN MORE DETAIL IN THE FUND'S PROSPECTUS. WE ARE PAID THE RULE 12B-1 FEE IN CONNECTION WITH THE CLASS 2 SHARES OF THE AMERICAN FUNDS. 10 ON APRIL 29, 2002, THE STATE STREET RESEARCH INCOME PORTFOLIO OF THE METROPOLITAN FUND WAS MERGED INTO THE STATE STREET RESEARCH BOND INCOME PORTFOLIO OF THE NEW ENGLAND ZENITH FUND AND THE LOOMIS SAYLES HIGH YIELD BOND PORTFOLIO OF THE METROPOLITAN FUND WAS MERGED INTO THE LORD ABBETT BOND DEBENTURE PORTFOLIO OF THE MET INVESTORS FUND. 11 ON JANUARY 1, 2003, T. ROWE PRICE ASSOCIATES INC. BECAME THE SUB-INVESTMENT MANAGER FOR THE MFS MID CAP GROWTH PORTFOLIO WHICH CHANGED ITS NAME TO T. ROWE PRICE MID-CAP GROWTH PORTFOLIO. 12 ON APRIL 28, 2003, THE JANUS GROWTH PORTFOLIO OF THE METROPOLITAN FUND WAS MERGED INTO THE JANUS AGGRESSIVE GROWTH PORTFOLIO OF THE MET INVESTORS FUND. C-PPA- 9 TABLE OF EXPENSES (CONTINUED) EXAMPLES The examples are intended to help you compare the cost of investing in the Deferred Annuities and Income Annuities with the cost of investing in other variable annuity contracts. These costs include the contract owner transaction expenses (described in the first table), the Separate Account and other costs you bear while you hold the Deferred Annuity or Income Annuity (described in the second table) and the Portfolios and expenses (described in the third table). EXAMPLE 1. This example shows the dollar amount of expenses that you would bear directly or indirectly on a $10,000 investment for a Deferred Annuity for the time periods indicated. Your actual costs may be higher or lower. ASSUMPTIONS: -- there was no allocation to the Fixed Interest Account (no Contract Fee was charged); -- reimbursement and/or waiver of expenses was not in effect; -- you bear the minimum or maximum fees and expenses of any of the Portfolios; -- the underlying Portfolio earns a 5% annual return; and -- you fully surrender your Deferred Annuity with applicable early withdrawal charges deducted.
1 3 5 10 YEAR YEARS YEARS YEARS - ----------------------------------------------------------------------------------------------------------------- Maximum................................................... $917 $1,329 $1,769 $3,171 Minimum................................................... $757 $ 846 $ 959 $1,530
EXAMPLE 2. This example shows the dollar amount of expenses that you would bear directly or indirectly on a $10,000 investment for a Deferred Annuity for the time periods indicated. The example assumes that no income payments were made during the period. As a result, the numbers reflect the higher amount you would pay. Your actual costs may be higher or lower. ASSUMPTIONS: -- there was no allocation to the Fixed Interest Account (no Contract Fee was charged); -- reimbursement and/or waiver of expenses was not in effect; -- you bear the minimum or maximum fees and expenses of any of the Portfolios; -- the underlying Portfolio earns a 5% annual return; and -- you annuitize (elect a pay-out option under your Deferred Annuity under which you receive income payments over your lifetime or for a period of at least 5 full years) or do not surrender your Deferred Annuity. (No early withdrawal charges are deducted.)
1 3 5 10 YEAR YEARS YEARS YEARS - ----------------------------------------------------------------------------------------------------------------- Maximum.................................................... $288 $883 $1,502 $3,171 Minimum.................................................... $129 $402 $ 695 $1,530
C-PPA- 10 EXAMPLE 3. This example shows the dollar amount of expenses that you would bear directly or indirectly on a $10,000 investment for an Income Annuity for the time periods indicated. Your actual costs may be higher or lower. ASSUMPTIONS: -- there was no allocation to the Fixed Income Option; -- reimbursement and/or waiver of expenses was not in effect; -- you bear the minimum or maximum fees and expenses of any of the Portfolios; -- no withdrawals have been taken; -- the underlying Portfolio earns a 5% annual return; and -- the AIR is 3%.
1 3 5 10 YEAR YEARS YEARS YEARS - ----------------------------------------------------------------------------------------------------------------- Maximum.................................................... $275 $786 $1,245 $2,153 Minimum.................................................... $124 $361 $ 579 $1,036
C-PPA- 11 ACCUMULATION UNIT VALUES FOR EACH INVESTMENT DIVISION (For an accumulation unit outstanding throughout the period) These tables and bar charts show fluctuations in the Accumulation Unit Values for each investment division from year end to year end. The information in this table has been derived from the Separate Account's full financial statements or other reports (such as the annual report).
- ------------------------------------------------------------------------------------------------------ NUMBER OF BEGINNING OF YEAR END OF YEAR ACCUMULATION ACCUMULATION ACCUMULATION UNITS END OF YEAR PREFERENCE PLUS DEFERRED ANNUITIES YEAR UNIT VALUE UNIT VALUE (IN THOUSANDS) - ------------------------------------------------------------------------------------------------------ Lehman Brothers(R) Aggregate Bond Division (d)......................................... 2002 $ 11.62 $ 12.69 131 2001 10.92 11.62 134 2000 9.89 10.92 65 1999 10.12 9.89 61 1998 10.00 10.12 11 [GRAPH OF YEAR END ACCUMULATION UNIT VALUE] Year End Accumulation Unit Value PIMCO Total Return Division (e)............... 2002 10.57 11.47 49 2001 10.00 10.57 11 [GRAPH OF YEAR END ACCUMULATION UNIT VALUE] Year End Accumulation Unit Value Salomon Brothers U.S. Government Division (e)......................................... 2002 15.40 16.46 34 2001 14.56 15.40 32 [GRAPH OF YEAR END ACCUMULATION UNIT VALUE] Year End Accumulation Unit Value
[LUCY WITH STOCK TICKER GRAPHIC] C-PPA- 12 ACCUMULATION UNIT VALUES (CONTINUED) (For an accumulation unit outstanding throughout the period)
- ------------------------------------------------------------------------------------------------------ NUMBER OF BEGINNING OF YEAR END OF YEAR ACCUMULATION ACCUMULATION ACCUMULATION UNITS END OF YEAR PREFERENCE PLUS DEFERRED ANNUITIES YEAR UNIT VALUE UNIT VALUE (IN THOUSANDS) - ------------------------------------------------------------------------------------------------------ State Street Research Bond Income Division (c)......................................... 2002 $ 40.64 $ 43.61 100 2001 37.87 40.64 98 2000 34.38 37.87 106 1999 35.52 34.38 114 1998 32.77 35.52 161 1997 30.13 32.77 139 1996 29.36 30.13 128 1995 24.79 29.36 123 1994 25.83 24.79 125 1993 23.43 25.83 151 [GRAPH OF YEAR END ACCUMULATION UNIT VALUE] Year End Accumulation Unit Value Salomon Brothers Strategic Bond Opportunities Division (e)................................ 2002 16.56 17.99 9 2001 15.65 16.56 2 [GRAPH OF YEAR END ACCUMULATION UNIT VALUE] Year End Accumulation Unit Value State Street Research Diversified Division.... 2002 39.79 33.95 278 2001 42.89 39.79 295 2000 42.85 42.89 354 1999 39.79 42.85 365 1998 33.57 39.79 415 1997 28.11 33.57 390 1996 24.78 28.11 371 1995 19.69 24.78 346 1994 20.51 19.69 341 1993 18.36 20.51 360 [GRAPH OF YEAR END ACCUMULATION UNIT VALUE] Year End Accumulation Unit Value
C-PPA- 13 ACCUMULATION UNIT VALUES (CONTINUED) (For an accumulation unit outstanding throughout the period)
- ------------------------------------------------------------------------------------------------------ NUMBER OF BEGINNING OF YEAR END OF YEAR ACCUMULATION ACCUMULATION ACCUMULATION UNITS END OF YEAR PREFERENCE PLUS DEFERRED ANNUITIES YEAR UNIT VALUE UNIT VALUE (IN THOUSANDS) - ------------------------------------------------------------------------------------------------------ Lord Abbett Bond Debenture Division (b)(f).... 2002 $ 10.80 $ 10.84 19 2001 11.05 10.80 38 2000 11.26 11.05 33 1999 9.65 11.26 35 1998 10.53 9.65 33 1997 10.00 10.53 15 [GRAPH OF YEAR END ACCUMULATION UNIT VALUE] Year End Accumulation Unit Value American Funds Growth-Income Division (e)..... 2002 92.64 74.94 4 2001 91.20 92.64 1 [GRAPH OF YEAR END ACCUMULATION UNIT VALUE] Year End Accumulation Unit Value MetLife Stock Index Division.................. 2002 38.60 29.70 702 2001 44.36 38.60 706 2000 49.39 44.36 793 1999 41.28 49.39 733 1998 32.50 41.28 748 1997 24.83 32.50 701 1996 20.44 24.83 629 1995 15.07 20.44 518 1994 15.04 15.07 432 1993 13.86 15.04 399 [GRAPH OF YEAR END ACCUMULATION UNIT VALUE] Year End Accumulation Unit Value MFS Investors Trust Division (e).............. 2002 8.42 6.65 3 2001 10.11 8.42 2 [GRAPH OF YEAR END ACCUMULATION UNIT VALUE] Year End Accumulation Unit Value
C-PPA- 14 ACCUMULATION UNIT VALUES (CONTINUED) (For an accumulation unit outstanding throughout the period)
- ------------------------------------------------------------------------------------------------------ NUMBER OF BEGINNING OF YEAR END OF YEAR ACCUMULATION ACCUMULATION ACCUMULATION UNITS END OF YEAR PREFERENCE PLUS DEFERRED ANNUITIES YEAR UNIT VALUE UNIT VALUE (IN THOUSANDS) - ------------------------------------------------------------------------------------------------------ MFS Research Managers Division (e)............ 2002 $ 8.90 $ 6.69 2 2001 11.36 8.90 0 [GRAPH OF YEAR END ACCUMULATION UNIT VALUE] Year End Accumulation Unit Value State Street Research Investment Trust Division.................................... 2002 68.31 49.99 309 2001 83.10 68.31 327 2000 89.41 83.10 396 1999 76.19 89.41 399 1998 60.00 76.19 445 1997 47.19 60.00 443 1996 38.99 47.19 402 1995 29.57 38.99 334 1994 30.85 29.57 296 1993 27.22 30.85 258 [GRAPH OF YEAR END ACCUMULATION UNIT VALUE] Year End Accumulation Unit Value Davis Venture Value Division (a).............. 2002 27.60 22.86 19 2001 31.36 27.60 17 2000 30.70 31.36 4 [GRAPH OF YEAR END ACCUMULATION UNIT VALUE] Year End Accumulation Unit Value Harris Oakmark Large Cap Value Division (d)... 2002 11.70 9.95 92 2001 9.98 11.70 100 2000 8.96 9.98 12 1999 9.72 8.96 15 1998 10.00 9.72 2 [GRAPH OF YEAR END ACCUMULATION UNIT VALUE] Year End Accumulation Unit Value
C-PPA- 15 ACCUMULATION UNIT VALUES (CONTINUED) (For an accumulation unit outstanding throughout the period)
- ------------------------------------------------------------------------------------------------------ NUMBER OF BEGINNING OF YEAR END OF YEAR ACCUMULATION ACCUMULATION ACCUMULATION UNITS END OF YEAR PREFERENCE PLUS DEFERRED ANNUITIES YEAR UNIT VALUE UNIT VALUE (IN THOUSANDS) - ------------------------------------------------------------------------------------------------------ American Funds Growth Division (e)............ 2002 $124.56 $ 93.21 3 2001 153.64 124.56 2 [GRAPH OF YEAR END ACCUMULATION UNIT VALUE] Year End Accumulation Unit Value Janus Growth Division (e)(h).................. 2002 7.77 5.34 11 2001 10.00 7.77 8 [GRAPH OF YEAR END ACCUMULATION UNIT VALUE] Year End Accumulation Unit Value Met/Putnam Voyager Division (a)............... 2002 4.97 3.50 22 2001 7.25 4.97 36 2000 9.82 7.25 5 [GRAPH OF YEAR END ACCUMULATION UNIT VALUE] Year End Accumulation Unit Value T. Rowe Price Large Cap Growth Division (d)... 2002 11.73 8.92 54 2001 13.14 11.73 58 2000 13.33 13.14 78 1999 11.01 13.33 29 1998 10.00 11.01 3 [GRAPH OF YEAR END ACCUMULATION UNIT VALUE] Year End Accumulation Unit Value MetLife Mid Cap Stock Index Division (a)...... 2002 10.41 8.78 96 2001 10.64 10.41 63 2000 10.00 10.64 20 [GRAPH OF YEAR END ACCUMULATION UNIT VALUE] Year End Accumulation Unit Value Harris Oakmark Focused Value Division (e)..... 2002 27.50 24.83 33 2001 21.87 27.50 24 [GRAPH OF YEAR END ACCUMULATION UNIT VALUE] Year End Accumulation Unit Value
C-PPA- 16 ACCUMULATION UNIT VALUES (CONTINUED) (For an accumulation unit outstanding throughout the period)
- ------------------------------------------------------------------------------------------------------ NUMBER OF BEGINNING OF YEAR END OF YEAR ACCUMULATION ACCUMULATION ACCUMULATION UNITS END OF YEAR PREFERENCE PLUS DEFERRED ANNUITIES YEAR UNIT VALUE UNIT VALUE (IN THOUSANDS) - ------------------------------------------------------------------------------------------------------ Neuberger Berman Partners Mid Cap Value Division (d)................................ 2002 $ 15.34 $ 13.73 76 2001 15.88 15.34 41 2000 12.50 15.88 33 1999 10.73 12.50 8 1998 10.00 10.73 5 [GRAPH OF YEAR END ACCUMULATION UNIT VALUE] Year End Accumulation Unit Value Janus Mid Cap Division (b).................... 2002 16.14 11.36 177 2001 26.00 16.14 211 2000 38.18 26.00 294 1999 17.29 38.18 239 1998 12.72 17.29 100 1997 10.00 12.72 54 [GRAPH OF YEAR END ACCUMULATION UNIT VALUE] Year End Accumulation Unit Value State Street Research Aggressive Growth Division.................................... 2002 39.05 27.57 227 2001 51.71 39.05 238 2000 56.52 51.71 266 1999 42.82 56.52 265 1998 38.02 42.82 321 1997 35.98 38.02 340 1996 33.72 35.98 341 1995 26.29 33.72 254 1994 27.05 26.29 189 1993 22.26 27.05 163 [GRAPH OF YEAR END ACCUMULATION UNIT VALUE] Year End Accumulation Unit Value T. Rowe Price Mid-Cap Growth Division (e)..... 2002 8.44 4.68 5 2001 10.00 8.44 5 [GRAPH OF YEAR END ACCUMULATION UNIT VALUE] Year End Accumulation Unit Value
C-PPA- 17 ACCUMULATION UNIT VALUES (CONTINUED) (For an accumulation unit outstanding throughout the period)
- ------------------------------------------------------------------------------------------------------ NUMBER OF BEGINNING OF YEAR END OF YEAR ACCUMULATION ACCUMULATION ACCUMULATION UNITS END OF YEAR PREFERENCE PLUS DEFERRED ANNUITIES YEAR UNIT VALUE UNIT VALUE (IN THOUSANDS) - ------------------------------------------------------------------------------------------------------ Loomis Sayles Small Cap Division (a).......... 2002 $ 23.52 $ 18.27 5 2001 26.04 23.52 7 2000 26.26 26.04 3 [GRAPH OF YEAR END ACCUMULATION UNIT VALUE] Year End Accumulation Unit Value Russell 2000(R) Index Division (d)............ 2002 12.19 9.61 51 2001 12.20 12.19 48 2000 12.81 12.20 59 1999 10.53 12.81 37 1998 10.00 10.53 16 [GRAPH OF YEAR END ACCUMULATION UNIT VALUE] Year End Accumulation Unit Value State Street Research Aurora Division (a)..... 2002 14.09 10.98 122 2001 12.27 14.09 91 2000 10.00 12.27 30 [GRAPH OF YEAR END ACCUMULATION UNIT VALUE] Year End Accumulation Unit Value Franklin Templeton Small Cap Growth Division (e)......................................... 2002 8.82 6.31 15 2001 10.00 8.82 7 [GRAPH OF YEAR END ACCUMULATION UNIT VALUE] Year End Accumulation Unit Value T. Rowe Price Small Cap Growth Division (b)... 2002 12.43 9.03 105 2001 13.79 12.43 98 2000 15.32 13.79 110 1999 12.08 15.32 75 1998 11.79 12.08 94 1997 10.00 11.79 85 [GRAPH OF YEAR END ACCUMULATION UNIT VALUE] Year End Accumulation Unit Value
C-PPA- 18 ACCUMULATION UNIT VALUES (CONTINUED) (For an accumulation unit outstanding throughout the period)
- ------------------------------------------------------------------------------------------------------ NUMBER OF BEGINNING OF YEAR END OF YEAR ACCUMULATION ACCUMULATION ACCUMULATION UNITS END OF YEAR PREFERENCE PLUS DEFERRED ANNUITIES YEAR UNIT VALUE UNIT VALUE (IN THOUSANDS) - ------------------------------------------------------------------------------------------------------ PIMCO Innovation Division (e)................. 2002 $ 7.46 $ 3.65 13 2001 10.00 7.46 5 [GRAPH OF YEAR END ACCUMULATION UNIT VALUE] Year End Accumulation Unit Value Scudder Global Equity Division (b)............ 2002 12.55 10.44 39 2001 15.10 12.55 50 2000 15.49 15.10 64 1999 12.49 15.49 64 1998 10.88 12.49 88 1997 10.00 10.88 62 [GRAPH OF YEAR END ACCUMULATION UNIT VALUE] Year End Accumulation Unit Value MFS Research International Division (e)....... 2002 8.75 7.67 2 2001 10.00 8.75 1 [GRAPH OF YEAR END ACCUMULATION UNIT VALUE] Year End Accumulation Unit Value Morgan Stanley EAFE(R) Index Division (d)..... 2002 8.77 7.25 80 2001 11.32 8.77 78 2000 13.36 11.32 63 1999 10.80 13.36 50 1998 10.00 10.80 13 [GRAPH OF YEAR END ACCUMULATION UNIT VALUE] Year End Accumulation Unit Value
C-PPA- 19 ACCUMULATION UNIT VALUES (CONTINUED) (For an accumulation unit outstanding throughout the period)
- ------------------------------------------------------------------------------------------------------ NUMBER OF BEGINNING OF YEAR END OF YEAR ACCUMULATION ACCUMULATION ACCUMULATION UNITS END OF YEAR PREFERENCE PLUS DEFERRED ANNUITIES YEAR UNIT VALUE UNIT VALUE (IN THOUSANDS) - ------------------------------------------------------------------------------------------------------ Putnam International Stock Division........... 2002 $ 13.28 $ 10.85 228 2001 16.88 13.28 262 2000 18.96 16.88 284 1999 16.43 18.96 272 1998 13.54 16.43 318 1997 13.99 13.54 324 1996 14.38 13.99 368 1995 14.40 14.38 396 1994 13.84 14.40 446 1993 9.45 13.84 339 [GRAPH OF YEAR END ACCUMULATION UNIT VALUE] Year End Accumulation Unit Value American Funds Global Small Capitalization Division.................................... 2002 13.78 11.05 3 2001 15.96 13.78 2 [GRAPH OF YEAR END ACCUMULATION UNIT VALUE] Year End Accumulation Unit Value
- ---------------------------------------- (a) Inception Date: July 5, 2000. (b) Inception Date: March 3, 1997. (c) The assets of State Street Research Income Division were merged into this investment division on April 29, 2002. Accumulation unit values prior to April 29, 2002 are those of State Street Research Income Division. (d) Inception Date: November 9, 1998. (e) Inception Date: May 1, 2001. (f) The assets of Loomis Sayles High Yield Bond Division were merged into this investment division on April 29, 2002. Accumulation unit values prior to April 29, 2002 are those of Loomis Sayles High Yield Bond Division. (g) Inception date: May 1, 2002. (h) The assets in this investment division merged into the Janus Aggressive Growth Division on April 28, 2003. This investment division is no longer available under the Deferred Annuity. C-PPA- 20 ANNUITY UNIT VALUES FOR EACH INVESTMENT DIVISION (For an annuity unit outstanding throughout the period) The Income Annuity was first made available in October 2003 and, as a result, there is no Annuity Unit Values information available. These tables and bar charts show fluctuations in the Annuity Unit Values for each investment division from year end to year end for an income annuity we issue with the same expense and AIR structure (0.95% annual Separate Account charge; 4% AIR) as one variation of the Income Annuity. The information in this table has been derived from the Separate Account's full financial statements or other reports (such as the annual report).
- ------------------------------------------------------------------------------------------------ BEGINNING OF YEAR END OF YEAR ANNUITY ANNUITY YEAR UNIT VALUE UNIT VALUE - ------------------------------------------------------------------------------------------------ Lehman Brothers(R) Aggregate Bond Division (d)............. 2002 $ 10.27 $ 10.78 2001 10.11 10.27 2000 9.46 10.11 1999 9.63 9.46 [GRAPH OF YEAR END ANNUITY UNIT VALUE] Year End Annuity Unit Value PIMCO Total Return Division (e)............................ 2002 10.30 10.74 2001 10.07 10.30 [GRAPH OF YEAR END ANNUITY UNIT VALUE] Year End Annuity Unit Value Salomon Brothers U.S. Government Division (e).............. 2002 10.11 10.40 2001 10.04 10.11 [GRAPH OF YEAR END ANNUITY UNIT VALUE] Year End Annuity Unit Value
C-PPA- 21 ANNUITY UNIT VALUES (CONTINUED) (For an annuity unit outstanding throughout the period)
- ------------------------------------------------------------------------------------------------ BEGINNING OF YEAR END OF YEAR ANNUITY ANNUITY YEAR UNIT VALUE UNIT VALUE - ------------------------------------------------------------------------------------------------ State Street Research Bond Income Division (c)............. 2002 $ 12.06 $ 12.44 2001 11.79 12.06 2000 11.03 11.79 1999 11.85 11.03 1998 11.37 11.85 1997 10.87 11.37 1996 11.02 10.87 1995 9.66 11.02 1994 10.00 9.66 [GRAPH OF YEAR END ACCUMULATION UNIT VALUE] Year End Annuity Unit Value Salomon Brothers Strategic Bond Opportunities Division (e)...................................................... 2002 10.05 10.49 2001 10.06 10.05 [GRAPH OF YEAR END ACCUMULATION UNIT VALUE] Year End Annuity Unit Value State Street Research Diversified Division (g)............. 2002 14.95 12.27 2001 16.52 14.95 2000 17.41 16.52 1999 16.82 17.41 1998 14.76 16.82 1997 12.85 14.76 1996 11.82 12.85 1995 9.70 11.82 1994 10.00 9.70 [GRAPH OF YEAR END ACCUMULATION UNIT VALUE] Year End Annuity Unit Value
C-PPA- 22 ANNUITY UNIT VALUES (CONTINUED) (For an annuity unit outstanding throughout the period)
- ------------------------------------------------------------------------------------------------ BEGINNING OF YEAR END OF YEAR ANNUITY ANNUITY YEAR UNIT VALUE UNIT VALUE - ------------------------------------------------------------------------------------------------ Lord Abbett Bond Debenture Division (b)(f)................. 2002 $ 8.94 $ 8.62 2001 9.51 8.94 2000 10.08 9.51 1999 8.98 10.08 1998 10.20 8.98 1997 10.00 10.20 [GRAPH OF YEAR END ACCUMULATION UNIT VALUE] Year End Annuity Unit Value American Funds Growth-Income Division (e).................. 2002 9.44 7.34 2001 9.98 9.44 [GRAPH OF YEAR END ACCUMULATION UNIT VALUE] Year End Annuity Unit Value MetLife Stock Index Division (g)........................... 2002 20.00 14.79 2001 23.22 20.00 2000 27.68 23.22 1999 24.60 27.68 1998 19.70 24.60 1997 15.65 19.70 1996 13.49 15.65 1995 10.27 13.49 1994 10.00 10.27 [GRAPH OF YEAR END ACCUMULATION UNIT VALUE] Year End Annuity Unit Value MFS Investors Trust Division (e)........................... 2002 8.68 6.59 2001 9.90 8.68 [GRAPH OF YEAR END ACCUMULATION UNIT VALUE] Year End Annuity Unit Value
C-PPA- 23 ANNUITY UNIT VALUES (CONTINUED) (For an annuity unit outstanding throughout the period)
- ------------------------------------------------------------------------------------------------ BEGINNING OF YEAR END OF YEAR ANNUITY ANNUITY YEAR UNIT VALUE UNIT VALUE - ------------------------------------------------------------------------------------------------ MFS Research Managers Division (e)......................... 2002 $ 8.29 $ 5.99 2001 9.91 8.29 [GRAPH OF YEAR END ACCUMULATION UNIT VALUE] Year End Annuity Unit Value State Street Research Investment Trust Division (g)........ 2002 17.15 12.07 2001 20.98 17.15 2000 24.28 20.98 1999 21.52 24.28 1998 17.63 21.52 1997 14.42 17.63 1996 12.45 14.42 1995 9.72 12.45 1994 10.00 9.72 [GRAPH OF YEAR END ACCUMULATION UNIT VALUE] Year End Annuity Unit Value Davis Venture Value Division (a)........................... 2002 8.48 6.75 2001 9.79 8.48 2000 10.34 9.79 [GRAPH OF YEAR END ACCUMULATION UNIT VALUE] Year End Annuity Unit Value Harris Oakmark Large Cap Value Division (d)................ 2002 10.35 8.46 2001 9.02 10.35 2000 8.57 9.02 1999 10.74 8.57 [GRAPH OF YEAR END ACCUMULATION UNIT VALUE] Year End Annuity Unit Value
C-PPA- 24 ANNUITY UNIT VALUES (CONTINUED) (For an annuity unit outstanding throughout the period)
- ------------------------------------------------------------------------------------------------ BEGINNING OF YEAR END OF YEAR ANNUITY ANNUITY YEAR UNIT VALUE UNIT VALUE - ------------------------------------------------------------------------------------------------ American Funds Growth Division (e)......................... 2002 $ 8.31 $ 5.98 2001 9.95 8.31 [GRAPH OF YEAR END ACCUMULATION UNIT VALUE] Year End Annuity Unit Value Janus Growth Division (e)(h)............................... 2002 7.57 5.01 2001 10.02 7.57 [GRAPH OF YEAR END ACCUMULATION UNIT VALUE] Year End Annuity Unit Value Met/Putnam Voyager Division (a)............................ 2002 4.77 3.23 2001 6.66 4.77 2000 10.04 6.66 [GRAPH OF YEAR END ACCUMULATION UNIT VALUE] Year End Annuity Unit Value T. Rowe Price Large Cap Growth Division (d)................ 2002 10.37 7.58 2001 11.61 10.37 2000 12.75 11.61 1999 11.70 12.75 [GRAPH OF YEAR END ACCUMULATION UNIT VALUE] Year End Annuity Unit Value MetLife Mid Cap Stock Index Division (a)................... 2002 9.82 7.96 2001 9.98 9.82 2000 10.53 9.98 [GRAPH OF YEAR END ACCUMULATION UNIT VALUE] Year End Annuity Unit Value Harris Oakmark Focused Value Division (e).................. 2002 10.92 9.48 2001 10.04 10.92 [GRAPH OF YEAR END ACCUMULATION UNIT VALUE] Year End Annuity Unit Value
C-PPA- 25 ANNUITY UNIT VALUES (CONTINUED) (For an annuity unit outstanding throughout the period)
- ------------------------------------------------------------------------------------------------ BEGINNING OF YEAR END OF YEAR ANNUITY ANNUITY YEAR UNIT VALUE UNIT VALUE - ------------------------------------------------------------------------------------------------ Neuberger Berman Partners Mid Cap Value Division (d)....... 2002 $ 13.56 $ 11.67 2001 14.20 13.56 2000 11.96 14.20 1999 12.43 11.96 [GRAPH OF YEAR END ACCUMULATION UNIT VALUE] Year End Annuity Unit Value Janus Mid Cap Division (b)................................. 2002 13.36 9.03 2001 20.72 13.36 2000 34.17 20.72 1999 16.09 34.17 1998 12.31 16.09 1997 10.00 12.31 [GRAPH OF YEAR END ACCUMULATION UNIT VALUE] Year End Annuity Unit Value State Street Research Aggressive Growth Division (g)....... 2002 11.25 7.64 2001 14.51 11.25 2000 17.61 14.51 1999 13.88 17.61 1998 12.82 13.88 1997 12.62 12.82 1996 12.23 12.62 1995 9.80 12.23 1994 10.00 9.80 [GRAPH OF YEAR END ACCUMULATION UNIT VALUE] Year End Annuity Unit Value T. Rowe Price Mid-Cap Growth Division (e).................. 2002 8.23 4.39 2001 10.02 8.23 [GRAPH OF YEAR END ACCUMULATION UNIT VALUE] Year End Annuity Unit Value
C-PPA- 26 ANNUITY UNIT VALUES (CONTINUED) (For an annuity unit outstanding throughout the period)
- ------------------------------------------------------------------------------------------------ BEGINNING OF YEAR END OF YEAR ANNUITY ANNUITY YEAR UNIT VALUE UNIT VALUE - ------------------------------------------------------------------------------------------------ Loomis Sayles Small Cap Division (a)....................... 2002 $ 8.45 $ 6.31 2001 9.11 8.45 2000 10.00 9.11 [GRAPH OF YEAR END ACCUMULATION UNIT VALUE] Year End Annuity Unit Value Russell 2000(R) Index Division (d)......................... 2002 10.78 8.17 2001 10.71 10.78 2000 12.25 10.71 1999 11.22 12.25 [GRAPH OF YEAR END ACCUMULATION UNIT VALUE] Year End Annuity Unit Value State Street Research Aurora Division (a).................. 2002 13.29 9.96 2001 11.73 13.29 2000 10.53 11.73 [GRAPH OF YEAR END ACCUMULATION UNIT VALUE] Year End Annuity Unit Value Franklin Templeton Small Cap Growth Division (e)........... 2002 8.60 5.91 2001 9.90 8.60 [GRAPH OF YEAR END ACCUMULATION UNIT VALUE] Year End Annuity Unit Value T. Rowe Price Small Cap Growth Division (b)................ 2002 10.28 7.18 2001 11.00 10.28 2000 13.71 11.00 1999 11.24 13.71 1998 11.41 11.24 1997 10.00 11.41 [GRAPH OF YEAR END ACCUMULATION UNIT VALUE] Year End Annuity Unit Value
C-PPA- 27 ANNUITY UNIT VALUES (CONTINUED) (For an annuity unit outstanding throughout the period)
- ------------------------------------------------------------------------------------------------ BEGINNING OF YEAR END OF YEAR ANNUITY ANNUITY YEAR UNIT VALUE UNIT VALUE - ------------------------------------------------------------------------------------------------ PIMCO Innovation Division (e).............................. 2002 $ 7.26 $ 3.42 2001 9.97 7.26 [GRAPH OF YEAR END ACCUMULATION UNIT VALUE] Year End Annuity Unit Value Scudder Global Equity Division (b)......................... 2002 10.38 8.31 2001 12.84 10.38 2000 13.86 12.84 1999 11.63 13.86 1998 10.53 11.63 1997 10.00 10.53 [GRAPH OF YEAR END ACCUMULATION UNIT VALUE] Year End Annuity Unit Value MFS Research International Division (e).................... 2002 8.52 7.18 2001 9.91 8.52 [GRAPH OF YEAR END ACCUMULATION UNIT VALUE] Year End Annuity Unit Value Morgan Stanley EAFE(R) Index Division (d).................. 2002 7.76 6.16 2001 10.36 7.76 2000 12.77 10.36 1999 11.01 12.77 [GRAPH OF YEAR END ACCUMULATION UNIT VALUE] Year End Annuity Unit Value Putnam International Stock Division (g).................... 2002 6.75 5.30 2001 8.86 6.75 2000 10.42 8.86 1999 9.40 10.42 1998 8.05 9.40 1997 8.65 8.05 1996 9.29 8.65 1995 9.57 9.29 1994 10.00 9.57 [GRAPH OF YEAR END ACCUMULATION UNIT VALUE] Year End Annuity Unit Value
C-PPA- 28 ANNUITY UNIT VALUES (CONTINUED) (For an annuity unit outstanding throughout the period)
- ------------------------------------------------------------------------------------------------ BEGINNING OF YEAR END OF YEAR ANNUITY ANNUITY YEAR UNIT VALUE UNIT VALUE - ------------------------------------------------------------------------------------------------ American Funds Global Small Capitalization Division (e).... 2002 $ 8.90 $ 6.86 2001 10.05 8.90 [GRAPH OF YEAR END ACCUMULATION UNIT VALUE] Year End Annuity Unit Value
- ---------------------------------------- (a) Inception Date: August 11, 2000. (b) Inception Date: March 3, 1997. (c) The assets of State Street Research Income Division were merged into this investment division on April 29, 2002. Annuity unit values prior to April 29, 2002 are those of State Street Research Income Division. (d) Inception Date: July 1, 1999. (e) Inception Date: May 4, 2001. (f) The assets of Loomis Sayles High Yield Bond Division were merged into this investment division on April 29, 2002. Annuity unit values prior to April 29, 2002 are those of Loomis Sayles High Yield Bond Division. (g) Inception date: April 1, 1994. (h) The assets in this investment division merged into the Janus Aggressive Growth Division on April 28, 2003. This investment division is no longer available under the Deferred Annuity. C-PPA- 29 METLIFE Metropolitan Life Insurance Company ("MetLife") is a wholly-owned subsidiary of MetLife, Inc., a publicly traded company. Our main office is located at One Madison Avenue, New York, New York 10010. MetLife was formed under the laws of New York State in 1868. MetLife, Inc., through its subsidiaries and affiliates, is a leading provider of insurance and other financial services to individual and institutional customers. The MetLife companies serve approximately 12 million individuals in the U.S. and provide benefits to 37 million employees and family members through their plan sponsors. Outside the U.S., the MetLife companies have insurance operations in 12 countries serving approximately 8 million customers. METROPOLITAN LIFE SEPARATE ACCOUNT E We established Metropolitan Life Separate Account E on September 27, 1983. The purpose of the Separate Account is to hold the variable assets that underlie the Preference Plus Account Variable Deferred and Income Annuity Contracts and some other variable annuity contracts we issue. We have registered the Separate Account with the Securities and Exchange Commission as a unit investment trust under the Investment Company Act of 1940. The Separate Account's assets are solely for the benefit of those who invest in the Separate Account and no one else, including our creditors. We are obligated to pay all money we owe under the Deferred Annuities and Income Annuities even if that amount exceeds the assets in the Separate Account. The assets of the Separate Account are held in our name on behalf of the Separate Account and legally belong to us. All the income, gains and losses (realized or unrealized) resulting from these assets are credited to or charged against the contracts issued from this Separate Account without regard to our other business. VARIABLE ANNUITIES There are two types of variable annuities described in this Prospectus: Deferred Annuities and Income Annuities. These annuities are "variable" because the value of your account or the amount of each income payment varies based on the investment performance of the investment divisions you choose. In short, the value of your Deferred Annuity, your income payments under a variable pay-out option of your Deferred Annuity, or your income payments under your Income Annuity, may go up or down. Since the investment performance is not guaranteed, your money or payment amount is at risk. The degree of risk will depend on the investment [SNOOPY AND WOODSTOCK PICTURE] C-PPA- 30 divisions you select. The Accumulation Unit Value or Annuity Unit Value for each investment division rises or falls based on the investment performance (or "experience") of the Portfolio with the same name. MetLife and its affiliates also offer other annuities not described in this Prospectus. The Deferred Annuities have a fixed interest rate option called the "Fixed Interest Account." With the Fixed Interest Account, your money earns a rate of interest that we guarantee. Income Annuities and the variable pay-out options under the Deferred Annuities have a fixed payment option called the "Fixed Income Option." Under the Fixed Income Option, we guarantee the amount of your fixed income payments. These fixed options are not described in this Prospectus although we occasionally refer to them. A DEFERRED ANNUITY You accumulate money in your account during the pay-in phase by making one or more purchase payments. MetLife will hold your money and credit any investment returns as long as the money remains in your account. The pay-out phase begins when you elect to have us pay you "income" payments using the money in your account. The number and the amount of the income payments you receive will depend on such things as the type of pay-out option you choose, your investment choices, and the amount used to provide your income payments. Because Deferred Annuities offer various insurance benefits such as pay-out options, including our guarantee of income for your lifetime, they are "annuities." All IRAs receive tax deferral under the Internal Revenue Code. There are no additional tax benefits from funding an IRA with a Deferred Annuity. Therefore, there should be reasons other than tax deferral for acquiring the Deferred Annuity, such as the availability of a guaranteed income for life or the death benefit. AN INCOME ANNUITY An Income Annuity, also known as an immediate annuity, only has a "pay-out" phase. You make a single purchase payment and select the type of income payment suited to your needs. Some of the income payment types guarantee an income stream for your lifetime; others guarantee an income stream for both your lifetime, as well as the lifetime of another person (such as a spouse). Some Income Annuities guarantee a time period of your choice over which MetLife will make income payments. Income Annuities also have other features. The amount of the income payments you receive will depend on such things as the income payment type you choose, your investment choices and the amount of your purchase payment. [SNOOPY TEETER TOTTER WITH WOODSTOCK GRAPHIC] The group Deferred Annuities and group Income Annuities described in this Prospectus are offered to an employer, association, trust or other group for its employees, members or participants. A Deferred Annuity consists of two phases: the accumulation or "pay-in" phase and the income or "pay-out" phase. C-PPA- 31 YOUR INVESTMENT CHOICES The Metropolitan Fund, Met Investors Fund and American Funds and each of their Portfolios are more fully described in their respective prospectuses and SAIs. The SAIs are available upon your request. The Metropolitan Fund, Met Investors Fund and American Funds prospectuses are attached at the end of this Prospectus. You should read these prospectuses carefully before making purchase payments to the investment divisions. The Class A shares available to the Deferred Annuities and Income Annuities do not impose any 12b-1 Plan fees. However, 12b-1 Plan fees are imposed on the American Funds Portfolios, which are Class 2. Starting with the most conservative Portfolio, the investment choices are listed in the approximate risk relationship among the available Portfolios with all those within the same investment style listed in alphabetical order. You should understand that each Portfolio incurs its own risk which will be dependent upon the investment decisions made by the respective Portfolio's investment manager. Furthermore, the name of a Portfolio may not be indicative of all the investments held by the Portfolio. The list is intended to be a guide. Please consult the appropriate Fund prospectus for more information regarding the investment objectives and investment practices of each Portfolio. Since your Account Balance or income payments are subject to the risks associated with investing in stocks and bonds, your Account Balance or variable income payments based on amounts allocated to the investment divisions may go down as well as up. [SNOOPY READING MENU GRAPHIC] LEHMAN BROTHERS(R) AGGREGATE BOND INDEX PORTFOLIO PIMCO TOTAL RETURN PORTFOLIO SALOMON BROTHERS U.S. GOVERNMENT PORTFOLIO STATE STREET RESEARCH BOND INCOME PORTFOLIO SALOMON BROTHERS STRATEGIC BOND OPPORTUNITIES PORTFOLIO STATE STREET RESEARCH DIVERSIFIED PORTFOLIO LORD ABBETT BOND DEBENTURE PORTFOLIO AMERICAN FUNDS GROWTH-INCOME PORTFOLIO METLIFE STOCK INDEX PORTFOLIO MFS INVESTORS TRUST PORTFOLIO MFS RESEARCH MANAGERS PORTFOLIO STATE STREET RESEARCH INVESTMENT TRUST PORTFOLIO DAVIS VENTURE VALUE PORTFOLIO HARRIS OAKMARK LARGE CAP VALUE PORTFOLIO AMERICAN FUNDS GROWTH PORTFOLIO JANUS AGGRESSIVE GROWTH PORTFOLIO MET/PUTNAM VOYAGER PORTFOLIO T. ROWE PRICE LARGE CAP GROWTH PORTFOLIO METLIFE MID CAP STOCK INDEX PORTFOLIO HARRIS OAKMARK FOCUSED VALUE PORTFOLIO FRANKLIN TEMPLETON SMALL CAP GROWTH NEUBERGER BERMAN PARTNERS MID CAP VALUE PORTFOLIO PORTFOLIO T. ROWE PRICE SMALL CAP GROWTH PORTFOLIO JANUS MID CAP PORTFOLIO PIMCO INNOVATION PORTFOLIO STATE STREET RESEARCH AGGRESSIVE GROWTH SCUDDER GLOBAL EQUITY PORTFOLIO PORTFOLIO MFS RESEARCH INTERNATIONAL PORTFOLIO T. ROWE PRICE MID-CAP GROWTH PORTFOLIO MORGAN STANLEY EAFE(R) INDEX PORTFOLIO LOOMIS SAYLES SMALL CAP PORTFOLIO PUTNAM INTERNATIONAL STOCK PORTFOLIO RUSSELL 2000(R) INDEX PORTFOLIO AMERICAN FUNDS GLOBAL SMALL STATE STREET RESEARCH AURORA PORTFOLIO CAPITALIZATION PORTFOLIO
Some of the investment choices may not be available under the terms of the Deferred Annuity. The Deferred Annuity contract or other The degree of investment risk you assume will depend on the investment divisions you choose. We have listed your choices in the approximate order of risk from the most conservative to the most aggressive with all those within the same investment style listed in alphabetical order. The investment divisions generally offer the opportunity for greater returns over the long term than our guaranteed fixed rate/guaranteed fixed income options. While the investment divisions and their comparably named Portfolios may have names, investment objectives and management which are identical or similar to publicly available mutual funds, these investment divisions and Portfolios are not those mutual funds. The Portfolios most likely will not have the same performance experience as any publicly available mutual fund. C-PPA- 32 correspondence we provide you will indicate the investment divisions that are available to you. Your investment choices may be limited because: * Your employer, association or other group contract holder limits the available investment divisions. * We have restricted the available investment divisions. The investment divisions buy and sell shares of corresponding mutual fund portfolios. These Portfolios, which are part of the Metropolitan Fund, the Met Investors Fund or the American Funds invest in stocks, bonds and other investments. All dividends declared by the Portfolios are earned by the Separate Account and reinvested. Therefore, no dividends are distributed to you under the Deferred Annuities or Income Annuities. You pay no transaction expenses (i.e., front-end or back-end sales load charges) as a result of the Separate Account's purchase or sale of these mutual fund shares. The Portfolios of the Metropolitan Fund and the Met Investors Fund are available by purchasing annuities and life insurance policies from MetLife or certain of its affiliated insurance companies and are never sold directly to the public. The American Funds Portfolios are made available by the American Funds only through various insurance company annuities and insurance policies. The Metropolitan Fund, the Met Investors Fund and the American Funds are each a "series" type fund registered with the Securities and Exchange Commission as an "open-end management investment company" under the Investment Company Act of 1940 (the "1940 Act"). A "series" fund means that each Portfolio is one of several available through the fund. The Portfolios of the Metropolitan Fund pay MetLife Advisers, LLC, a MetLife affiliate, a monthly fee for its services as their investment manager. The Portfolios of the Met Investors Fund pay Met Investors Advisory LLC, a MetLife affiliate, a monthly fee for its services as their investment manager. The Portfolios of the American Funds pay Capital Research and Management Company a monthly fee for its services as their investment manager. These fees, as well as other expenses paid by each Portfolio, are described in the applicable prospectus and SAI for the Metropolitan Fund, Met Investors Fund or American Funds. In addition, the Metropolitan Fund and the Met Investors Fund prospectuses each discuss other separate accounts of MetLife and its affiliated insurance companies and certain qualified retirement plans that invest in the Metropolitan Fund or the Met Investors Fund. The risks of these arrangements are also discussed in each Fund's prospectus. C-PPA- 33 DEFERRED ANNUITIES This Prospectus describes the following Deferred Annuities under which you can accumulate money: * Non-Qualified * Roth IRAs (Roth * Traditional IRA Individual Retirement (Individual Retirement Annuities) Annuities) * Unallocated Keogh
[LINUS BUILDING SAND CASTLE] Certain group Deferred Annuities may be issued to a bank that does nothing but hold them as contract holder. Deferred Annuities may be either: * Allocated (your Account Balance records are kept for you as an individual); or * Unallocated (Account Balance records are kept for a plan or group as a whole). THE DEFERRED ANNUITY AND YOUR RETIREMENT PLAN If you participate through a retirement plan or other group arrangement, the Deferred Annuity may provide that all or some of your rights or choices as described in this Prospectus are subject to the plan's terms. For example, limitations on your rights may apply to investment choices, automated investment strategies, purchase payments, withdrawals, transfers, the death benefit and pay-out options. The Deferred Annuity may provide that a plan administrative fee will be paid by making a withdrawal from your Account Balance. We may rely on your employer's or plan administrator's statements to us as to the terms of the plan or your entitlement to any amounts. We are not a party to your employer's retirement plan. We will not be responsible for determining what your plan says. You should consult the Deferred Annuity contract and plan document to see how you may be affected. C-PPA- 34 AUTOMATED INVESTMENT STRATEGIES There are five automated investment strategies available to you. These investment strategies are available to you without any additional charges. However, the investment strategies are not available for the unallocated Keogh Deferred Annuities. As with any investment program, no strategy can guarantee a gain -- you can lose money. We may modify or terminate any of the strategies at any time. You may have only one automated investment strategy in effect at a time. THE EQUITY GENERATOR(SM) An amount equal to the interest earned in the Fixed Interest Account is transferred monthly to either the MetLife Stock Index or State Street Research Aggressive Growth investment division, based on your selection. If your Fixed Interest Account balance at the time of a scheduled transfer is zero, this strategy is automatically discontinued. As an added benefit of this strategy, as long as 100% of every purchase payment is allocated to the Fixed Interest Account for the life of your Deferred Annuity and you never request allocation changes or transfers, you will not pay more in early withdrawal charges than your contract earns. Early withdrawal charges may be taken from any earnings. THE EQUALIZER(SM) You start with equal amounts of money in the Fixed Interest Account and your choice of either the MetLife Stock Index Division or the State Street Research Aggressive Growth Division. Each quarter amounts are transferred between the Fixed Interest Account and your chosen investment division to make the value of each equal. Say you choose the MetLife Stock Index Division. If over the quarter, it outperforms the Fixed Interest Account, money is transferred to the Fixed Interest Account. Conversely, if the Fixed Interest Account outperforms the MetLife Stock Index Division, money is transferred into the MetLife Stock Index Division. THE REBALANCER(SM) You select a specific asset allocation for your entire Account Balance from among the investment divisions and the Fixed Interest Account. Each quarter, we transfer amounts among these options to bring the percentage of your Account Balance in each option back to your original allocation. In the future, we may permit you to allocate less than 100% of your Account Balance to this strategy. THE INDEX SELECTOR(SM) You may select one of five asset allocation models which are designed to correlate to various risk tolerance levels. Based on the model you choose, your Account Balance is allocated among the Lehman Brothers(R) Aggregate Bond Index, MetLife Stock Index, Morgan Stanley EAFE(R) Index, Russell 2000(R) Index and MetLife Mid Cap Stock Index investment divisions and the Fixed Interest Account. Each quarter, the percentage in each of these investment divisions and the Fixed Interest Account is brought back to the model percentage by transferring amounts among the investment divisions and the Fixed Interest Account. We created these investment strategies to help you manage your money. You decide if one is appropriate for you, based upon your risk tolerance and savings goals. Also, these strategies were designed to help you take advantage of the tax-deferred status of a Non-Qualified annuity. [SAFE GRAPHIC] [SCALE GRAPHIC] [PIE CHART GRAPHIC] [GLOBE GRAPHIC] C-PPA- 35 In the future, we may permit you to allocate less than 100% of your Account Balance to this strategy. This strategy may experience more volatility than our other strategies. The models are subject to change from time to time. We provide the elements to formulate the models. We may rely on a third party for its expertise in creating appropriate allocations. THE ALLOCATOR(SM) Each month a dollar amount you choose is transferred from the Fixed Interest Account to any of the investment divisions you choose. You select the day of the month and the number of months over which the transfers will occur. A minimum periodic transfer of $50 is required. Once your Fixed Interest Account balance is exhausted, this strategy is automatically discontinued. The Equity Generator and the Allocator are dollar cost averaging strategies. Dollar cost averaging involves investing at regular intervals of time. Since this involves continuously investing regardless of fluctuating prices, you should consider whether you wish to continue the strategy through periods of fluctuating prices. PURCHASE PAYMENTS There is no minimum purchase payment except for the unallocated Keogh Deferred Annuity. If you have an unallocated Keogh Deferred Annuity, each purchase payment must be at least $2,000. In addition, your total purchase payments must be at least $15,000 for the first Contract Year and at least $5,000 each subsequent Contract Year. You may continue to make purchase payments while you receive Systematic Withdrawal Program payments, as described later in this Prospectus, unless your purchase payments are made through automatic payroll deduction, check-o-matic, salary reduction or salary deduction. ALLOCATION OF PURCHASE PAYMENTS You decide how your money is allocated among the Fixed Interest Account and the investment divisions. You can change your allocations for future purchase payments. We will make allocation changes when we receive your request for a change. You may also specify an effective date for the change, as long as it is within 30 days after we receive the request. AUTOMATED PURCHASE PAYMENTS If you purchase a Non-Qualified Deferred Annuity, you may elect to have purchase payments made automatically. With "automatic payroll deduction," your employer deducts an amount from your salary and makes the purchase payment for you. With "check-o-matic" your bank deducts money from your bank account and makes the purchase payment for you. [HOUR GLASS GRAPHIC] You may make purchase payments to your Deferred Annuity whenever you choose, up to the date you begin receiving payments from a pay-out option. However, Federal tax rules may limit the amount and frequency of your purchase payments. C-PPA- 36 LIMITS ON PURCHASE PAYMENTS Your ability to make purchase payments may be limited by: * Federal tax laws. * Our right to limit the total of your purchase payments to $1,000,000. For the unallocated Keogh Deferred Annuity, we limit purchase payments to $5,000,000 per year. We may change the maximum by telling you in writing at least 90 days in advance. * Regulatory requirements. For example, if you reside in Washington or Oregon, we may be required to limit your ability to make purchase payments after you have held the Deferred Annuity for more than three years, if the Deferred Annuity was issued to you after you turn age 60; or after you turn age 63, if the Deferred Annuity was issued before you were age 61. * For the unallocated Keogh Deferred Annuity, a withdrawal should you leave your job. * For certain Deferred Annuities, you may no longer make purchase payments if you retire. * Receiving systematic termination payments (described later). THE VALUE OF YOUR INVESTMENT Accumulation Units are credited to you when you make purchase payments or transfers into an investment division. When you withdraw or transfer money from an investment division, accumulation units are liquidated. We determine the number of accumulation units by dividing the amount of your purchase payment, transfer or withdrawal by the Accumulation Unit Value on the date of the transaction. This is how we calculate the Accumulation Unit Value for each investment division: * First, we determine the change in investment performance (including any investment-related charge) for the underlying Portfolio from the previous trading day to the current trading day; * Next, we subtract the daily equivalent of our insurance-related charge (general administrative expenses and mortality and expense risk charges) for each day since the last Accumulation Unit Value was calculated; and * Finally, we multiply the previous Accumulation Unit Value by this result. C-PPA- 37 EXAMPLES CALCULATING THE NUMBER OF ACCUMULATION UNITS Assume you make a purchase payment of $500 into one investment division and that investment division's Accumulation Unit Value is currently $10.00. You would be credited with 50 accumulation units. $500 = 50 accumulation units ---- $10
CALCULATING THE ACCUMULATION UNIT VALUE Assume yesterday's Accumulation Unit Value was $10.00 and the number we calculate for today's investment experience (minus charges) for an underlying portfolio is 1.05. Today's Accumulation Unit Value is $10.50. The value of your $500 investment is then $525. ($500 x 1.05 = $525) $10.00 x 1.05 = $10.50 is the new Accumulation Unit Value However, assume that today's investment experience (minus charges) is .95 instead of 1.05. Today's Accumulation Unit Value is $9.50. The value of your $500 investment is then $475. ($500 x 9.50 = $475). $10.00 x .95 = $9.50 is the new Accumulation Unit Value TRANSFERS You may make tax-free transfers between investment divisions or between the investment divisions and the Fixed Interest Account. Some restrictions may apply to transfers from the Fixed Interest Account to the investment divisions. For us to process a transfer, you must tell us: * The percentage or dollar amount of the transfer; * The investment divisions (or Fixed Interest Account) from which you want the money to be transferred; * The investment divisions (or Fixed Interest Account) to which you want the money to be transferred; and * Whether you intend to start, stop, modify or continue unchanged an automated investment strategy by making the transfer. Each Fund may restrict or refuse purchases or redemptions of shares in their Portfolios as a result of certain market timing activities. You should read the Fund prospectuses for more details. Your transfer request must be in good order and completed prior to the close of the Exchange on one of our business days if you want the transaction to take place on that day. All other transfer requests in good order will be processed on our next business day. [MARCY ADDING GRAPHIC] You may transfer money within your contract. You will not incur current taxes on your earnings or any early withdrawal charges as a result of transferring your money. Income taxes, tax penalties and early withdrawal charges may apply to any withdrawal you make. C-PPA- 38 WE MAY REQUIRE YOU TO: * Use our forms; * Maintain a minimum Account Balance (if the transfer is in connection with an automated investment strategy); or * Transfer a minimum amount if the transfer is in connection with the Allocator. ACCESS TO YOUR MONEY You may withdraw either all or a part of your Account Balance from the Deferred Annuity. Other than those made through the Systematic Withdrawal Program, withdrawals must be at least $500 (or the Account Balance, if less). To process your request, we need the following information: * The percentage or dollar amount of the withdrawal; and * The investment division (or Fixed Interest Account) from which you want the money to be withdrawn. Your withdrawal may be subject to early withdrawal charges. Generally, if you request, we will make payments directly to other investments on a tax-free basis. You may only do so if all applicable tax and state regulatory requirements are met and we receive all information necessary for us to make the payment. We may require you to use our original forms. SYSTEMATIC WITHDRAWAL PROGRAM If you have certain Non-Qualified or IRA Deferred Annuities, subject to approval in your state, you may choose to automatically withdraw a specific dollar amount or a percentage of your Account Balance each Contract Year. This amount is then paid in equal portions throughout the Contract Year, according to the time frame you select, e.g., monthly, quarterly, semi-annually or annually. Once the Systematic Withdrawal Program is initiated, the payments will automatically renew each Contract Year. Income taxes, tax penalties and early withdrawal charges may apply to your withdrawals. Program payment amounts are subject to our required minimums and administrative restrictions. If you elect to withdraw a dollar amount, we will pay you the same dollar amount each Contract Year. If you elect to withdraw a percentage of your Account Balance, each Contract Year, we recalculate the amount you will receive based on your new Account Balance. CALCULATING YOUR PAYMENT BASED ON A PERCENTAGE ELECTION FOR THE FIRST CONTRACT YEAR YOU ELECT THE SYSTEMATIC WITHDRAWAL PROGRAM: If you choose to receive a percentage of your Account Balance, we will determine the amount payable on the date these payments begin. When you first elect the program, we will pay this amount over the remainder of the Contract Year. For example, if you select to receive [CHARLIE BROWN IN MONEY JAR GRAPHIC] We will withdraw your Systematic Withdrawal Program payments from the Fixed Interest Account or the investment divisions you select either pro rata or in the proportions you request. [SNOOPY AND FLYING WOODSTOCKS GRAPHIC] C-PPA- 39 payments on a monthly basis with the percentage of your Account Balance you request equaling $12,000, and there are six months left in the Contract Year, we will pay you $2,000 a month. CALCULATING YOUR PAYMENT FOR SUBSEQUENT CONTRACT YEARS OF THE SYSTEMATIC WITHDRAWAL PROGRAM: For each subsequent year that your Systematic Withdrawal Program remains in effect, we will deduct from your Deferred Annuity and pay you over the Contract Year either the amount that you chose or an amount equal to the percentage of your Account Balance you chose. For example, if you select to receive payments on a monthly basis, ask for a percentage and that percentage of your Account Balance equals $12,000 at the start of a Contract Year, we will pay you $1,000 a month. If you do not provide us with your desired allocation, or there are insufficient amounts in the investment divisions or the Fixed Interest Account that you selected, the payments will be taken out pro rata from the Fixed Interest Account and any investment divisions in which you then have money. SELECTING A PAYMENT DATE: You select a payment date which becomes the date we make the withdrawal. We must receive your request in good order at least 10 days prior to the selected payment date. If we do not receive your request in time, we will make the payment the following month on the date you selected. If you do not select a payment date, we will automatically begin systematic withdrawals within 30 days after we receive your request. Changes in the dollar amount, percentage or timing of the payments can be made once a year at the beginning of any Contract Year and one other time during the Contract Year. If you make any of these changes, we will treat your request as though you were starting a new Systematic Withdrawal Program. You may request to stop your Systematic Withdrawal Program at any time. We must receive any request in good order at least 30 days in advance. Although we need your written authorization to begin this program, you may cancel this program at any time by telephone or by writing to us at your MetLife Designated Office. Systematic Withdrawal Program payments may be subject to an early withdrawal charge unless an exception to this charge applies. For purposes of determining how much of the annual payment amount is exempt from this charge under the free withdrawal provision (discussed later), all payments from a Systematic Withdrawal Program in a Contract Year are characterized as a single lump sum withdrawal as of your first payment date in that Contract Year. When you first elect the program, we will calculate the percentage of your Account Balance your Systematic Withdrawal Program payment represents based on your Account Balance on the first Systematic Withdrawal Program payment date. For all subsequent Contract Years, we will calculate the percentage of your Account Balance your Systematic Withdrawal Program payment represents based on your Account If you would like to receive your Systematic Withdrawal Program payment by the first of the month, you should request that the payment date be the 20th day of the month. Your Account Balance will be reduced by the amount of your Systematic Withdrawal Program payments and applicable withdrawal charges. Payments under this program are not the same as income payments you would receive from a Deferred Annuity pay-out option or under an Income Annuity. C-PPA- 40 Balance on the first Systematic Withdrawal Program payment date of that Contract Year. We will determine separately the early withdrawal charge and any relevant factors (such as applicable exceptions) for each Systematic Withdrawal Program payment as of the date it is withdrawn from your Deferred Annuity. MINIMUM DISTRIBUTION In order for you to comply with certain tax law provisions, you may be required to take money out of your Deferred Annuity. Rather than receiving your minimum required distribution in one annual lump-sum payment, you may request that we pay it to you in installments throughout the calendar year. However, we may require that you maintain a certain Account Balance at the time you request these payments. CONTRACT FEE There is no Separate Account annual contract fee. You may pay a $20 annual fee from the Fixed Interest Account at the end of each Contract Year if your Account Balance is less than a certain amount. CHARGES There are two types of charges you pay while you have money in an investment division: * Insurance-related charge, and * Investment-related charge. INSURANCE-RELATED CHARGE You will pay an insurance-related charge for the Separate Account that is no more than .95% annually of the average value of the amount you have in the Separate Account. This charge pays us for general administrative expenses and for the mortality and expense risk of the Deferred Annuity. General administrative expenses we incur include financial, actuarial, accounting, and legal expenses. The mortality portion of the insurance-related charge pays us for the risk that you may live longer than we estimated. Then, we could be obligated to pay you more in payments from a pay-out option than we anticipated. Also, we bear the risk that the guaranteed death benefit we would pay should you die during your "pay-in" phase is larger than your Account Balance. We also bear the risk that our expenses in administering the Deferred Annuities may be greater than we estimated (expense risk). INVESTMENT-RELATED CHARGE This charge has two components. The first pays the investment manager for managing money in the Portfolios. The second consists of Portfolio operating expenses and 12b-1 Plan fees. One class of shares The charges you pay will not reduce the number of accumulation units credited to you. Instead, we deduct the charges every time we calculate the Accumulation Unit Value. MetLife guarantees that the Separate Account insurance- related charge will not increase while you have a Deferred Annuity. [WOODSTOCK TYPING GRAPHIC] C-PPA- 41 available to the Deferred Annuities has 12b-1 Plan fees, which pay for distribution expenses. The percentage you pay for the investment-related charge depends on which divisions you select. Amounts for each investment division for the previous year are listed in the Table of Expenses. PREMIUM AND OTHER TAXES Some jurisdictions tax what are called "annuity considerations." These may apply to purchase payments, Account Balances and death benefits. In most jurisdictions, we currently do not deduct any money from purchase payments, Account Balances or death benefits to pay these taxes. Generally, our practice is to deduct money to pay premium taxes (also known as "annuity" taxes) only when you exercise a pay-out option. In certain jurisdictions, we may also deduct money to pay premium taxes on lump sum withdrawals or when you exercise a pay-out option. We may deduct an amount to pay premium taxes some time in the future since the laws and the interpretation of the laws relating to annuities are subject to change. Premium taxes, if applicable, currently range from .5% to 3.5% depending on the Deferred Annuity you purchase and your home state or jurisdiction. A chart in the Appendix shows the jurisdictions where premium taxes are charged and the amount of these taxes. We also reserve the right to deduct from purchase payments, Account Balances, withdrawals or income payments, any taxes (including but not limited to premium taxes) paid by us to any government entity relating to the Deferred Annuities. Examples of these taxes include, but are not limited to, generation skipping transfer tax or a similar excise tax under Federal or state tax law which is imposed on payments we make to certain persons and income tax withholdings on withdrawals and income payments to the extent required by law. We will, at our sole discretion, determine when taxes relate to the Deferred Annuities. We may, at our sole discretion, pay taxes when due and deduct that amount from the Account Balance at a later date. Payment at an earlier date does not waive any right we may have to deduct amounts at a later date. EARLY WITHDRAWAL CHARGES An early withdrawal charge of up to 7% may apply if you withdraw purchase payments within 7 years of when they were credited to your Deferred Annuity. To determine the early withdrawal charge for Deferred Annuities, we treat your Fixed Interest Account and Separate Account as if they were a single account and ignore both your actual allocations and the Fixed Interest Account or investment division from which the withdrawal is actually coming. To do this, we first assume that your withdrawal is from purchase payments that can be withdrawn without an early withdrawal charge, then from other purchase payments on a "first-in-first-out" (oldest money first) basis C-PPA- 42 and then from earnings. Once we have determined the amount of the early withdrawal charge, we will then withdraw it from the Fixed Interest Account and the investment divisions in the same proportion as the withdrawal is being made. In determining what the withdrawal charge is, we do not include earnings, although the actual withdrawal to pay it may come from earnings. For partial withdrawals, the early withdrawal charge is determined by dividing the amount that is subject to the early withdrawal charge by 100% minus the applicable percentage shown in the following chart. Then we will make the payment directed, and withdraw the early withdrawal charge. We will treat your request as a request for a full withdrawal if your Account Balance is not sufficient to pay both the requested withdrawal and the early withdrawal charge. For a full withdrawal, we multiply the amount to which the withdrawal charge applies by the percentage shown, keep the result as an early withdrawal charge and pay you the rest. The early withdrawal charge on purchase payments withdrawn is as follows:
During Purchase Payment Year Year 1 2 3 4 5 6 7 8 & Later Percentage 7% 6% 5% 4% 3% 2% 1% 0%
Early withdrawal charges may be waived for certain Deferred Annuities because we have reduced sales costs associated with them. The early withdrawal charge reimburses us for our costs in selling the Deferred Annuities. We may use our profits (if any) from the mortality and expense risk charge to pay for our costs to sell the Deferred Annuities which exceed the amount of early withdrawal charges we collect. However, we believe that our sales costs may exceed the early withdrawal charges we collect. If so, we will pay the difference out of our general profits. WHEN NO EARLY WITHDRAWAL CHARGE APPLIES In some cases, we will not charge you the early withdrawal charge when you make a withdrawal. We may, however, ask you to prove that you meet any conditions listed below. You do not pay an early withdrawal charge: * On transfers you make among the investment divisions or to the Fixed Interest Account. * On withdrawals of purchase payments you made over seven years ago. You will not pay an early withdrawal charge on any purchase payments made more than 7 years ago. We do not include your earnings when calculating early withdrawal charges. However, if the early withdrawal charge is greater than the rest of your purchase payments, then we will take the early withdrawal charges, in whole or in part, from your earnings. [FRANKLIN WITH MAGNIFYING GLASS GRAPHIC] C-PPA- 43 * If you choose payments over one or more lifetimes or for a period of at least five years (without the right to accelerate the payments). * If you die during the pay-in phase. Your beneficiary will receive the full death benefit without deduction. * If your contract permits and your spouse is substituted as the purchaser of the Deferred Annuity and continues the contract, that portion of the Account Balance that is equal to the "step up" portion of the death benefit. * If you withdraw the permitted free withdrawal each Contract Year. This total withdrawal may be taken in an unlimited number of partial withdrawals during that Contract Year. Each time you make a withdrawal, we calculate what percentage your withdrawal represents at that time. Only when the total of these percentages exceeds the specified percentage will you have to pay early withdrawal charges. For the unallocated Keogh and certain other Deferred Annuities, generally you are allowed to take the "free withdrawal" on top of any other withdrawals which are otherwise exempt from the early withdrawal charge. This is not true if your other withdrawals are in connection with a systematic termination or purchase payments made over 7 years ago. The percentage of your Account Balance you are permitted without an early withdrawal charge is for: -- Unallocated Keogh Deferred Annuity, 20%. -- Non-Qualified and IRA Deferred Annuities (depending on the contract's terms), either 10% of your Account Balance or 10% of your Fixed Interest Account balance only. * If the withdrawal is required for you to avoid Federal income tax penalties or to satisfy Federal income tax rules or Department of Labor regulations that apply to your Deferred Annuity. This exemption does not apply if you have a Non-Qualified or Roth IRA Deferred Annuity or if the withdrawal is to satisfy Section 72(t) requirements under the Internal Revenue Code. * Except for the unallocated Keogh Deferred Annuity, if your contract provides for this, and the provision is approved in your state, on your first withdrawal to which an early withdrawal charge would otherwise apply and either you or your spouse: -- Has been a resident of certain nursing home facilities for a minimum of 90 consecutive days; or -- Is diagnosed with a terminal illness and not expected to live more than a year. * On Systematic Termination. For the unallocated Keogh Deferred Annuity, if the contract is terminated, the Account Balance may be systematically withdrawn in annual installments without early Early withdrawal charges never apply to transfers among investment divisions or transfers to the Fixed Interest Account. C-PPA- 44 withdrawal charges. You may ask to receive your money in annual installments based on the following percentages of your Account Balance for that year's withdrawal:
Contract Year 1* 2 3 4 5 20% 25% 33 1/3% 50% remainder * Less that Contract Year's withdrawals
Any money you withdraw in excess of these percentages in any Contract Year will be subject to early withdrawal charges. You may stop the systematic termination of the contract. If you ask to restart systematic termination, you start at the beginning of the schedule listed above. * For the unallocated Keogh Deferred Annuity, if you are disabled and you request a total withdrawal. Disability is defined in the Federal Social Security Act. If the Deferred Annuity is issued in connection with your retirement plan which is subject to the Employee Retirement Income Security Act of 1974, and if your plan document defines disability, then your plan's definition governs. * If you retire: -- For certain Non-Qualified Deferred Annuities, if you retire from the employer and for certain others if you retire and receive retirement benefits from your employer's qualified plan. -- For certain IRA Deferred Annuities, if you retire from the employer. -- For the unallocated Keogh Deferred Annuity, if your plan defines retirement and you retire under that definition. If you are a "restricted" participant, according to the terms of the Deferred Annuity, you must have participated in the Deferred Annuity for the time stated in the contract. * If you leave your job: -- For certain Non-Qualified Deferred Annuities, you must either leave your job with the employer or certain others if you leave your job and you receive retirement benefits. -- For certain IRA Deferred Annuities, if you leave your job with the employer. -- If you are a "restricted" participant, according to the terms of the unallocated Keogh Deferred Annuity, you also must have participated for the time stated in the contract. * For the unallocated Keogh Deferred Annuity, if your plan terminates and the Account Balance is transferred into another annuity contract we issue. C-PPA- 45 * For the unallocated Keogh Deferred Annuity, if you make a direct transfer to another investment vehicle we have preapproved. If you are a "restricted" participant, according to the terms of the Deferred Annuity, you also must roll over your Account Balance to a MetLife individual retirement annuity within 120 days after you are eligible to receive a plan distribution. * For the unallocated Keogh Deferred Annuity, if you suffer an unforeseen hardship. * If you have transferred money which is not subject to a withdrawal charge from certain eligible MetLife contracts into the Deferred Annuity and the withdrawal is of these transfer amounts and we agree. Any purchase payments made after the transferred are subject to the usual early withdrawal charge schedule. WHEN A DIFFERENT EARLY WITHDRAWAL CHARGE MAY APPLY If you transferred money from certain eligible MetLife contracts into a Deferred Annuity, you may have different early withdrawal charges for these transferred amounts. Any purchase payments made after the transfer are subject to the usual early withdrawal charge schedule. * Amounts transferred before January 1, 1996: We credit your transfer amounts with the time you held them under your original contract. Or, if it will produce a lower charge, we use the following schedule to determine early withdrawal charges for transferred amounts from your original contract:
During Purchase Payment Year Year 1 2 3 4 5 6 and Beyond Percentage 5% 4% 3% 2% 1% 0%
* Transferred amounts on or after January 1, 1996: -- For certain contracts which we issued at least two years before the date of the transfer (except as noted below), we apply the withdrawal charge under your original contract but not any of the original contract's exceptions or reductions to the withdrawal charge percentage that do not apply to a Deferred Annuity. Or, if it will produce a lower charge, we use the following schedule to determine early withdrawal charges for transferred amounts from your original contract:
After the Transfer Year 1 2 3 4 5 6 and Beyond Percentage 5% 4% 3% 2% 1% 0%
-- If we issued the other contract less than two years before the date of the transfer or it has a separate withdrawal charge for each purchase payment, we treat your purchase payments [WOODSTOCK GRAPHIC] C-PPA- 46 under the other contract as if they were made under the Deferred Annuity as of the date we received them under that contract. * Alternatively, if provided for in the Deferred Annuity, we credit your purchase payments with the time you held them under your original contract. FREE LOOK You may cancel the Deferred Annuity within a certain time period. This is known as a "free look." Not all contracts issued are subject to free look provisions under state law. We must receive your request to cancel in writing. The number of days for this "free look" varies from state to state. The time period may also vary depending on whether you purchased the Deferred Annuity through the mail or your age. Again, depending on state law, we may refund all of your purchase payments or your Account Balance as of the date your refund request is received at your MetLife Designated Office in good order. DEATH BENEFIT One of the insurance guarantees we provide you under the Deferred Annuity is that your beneficiaries will be protected against market downturns. You name the beneficiary(ies) under the Non-Qualified and IRA Deferred Annuities. If you die during the pay-in phase, the death benefit your beneficiary receives will be the greatest of: * Your Account Balance; * Your highest Account Balance as of December 31 following the end of your fifth Contract Year and at the end of every other five year period, less any later partial withdrawals, fees and charges; or * The total of all of your purchase payments less any partial withdrawals. Your death benefit for the unallocated Keogh Deferred Annuity is no more than the Account Balance and is paid to the Keogh trustee. We will only pay the death benefit when we receive both proof of death and instructions for payment in good order. Your beneficiary has the option to apply the death benefit (less any applicable premium and other taxes) to a pay-out option offered under your Deferred Annuity. Your beneficiary may, however, decide to take a lump sum cash payment. If the beneficiary is your spouse, he/she may be substituted as the purchaser of the Non-Qualified and Traditional IRA Deferred Annuities (or Non-Qualified and Traditional IRA Enhanced Deferred Annuities) and continue the contract. In that case, the Account Balance will be reset to equal the death benefit on the date the spouse continues the Non-Qualified and Traditional IRA Deferred Annuities (or Non- [MARCY READING GRAPHIC] C-PPA- 47 Qualified and Traditional IRA Enhanced Deferred Annuities). (Any additional amounts added to the Account Balance will be allocated in the same proportions to each balance in an investment division and the Fixed Interest Account as each bears to the total Account Balance). If the spouse continues the Non-Qualified and Traditional IRA Deferred Annuities (or Non-Qualified and Traditional IRA Enhanced Deferred Annuities), the death benefit is calculated as previously described, except, all values used to calculate the death benefit, which may include highest Account Balance as of December 31 following the end of the fifth contract year and every other five year period, are reset on the date the spouse continues the Non-Qualified and Traditional IRA Deferred Annuities (or Non-Qualified and Traditional IRA Enhanced Deferred Annuities). Your spouse may make additional purchase payments and transfers and exercise any other rights as a purchaser of the contract. Any applicable early withdrawal charges will be assessed against future withdrawals. Where there are multiple beneficiaries, we will only value the death benefit at the time the first beneficiary submits the necessary documents in good order. Any death benefit amounts attributable to any beneficiary which remain in the investment divisions are subject to investment risk. PAY-OUT OPTIONS (OR INCOME OPTIONS) You may convert your Deferred Annuity into a regular stream of income after your "pay-in" or "accumulation" phase. When you are selecting your pay-out option, you will be able to choose from the range of options we then have available. You have the flexibility to select a stream of income to meet your needs. If you decide you want a pay-out option, we withdraw some or all of your Account Balance (less any premium taxes and applicable contract fees), then we apply the net amount to the option. You are not required to hold your Deferred Annuity for any minimum time period before you may annuitize. The variable pay-out option may not be available in all states. When considering a pay-out option, you should think about whether you want: * Payments guaranteed by us for the rest of your life (or for the rest of two lives) or for a specified period; * A fixed dollar payment or a variable payment; and * A refund feature. Your income payment amount will depend upon your choices. For lifetime options, the age and sex of the measuring lives (annuitants) will also be considered. For example, if you select a pay-out option guaranteeing payments for your lifetime and your spouse's lifetime, your payments will typically be lower than if you select a pay-out option with payments over only your lifetime. The terms of the contract supplement to your Deferred Annuity will tell you when your The pay-out phase is often referred to as either "annuitizing" your contract or taking an income annuity. C-PPA- 48 income payments start and the frequency with which you will receive your income payments. By the date specified in your contract, if you do not either elect to continue the contract, select a pay-out option or withdraw your entire Account Balance, and your Deferred Annuity was not issued under a retirement plan, we will automatically issue you a life annuity with a 10 year guarantee. In that case, if you do not tell us otherwise, your Fixed Interest Account balance will be used to provide a Fixed Income Option and your Separate Account balance will be used to provide a variable pay-out option. However, if we do ask you what you want us to do and you do not respond, then we may treat your silence as a request to continue your Deferred Annuity. The Income Annuities have three features that are not available to the Deferred Annuities in the pay-out phase: the ability to make reallocations from the Fixed Income Option to the investment divisions and the availability of the withdrawal option and death benefit. Please read the section under the "Income Annuities" heading for more information about the Deferred Annuities in the pay-out phase. INCOME ANNUITIES Income Annuities provide you with a regular stream of payments for either your lifetime or a specific period. You have the flexibility to select a stream of income to meet your needs. Income Annuities can be purchased so that you begin receiving payments immediately or you can apply the Account Balance of the Deferred Annuity to a pay-out option to receive payments during your "pay-out" phase. With an Income Annuity purchased as an immediate annuity and not as a pay-out option to receive payments during your "pay-out" phase, you may defer receiving payments from us for one year after you have purchased an immediate annuity. You bear any investment risk during any deferral period. The Income Annuity currently may not be available in all states. We do not guarantee that your variable payments will be a specific amount of money. You may choose to have a portion of the payment fixed and guaranteed under the Fixed Income Option. Under the Fixed Income Option, we guarantee the amount of the income payment to you which is attributable to the current percentage you allocated to the Fixed Income Option until you make a reallocation from the Fixed Income Option. Using proceeds from the following types of arrangements, you may purchase Income Annuities to receive immediate payments: * Non-Qualified * Qualified If you have accumulated amounts in any of your employer's, association's or group's qualified investment vehicles (for example, Traditional IRAs, ROTH IRAs, Keoghs, 401(k)s), your lump sum Should our current immediate annuity rates for a fixed pay-out option provide for greater payments than those quoted in your contract, we will use the current rates. [SNOOPY SUNBATHING GRAPHIC] C-PPA- 49 rollover or transfer from that investment vehicle may be used to purchase an appropriate Income Annuity as long as all applicable Federal income tax requirements are met. Your qualified retirement plan may also purchase the Income Annuity to facilitate distributions from the plan in the form of annuity pay-outs. If your retirement plan has purchased an Income Annuity, your choice of income payment type may be subject to the terms of the plan. We may rely on your employer's or plan administrator's statements to us as to the terms of the plan or your entitlement to any payments. We will not be responsible for interpreting the terms of your plan. You should review your plan document to see how you may be affected. INCOME PAYMENT TYPES Currently, we provide you with a wide variety of income payment types to suit a range of personal preferences. You decide the income payment type for your Income Annuity at application. The decision is irrevocable. There are three people who are involved in payments under your Income Annuity: * Owner: the person or entity which has all rights under the Income Annuity including the right to direct who receives payment. * Annuitant: the person whose life is the measure for determining the duration and sometimes the dollar amount of payments. * Beneficiary: the person who receives continuing payments or a lump sum if the owner dies (or in the case of Income Annuities purchased after October 26, 2003, the person who receives continuing payments or a lump sum if the annuitant dies). Your income payment amount will depend in large part on the type of income payment you choose. For example, if you select a "Lifetime Income Annuity for Two," your payments will typically be lower than if you select a "Lifetime Income Annuity." Whether you choose a withdrawal option, if permitted under your Income Annuity, will affect the amount of your income payments. Typically, income payment types which have a withdrawal option will result in lower income payments than income payment types without this feature. The terms of your contract will determine when your income payments start and the frequency with which you will receive your income payments. When you select an income type, it will apply to both fixed payments and variable income payments. We reserve the right to limit or stop issuing any of the income types currently available based upon legal requirements or other considerations. The following income payment types are available: LIFETIME INCOME ANNUITY: A variable income that is paid as long as the annuitant is living. Many times the Owner and the Annuitant are the same person. You may choose the frequency of your income payments. For example, you may receive your payments on a monthly, quarterly, semi-annual or annual basis. C-PPA- 50 LIFETIME INCOME ANNUITY WITH A GUARANTEE PERIOD: A variable income that continues as long as the annuitant is living but is guaranteed to be paid for a number of years. If the annuitant dies before all of the guaranteed payments have been made, payments are made, in the case of Income Annuities purchased after October 26, 2003, to the beneficiary or, otherwise, to the owner of the annuity (or the beneficiary, if the owner dies during the guarantee period) until the end of the guaranteed period. No payments are made once the guarantee period has expired and the annuitant is no longer living. LIFETIME INCOME ANNUITY WITH A REFUND: (Not available for Income Annuities purchased after October 26, 2003.) A variable income that is paid as long as the annuitant is living and guarantees that the total of all income payments will not be less than the purchase payment that we received. If the annuitant dies before the total of all income payments received equals the purchase payment, we will pay the owner (or the beneficiary, if the owner is not living) the difference in a lump sum. LIFETIME INCOME ANNUITY FOR TWO: A variable income that is paid as long as either of the two annuitants is living. After one annuitant dies, payments continue to be made as long as the other annuitant is living. In that event, payments may be the same as those made while both annuitants were living or may be a smaller percentage that is selected when the annuity is purchased. No payments are made once both annuitants are no longer living. LIFETIME INCOME ANNUITY FOR TWO WITH A GUARANTEE PERIOD: A variable income that continues as long as either of the two annuitants is living but is guaranteed to be paid (unreduced by any percentage selected) for a number of years. If both annuitants die before all of the guaranteed payments have been made, payments are made, in the case of Income Annuities purchased after October 26, 2003, to the beneficiary or, otherwise, to the owner of the annuity (or the beneficiary, if the owner dies during the guarantee period) until the end of the guaranteed period. If one annuitant dies after the guarantee period has expired, payments continue to be made as long as the other annuitant is living. In that event, payments may be the same as those made while both annuitants were living or may be a smaller percentage that is selected when the annuity is purchased. No payments are made once the guarantee period has expired and both annuitants are no longer living. LIFETIME INCOME ANNUITY FOR TWO WITH A REFUND: (Not available for Income Annuities purchased after October 26, 2003.) A variable income that is paid as long as either annuitant is living and guarantees that all income payments will not be less than the purchase payment that we received. After one annuitant dies, payments continue to be made as long as the other annuitant is living. In that event, payments may be the same as those made while both annuitants were living or may be a smaller percentage that is selected When deciding how to receive income, consider: - - The amount of income you need; - - The amount you expect to receive from other sources; - - The growth potential of other investments; and - - How long you would like your income to last. [SNOOPY ON BEACH GRAPHIC] C-PPA- 51 when the annuity is purchased. If both annuitants die before the total of all income payments received equals the purchase payment, we will pay the owner (or the beneficiary, if the owner is not living) the difference in a lump sum. INCOME ANNUITY FOR A GUARANTEED PERIOD: A variable income payable for a guaranteed period of 5 to 30 years. As an administrative practice, we will consider factors such as your age and life expectancy in determining whether to issue a contract with this income payment type. If the annuitant dies, in the case of Income Annuities purchased after October 26, 2003, or, otherwise, the owner dies before the end of the guarantee period, payments are made to the beneficiary until the end of the guarantee period. No payments are made after the guarantee period has expired. ALLOCATION You decide what portion of your income payment is allocated to each of the variable investment divisions. WITHDRAWAL OPTION Subject to MetLife's underwriting requirements, we may make available a withdrawal option under your Income Annuity. If the withdrawal option is available under your Income Annuity, you can choose to add this optional withdrawal feature. The decision to add this feature is made at application and is irrevocable. This feature varies by your income payment type (described above) and whether you purchase your Income Annuity with pre-tax or post-tax dollars. The withdrawal option may not be available in all states. Your employer, association or other group contract holder may limit the availability of the withdrawal option. Please refer to the discussion in the Tax Section of this Prospectus concerning the possibility that the purchase of an annuity with this option or the exercise of this option may result in the annuity not satisfying minimum distribution requirements or becoming an increasing annuity. Please also refer to the Tax Section of this Prospectus for a discussion of other possible adverse tax consequences as a result of the exercise of the withdrawal option, including the imposition and retroactive imposition of the 10% penalty tax in addition to ordinary income tax. Please note that the purchase of the withdrawal option may not be appropriate under certain deferred compensation or severance arrangements of an employer (including eligible Section 457(b) plans of tax-exempt employers). The mere availability of such a benefit may result in the immediate taxation to the employee of the entire benefit. Additionally, the withdrawal feature may not be appropriate under defined benefit plans. Post-tax or after-tax means that your purchase payment for your Income Annuity does not reduce your taxable income or give you a tax reduction. C-PPA- 52 DURING THE FIRST TWO YEARS FOLLOWING PURCHASE You may withdraw up to an amount equal to the "fair market value" of the Income Annuity during the first two years after we issue the Income Annuity. We calculate the "fair market value" as follows: -- First, we determine what your revised income payment would be based on the applicable Annuity Unit Value as of the date of the withdrawal; -- Then we calculate the maximum permissible withdrawal amount by multiplying the revised income payment by an updated annuity purchase rate. If you withdraw this maximum amount from the Income Annuity during the first two years, there will be no value left in the Income Annuity. Consequently, we will then have no further obligations to you; you will receive no further income payments. If you withdraw less than the maximum amount permitted, each future income payment will be reduced proportionately by the percentage equal to the ratio of your withdrawal amount to the maximum permitted withdrawal amount. AFTER THE FIRST TWO YEARS FOLLOWING PURCHASE You may make withdrawals after the first two years following issue of the Income Annuity only if you purchased a Non-Qualified Income Annuity with after-tax dollars with one of the following income types: -- Lifetime Income Annuity with a Guarantee Period; -- Lifetime Income Annuity for Two with a Guarantee Period; or -- Income Annuity for a Guaranteed Period. You may withdraw on a cumulative basis up to an amount equal to 75% of the "withdrawal value" of payments in the guarantee period under the Income Annuity. When we calculate the "withdrawal value" of these payments, we use the "fair market value" calculation previously described except that in the last step the maximum permissible withdrawal calculation uses an updated annuity purchase rate that reflects only the payments in the remaining guarantee period of the Income Annuity. Each future income payment after a withdrawal during the guarantee period will be reduced proportionately by the percentage equal to the ratio of the withdrawal amount to the full "withdrawal value" of the payments in the guarantee period under the Income Annuity at the time of the withdrawal. You may make an unlimited number of withdrawals during the guarantee period as long as no withdrawal reduces your remaining income payments during the guarantee period to less than 25% of what those payments would have been had no withdrawals been made during this period. Any Income Annuity payments payable after the guarantee period will not be reduced by the withdrawals you made. C-PPA- 53 REQUESTING A WITHDRAWAL At your request, we will provide an estimate for you of the maximum amount available for withdrawal and the amount by which your income payments would be reduced if a particular withdrawal were taken under the Income Annuity. You generally may make a withdrawal on any business day that the Exchange is open during the permitted withdrawal period. Your withdrawal request must be in good order and completed prior to the close of the Exchange on a business day if you want the withdrawal to take place on that day. All other withdrawals will be processed on the next business day. We will take the withdrawal proportionately from each investment division and the Fixed Income Option in which you then had an allocation. A withdrawal processing fee of $95 will be deducted from each withdrawal. Withdrawals must be at least $1,000. If any withdrawal during the first two years after purchase would decrease total expected annual payments below $1,200, then we will consider this to be a request for a full withdrawal of the fair market value and we will make no further payments. If you purchase an Income Annuity with this feature, the income payments you receive typically will be lower than income payments that you would have received had you purchased the Income Annuity without this feature. The amount by which your income payment will be reduced will depend upon your life expectancy during the permitted withdrawal period, the income type you choose and the amount of the purchase payment. We reserve the right to require receipt of a properly executed spousal consent to the extent applicable and required under the Internal Revenue Code, the Employee Retirement Income Security Act of 1974 or the Retirement Equity Act of 1984 prior to the payment of any withdrawal. We reserve the right to limit, reduce or eliminate this option in the future where required to comply with Federal tax law to protect you and other contract holders in the investment divisions from adverse tax consequences. DEATH BENEFIT Your Income Annuity provides you with a death benefit in the event of your death before you start receiving income payments. If you die before income payments begin, the owner or any beneficiaries will receive your purchase payment less any prior withdrawals (if you have chosen the withdrawal option) in a lump sum once we receive satisfactory proof of your death. The death benefit is not available to to those who are in the pay-out phase of their Deferred Annuity. C-PPA- 54 MINIMUM PURCHASE PAYMENT If you purchase an Income Annuity after October 26, 2003, you must purchase the Income Annuity with one purchase payment of at least $25,000. MINIMUM SIZE OF YOUR INCOME PAYMENT Your initial income payment must be at least $50. If you live in Massachusetts, the initial income payment must be at least $20. This means that the amount of your purchase payment or the amount used from a Deferred Annuity to provide a pay-out option must be large enough to produce this minimum initial income payment. THE VALUE OF YOUR INCOME PAYMENTS INITIAL VARIABLE INCOME PAYMENT The initial variable income payment is a hypothetical payment which is calculated based on the amount of your purchase payment and the age and sex of the measuring lives and income payment type selected (including the withdrawal option, if applicable) and the AIR ("Assumed Investment Return"). This initial variable income payment is used to establish the number of annuity units. It is not the amount of your actual first variable income payment unless your first income payment is due within 10 days after we issue the Income Annuity. ANNUITY UNITS Annuity units are credited to you when you make a purchase payment or make a reallocation into an investment division. Before we determine the number of annuity units to credit to you, we reduce a purchase payment (but not a reallocation) by any premium taxes, if applicable. We then compute an initial income payment amount using the AIR, your income payment type (including whether the withdrawal option was chosen) and the age and sex of the measuring lives. We then divide the initial income payment (allocated to an investment division) by the Annuity Unit Value on the date of the transaction. The result is the number of annuity units credited for that investment division. When you reallocate money from an investment division, annuity units in that investment division are liquidated. EXAMPLE: DETERMINING THE NUMBER OF ANNUITY UNITS Assume the following: -- We calculate an initial variable income payment (e.g., $1,000) based on the AIR, income payment type (including whether the withdrawal option was chosen), the age and sex of the measuring lives, the amount of the purchase payment and the first income payment date; -- You have chosen to allocate this $1,000 in equal amounts to two investment divisions (i.e., $500 to each); and [WOODSTOCK WRITING CHECK GRAPHIC] C-PPA- 55 -- On the day we receive all documents in good order and issue the Contract, the annuity unit values for the investment divisions are $10.00 and $12.50. We credit the Income Annuity with annuity units as follows: $500 / $10.00 = 50 ANNUITY UNITS $500 / $12.50 = 40 ANNUITY UNITS Then, to calculate your variable income payment, we multiply the number of annuity units by the current Annuity Unit Value. See the example under "Calculating Annuity Unit Values." AIR AS A BENCHMARK FOR INCOME PAYMENTS Your income payments are determined by using the AIR to benchmark the investment experience of the investment divisions you select. The AIR is stated in your contract and may range from 3% to 6%. The higher your AIR, the higher your initial variable income payment will be. Your next payments will increase in proportion to the amount by which the investment experience for the underlying portfolio minus the insurance-related charge (The resulting number is the net investment return.) exceeds the AIR. Likewise, your payments will decrease to the extent the investment experience for the underlying portfolio minus the insurance-related charge (the net investment return) is less than the AIR. A lower AIR will result in a lower initial variable income payment, but subsequent variable income payments will increase more rapidly or decline more slowly than if you had a higher AIR as changes occur in the investment experience of the investment divisions. The amount of each variable income payment is determined ten days prior to your income payment date. If your first income payment is scheduled to be paid less than 10 days after your Contract's issue date, then the amount of your payment will be determined on your Contract's issue date. THE EFFECT OF THE AIR ON VARIABLE INCOME PAYMENTS If the net investment experience: Your variable income payment will (relative to the previous income payment): Exceeds the AIR Increase Equals the AIR Stay the same Is less than the AIR Decrease
EXAMPLE OF A 3% AIR Assume that the initial variable income payment for an investment division is $1,000. Also assume that when we calculate your next income payment the investment experience for the underlying portfolio (minus the insurance-related charge) is up 10% (exceeds the AIR). Your variable income payment attributed to that investment division would be $1,067.96. The percentage change between the initial The AIR is stated in your contract and may range from 3% to 6%. C-PPA- 56 variable income payment and your next income payment is a 6.8% INCREASE. However, assume instead that the investment experience for the underlying portfolio (minus the insurance-related charge) is down 10% (does not exceed the AIR). Your next variable income payment would be $873.79. Note that the percentage change between the initial variable income payment and your next income payment is a 12.6% DECREASE. VALUATION This is how we calculate the Annuity Unit Value for each investment division each business day: * First, we determine the change in investment experience (which reflects the deduction for any investment-related charge) for the underlying portfolio from the previous trading day to the current trading day; * Next, we subtract the daily equivalent of your insurance-related charge (general administrative expense and mortality and expense risk charges) for each day since the last day the Annuity Unit Value was calculated; the resulting number is the net investment return; * Then, we multiply by an adjustment based on your AIR for each day since the last Annuity Unit Value was calculated; and * Finally, we multiply the previous Annuity Unit Value by this result. EXAMPLE: CALCULATING THE ANNUITY UNIT VALUE Assume the following: -- Yesterday's Annuity Unit Value was $10.20; -- The number we calculate for today's change in investment experience (which reflects the deduction for the investment-related charge) is 1.02 (up 2%); -- The daily equivalent of the Separate Account charge is 0.000025905; and -- The daily equivalent of the adjustment for a 3% AIR is 0.99991902. The new Annuity Unit Value is: (1.02 - .000025905) X 0.99991902 X $10.20 = $10.40 However, now assume that today's change in investment experience (which reflects the deduction for the investment-related charge) is .98 (down 2%) instead of 1.02. The new Annuity Unit Value is: (.98 - .000025905) X 0.99991902 X $10.20 = $9.99 C-PPA- 57 REALLOCATION PRIVILEGE You can reallocate among investment divisions and the Fixed Income Option. For Income Annuities purchased prior to October 27, 2003, or for those who are in the pay-out phase of their Deferred Annuity, you may not reallocate amounts from the Fixed Income Option to the investment divisions. There is no charge to make a reallocation. Your request for a reallocation tells us to move, in accordance with your instructions, the underlying portfolio shares or other funds we have designated in the investment divisions to generate your income payments. For us to process a reallocation, you must tell us: -- For each investment division (or Fixed Income Option), the percentage reduction (not dollar amount) in your current allocation necessary to achieve the new allocation you want for future income payments; and -- The investment divisions (or Fixed Income Option) to which you want to increase the allocation and the percentage of the total reallocation amount by which you want to increase them. When you request a reallocation from an investment division to the Fixed Income Option, the payment amount will be adjusted at the time of reallocation. Your payment may either increase or decrease due to this adjustment. The adjusted payment will be calculated in the following manner. -- First, we update the income payment amount to be reallocated from the investment division based upon the applicable Annuity Unit Value at the time of the reallocation; -- Second, we use the AIR to calculate an updated annuity purchase rate based upon your age, if applicable, and expected future income payments at the time of the reallocation; -- Third, we calculate another updated annuity purchase rate using our current single premium fixed income annuity purchase rates on the date of your reallocation (but not less favorable than the annuity purchase rate guaranteed for your group); -- Finally, we determine the adjusted payment amount by multiplying the updated income amount determined in the first step by the ratio of the annuity purchase rate determined in the second step divided by the annuity purchase rate determined in the third step. When you request a reallocation from the Fixed Income Option to an investment division, a similar adjustment will be made to your payment at the time of the reallocation. However, in this case the payment adjustment will be determined by multiplying the income payment amount to be reallocated from the Fixed Income Option by the ratio of the annuity purchase rate determined in the third step [WOODSTOCK AND MONEY GRAPHIC] C-PPA- 58 above divided by the annuity purchase rate determined in the second step above. When you request a reallocation from one investment division to another, annuity units in one investment division are liquidated and annuity units in the other investment division are credited to you. There is no adjustment to the income payment amount. Future income payment amounts will be determined based on the Annuity Unit Value for the investment division to which you have reallocated. You generally may make a reallocation on any business day. At a future date we may limit the number of reallocations you may make, but never to fewer than one a month. If we do so, we will give you advance written notice. We may limit a beneficiary's ability to make a reallocation. Each Fund may restrict or refuse purchases or redemption of shares in their Portfolios as a result of certain market timing activities. You should read the Fund prospectuses for more details. If you are purchasing your Income Annuity and not annuitizing your Deferred Annuity, the Contract contains specific provisions regarding, but not limited to, market timing. The Income Annuity is not designed to permit market timing. Accordingly, we reserve the right to: (1) defer the reallocation privilege at any time that we are unable to purchase or redeem shares in the Portfolios, to the extent permitted by law; (2) limit the number of reallocations you may make each year; (3) limit the dollar amount that may be reallocated at any one time; (4) charge a reallocation fee; and (5) impose limitations and modifications where exercise of the reallocation privilege creates or would create a disadvantage to other contract owners. Examples of these limitations or modifications include, but are not limited to: (1) imposing a minimum time period between each reallocation; and (2) requiring a signed, written request to make the reallocation. In addition, in accordance with applicable law, we reserve the right to modify or terminate the reallocation privilege at any time. Reallocations will be made as of the end of a business day at the close of the Exchange if received in good order prior to the close of the Exchange on that business day. All other reallocation requests will be processed on the next business day. Here are examples of the effect of a reallocation on the income payment: -- Suppose you choose to reallocate 40% of your income payment supported by investment division A to the Fixed Income Option and the recalculated income payment supported by investment division A is $100. Assume that the updated annuity purchase rate based on the AIR is $125, while the updated annuity purchase rate based on fixed income annuity pricing is $100. C-PPA- 59 In that case, your income payment from the Fixed Income Option will be increased by $40 X ($125 / $100) or $50, and your income payment supported by investment division A will be decreased by $40. -- Suppose you choose to reallocate 40% of your $100 fixed payment supported by the Fixed Income Option to a variable income payment supported by investment division A. Assume again that the updated annuity purchase rate based on the AIR is $125, while the updated annuity purchase rate based on fixed income annuity pricing is $100. In that case, your income payment supported by investment division A will be increased by $40 X ($100 / $125) or $32, and your fixed payment supported by the Fixed Income Option will be decreased by $40. -- Suppose you choose to reallocate 40% of your income payment supported by investment division A to investment division B and the recalculated income payment supported by investment division A is $100. Then, your income payment supported by investment division B will be increased by $40 and your income payment supported by investment division A will be decreased by $40. CONTRACT FEE There is no contract fee. CHARGES There are two types of charges you pay if you allocate any of your income payment to the investment divisions: * Insurance-related charge; and * Investment-related charge. INSURANCE-RELATED CHARGE You will pay an insurance-related charge for the Separate Account that is no more than .95% annually of the average value of the amounts in the Separate Account. This charge pays us for general administrative expenses and for mortality and expense risk of the Income Annuity. General administrative expenses we incur include financial, actuarial, accounting, and legal expenses. The mortality portion of the insurance-related charge pays us for the risk that you may live longer than we estimated. Then, we could be obligated to pay you more in payments than we anticipated. We also bear the risk that our expenses in administering the Income Annuities will be greater than we estimated (expense risk). The charges you pay will not reduce the number of annuity units credited to you. Instead, we deduct the charges when calculating the Annuity Unit Value. C-PPA- 60 If you are purchasing the Income Annuity and are not in the pay-out phase of your Deferred Annuity, this charge also pays us for distribution costs to both our licensed sales persons and other broker-dealers. The charge that applies may be less than the maximum charge depending on the service level or other category that applies to your employer, association or group. The categories depend on various factors pertaining to the level of administrative or service activity we provide. The charge that applies is stated in your Income Annuity. The charge that applies also may be less than the maximum charge depending on the level of distribution assistance provided to us by your employer, association or group. The levels depend on various factors pertaining to the amount of access we are given to potential purchasers. The charge that applies is stated in your Income Annuity. INVESTMENT-RELATED CHARGE This charge has two components. The first pays the investment managers for managing money in the Portfolios. The second consists of Portfolio operating expenses and 12b-1 Plan fees. One class of shares available to the Income Annuities has 12b-1 Plan fees, which pay for distribution expenses. The percentage you pay for the investment-related charge depends on the investment divisions you select. Amounts for each investment division for the previous year are listed in the Table of Expenses. WITHDRAWAL PROCESSING FEE A withdrawal processing fee of $95 will be deducted from each withdrawal. PREMIUM AND OTHER TAXES Some jurisdictions tax what are called "annuity considerations." We deduct money to pay "premium" taxes (also known as "annuity" taxes) when you make the purchase payment. Premium taxes, if applicable, currently range from .5% to 3.5% depending on the Income Annuity you purchased and your home state or jurisdiction. A chart in the Appendix shows the jurisdictions where premium taxes are charged and the amount of these taxes. We also reserve the right to deduct from purchase payments, withdrawals or income payments, any taxes (including but not limited to premium taxes) paid by us to any government entity relating to the Income Annuities. Examples of these taxes include, but are not limited to, generation skipping transfer tax or a similar excise tax under Federal or state tax law which is imposed on payments we make to certain persons and income tax withholdings on withdrawals and income payments to the extent required by law. We will, at our sole discretion, determine when taxes relate to the Income Annuities. We may, at our sole discretion, pay taxes when due and deduct the corresponding amount from income payments at a later date. Payment at an earlier date does not waive any right we may have to deduct amounts at a later date. C-PPA- 61 FREE LOOK You may cancel your Income Annuity within a certain time period. This is known as a "free look." Not all contracts issued are subject to free look provisions under state law. We must receive your request to cancel in writing. The number of days for this "free look" varies from state to state. The "free look" may also vary depending on whether you purchased your Income Annuity through the mail or your age. Depending on state law, we may refund all of your purchase payment or the value of your annuity units as of the date your refund request is received at your MetLife Designated Office in good order. If you do not cancel your Income Annuity during the "free look" period, your decision to purchase the Income Annuity is irrevocable. [LUCY READING GRAPHIC] You do not have a free look if you are electing income payments in the pay-out phase of your Deferred Annuity. C-PPA- 62 GENERAL INFORMATION ADMINISTRATION All transactions will be processed in the manner described below. PURCHASE PAYMENTS Send your purchase payments, by check or money order made payable to "MetLife," to your MetLife Designated Office. (We reserve the right to receive purchase payments by other means acceptable to us.) We will provide you with all necessary forms. We must have all documents in good order to credit your initial purchase payments. Purchase payments (including any portion of your Account Balance under a Deferred Annuity which you apply to a pay-out option) are effective and valued as of the close of the Exchange, on the day we receive them in good order at your MetLife Designated Office, except when they are received: * On a day when the Accumulation Unit Value/Annuity Unit Value is not calculated, or * After the close of the Exchange. In those cases, the purchase payments will be effective the next day the Accumulation Unit Value or Annuity Unit Value, as applicable, is calculated. We reserve the right to credit your initial purchase payment to you within two days after its receipt at your MetLife Designated Office. However, if you fill out our forms incorrectly or incompletely or other documentation is not completed properly or otherwise not in good order, we have up to five business days to credit the payment. If the problem cannot be resolved by the fifth business day, we will notify you and give you the reasons for the delay. At that time, you will be asked whether you agree to let us keep your money until the problem is resolved. If you do not agree or we cannot reach you by the fifth business day, your money will be returned. Under certain group Deferred Annuities and group Income Annuities, your employer, or the group in which you are a participant or member must identify you on their reports to us and tell us how your money should be allocated among the investment divisions and the Fixed Interest Account/Fixed Income Option. CONFIRMING TRANSACTIONS You will receive a statement confirming that a transaction was recently completed. Certain transactions made on a periodic basis, such as check-o-matic, Systematic Withdrawal Program payments, and automated investment strategy transfers, may be confirmed quarterly. You may elect to have your payments sent to your residence or have Generally, your requests are effective the day we receive them at your MetLife Designated Office in good order. C-PPA- 63 us deposit payments directly into your bank account. Periodically, you may receive additional information from us about the Income Annuity. Unless you inform us of any errors within 60 days of receipt, we will consider these communications to be accurate and complete. PROCESSING TRANSACTIONS We permit you to request transactions by mail and telephone. We make Internet access available to you for your Deferred Annuity. We may suspend or eliminate telephone or Internet privileges at any time, without prior notice. We reserve the right not to accept requests for transactions by facsimile. We reserve the right, in our sole discretion, to refuse, to impose modifications on, to limit or to reverse any transaction request where the request would tend to disrupt contract administration or is not in the best interest of the contract holders or the Separate Account including, but not limited to, any transaction request that we believe in good faith constitutes market timing. We reserve the right to impose administrative procedures to implement these rights. Such procedures include, but are not limited to, imposing a minimum time period between transfers or requiring a signed, written request to make a transfer. If we reverse a transaction we deem to be invalid, because it should have been rejected under our procedures, but was nevertheless implemented by mistake, we will treat the transaction as if it had not occurred. If mandated by applicable law, including, but not limited to, Federal anti-money laundering laws, we may be required to reject a purchase payment. We may also be required to block an owner's account and, consequently, refuse to implement any requests for transfers/reallocations; withdrawals, surrenders or death benefits, until instructions are received from the appropriate governmental authority. BY TELEPHONE OR INTERNET You may obtain information and initiate a variety of transactions about your Deferred Annuity (including your Deferred Annuity in the pay-out phase) by telephone or the Internet virtually 24 hours a day, 7 days a week, unless prohibited by state law or your employer. Some of the information and transactions accessible to you include: * Account Balance * Unit Values * Current rates for the Fixed Interest Account * Transfers * Changes to investment strategies * Changes in the allocation of future purchase payments. For your Income Annuity purchased after October 26, 2003, you may obtain information and initiate transactions through our toll-free number, 866-438-6477. Our customer service consultants are available [CHARLIE BROWN ON PHONE GRAPHIC] Except for the unallocated Keogh Deferred Annuities, you may authorize your sales representative to make telephone transactions on your behalf. You must complete our form and we must agree. C-PPA- 64 by telephone between 8 a.m. and 6 p.m. Eastern Time each business day. In the future, you may be able to obtain information and initiate transactions through Internet access, unless prohibited by state law. Your transaction must be in good order and completed prior to the close of the Exchange on one of our business days if you want the transaction to be valued and effective on that day. Transactions will not be valued and effective on a day when the Accumulation or Annuity Unit Value is not calculated or after the close of the Exchange. We will value and make effective these transactions on our next business day. We have put into place reasonable security procedures to insure that instructions communicated by telephone or Internet are genuine. For example, all telephone calls are recorded. Also, you will be asked to provide some personal data prior to giving your instructions over the telephone or through the Internet. When someone contacts us by telephone or Internet and follows our security procedures, we will assume that you are authorizing us to act upon those instructions. Neither the Separate Account nor MetLife will be liable for any loss, expense or cost arising out of any requests that we or the Separate Account reasonably believe to be authentic. In the unlikely event that you have trouble reaching us, requests should be made in writing to your MetLife Designated Office. Response times for the telephone or Internet may vary due to a variety of factors, including volumes, market conditions and performance of the systems. We are not responsible or liable for: * any inaccuracy, error, or delay in or omission of any information you transmit or deliver to us; or * any loss or damage you may incur because of such inaccuracy, error, delay or omission; non-performance; or any interruption of information beyond our control. AFTER YOUR DEATH If we are notified of your death before a requested transaction is completed, we will cancel the request. For a Deferred Annuity in the pay-out phase and Income Annuity reallocations, we will cancel the request and continue making payments to your beneficiary if your Income Annuity or Deferred Annuity in the pay-out phase so provides. Or, depending on your Income Annuity's or annuitized Deferred Annuity's provisions, we may continue making payments to a joint annuitant or pay your beneficiary a refund. THIRD PARTY REQUESTS Generally, we only accept requests for transactions or information from you. We reserve the right not to accept requests that we believe in good faith constitute market timing transactions from you or any other third party. In addition, we reserve the right not to process transactions requested on your behalf by third parties. This includes C-PPA- 65 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/reallocations for a number of other contract owners, and who simultaneously makes the same request or series of requests on behalf of other contract owners, including those who engage in market timing transactions. VALUATION -- SUSPENSION OF PAYMENTS We separately determine the Accumulation Unit Value and Annuity Unit Value for each investment division once each day when the Exchange is open for trading. If permitted by law, we may change the period between calculations but we will give you 30 days notice. When you request a transaction, we will process the transaction using the next available Accumulation Unit Value for Deferred Annuities or Annuity Unit Value for Income Annuities. Subject to our procedure, we will make withdrawals and transfers/reallocations at a later date, if you request. If your withdrawal request is to elect a variable pay-out option under your Deferred Annuity, we base the number of annuity units you receive on the next available Annuity Unit Value. We reserve the right to suspend or postpone payment for a withdrawal, income payment or transfer/reallocation when: -- rules of the Securities and Exchange Commission so permit (trading on the Exchange is limited, the Exchange is closed other than for customary weekend or holiday closings or an emergency exists which makes pricing or sale of securities not practicable); or -- during any other period when the Securities and Exchange Commission by order so permits. ADVERTISING PERFORMANCE We periodically advertise the performance of the investment divisions. You may get performance information from a variety of sources including your quarterly statements, your MetLife representative, the Internet, annual reports and semiannual reports. We may state performance in terms of "yield," "change in Accumulation Unit Value/Annuity Unit Value," "average annual total return," or some combination of these terms. YIELD is the net income generated by an investment in a particular investment division for 30 days or a month. These figures are expressed as percentages. This percentage yield is compounded semiannually. CHANGE IN ACCUMULATION/ANNUITY UNIT VALUE ("Non-Standard Performance") is calculated by determining the percentage change in the value of an accumulation (or annuity) unit for a certain period. These numbers may also be annualized. Change in Accumulation/Annuity Unit Value may be used to demonstrate performance for a hypothetical investment (such as $10,000) over a specified period. [SNOOPY AS TOWN CRIER GRAPHIC] All performance numbers are based upon historical earnings. These numbers are not intended to indicate future results. C-PPA- 66 These performance numbers reflect the deduction of the total Separate Account charges; however, yield and change in Accumulation/Annuity Unit Value performance do not reflect the possible imposition of early withdrawal charges. Early withdrawal charges would reduce performance experience. AVERAGE ANNUAL TOTAL RETURN (also known as annualized change in annuity value for the Income Annuities) calculations ("Standard Performance") reflect all Separate Account charges and applicable early withdrawal charges since the investment division inception date, which is the date the corresponding Portfolio or predecessor Portfolio was first offered under the Separate Account that funds the Deferred Annuity or Income Annuity. These presentations for the Income Annuities reflect a 3% benchmark AIR. These figures also assume a steady annual rate of return. For purposes of presentation (of Non-Standard Performance), we may assume that the Deferred Annuities and the Income Annuities were in existence prior to the inception date of the investment divisions in the Separate Account that funds the Deferred Annuities and the Income Annuities. In these cases, we calculate performance based on the historical performance of the underlying Metropolitan Fund, Met Investors Fund and American Funds Portfolios since the Portfolio inception date. We use the actual accumulation unit or annuity unit data after the inception date. Any performance data that includes all or a portion of the time between the Portfolio inception date and the investment division inception date is hypothetical. Hypothetical returns indicate what the performance data would have been if the Deferred Annuity or Income Annuity had been introduced as of the Portfolio inception date. We calculate performance for certain investment strategies available in the Deferred Annuity, including the Equalizer, Equity Generator and each asset allocation model of the Index Selector. We calculate the performance as a percentage by presuming a certain dollar value at the beginning of a period and comparing this dollar value with the dollar value based on historical performance at the end of that period. This percentage return assumes that there have been no withdrawals or other unrelated transactions. We may also present average annual total return calculations which reflect all Separate Account charges and applicable withdrawal charges since the Portfolio inception date. We use the actual accumulation unit or annuity unit data after the inception date. Any performance data that includes all or a portion of the time between the Portfolio inception date and the investment division inception date is hypothetical. Hypothetical returns indicate what the performance data would have been if the Deferred Annuities and Income Annuities had been introduced as of the Portfolio inception date. We may state performance for the investment divisions of the Income Annuity which reflect deduction of the insurance-related charge and investment-related charge, if accompanied by the annualized change in annuity unit value. Past performance is no guarantee of future results. C-PPA- 67 We may demonstrate hypothetical values of income payments over a specified period based on historical net asset values of the Portfolios and the historical annuity unit values and the applicable annuity purchase rate, either for an individual for whom the illustration is to be produced or based upon certain assumed factors (e.g., male, age 65). These presentations reflect the deduction of the maximum insurance-related charge and investment-related charge. If the presentation is for an individual, we may also provide a presentation that reflects the applicable (rather than the maximum) insurance-related charge, as well as the annuity unit values and the investment-related charge. We may assume that the Income Annuity was in existence prior to its inception date. When we do so, we calculate performance based on the historical performance of the underlying Portfolio for the period before the inception date of the Income Annuity and historical annuity value values. Historical performance information should not be relied on as a guarantee of future performance results. We may also demonstrate hypothetical future values of income payments over a specified period based on assumed rates of return (which will not exceed 12% and which will include an assumption of 0% as well) for the Portfolios, hypothetical annuity unit values and the applicable annuity purchase rate, either for an individual for whom the illustration is to be produced or based upon certain assumed factors (e.g., male, age 65). These presentations reflect the deduction of the maximum insurance-related charge and the average of investment-related charges for all Portfolios to depict investment-related charges. If the presentation is for an individual, we may also provide a presentation that reflects the applicable (rather than the maximum) insurance-related charge, as well as the annuity unit values and the investment-related charge. An illustration should not be relied upon as a guarantee of future results. Performance figures will vary among the various Deferred Annuities and Income Annuities as a result of different Separate Account charges and early withdrawal charges. C-PPA- 68 CHANGES TO YOUR DEFERRED ANNUITY OR INCOME ANNUITY We have the right to make certain changes to your Deferred Annuity or Income Annuity, but only as permitted by law. We make changes when we think they would best serve the interest of annuity owners or would be appropriate in carrying out the purposes of the Deferred Annuity or Income Annuity. If the law requires, we will also get your approval and the approval of any appropriate regulatory authorities. Examples of the changes we may make include: * To operate the Separate Account in any form permitted by law. * To take any action necessary to comply with or obtain and continue any exemptions under the law (including favorable treatment under the Federal income tax laws, including limiting the number, frequency or types of transfers/reallocations permitted). * To transfer any assets in an investment division to another investment division, or to one or more separate accounts, or to our general account, or to add, combine or remove investment divisions in the Separate Account. * To substitute for the Portfolio shares in any investment division, the shares of another class of the Metropolitan Fund, Met Investors Fund or the shares of another investment company or any other investment permitted by law. * To change the way we assess charges, but without increasing the aggregate amount charged to the Separate Account and any currently available portfolio in connection with the Deferred Annuities or Income Annuities. * To make any necessary technical changes in the Deferred Annuities or Income Annuities in order to conform with any of the above-described actions. If any changes result in a material change in the underlying investments of an investment division in which you have a balance or an allocation, we will notify you of the change. You may then make a new choice of investment divisions. For Deferred Annuities issued in Pennsylvania (and Income Annuities where required by law), we will ask your approval before making any technical changes. VOTING RIGHTS Based on our current view of applicable law, you have voting interests under your Deferred Annuity or Income Annuity concerning Metropolitan Fund, Met Investors Fund and American Funds proposals that are subject to a shareholder vote. Therefore, you are entitled to give us instructions for the number of shares which are deemed attributable to your Deferred Annuity or Income Annuity. C-PPA- 69 We will vote the shares of each of the underlying Portfolios held by the Separate Account based on instructions we receive from those having a voting interest in the corresponding investment divisions. However, if the law or the interpretation of the law changes, we may decide to exercise the right to vote the Portfolio's shares based on our own judgment. You will be entitled to give instructions regarding the votes attributable to your Non-Qualified or IRA Deferred Annuity or an Income Annuity in your sole discretion. Under the unallocated Keogh Deferred Annuity, participants may instruct you to give us instructions regarding shares deemed attributable to their contributions to the Deferred Annuity. Under the unallocated Keogh Deferred Annuity, we will provide you with the number of copies of voting instruction soliciting materials that you request so that you may furnish such materials to participants who may give you voting instructions. Neither the Separate Account nor MetLife has any duty to inquire as to the instructions received or your authority to give instructions; thus, as far as the Separate Account, and any others having voting interests in respect of the Separate Account are concerned, such instructions are valid and effective. There are certain circumstances under which we may disregard voting instructions. However, in this event, a summary of our action and the reasons for such action will appear in the next semiannual report. If we do not receive your voting instructions, we will vote your interest in the same proportion as represented by the votes we receive from other investors. Shares of the Metropolitan Fund, Met Investors Fund or American Funds that are owned by our general account or by any of our unregistered separate accounts will be voted in the same proportion as the aggregate of: * The shares for which voting instructions are received, and * The shares that are voted in proportion to such voting instructions. However, if the law or the interpretation of the law changes, we may decide to exercise the right to vote the Portfolio's shares based on our judgment. WHO SELLS THE DEFERRED ANNUITIES AND INCOME ANNUITIES All Deferred Annuities and Income Annuities are sold through our licensed sales representatives. We are registered with the Securities and Exchange Commission as a broker-dealer under the Securities Exchange Act of 1934. We are also a member of the National Association of Securities Dealers, Inc. Deferred Annuities and Income Annuities are also sold through other registered broker-dealers. They also may be sold through the mail or over the Internet. [SNOOPY AND WOODSTOCK SHAKE GRAPHIC] C-PPA- 70 The licensed sales representatives and broker-dealers who sell the annuities may be compensated for these sales by commissions that we pay. There is no front-end sales load deducted from purchase payments to pay sales commissions. Distribution costs are recovered from the Separate Account charge. The commissions we pay range from 0% to 6% of purchase payments. The commission we pay upon annuitization of the Deferred Annuity is 0% to 3% of the amount applied to provide the payments. We also make payments to our licensed sales representatives based upon the total Account Balances of the Deferred Annuities assigned to the sales representative. Under this compensation program, we pay an amount up to .18% of the total Account Balances of the Deferred Annuities and other annuity contracts, certain mutual fund account balances and cash values of certain life insurance policies. These asset based commissions compensate the sales representative for servicing the Deferred Annuities. These payments are not made for Income Annuities. FINANCIAL STATEMENTS The financial statements and related notes for the Separate Account and MetLife are in the SAI and are available from MetLife upon request. Deloitte & Touche, LLP, who are independent auditors, audit these financial statements. YOUR SPOUSE'S RIGHTS If you received your contract through a qualified retirement plan and your plan is subject to ERISA (the Employee Retirement Income Security Act of 1974) and you are married, the income payments, withdrawal provisions, and methods of payment of the death benefit under your Deferred Annuity or Income Annuity may be subject to your spouse's rights. If your benefit is worth $5,000 or less, your plan may provide for distribution of your entire interest in a lump sum without your spouse's consent. For details or advice on how the law applies to your circumstances, consult your tax advisor or attorney. WHEN WE CAN CANCEL YOUR DEFERRED ANNUITY OR INCOME ANNUITY We may not cancel your Income Annuity, except as described in the Withdrawal Option section of this Prospectus. We may cancel your Deferred Annuity only if we do not receive any purchase payments from you for 36 consecutive months and your Account Balance is less than $2,000 (except for the unallocated Keogh Deferred Annuity). We may only cancel the unallocated Keogh C-PPA- 71 Deferred Annuity if we do not receive any purchase payments for you for 12 consecutive months and your Account Balance is less than $15,000. We will only do so to the extent allowed by law. Certain Deferred Annuities do not contain these cancellation provisions. If we do cancel your Deferred Annuity issued in New York, we will return the full Account Balance. In all other cases, you will receive an amount equal to what you would have received if you had requested a total withdrawal of your Account Balance. Early withdrawal charges may apply. INCOME TAXES The following information on taxes is a general discussion of the subject. It is not intended as tax advice. The Internal Revenue Code ("Code") is complex and subject to change regularly. Consult your own tax adviser about your circumstances, any recent tax developments, and the impact of state income taxation. The SAI has additional tax information. For purposes of this section, we address Deferred Annuities and Income Annuities together as annuities. In addition, because the tax treatment of Income Annuities and the pay-out option under Deferred Annuities is generally the same, they are discussed together as income payments. You are responsible for determining whether your purchase of a Deferred Annuity, withdrawals, income payments and any of the transactions under your Deferred Annuity satisfy applicable tax law. Where otherwise permitted under the Deferred and Income Annuities, the transfer of ownership of a Deferred or Income Annuity, the designation (or change in such a designation) of an annuitant, beneficiary or other payee who is not also an owner, the exchange of a Deferred or Income Annuity, or the receipt of a Deferred or Income Annuity in an exchange, may result in income tax and other tax consequences, including estate tax, gift tax and generation skipping transfer tax, that are not discussed in this Prospectus. Please consult your tax adviser. MetLife does not expect to incur Federal, state or local income taxes on the earnings or realize capital gains attributable to the Separate Account. However, if we do incur such taxes in the future, we reserve the right to charge amounts allocated to the Separate Account for these taxes. To the extent permitted under Federal tax law, we may claim the benefit of certain foreign tax credits attributable to taxes paid by certain of the Portfolios to foreign jurisdictions. The Economic Growth and Tax Relief Reconciliation Act of 2001 made certain changes to qualified plans and IRA's, including: * increasing the contribution limits for qualified plans and Traditional and Roth IRAs, starting in 2002; Simply stated, Federal income tax rules for Deferred Annuities generally provide that earnings are not subject to tax until withdrawn. This is referred to as tax deferral. C-PPA- 72 * adding "catch-up" contributions for taxpayers age 50 and above; and * adding enhanced portability features. You should consult your tax adviser regarding these changes. Please note that the changes made by the Economic Growth and Tax Relief Reconciliation Act of 2001 (e.g., increased contribution limits for IRAs and qualified plans) expire after 2010. GENERAL Deferred annuities are a means of setting aside money for future needs -- usually retirement. Congress recognizes how important saving for retirement is and has provided special rules in the Code. All IRAs receive tax deferral under the Code. Although there are no additional tax benefits by funding your IRA or qualified plan with an annuity, it does provide you additional insurance benefits such as the availability of a guaranteed income for life. WITHDRAWALS Because these products are intended for retirement, if you make a taxable withdrawal before age 59 1/2 you may incur a tax penalty. When money is withdrawn from your contract (whether by you or your beneficiary), the amount treated as taxable income and taxed as ordinary income differs depending on the type of: * annuity you purchase (e.g., Non-Qualified or IRA), and * pay-out option you elect. We are not responsible for determining if your employer's plan or arrangement satisfies the requirements of the Code and/or ERISA. If you meet certain requirements, your Roth IRA earnings are free from Federal income taxes. WITHDRAWALS BEFORE AGE 59 1/2 If you receive a taxable distribution from your contract before you reach age 59 1/2, this amount may be subject to a 10% penalty tax, in addition to ordinary income taxes. [PIGGY BANK GRAPHIC] C-PPA- 73 As indicated in the chart below, some taxable distributions prior to age 59 1/2 are exempt from the penalty. Some of these exceptions include amounts received:
Type of Contract --------------------------------------------------- 401(a) 401(k) Non Trad. Keogh Roth Qualified IRA 403(a) IRA --------- ----- ------ ---- In a series of substantially equal payments made annually (or more frequently) for life or life expectancy (SEPP) x x x(1) x After you die x x x x After you become totally disabled (as defined in the Code) x x x x To pay deductible medical expenses x x x To pay medical insurance premiums if you are unemployed x x To pay for qualified higher education expenses, or x x For qualified first time home purchases up to $10,000 x x After separation from service if you are over age 55 at the time of separation x After December 31, 1999 for IRS levies x x x Under certain income annuities providing for substantially equal payments over the "pay-out" period x (1) You must also be separated from service
SYSTEMATIC WITHDRAWAL PROGRAM OR INCOME OPTIONS FOR SUBSTANTIALLY EQUAL PERIODIC PAYMENTS (SEPP) If you are considering using the Systematic Withdrawal Program or selecting an income option for the purpose of meeting the SEPP exception to the 10% tax penalty, consult with your tax adviser. It is not clear whether certain withdrawals or income payments under a variable annuity will satisfy the SEPP exception. If you receive systematic payments that you intend to qualify for the SEPP exception, any modifications (except due to death or disability) to your payment before age 59 1/2 or within five years after beginning SEPP payments, whichever is later, will generally result in the retroactive imposition of the 10% penalty with interest. Such modifications may include additional purchase payments or withdrawals (including tax-free transfers or rollovers of income payments) from the Deferred Annuity. If you have purchased an Income Annuity with a withdrawal option prior to attaining age 59 1/2 and you exercise the withdrawal option, the taxable portion of the additional payment will generally be subject to the 10% penalty tax in addition to ordinary income tax. Any future [SNOOPY WITH TAX BILL GRAPHIC] C-PPA- 74 income payments you receive may also be subject to the 10% penalty tax. Consult your tax advisor. If you have not attained age 59 1/2 at the time of purchase and intend to use the Income Annuity to meet the substantially equal periodic payment exception to the 10% penalty tax, note that the exercise of the withdrawal option prior to the later of (a) your attaining age 59 1/2 or (b) five years after income payments had begun, will generally also result in the retroactive imposition of the 10% penalty tax (with interest) in addition to ordinary income tax on income payments previously received. NON-QUALIFIED ANNUITIES * Purchase payments to Non-Qualified Contracts are on an "after-tax" basis, so you only pay income taxes on your earnings. Generally, these earnings are taxed when received from the Contract. * Your Non-Qualified Contract may be exchanged for another Non-Qualified annuity without paying income taxes if certain Code requirements are met. * Consult your tax advisor prior to changing the annuitant or prior to changing the date you determine to commence income payments if permitted under the terms of your contract. It is conceivable that the IRS could consider such actions to be a taxable exchange of annuity contracts. * When a non-natural person owns a Non-Qualified Contract, the annuity will generally not be treated as an annuity for tax purposes and thus lose the benefit of tax deferral. Corporations and certain other entities are generally considered non-natural persons. However, an annuity owned by a non-natural person as agent for an individual will be treated as an annuity for tax purposes. * Where the annuity is beneficially owned by a non-natural person and the annuity qualifies as such for Federal Income tax purposes, the entity may have a limited ability to deduct interest payments. * Annuities issued after October 21, 1988 by the same insurance company (or an affiliate) in the same year are combined for tax purposes. As a result, a greater portion of your withdrawals may be considered taxable income than you would otherwise expect. * Where otherwise permitted under the Deferred Annuity, assignments, pledges and other types of transfers of all or a portion of your Account Balance may result in the immediate taxation of the gain in your Deferred Annuity. This rule may not apply to certain transfers between spouses. After-tax means that your purchase payments for your annuity do not reduce your taxable income or give you a tax deduction. C-PPA- 75 DIVERSIFICATION In order for your Non-Qualified Contract to be considered an annuity contract for Federal income tax purposes, we must comply with certain diversification standards with respect to the investments underlying the contract. We believe that we satisfy and will continue to satisfy these diversification standards. Inadvertent failure to meet these standards may be correctable. Failure to meet these standards would result in immediate taxation to contract holders of gains under their contract. CHANGES TO TAX RULES AND INTERPRETATIONS Changes in applicable tax rules and interpretations can adversely affect the tax treatment of your annuity. These changes may take effect retroactively. Examples of changes that could create adverse tax consequences include: -- Possible taxation of transfers/reallocations between investment divisions and/or transfers/reallocations from/between an investment division to/and a fixed option. -- Possible taxation as if you were the owner of your portion of the Separate Account's assets. -- Possible limits on the number of funding options available or the frequency of transfers/reallocations among them. We reserve the right to amend your Deferred Annuity where necessary to maintain its status as a variable annuity contract under Federal tax law and to protect you and other contract holders in the investment divisions from adverse tax consequences. PURCHASE PAYMENTS Although the Code does not limit the total amount of your purchase payments, your contract may have a limit. PARTIAL AND FULL WITHDRAWALS Generally, when you (or your beneficiary in the case of a death benefit) make a partial withdrawal from your Non-Qualified annuity, the Code treats such a withdrawal as: * First coming from earnings (and thus subject to income tax); and * Then from your purchase payments (which are not subject to income tax). * This rule does not apply to payments made pursuant to an income pay-out option under your contract. * In the case of a full withdrawal, the withdrawn amounts are treated as first coming from your non-taxable return of purchase payments and then from a taxable payment of earnings. [WOODSTOCK FLYING GRAPHIC] C-PPA- 76 INCOME PAYMENTS Income payments are subject to an "excludable amount" which determines how much of each payment is treated as: * A non-taxable return of your purchase payment; and * A taxable payment of earnings. The Internal Revenue Service (the "IRS") has not specifically approved the use of a method to calculate an excludable amount with respect to a variable income annuity where reallocations are permitted between investment divisions or between an investment division and the Fixed Income Option. We generally will tell you how much of each income payment is a non-taxable return of your purchase payment. However, it is possible that the IRS could conclude that the taxable portion of income payments under a non-qualified contract is an amount greater (or less) than the taxable amount determined by us and reported by us to you and the IRS. Generally, once the total amount treated as a non-taxable return of your purchase payment equals your purchase payment (reduced by any refund or guarantee feature as required under Federal tax law), then all remaining payments are fully taxable. We will withhold a portion of the taxable amount of your income payment for income taxes, unless you elect otherwise. The amount we withhold is determined by the Code. If the amount of income payments received in any calendar year is less than the exclusion amount applicable to the year, you may generally elect the year in which to begin to apply this excess over the remaining income stream. EXERCISE OF WITHDRAWAL OPTION If your Income Annuity has been purchased with a withdrawal option and is terminated as a result of the exercise of the withdrawal option, the taxable portion of the payment will generally be the excess of the proceeds received over your remaining after-tax contributions. It is uncertain how amounts received under the exercise of a partial withdrawal option are taxed. The IRS may take the position that the entire amount of the withdrawal could be treated as taxable income. Exercise of the withdrawal option may adversely impact the amount of subsequent payments which can be treated as a non-taxable return of investment. We intend to recompute the unrecovered investment in the Income Annuity after the withdrawal and allocate this amount over the remaining income payments. However, it is conceivable that the IRS may impose a different methodology which would result in a different taxable amount of each income payment. C-PPA- 77 AFTER DEATH The death benefit under an annuity is generally taxable to the recipient in the same manner as if paid to the owner (under the rules for withdrawals or income payments, whichever is applicable). If you die before the annuity starting date, as defined under the income tax regulations, payment of your entire interest in the contract must be made within five years of the date of your death or payments must begin under a pay-out option allowed by the Code to your beneficiary within one year of the date of your death. If you die on or after the annuity starting date, payments must continue to be made at least as rapidly as before your death in accordance with the income type selected. If you die before all purchase payments are returned, the unreturned amount may be deductible on your final income tax return or excluded from income by your beneficiary if income payments continue after your death. In the case of joint owners, the above rules will be applied on the death of any owner. When the owner is not a natural person, these rules will be applied on the death (or change) of any annuitant. After your death, if your designated beneficiary dies prior to electing a method for the payment of the death benefit, the only remaining interest in the Contract will be paid out in a lump sum. In all cases, such payments will be made within five years of the date of your death. QUALIFIED ANNUITIES INDIVIDUAL RETIREMENT ANNUITIES [TRADITIONAL IRAS AND ROTH IRAS] GENERAL Generally, except for Roth IRAs, your IRA can accept deductible (or pre-tax) and non-deductible (after-tax) purchase payments. Deductible or pre-tax purchase payments will be taxable when distributed from the contract. * Your annuity is generally not forfeitable (e.g., not subject to claims of your creditors) and you may not transfer it to someone else. * You can transfer your IRA proceeds to a similar IRA, certain eligible retirement plans of an employer without incurring Federal income taxes if certain conditions are satisfied. * The sale of a contract for use with an IRA may be subject to special disclosure requirements of the Internal Revenue Service. Purchasers of a contract for use with IRAs will be provided with supplemental information required by the Internal Revenue Ser- If you die during the accumulation phase of a Deferred Annuity and your spouse is your beneficiary or a co-owner he or she may elect to continue as "owner" of the contract. For individuals under 50, your total annual contributions to all your Traditional and Roth IRAs for 2003 and 2004 may not exceed the lesser of $3,000 or 100% of your "compensation" as defined by the Code. In some cases, your purchase payments may be tax deductible. C-PPA- 78 vice or other appropriate agency. A contract issued in connection with an IRA will be amended as necessary to conform to the requirements of the Code. TRADITIONAL IRA ANNUITIES PURCHASE PAYMENTS Generally: * Except for permissible rollovers and direct transfers, purchase payments to Traditional and Roth IRAs for individuals under age 50 are limited to the lesser of 100% of compensation or an amount specified by the Code ($3,000 for 2003-2004). This amount increases to $4,000 for tax years 2005-2007 and reaches $5,000 in 2008 (adjusted for inflation thereafter). Purchase payments up to the deductible amount for the year can also be made for a non-working spouse provided the couple's compensation is at least equal to their aggregate purchase payments. * Beginning in 2002, individuals age 50 or older can make an additional "catch-up" purchase payment of $500 a year (assuming the individual has sufficient compensation). This amount increases to $1,000 for tax years beginning in 2006. * Purchase payments in excess of permitted amounts may be subject to a penalty tax. * Purchase payments (except for permissible rollovers and direct transfers) are generally not permitted after the calendar year in which you become 69 1/2. * These age and dollar limits do not apply to tax-free rollovers or transfers from other IRAs or other eligible retirement plans. * If certain conditions are met, you can change your Traditional IRA purchase payment to a Roth IRA before you file your income tax return (including filing extensions). * If contributions are being made under a SEP or a SAR-SEP plan of your employer, additional amounts may be contributed as permitted by the Code and the terms of the employer's plan. Annual purchase payments are generally deductible up to the above limits if neither you nor your spouse was an "active participant" in another qualified retirement plan during the taxable year. You will not be treated as married for these purposes if you lived apart for the entire taxable year and file separate returns. For 2003, if you are an "active participant" in another retirement plan and if your adjusted gross income is $40,000 or less ($60,000 for married couples filing jointly, however, never fully deductible for a married person filing separately), annual contributions are fully deductible. However, contributions are not deductible if your adjusted gross income is over $50,000 ($70,000 for married couples filing jointly, $10,000 for a married person filing separately). If your adjusted gross income falls [LINUS WITH IRA COIN] C-PPA- 79 between these amounts, your maximum deductible amount is phased out. For an individual who is not an "active participant" but whose spouse is, the adjusted gross income limits for the non-active participant spouse is $150,000 for a full deduction (with a phase-out between $150,000 and $160,000). If you file a joint return and you and your spouse are under age 70-1/2 as of the end of the calendar year, you and your spouse may be able to make annual IRA contributions of up to twice the deductible amount to two IRAs, one in your name and one in your spouse's. Neither can exceed the deductible amount, nor can it exceed your joint compensation. WITHDRAWALS AND INCOME PAYMENTS Withdrawals and income payments are included in income except for the portion that represents a return of non-deductible purchase payments. This portion is generally determined based on a ratio of all non-deductible purchase payments to the total values of all your Traditional IRAs. We will withhold a portion of the taxable amount of your withdrawal for income taxes, unless you elect otherwise. The amount we withhold is determined by the Code. MINIMUM DISTRIBUTION REQUIREMENTS Generally, for Traditional IRAs, you must begin receiving withdrawals by April 1 of the calendar year following the year in which you reach age 70 1/2. A tax penalty of 50% applies to withdrawals which should have been taken but were not. Complex rules apply to the timing and calculation of these withdrawals. It is not clear whether certain income payments under a variable annuity will satisfy these rules. Consult your tax advisor prior to choosing a pay-out option. In general, new proposed regulations issued in 2002 permit income payments to increase based not only with respect to the investment experience of the underlying funds but also with respect to actuarial gains. Actuarial gain is the "difference between actuarial assumptions used in pricing and actual experience with respect to those assumptions; or differences between actuarial assumptions used in pricing when the annuity was purchased and actuarial assumptions used in pricing at the time the actuarial gain is determined." Additionally, these proposed regulations permit payments under income annuities to increase due to a full withdrawal or to a partial withdrawal under certain circumstances. If you intend to receive your minimum distributions which are payable over the joint lives of you and a beneficiary who is not your spouse (or over a period not exceeding the joint life expectancy of you and your non-spousal beneficiary), be advised that Federal tax rules may require that payments be made over a shorter period or may require C-PPA- 80 that payments to the beneficiary be reduced after your death to meet the minimum distribution incidental benefit rules and avoid the 50% excise tax. Consult your tax advisor. AFTER DEATH The death benefit is generally taxable to the recipient in the same manner as if paid to the owner (under the rules for withdrawals or income payments, whichever is applicable). Generally, if you die before required minimum distribution withdrawals have begun, we must make payment of your entire interest within five years after the year of your death or begin making payments over a period and in a manner allowed by the Code to your beneficiary by December 31st of the year after your death. If your spouse is your beneficiary, and, if your Contract permits, your spouse may delay the start of these payments until December 31 of the year in which the decedent would have reached age 70 1/2. If you die after required withdrawals begin, payments of your entire remaining interest must be made in a manner and over a period as provided by the Code (and any applicable regulations). You may combine the money required to be withdrawn from each of your Traditional IRAs and withdraw this amount from any one or more of them. If your spouse is your sole beneficiary and if your Contract permits, he or she may elect to continue as "owner" of the Contract. C-PPA- 81 ROTH IRA ANNUITIES GENERAL Roth IRAs are different from other IRAs because you have the opportunity to enjoy tax-free earnings. However, you can only make after-tax purchase payments to a Roth IRA. PURCHASE PAYMENTS Roth IRA purchase payments for individuals under age 50 are non-deductible and are limited to the lesser of 100% of compensation or the amount deductible under the Code ($3,000 for tax years 2003 through 2004), including contributions to all your Traditional and Roth IRAs). This amount increases to $4,000 for tax years 2005-2007 and reaches $5,000 in 2008 (adjusted for inflation thereafter). In 2003 individuals age 50 or older can make an additional "catch-up" purchase payment of $500 a year (assuming the individual has sufficient compensation). This amount increases to $1,000 for tax years beginning in 2006. You may contribute up to the annual contribution limit in 2003, if your modified adjusted gross income does not exceed $95,000 ($150,000 for married couples filing jointly). Purchase payment limits are phased out if your adjusted gross income is between:
STATUS INCOME ---------- ----------- Individual $95,000--$110,000 Married filing jointly $150,000--$160,000 Married filing separately $0--$10,000
-- Annual purchase payment limits do not apply to a rollover from a Roth IRA to another Roth IRA or a conversion from a Traditional IRA to a Roth IRA. -- You can contribute to a Roth IRA after age 70 1/2. -- If you exceed the purchase payment limits, you may be subject to a tax penalty. -- If certain conditions are met, you can change your Roth IRA contribution to a Traditional IRA before you file your income return (including filing extensions). WITHDRAWALS Generally, withdrawals of earnings from Roth IRAs are free from Federal income tax if they meet the following two requirements: * The withdrawal is made: -- At least five taxable years after your first purchase payment to a Roth IRA, and For individuals under 50, annual contributions to your IRAs, including Roth IRAs, for 2003-2004, may not exceed the lesser of $3,000 or 100% of your "compensation" as defined by the Code. C-PPA- 82 * The withdrawal is made: -- On or after you reach age 59 1/2; -- Upon your death or disability; or -- For a qualified first-time home purchase (up to $10,000). Withdrawals of earnings which do not meet these requirements are taxable and a 10% penalty tax may apply if made before age 59 1/2. Withdrawals from a Roth IRA are made first from purchase payments and then from earnings. Generally, you do not pay income tax on withdrawals of purchase payments. However, withdrawals of taxable converted amounts from an non-Roth IRA prior to age 59 1/2 will be subject to the 10% penalty tax (unless you meet an exception) if made within 5 taxable years of such conversion. The order in which money is withdrawn from a Roth IRA is as follows: (All Roth IRAs owned by a taxpayer are combined for withdrawal purposes.) * The first money withdrawn is any annual (non-conversion/ rollover) purchase payments to the Roth IRA. These are received tax and penalty free. * The next money withdrawn is from conversion/rollover contributions from a non-Roth IRA, on a first-in, first-out basis. For these purposes, distributions are treated as coming first from the taxable portion of the conversion/rollover contribution. As previously discussed, depending upon when it occurs, withdrawals of taxable converted amounts may be subject to a penalty tax, or result in the acceleration of inclusion of income. * The next money withdrawn is from earnings in the Roth IRA. This is received tax-free if it meets the requirements previously discussed, otherwise it is subject to Federal income tax and an additional 10% penalty tax may apply if you are under age 59 1/2. * We may be required to withhold a portion of your withdrawal for income taxes, unless you elect otherwise. The amount withheld is determined by the Code. CONVERSION You may convert/rollover an existing IRA to a Roth IRA if your modified adjusted gross income does not exceed $100,000 in the year you convert. If you are married but file separately, you may not convert a Traditional IRA into a Roth IRA. Except to the extent you have non-deductible IRA purchase payments, the amount converted from an existing IRA into a Roth IRA is taxable. Generally, the 10% early withdrawal penalty does not apply to conversions/rollovers. (See exception discussed previously.) C-PPA- 83 If you mistakenly convert or otherwise wish to change your Roth IRA purchase payment to a Traditional IRA purchase payment, the tax law generally allows you to reverse your conversion provided you do so before October 15th of the year following the year of the conversion if certain conditions are met. Unless you elect otherwise, the amount converted from a Traditional IRA to a Roth IRA will be subject to income tax withholding. The amount withheld is determined by the Code. AFTER DEATH Generally, when you die we must make payment of your entire interest by December 31st of the year that is the fifth anniversary of your death or begin payments over a period and in a manner allowed by the Code to your beneficiary by December 31st of the year after your death. If your spouse is your beneficiary, your spouse may delay the start of required payments until December 31st of the year in which you would have reached age 70 1/2. If your spouse is your sole beneficiary and if your Contract permits, he or she may elect to continue as "owner" of the Contract. ANNUITIES PURCHASED UNDER SECTION 401(a), 401(k) OR 403(a) PLANS PURCHASE PAYMENTS Generally, all purchase payments will be contributed on a "before-tax" basis. This means that the purchase payments either reduce your income, entitle you to a tax deduction or are not subject to current income tax. Under some circumstances, "after-tax" purchase payments can be made to certain annuities. These purchase payments do not reduce your taxable income or give you a tax deduction. There are annual purchase payment limits for these annuities under the Code. Purchase payments in excess of these limits may result in adverse tax consequences. Your contract may accept certain direct transfers and rollovers from other qualified plan accounts and contracts which are not subject to the annual limitation on purchase payments. PARTIAL AND FULL WITHDRAWALS If certain requirements are met, you may be able to transfer amounts in your Contract to another eligible retirement plan or IRA. Because your purchase payments are generally on a before-tax basis, you pay income taxes on the full amount of money you withdraw as well as income earned under the contract. This portion is generally determined based upon the ratio of all non-deductible purchase C-PPA- 84 payments to the total value of your plan benefit or account balance. Withdrawals attributable to any after-tax contributions are not subject to income tax. MINIMUM DISTRIBUTION REQUIREMENTS Generally, for plans or arrangements other than IRAs, you must begin receiving withdrawals from your Contract by April 1 of the calendar year following the later of: * The year you turn age 70 1/2 or * Provided you do not own 5% or more of your employer, and to the extent permitted by your plan and contract, the year you retire. Complex rules apply to timing and calculating these withdrawals. A tax penalty of 50% applies to withdrawals, which should have been taken but were not. It is not clear whether certain income payments under a variable annuity will satisfy this rule. Consult your tax advisor prior to choosing an income option. In general, new proposed regulations issued in 2002 permit income payments to increase based not only with respect to the investment experience of the underlying funds but also with respect to actuarial gains. Actuarial gain is the "difference between actuarial assumptions used in pricing and actual experience with respect to those assumptions; or differences between actuarial assumptions used in pricing when the annuity was purchased and actuarial assumptions used in pricing at the time the actuarial gain is determined." Additionally, these proposed regulations permit payments under income annuities to increase due to a full withdrawal or to a partial withdrawal under certain circumstances. If you intend to receive your minimum distributions which is payable over the joint lives of you and a beneficiary who is not your spouse (or over a period not exceeding the joint life expectancy of you and your non-spousal beneficiary), be advised that Federal tax rules may require that payments be made over a shorter period or may require that payments to the beneficiary be reduced after your death to meet the minimum distribution incidental benefit rules and avoid the 50% excise tax. Consult your tax advisor before selecting a pay-out option. DEFINED BENEFIT PLANS Under proposed income tax regulations published in April 2002, defined benefit plans may no longer automatically satisfy minimum distribution requirements through the purchase of a variable annuity. However, until the regulations are finalized, transitional rules apply which may permit the purchase of certain variable annuities by defined benefit plans. It is not clear that any favorable transitional rules will apply to the Income Annuity. You should consult a tax C-PPA- 85 advisor prior to purchasing the Income Annuity in connection with a defined benefit plan. MANDATORY 20% WITHHOLDING We are required to withhold 20% of the taxable portion of your withdrawal that constitutes an "eligible rollover distribution" for Federal income taxes. We are not required to withhold this money if you direct us, the trustee or the custodian of the plan to directly rollover your "eligible rollover distribution" to a traditional IRA or another eligible retirement plan. Generally, an "eligible rollover distribution" is any amount you receive from your Contract. However, it does not include distributions that are: * A series of substantially equal periodic payments made at least annually for: -- Your life or life expectancy -- Both you and your beneficiary's lives or life expectancies -- A specified period of 10 years or more * To satisfy minimum distribution requirements * Certain withdrawals on account of financial hardship Other exceptions to the definition of "eligible rollover distributions" may exist. For taxable withdrawals that are not "eligible rollover distributions" the Code requires different withholding rules which are determined at the time of payment. You may elect out of these withholding requirements. Generally, income payments made on or after the required beginning date (as previously discussed in "Minimum Distribution Requirements") are not eligible rollover distributions. Additionally, payments under certain types of income annuities are not treated as eligible rollover distributions. We or your qualified plan administrator will notify you (or your spousal beneficiary) if an income payment or death benefit is an eligible rollover distribution. AFTER DEATH The death benefit is generally taxable to the recipient in the same manner as if paid to the owner (under the rules for withdrawals or income payments, whichever is applicable). If you die before required minimum distribution withdrawals have begun, we must make payment of your entire interest in the Contract by the December 31st of the year that is the fifth anniversary of your death or begin payments over a period and in a manner allowed by the Code to your beneficiary by December 31st of the year after your death. C-PPA- 86 If your spouse is your beneficiary and if your Contract permits, your spouse may delay the start of distributions until December 31st of the year in which you would have reached age 70 1/2. If you die after required withdrawals begin, payments of your entire remaining interest must be made in a manner and over a period as provided under the Code and applicable income tax regulations. C-PPA- 87 TABLE OF CONTENTS FOR THE STATEMENT OF ADDITIONAL INFORMATION PAGE COVER PAGE.................... ..................... 1 TABLE OF CONTENTS................. ................. 1 INDEPENDENT AUDITORS............... ................ 2 SERVICES..................... ...................... 2 DISTRIBUTION OF CERTIFICATES AND INTERESTS IN THE DEFERRED ANNUITIES AND INCOME ANNUITIES... .... 2 EARLY WITHDRAWAL CHARGE.............. .............. 2 EXPERIENCE FACTOR................. ................. 2 VARIABLE INCOME PAYMENTS............. .............. 2 INVESTMENT MANAGEMENT FEES............ ............. 5 PERFORMANCE DATA AND ADVERTISEMENT OF THE SEPARATE ACCOUNT............. ............. 7 VOTING RIGHTS................... ................... 9 ERISA....................... ....................... 10 TAXES....................... ....................... 11 PERFORMANCE DATA................. .................. 22 FINANCIAL STATEMENTS OF THE SEPARATE ACCOUNT... .... F-1 FINANCIAL STATEMENTS OF METLIFE.......... .......... F-65
[PEANUTS GANG GRAPHIC] C-PPA- 88 APPENDIX PREMIUM TAX TABLE If you are a resident of one of the following jurisdictions, the percentage amount listed by the jurisdiction is the premium tax rate applicable to your Deferred Annuity or Income Annuity.
Keogh, 401(a), 401(k), and IRA Deferred 403(a) Non-Qualified and Income Deferred and Deferred and Annuities(1) Income Annuities Income Annuities California........... 0.5%(2) 0.5% 2.35% Maine................ -- -- 2.0% Nevada............... -- -- 3.5% Puerto Rico.......... 1.0% 1.0% 1.0% South Dakota......... -- -- 1.25% West Virginia........ 1.0% 1.0% 1.0% Wyoming.............. -- -- 1.0%
- ---------------- (1) PREMIUM TAX RATES APPLICABLE TO IRA DEFERRED AND INCOME ANNUITIES PURCHASED FOR USE IN CONNECTION WITH INDIVIDUAL RETIREMENT TRUST OR CUSTODIAL ACCOUNTS MEETING THE REQUIREMENTS OF SEC.408(a) OF THE CODE ARE INCLUDED UNDER THE COLUMN HEADED "IRA DEFERRED AND INCOME ANNUITIES." (2) WITH RESPECT TO DEFERRED AND INCOME ANNUITIES PURCHASED FOR USE IN CONNECTION WITH INDIVIDUAL RETIREMENT TRUST OR CUSTODIAL ACCOUNTS MEETING REQUIREMENTS OF SEC.408(a) OF THE CODE, THE ANNUITY TAX RATE IN CALIFORNIA IS 2.35% INSTEAD OF 0.5%. PEANUTS(C) UNITED FEATURE SYNDICATE, INC. (C)2003 METROPOLITAN LIFE INSURANCE COMPANY [LUCY'S TAXES GRAPHICS] C-PPA- 89 REQUEST FOR A STATEMENT OF ADDITIONAL INFORMATION/CHANGE OF ADDRESS If you would like any of the following Statements of Additional Information, or have changed your address, please check the appropriate box below and return to the appropriate address below. [ ] Metropolitan Life Separate Account E, Metropolitan Series Fund, Inc. and Met Investors Series Trust [ ] American Funds Insurance Series [ ] I have changed my address. My current address is: - ------------------------------- Name ------------------------------- (Contract Number) Address ------------------------------- - ------------------------------- ------------------------------- (Signature) zip
For Deferred Annuities (including annuitized Deferred Annuities): Metropolitan Life Insurance Company 1600 Division Road West Warwick, RI 02893 For Income Annuities: Metropolitan Life Insurance Company P.O. Box 406904 Atlanta, GA 30384-6904 [METLIFE LOGO] PRSRT STD U.S. Postage Paid METLIFE Metropolitan Life Insurance Company Johnstown Office, 500 Schoolhouse Road Johnstown, PA 15904-2914 Supplement Dated October 27, 2003 to Statement of Additional Information Dated May 1, 2003 METROPOLITAN LIFE INSURANCE COMPANY METROPOLITAN LIFE SEPARATE ACCOUNT E Preference Plus and Financial Freedom Account Group and Individual Deferred Annuity and Income Annuity Contracts Form N-4 Part B This Statement of Additional Information is not a prospectus but contains information in addition to and more detailed than that set forth in the Prospectuses for Preference Plus and Financial Freedom Account Deferred Annuities and Income Annuities (including those which may also be known as MetLife Personal IncomePlus(SM) Contracts), and should be read in conjunction with the Prospectuses. The "A" and "B" prospectuses for the Preference Plus Account Deferred Annuities and Income Annuities, dated May 1, 2003, (which relates to the following tax markets: Individual Retirement Annuities, Roth Individual Retirement Annuities, SIMPLE Individual Retirement Annuities, Non-Qualified Annuities, Simplified Employee Pensions, Tax Sheltered Annuities, Public Employee Deferred Compensation, Keogh and Qualified Annuity Plans under Section 403(a) of the Internal Revenue Code.) The Prospectus for the Financial Freedom Account Deferred Annuities and Income Annuities is dated May 1, 2003. The "C" Prospectus of the Preference Plus Account Non-Qualified Individual Retirement, Roth Individual Retirement and unallocated Keogh Deferred Annuities and Qualified and Non-Qualified Income Annuities is dated October 27, 2003. Except for the MetLife Personal IncomePlus Contracts, copies of the Prospectus for the Preference Plus Account and Financial Freedom Account Deferred Annuities and Income Annuities, may be obtained from Metropolitan Life Insurance Company, 1600 Division Road, West Warwick, Rhode Island 02893. Copies of the MetLife Personal IncomePlus Contracts Prospectus may be obtained from Metropolitan Life Insurance Company, P.O. Box 406904, Atlanta, Georgia 30384-6904. Unless otherwise indicated, the Statement of Additional Information continues the use of certain terms as set forth in the Section entitled "Important Terms You Should Know" of the Prospectuses for the Preference Plus Account and Financial Freedom Account Variable Annuities. This Supplement updates the following information in the May 1, 2003 Statement of Additional Information: VARIABLE INCOME PAYMENTS 1. Change "4%" to "3%" in the first sentence of the paragraph under "Assumed Investment Return (AIR") on page 2. 2. Change "4%" to "3%" and ".99989255" to "0.99991902" in the second sentence in the second paragraph of "Calculating the Annuity Unit Value" on page 3. 3. Substitute the "Illustration of Calculation of Annuity Unit Value" below for the current illustration on page 4: The following illustrations show, by use of hypothetical examples, the method of determining the Annuity Unit Value and the amount of variable income payments upon annuitization. ILLUSTRATION OF CALCULATION OF ANNUITY UNIT VALUE 1. Annuity Unit Value, beginning of period................. $ 10.20000 2. "Experience factor" for period.......................... 1.023558 3. Daily adjustment for 3% of Assumed Investment Rate...... .99991902 4. (2) X (3)............................................... 1.023475 5. Annuity Unit Value, end of period (1) X (4)............. $ 10.43945
ILLUSTRATION OF ANNUITY PAYMENTS (ASSUMES THE FIRST MONTHLY PAYMENT IS MADE WITHIN 10 DAYS OF THE ISSUE DATE OF THE INCOME ANNUITY) Annuitant age 65, Life Annuity with 120 Payments Guaranteed 1. Number of Accumulation Units as of Annuity Date......... 1,500.00 2. Accumulation Unit Value................................. $ 11.80000 3. Accumulation Value of the Deferred Annuity (1) X (2).... $17,700.00 4. First monthly income payment per $1,000 of Accumulation Value................................................... $ 5.52
5. First monthly income payment (3) X (4) / 1,000.......... $ 97.70 6. Assume Annuity Unit Value as of Annuity Date equal to (see Illustration of Calculation of Annuity Unit Value above).................................................. $ 10.80000 7. Number of Annuity Units (5) / (6)....................... 9.04630 8. Assume Annuity Unit Value for the second month equal to (10 days prior to payment).............................. $ 10.97000 9. Second monthly Annuity Payment (7) X (8)................ $ 99.24 10. Assume Annuity Unit Value for third month equal to...... $ 10.52684 11. Next monthly Annuity Payment (7) X (10)................. $ 95.23
PERFORMANCE DATA AND ADVERTISEMENT OF THE SEPARATE ACCOUNT 1. Delete the sentence in the first column, nine lines from the bottom of the page, on page 8 and replace with the following: Average annual total return (also known as annualized change in annuity value for the Income Annuities) calculations ("Standard Performance") differs from the change in Accumulation Unit Value and Annuity Unite Value because it assumes a steady rate of return and reflects all expenses and applicable early withdrawal charges. 2. Add at the end of the paragraph, in the second column on page 8, which is before the first new paragraph in the second column on page 8: These presentations for the Income Annuities reflect a 3% benchmark AIR. 3. Add the following information to the second column, before "Voting Rights" on page 9: We may state performance for the investment divisions of the Income Annuities which reflect deduction of the insurance-related charge and investment-related charge, when accompanied by the annualized change in annuity unit value. Past performance is no guarantee of future results. We may demonstrate hypothetical values of income payments over a specified period based on historical net asset values of the Portfolios and the historical annuity unit values and the applicable annuity purchase rate, either for an individual for whom the illustration is to be produced or based upon certain assumed factors (e.g., male, age 65). These presentations reflect the deduction of the maximum insurance-related charge and the investment-related charge. If the presentation is for an individual, we may also provide a presentation that reflects the applicable insurance-related charge, as well as the annuity unit values and the investment-related charge. We may assume that the Income Annuity was in existence prior to its inception date. When we do so, we calculate performance based on the historical performance of the underlying Portfolio for the period before the inception date of the Income Annuity and historical annuity value values. Historical performance information should not be relied on as a guarantee of future performance results. We may also demonstrate hypothetical future values of income payments over a specified period based on assumed rates of return (which will not exceed 12% and which will include an assumption of 0% as well) for the Portfolios, hypothetical annuity unit values and the applicable annuity purchase rate, either for an individual for whom the illustration is to be produced or based upon certain assumed factors (e.g., male, age 65). These presentations reflect the deduction of the maximum insurance-related charge and the average of investment-related charges for all Portfolios to depict investment-related charges. If the presentation is for an individual, we may also provide a presentation that reflects the applicable insurance-related charge, as well as the annuity unit values and the investment-related charge. An illustration should not be relied upon as a guarantee of future results. TAXES 1. Add the following information after the end of first complete paragraph in the first column on page 12: If you have purchased an Income Annuity with a withdrawal option prior to attaining age 59 1/2 and you exercise the withdrawal option, the taxable portion of the additional payment will generally be subject to the 10% penalty tax in addition to ordinary income tax. Any future income payments you receive may also be subject to the 10% penalty tax. Consult your tax advisor. If you have not attained age 59 1/2 at the time of purchase and intend to use the Income Annuity to meet the substantially equal periodic payment exception to the 10% penalty tax, note that the exercise of the withdrawal option prior to the later of (a) your attaining age 59 1/2 or (b) five years after income payments had begun, will generally also result in the retroactive imposition of the 10% penalty tax (with interest) in addition to ordinary income tax on income payments previously received. 2. Add the following information after the end of the paragraph in the second column on page 12, which is before the first, new paragraph in the second column on page 12: INCOME PAYMENTS Income payments are subject to an "excludable amount" which determines how much of each payment is treated as: * A non-taxable return of your purchase payment; and * A taxable payment of earnings. The Internal Revenue Service (the "IRS") has not specifically approved the use of a method to calculate an excludable amount with respect to a variable income annuity where reallocations are permitted between investment divisions or between an investment division and the Fixed Income Option. We generally will tell you how much of each income payment is a non-taxable return of your purchase payment. However, it is possible that the IRS could conclude that the taxable portion of income payments under a non-qualified contract is an amount greater (or less) than the taxable amount determined by us and reported by us to you and the IRS. Generally, once the total amount treated as a non-taxable return of your purchase payment equals your purchase payment (reduced by any refund or guarantee feature as required under Federal tax law), then all remaining payments are fully taxable. We will withhold a portion of the taxable amount of your income payment for income taxes, unless you elect otherwise. The amount we withhold is determined by the Code. If the amount of income payments received in any calendar year is less than the exclusion amount applicable to the year, you may generally elect the year in which to begin to apply this excess over the remaining income stream. EXERCISE OF WITHDRAWAL OPTION If your Income Annuity contract has been purchased with a withdrawal option and is terminated as a result of the exercise of the withdrawal option, the taxable portion of the payment will generally be the excess of the proceeds received over your remaining after-tax contributions. It is uncertain how amounts received under the exercise of a partial withdrawal option are taxed. It is conceivable that the entire amount of the withdrawal could be treated as taxable income. Exercise of the withdrawal option may adversely impact the amount of subsequent payments which can be treated as a non-taxable return of investment. We intend to recompute the unrecovered investment in the Income Annuity after the withdrawal and allocate this amount over the remaining income payments. However, it is conceivable that the IRS may impose a different methodology which would result in a different taxable amount of each income payment. 3. Add the following information after the end of the third complete paragraph in the second column on page 12: In general, new proposed regulations issued in 2002 permit income payments to increase based not only with respect to the investment experience of the underlying funds but also with respect to actuarial gains. Actuarial gain is the "difference between actuarial assumptions used in pricing and actual experience with respect to those assumptions; or differences between actuarial assumptions used in pricing when the annuity was purchased and actuarial assumptions used in pricing at the time the actuarial gain is determined." Additionally, these proposed regulations permit payments under income annuities to increase due to a full withdrawal or to a partial withdrawal under certain circumstances. DEFINED BENEFIT PLANS Under proposed income tax regulations published in April 2002, defined benefit plans may no longer automatically satisfy minimum distribution requirements through the purchase of a variable annuity. However, until the regulations are finalized, transitional rules apply which may permit the purchase of certain variable annuities by defined benefit plans. It is not clear that any favorable transitional rules will apply to the Income Annuity. You should consult a tax advisor prior to purchasing the Income Annuity in connection with a defined benefit plan. PART II OTHER INFORMATION ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS (a) FINANCIAL STATEMENTS The following financial statements have been previously filed on April 10, 2003, in the Registration Statement filing under this same file number and were included in Part B of that Post-Effective Amendment on Form N-4: Metropolitan Life Separate Account E Independent Auditors' Report Financial Statements for the Years Ended December 31, 2001 and 2002 Statements of Assets and Liabilities Statements of Operations Statements of Changes in Net Assets Notes to Financial Statements Metropolitan Life Insurance Company Independent Auditors' Report Financial Statements for the Years Ended December 31, 2002, 2001 and 2000 Consolidated Balance Sheets Consolidated Statements of Income Consolidated Statements of Cash Flow Consolidated Statements of Equity Notes to Consolidated Financial Statements These statements are incorporated by reference and the Auditor's Consent is Exhibit 10 to this Registration Statement. (b) EXHIBITS (1) -- Resolution of the Board of Directors of Metropolitan Life establishing Separate Account E.(2) (2) -- Not applicable. (3) (a) -- Not applicable. (b) -- Form of Metropolitan Life Insurance Company Sales Agreement.(14) (c) -- Participation Agreement--Calvert.(5) (d) -- Participation Agreements--Fidelity Distributors Corp.(5) (d)(i) -- Supplemental Agreements--Fidelity(6) (e) -- Participation Agreement--New England Zenith Fund(10) (f) -- Participation Agreement--American Funds Insurance Series(11) (g) -- Participation Agreement--Met Investors Series Trust(12) (4) (a) -- Amended Form of IRC Section 401 Group Annuity Contract (VestMet).(5) (a)(i) -- Form of IRC Section 401 Group Annuity Contract (Preference Plus) (Version 2).(5) (a)(ii) -- Form of IRC Section 401 Group Annuity Contract (Preference Plus) (Allocated and Unallocated).(5) (a)(iii) -- Form IRC Section 401 Individual Annuity Contract (Preference Plus).(5) (a)(iv) -- Form IRC Section 401 Group Annuity Contract (Preference Plus) (Oregon).(2) (a)(v) -- Form IRC Section 401 Group Annuity Contract (Preference Plus) (Allocated).(4) (a)(vi) -- Form IRC Section 401 Group Annuity Contract (Preference Plus) (Allocated) (New York).(4) (a)(vii) -- Form of Certificate under IRC Section 401 Group Annuity Contract (Preference Plus) (New York).(4)
II-1 (b) -- Amended Form of IRC Section 403(b) Group Annuity Contract (VestMet).(5) (b)(i) -- Amended Form of IRC Section 403(b) Group Annuity Contract (Preference Plus).(5) (b)(i)(A) -- Form of IRC Section 403(b) Group Annuity Contract (Financial Freedom-LIJ).(5) (b)(i)(B) -- Form of IRC Section 403(b) Group Annuity Contract (Enhanced Preference Plus Contract-Montefiore Medical Center, Maimonides Medical Center, The Mount Sinai Hospital).(2) (b)(i)(C) -- Form of IRC Section 403(b) Group Annuity Contract (Financial Freedom Account) (New Jersey-ABP).(4) (b)(i)(D) -- Form of IRC Section 403(b) Group Annuity Contract (Financial Freedom Account) (Texas-ORP).(4) (b)(i)(E) -- Form of IRC Section 403(b) Individual Annuity Contract (Preference Plus) (Oregon).(4) (b)(ii) -- Form of Certificate under IRC Section 403(b) Group Annuity Contract (VestMet).(5) (b)(iii) -- Form of Certificate under IRC Section 403(b) Group Annuity Contract (Preference Plus) (Version 2).(5) (b)(iii)(A) -- Form of Certificate under IRC Section 403(b) Group Annuity Contract (Preference Plus) (Versions 1 and 2).(5) (b)(iii)(B) -- Amended Form of Certificate under IRC Section 403(b) Group Annuity Contract (Preference Plus) (New York).(5) (b)(iii)(C) -- Form of Certificate under IRC Section 403(b) Group Annuity Contract (Financial Freedom Account).(5) (b)(iii)(D) -- Forms of Certificate under IRC Section 403(b) Group Annuity Contract (Preference Plus--Enhanced TSA Preference Plus Contract).(5) (b)(iii)(E) -- Amended Form of Certificate under IRC Section 403(b) Group Annuity Contract (Preference Plus).(5) (b)(iii)(F) -- Form of Certificate under IRC Section 403(b) Group Annuity Contract (Chapman).(5) (b)(iii)(G) -- Form of Certificate under IRC Section 403(b) Group Annuity Contract (Preference Plus, Enhanced Preference Plus, Financial Freedom) (Oregon).(2) (b)(iii)(H) -- Form of Endorsement under IRC Section 403(b) Group Annuity Contract (Preference Plus).(2) (b)(iii)(I) -- Form of Endorsement under Section 403(b) Group Annuity Contract (Preference Plus, Enhanced Preference Plus, Financial Freedom).(2) (b)(iv) -- Form of Texas Rider for Certificate under IRC Section 403(b) Group Annuity Contract (VestMet).(5) (b)(v) -- Form of Texas Endorsement for Certificate under IRC Section 403(b) Group Annuity Contract (Preference Plus).(5) (b)(vi) -- Form of Certificate under IRC Section 403(b) Group Annuity Contract (Financial Freedom Account) (New Jersey-ABP).(4) (b)(vii) -- Form of Certificate under IRC Section 403(b) Group Annuity Contract (Enhanced Preference Plus) (Oregon).(4) (b)(viii) -- Form of Certificate under IRC Section 403(b) Group Annuity Contract (Financial Freedom) (Texas-ORP).(4) (b)(ix) -- Form of Certificate under IRC Section 403(b) Group Annuity Contract (Financial Freedom Account) (Texas-ORP).(4) (b)(x) -- Forms of Endorsement under IRC Section 403(b) Group Annuity Contract, 403(a) Group Annuity Contract and Individual Retirement Annuity Contract.(4,5) (b)(xi) -- Forms of Endorsement under IRC Section 403(b) Group Annuity Contract.(4,5,8) (b)(xii) -- Forms of Endorsement under IRC Section 403(b) for Annuity Contract (VestMet)--Forms R.S.1208 and G.20247-567(7)
II-2 (b)(xiii) -- Forms of Endorsement under IRC Section 408(b) for Flexible Contribution Individual Retirement Annuity (38PP-90(IRA-1), and (G.4333-15, G.4333 (IRA/ENH)--Forms R.S.1228 and G.20247-568(7,8) (b)(xiv) -- Form of Endorsement under IRC Section 403(b) (G.4333-7)--Form G.20247.563.(7) (b)(xv) -- Form of Endorsement under IRC Section 403(b) (G.4333-7, G.4333 (PPA/TSA- 5))-- Form G.20247-576 (Mutual Benefit Life).(8) (c) -- Form of IRC Section 408 Simplified Employee Pension Contract (VestMet).(5) (c)(i)(A) -- Form of IRC Section 408 Simplified Employee Pension Contract (Preference Plus) (Version 2).(5) (c)(i)(B) -- Amended Form of IRC Section 408 Simplified Employee Pension Contract (Preference Plus).(5) (c)(i)(C) -- Form of IRC Section 408 Simplified Employee Pension Contract (Preference Plus) (Oregon).(2) (c)(i) -- Form of IRC Section 408 Simplified Employee Pension Contract (Illinois, Minnesota) (VestMet).(5) (c)(ii) -- Form of IRC Section 408 Simplified Employee Pension Contract (Michigan) (VestMet).(5) (c)(iii) -- Form of IRC Section 408 Simplified Employee Pension Contract (New York) (VestMet).(5) (c)(iv) -- Form of IRC Section 408 Simplified Employee Pension Contract (South Carolina) (VestMet).(5) (c)(v) -- Form of IRC Section 408 Simplified Employee Pension Contract (Pennsylvania) (VestMet).(5) (c)(vi) -- Form of IRC Section 408 Simplified Employee Pension Contract (Washington) (VestMet).(5) (c)(vii) -- Information Statement concerning IRC Section 408 Simplified Employee Pension Contract (VestMet).(5) (d) -- Form of IRC Section 408 Individual Retirement Annuity Contract (VestMet).(5) (d)(i)(A) -- Form of IRC Section 408 Individual Retirement Annuity Contract (Preference Plus) (Version 2).(5) (d)(i)(B) -- Form of IRC Section 408 Individual Retirement Annuity Contract (Preference Plus).(5) (d)(i)(C) -- Form of IRC Section 408 Individual Retirement Annuity Contract (Preference Plus) (Oregon).(2) (d)(i) -- Form of Endorsement to IRC Section 408 Individual Retirement Annuity Contract (VestMet).(5) (d)(ii) -- Form of Endorsement to IRC Section 408 Individual Retirement Annuity Contract (Michigan) (VestMet).(5) (d)(iii) -- Form of IRC Section 408 Individual Retirement Annuity Contract (Illinois, Minnesota) (VestMet).(5) (d)(iv) -- Form of IRC Section 408 Individual Retirement Annuity Contract (Michigan) (VestMet).(5) (d)(v) -- Form of IRC Section 408 Individual Retirement Annuity Contract (New York) (VestMet).(5) (d)(vi) -- Form of IRC Section 408 Individual Retirement Annuity Contract (South Carolina) (VestMet).(5) (d)(vii) -- Form of IRC Section 408 Individual Retirement Annuity Contract (Pennsylvania) (VestMet).(5) (d)(viii) -- Form of IRC Section 408 Individual Retirement Annuity Contract (Washington) (VestMet).(5) (d)(ix) -- Information Statement concerning IRC Section 408 Individual Retirement Annuity Contract (VestMet).(5)
II-3 (d)(x) -- Form of Endorsement to IRC Section 408 Individual Retirement Annuity Contract (VestMet).(5) (d)(xi) -- Form of Endorsement to IRC Section 408 Individual Retirement Annuity Contract (Michigan) (VestMet).(5) (d)(xii) -- Form of Endorsement to IRC Section 408 Individual Retirement Annuity Contract (South Carolina) (VestMet).(5) (d)(xiii) -- Form of Endorsement to IRC Section 408 Individual Annuity Contract (Preference Plus).(4) (e) -- Amended Form of IRC Section 408 Group Individual Retirement Annuity Contract (VestMet).(5) (e)(1) -- Form of IRC Section 408 Group Individual Retirement Annuity Contract (Preference Plus).(5) (e)(i) -- Form of Certificate under IRC Section 408 Group Individual Retirement Annuity Contract (VestMet).(5) (e)(i)(A) -- Form of Certificate under IRC Section 408 Group Individual Retirement Annuity Contract (Preference Plus).(5) (e)(i)(B) -- Forms of Certificate under IRC Section 408 Group Individual Retirement Annuity Contract (Enhanced).(2,5) (e)(i)(C) -- Form of Certificate under IRC Section 408 Group Individual Retirement Annuity Contract (Oregon).(2) (e)(i)(D) -- Form of Endorsement to IRC Section 408 Group Individual Retirement Annuity Contract (G.4333.15).(8) (f) -- Amended Form of IRC Section 457 Group Annuity Contract for Public Employee Deferred Compensation Plans (VestMet).(5) (f)(i) -- Form of IRC Section 457 Group Annuity Contract for Public Employee Deferred Compensation Plans (Preference Plus) (Version 2).(5) (f)(ii) -- Amended Form of IRC Section 457 Group Annuity Contract for Public Employee Deferred Compensation Plans (Preference Plus).(5) (f)(iii) -- Form of IRC Section 457 Group Annuity Contract for Public Employee Deferred Compensation Plans (Enhanced Preference Plus).(5) (f)(iv) -- Form of IRC Section 457 Group Annuity Contract for Public Employee Deferred Compensation Plans (Financial Freedom).(5) (f)(v) -- Form of IRC Section 457 Group Annuity Contract for Public Employee Deferred Compensation Plans (Enhanced Preference Plus).(4) (f)(vi) -- Form of Endorsement under IRC Section 457(b) for Public Employee Deferred Compensation Plans (G.3068) (Preference Plus)--Form G.7812-45.(7) (g) -- Form of Endorsement to IRC Section 408 Individual Retirement Annuity Contract which Converts Contract into Non-Qualified Status (VestMet).(5) (g)(1) -- Form of Non-Qualified Contract (Preference Plus) (Version 2).(5) (g)(i)(A) -- Amended Form of Non-Qualified Contract (Preference Plus).(5) (g)(i)(B) -- Form of Non-Qualified Contract (Preference Plus) (Oregon).(2) (g)(i) -- Information Statement concerning IRC Section 408 Individual Retirement Annuity Contract with Non-Qualified Endorsement (VestMet).(5) (g)(ii) -- Form of Endorsement to IRC Section 408 Individual Retirement Annuity Contract with Non-Qualified Endorsement (Michigan) (VestMet).(5) (g)(iii) -- Form of Endorsement to IRC Section 408 Individual Retirement Annuity Contract with Non-Qualified Endorsement (South Carolina) (VestMet).(5) (g)(iv) -- Form of Endorsement to Group Annuity Contract.(5) (h) -- Amended Form of Non-Qualified Group Contract (VestMet).(5) (h)(1) -- Form of Non-Qualified Group Contract (Preference Plus).(5)
II-4 (h)(i) -- Form of Certificate under Non-Qualified Group Contract (VestMet).(5) (h)(i)(A) -- Forms of Certificate under Non-Qualified Group Contract (Preference Plus).(5) (h)(i)(A)(i) -- Form of Certificate under Non-Qualified Group Contract (Preference Plus-Enhanced Contract; Enhanced Preference Plus).(2) (h)(i)(A)(ii) -- Form of Certificate under Non-Qualified Group Contract (Preference Plus-Enhanced Contract; Enhanced Preference Plus) (Oregon).(2) (h)(i)(B) -- Form of Non-Qualified Group Contract (Preference Plus).(5) (h)(i)(C) -- Form of Non-Qualified Group Contract (Enhanced Preference Plus).(5) (h)(i)(D) -- Form of Endorsement Concerning Nursing Home or Terminal Illness.(2) (h)(i)(E) -- Form of Endorsement for death claim settlement for MT-(37PP-90(NQ-1), (38PP-90(IRA-)--Form R.S. 1234MT1998.(7) (h)(i)(F) -- Form of Non-Qualified Group Contract (Financial Freedom Account) Form--G.3043.(7) (i) -- Endorsement with respect to Individual IRA and Individual Non-Qualified Contract concerning Death Benefit Provisions (VestMet).(5) (j) -- Specimen of variable retirement annuity contract for Metropolitan Variable Account B.(5) (k) -- Proposed Form of Metropolitan Investment Annuity Program, Form 37-74 MIAP for Metropolitan Life Variable Account C.(5) (l) -- Proposed Form of Metropolitan Investment Annuity Program, Form 37-74 MIAP for Metropolitan Life Variable Account D.(5) (m) -- Specimen of Flexible-Purchase Variable Annuity Contract for Metropolitan Variable Account A.(1) (n) -- Specimen of Variable Annuity Contract, Forms 37TV-65 and 20SV-65 for Metropolitan Variable Account B.(5) (o) -- Form of Certificate under IRC Section 403(a) Group Annuity Contract (Preference Plus).(5) (o)(i) -- Forms of Certificate under IRC Section 403(a) Group Annuity Contract (Financial Freedom).(5) (o)(ii) -- Form of Certificate under IRC Section 403(a) Group Annuity Contract (South Carolina).(5) (o)(iii) -- Form of Certificate under IRC Section 403(a) Group Annuity Contract (SUNY).(5) (o)(iv) -- Form of Certificate under IRC Section 403(a) Group Annuity Contract (Oregon).(2) (p) -- Form of Single Premium Immediate Income Payment Contract (Preference Plus).(5) (q) -- Form of Single Premium Immediate Income Payment Certificate (Enhanced Preference Plus and Financial Freedom).(5) (r) -- Endorsements for Single Premium Immediate Income Payment Contract.(5) (r)(i) -- Form of Endorsement for Single Premium Immediate Income Payment Contract (G.4333(VARPAY)--Form G.20247-560.(7) (r)(ii) -- Form of Endorsement for Single Premium Immediate Income Payment Contract (PSC 93-05A) for unlimited transfers.(8) (s) -- Form of Endorsement with respect to the Roth Individual Retirement Annuity--Form R.S. 1220-PPA.(6) (s)(i) -- Form of Endorsement with respect to the Roth Individual Retirement Annuity--Form R.S. 1220-PPA (Minnesota).(6) (s)(ii) -- Form of Endorsement with respect to the Roth Individual Retirement Annuity--Form R.S. 1220-PPA (New Jersey).(6) (s)(iii) -- Form of Amendment with respect to the Roth Individual Retirement Annuity--Form R.S. 1212-PPA.(6) (s)(iv) -- Form of Amendment with respect to the Roth Individual Retirement Annuity--Form R.S. 1212-PPA (Minnesota).(6)
II-5 (s)(v) -- Form of Amendment with respect to the Roth Individual Retirement Annuity--Form R.S. 1212-PPA (New Jersey).(6) (s)(vi)(A) -- ROTH IRA Endorsements. Forms: R.S. 1233, R.S. 1233OR, R.S. 1233TX(2000).(9) (s)(vi)(B) -- ROTH IRA Amendments. Forms: R.S. 1238, R.S. 1238OR, R.S. 1238TX(2000).(9) (t) -- Form of Group Annuity Contract and Amendment under IRC Section 415(m)--Forms G. 3043A and G. 3043A-1 (Financial Freedom Account).(6) (u) -- Form of Endorsement with respect to Waiver of Administrative Fee--Form R.S. 1206.(6) (v) -- Forms of Endorsement with respect to exchange from Growth Plus Account to the Preference Plus Account--Form RSC E31910-2.(6) (w) -- Forms of Endorsement with respect to Enhanced 10% corridor (37PP-90(NQ-1), 38PP-90 (IRA-1) NQ/IRA, NJ PPA and (PSC94-05)--Forms R.S. 1222, R.S. 1222N.J., R.S. 1232 and G. 20247-573.(7) (x) -- Forms of Endorsement with respect to Fund Expansion (38PP-90(NQ-1), (38PP-90(IRA-1), TSA/403(a), PPI immediate (PSC 93-05A)--Forms R.S. 1230 (11/98), G. 20247-572 and R.S. 1231 (11/98)(7,8) (x)(i)(A) -- Endorsement Regarding Availability of additional Investment Divisions on July 5, 2000 (R.S. 1241).(9) (x)(i)(B) -- Contract Endorsement (for NJ Alternate Benefit Plan) (G. 7812-56).(9) (x)(i)(C) -- Certificate Endorsement (for NJ Alternate Benefit Plan) (G. 20247-578).(9) (y) -- Forms of Endorsement with respect to Exchange (37PP-90(NQ-1), 38PP-90(IRA-1) and (G.4333-7)--Forms E31910-3 and G.7812-38-1.(7) (z) -- Forms of Endorsement for SIMPLE IRA (G.4333-15) and (G.4333-15+RSC 96-37)--Forms RSC 96-37 and R.S. 1209.(7) (a)(a) -- Forms of demutualization endorsements.(8) (b)(b) -- Replacement Endorsements for Systematic Withdrawal Program Forms: PSC 94-15 NJ (8/2000), PSC 94-15 MN (8/2000).(9) (b)(b)(i) -- Replacement Endorsements for Systematic Withdrawal Program FL, NY, VT forms: PSC 94-16 (8/2000), PSC 94-15 (8/2000).(9) (c)(c) -- Form of Single Premium Variable Immediate Income Annuity Certificate (G. 4333-28).(14) (c)(c)(i) -- Single Premium Variable Immediate Income Annuity Non-Qualified Tax Endorsement.(14) (c)(c)(ii) -- Single Premium Variable Immediate Income Annuity SIMPLE/IRA Tax Endorsement.(14) (c)(c)(iii) -- Single Premium Variable Immediate Income Annuity Traditional IRA/SEP Tax Endorsement.(14) (c)(c)(iv) -- Single Premium Variable Immediate Income Annuity 403(b) Tax Disclosure Statement.(14) (c)(c)(v) -- Single Premium Variable Immediate Income Annuity 457(b) Tax Disclosure Statement.(14) (c)(c)(vi) -- Single Premium Variable Immediate Income Annuity 401(a)/401(k)/ Keogh Tax Disclosure Statement.(14) (c)(c)(vii) -- Single Premium Variable Immediate Income Annuity 403(a) Tax Disclosure Statement.(14) (5)(a) -- Participation Request and Agreement for the IRC Section 401 Group Annuity Contract.(5) (b) -- Enrollment Form with respect to the IRC Section 401 Group Annuity Contract.(5) (b)(i) -- Enrollment Form with respect to the IRC Section 401 Group Annuity Contract (Preference Plus) (Allocated).(5) (c) -- Participation Request and Agreement for the IRC Section 403(b) Group Annuity Contract.(5) (c)(i) -- Participation Request and Agreement for the IRC Section 403(b) Group Annuity Contract (Direct Mail Form).(5) (d) -- Enrollment Form with respect to the IRC Section 403(b) Group Contract and the IRC Section 457 Group Annuity Contract.(2) (d)(i) -- 403(b) Tax Deferred Annuity Customer Agreement Acknowledgement.(5)
II-6 (d)(ii) -- Enrollment Form with respect to the IRC Section 403(b) Group Annuity Contract (Enhanced Preference Plus TSA).(5) (d)(iii) -- Enrollment Form with respect to the IRC Section 403(b) Group Annuity Contract (FFA-TSA).(5) (e) -- Enrollment Form with respect to the IRC Section 403(b) Group Annuity Contract and the IRC Section 457 Group Annuity Contract.(5) (f) -- Application for an IRC Section 408 Simplified Employee Pension, IRA and Non-Qualified Deferred Annuities (Preference Plus).(2) (f)(i) -- Application for Individual IRA and Non-Qualified Contract (Direct Mail Form).(3) (g) -- Employer Adoption Request Form.(5) (g)(i) -- Employer Utilization Request Form.(5) (g)(ii) -- Enrollment Form for IRC Section 408 Group Individual Retirement Account Contract and Non-Qualified Group Contract.(5) (g)(iii) -- Funding Authorization and Agreement.(5) (g)(iv) -- Funding Authorization and Agreement (SEP).(5) (h)(i) -- Enrollment Form for IRC Section 408 Individual Retirement Annuity, IRC Section 408(k) Simplified Employee Pension and Non-Qualified Income Annuity Contract.(5) (h)(ii) -- Enrollment Form for IRC Sections 403(b), 403(a) and 457 Group Income Annuity Contract.(5) (h)(iii) -- Enrollment Form for Group IRA Rollover Annuity (Preference Plus-Enhanced Contract).(2) (h)(iv) -- Enrollment Form for Group Non-Qualified Supplemental Savings (Preference Plus- Enhanced Contract).(2) (i) -- Application for Variable Annuity (Preference Plus(R) Account) TSA/IRC Section 457(b) Deferred Compensation/IRC Section 403(a) for form G.4333-7 FORM--038-PPA-TSA/PEDC (0998).(7) (i)(i) -- Application for Variable Annuity (Preference Plus(R) Account) for 37PP-90 (NQ-1), 38PP-90 (IRA-1) FORM--038-PPA-IRA/SEP/NQ (0998).(7) (i)(ii) -- Application for the Preference Plus(R) Income Annuity for RSC 93-05A FORM--RSCINCAPNQIRASEP (10/98).(7) (i)(iii) -- Application for Variable Annuity Enhanced Preference Plus(R) Account for MetLife Employees for forms G.4333-14, G.4333-15 Form--038MEGPPAIRA/NQ(10/98).(7) (i)(iv) -- Application Preference Plus Account.(8) (j) -- Variable Annuity Application for Non-Qualified IRA and SEP contracts (038-PPA (07/2000)-A)(9) (j)(i) -- Variable Annuity Application for TSA and 403(a) contracts (038-PPA (07/2000)-B)(9) (j)(ii) -- ROTH Individual Retirement Annuity Endorsement--Form ML-446.2 (9/02).(13) (j)(iii) -- 401(a)/403(a) Plan Endorsement. Form ML-401.2 (9/02).(13) (j)(iv) -- Individual Retirement Annuity Endorsement. Form: ML-408.2 (9/02).(13) (j)(v) -- SIMPLE Individual Retirement Annuity Endorsement. Form: ML-439.1 (9/02).(13) (j)(vi) -- Tax Sheltered Annuity Endorsement. Form ML-398.2 (9/02).(13) (k) -- Application Form for Single Premium Variable Immediate Income Annuity.(14) (6) -- Restated Charter and By-Laws of Metropolitan Life Insurance Company.(12) (7) -- Not applicable. (8) -- Not applicable. (9) -- Opinion and consent of counsel as to the legality of the securities being registered.(5)
II-7 (10) -- Consent of Deloitte & Touche(14) (11) -- Not applicable. (12) -- Not applicable. (13) (a) -- Powers of Attorney.(14)
- --------------- 1. Previously filed with the initial filing of the Registration Statement of Metropolitan Variable Account A of Metropolitan Life Insurance Company on May 28, 1969. 2. Filed with Post-Effective Amendment No. 19 to this Registration Statement on Form N-4 on February 27, 1996. 3. Filed with Post-Effective Amendment No. 6 to this Registration Statement on Form N-4 on April 1, 1988. 4. Filed with Post-Effective Amendment No. 21 to this Registration Statement on Form N-4 on February 28, 1997. 5. Filed with Post-Effective Amendment No. 22 to this Registration Statement on Form N-4 on April 30, 1997. 6. Filed with Post-Effective Amendment No. 23 to this Registration Statement on Form N-4 on April 3, 1998. 7. Filed with Post-Effective Amendment No. 24 to this Registration Statement on Form N-4 on January 12, 1999. 8. Filed with Post-Effective Amendment No. 26 to this Registration Statement on Form N-4 on April 6, 2000. 9. Filed with Post-Effective Amendment No. 27 to this Registration Statement on Form N-4 on April 3, 2001. 10. Filed with Post-Effective Amendment No. 10 to Registration Statement No. 33-57320 for Metropolitan Life Separate Account UL on Form S-6 on September 18, 2000. As incorporated herein by reference. 11. Filed with Pre-Effective Amendment No. 1 to Registration Statement No. 333-52366 for Metropolitan Life Separate Account E on Form N-4 on August 3, 2001. As incorporated herein by reference. 12. Filed with Registration Statement No. 333-83716/811-04001 for Metropolitan Life Separate Account E on Form N-4 on March 5, 2002. As incorporated herein by reference. 13. Filed with Post-Effective Amendment No. 29 to this Registration Statement on Form N-4 on April 10, 2003. 14. Filed herewith. II-8 ITEM 25. DIRECTORS AND OFFICERS OF THE DEPOSITOR.
PRINCIPAL OCCUPATION & POSITIONS AND OFFICES NAME BUSINESS ADDRESS WITH DEPOSITOR ---- ---------------------- --------------------- Robert H. Benmosche.................... Chairman of the Board, President and Chief Chairman, President, Chief Executive Officer, Executive Officer and MetLife, Inc. and Metropolitan Life Insurance Director Company, One Madison Avenue, New York, NY 10010. Curtis H. Barnette..................... Chairman Emeritus, Director Bethlehem Steel Corporation, 1170 Eighth Avenue, Martin Tower 101, Bethlehem, PA 18016-7699. Gerald Clark........................... Vice Chairman of the Board Vice Chairman and Director MetLife, Inc. and Metropolitan Life Insurance Company, One Madison Avenue, New York, NY 10010. John C. Danforth....................... Partner, Director Bryan Cave LLP, One Metropolitan Square, 211 North Broadway, Suite 3600, St. Louis, MO 63102. Burton A. Dole, Jr. ................... Retired Chairman, Director Nellcor Puritan Bennett, Inc., P.O. Box 208, Pauma Valley, CA 92061. James R. Houghton...................... Chairman of the Board Emeritus Director Corning Incorporated, One Riverfront Plaza MP HQE2-6 Corning, NY 14831 Harry P. Kamen......................... Retired Chairman and Chief Executive Officer, Director Metropolitan Life Insurance Company, 200 Park Avenue, Suite 5700, New York, NY 10166. Helene L. Kaplan....................... Of Counsel, Skadden, Arps, Slate, Meagher & Director Flom, LLP Four Times Square, New York, NY 10036. John M. Keene.......................... General (Retired), Director United States Army 2200 Wilson Blvd. Suite 102-542 Arlington, VA 22201-3324 Catherine R. Kinney.................... Co-Chief Operating Officer, President and Director Executive Vice Chairman, New York Stock Exchange, Inc., 11 Wall Street, 6th Floor, New York, NY 10005. Charles M. Leighton.................... Retired Chairman of the Board and Chief Director Executive Officer, CML Group, Inc., 51 Vaughn Hill Road, Bolton, MA 01740. Stewart G. Nagler...................... Vice Chairman of the Board and Chief Financial Vice Chairman, Chief Officer, Financial Officer and MetLife, Inc. and Metropolitan Life Insurance Director Company, One Madison Avenue, New York, NY 10010.
II-9
PRINCIPAL OCCUPATION & POSITIONS AND OFFICES NAME BUSINESS ADDRESS WITH DEPOSITOR ---- ---------------------- --------------------- John J. Phelan, Jr. ................... Former Chairman and Chief Executive Officer, Director New York Stock Exchange, 108 Forest Avenue, Locust Valley, NY 11560. Hugh B. Price.......................... Of Counsel Director Piper Rudnick LLP 1251 Avenue of the Americas New York, NY 10005 Kenton J. Sicchitano................... Retired Global Managing Partner, Director PricewaterhouseCoopers 101 Jericho Road Weston, MA 02493 William C. Steere, Jr. ................ Retired Chairman of the Board, Director Pfizer Inc., 235 East 42nd Street, New York, NY 10016.
Set forth below is a list of certain principal officers of Metropolitan Life. The principal business address of each officer of Metropolitan Life is One Madison Avenue, New York, New York 10010.
NAME OF OFFICER POSITION WITH METROPOLITAN LIFE --------------- ------------------------------- Robert H. Benmosche..................................... Chairman, Chief Executive Officer and Director Stewart G. Nagler....................................... Vice-Chairman, Chief Financial Officer and Director C. Robert Henrikson..................................... President, U.S. Insurance and Financial Services William J. Toppeta...................................... President, International Gary A. Beller.......................................... Senior Executive Vice-President Catherine A. Rein....................................... Senior Executive Vice-President; President and Chief Executive Officer of MetLife Auto and Home Lisa M. Weber........................................... Senior Executive Vice-President, Chief Administrative Officer James L. Lipscomb....................................... Executive Vice-President and General Counsel Daniel J. Cavanagh...................................... Executive Vice-President Jeffrey J. Hodgman...................................... Executive Vice-President Leland C. Launer, Jr. .................................. Executive Vice President and Chief Investment Officer Judy E. Weiss........................................... Executive Vice-President Joseph A. Reali......................................... Senior Vice-President and Tax Director John E. Welch........................................... Senior Vice-President and General Auditor Anthony Williamson...................................... Senior Vice-President and Treasurer Gwenn L. Carr........................................... Vice-President and Secretary Timothy Journy.......................................... Vice President and Controller
ITEM 26. 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 Metropolitan Life Insurance Company: II-10 ORGANIZATIONAL STRUCTURE OF METLIFE, INC. AND SUBSIDIARIES AS OF SEPTEMBER 30, 2003 The following is a list of subsidiaries of MetLife, Inc. updated as of September 30, 2003. 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. MetLife Group, Inc. (NY) B. MetLife Bank National Association (USA) C. Exeter Reassurance Company, Ltd. (Bermuda) D. Aseguradora Hidalgo, S.A. (Mexico)- 99.95% is owned by MetLife, Inc. and 0.05% is owned by MetLife International Holdings, Inc. E. MetLife Taiwan Insurance Company Limited (Taiwan) F. Metropolitan Insurance and Annuity Company (DE) 1. TH Tower NGP, LLC (DE) 2. Partners Tower, L.P. - a 99% limited partnership interest of Partners Tower, L.P. is held by Metropolitan Insurance and Annuity Company and 1% general partnership interest is held by TH Tower NGP, LLC (DE) 3. TH Tower Leasing, LLC (DE) G. MetLife Pensiones S.A. (Mexico)- Ownership of MetLife Pensiones S.A. and Seguros Genesis, S.A. (Mexico) is as follows: MetLife, Inc. owns 97.4738%, and Metropolitan Asset Management Corporation owns 2.5262%. H. MetLife Chile Inversiones Limitada (Chile)- 99.9999999% is owned by MetLife, Inc. and 0.0000001% is owned by Natiloportem Holdings, Inc. 1. MetLife Chile Seguros de Vida S.A. (Chile)- 99.99% is owned by MetLife Chile Inversiones Limitada, and 0.01% is owned by MetLife International Holdings, Inc. a) MetLife Chile Administradora de Mutuos Hipotecarios S.A. (Chile)- 99.99% is owned by MetLife Chile Seguros de Vida S.A., and 0.01% is owned by MetLife Chile Inversiones Limitada. I. Seguros Genesis S.A. (Mexico)- Ownership of MetLife Pensiones S.A. and Seguros Genesis, S.A. (Mexico) is as follows: MetLife, Inc. owns 97.4738%, and Metropolitan Asset Management Corporation owns 2.5262%. J. Metropolitan Life Seguros de Vida S.A. (Uruguay) 1. Jefferson Pilot Omega Seguros de Vida S.A. (Uruguay) K. Cova Corporation (MO) 1. Texas Life Insurance Company (TX) a) Texas Life Agency Services, Inc. (TX) b) Texas Life Agency Services of Kansas, Inc. (KS) 2. Cova Life Management Company (DE) 3. MetLife Investors Insurance Company (MO) a) MetLife Investors Insurance Company of California (CA) b) First MetLife Investors Insurance Company (NY) L. Walnut Street Securities, Inc. (MO) 1. WSS Insurance Agency of Massachusetts, Inc. (MA) 2. Walnut Street Advisers, Inc. (MO) 3. WSS Insurance Agency of Nevada, Inc. (NV) M. MetLife Investors Group, Inc. (DE) 1. MetLife Investors USA Insurance Company (DE) 2. MetLife Investors Group of Ohio (OH) 3. Security First Insurance Agency (MA) 4. MetLife Investors Distribution Company (DE) 5. MetLife Investors Insurance Agency, Inc. (Nevada) 6. Met Investors Advisory, LLC (DE) 7. MetLife Investors Financial Agency, Inc. (TX) N. MetLife International Holdings, Inc. (DE) 1. MetLife Iberia, S.A. (Spain) a) Seguros Genesis S.A. (Spain) b) Genesis Seguros Generales, Sociedad Anonima de Seguros y Reaseguros (Spain) 2. Natiloportem Holdings, Inc. (DE) a) Metropolitan Life Insurance Services Limited (United Kingdom)- 50% of the shares of Metropolitan Life Insurance Services Limited are held by Natiloportem Holdings, Inc. and 50% are held by Metropolitan Life Insurance Company. b) Servicios Administrativos Gen, S.A. de C.V. (Mexico) c) European Marketing Services S.r.l. (Italy)- 95% of the shares of European Marketing Services S.r.l are held by Natiloportem Holdings, Inc. and 5% are held by MetLife International Holdings, Inc. 3. MetLife India Insurance Company Private Limited (India)-26% of the shares of MetLife India Insurance Company Private Limited are held by MetLife International Holdings, Inc. and 74% by third parties. 4. Metropolitan Life Insurance Company of Hong Kong Limited (Hong Kong) 5. Metropolitan Life Seguros de Retiro S.A. (Argentina) 6. Metropolitan Life Seguros de Vida S.A. (Argentina) a) Met AFJP S.A. (Argentina)- 95% of the shares of Met AFJP S.A. are held by Metropolitan Life Seguros de Vida S.A. (Argentina) and 5% of the shares are held by Metropolitan Seguros de Retiro S.A. 7. MetLife Services Company Czechia, s.r.o. (Czech Republic)- 10% of the shares of MetLife Services Company Czechia are held by Natiloportem Holdings, Inc. and 90% of the shares are held by MetLife International Holdings, Inc. 8. MetLife Insurance Company of Korea Limited (South Korea) 9. Metropolitan Life Seguros e Previdencia Privada S.A. (Brazil) a) Seguradora Seasul S.A. (Brazil) - 99.89% of the shares of Seguradora Seasul S.A. are held by Metropolitan Life Seguros e Previdencia Privada S.A. O. Metropolitan Life Insurance Company (NY) 1. 334 Madison Avenue BTP-D Holdings, LLC (DE) 2. 334 Madison Avenue BTP-E Holdings, LLC (DE) 3. 334 Madison Avenue Euro Investments, Inc. (DE) a) Park Twenty Three Investments Company (United Kingdom)- 99% of the voting control of Park Twenty Three Investments Company is held by 334 Madison Euro Investments, Inc. and 1% is held by St. James Fleet Investments Two Limited. (1) Convent Station Euro Investments Four Company (United Kingdom)- 99% of the voting control of Convent Station Euro Investments Four Company is held by Park Twenty Three Investments Company and 1% by 334 Madison Euro Investments, Inc. as nominee for Park Twenty Three Investments Company. 4. St. James Fleet Investments Two Limited (Cayman Islands)- 34% of the shares of St. James Fleet Investments Two Limited is held by Metropolitan Life Insurance Company. 5. One Madison Investments (Cayco) Limited (Cayman Islands)- 89.9% of the voting control of One Madison Investments (Cayco) Limited is held by Metropolitan Life Insurance Company and 10.1% is held by Convent Station Euro Investments Four Company. 6. CRB Co, Inc. (MA)- AEW Real Estate Advisors, Inc. holds 49,000 preferred non-voting shares of CRB Co., Inc. and AEW Advisors, Inc. holds 1,000 preferred non-voting shares of CRB, Co., Inc. 7. GA Holding Corp. (MA) 8. CRH Co., Inc. (MA) 9. L/C Development Corporation (CA) 10. Benefit Services Corporation (GA) 11. Thorngate, LLC (DE) 12. Alternative Fuel I, LLC 13. One Madison Merchandising L.L.C. (CT) 14. Transmountain Land & Livestock Company (MT) 15. MetPark Funding, Inc. (DE) 16. HPZ Assets LLC (DE) 17. MetDent, Inc. (DE) 18. Missouri Reinsurance (Barbados), Inc. (Barbados) 19. Metropolitan Tower Realty Company, Inc. (DE) 20. P.T. MetLife Sejahtera (Indonesia)-94.3% of P.T. MetLife Sejahtera is held by Metropolitan Life Insurance Company 21. Metropolitan Life Holdings Netherlands BV (Netherlands) 22. MetLife (India) Private Ltd. (India) 23. Metropolitan Marine Way Investments Limited (Canada) 24. MetLife Central European Services Spolka z Organiczona Odpowiedzialmoscia (Poland) 25. MetLife Investments Ireland Limited (Ireland) 26. MetLife Private Equity Holdings, LLC (DE) 27. 23rd Street Investments, Inc. (DE) a) Mezzanine Investment Limited Partnership-BDR (DE). Metropolitan Life Insurance Company holds a 99% limited partnership interest in Mezzanine Investment Limited Partnership-BDR. 23rd Street Investments, Inc. is a 1% general partner. b) Mezzanine Investment Limited Partnership-LG (DE). 23rd Street Investments, Inc. is a 1% general partner of Mezzanine Investment Limited Partnership-LG. Metropolitan Life Insurance Company holds a 99% limited partnership interest in Mezzanine Investment Limited Partnership-LG. (1) Coating Technologies International, Inc. (DE) 28. Metropolitan Realty Management, Inc. (DE) a) Edison Supply and Distribution, Inc. (DE) b) Cross & Brown Company (NY) (1) CBNJ, Inc. (NJ) 29. Hyatt Legal Plans, Inc. (DE) a) Hyatt Legal Plans 18 of Florida, Inc. (FL) 30. MetLife Holdings, Inc. a) MetLife Credit Corp. b) MetLife Funding, Inc. 31. Metropolitan Tower Life Insurance Company 32. Metropolitan Property and Casualty Insurance Company a) Metropolitan General Insurance Company (RI) b) Metropolitan Casualty Insurance Company (RI) c) Metropolitan Direct Property and Casualty Insurance Company (RI) d) Met P&C Managing General Agency, Inc. (TX) e) MetLife Auto & Home Insurance Agency, Inc. (RI) f) Metropolitan Group Property and Casualty Insurance Company (RI) g) Metropolitan Reinsurance Company (U.K.) Limited (United Kingdom) h) Metropolitan Lloyds, Inc. (TX) (1) Metropolitan Lloyds Insurance Company of Texas (TX)- Metropolitan Lloyds Insurance Company of Texas, an affiliated association, provides homeowner and related insurance for the Texas market. It is an association of individuals designated as underwriters. Metropolitan Lloyds, Inc., a subsidiary of Metropolitan Property and Casualty Insurance Company, serves as the attorney-in-fact and manages the association. i) Economy Fire & Casualty Company (IL) (1) Economy Preferred Insurance Company (IL) (2) Economy Premier Assurance Company (IL) 33. Bond Trust Account A 34. Security Equity Life Insurance Company 35. SSRM Holdings, Inc. (DE) a) State Street Research & Management Company (DE) (1) State Street Research Investment Services, Inc. (MA) b) SSR Realty Advisors, Inc. (DE) (1) Metric Management, Inc. (DE) (2) Metric Assignor, Inc. (CA) (3) SSR AV, Inc. (DE) (4) Metric Capital Corporation (CA) (5) SSR Development Partners LLC (DE) (6) Metric Property Management, Inc. (DE)- 50% of Metric Property Management is held by Metric Realty and 50% is held by SSR Realty Advisors, Inc. (7) Metric Realty (IL)- 50% of Metric Realty is held by SSR Realty Advisors, Inc. (8) SSR AVF III LLC 36. Metropolitan Asset Management Corporation (DE) a) MetLife Capital Credit L.P. (DE) - 90% of MetLife Capital Credit L.P. is owned by Metropolitan Life Insurance Company and 10% General Partnership interest of MetLife Capital Credit L.P. is held by Metropolitan Asset Management Corporation. (1) MetLife Capital CFLI Holdings, LLC (DE) (a) MetLife Capital CFLI Leasing, LLC (DE) b) MetLife Capital Limited Partnership (DE)- 73.78% Limited Partnership interest is held directly by Metropolitan Life Insurance Company and 9.58% Limited Partnership and 16.64% General Partnership interests are held by Metropolitan Asset Management Corporation. c) MetLife Investments Asia Limited (Hong Kong)- One share of MetLife Investments Asia Limited is held by W&C Services, Inc., a nominee of Metropolitan Asset Management Corporation. d) MetLife Investments Limited (United Kingdom)- 23rd Street Investments, Inc. holds one share of MetLife Investments Limited and MetLife Investments, S.A. and 1% of MetLife Latin America Asesorias e Inversiones Limitada. e) MetLife Investments, S.A. (Argentina)- 23rd Street Investments, Inc. holds one share of MetLife Investments Limited and MetLife Investments, S.A. and 1% of MetLife Latin America Asesorias e Inversiones Limitada. f) MetLife Latin America Asesorias e Inversiones Limitada (Chile)- 23rd Street Investments, Inc. holds one share of MetLife Investments Limited and MetLife Investments, S.A. and 1% of MetLife Latin America Asesorias e Inversiones Limitada. 37. New England Life Insurance Company (MA) a) New England Life Holdings, Inc. (DE) (1) MetLife Advisers, LLC (MA) (2) New England Securities Corporation (MA) (a) Hereford Insurance Agency, Inc. (MA) (3) N.L. Holding Corp. (DEL) (NY) (a) Nathan & Lewis Associates-Arizona, Inc. (AZ) (b) Nathan & Lewis of Nevada, Inc. (NV) (c) Nathan & Lewis Associates, Inc. (NY) (i) Nathan and Lewis Insurance Agency of Massachusetts, Inc. (MA) (ii) Nathan and Lewis Associates of Texas, Inc. (TX) b) Newbury Insurance Company, Limited (Bermuda) c) New England Pension and Annuity Company (DE) d) Omega Reinsurance Corporation (AZ) e) New England Financial Distributors LLC (DE) - 79.29% is held by New England Life Insurance Company 38. GenAmerica Financial Corporation (MO) a) GenAmerica Capital I (DE) b) General American Distributors, Inc. (MO) c) General American Life Insurance Company (MO) (1) Paragon Life Insurance Company (MO) (2) GenAmerica Management Corporation (MO)- 90% of the voting shares of GenAmerica Management Corporation is owned by General American Life Insurance Company. (3) Krisman, Inc. (MO) (4) White Oak Royalty Company (OK) (5) Equity Intermediary Company (MO) (a) Reinsurance Group of America, Incorporated (MO)- 48.9% of Reinsurance Group of America, Incorporated is held by Equity Intermediary Company and 9.6% of the voting shares of Reinsurance Group of America, Incorporated is held directly by Metropolitan Life Insurance Company. (i) Reinsurance Company of Missouri, Incorporated (MO) (A) RGA Reinsurance Company (MO) (aa) Fairfield Management Group, Inc. (MO) (a.1) Reinsurance Partners, Inc. (MO) (a.2) Great Rivers Reinsurance Management, Inc. (MO) (a.3) RGA (U.K.) Underwriting Agency Limited (United Kingdom) (ii) Triad Re, Ltd. (Barbados)-67% of Triad Re, Ltd. is held by Reinsurance Group of America, Incorporated and 100% of the preferred stock of Triad Re, Ltd. is also held by Reinsurance Group of America Incorporated. (iii) RGA Sigma Reinsurance SPC (Cayman Islands) (iv) RGA Capital Trust I (DE) (v) RGA Americas Reinsurance Company, Ltd. (Barbados) (vi) RGA Reinsurance Company (Barbados) Ltd. (Barbados) (A) RGA Financial Group, L.L.C. (DE)- 80% of RGA Financial Group, L.L.C. is held by RGA Reinsurance Company (Barbados) Ltd. and 20% of RGA Financial Group, LLC is held by RGA Reinsurance Company (vii) RGA Life Reinsurance Company of Canada (Canada) (viii) RGA International Corporation (Nova Scotia) (A) RGA Financial Products Limited (Canada) (ix) RGA Holdings Limited (U.K) (United Kingdom) (A) RGA UK Services Limited (United Kingdom) (B) RGA Capital Limited U.K. (United Kingdom) (C) RGA Reinsurance (UK) Limited (United Kingdom) (x) RGA South African Holdings (Pty) Ltd. (South Africa) (A) RGA Reinsurance Company of South Africa Limited (South Africa) (xi) RGA Australian Holdings PTY Limited (Australia) (A) RGA Reinsurance Company of Australia Limited (Australia) (B) RGA Asia Pacific PTY, Limited (Australia) (xii) General American Argentina Seguros de Vida, S.A. (Argentina) (xiii) RGA Argentina S.A. (Argentina) (xiv) Regal Atlantic Company (Bermuda) Ltd. (Bermuda) (xv) Malaysia Life Reinsurance Group Berhad (Malaysia)- 30% interest of Malaysia Life Reinsurance Group Berhad is held by Reinsurance Group of America, Incorporated. (xvi) RGA Technology Partners, Inc. (MO) (xvii) RGA International Reinsurance Company (Ireland) 39. MetLife Securities, Inc. (DE) 40. MetLife General Insurance Agency, Inc. (DE) 1. MetLife General Insurance Agency of Alabama, Inc. (DE) 2. MetLife General Insurance Agency of Kentucky, Inc. (DE) 3. MetLife General Insurance Agency of Mississippi, Inc. (DE) 4. MetLife General Insurance Agency of North Carolina, Inc. (DE) 5. MetLife General Insurance Agency of Texas, Inc. (DE) 6. MetLife General Insurance Agency of Massachusetts, Inc. (MA) 41. MetLife Security Insurance Company of Louisiana (LA) 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. In addition to the entities shown on the organizational chart, MetLife, Inc. (or where indicated, a subsidiary) also owns interests in the following entities: 1) Metropolitan Structures is a general partnership in which Metropolitan Life Insurance Company owns a 50% interest. 2) Metropolitan Life Insurance Company owns varying interests in certain mutual funds distributed by its affiliates. These ownership interests are generally expected to decrease as shares of the funds are purchased by unaffiliated investors. 3) Metropolitan Life Insurance Company indirectly owns 100% of the non-voting preferred stock of Nathan and Lewis Associates Ohio, Incorporated, an insurance agency. 100% of the voting common stock of this company is held by an individual who has agreed to vote such shares at the direction of N.L. HOLDING CORP. (DEL), an indirect wholly owned subsidiary of Metropolitan Life Insurance Company. 4) Mezzanine Investment Limited Partnerships ("MILPs"), Delaware limited partnerships, are investment vehicles through which investments in certain entities are held. A wholly owned subsidiary of Metropolitan Life Insurance Company serves as the general partner of the limited partnerships and Metropolitan Life Insurance Company directly owns a 99% limited partnership interest in each MILP. The MILPs have various ownership and/or debt interests in certain companies. The various MILPs own, directly or indirectly, 100% of the voting stock of the following: Coating Technologies International, Inc. 5) New England Life Insurance Company ("NELICO"), owns 100% of the voting stock of Omega Reinsurance Corporation. NELICO does not have a financial interest in this subsidiary. 6) 100% of the capital stock of Fairfield Insurance Agency of Texas, Inc. is owned by an officer. New England Life Insurance Company controls the issuance of additional stock and has certain rights to purchase such officer's shares. NOTE: 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. ITEM 27. NUMBER OF CONTRACTOWNERS. As of August 31, 2003:
NUMBER OF TITLE OF CLASS HOLDERS -------------- --------- Contract holders Qualified................................................. 610,851 Non-Qualified............................................. 229,834
ITEM 28. INDEMNIFICATION UNDERTAKING PURSUANT TO RULE 484(b)(1) UNDER THE SECURITIES ACT OF 1933 MetLife, Inc. has secured a Financial Institutions Bond in the amount of $50,000,000, subject to a $5,000,000 deductible. MetLife, Inc. maintains a directors' and officers' liability policy with a maximum coverage of $300 million. Metropolitan Life Insurance Company, a subsidiary of MetLife, Inc. is covered under the Financial Institutions Bond and directors' and officers' policy. A provision in the Metropolitan Life Insurance Company's by-laws provides for the indemnification (under certain circumstances) of individuals serving as directors or officers of Metropolitan Life Insurance Company. Insofar as indemnification for liability arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of Metropolitan Life Insurance Company pursuant to the foregoing provisions, or otherwise, Metropolitan has been advised that in the opinion of the Securities and Exchange Commission such indemnification may be against public policy as expressed in the Act and may be, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by Metropolitan of expenses incurred or paid by a director, officer or controlling person or Metropolitan 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, Metropolitan 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 29. PRINCIPAL UNDERWRITERS. (a) The principal underwriter of the registrant is Metropolitan Life Insurance Company. Metropolitan Life Insurance Company acts in the following capacities with respect to the following investment companies: Metropolitan Tower Life Separate Account One (principal underwriter) Metropolitan Tower Life Separate Account Two (principal underwriter) Metropolitan Life Separate Account UL (principal underwriter) Metropolitan Series Fund, Inc. (principal underwriter and investment adviser) The New England Variable Account (depositor) New England Variable Annuity Fund I (depositor) (b) See response to Item 25 above. (c) (1) (2) NAME OF PRINCIPAL UNDERWRITER NET UNDERWRITING DISCOUNTS AND COMMISSIONS - ---------------------------------------------- ---------------------------------------------- Metropolitan Life Insurance Company N/A (3) (4) COMPENSATION ON REDEMPTION OR ANNUITIZATION BROKERAGE COMMISSIONS - ---------------------------------------------- ---------------------------------------------- $22,002,585 (early withdrawal charge) N/A (5) COMPENSATION - ---------------------------------------------- $129,067,129.87 (Separate Account charge)
II-11 ITEM 30. LOCATION OF ACCOUNT AND RECORDS. Metropolitan Life Insurance Company One Madison Avenue New York, N.Y. 10010 ITEM 31. MANAGEMENT SERVICES. Not Applicable ITEM 32. UNDERTAKINGS. (a) The undersigned registrant hereby undertakes to file a post-effective amendment to this registration statement as frequently as is necessary to ensure that the financial statements in this registration statement are not more than 16 months old for as long as payments under these variable annuity contracts may be accepted. (b) The undersigned registrant hereby undertakes to include a post card or similar written communication affixed to or included in the prospectus that the applicant can remove to send for a Statement of Additional Information. (c) The undersigned registrant hereby undertakes to deliver any Statement of Additional Information and any financial statements required to be made available under this form promptly upon written or oral request. (d) The undersigned registrant represents that it is relying on the exemptions from certain provisions of Sections 22(e) and 27 of the Investment Company Act of 1940 provided by Rule 6c-7 under the Act. The registrant further represents that the provisions of paragraph (a)-(d) of Rule 6c-7 have been complied with. (e) The undersigned registrant represents that for its TSA Deferred Annuities it is relying on the "no-action" position of the Commission staff as contained in its November 7, 1988 letter to the American Council of Life Insurance and has complied with the provisions of numbered paragraphs (1)-(4) of such letter. (f) Metropolitan Life Insurance Company represents that the fees and charges deducted under the annuities 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 annuities. II-12 SIGNATURES AS REQUIRED BY THE SECURITIES ACT OF 1933 AND THE INVESTMENT COMPANY ACT OF 1940, THE REGISTRANT CERTIFIES THAT IT MEETS THE REQUIREMENTS OF SECURITIES ACT RULE 485(b) FOR EFFECTIVENESS OF THIS REGISTRATION STATEMENT AND HAS CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF, IN THE CITY OF NEW YORK, AND STATE OF NEW YORK ON THIS 22ND DAY OF OCTOBER, 2003. METROPOLITAN LIFE SEPARATE ACCOUNT E (Registrant) METROPOLITAN LIFE INSURANCE COMPANY (Depositor) by: /s/ JAMES L. LIPSCOMB --------------------------------------- (James L. Lipscomb) Executive Vice President and General Counsel METROPOLITAN LIFE INSURANCE COMPANY (Depositor) by: /s/ JAMES L. LIPSCOMB --------------------------------------- (James L. Lipscomb) Executive Vice President and General Counsel II-13 SIGNATURES AS REQUIRED BY THE SECURITIES ACT OF 1933, THIS REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE DATES INDICATED.
SIGNATURE TITLE DATE --------- ----- ---- * Chairman, President, Chief Executive Officer - ----------------------------------------------------- and Director Robert H. Benmosche * Vice Chairman and Director - ----------------------------------------------------- Gerald Clark Executive Vice President and Chief - ----------------------------------------------------- Investment Officer Leland C. Launer, Jr. * Vice Chairman, Chief Financial Officer - ----------------------------------------------------- (Principal Financial Officer) and Director Stewart G. Nagler * Vice President and Controller - ----------------------------------------------------- Timothy L. Journy * Director - ----------------------------------------------------- Curtis H. Barnette * Director - ----------------------------------------------------- John C. Danforth * Director - ----------------------------------------------------- Burton A. Dole, Jr. * Director - ----------------------------------------------------- James R. Houghton * Director - ----------------------------------------------------- Harry P. Kamen * Director - ----------------------------------------------------- Helene L. Kaplan Director - ----------------------------------------------------- John M. Keene * Director - ----------------------------------------------------- Catherine R. Kinney * Director - ----------------------------------------------------- Charles M. Leighton * Director - ----------------------------------------------------- John J. Phelan, Jr. * Director - ----------------------------------------------------- Hugh B. Price * Director - ----------------------------------------------------- William C. Steere, Jr. * Director - ----------------------------------------------------- Kenton J. Sicchitano *By: /s/ MYRA L. SAUL, ESQ. October 22, 2003 ------------------------------------------------ Myra L. Saul, Esq. Attorney-in-Fact
II-14
B. ILLUSTRATIONS FOR PREFERENCE PLUS ACCOUNT ENHANCED VARIABLE CONTRACTS FOR NON-QUALIFIED, TRADITIONAL IRA AND UNALLOCATED PAGE 1. Snoopy as MetLife Representative with briefcase C-PPA first page and straightening bow tie cover 2. Charlie Brown on step ladder looking at fold C-PPA-3 Table of Contents out map 3. Snoopy in suit with pointer C-PPA-4 Important Terms You Should Know 4. Lucy reviewing ticker tape coming from machine C-PPA-12 Accumulation Unit Values Tables 5. Snoopy as MetLife Representative listening to C-PPA-30 MetLife crowd of Woodstocks 6. Snoopy and Woodstock balanced on seesaw C-PPA-31 Variable Annuities 7. Snoopy reading menu at restaurant table C-PPA-32 Your Investment Choices 8. Linus building sand castle C-PPA-34 Deferred Annuities 9. The Equity Generator(Service Mark) icon--Safe C-PPA-35 The Equity with arrow pointing to three dimensional graph Generator 10. The Equalizer(Service Mark) icon--A balancing C-PPA-35 The Equalizer scale 11. The Rebalancer(Service Mark) icon--A pie chart C-PPA-35 The Rebalancer with arrows around circumference 12. The Index Selector(Service Mark) icon--A world C-PPA-35 The Index globe with arrows around it Selector 13. The Allocator(Service Mark)--A hourglass with C-PPA-36 The Allocator safe in top portion with arrow to a three dimensional chart in the bottom portion 14. Marcie at desk with adding machine reviewing C-PPA-38 Examples of tape of calculations calculating Accumulation Units and Accumulation Unit Value 15. Charlie Brown struggling to reach into jar of C-PPA-39 Access to Your money Money 16. Snoopy as WWI flying ace dispatching Woodstocks C-PPA-39 Systematic with checks Withdrawal Program 17. Woodstock with accountant's visor and adding C-PPA-41 Charges machine
B. ILLUSTRATIONS FOR PREFERENCE PLUS ACCOUNT ENHANCED VARIABLE CONTRACTS FOR NON-QUALIFIED, TRADITIONAL IRA AND UNALLOCATED (continued) PAGE 18. Franklin with magnifying glass C-PPA-43 When No Early Withdrawal Charge Applies 19. Woodstock moving money bag from one pile of C-PPA-46 When A Different money bags to another Early Withdrawal Charge May Apply 20. Marcia reading paper C-PPA-47 Free Look 21. Snoopy floating in innertube with glasses and C-PPA-49 Income Annuities drink 22. Snoopy lounging on beach chair with sunglasses C-PPA-51 Income Payment and drink Types 23. Woodstock writing out a check C-PPA-55 Minimum Size of Your Income Payment 24. Woodstock moving money bag from one pile of C-PPA-58 Transfers money bags to another 25. Lucy with magnifying glass studying a piece of C-PPA-62 Free Look paper 26. Charlie Brown listening on telephone C-PPA-62 By Telephone or Internet 27. "Colonial" Snoopy as town cryer C-PPA-66 Advertising Performance 28. Snoopy as MetLife Representative shaking paw/ C-PPA-70 Who Sells the wing with Woodstock Deferred Annuities and Income Annuities 29. Piggybank with "Do not open until age 59 1/2" C-PPA-73 Income Taxes-- printed on side General 30. Snoopy as "Uncle Sam" presenting a tax bill C-PPA-74 Income Taxes-- Withdrawals Before Age 59 1/2 31. Woodstock flying with check C-PPA-76 Non-Qualified Annuities--Partial and Full Withdrawals 32. Linus "walking" the hoop with "IRAs" on side C-PPA-79 Traditional IRA Annuities 33. Franklin, Snoopy, Charlie Brown, Lucy, Pigpen, C-PPA-88 Table of Linus and Peppermint Patty Contents for the SAI 34. Lucy in her advice box with "TAXES--The Expert C-PPA-89 Annuity Tax is in" printed on it advising Peppermint Patty Table and Sally
EX-99.3.B 3 y89033exv99w3wb.txt FORM OF INSURANCE SALES AGREEMENT EXHIBIT 3(b) METROPOLITAN LIFE INSURANCE COMPANY SALES AGREEMENT TABLE OF CONTENTS I. DEFINITIONS II. AGREEMENTS, REPRESENTATIONS, AND COVENANTS A. AGREEMENTS AND COVENANTS OF METLIFE B. REPRESENTATIONS AND COVENANTS OF BROKER III. COMPLIANCE WITH APPLICABLE LAWS IV. PRINCIPLES OF ETHICAL MARKET CONDUCT V. COMPENSATION VI. COMPLAINTS AND INVESTIGATIONS VII. RECORDS AND ADMINISTRATION VIII. PRIVACY INFORMATION A. PROPRIETARY INFORMATION B. RECEIPT OF CUSTOMER NONPUBLIC PERSONAL INFORMATION FROM BROKER BY METLIFE C. TREATMENT OF NONPUBLIC PERSONAL INFORMATION DISCLOSED TO BROKER BY METLIFE D. CONFIDENTIAL INFORMATION E. PROTECTED HEALTH INFORMATION IX. INDEMNIFICATION X. GENERAL PROVISIONS A. TERM AND TERMINATION B. ASSIGNABILITY C. AMENDMENTS D. NOTICES E. ARBITRATION F. GOVERNING LAW G. ENTIRE UNDERSTANDING H. NO THIRD PARTY BENEFICIARIES I. NON-EXCLUSIVITY J. NO-HIRE K. WAIVER L. COUNTERPARTS M. SEVERABILITY Enterprise Selling Agreement MetLife Version - September 2003 METROPOLITAN LIFE INSURANCE COMPANY SALES AGREEMENT This Agreement, including the Exhibits attached hereto (collectively the "Agreement") dated ______________________________, 2002, ("Effective Date") by and among Metropolitan Life Insurance Company, a New York corporation, ______________________, a New York life insurance company (collectively "MetLife") and______________________, a ____________________corporation that, for the distribution of traditional fixed rate insurance products only, is or is affiliated with one or more validly licensed insurance agencies, or for the distribution of registered products, is registered as a broker dealer with the Securities and Exchange Commission ("SEC") under the Securities Exchange Act of 1934, as amended, (the "1934 Act") and a member of the National Association of Securities Dealers ("NASD") and is also either licensed as or is affiliated with one or more validly licensed insurance agencies (collectively "Broker"). WITNESSETH: WHEREAS, MetLife and its Affiliates issue or provide access to certain insurance and financial products, including but not limited to, fixed rate annuities, variable annuities, variable life insurance policies, fixed rate life insurance policies, variable riders on such fixed rate products, and other insurance products as identified on Exhibits A and B hereto (together, the "Contracts"); WHEREAS, MetLife, on behalf of itself and each Affiliate that issues or provides access to the Contracts identified on Exhibits A and B hereto, is authorized to enter into selling agreements with unaffiliated broker dealers or selling groups, as the case may be, to distribute the Contracts; and WHEREAS, MetLife proposes to compensate Broker for the sale and servicing of Contracts in accordance with the Compensation Schedules set forth in Exhibits A and B. NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties hereto agree as follows: I. DEFINITIONS Enterprise Selling Agreement MetLife Version - September 2003 1) Affiliate - Any entity that directly or indirectly controls, is controlled by or is under common control with MetLife including, without limitation, any entity that owns 25% or more of the voting securities of any of the foregoing and any entity that is a subsidiary of any of the foregoing. 2) Agency - One or more associated insurance agency of Broker, identified on Exhibit D hereto, which are properly licensed to participate in the business of insurance. 3) Applicable Laws - Shall have the meaning given to such term as in accordance with Section II of this Agreement. 4) Confidential Information - Shall have the meaning given to such term as described in Section VIII(D) of this Agreement. 5) Fixed Contracts - Contracts that are not variable and include, without limitation, fixed rate annuities, fixed rate life insurance and other fixed insurance contracts, issued by MetLife or its Affiliates, as more fully described in Exhibit B, which may be amended by MetLife in its sole discretion from time to time. 6) General Agent - Shall have the meaning given to such term as described in Section III(B)(20) of this Agreement. 7) Nonpublic Personal Information - Nonpublic personal information means financial or health related information by which a financial institution's consumers and customers are individually identifiable, including but not limited to nonpublic personal information as defined by Title V of the Gramm-Leach-Bliley Act and regulations adopted pursuant to the Act. 8) Prospectus - The prospectuses and Statements of Additional Information included within the Registration Statements referred to herein or filed pursuant to the Securities Act of 1933 and the Investment Company Act of 1940, as amended. 9) Registration Statements - Registration statements and amendments thereto filed with the SEC relating to the Variable Contracts, including those for any underlying investment vehicle or variable insurance rider. Enterprise Selling Agreement MetLife Version - September 2003 10) Variable Contracts - Variable life insurance policies, variable annuity contracts, variable insurance riders and other variable insurance contracts, issued by MetLife or its Affiliates, as more fully described in Exhibit A, which may be amended by MetLife in its sole discretion from time to time. 11) Representatives - those individuals, accepted by MetLife or its Affiliates to solicit and sell Contracts under the terms of this Agreement, who are duly licensed and appointed as a life insurance agent of MetLife or its Affiliates, and with respect to registered products, are also duly registered, individually, with the NASD in compliance with 1934 Act. 12) Protected Health Information or PHI - Individually identifiable information that is transmitted or maintained in any medium and relates to the past, present or future physical or mental health or condition of an individual; the provision of health care to an individual; or future payment for the provision of health care to the individual. PHI includes demographic information about individuals, including names; addresses; dates directly related to an individual, including but not limited to birth date; telephone numbers; fax numbers; E-mail addresses; Social Security numbers; policy numbers; medical records numbers; account numbers; and any other unique identifying number, characteristic, or code. PHI includes, but is not limited to, information provided by an individual on an application for a long term care insurance policy or other health care plan issued by MetLife or an affiliate of MetLife; information related to the declination or issuance of, or claim under, a long term care insurance policy issued by MetLife or an affiliate; or information derived therefrom. II. AUTHORIZATIONS, REPRESENTATIONS, AND COVENANTS A. AUTHORIZATIONS, REPRESENTATIONS AND COVENANTS OF METLIFE 1) MetLife represents that it is duly authorized, on behalf of itself and each Affiliate that issues or provides access to the Contracts identified on Exhibits A and B hereto, to enter into this Agreement with Broker to distribute such Contracts. 2) MetLife, subject to the terms and conditions of the Agreement, hereby appoints Broker, on behalf of itself and each Affiliate, to solicit, sell and provide service to the Contracts which are set forth on the applicable Exhibits A and B on a non-exclusive basis. Enterprise Selling Agreement MetLife Version - September 2003 3) MetLife authorizes Broker through its Representatives to solicit applications for the Fixed Contracts listed in Exhibit B, provided that (a) Broker shall not solicit applications for Fixed Contracts except in those states where it and its Representatives are appropriately licensed and, in which, the Fixed Contracts are qualified for sale under Applicable Laws; and (b) Broker complies in all other respects with the published policies and procedures of MetLife or its Affiliates, as applicable, and with the terms of this Agreement. 4) MetLife authorizes Broker through its Representatives to offer and sell the Variable Contracts listed in Exhibit A, provided that (a) Broker shall not solicit applications for Variable Contracts except in those states where it is and its Representatives are appropriately licensed; (b) there is an effective Registration Statement relating to such Variable Contracts; (c) such Variable Contracts are qualified for sale under Applicable Laws in such state in which the sale or solicitation is to take place; and (d) Broker complies in all other respects with the published policies and procedures of MetLife and its Affiliates, and with the terms of the Agreement. MetLife shall notify Broker or its designee of the issuance by the SEC of any stop order with respect to a Registration Statement or the initiation of any proceeding by the SEC relating to the registration and/or offering of Variable Contracts and of any other action or circumstances that makes it no longer lawful for MetLife or its Affiliates to offer or issue one or more of Variable Contracts listed in Exhibit A. MetLife shall advise Broker of any revision of or supplement to any Prospectus related to the Variable Contracts or underlying investments of such Variable Contracts. 5) The performance or receipt of services pursuant to this Agreement shall in no way impair the absolute control of the business and operations of each of the parties by its own Board of Directors. Pursuant to the foregoing, MetLife and its Affiliates shall specifically retain ultimate authority, including but not limited to: a. to refuse for any reason to appoint a Representative and cancel any existing appointment at any time; b. to direct the marketing of its insurance products and services; c. to review and approve all advertising concerning, its insurance products and services; d. to underwrite all insurance policies issued by it; e. to cancel risks; f. to handle all matters involving claims adjusting and payment; g. to prepare all policy forms and amendments; Enterprise Selling Agreement MetLife Version - September 2003 h. to maintain custody of, responsibility for and control of all investments; and i. to withdraw a Contract from sale or to change or amend a Contract for any reason. 6) Exhibits A, B and the Compensation Schedules may be amended by MetLife in its sole discretion from time to time to include additional Contracts, including fixed rate annuities, variable annuities, variable life insurance policies, fixed rate life insurance policies, variable riders on such fixed rate products, and other insurance products issued by MetLife or its Affiliates. The provisions of this Agreement shall apply with equal force to such additional contracts unless the context otherwise requires. Exhibits A, B and the Compensation Schedules may be amended by MetLife in its sole discretion from time to time to delete one or more of the Contracts. 7) During the term of this Agreement, MetLife will provide Broker, without charge, with as many copies of the Contract prospectus(es), current underlying mutual fund prospectus(es), statements of additional information and applications for the Contracts, as Broker may reasonably request. Upon receipt from MetLife of update copies of the Contract prospectus(es), current underlying mutual fund prospectus(es), statements of additional information and applications for the Contracts, Broker will promptly discard or destroy all copies of such documents previously provided to them, except such copies as are needed for purposes of maintaining proper records. Upon termination of this Agreement, Broker will promptly return to MetLife all Contract prospectus(es), current underlying mutual fund prospectus(es), statements of additional information, Contract applications and other materials and supplies furnished by MetLife to Broker or to its Representatives, except for copies required for maintenance of records. 8) During the term of this Agreement, MetLife or its Affiliates will be responsible for providing and approving all promotional, sales and advertising material to be used by Broker. MetLife will file such materials or will cause such materials to be filed with the SEC, NASD, and any state securities regulatory authorities, as appropriate. 9) MetLife or its Affiliate will compile periodic marketing reports summarizing sales results to the extent reasonably requested by Broker. B. REPRESENTATIONS AND COVENANTS OF BROKER Enterprise Selling Agreement MetLife Version - September 2003 1) Broker represents and warrants that it will only offer Contracts in those states where it or its Agency is appropriately licensed and that it has obtained any other appointments, approvals, licenses, authorizations, orders or consents which are necessary to enter into this Agreement and to perform its duties hereunder. Broker further represents that its Representatives who will be soliciting applications for Contracts will at all times be appropriately licensed under Applicable Laws and such solicitation is in accordance with Applicable Law, including without limitation the NASD Rules of Fair Practice, and all insurance replacement regulations and regulations prohibiting the rebating of commission. 2) Broker represents and warrants that it is a registered broker-dealer under the 1934 Act, has all necessary broker-dealer licenses, is a member in good standing with the NASD, and is licensed as an insurance broker and has obtained any other approvals, licenses, authorizations, orders or consents which are necessary to enter into this Agreement and to perform its duties hereunder. Broker further represents that its Representatives who will be soliciting applications for Variable Contracts, whether alone or jointly with representatives of MetLife or its designee, will at all times as required by Applicable Laws be appropriately registered and/or licensed under such laws and shall comply with all requirements of the NASD, the 1934 Act and all other federal and/or state laws applicable to the solicitation and service of the Variable Contracts including without limitation the NASD Rules of Fair Practice. 3) Broker represents that neither it nor any of its Representatives are currently under investigation by any insurance regulator, the NASD or SEC, any other self-regulatory organization or other governmental authority (except for any investigations of which it has notified MetLife in writing). Broker further agrees that, if a formal or informal investigation of Broker or any of its agents is commenced by any insurance regulator, the NASD or SEC, any other self regulatory organization or other governmental authority, in connection with the sale of the Contracts, Broker will notify MetLife of the existence and subject matter of such investigation. The Agency further agrees that no subagent shall be appointed to solicit and procure Contracts of MetLife if the subagent has been convicted of any felony prohibited by the Federal Violent Crime Control and Law Enforcement Act of 1994. 4) Commencing at such time as MetLife and Broker shall agree upon, Broker shall find suitable purchasers for the Contracts for which Representatives are licensed and authorized under Enterprise Selling Agreement MetLife Version - September 2003 Applicable Laws. In meeting its obligation to solicit applications for the Contracts, Broker agrees as follows: a) Broker shall use only those training, sales, advertising, and promotional materials with respect to the Contracts that have been pre-approved in writing by MetLife for use at that time; b) Broker shall establish and implement reasonable procedures for periodic inspection and supervision of sales practices of its Representatives, and will, upon a reasonable written request from MetLife, provide a report to MetLife on the results of such inspections and the compliance with such procedures; provided, however, that Broker shall retain sole responsibility for the supervision, inspection and control of its Representatives; c) Broker shall take reasonable steps to ensure that its Representatives shall not make recommendations to an applicant to purchase a Contract in the absence of reasonable grounds to believe that the purchase of a Contract is suitable for such applicant to the extent required by Applicable Laws. Broker shall be solely responsible for determining the suitability of recommendations to purchase a Contract made by its agents or other representatives; and Notwithstanding the foregoing, Broker may offer the Contracts in addition to offering other life insurance and annuity products to customers of Broker. Furthermore, Broker understands that no territory is exclusively assigned to Broker hereunder. Broker acknowledges and agrees that MetLife may distribute the Contracts through its own employee's agent and Representatives, including those of its Affiliates, or through any other distribution method or system including (but not limited to) agreements with other insurance agencies regarding the sale of such Contracts in the territories, markets or distribution channels covered by this Agreement. d) Broker shall review diligently all Contract applications for accuracy and completeness and for compliance with the conditions herein, including the suitability and prospectus delivery requirements, and shall take all reasonable and appropriate measures to assure that applications submitted to MetLife are accurate, complete, compliant with the conditions herein, and approved by a qualified registered principal. With respect to variable Contracts distributed jointly by Broker and representatives of MetLife or its designee, Broker shall ensure that all applications relating thereto have been provided to Broker for its review and approval by a qualified registered principal of Broker. Enterprise Selling Agreement MetLife Version - September 2003 5) To the extent permitted by Applicable Laws, only the initial purchase payments for the Contracts shall be collected by Representatives of Broker. All such purchase payments shall be remitted promptly in full (and in no event later than the time permitted under applicable law or the rules of the NASD), together with any related application, forms and any other required documentation to MetLife or the appropriate Affiliate. The Broker shall make such remittances in accordance with any and all policies and procedures described in the Contract, insurance policy, prospectus, if appropriate, or as otherwise adopted by MetLife and its Affiliates. 6) Broker acknowledges that MetLife, on behalf of itself and its Affiliates, shall have the unconditional right to reject, in whole or in part, any application for a Contract. If MetLife rejects an application, MetLife or its Affiliate will immediately return any purchase payments received directly to the Broker and Broker will be responsible for promptly returning such payments to the purchaser. If any purchaser of a Contract elects to return such Contract pursuant to any law or contractual provision, any purchase payment made or such other amount, as the Contract or Applicable Laws shall specify, will be returned by MetLife or its Affiliates to the Broker and the Broker will be responsible for promptly returning such payments to the purchaser. Except as otherwise may be provided in Exhibit A, B or the Compensation Schedules, if a purchase payment is either refunded or returned to the purchaser, no commission will be payable to Broker hereunder, and any commission received by Broker will be returned promptly to MetLife. MetLife may, at its option, offset any such amounts against any amounts payable to Broker. 7) Except as otherwise required by Applicable Laws, Broker is not a principal, underwriter or agent of MetLife or its Affiliates, or any separate account of MetLife or its Affiliates. Broker shall act as an independent contractor, and nothing herein contained shall constitute Broker, nor its agents or other representatives, including Representatives as employees of MetLife or its Affiliates in connection with the solicitation of applications for Contracts or other dealings with the public. Broker, its agents and its other representatives, shall not hold themselves out to be employees of MetLife or its Affiliates in this connection or in any dealings with the public. 8) Broker agrees that any material it develops, approves or uses for sales, training, explanatory or other purposes in connection with the solicitation of applications for the Contracts hereunder, other than generic advertising material which does not make specific reference to MetLife, its Affiliates or the Contracts, will not be used without the prior written consent of MetLife. Enterprise Selling Agreement MetLife Version - September 2003 9) Broker shall ensure that solicitation and other activities undertaken by Broker or its Representatives shall be undertaken only in accordance with Applicable Laws. Broker represents no commissions, or portions thereof, or other compensation for the sale of the Contracts will be paid to any person or entity that is not duly licensed and appointed by MetLife or its Affiliates in the appropriate states as required by Applicable Laws. Broker shall ensure that Representatives fulfill any training requirements necessary to be licensed or otherwise qualified to sell the Contracts. Broker understands and acknowledges that neither it, nor any of its Representatives, is authorized by MetLife to give any information or make any representation in connection with this Agreement or the offering of the Contracts other than those contained in the contract, policy, prospectus, or solicitation material authorized for use in writing by MetLife or its Affiliates. Broker shall not make any representations or give information that is not contained in the contract, policy, prospectus or solicitation material of the Contracts. 10) Neither Broker nor its agents, designees or other representatives shall have authority on behalf of MetLife or its Affiliates to alter or amend any Contract or any form related to a Contract to adjust or settle any claim or commit MetLife or its Affiliates with respect thereto, or bind MetLife or its Affiliates in any way; or enter into legal proceedings in connection with any matter pertaining to MetLife's business without its prior written consent. Broker shall not expend, nor contract for the expenditure of, funds of MetLife or its Affiliates nor shall Broker possess or exercise any authority on behalf of MetLife other than that expressly conferred on Broker by this Agreement. 11) Broker and Agency shall be solely responsible for the accuracy and propriety of any instruction given or action taken by a Representative on behalf of an owner or prospective owner of a Contract. MetLife shall have no responsibility or liability for any action taken or omitted by it in good faith in reliance on or by acceptance of such an instruction or action. 12) Broker shall prepare any forms necessary to comply with Applicable Laws or otherwise required in connection with the sale of the Contracts, either as an initial transaction or as a replacement for other insurance or annuity products, and Broker shall send such forms to MetLife or the appropriate Affiliate. In the alternative, if such forms are not required, but information with respect to a transaction or replacement is required, Broker will transmit such information in writing to MetLife or the appropriate Affiliate. Broker further shall notify MetLife or the appropriate Affiliate when sales of the Contracts are replacement contracts. Such notification shall not be later Enterprise Selling Agreement MetLife Version - September 2003 than the time that Broker submits applications for such Contracts to MetLife or the appropriate Affiliate. 13) Broker shall furnish MetLife and any appropriate regulatory authority with any information, documentation, or reports prepared in connection with or related to this Agreement which may be requested by MetLife or an appropriate regulatory authority in order to ascertain whether the operations of MetLife or Broker related to the Contracts are being conducted in a manner consistent with Applicable Laws. 14) Broker will adhere to state insurance replacement regulations, before it receives or solicits any applications for Contracts. 15) Broker represents that it has full authority to enter into this Agreement and that by entering into this Agreement it will not impair any other of its contractual obligations with respect to sales of any Contract. 16) Insurance Coverage. a) Fidelity Bond. Broker shall secure and maintain a fidelity bond (including coverage for larceny and embezzlement), issued by a reputable bonding company, covering all of its directors, officers, agents, Representatives, associated persons and employees who have access to funds of MetLife or its Affiliates. This bond shall be maintained at Broker's expense in at least the amount prescribed under Rule 3020 of the NASD Conduct Rules or future amendments thereto. Broker shall provide MetLife with satisfactory evidence of said bond upon MetLife's reasonable request. Broker hereby assigns any proceeds received from a fidelity bonding company, or other liability coverage, to MetLife, for itself or on behalf of its Affiliates as their interest may appear, to the extent of its loss due to activities covered by the bond, policy or other liability coverage. b) Plan of Insurance. Broker shall maintain in full force and effect during the term of this Agreement a plan of insurance, which may be a plan of self-insurance, which shall provide coverage for errors and omissions of the Broker, its Agency, representatives and agents, including Representatives in an amount reasonably acceptable to MetLife. If such insurance plan terminates for any reason during the term of the Agreement, Broker shall immediately notify MetLife of such termination. If requested by MetLife, Broker shall provide satisfactory Enterprise Selling Agreement MetLife Version - September 2003 evidence of coverage under such insurance policy satisfactory to MetLife showing the amount and scope of coverage provided. c) Loss of coverage. The authority of any Representative to solicit and procure Contracts hereunder shall terminate automatically upon the termination of such Representative's coverage under the Broker's fidelity bond or plan of insurance as referenced herein. d) Broker represents that all of its directors, officers and representatives are and shall be covered by blanket fidelity bonds, including coverage for larceny and embezzlement, issued by a reputable bonding company in an amount reasonably acceptable to MetLife. These bonds shall be maintained at Broker's expense and shall be at least, of the form type and amount required under the NASD Rules of Fair Practice. Upon request, Broker shall give evidence satisfactory to MetLife that such coverage is in force. Furthermore, Broker shall give prompt written notice to MetLife of any notice of cancellation or change of such coverage. Broker hereby assigns any proceeds received from a fidelity bonding company, or other liability coverage, to MetLife, for itself of its Affiliates as their interest may appear, to the extent of their loss due to activities covered by the bond, policy or other liability coverage. 16) In such cases where Broker intends to distribute the Variable Contracts through an Agency, Broker further represents that: a) Broker will operate and be responsible for all securities-related services provided by Agency arising from the offer, sale and/or servicing by its registered Representatives of the Variable Contracts; b) Agency will engage in the offer or sale of Variable Contracts only through persons who are registered Representatives of the Broker. Unregistered employees will not engage in any securities activities, nor receive any compensation based on transactions in securities or the provision of securities advice; c) Broker will be responsible for the education, training, supervision, and control of its registered Representatives as required under the 1934 Act and other applicable laws, including, but not limited to, principal review and approval of all sales literature and advertisements, periodic compliance audits, and maintaining ability to appoint and terminate registered persons. Enterprise Selling Agreement MetLife Version - September 2003 d) Registered Representatives will be licensed under the insurance laws of the states in which they do business and will be appointed agents by Agency for which the representatives may solicit applications in connection with the offer and sale of insurance securities; e) Broker and Agency, as applicable, will maintain the books and records relating to the sale of Variable Contracts and the receipt and disbursement of insurance commissions and fees thereon. Such books and records will be maintained and preserved in conformity with the requirements of Section 17(a) of the 1934 Act and the Rules thereunder, to the extent applicable, and will at all times be compiled and maintained in a manner that permits inspection by supervisory personnel of the Broker, the SEC, the NASD, and other appropriate regulatory authorities; and f) All premiums derived from the sale of the Variable Contracts will be made payable to and sent directly to MetLife or the appropriate Affiliate or will be sent by customers to the Broker for forwarding to MetLife or the appropriate Affiliate. Agency will not receive, accumulate, or maintain custody of customer funds. 17) In such cases where Broker intends to distribute Fixed Contracts through an Agency, Broker agrees that before a subagent is permitted to solicit Contracts, Broker or its Agency shall have entered into a written agreement with the subagent pursuant to which the subagent: (a) is authorized to deliver policies only upon the payment to it of the premiums due thereon and upon compliance with the terms, conditions and provisions of such policies; (b) shall promptly remit to the Broker or Agency all funds collected on MetLife's or its Affiliates' behalf; (c) shall otherwise act only pursuant to the limited authority granted to the Agency hereunder and shall comply with all of the duties and obligations of the Broker hereunder and the rules of MetLife or its Affiliates; and (d) agrees to MetLife's right to offset from any compensation due the subagent any indebtedness due from the subagent to MetLife or its Affiliates and to chargeback compensation under MetLife's or its Affiliates' rules. The Broker further agrees that it shall promptly remit to MetLife all funds collected on the behalf of MetLife or its Affiliates. 18) Broker agrees to comply with the policies and procedures of MetLife and its Affiliates with respect to the solicitation, sales and administration of Contracts and services Broker and Representatives are authorized to sell and service under the Agreement, including, but not limited to, privacy policies and procedures, as those policies and procedures may be provided to Broker by MetLife from time to time. Enterprise Selling Agreement MetLife Version - September 2003 19) For a period of 12 months after termination of the Agreement, the Broker and Agency shall not, directly or indirectly, on a systematic basis, contact the policyholders of MetLife or its Affiliates or condone such contact for the purpose of inducing any such policyholders to lapse, cancel, and fail to renew or replace any Contract. If the Agency, in the judgment of MetLife is determined to have engaged in such prohibited activity, then MetLife shall have the right to declare the Agency's claims for compensation or any other benefit under the Agreement shall be forfeited and void. MetLife, on behalf of itself and its Affiliates, may also pursue all remedies, including injunction, to assure compliance with the covenants in this section and shall, if successful, be entitled to recover from the Agency all costs and expenses incurred in pursuing such remedies, including reasonable attorneys' fees. 20) In such cases where Broker shall distribute Contracts with the assistance of the general agency distribution system of MetLife ("General Agent"), the following additional terms shall apply: a) Broker hereby acknowledges and consents to in advance the participation of every General Agent, designated by MetLife, as a participating general agency under this Agreement. b) Broker agrees that both it and its Representatives shall work cooperatively with the General Agent(s) located in the particular territory where a Contract is sold and through which the sale is processed on behalf of MetLife or its Affiliates. Broker further agrees that with respect to each such Contract, it will rely solely upon the General Agent(s) for Contract issuance, servicing, the forwarding of commissions, and other related matters. Notwithstanding the foregoing, the Broker agrees that it shall look solely to MetLife and not to General Agent(s) for payment of any commissions or other compensation payable pursuant to the terms of this Agreement. III. COMPLIANCE WITH APPLICABLE LAWS 1) MetLife and Broker agree to comply with all applicable state and federal statutes, laws, rules, and regulations including without limitation, state insurance laws, rules and regulations, and federal and state securities laws, rules and regulations. Applicable state and federal statutes, laws, rules and regulations may also include, applicable guidelines, policies, and rulings of federal and state Enterprise Selling Agreement MetLife Version - September 2003 regulatory organizations and agencies, including without limitation state insurance departments, the SEC and the NASD, consumer privacy laws, HIPAA and any other state or federal laws, rules or regulations and decisions, orders and rulings of state and federal regulatory agencies that are now or may hereafter become applicable to the parties hereto and the transactions that are the subject of this Agreement ("Applicable Laws"). 2) Broker agrees to comply with all applicable anti-money laundering laws, regulations, rules and government guidance, including the reporting, recordkeeping and compliance requirements of the Bank Secrecy Act ("BSA"), as amended by The International Money Laundering Abatement and Financial Anti-Terrorism Act of 2002, Title III of the USA PATRIOT Act ("the Act"), its implementing regulations, and related SEC and SRO rules. These requirements include requirements to identify and report currency transactions and suspicious activity, to implement a customer identification program to verify the identity of customers, and to implement an anti-money laundering compliance program. As required by the Act, Broker certifies that it has a comprehensive anti-money laundering compliance program that includes, policies, procedures and internal controls for complying with the BSA; policies, procedures and internal controls for identifying, evaluating and reporting suspicious activity; a designated compliance officer or officers; training for appropriate employees; and an independent audit function. Further Broker certifies, and will certify to MET annually hereafter, that it has established and implemented a Customer Identification Program, in compliance with applicable regulations, as part of its anti-money laundering compliance program that, at a minimum, requires (i) the verification of the identity of any customer seeking to open an account; (ii) the retention of a record of the information used to verify each customer's identity; and (iii) the determination, within a reasonable time before or after the account is opened, as to whether the customer appears on any lists of known or suspected terrorists or terrorist organizations as provided to it by any government agency. Broker hereby agrees that it will verify the identity of each customer that it introduces MET, whether through documentary or non-documentary means, and that MET will rely upon such verification, as prescribed by the regulations promulgated under Section 326 of the Act in accordance with the safe-harbor provided in Section 103.122(b)(6) of the regulations under the Act. IV. PRINCIPLES OF ETHICAL MARKET CONDUCT Enterprise Selling Agreement MetLife Version - September 2003 As a member of the American Council of Life Insurance's Insurance Marketplace Standards Association (IMSA), MetLife expects that the Agency and its subagents will abide by the six principles of ethical market conduct set forth by IMSA in connection with all Contracts sold pursuant to this Agreement. The six principles are as follows: (a) to conduct business according to high standards of honesty and fairness and to render that service to its customers which in the same circumstances, it would apply to or demand for itself; (b) to provide competent and customer focused sales and service; (c) to engage in active and fair competition; (d) to provide advertising and sales material that are clear as to purpose and honest and fair as to content; (e) to provide fair and expeditious handling of customer complaints and disputes; and (f) to maintain a system of supervision and review that is reasonably designed to achieve compliance with these principles of ethical market conduct. Broker shall furnish information, documentation and reports to MetLife as it may reasonably request in order to permit MetLife to ascertain whether Broker is conducting its operations in accordance with the Principles of Ethical Market Conduct. V. COMPENSATION 1) MetLife shall pay Broker compensation for the sale of each Contract sold by Representative of Broker as set forth in Exhibits A, B and Compensation Schedule(s) attached between MetLife and either Broker or Agency, as the case may be. MetLife shall identify to Broker with each such payment the name or names of the Representative(s) of Broker who solicited each Contract covered by the payment. Broker will be responsible for issuing checks, statements or forms for tax purposes and other administrative duties connected with compensation of such Representatives. Unless otherwise agreed upon by the parties, MetLife shall have no obligation to any of the employees, agents or Representatives of Broker or Agency for the payment of any compensation. Unless otherwise provided in Exhibits A, B or in the Compensation Schedules, Exhibits A or B and the Compensation Schedules, including the commissions and fees therein, may be amended by MetLife at any time, in any manner, and without prior notice. Any amendment to Exhibits A, B or in the Compensation Schedules will be applicable to any Contract for which any application or premium is received by MetLife on or after the effective date of such amendment. However, MetLife reserves the right to amend such Exhibits and Schedules with respect to subsequent premiums and renewal commissions and the right to amend such Exhibits and Schedules pursuant to this subsection even after termination of this Agreement. 2) MetLife may at any time offset against any compensation payable to (a) the Agency or its successors or assigns, any indebtedness due from the Agency to MetLife or its Affiliates, and (b) Enterprise Selling Agreement MetLife Version - September 2003 the subagents or their successors or assigns any indebtedness due from the subagent to MetLife or its Affiliates. Nothing contained herein shall be construed as giving Agency or representative the right to incur any indebtedness on behalf of MetLife or its Affiliates. Any remaining indebtedness of Broker to MetLife or its Affiliates arising under this Agreement shall be a first lien against any monies payable hereunder. The right of Broker, or any person claiming through Broker to receive any compensation provided by this Agreement shall be subordinate to the right of MetLife to offset such compensation against any such indebtedness of the Broker to MetLife or its Affiliates. 3) Neither Broker nor any of its Representatives shall have any right to withhold or deduct any part of any premium or other purchase payment it shall receive with respect to the Contracts covered by this Agreement for purposes of payment of commission or otherwise. 4) No compensation shall be payable, and any compensation already paid shall be returned to MetLife on request, under each of the following conditions: a) if MetLife or its Affiliates, in their sole discretion, determine not to issue the Contract applied for, b) if MetLife or its Affiliates refund the premium paid by the applicant, upon the exercise of applicant's right of withdrawal pursuant to any "free-look" privilege, c) if MetLife or its Affiliates refund the premium paid by applicant as a result of the resolution of a consumer complaint, recognizing that MetLife and its Affiliates have sole discretion to refund premiums paid by applicants, or d) if MetLife or its Affiliates determine that any person signing an application who is required to be registered and/or licensed or any other person or entity receiving compensation for soliciting purchases of the Contracts is not duly registered and/or licensed to sell the Contracts in the jurisdiction of such attempted sale. 5) MetLife shall pay the compensation to Agency for Contracts credited prior to the termination date of this Agreement to the Agency under the Agreement, as set forth in Exhibits A, B or any Compensation Schedule, attached, while it is in effect. Such Enterprise Selling Agreement MetLife Version - September 2003 Compensation shall be payable when the premium is due and paid to MetLife subject to the provisions of this Agreement and of the Schedule(s). 6) Agency and Broker hereby agree and acknowledge that compensation attributable to the sale of any Contract issued by an Affiliate may be payable directly by MetLife, in its discretion, to Agency or Broker where permitted, and not by the Affiliate. Agency and Broker further agree and acknowledge that such payment of compensation by MetLife attributable to the sale of such Contracts shall constitute a complete discharge of the obligation to pay compensation by the Affiliate issuer under this Agreement. The foregoing manner of payment shall not affect the right of offset or chargeback as referred to in Sections V (2) and V (4) of this Agreement, or other compensation rules as may be set forth in this Agreement, Compensation Schedules(s), or rules of the MetLife or its Affiliates. 7) MetLife shall not be obligated to pay any compensation, which would violate the applicable laws of any jurisdictions, anything in this Agreement notwithstanding. 8) Unless otherwise agreed to by MetLife, Broker, either directly or by reimbursing MetLife on request, shall pay for expenses incurred by such Broker in connection with the solicitation, offer and sale of the Contracts. 9) In addition to the conditions and limitations elsewhere contained in the Agreement and the Compensation Schedule(s), no first year commission shall be payable on replacements or switches of any Contract with another Contract, which are undisclosed, and which otherwise requires disclosure by either state regulation or MetLife's or its Affiliates' rules on replacement transactions; the replacement or switching rules of each applicable Affiliate are described on Exhibit C attached hereto. 10) With respect to compensation under this Agreement, in the event that anything contained in this Section V conflicts with the terms of the compensation described in the attached Exhibits A, B or the Compensation Schedule(s), the terms contained in such schedules attached will prevail. VI. COMPLAINTS AND INVESTIGATIONS Enterprise Selling Agreement MetLife Version - September 2003 1) Broker and MetLife jointly agree to cooperate fully in any regulatory investigation or proceeding or judicial proceeding arising in connection with the offer, sale, and/or servicing of the Contracts. 2) Both the Broker and MetLife jointly agree to investigate any customer complaint in connection with the Contracts. The term customer complaint shall mean an oral or written communication either directly from the purchaser of or applicant for Contract covered by this Agreement or his/her legal representative, or indirectly from a regulatory agency to which he/she or his/her legal representative has expressed a grievance. 3) Such cooperation referred to in Sections VI (1) and VI (2) of this Agreement shall include, but is not limited to, each party promptly notifying the other of the receipt of notice of any such investigation or proceeding, forwarding to the other party a copy of any written materials in connection with the matter and such additional information as may be necessary to furnish a complete understanding of same. In the case of a customer complaint, promptly refer such complaint to the other party for handling where appropriate and provide the other party with customer complaint information and documentation upon request. A complaint is defined as a written or documented verbal communication received by a company or its distributors, which primarily expresses a grievance. 4) MetLife reserves the right to settle on behalf of itself, and on behalf of itself and Broker collectively if Broker agrees, any claims, complaints or grievances made by applicants, policyholders or others in connection with the Contracts, and concerning any conduct, act or omission by the Broker or its agents or representatives with respect to the Contracts or any transactions arising out of this Agreement. If Broker does not agree to a collective settlement with MetLife and MetLife, on behalf of itself, settles the matter, Broker shall indemnify and hold harmless MetLife from any and all claims, complaints or grievances made by Broker or any applicant, policyholder or other made in connection with such matter. VII. RECORDS AND ADMINISTRATION 1) To the extent requested by Broker and agreed to by MetLife, once a Contract has been issued, it will be delivered after review by Broker to the applicant, accompanied by any applicable Notice of Withdrawal Right and any additional appropriate documents. MetLife will confirm or cause to be confirmed to customers all Contract transactions, as to the extent legally required, and will administer the Contracts after they have been delivered, but may from time to time require Enterprise Selling Agreement MetLife Version - September 2003 assistance from Broker. Consistent with its administrative procedures, MetLife will assume that a Contract issued by it will be promptly delivered by Broker to the purchaser of such Contract. As a result, if a purchaser exercises the free look rights under a Contract, Broker shall indemnify MetLife for any loss incurred by MetLife or its Affiliates that results from Broker's failure to promptly deliver such Contract to its purchaser. 2) Broker will maintain all books and records as required by Rules 17a-3 and 17a-4 under the 1934 Act, except to the extent that MetLife may agree to maintain any such records on Broker's behalf. Records subject to any such agreement shall be maintained by MetLife as agent for Broker in compliance with said rules, and such records shall be and remain the property of Broker and be at all times subject to inspection by the SEC in accordance with Section 17(a) of that Act. Nothing contained herein shall be construed to affect MetLife's or its Affiliates' right to ownership and control of all pertinent records and documents pertaining to its business operations including, without limitation, its operations relating to the Contracts, which right is hereby recognized and affirmed. MetLife and Broker agree that each shall retain all records related to this Agreement as required by the 1934 Act, and the rules and regulations thereunder and by any other applicable law or regulation, as Confidential Information as described in Section VIII(D) of this Agreement, and neither party shall reveal or disclose such Confidential Information to any third party unless such disclosure is authorized by the party affected thereby or unless such disclosure is expressly required by applicable federal or state regulatory authorities. However, nothing contained herein shall be deemed to interfere with any document, record or other information, which by law, is a matter of public record. VIII. PRIVACY INFORMATION A. PROPRIETARY INFORMATION Any and all account records developed by MetLife or its Affiliates, or provided to MetLife or its Affiliates by Broker or Broker's affiliates, including but not limited to customer files, sales aides, computer software, customer names, addresses, telephone numbers and related paperwork, literature, authorizations, manuals and supplies of every kind and nature relating to the Contracts and the servicing of the Contracts are and shall remain the property of MetLife or its Affiliates. Such proprietary information and materials shall be treated as nonpublic personal information and/or confidential information, as appropriate pursuant to Sections VIII(A), (B), (C), and (D) of this Agreement. Enterprise Selling Agreement MetLife Version - September 2003 Any and all proprietary information and material developed and provided by MetLife and its Affiliates shall be returned to MetLife (including all copies made by the Broker or its affiliates) upon termination of this Agreement. Any materials developed by the Broker or its affiliates in support of the marketing, sales, advertising or training related to MetLife or its Contracts shall be destroyed upon the termination of the Agreement. B. RECEIPT OF CUSTOMER NONPUBLIC PERSONAL INFORMATION FROM BROKER BY METLIFE 1) MetLife and its Affiliates will treat nonpublic personal information regarding Broker's customers provided to it by Broker under this Agreement as Confidential Information under Section VIII(D) of this Agreement, except that such provisions shall not apply to such information regarding customers of Broker who were, are or become policyholders or customers of MetLife or its Affiliates other than by reason of the services provided by Broker under this Agreement. 2) Notwithstanding the foregoing, MetLife and its Affiliates shall have the right to use or disclose such nonpublic personal information: (a) to the full extent required to comply with Applicable Laws or requests of regulators; (b) as necessary in connection with any of MetLife or its Affiliates' audit, legal, compliance or accounting procedures; (c) as necessary or permitted by Applicable Laws in the ordinary course of business, for example to administer Contracts and provide customer service to purchasers of Contracts under this Agreement; (d) as authorized by such customer; and (e) to protect against or prevent fraud. 3) MetLife and its Affiliates may market, offer, sell or distribute insurance products, including, but not limited to, the Contracts, or any of their other products and related services, outside of this Agreement to customers of Broker provided they do not use nonpublic personal information regarding Broker's customers provided by Broker to specifically target customers, and such marketing, offering, selling or distributing by MetLife and its Affiliates of insurance (including but not limited to the Contracts) or any of their other products or services shall not be subject to the terms of this Agreement. C. TREATMENT OF NONPUBLIC PERSONAL INFORMATION DISCLOSED TO BROKER BY METLIFE Broker will treat nonpublic personal information regarding Broker's customers provided to it by MetLife or its Affiliates under this Agreement as Confidential Information and shall use such Enterprise Selling Agreement MetLife Version - September 2003 information only to solicit sales of and to provide service with respect to Contracts sold pursuant to this Agreement. Notwithstanding the foregoing, Broker shall have the right to use or disclose nonpublic personal information provided to it by MetLife or its Affiliates to the extent permitted by Applicable Laws and MetLife's or its Affiliates' privacy policy, for example, to comply with Applicable Laws or requests of regulators, in connection with Broker's audit procedures, as authorized by such customers, and to protect against or prevent fraud. D. CONFIDENTIAL INFORMATION 1) MetLife and its Affiliates and Broker will maintain the confidentiality of Confidential Information disclosed by either party to the other party under the terms of this Agreement. Except as otherwise provided in Sections VIII(A) and VIII(B), neither MetLife and its Affiliates nor Broker shall disclose any Confidential Information that is covered by this Agreement, and shall only disclose such information if authorized in writing by the affected party or if expressly required under the terms of a valid subpoena or order issued by a court of competent jurisdiction or regulatory body or applicable laws and regulations. "Confidential Information" means: (a) any information that this Agreement specifies will be treated as "Confidential Information" under this Section VIII(B); (b) any information of Broker and its affiliates disclosed by Broker to MetLife or its Affiliates through the course of business during the term of this Agreement, or any information of MetLife and its Affiliates that is disclosed by MetLife or its Affiliates to Broker through the course of business during the term of this Agreement, in each such case if such information is clearly identified as and marked "confidential" by the disclosing party, such information includes, but is not limited to, new products, marketing strategies and materials, development plans, customer information, client lists, pricing information, rates and values, financial information and computer systems; (c) nonpublic personal information; and (d) information required to be treated as confidential under Applicable Laws. 2) "Confidential Information" does not include (i) information which is now generally available in the public domain or which in the future enters the public domain through no fault of the receiving party; (ii) information that is disclosed to the receiving party by a third party without violation by such third party of an independent obligation of confidentiality of which the receiving party is aware; or (iii) information that the disclosing party consents in writing that the receiving party may disclose. Enterprise Selling Agreement MetLife Version - September 2003 3) The disclosing party warrants that it has the right to provide access to, disclose and use, the Confidential Information to be provided hereunder. The receiving party shall not be liable to the other for: a) inadvertent use, publication, or dissemination of the Confidential Information received hereunder provided that: (i) it uses the same degree of care in safeguarding such information as it used for its own information of like importance; (ii) it has complied with Applicable Laws; and (iii) upon discovery of such, it shall take steps to prevent any further inadvertent use, publication, or dissemination; and/or b) unauthorized use, publication or dissemination of the Confidential Information received hereunder by persons who are or have been in its employ unless it fails to safeguard such information with the same degree of care as it uses for its own proprietary information of like importance and provided that the receiving party uses such Confidential Information in accordance with Applicable Laws. 4) Any similarity between the Confidential Information and any other information, regardless of medium, whether verbal or written, as well as contracts and/or services acquired from third parties or developed by the receiving party, or Affiliates independently through its or their own efforts, thought, labor and ingenuity shall not constitute any violation of this Agreement and shall not subject the receiving party to any liability whatsoever. 5) The receiving party shall use the Confidential Information solely for purposes contemplated by this Agreement and shall not disclose the Confidential Information except as expressly provided herein. 6) The receiving party understands that neither the disclosing party nor any of its representatives or designees have made or make any representation or warranty as to the accuracy or completeness of the Confidential Information. E. PROTECTED HEALTH INFORMATION To the extent that Broker and its Representatives receive, create, has access to or uses PHI, as that term is defined in Section I of the Agreement, regarding individuals who are applicants for, owners of or eligible for benefits under certain health insurance products and optional riders offered by or through MetLife or any of its Affiliates, in accordance with the requirements of the federal Health Insurance Enterprise Selling Agreement MetLife Version - September 2003 Portability and Accountability Act of 1996 and related regulations ("HIPAA"), as may be amended from time to time, Broker agrees: 1) Not to use or disclose PHI except (i.) to perform functions, activities, or services for, or on behalf of, MetLife or its Affiliates as specified in the Agreement and consistent with applicable laws, or (ii.) to the extent that such use or disclosure is required by law. Any such use or disclosure shall be limited to that required to perform such services or to that required by relevant law. 2) To use appropriate safeguards to prevent use or disclosure of PHI other than as permitted by this Agreement. 3) To promptly report to MetLife any use or disclosure of PHI not permitted by this Agreement of which Broker becomes aware and to mitigate any harmful effect of any use or disclosure that is made by Broker or its Representatives in violation of the requirements of this Agreement. 4) T ensure that any third party with whom Broker contracts or is hired under that arrangement, receives or has access to PHI agrees to the same restrictions and conditions that apply to Broker with respect to PHI under this Agreement. 5) To, within 15 days of MetLife's request, provide MetLife with any PHI or information relating to PHI as deemed necessary by MetLife to provide individuals with access to, amendment of, and an accounting of disclosures of their PHI. 6) To make Broker's records relating to use or disclosure of PHI available to the Secretary of the United States Department of Health and Human Services at his/her request to determine MetLife's, or one of its Affiliate's, compliance with HIPAA. 7) To, upon termination of this Agreement, in accordance with MetLife's wishes either return or destroy all PHI Broker maintains in any form and retain no copies. If MetLife agrees that such return or destruction is not feasible, Broker shall extend these protections to the PHI beyond the termination of the Agreement, in which case any further use or disclosure of the PHI will be solely for the purposes that make return or destruction infeasible. Destruction without retention of copies is deemed "infeasible" if prohibited by the terms of the Agreement or by applicable law, including record retention requirements of various state insurance laws. IX. INDEMNIFICATION 1) Except with respect to matters relating to the joint distribution of Contracts, the following indemnification provisions shall apply: a. MetLife will indemnify and hold harmless Broker from any and all losses, claims, damages or liabilities (or actions in respect thereof), to which Broker may become subject, insofar as Enterprise Selling Agreement MetLife Version - September 2003 such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Prospectus, Registration Statements or any other sales or offering materials furnished or approved in writing by MetLife for any of the Contracts or any relevant funding vehicle or any amendments or supplements thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; and will reimburse Broker for any legal or other expenses reasonably incurred by it in connection with investigating or defending against such loss, claim, damage, liability or action in respect thereof; provided, however, that MetLife shall not be liable in any such case to the extent that any such loss, claim, damage, liability or action arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made by Broker when referring to or explaining such Prospectus, amendment, Registration Statement or any other sales or offering materials. MetLife shall not indemnify Broker for any action where an applicant for any of the Contracts was not furnished or sent or given, at or prior to written confirmation of the sale of a Contract, a copy of the appropriate Prospectus (es), any Statement of Additional Information, if required or requested, and any supplements or amendments to either furnished to Broker by MetLife. The foregoing indemnities shall, upon the same terms and conditions, extend to and inure to the benefit of each director, trustee and officer of Broker and any person controlling it. b. Broker will indemnify and hold harmless MetLife and its Affiliates against any losses, claims, damages or liabilities (or actions in respect thereof), to which MetLife or its Affiliates may become subject, insofar as such losses, claims, damages, or liabilities (or actions in respect thereof) arise out of or are based upon any negligent, improper, fraudulent or unauthorized acts or omissions by Broker, its employees, agents, representatives, officers or directors, including but not limited to improper or unlawful sales practices, any statement or alleged untrue statement of any material fact, any omission or alleged omission, any unauthorized use of sales materials or advertisements, and any oral or written misrepresentations; and will reimburse MetLife or its Affiliates for any legal or other expenses reasonably incurred by them in connection with investigating or defending against any such loss, claim, damage, liability or action. The foregoing indemnities shall, upon the same terms and conditions, extend to and inure to the benefit of each director, trustee and officer of MetLife and its Affiliates, and any person controlling either MetLife or its Affiliates. Enterprise Selling Agreement MetLife Version - September 2003 c. Broker shall indemnify and hold harmless MetLife and its Affiliates from any and all losses, claims, damages or liabilities (or actions in respect thereof) to which MetLife or its Affiliates may be subject, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or result from any breach of any representation or warranty, covenant, agreement, obligation or undertaking in this Agreement by Broker or its directors, officers, employees or other representatives or by any other person or entity acting on behalf of or under control of Broker; and will reimburse MetLife or its Affiliates for any legal or other expenses reasonably incurred by them in connection with investigating or defending against any such loss, claim, damage, liability or action. The foregoing indemnities shall, upon the same terms and conditions, extend to and inure to the benefit of each director, trustee and officer of MetLife and its Affiliates, and any person controlling either MetLife or its Affiliates. d. Broker shall indemnify and hold MetLife and its Affiliates harmless for any penalties, losses or liabilities resulting from MetLife improperly paying any compensation under this Agreement, unless such improper payment was caused by MetLife's or its Affiliates' negligence or willful misconduct; and will reimburse MetLife or its Affiliates for any legal or other expenses reasonably incurred by them in connection with investigating or defending against any such loss, claim, damage, liability or action. The foregoing indemnities shall, upon the same terms and conditions, extend to and inure to the benefit of each director, trustee and officer of MetLife or its Affiliates, and any person controlling either MetLife or its Affiliates. 2) With respect to matters relating to the joint distribution of Contracts, the following indemnification provision shall apply: a) MetLife, and General Agent, where applicable, jointly and severally, agree to indemnify Broker and Agency against and hold them harmless from any and all claims, damages, lawsuits, administrative proceedings, liabilities and expenses (including reasonable attorneys' fees) against Broker or Agency arising or resulting directly or indirectly from acts or omissions of MetLife or General Agent(s), including, but not limited to, breach of any representation, warranty, covenant or obligation of MetLife or General Agent(s) under the Agreement, or of any of their officers or employees in connection with performance under the Agreement. For purposes of this Section only, Broker shall be deemed to include its "controlling persons" as defined in Section 15 of the 1933 Act and Section 20(a) of the 1934 Act. Enterprise Selling Agreement MetLife Version - September 2003 b) Broker and Agency, where applicable, jointly and severally, agree to indemnify MetLife, its Affiliates and General Agent(s) against and hold them harmless from any and all claims, damages, lawsuits, administrative proceedings, liabilities and expenses (including reasonable attorneys' fees) against MetLife, its Affiliates or General Agent(s) arising or resulting directly or indirectly from acts or omissions of Broker or Agency, including, but not limited to, breach of any representation, warranty, covenant or obligation of Broker or Agency under the Agreement, or of any of their officers or employees in connection with performance under the Agreement. For purposes of this Section only, MetLife shall be deemed to include its "controlling persons" as defined in Section 15 of the 1933 Act and Section 20(a) of the 1934 Act. 3) Promptly after receipt by an indemnified party of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party, notify the indemnifying party in writing of the commencement thereof; but the omission to notify the indemnifying party shall not relieve it from any liability which it may otherwise have to any indemnified party. In case any such action shall be brought against any indemnified party, it shall notify the indemnifying party of the commencement thereof. The indemnifying party shall be entitled to participate in, and, to the extent that it shall wish, jointly with any other indemnifying party, similarly notified, to assume the defense thereof, with counsel satisfactory to such indemnified party. After notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation. X. GENERAL PROVISIONS A. TERM AND TERMINATION 1) This Agreement shall continue in force for a term of one year from the Effective Date and thereafter shall automatically be renewed each year for a further one-year period, provided that any party may unilaterally terminate this Agreement with or without cause upon thirty (30) days prior written notice of termination to the other parties. 2) Change in Status. Enterprise Selling Agreement MetLife Version - September 2003 a) Broker-Dealer Status. The Agreement shall terminate immediately upon MetLife or Broker ceasing to be a registered broker-dealer or a member of the NASD. b) Legal Status. The Agreement shall terminate immediately upon the termination of the legal existence of Selling Broker-Dealer or the Agency, or the merger, consolidation, reorganization, dissolution, receivership or bankruptcy of either, or whenever the Agency is no longer licensed under law to solicit and procure applications for Contracts, unless the Agency notifies the other parties in writing at least thirty (30) days' prior to the occurrence of any of the above events and obtains written permission to continue on a basis approved by the other parties. 3) Upon termination of this Agreement, all authorizations, rights and obligations shall cease except (a) the agreements contained in Sections, VI, VIII, IX, X(E), X(F), and X(J) hereof; and (b) the obligation to settle accounts hereunder. Except with respect to records required to be maintained by Broker pursuant to Rules 17a-3 and 17a-4 under the 1934 Act, Broker shall return to MetLife, within 30 days after the Effective Date of termination, any and all records in its possession which have been specifically maintained in connection with MetLife's operations related to the Contracts. B. ASSIGNABILITY This Agreement shall not be assigned by either party without the written consent of the other; provided, however, that MetLife may assign this Agreement to its Affiliates at any time. Any purported assignment in violation of this Section shall be void. C. AMENDMENTS No oral promises or representations shall be binding nor shall this Agreement be modified except by agreement in writing, executed on behalf of the Parties by a duly authorized officer of each of them. D. NOTICES Notices to be given hereunder shall be addressed to: _____________ _____________ _____________ _____________ _____________ _____________ Enterprise Selling Agreement MetLife Version - September 2003 _____________ _____________ E. ARBITRATION 1) All disputes and differences between the parties, other than those arising with respect to the use of nonpublic personal information under Section VIII must be decided by arbitration, regardless of the insolvency of either party, unless the conservator, receiver, liquidator or statutory successor is specifically exempted from an arbitration proceeding by applicable state law. 2) Either party may initiate arbitration by providing written notification to the other party. Such written notice shall set forth (i) a brief statement of the issue(s); (ii) the failure of the parties to reach agreement; and (iii) the date of the demand for arbitration. 3) The arbitration panel shall consist of three arbitrators. The arbitrators must be impartial and must be or must have been officers of life insurance and or securities companies other than the parties or their affiliates. 4) Each party shall select an arbitrator within thirty (30) days from the date of the demand. If either party shall refuse or fail to appoint an arbitrator within the time allowed, the party that has appointed an arbitrator may notify the other party that, if it has not appointed its arbitrator within the following ten (10) days, an arbitrator will be appointed on its behalf. The two (2) arbitrators shall select the third arbitrator within thirty (30) days of the appointment of the second arbitrator. If the two arbitrators fail to agree on the selection of the third arbitrator within the time allowed, each arbitrator shall submit to the other a list of three (3) candidates. Each arbitrator shall select one name from the list submitted by the other and the third arbitrator shall be selected from the two names chosen by drawing lots. 5) The arbitrators shall interpret this Agreement as an honorable engagement rather than merely as a legal obligation and shall consider practical business and equitable principles as well as industry custom and practice regarding the applicable insurance and securities business. The arbitrators are released from judicial formalities and shall not be bound by strict rules of procedure and evidence. Enterprise Selling Agreement MetLife Version - September 2003 6) The arbitrators shall determine all arbitration schedules and procedural rules. Organizational and other meetings will be held in New York, unless the arbitrators select another location. The arbitrators shall decide all matters by majority vote. 7) The decisions of the arbitrators shall be final and binding on both parties. The arbitrators may, at their discretion, award costs and expenses, as they deem appropriate, including but not limited to legal fees and interest. The arbitrators may not award exemplary or punitive damages. Judgment may be entered upon the final decision of the arbitrators in any court of competent jurisdiction. 8) Unless the arbitrators shall provide otherwise, each party will be responsible for (a) all fees and expenses of its respective counsel, accountants, actuaries and any other representatives in connection with the arbitration and (b) one-half (1/2) of the expenses of the arbitration, including the fees and expenses of the arbitrators F. GOVERNING LAW This Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to New York choice of law provisions. G. ENTIRE UNDERSTANDING This Agreement and any reference incorporated herein constitute the complete understanding of the parties and supersedes in its entirety any and all prior and contemporaneous agreements among the parties with respect to the subject matter discussed herein. No oral agreements or representations shall be binding. H. THIRD PARTY BENEFICIARIES MetLife's Affiliates shall be third party beneficiaries of this Agreement, entitled to enforce the provision hereof as if they were a party to this Agreement. Except as otherwise provided in the preceding sentence, nothing in the Agreement shall convey any rights upon any person or entity, which is not a party to the Agreement. I. NON-EXCLUSIVITY Broker and Agency agree that no territory or product is assigned exclusively hereunder and that MetLife reserves the right in its discretion to enter into selling agreements with other Enterprise Selling Agreement MetLife Version - September 2003 broker-dealers, and to contract with or establish one or more insurance agencies in any jurisdiction in which Broker transacts business hereunder. J. NO-HIRE For purposes of this Section J only, the term "agent" shall include all appointed agents and Representatives. The parties to this Agreement acknowledge that each may have access to the names and identities of agents of each party as a result of performing their respective obligations under this Agreement, and that each may establish close working relationships with such persons. Therefore, Broker and Agency on the one hand (for purposes of this Section J, "Selling Group"), and MetLife on the other hand, agree that while an agent maintains his/ her affiliation with each and for twelve (12) months after his/ her termination of the affiliation: a) Selling Group will not hire any agent of MetLife. In addition Selling Group acknowledges that its agents hold important contractual and business relationships with it and agree that it shall not interfere in any way with the relationships, contractual or otherwise, between MetLife and its agents. Selling Group shall not induce or encourage, or attempt to induce or encourage, any agent of MetLife to terminate or change his/ her relationship with MetLife. b) MetLife will not hire any agent of Selling Group. In addition MetLife acknowledges that its agents hold important contractual and business relationships with it and agree that it shall not interfere in any way with the relationships, contractual or otherwise, between Selling Group and its agents. MetLife shall not induce or encourage, or attempt to induce or encourage, any agent of Selling Group to terminate or change his/ her relationship with Selling Group. K. WAIVER The failure of either party to strictly enforce any provision of this Agreement shall not operate as a waiver of such provision or release either party from its obligation to perform strictly in accordance with such provision. L. COUNTERPARTS This Agreement may be executed in counterparts, with the same force and effect as if executed in one complete document. M. SEVERABILITY Enterprise Selling Agreement MetLife Version - September 2003 If any provision of this Agreement is declared null, void or unenforceable in whole or in part by any court, arbitrator or governmental agency, said provision shall survive to the extent it is not so declared and all the other provisions of the Agreement shall remain in full force and effect unless, in each case, such declaration shall serve to deprive any of the parties hereto of the fundamental benefits of this Agreement. In reliance on the representations set forth and in consideration of the undertakings described, the parties represented below do hereby contract and agree. METROPOLITAN LIFE INSURANCE COMPANY (BROKER-DEALER) By__________________________________ ____________________________________ Print Name & Title Date________________________________ METROPOLITAN LIFE INSURANCE COMPANY (ISSUER) By__________________________________ ____________________________________ Print Name & Title Date________________________________ BROKER (SELLING BROKER-DEALER) By__________________________________ ____________________________________ Print Name & Title Date________________________________ Enterprise Selling Agreement MetLife Version - September 2003 EXHIBIT A SCHEDULE OF VARIABLE PRODUCT AND COMPENSATION Enterprise Selling Agreement MetLife Version - September 2003 EXHIBIT B SCHEDULE OF FIXED PRODUCT AND COMPENSATION Enterprise Selling Agreement MetLife Version - September 2003 EXHIBIT C REWRITTEN BUSINESS (RWB) COMMISSION RULES (formerly, Replacement Commission Rules) EFFECTIVE JUNE 1, 2002 REVISED MAY 9, 2003 GUIDING PRINCIPLES FOR REWRITTEN BUSINESS The objective of this document is to provide information on MetLife's enterprise-wide Rewritten Business (RWB) Rules. These rules were designed based the following guiding principles: 1. Support SUITABLE CHANGE THAT IS DRIVEN BY THE BEST INTEREST AND NEEDS OF THE CUSTOMER. 2. ENTERPRISE CONSISTENCY - Apply the same rules for all business done by all producers in the MetLife family of distribution franchises. 3. Generally pay full compensation for increase in premium and reduced compensation for replaced premium, regardless of source. 4. FAIRNESS - Provide fair compensation for internal, Enterprise-wide replacement transactions that are done with the best interest and needs of the client in mind and in accordance with industry practices and regulatory requirements. These rules were designed to provide for all known situations that an agent might encounter with suitability and fairness for the client in mind. At the time of the writing of this document, they are believed to cover all situations, BUT it is recognized that our business is not static and a situation may arise where these Rewritten Business Rules will not clearly address the issue. These new rules apply to payment of First Year Compensation. In general, Asset Trail, TLP and renewal commissions will not be affected. SUITABILITY, FIRST & FOREMOST The rules for Rewritten Business are in place to support suitable transactions that are in the best interest of the customer. Simply stated, all Rewritten Business must be suitable for the customer. A product replacement or switch can only be recommended if it is in the customer's best interest. In general, when you and your customer are considering rewriting a product to better serve the customer's financial goals, the following guidelines should be followed. For a detailed review of MetLife's suitability guidelines, please refer to the Suitability Tutorial and Replacement Tutorial in the Ethics & Compliance section of the LearnNow website, or the Suitability document posted in the Reference Works section of the Ask Me/Tell Me/Read Me database. - The recommendation should be supported by a thorough fact-find and needs analysis. - The new product should clearly meet the customer's financial and personal goals, and this should be readily evident to the customer. - The benefits of the new product should clearly outweigh the costs and consequences of replacing or switching the existing product. Enterprise Selling Agreement MetLife Version - September 2003 - The pros and cons of the proposed transaction should be discussed completely with the customer. - Proper disclosure of the replacement or switch must be made to the customer and ALL Company and state requirements must be strictly adhered to with regard to Rewritten Business. WHEN DO THE REWRITTEN BUSINESS RULES APPLY? When a client gives up ALL OR PART OF THE BENEFIT PROVIDED BY AN EXISTING PRODUCT (either by ceasing to pay required premiums or deposits on the product or by appropriating the product's cash value) to fund the purchase of a New Product or the rollover into an Existing Product, these Rewritten Business rules will apply. These rules govern the commissions paid on the sale of the second product. These rules apply in the following circumstances as defined by key terms and definitions presented in the following section of this document: - When an Existing Product is rewritten by New Product; or - When funds from an Existing Product are used to fund a deposit into another Existing Product; or - - When an Existing Product is rewritten by a non-enterprise New Product sponsored by, or sold through the enterprise (e.g., products available through the MetLife General Agency.) For PROTECTION PRODUCTS, and INVESTMENT PRODUCTS, any transaction identified as occurring within the respective Rewritten Business Window (see definition in next section of this document), may trigger the application of these Rewritten Business Rules. Enterprise Selling Agreement MetLife Version - September 2003 KEY TERMS & DEFINITIONS AS APPLIED TO REWRITTEN BUSINESS RULES EXISTING PRODUCT or PRODUCT BEING REWRITTEN is any "existing" enterprise protection or investment product used to fund the purchase of a new enterprise protection or investment product or to fund a deposit into an Existing Enterprise protection or investment Product. NEW PRODUCT is any protection or investment product, policy or contract, which rewrites, in whole or part, an Existing Product. NEW PREMIUM or NEW DEPOSIT is the amount of first-year premium or the initial deposit paid on a New Product. With respect to flexible premium life products, any amount paid in excess of the (base commissionable) premium amount - sometimes referred to as "excess premium" - is excluded. OLD PREMIUM LEVEL is an amount equal to the first-year premium on an Existing Product. With respect to flexible premium life products, "Old Premium Level" does not include any amount previously paid in excess of the (base commissionable) premium amount - sometimes referred to as "excess premium." OLD MONEY is the net cash value released (excluding dividend accumulations) from an Existing Product, either as cash build up, accumulation, or policy values, and subsequently appropriated or used to pay any part of a New Premium or Deposit. Appropriation or use of Old Money to pay any part of a New Premium or Deposit may be implied if the use or appropriation occurs within the Rewritten Business Window and the criteria for deeming the money to have been used for that purpose have been met. This will apply whether that cash value is explicitly rolled into the new policy or not. In addition, a full or partial surrender of PUAR/VABR values (or of a paid-up or non-forfeiture policy) on the same life is considered rollover money if it falls within the RWB window, even if the old policy is not otherwise changed or "rewritten." NEW MONEY is any amount used to pay premium or deposits on a New or Existing Product that is not Old Money. In essence, New Money is any money paid by the client that has not come from an existing enterprise product within the Rewritten Business Window as defined in this document. REWRITTEN BUSINESS WINDOW is the time frame in which transactions on an Existing Product will trigger the application of these Rewritten Business rules with regard to the issue of a New Product or deposit into an Existing Product. If within this time frame, an Existing Product lapses, is fully or partially surrendered for the cash value, or the annualized premium is reduced by a policy change, these Rewritten Business rules will apply to the commissions on the New Product. 1) For PROTECTION PRODUCTS, the REWRITTEN BUSINESS WINDOW is 6 months prior to and 12 months after the Date of Part A of a New Product. 2) For INVESTMENT PRODUCTS, the REWRITTEN BUSINESS WINDOW is 3 months prior to and 3 months after the issue date of a New Product or a deposit into an Existing contract. Enterprise Selling Agreement MetLife Version - September 2003 RULES FOR MONEY COMING INTO A NEW LIFE POLICY PERMANENT TO PERMANENT / TERM TO TERM / PERMANENT TO TERM LIFE FULL FIRST-YEAR COMMISSIONS will be paid on the part of the New premium in the New Product that exceeds the premium level of the Old Product. - - PARTIAL FIRST-YEAR COMMISSIONS will be paid on premium dollars in the New Product up to the premium level of the Old Product. The partial commission payable will be determined based on the age of the old policy being rewritten. This applies to "roll-overs" directly into the Cash Value and Paid-Up Riders. Please refer to the table below.
- ----------------------------------------------------------- PERCENT OF NORMAL FYC - ----------------------------------------------------------- YEARS OLD POLICY HAS UP TO OLD PREMIUM ABOVE OLD PREMIUM BEEN IN-FORCE LEVEL (1) LEVEL - ----------------------------------------------------------- Less Than 5 0% 100% - ----------------------------------------------------------- 5 but less than 6 25% 100% - ----------------------------------------------------------- 6 but less than 7 30% 100% - ----------------------------------------------------------- 7 but less than 8 35% 100% - ----------------------------------------------------------- 8 but less than 9 40% 100% - ----------------------------------------------------------- 9 but less than 10 45% 100% - ----------------------------------------------------------- 10 or more 50% 100% - -----------------------------------------------------------
(1) Also applies to old money rolled over into an accumulation fund (e.g, Excess Premium), or whole life riders (e.g, VABR). - - FOR EXISTING TERM INSURANCE SOLD AFTER 01/01/2001. When existing term insurance that was sold AFTER 01/01/2001 is replaced by a new term policy, the "UP TO Old Premium Level" percentages in the table above would be doubled. - - PREMIUM DOUBLING RULE. Should the New Policy base premium at least double that of the Old Policy base premium AND the Old Policy is at least 5 years old, full commission will be paid on all premium dollars related to the base premium of the New Policy. Any Old Money rolled over into an accumulation fund (e.g, Excess Premium), or whole life riders (e.g, VABR) will be commissioned based on the above table. - - NORMAL RENEWALS will be paid based on published schedules of renewals for the New Policy being written. - - A PERSISTENCY ADJUSTMENT will apply to offset the "lapse" of the Old Product that is being rewritten under the Traditional Life Persistency (TLP) arrangement. This adjustment will apply if the Old Product being rewritten is a traditional life policy, has been in force for 5 years or more, and the commissions on the New Product are adjusted under the Rewritten Business Rules. - - No Commissions are paid for "SAVING" cases. Enterprise Selling Agreement MetLife Version - September 2003 - - TERM INSURANCE receives the "Percent of Normal FYC" scale if rewritten, unless it is in the last 2 years of the level premium guarantee period, in which case 100% of normal FYC is payable. TERM TO PERMANENT - - Term-to-permanent commission payments are determined by the conversion rules of the Old Product. For a replacement of a term policy by a permanent policy, where no term conversion is available, full commissions will be paid on the permanent policy. ANNUITIES/MUTUAL FUND/WRAP ACCOUNT TO LIFE FULL FIRST-YEAR COMMISSIONS will be paid when money is coming from an Old Investment Product and going towards a New Protection Product, EXCEPT for Annuities with surrender/withdrawal charges. Enterprise Selling Agreement MetLife Version - September 2003 RULES FOR MONEY COMING INTO AN NEW ANNUITY FIXED TO FIXED ANNUITY / FIXED TO VARIABLE ANNUITY / VARIABLE TO FIXED ANNUITY - - FULL COMMISSIONS will be paid on New Money included within the New Deposit. - - ONE-HALF OF THE NORMAL FIRST-YEAR COMMISSION will be paid on the Old Money included within the New Deposit. The commission is only payable if the old annuity contract is beyond the surrender/withdrawal charge period. - - NO COMMISSIONS will be paid on the Old Money included within the New Deposit if a surrender/withdrawal charge was assessed on the old contract. VARIABLE ANNUITY TO VARIABLE ANNUITY - - FULL COMMISSIONS will be paid on New Money included within the New Deposit. - - NO COMMISSIONS will be paid on any Old Money included within the New Deposit. MUTUAL FUND OR WRAP ACCOUNT TO FIXED OR VARIABLE ANNUITY - - FULL COMMISSIONS will be paid on all money being deposited. PERMANENT LIFE INSURANCE TO FIXED OR VARIABLE ANNUITY - - FULL COMMISSIONS will be paid on New Money included within the New Deposit. - - FULL FIRST-YEAR COMMISSION will be paid on Old Money included within the New Deposit if the life insurance policy has been in force at least 10 years. - - NO FIRST YEAR COMMISSION paid on Old Money included in the New Deposit if the life insurance policy has been in force for less than 10 years. SPECIAL RULES APPLICABLE TO ANNUITIES - - NO COMMISSIONS will be payable on company-sponsored exchanges or similar exchanges sponsored by MetLife affiliates. - - STRETCH/ DECEDENT IRA. If the annuity is an IRA contract and the beneficiary elects a stretch/decedent IRA, NO COMMISSIONS will be paid or credited. - - ANNUITIZATION. One-half (50%) of the normal commissions/GDC will be credited on an annuitization from a deferred annuity which has been in place for at least two contract years AND on an annuitization using life insurance accumulation amounts or death benefit proceeds under the terms of the policy. - - SPOUSAL TRANSFERS. If the spouse is the primary beneficiary of the annuity death claim, and he/she elects to retain the proceeds in his/her name and become the annuitant/owner of the existing contract, no commission will be paid or credited. If the annuity death proceeds are moved to a new annuity, instead of using the spousal assumption/continuation provisions, the same RWB Rules for Old Money coming into a new Annuity will apply. Full first-year commission will be paid on New Money. Enterprise Selling Agreement MetLife Version - September 2003 RULES FOR MONEY COMING INTO A NEW MUTUAL FUND/WRAP ONE MUTUAL FUND FAMILY/WRAP TO ANOTHER MUTUAL FUND FAMILY/WRAP - - FULL FIRST-YEAR COMMISSIONS will be paid, provided a properly executed "Mutual Fund Switch Letter," signed by the client, the Financial Services Representative and his or her manager, is submitted as part of the transaction. EXCHANGES WITHIN THE SAME MUTUAL FUND FAMILY - - FULL FIRST-YEAR COMMISSION will be paid on any amount of New Money. - - NO FIRST-YEAR COMMISSION will be paid when Old Money from a mutual fund family is used to fund a mutual fund from the same family of funds. There is generally no sales charge to the client for this exchange, and as such, there is no commission payable. ANNUITY TO MUTUAL FUND/WRAP ACCOUNT - - FULL COMMISSION will be paid on New Money. - - FULL FIRST-YEAR COMMISSION will be paid when a mutual fund or WRAP account rewrites an annuity that is out of the surrender charge period. - - NO COMMISSION will be paid on the Old Money if the annuity is subject to a surrender/withdrawal charge. PERMANENT LIFE INSURANCE TO MUTUAL FUNDS/WRAP ACCOUNTS - - FULL COMMISSIONS will be paid on New Money included within the New Deposit. - - FULL FIRST-YEAR COMMISSION will be paid on Old Money included within the New Deposit if the life insurance policy has been in force at least 10 years. - - NO FIRST YEAR COMMISSION paid on Old Money included in the New Deposit if the life insurance policy has been in force for less than 10 years. Enterprise Selling Agreement MetLife Version - September 2003 ADDITIONAL RULES THAT APPLY The Company reserves the right to apply the rewritten business rules in special situations. Listed here is information regarding several special situations, and the names of individuals you should contact if you encounter a situation where it is unclear how these rules apply. POLICY LOANS. It is against company rules to recommend policy loans to help fund a New or Existing Products. The date of a policy loan check may be used as the "date of lapse" in determining whether a new policy will be considered a "rewritten policy," if, within the Rewritten Business Window: 1) a loan is taken out on an Existing Policy resulting in the total outstanding loan on that policy to be equal to 80% or more of the total loan value on that policy, AND 2) the existing policy lapses, is surrendered for the cash value, or the annualized premium is reduced by policy change, with three or less months additional premiums having been paid 31 days after the date of the policy loan check. Remember that it is against Company policy to recommend policy loans to help fund the purchase of an equity product. OWNERSHIP CHANGES. When a change in ownership occurs involving a corporation, a qualified retirement plan or an irrevocable trust, the New Policy will not be considered Rewritten Business for RWB commission rule purposes, even though the insured is the same. Neither will an individually-owned policy sold after a corporate-owned policy is terminated because of business failure or bankruptcy. MATURED ENDOWMENTS. If the funds of an endowment policy, which has matured or is within 3 years of maturity, are deposited into a new or existing life insurance policy, annuity, or mutual fund, all the funds will be considered New Money for commission purposes, and full FYCs will be paid. JUVENILE POLICIES. Full commissions will be credited when a juvenile policy owned by parents, guardians or a trust is rewritten by a New Policy on the same life that also owns the New Policy and the owner of the New Policy is an adult (age 18 or older). QUALIFIED DOMESTIC RELATIONS ORDER. When a life policy is cancelled because of a court ordered settlement and is rewritten by another life policy on the same life, full commissions will be credited. Enterprise Selling Agreement MetLife Version - September 2003 When the assets of an annuity are required to be split because of a Domestic Relations Order or Qualified Domestic Relations Order, no commissions will be paid or credited. PRODUCT EXCHANGES. The company sometimes sponsors special exchange programs (known as a "company-sponsored exchange") designed to encourage clients to replace an older product with a newer one, typically because the newer product has features the older one lacks that are considered advantageous to the client. The company often provides some incentive to the client to make the sponsored exchange. Special commission provision may also apply. If they do, these special commission provisions will supersede the rules published here. TERM CONVERSIONS. On a term conversion in the first policy year, the term writer's first-year commissions are protected. The writer of the permanent policy will receive first-year commissions on the new policy less the FYC paid on the term policy, and will receive full renewal commissions. A term policy in its second or later policy year may be converted, and full commissions will be credited to the writer effecting the term conversion. Enterprise Selling Agreement MetLife Version - September 2003 EXAMPLES It's important to note at this point that the examples below show the net FYC you would receive given the assumptions shown. Remember, AS CURRENTLY IS THE BUSINESS PROCESS, Full FYC may well be paid out in one pay cycle AND the relative Rewritten Business Rule adjustments, may come 1 or more pay cycles later. EXAMPLE OF HOW THE TABLE WORKS:
- ----------------------------------------------------------------------------- PERCENT OF NORMAL FYC - ----------------------------------------------------------------------------- YEARS OLD POLICY HAS UP TO OLD PREMIUM ABOVE OLD PREMIUM BEEN IN-FORCE LEVEL (1) LEVEL - ----------------------------------------------------------------------------- Less Than 5 0% 100% - ----------------------------------------------------------------------------- 5 but less than 6 25% 100% - ----------------------------------------------------------------------------- 6 but less than 7 30% 100% - ----------------------------------------------------------------------------- 7 but less than 8 35% 100% - ----------------------------------------------------------------------------- 8 but less than 9 40% 100% - ----------------------------------------------------------------------------- 9 but less than 10 45% 100% - ----------------------------------------------------------------------------- 10 or more 50% 100% - -----------------------------------------------------------------------------
(1) Also applies to old money rolled over into an accumulation fund (e.g, Excess Premium), or whole life riders (e.g, VABR). Assumptions: - - New Policy FYC Rate is 50% - - Old Policy in-force for 7 1/2 years (cross table at "7 but less than 8" years in-force row) Results: - - FYC Rate on New Premium up to the Old Premium level = 17.5% (which is normal FYC Rate 50% x 35% - the % from the chart above) - - FYC Rate for New Premium above Old Premium level = 50% (New Money, gets full FYC) Enterprise Selling Agreement MetLife Version - September 2003 EXAMPLES OF A LIFE TO LIFE REWRITTEN POLICY EXAMPLE 1: Old policy and New Policy have same premium. Old Policy New Policy - - In-force for 9 years - New Premium of $1,000 - - Premium of $1,000 - Normal FYC rate of 50% - - $0 net cash value Results: - - FYC on New Premium up to Old Premium level = 50% x 45% x $1000 = $225.00 - - FYC on New Premium above Old Premium level = 50% x ($1,000 - $1,000) = $ 0.00 ------- TOTAL FYC = $225.00
How did we get there? - - Look Up applicable FYC adjustment rate from table (9 years inforce) = 45% - - Multiply as shown above for New Premium up to Old Premium level ($1,000) - - No FYC on New Premium above Old Premium level because New Premium minus Old Premium is $0. EXAMPLE 2: New Policy has $500 more premium than old policy. Old Policy New Policy - - In-force for 9 years - New Premium of $1,500 - - Premium of $1,000 - Normal FYC rate of 50% - - $0 net cash value Results: - - FYC on New Premium up to Old Premium level = 50% x 45% x $1000 = $225.00 - - FYC on New Premium above Old Premium level = 50% x ($1,500 - $1,000) = $250.00 ------- TOTAL FYC = $475.00
How did we get there? - - Look Up applicable FYC adjustment rate from table (9 years inforce) = 45% - - Multiply as shown above for New Premium up to Old Premium level ($1,000) - - FYC on New Premium above Old Premium calculated as above because New Premium minus Old Premium is $500. Enterprise Selling Agreement MetLife Version - September 2003 EXAMPLE 3: New Policy has $500 more premium than old policy, and additional $10,000 of Old Policy Cash Value also being rolled over into new policy. Old Policy New Policy - - In-force for 9 years - New Premium of $1,500 - - Premium of $1,000 - Normal FYC rate of 50% - - $10,000 net cash value (Rolled Over to New Policy) Results: - - FYC on New Premium up to Old Premium level = 50% x 45% x $1000 = $225.00 - - FYC on New Premium above Old Premium level = 50% x ($1,500 - $1,000) = $250.00 - - FYC on net Cash Value from Old Policy =2% x 45% x $10,000 = $ 90.00 ------- TOTAL FYC = $565.00
How did we get there? - - Look Up applicable FYC adjustment rate from table (9 years inforce) = 45% - - Multiply as shown above for New Premium up to Old Premium level ($1,000) - - FYC on New Premium above Old Premium calculated as above because New Premium minus Old Premium is $500. - - Multiply as shown above for Old Money ($10,000) rolled over to new policy. EXAMPLE 4: Same as example 3, BUT assume $10,000 of Old Policy Cash Value is surrendered by owner (i.e., not rolled over into the new policy.) Old Policy New Policy - - In-force for 9 years - New Premium of $1,500 - - Premium of $1,000 - Normal FYC rate of 50% - - $10,000 net cash value (NOT rolled over) Results: - - FYC on New Premium up to Old Premium level = 50% x 45% x $1,000 = $ 225.00 - - FYC on New Premium above Old Premium level = 50% x ($1,500 - $1,000) = $ 250.00 - - FYC on net Cash Value from Old Policy ("Old Money") = $ 0.00 -------- TOTAL FYC = $ 475.00
How did we get there? - - Look Up applicable FYC adjustment rate from table ( 9 years inforce) = 45% - - Multiply as shown above for New Premium up to Old Premium level ($1,000) - - FYC on New Premium above Old Premium calculated as above because New Premium minus Old Premium is $500. - - Since the owner of the contract surrendered the policy, no premium dollars came into the new Policy from "Old Money." Hence, No FYC would be paid on Old Money. Enterprise Selling Agreement MetLife Version - September 2003 EXAMPLE 5: Same as example 3, BUT $2,500 New Policy Premium. This would cause the Premium Doubling Rule to take effect. Old Policy New Policy - - In-force for 9 years - New Premium of $2,500 - - Premium of $1,000 - Normal FYC rate of 50% - - $10,000 net cash value (Rolled over into New Policy) Results: - - FYC on All New Premium = 50% x $2,500 = $1,250.00 - - FYC on net Cash Value from Old Policy ("Old Money") = 2% x 45% x $10,000 = $ 90.00 --------- TOTAL FYC = $1,340.00
How did we get there? - - The New base premium is at least double that of the Old base premium, therefore the Premium Doubling Rule applies and Full FYC will be paid on the New Policy base premium. - - The Old Money rolled into the New Policy will receive FYC based on the Table. EXAMPLE 6 - ANNUITY/MUTUAL FUND/WRAP TO LIFE: $20,000 from an annuity is rolled over into the PUAR of a new life policy, which has a premium of $500. Old Contract New Policy - - $20,000 in Old Contract (Rolled into PUAR) - $500 New Premium - - No Surrender Charges - FYC is 50% Results: - - FYC Rate of new premium is 50% (50% x 500 = $250) = $250.00 - - FYC on PUAR is 3% ($20,000 x 3% = $600) = $600.00 ------- TOTAL FYC = $850.00
How did we get there? - - Full FYC is paid when money is coming from an "old" Investment & Income product into a "new" Protection product. - - Old contract was out of the surrender charge period. Enterprise Selling Agreement MetLife Version - September 2003 EXAMPLES OF AN ANNUITY TO REWRITTEN ANNUITY CONTRACT EXAMPLE 7: Old annuity is out of the surrender charge period. Old Contract New Contract - - $100,000 Old Contract Surrender - $100,000 New Contract Deposit - - No Surrender Charges - GDC Rate of 6% - FYC is 35% of GDC Results: - - GDC is 6% of New Deposit ($100,000 x 6% = $6,000) - - FYC Rate of GDC is 35% of $6,000 = $2,100 - - 1/2 FYC on entire deposit = 50% x $2,100 = $1,050.00 --------- TOTAL FYC = $1,050.00
How did we get there? - - Since there were no surrender charges and no New Money deposited, half the FYC is paid on the deposit. -- EXAMPLE 8: Same as Example 7, but assume additional $10,000 new deposit. Old Contract New Contact - - $100,000 Old Contract Surrender - $110,000 New Contract Deposit - - No Surrender Charges - GDC Rate of 6% - FYC is 35% of GDC Results: - - GDC is 6% of New Deposit - - FYC Rate of GDC is 35% - - Full FYC on "New Money" ($10,000 x 6% x 35% = $210) = $ 210.00 - - 1/2 FYC on rollover deposit ($100,000 x 6% x 35% x 50% = $1,050) = $1,050.00 --------- TOTAL FYC = $1,260.00
How did we get there? - - Since there were no surrender charges and there was New Money deposited along with the deposit rolled over from the old annuity, full FYC (35% of the GDC) is paid on the "New Money" and half the FYC (50% of the 35% of the GDC) is paid on the deposit rolled over. The amount will be paid in the current year and Enterprise Selling Agreement MetLife Version - September 2003 EXAMPLE 9: Same as Example 7, but old contract is still in the surrender charge period. Old Contract New Contact - - $100,000 Old Contract Surrender - $100,000 New Contract Deposit - - Surrender Charges - GDC Rate of 6% - FYC is 35% of GDC Results: - - GDC is 6% of New Deposit - - FYC Rate of GDC is 35% - - FYC on rollover deposit ($100,000 x 6% x 35% x 0% = $0) = $ 0.00 -------- TOTAL FYC = $ 0.00
How did we get there? - - Since the old contract was still in the surrender charges no FYC will be paid. EXAMPLE 10: Same as Example 8, but old contract is still in the surrender charge period. Old Contract New Contact - - $100,000 Old Contract Surrender - $110,000 New Contract Deposit - - Surrender Charges - GDC Rate of 6% - FYC is 35% of GDC Results: - - GDC is 6% of New Deposit - - FYC Rate of GDC is 35% - - Full FYC on "New Money" ($10,000 x 6% x 35% = $210) = $ 210.00 - - FYC on rollover deposit ($100,000 x 6% x 35% x 0% = $0) = $ 0.00 ---------- TOTAL FYC = $ 210.00
How did we get there? - - Since the old contract was still in the surrender charge period, no FYC will be paid on the "Old Money" included in the deposit to the new contract. Full FYC (35% of the GDC) is paid on the "New Money." Enterprise Selling Agreement MetLife Version - September 2003 EXAMPLES OF A MUTUAL FUND/WRAP TO A REWRITTEN MUTUAL FUND/WRAP EXAMPLE 11: Old fund is from ABC Family. New fund is from XYZ Family, and a properly executed "Mutual Fund Switch Letter" signed by the client, the FSR and his/her manager, has been submitted as part of the transaction. Old Fund New Fund - - $3,000 in Old Fund - $3,000 New Fund Deposit - GDC Rate of 6% - FYC is 35% of GDC Results: - - GDC is 6% of New Deposit ($3,000 x 6% = $180) - - FYC Rate of GDC is 35% - - FULL FYC ON FUND FAMILY CHANGE $3,000 X6% X35% = $63.00 How did we get there? - - Since the old and new funds were from different fund families, full FYC is paid. U. IMPORTANT NOTE - - If, in this example, the new fund family was THE SAME AS THE OLD FAMILY, NO FYC would be payable. EXAMPLE 12: Same as Example 11, but additional $1,000 "New Money," where new fund is from the same fund family as old fund. Old Fund New Fund - - $3,000 in Old Fund - $4,000 New Contract Deposit - GDC Rate of 6% - FYC is 35% of GDC Results: - - GDC is 6% of New Deposit - - FYC Rate of GDC is 35% - - No FYC on "Old Money" - - FULL FYC ON "NEW MONEY" ($4,000 - $3,000) X 6% X 35% = $21.00 How did we get there? - - Full FYC is paid on "New Money" only. Enterprise Selling Agreement MetLife Version - September 2003 EXAMPLES OF A LIFE TO ANNUITY, MUTUAL FUND, OR WRAP EXAMPLE 13: Life policy in-force 10 or more years, no New Money. Full FYC is paid on "Old Money." Old Policy New Contract/Fund - - $2,000 cash surrender value in Old - $2,000 New Contract/Fund Deposit Policy - - Policy in-force 12 years - GDC Rate of 6% - FYC is 35% of GDC Results: - - GDC is 6% of New Deposit - - FYC Rate of GDC is 35% - - FULL FYC ON DEPOSIT INTO NEW FUND/CONTRACT ($2,000 X 6% X 35% = $42) EXAMPLE 14: Life policy in-force less than 10 years, no New Money. No FYC is paid on Old Money. Old Policy New Contract/Fund - - $2,000 cash surrender value in Old Policy - $2,000 New Contract Deposit - - Policy In-force 8 years - GDC Rate of 6% - FYC is 35% of GDC Results: - - GDC is 6% of New Deposit - - FYC Rate of GDC is 35% - - NO FYC ON "OLD MONEY" ($2,000 - $2,000) X 6% X 35% X 0% = $0.00 Enterprise Selling Agreement MetLife Version - September 2003 EXAMPLE 15: Life policy in-force less than 10 years, $1,000 New Money deposited into contract/fund. Full FYC is paid on "New Money" only. Old Policy New Contract/Fund - - $2,000 cash surrender value in Old Policy - $3,000 New Contract Deposit - - Policy In-force 8 years - GDC Rate of 6% - FYC is 35% of GDC Results: - - GDC is 6% of New Deposit - - FYC Rate of GDC is 35% - - FULL FYC ON "NEW MONEY" ($3,000 - $2,000) X 6% X 35% = $21.00 - - $0 GDC on old policy cash surrender value. EXAMPLE 16: Life policy in-force 10 or more years, $1,000 of New Money deposited into contract/fund. Full FYC is paid on the "Old Money" AND "New Money." Old Policy New Contract/Fund - - $2,000 cash surrender value in Old Policy - $3,000 New Contract Deposit - - Policy In-force 12 years - GDC Rate of 6% - FYC is 35% of GDC Results: - - GDC is 6% of New Deposit - - FYC Rate of GDC is 35% - - FULL FYC ON DEPOSIT INTO NEW CONTRACT/FUND $3,000 X 6% X 35% = $63.00 Enterprise Selling Agreement MetLife Version - September 2003 EXHIBIT D AFFILIATED INSURANCE AGENCY The Broker/Dealer named below ("Broker"), having executed a Sales Agreement (the "Agreement") by and among Broker and_____________________________ ("MetLife") dated _____________ that, among other things, provides for sales of Variable and Fixed Contracts through a designated affiliated insurance agency or agencies, hereby designates the affiliated insurance agency (the "Affiliated Insurance Agency") named below as its Agency (as that term is defined in the Agreement) pursuant to Section III(B) of the Agreement. By signing this Exhibit D, each of Broker and the Affiliated Insurance Agency hereby represent and warrant that the Affiliated Insurance Agency is and will be remain qualified to serve as an Agency in accordance with the terms of the Agreement, and the Affiliated Insurance Agency hereby agrees to be bound by and subject to the terms of the Agreement. __________________________________ Broker/Dealer By: ______________________________________ ________________________________________ Print Name & Title ________________________________________ (Tax Identification Number) ________________________________________ Affiliated Insurance Agency Name By: ______________________________________ ________________________________________ Print Name & Title ________________________________________ Enterprise Selling Agreement MetLife Version - September 2003 (Tax Identification Number) Enterprise Selling Agreement MetLife Version - September 2003 EX-99.4.C.C 4 y89033exv99w4wcwc.txt FORM OF CERTIFICATE Exhibit 4(c)(c) (METLIFE LOGO) Metropolitan Life Insurance Company A Stock Company One Madison Avenue, New York, NY 10010 - 3690 SINGLE PREMIUM IMMEDIATE VARIABLE INCOME ANNUITY CERTIFICATE This is a legal Certificate that describes Your benefits and rights and the Beneficiary's rights in Question and Answer format. Please read this Certificate carefully. This Certificate is not eligible for dividends. [There is no cash surrender benefit]. In accordance with Section 72(u)(4) of the Internal Revenue Code of 1986, as amended, payments under this Certificate must begin no later than 12-months from the Issue Date noted on the Specifications Page. ANY PAYMENTS PROVIDED BY THIS CERTIFICATE WHICH ARE BASED ON THE INVESTMENT RETURN OF THE SEPARATE ACCOUNT ARE VARIABLE AND ARE NOT GUARANTEED AS TO AMOUNT. THE SEPARATE ACCOUNT CONSISTS OF A NUMBER OF INVESTMENT DIVISIONS, WHICH CAN BE CHOSEN TO SUPPORT ANY VARIABLE INCOME PAYMENTS. THE INVESTMENT DIVISIONS AVAILABLE ARE DESCRIBED IN THE PROSPECTUS. A CHARGE WILL BE ASSESSED AGAINST THE ASSETS IN THE SEPARATE ACCOUNT EQUAL TO THE SEPARATE ACCOUNT CHARGE DEFINED IN QUESTION 1. IF WE ARE MAKING VARIABLE INCOME PAYMENTS, THE AMOUNT PAID AS OF ANY PARTICULAR PAYMENT DATE MAY BE MORE OR LESS THAN THE AMOUNT PAID AS OF THE PRIOR PAYMENT DATE. PAYMENTS WILL GO UP WHEN THE NET INVESTMENT RETURN (I.E., THE RETURN REDUCED BY THE SEPARATE ACCOUNT CHARGE) OF THE SEPARATE ACCOUNT IS GREATER THAN THE CERTIFICATE'S ASSUMED INVESTMENT RETURN AND DOWN WHEN IT IS LESS THAN THE ASSUMED INVESTMENT RETURN. (FOR AN EXPLANATION OF HOW THIS CALCULATION IS DETERMINED SEE QUESTION 7). [ [10]-DAY RIGHT TO EXAMINE You may return Your Certificate to Us at Our designated office or to the person You purchased it from within [10] days of the date You received it. If You return it within the [10] day period, the Certificate will be canceled from the Issue Date. We will refund the Purchase Payment received on Your behalf adjusted to reflect net investment performance and changes in the specified interest rate since the date of purchase, minus any payments made prior to Your cancellation of this Certificate.] /s/ Gwenn L. Carr /s/ Robert H. Benmosche GWENN L. CARR ROBERT H. BENMOSCHE Vice-President and Secretary Chairman of the Board and Chief Executive Officer Cover Page Form G.4333-28 INCOME PAYMENT SPECIFICATIONS PAGE CERTIFICATE OWNER: [Mary Smith] ANNUITANT: [Mary Smith] DATE OF BIRTH [AND SEX] OF ANNUITANT: [January 1, 2003] [Female] [ANNUITANT SOCIAL SECURITY NO.: [XXX-XX-1234]] [JOINT ANNUITANT: John Smith] [DATE OF BIRTH, [AND SEX] OF JOINT ANNUITANT: May 1, 2003 Male] GROUP ANNUITY CONTRACT NO.: [000000] CERTIFICATE NO.: [123456789] ISSUE DATE: [January 1, 2003] INITIAL PAYMENT DATE: [February 1, 2003] BENEFICIARY, DATE OF BIRTH: [Susan Smith January 23, 2001] [MORTALITY TABLE: 1983 U.S. IAM Basic, Male with mortality improvement projected to issue date and thereafter Using U.S. Projection Scale G, Male] ASSUMED INVESTMENT RETURN: [X%] The daily [X%] AIR factor is [X.XXXXX] SEPARATE ACCOUNT: [Metropolitan Life Separate Account E] SEPARATE ACCOUNT FUND: [Metropolitan Series Fund, Inc., MetLife Investors Series Trust, American Funds Insurance Series] PURCHASE PAYMENT: [$100,000.00] SEPARATE ACCOUNT CHARGE: [0.95% annually] PREMIUM TAX: [$000.00] [BROKER COMMISSION: [$000.00] TYPE OF ANNUITY: [Lifetime Income Annuity with a Guarantee Period with Withdrawal Option] PAYMENT FREQUENCY: [monthly] TAX MARKET [Non-qualified] ERISA APPLIES [No] Form G.4333-28-01 INCOME PAYMENT SPECIFICATIONS PAGE INITIAL INCOME PAYMENT * - FIXED INCOME PAYMENT $[000.00] [000%] - VARIABLE INCOME PAYMENT ** -[x Investment Division] $[000.00] [000%] -[y Investment Division] $[000.00] [000%] TOTAL INITIAL INCOME PAYMENT: $[000.00] [000%] ANNUITY DESCRIPTION FOR [Lifetime Income Annuity with a Guarantee Period with Withdrawal Option: 1. If the Annuitant is alive on the Initial Payment Date and except as provided in item 2 below, We will pay the calculated Income Payment amount from that date until the Annuitant dies. We guarantee, however, that once payments start We will make the calculated payment until [month/day/year] (i.e., Guaranteed Income Payments) whether or not the Annuitant is alive. We will make no further payments if the Annuitant dies after [month/day/year]. 2. Withdrawals may be made subject to the following terms: a. During the two-year period beginning with the Initial Payment Date and ending on [month/day/year], You may request a full or partial withdrawal of the Fair Market Value of this annuity. We will make no further payments if a full withdrawal of the Fair Market Value occurs. A partial withdrawal of the Fair Market Value of this annuity will result in a pro-rata reduction of all future calculated Income Payments. The pro-rata reduction will be equal to the ratio of the withdrawal amount to the full Fair Market Value of this Certificate at the time of the withdrawal. b. Withdrawals made after the end of the two-year period will be limited to the Withdrawal Value of The Guaranteed Income Payments that are payable up to and including [month/day/year]. Any such withdrawal will result in a pro-rata reduction of the calculated benefit until [month/day/year]. The pro-rata reduction will be equal to the ratio of the withdrawal amount to the Fair Market Value of the remaining Guaranteed Income Payments payable under this Certificate at the time of the withdrawal. Beginning with the first calculated payment due on [month/day/year], provided the Annuitant is alive on that date, We will make the full-calculated payment determined as if no withdrawal of the Withdrawal Value of The Guaranteed Income Payments had occurred. c. All withdrawals will be subject to an administrative charge, which will be deducted from the withdrawal amount prior to payment, and all withdrawals will be subject to a minimum withdrawal amount (see Specifications Page to determine the administrative charge and the minimum withdrawal amount). If amounts withdrawn during the first two years would result in the calculated payment due immediately following the date of withdrawal to be less than $100.00 per month (or $1,200.00 per year, if paid other than monthly) then the full Fair Market Value must be withdrawn, and We will make no further payments under this Certificate. If any withdrawal made after [month/day/year] but before [MONTH/DAY/YEAR] would cause subsequent Income Payments to be reduced to less than 25% of the amount that would have been paid had no Withdrawal of the Guaranteed Income Payment occurred then no withdrawal will be permitted. d. Both the Fixed and Variable Income Payment amounts will be aggregated for purposes of determining the Fair Market Value of the annuity and the withdrawal values of the guaranteed amounts. Subject to the above restrictions, a request to withdraw a specific dollar amount will be treated as a withdrawal from both the Variable and Fixed Income Payments. Reductions in any remaining Income Payments after a withdrawal will be made proportionately to both the variable and fixed income annuity options under this Certificate. e. Notwithstanding anything in this Certificate to the contrary, solely for purposes of this withdrawal feature, neither the Fair Market Value nor the Withdrawal Value of the Guaranteed Income Payments may exceed the total future expected payments as determined under the applicable income tax regulations of section 401(a)(9) Form G.4333-28-01 of the Code. INCOME PAYMENT SPECIFICATIONS PAGE 3. We will pay the payee(s) named by the Owner. If no payee is designated, or no designated payee is alive when a payment is due, We will make payment to whomever of the following are alive in the following order: if the Annuitant and Owner are the same person, the Annuitant, if living, otherwise the Beneficiary, if living. If the Owner and Annuitant are the same person and said person and the beneficiary are both dead, any guaranteed payments due will be made to the estate of the last to die of the Annuitant or the Beneficiary. In cases where the Owner is not a living person and no payee or beneficiary was designated by the Owner to receive payments, We will pay the Owner any payments due. 4. We may withhold amounts from Income Payments and withdrawals, or reduce future payments, as required under applicable federal, state, or local tax law to satisfy any tax liability with respect to such payments and withdrawals (including without limitation, income, estate and gift, generation skipping transfer tax, other excise taxes [and premium taxes]). MINIMUM WITHDRAWAL AMOUNT: [$1000.00] ADMINISTRATIVE WITHDRAWAL CHARGE: [$95.00] [We reserve the right to require receipt of a properly executed spousal consent to the extent applicable and required under the Internal Revenue Code, the Employee Retirement Income Security Act of 1974, or the Retirement Equity Act of 1984 prior to the issuance of this Certificate[ or the payment of any requested withdrawal under this Certificate].] INTEREST RATE APPLICABLE TO UNDER PAYMENTS OR OVER PAYMENTS DUE TO MISSTATEMENT OF AGE [AND/OR SEX]: [3%] THE DESIGNATED OFFICE RESPONSIBLE FOR SERVICING YOUR CERTIFICATE IS: [MetLife Retirement Group Metropolitan Life Insurance Company 2300 Lakeview Parkway - Suite 600, Alpharetta, GA 30004. Telephone No. 1-866-438-6477]. *THIS AMOUNT ASSUMES THAT YOU HAVE ELECTED NOT TO HAVE ANY FEDERAL TAXES WITHHELD. **THIS AMOUNT ASSUMES THE INITIAL INCOME PAYMENT IS AS OF THE ISSUE DATE. IF THE INITIAL INCOME PAYMENT IS NOT MADE WITHIN 10 DAYS OF THE ISSUE DATE THEN THE ACTUAL INITIAL INCOME PAYMENT WILL BE THE PAYMENT AMOUNT CALCULATED AS OF THE DATE TEN DAYS PRIOR TO THE ACTUAL PAYMENT DATE. ALL FUTURE PAYMENTS WILL BE DETERMINED AS DESCRIBED IN QUESTIONS 6 AND 7. Form G.4333-28-01
QUESTION KEY PAGE 1. What do the basic terms used in this Certificate mean?......................................................... 2 2. How do Your income choices affect the allocation of the Net Purchase Payment under this Certificate?........... [5] 3. Can the Initial Income Payment shown on the Specifications Page change?........................................ [5] 4. How was the Initial Income Payment determined?................................................................. [5] 5. How does the Separate Account operate?......................................................................... [6] 6. When are the Variable Income Payments determined?.............................................................. [7] 7. How does MetLife calculate the Variable Income Payment?........................................................ [8] 8. How can You change Your Income Payment?........................................................................ [8] 9. What happens to Your Income Payment when You elect to make a reallocation between the fixed and variable income options? [10] 10. What is the death benefit if the Annuitant dies?............................................................... [10] 11. What if an Annuitant's age [or sex] as of the Certificate's Issue Date is not correct?................................................................................................ [11] 12. What are the Owner's rights under this Certificate?............................................................ [11] 13. What information can We ask for after the issue date of this Certificate?...................................... [11] 14. Can this Certificate and the payments provided under it be assigned, transferred or used as collateral for a loan?.................................................................. [11] 15. How does MetLife receive notice regarding any changes to be made to this Certificate?.......................... [11] 16. How do Federal income tax rules affect this Certificate?....................................................... [12] 17. Are there any other tax rules affecting this Certificate?...................................................... [12] 18. Does this Certificate contain all the provisions affecting it?................................................. [12]
Form G.4333-28 1 1. WHAT DO THE BASIC TERMS USED IN THIS CERTIFICATE MEAN? ANNUITANT is the person or persons on whose lifetime an income will be based. If more than one Annuitant is named and an Annuitant dies, We will continue to make payments during the life of the surviving Annuitant, but possibly in a reduced amount (see Specifications Page). As used in this Certificate the word Annuitant will refer to the named Annuitant on the Specifications Page unless he/she is no longer living, in which case the word Annuitant will refer to the Joint Annuitant, if any. ANNUITY PURCHASE RATE means the dollar amount required by Us to provide a fixed or variable income of $1.00 as of each future Payment Date. This rate, which is specific to the type of annuity selected, is primarily based on [two assumptions; namely, a mortality basis and] an interest rate. [Mortality basis is a measurement scale used to determine the Annuitant's life expectancy. We guarantee that the mortality basis, which will be that stated on the Specifications Page, will not change.] If the Annuitant dies, then the Annuity Purchase Rate will be the rate specific to the type of annuity that reflects the remaining payment(s), if any. For the fixed income portion of this annuity, the Annuity Purchase Rate will be the best available rates MetLife is currently offering for this class of business[, taking into account any adjustment required to reflect the mortality basis]. In no event, however, will the Annuity Purchase Rate be less favorable than that specified in the group annuity contract on the Issue Date of this Certificate. For the variable income portion of this annuity, the Annuity Purchase Rate will be determined using the AIR [and the mortality basis] stated on the Specifications Page. Neither expenses actually incurred nor mortality actually experienced shall adversely affect the dollar amount of variable annuity payments to any Annuitant for whom variable annuity payments have commenced. ANNUITY UNIT is a unit of measurement used to determine the amount of each Variable Income Payment. The value of an Annuity Unit will vary in relation to the investment experience of the Separate Account investment division(s) You elected. ASSUMED INVESTMENT RETURN (AIR) is the interest rate used to determine the first Variable Income Payment per $1,000 of Net Purchase Payment amount applied to the Separate Account investment divisions. It is also the benchmark rate of return against which all future payments will be compared. [You elected the AIR applicable to this Certificate at the time You purchased this annuity.] The AIR is stated on the Specifications Page of this Certificate. Form G.4333-28 2 [BENEFICIARY is the person or persons named to receive any death benefit payable after an Annuitant dies. A contingent Beneficiary may be named to become the Beneficiary if all the Beneficiaries die while an Annuitant is alive. If no Beneficiary or contingent Beneficiary is named, or if none is alive when an Annuitant dies, We will pay the Annuitant's estate. If more than one Beneficiary is alive when an Annuitant dies, We will pay them in equal shares unless directed otherwise.] 1 [BENEFICIARY is the person or persons named by the Owner to receive any death benefit payable after an Annuitant dies. A contingent Beneficiary may be named by the Owner to become the Beneficiary if all the Beneficiaries die while an Annuitant is alive. If more than one Beneficiary is alive when an Annuitant dies, We will pay them in equal shares unless directed otherwise. If no Beneficiary or contingent Beneficiary is named, or if none is alive when an Annuitant dies, We will pay the Owner.] 2 BUSINESS DAY means a day on which the New York Stock Exchange is open for Business. A Business Day ends as of the close of regular trading on the New York Stock Exchange. CODE refers to the Internal Revenue Code of 1986, as amended. FAIR MARKET VALUE as determined on any Valuation Date, is the amount equal to the Income Payment as of that date multiplied by the corresponding Annuity Purchase Rate determined on that same date. FIXED INCOME PAYMENT means payments under this Certificate that are guaranteed not to change due to any investment gains or losses, or due to changing economic conditions. FUND refers to the various Series Funds offered under the Separate Account. Each Fund is divided into portfolios, each of which has its own investment objectives, investment management fees and other charges. We will periodically provide You with this information. The investment divisions of the Separate Account invest in these portfolios. The applicable Series Funds are shown on the Specifications Page. INCOME DETERMINATION DATE for Variable Income Payments made under this Certificate means the 10th day prior to a Payment Date. The issue date will also be considered an Income Determination Date if it falls within 10 days of the Initial Payment Date. INCOME PAYMENT as of any Valuation Date means the total annuity amount payable as of that date under the fixed and variable options. (For an explanation of how the initial Income Payment is determined, see question 4.) Form G.4333-28 3 NET PURCHASE PAYMENT means the Purchase Payment, less any applicable taxes and any administrative fees[, and, if applicable, any brokerage costs] associated with establishing this Certificate. NET INVESTMENT RETURN OR NIR is the percentage change in the value of an investment division since the last Valuation Date, which already reflects any expenses and charges associated with the underlying Fund portfolio, as well as the daily equivalent of the Separate Account Charge for every day since the last Valuation Date. PAYMENT DATE is each [monthly] [quarterly] [semi-annual] [annual] anniversary of the Initial Payment Date. Your payment frequency cannot be changed. PURCHASE PAYMENT means the total amount of money We received to purchase this annuity. The amount is shown on the Specifications Page. SEPARATE ACCOUNT is the account under this Certificate to which We allocate the portion of the Net Purchase Payment to provide the Variable Income Payments. It is an investment account We maintain separate from Our other assets. The Separate Account consists of a number of investment divisions. The Separate Account is valued each Business Day. A detailed description of each investment division currently available under this Certificate is contained in the prospectus. You will be notified if the Funds that are available change in the future. The applicable Separate Account is shown on the Specifications Page. SEPARATE ACCOUNT CHARGE is a fee which covers costs associated with the administration of this annuity, the mortality and expense risk, and distribution costs and other costs necessary to maintain this annuity; e.g., financial, accounting, actuarial and legal expenses. This fee will be no more than 0.95%, annually, of the average value of amounts in the Separate Account. MetLife reserves the right to increase or decrease the fee, but in no event will the fee be greater than 0.95%, annually. The fee may be less than the maximum charge depending on the level of distribution assistance provided by your employer, association or group. VALUATION DATE refers to each Business Day the Variable Income Payment is calculated. A Valuation Date will also occur on any Business Day that We determine the Fair Market Value [or, if applicable, the Withdrawal Value of Guaranteed Income Payments under this Certificate]. VARIABLE INCOME PAYMENTS are those payments under this Certificate the amount of which is not guaranteed. The payment amount will increase or decrease based on the investment results of the Separate Account investment divisions providing the Variable Income Payment as compared to the benchmark AIR. Form G.4333-28 4 [WITHDRAWAL VALUE OF GUARANTEED INCOME PAYMENTS are those payment attributable to Your annuity, as determined on the date MetLife receives the request for a withdrawal, that are equal to the amount that would be needed to purchase only those payments that are guaranteed to be paid without regard to the death of the Annuitant(s), whose benefit form, Income Payment amounts and Annuitant(s) are identical to this annuity as it exists on that date.] The terms WE, US, OUR and METLIFE refer to Metropolitan Life Insurance Company. [The terms YOU and YOUR will refer to the Annuitant (as defined in this question 1). The Annuitant may exercise all rights under this Certificate (For an explanation of all rights under this Certificate see question 12).] [The terms YOU and YOUR will refer to the Owner named on the Specifications Page. The named Owner (or a person designated by the Owner) may exercise all rights under this Certificate (For an explanation of all rights under this Certificate see question 12)]. 2. HOW DO YOUR INCOME CHOICES AFFECT THE ALLOCATION OF THE NET PURCHASE PAYMENT UNDER THIS CERTIFICATE? Except as noted in question 3, the Specifications Page shows the initial Income Payment amount payable. It also indicates what percentage(s) You selected to be paid as a Fixed and/or Variable Income Payment. Based on this selection, MetLife has allocated a portion of the Net Purchase Payment to its general account to provide for any fixed payment and a portion to the applicable investment divisions in the Separate Account to provide for any Variable Income Payment. 3. CAN THE INITIAL INCOME PAYMENT SHOWN ON THE SPECIFICATIONS PAGE CHANGE? Once this Certificate is issued, You will be unable to change the type of annuity, the Annuitant or the date payments commence. If the Initial Payment Date is more than 10 days after the Issue Date then the initial Variable Income Payment may be different from that shown on the Specifications Page (see question 6). If You change the allocation between Fixed and Variable Income Payments before the Initial Payment Date, the Initial Income Payment will also change (see questions 8 and 9). 4. HOW WAS THE INITIAL INCOME PAYMENT DETERMINED? The Initial Income Payment was determined by dividing the Net Purchase Payment amount allocated to each Income Payment option (i.e., fixed and variable) by the Annuity Purchase Rate in effect for each option as of the issue date. Form G.4333-28 5 For example: assume the Net Purchase Payment received to purchase Your annuity was $100,000, and You allocated $50,000 to Your Fixed Income Payment option and $50,000 to Your Variable Income Payment option. If the then current Annuity Purchase Rate for the fixed income option was $100, the $50,000 You allocated toward the purchase of Your Fixed Income Payment would be divided by the $100, and You would receive an initial Fixed Income Payment equal to $500. The same calculation would be applied to the $50,000 You allocated toward the purchase of Your Variable Income Payment, except the Annuity Purchase Rate for the variable income option would be determined using the AIR shown on the Specifications Page. For this example let's say the Annuity Purchase Rate for the variable income option was $125. Dividing the $50,000 by the $125 purchase rate would give You an initial Variable Income Payment of $400. This would give You a Total Initial Income Payment of $900. 5. HOW DOES THE SEPARATE ACCOUNT OPERATE? The Separate Account is divided into investment divisions, each of which buys shares in a corresponding portfolio of the Fund. Therefore, the Separate Account does not invest directly in stocks, bonds, etc., but leaves such investments to the Fund portfolios to make. The shares for each Fund portfolio may also be bought by other Separate Accounts of Ours or Our affiliates. Thus, the rate of return for each investment division will generally be the same as that of the corresponding Fund portfolio, reduced by the annual Separate Account Charge. We own the assets in the Separate Account. The Separate Account will not be charged with liabilities that arise from any other Business that We conduct. We will add amounts to the Separate Account from other contracts issued by Us. MetLife guarantees that We will maintain assets in the Separate Account with a value at least equal to the reserves for the Variable Income Payment payable in accordance with the terms of this Certificate. We keep track of each investment division of the Separate Account using Annuity Units. The number of Annuity Units is determined by dividing the Variable Income Payment amount determined as of the issue date by the corresponding Annuity Unit value for each applicable division on that date. The current value of an Annuity Unit of an investment division is equal to the value of an Annuity Unit for the immediately preceding Valuation Date times the product of: (a) the daily AIR factor for each day in the current valuation period and (b) the investment experience factor (i.e., 1 + NIR) for the current valuation period for the applicable investment division. A valuation period is the period between one calculation of an Annuity Unit value and the next calculation. Normally, We calculate Annuity Units once each Business Day. Form G.4333-28 6 Amounts allocated to an investment division of the Separate Account will be credited as of the end of the Valuation Date during which they are reallocated. Additions to or withdrawals from an investment division may only be made as of the end of a Valuation Date. When You make a reallocation into an investment division, We credit You Annuity Units in that division. When You make a reallocation out of an investment division, We reduce the number of Your Annuity Units in that division. In either case, the number of Annuity Units that are added or subtracted is determined by the value of the Annuity Unit at the time of the transaction. For example: if You reallocate 10 Annuity Units from one investment division with an Annuity Unit value of $10 to another investment division with an Annuity Unit value of $20, the number of Annuity Units in the first investment division would be reduced by 10 and the number of Annuity Units in the second investment division would increase by 5 i.e., (10 x $10) divided by $20. We may make changes to the Separate Account if We think they would best serve the interests of participants or Owners of Certificates that participate in the Separate Account or would be appropriate in carrying out the purposes of such Certificates. Any changes will be made only to the extent and in the manner permitted by applicable laws. Also, when required by law, We will obtain Your approval of the changes and approval from any appropriate regulatory authority. Examples of the changes to the Separate Account that We may make include: - To reallocate any assets in an investment division to another investment division, or to one or more other Separate Accounts, or to Our general account, or to add, combine, or remove investment divisions in the Separate Account. - To substitute, for the shares of the Fund portfolio held by any investment division, the shares of another class of the Fund or the shares of any other investment permitted by law. If any modifications result in a material change in the underlying investments of an investment division to which an amount is allocated under this Certificate, We will notify You of the change. You may then choose to have the Variable Income Payments supported by other investment divisions available under this Certificate. 6. WHEN ARE THE VARIABLE INCOME PAYMENTS DETERMINED? The Variable Income Payments are determined as of each Valuation Date. A Valuation Date will occur on the "Income Determination Date", which is the day We calculate the Variable Income Payment payable on the next Payment Date. In addition, a Valuation Date will occur as of the effective date of an election to (i) change the allocation between Fixed and Variable Income Payments, or (ii) Form G.4333-28 7 change the investment division or investment divisions providing the Variable Income Payments. A Valuation Date will also occur on the date that any withdrawal amount or death benefit, if any, is paid out under this annuity. While the Variable Income Payment will be calculated as of each Valuation Date, only the amount calculated as of the Income Determination Date will be reflected in the payment. To the extent permitted by law, We may also change the Income Determination Date by giving You 30 days notice. We reserve the right to delay the Valuation Date (i.e., delay payment) if the rules of the Securities and Exchange Commission (SEC) so permit and the SEC has determined that an emergency exists making the calculation of the investment divisions' NIR not reasonably practicable (see the prospectus for a further discussion of events that may be deemed an emergency by the SEC). 7. HOW DOES METLIFE CALCULATE THE VARIABLE INCOME PAYMENT? If You chose to have a portion payable as a Variable Income Payment, the name of the investment divisions, and the allocation You initially selected are shown on the Specifications Page. Under the Variable Income Payment option, the Income Payment amount changes based on both the NIR of the investment division(s) supporting the payment and the AIR. How much the Variable Income Payment will change and whether the change will be positive or negative will depend on the NIR determined for each investment division since the last Income Determination Date. On an annualized basis, for example, if the AIR is 5% and an investment division has a cumulative NIR of 6% over a one-year period, the first Variable Income Payment of the next year will be approximately 1% greater than the payment on the same date in the preceding year. If the NIR is 4% over a one-year period, the first Variable Income Payment of the next year will be approximately 1% less than the payment on the same date in the preceding year. A Variable Income Payment on any Valuation Date is calculated for each investment division selected. On a Valuation Date We determine the new Variable Income Payment by multiplying the number of Annuity Units for each of the investment divisions You selected by the value of the units attributable to Your elected investment divisions. If more than one investment division is chosen, the new Variable Income Payment is the sum of the amounts determined for each investment division. 8. HOW CAN YOU CHANGE YOUR INCOME PAYMENT? There are several ways that You can change the Income Payment. You can reallocate all or a portion of the Income Payment between Fixed and Variable Income Payments, as well as reallocate between or change the investment Form G.4333-28 8 divisions supporting Your Variable Income Payments. For an explanation of how this reallocation can affect the Income Payment see question 9. [Your Income Payments can also change if You make a withdrawal.] For reallocations or changes made under this question 8, one transaction may be made per Business Day. However, for administrative reasons, We reserve the right to limit the number of changes in any one-month period to one. If We do so, We will give You 30 days advance written notice. Reallocations or changes will be made as of the end of a Business Day if received before 4:00 PM Eastern Standard Time on that Business Day. Otherwise the change will be made as of the end of the next Business Day. We will not be liable for any reallocations made in accordance with Your instructions (or instructions from Your designee if We agree to accept instructions from such designee). All reallocations made on the same Business Day will be treated as one reallocation. A reallocation will be made as of the end of a Business Day when We receive all the required information necessary to process the request in good order at Our designated office. All transfers will be subject to the following: 1. We reserve the right to limit the maximum number of reallocations in any twelve month period; 2. We reserve the right to charge a fee for reallocations; 3. We reserve the right to limit the amounts available for reallocations; 4. Your right to reallocate payments 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 Owners with interests in the investment division is, or would be, to the disadvantage of other Owners. Restrictions may be applied in any manner reasonably designed to prevent any Use of the transfer right that is considered by Us to be to the disadvantage of other Owners. A limitation or modification could be applied to reallocations to, or from, one or more of the investment divisions and could include, but is not limited to: a. the requirement of a minimum time period between each reallocation; b. not accepting a reallocation request from a third party acting under authorization on behalf of more than one Owner; c. limiting the dollar amount that may be reallocated between the investment divisions by an Owner at any one time; Form G.4333-28 9 d. requiring that a written reallocation request be provided to Us signed by the Owner; 5. To the extent permitted by applicable law, We reserve the right to defer the reallocation privilege at any time that We are unable to purchase or redeem shares of any of the portfolios under the Separate Account. In addition, in accordance with applicable law and subject to MetLife securing the appropriate state insurance department approvals, We reserve the right to modify or terminate the reallocation or change privilege at any time. 9. WHAT HAPPENS TO YOUR INCOME PAYMENT WHEN YOU ELECT TO MAKE A REALLOCATION BETWEEN THE FIXED AND VARIABLE INCOME OPTIONS? We will adjust Your payment amounts when You elect to reallocate between Your Fixed and Variable Income Payment options. For example: a. If You reallocate 100% of Your Fixed Income Payment option (i.e., $500) to Your Variable Income Payment option, We would adjust this Income Payment amount by applying a factor. This factor would be determined on the reallocation date by dividing the Annuity Purchase Rate for the fixed income option by the Annuity Purchase Rate for the variable income option. For example, if on the reallocation date the current fixed Annuity Purchase Rate was $100 and the Annuity Purchase Rate for the variable income option was $125, then the resulting adjustment factor would be 0.8. To convert the fixed annuity amount to a variable annuity amount, We would multiply the $500 by the 0.8 factor. As a result of the reallocation, Your fixed income amount would decrease by $500 and Your variable income amount would increase by $400. b. If You reallocate 100% of Your Variable Income Payment option to Your Fixed Income Payment option, Your Variable Income Payment would be determined on the date of reallocation (see question 7 for explanation as to how the Variable Income Payment is calculated). Let's assume on the reallocation date that Your variable annuity income amount was calculated to be $500. To convert this amount to the corresponding fixed income annuity amount, We would apply a factor. This factor would be determined on the reallocation date by dividing the Annuity Purchase Rate for the variable income option by the current Annuity Purchase Rate for the fixed income option. Using the example in (a) above, let's again assume that the Annuity Purchase Rate for the variable income option is the same $125 and the Annuity Purchase Rate for the fixed income option is $100. This would result in a factor of 1.25, which when multiplied by the variable income amount of $500 would result in a fixed income amount of $625. As a result of the reallocation, Your variable income amount would decrease by $500 and Your fixed income amount would be increased by $625. Form G.4333-28 10 10. WHAT IS THE DEATH BENEFIT IF THE ANNUITANT DIES? If the Annuitant dies before the Initial Payment Date, but after the free-look period defined on the cover page of this Certificate, We will refund the Purchase Payment [less any prior withdrawals] received for this Certificate as a death benefit in a lump sum. To determine if there is any death benefit payable after the Initial Payment Date, see the annuity description on the Specifications Page. 11. WHAT IF AN ANNUITANT'S AGE [OR SEX] AS OF THE CERTIFICATE'S ISSUE DATE IS NOT CORRECT? If the date of birth [or sex] as shown on the Specifications Page is not correct, We will adjust the payments to reflect the correct age [or sex]. If We have already made an incorrect payment, then any overpayment will be deducted from future payments. Any adjustment due to an underpayment will be paid with interest within 30 days of Our receiving the corrected information (see Specifications Page for applicable interest rate). 12. WHAT ARE THE OWNER'S RIGHTS UNDER THIS CERTIFICATE? [You have all the rights under this Certificate, including the right at any time to change the Beneficiary, if applicable. No change will be effective until written notice of the change is received by Us.] [As Owner You have all the rights under this Certificate including the right to name or change the person, including a Beneficiary, to whom benefits are payable under the annuity. No change in the person(s) to whom benefits are payable will be effective until written notice of the change is received by Us.] Any change in a Beneficiary designation will take effect as of the date the request was signed but without prejudice to Us on account of any payment made by Us before receipt of the request or so soon thereafter that payment could not reasonably be stopped. When contacting Us, You should specify the Certificate number and Your name. 13. WHAT INFORMATION CAN WE ASK FOR AFTER THE ISSUE DATE OF THIS CERTIFICATE? We can request proof that You are alive as of any Payment Date. If We have made a request, We may make no further payments until proof is received. If the Annuitant is not then living, We will require proof of the authority of any person who makes a claim to receive any amount payable upon the Annuitant's death. Form G.4333-28 11 14. CAN THIS CERTIFICATE AND THE PAYMENTS PROVIDED UNDER IT BE ASSIGNED, REALLOCATED OR USED AS COLLATERAL FOR A LOAN? No. This Certificate and the payments provided under it are not assignable and will be exempt from the claims of creditors to the maximum extent permitted by law. 15. HOW DOES METLIFE RECEIVE NOTICE REGARDING ANY CHANGES TO BE MADE TO THIS CERTIFICATE? All requests and questions You may have concerning this Certificate, like a change of payments or a change of Beneficiary should be sent to Our "designated office". We will notify You If We change the location, (see the Specifications Page for the address and telephone number of the designated office). 16. HOW DO FEDERAL INCOME TAX RULES AFFECT THIS CERTIFICATE? See the tax endorsement attached to this Certificate. 17. ARE THERE ANY OTHER TAX RULES THAT AFFECT THIS CERTIFICATE? We reserve the right to deduct from the Purchase Payment received or payments made under this Certificate any taxes paid by Us to any governmental entity relating to this Certificate (including without limitation: premium taxes, federal, state and local withholding of income, estate, inheritance and other taxes required by law, and any new or increased state income taxes that may be enacted into law). We will, at Our sole discretion, determine when taxes relate to the Certificate, including for example when they have resulted from: the investment experience of the Separate Account; Our receipt of the Purchase Payment; commencement of payments, payments of death benefits; partial or full withdrawals; and any new or increased taxes which may become effective that are imposed on Us and which relate to the Purchase Payment, earnings, gains and losses, fees and charges under this Certificate. 18. DOES THIS CERTIFICATE CONTAIN ALL THE PROVISIONS AFFECTING IT? Yes. This Certificate, the application and any other riders and endorsements included in it make up Your entire Certificate with Us. We will never contest the validity of this Certificate. Changes in its provisions may only be made in writing by Our President, Secretary or a Vice-President. No provision may be waived or changed by any of Our other employees, representatives or agents. Form G.4333-28 12 EX-99.4.C.C.I 5 y89033exv99w4wcwcwi.txt NON-QUALIFIED TAX ENDORSEMENT EXHIBIT 4(c)(c)(i) (METLIFE LOGO) Metropolitan Life Insurance Company A Stock Company One Madison Avenue, New York, NY 10010 - 3690 NON-QUALIFIED ANNUITY TAX ENDORSEMENT This Endorsement forms a part of the contract to which it is attached and is effective as of the issue date, or a date that a provision is required under the Code, if later. In the case of a conflict with any provision in the Contract, the provisions of this Endorsement will control. This contract is intended to comply with section 72(s) of the Code and is intended to constitute a Variable Contract within the meaning of section 817(d) of the Code. We reserve the right to limit the frequency, number and types of transfers permitted; as well as the number or types of funding options permitted to maintain the above tax treatment. Payments of any remaining interest after the death of the owner (or after the death of any annuitant, where the owner is not an individual) must continue to be made at least as rapidly as under the method being used at the time of the death. Notwithstanding anything in the contract to the contrary, however, if the death referred to above occurs prior to the annuity starting date, (as defined under paragraph (b) of section 1.72-4 of the Income Tax Regulations), any remaining interest in the contract or any death benefit (after we are furnished with satisfactory proof of death) must be paid (a) in a lump sum within five years after the date of the death, or (b) over the lifetime of the payee or over a period no longer than the payee's life expectancy with payments beginning within a year after the date of death. If the payee to whom the death benefit is payable is the owner's spouse (or the annuitant's spouse, where the owner is not an individual), such spouse may instead continue the contract as owner. We may amend this contract to comply with the federal tax law. We will notify you of such amendments and, where required by law, will obtain the approval of the appropriate regulatory authority. /s/ Gwenn L. Carr ----------------------------------------- Gwenn L. Carr Vice-President & Secretary /s/ Robert H. Benmosche ----------------------------------------- Robert H. Benmosche Chairman of the Board, President and Chief Executive Officer Form RSTXEN-NQ EX-99.4.C.C.II 6 y89033exv99w4wcwcwii.txt SIMPLE/IRA TAX ENDORSEMENT EXHIBIT 4(c)(c)(ii) (METLIFE LOGO) Metropolitan Life Insurance Company A Stock Company One Madison Avenue, New York, NY 10010 - 3690 SIMPLE IRA TAX ENDORSEMENT This Endorsement forms a part of the contract to which it is attached and is effective as of the issue date, or a date that a provision is required under the Code, if later. In the case of a conflict with any provision in the Contract, the provisions of this Endorsement will control. 1. This contract is not transferable. 2. This contract, and the benefits under it, cannot be sold, assigned or pledged as collateral for a loan or as security for the performance of an obligation or for any other purpose. 3. The owner is the annuitant. 4. The annuitant's entire interest in this contract is nonforfeitable. 5. This contract is established for the exclusive benefit of the annuitant and the annuitant's beneficiary(ies). 6. This contract will only accept a single contribution which is a direct transfer or rollover contribution from another SIMPLE IRA, or a contribution otherwise permitted under section 408(p) of the Code. 7. Income Payments and Required Distributions (a) The distribution of the annuitant's interest in the contract shall be made in accordance with the requirements of Code section 408(b)(3) and the regulations thereunder, the provisions of which are herein incorporated by reference. (b) Income payments and distributions under the contract must commence to be distributed, no later than the first day of April following the calendar year in which the annuitant attains age 70-1/2, (the "required beginning date"), over (i) the life of the annuitant, or the lives of the annuitant and his or her designated beneficiary within the meaning of section 401(a)(9) ("designated beneficiary"), or (ii) a period certain not extending beyond the life expectancy of the annuitant, or the joint and last survivor expectancy of the annuitant and his or her designated beneficiary. Payments must be made in periodic payments at intervals of no longer than one year. In addition, payments must be either non-increasing or they may increase only as provided in the Q&As 1 and 4 of section 1.401(a)(9)-6T of the Temporary Income Tax Regulations. In addition, any distribution must satisfy the incidental benefit requirements specified in Q&A 2 of section 1.401(a)(9)-6T. (c) The distribution periods described in paragraph (b) above cannot exceed the periods specified in section 1.401(a)(9)-6T of the Temporary Income Tax Regulations. (d) The first required payment can be made as late as April 1 of the year following the year the individual attains 70-1/2 and must be the payment that is required for one payment interval. The second payment need not be made until the end of the next payment interval. Form RSTXEN-SIRA (e) To the extent permitted in the Income Tax Regulations (including A-1 (e) of Reg. Section 1.401(a)(9)-5) this contract may also be purchased after the required beginning date to satisfy minimum distribution requirements. (f) The interest in the contract includes the amount of any outstanding rollover, transfer and recharacterization under Q&As 7 and 8 of section 1.408-8 of the Income Tax Regulations and the actuarial value of any other benefits provided under the contract, such as guaranteed death benefits. (g) The required minimum distribution for the year the annuitant attains age 70-1/2 can be made as late as April 1 of the following year. The required minimum distribution for any other year must be made by the end of such year. (h) The account value prior to the time that income payments irrevocably commence (except for acceleration) includes the amount of any outstanding rollover, transfer and recharacterization under Q&As 7 and 8 of section 1.408-8 of the Income Tax Regulations. (i) An annuitant shall be permitted to withdraw the required distribution in any year from another SIMPLE individual retirement account or annuity maintained for the benefit of the annuitant in accordance with Q&A 9 of section 1.408-8 of the Income Tax Regulations. The annuitant shall be responsible for determining whether the minimum distribution requirements are met. 8. If the annuitant dies after income payments have begun, the following rules apply (a) where distributions have begun under a permissible income annuity option, the remaining portion of such interest will continue to be distributed under the annuity option chosen. (b) if distributions have begun in a form other than a permissible annuity payment option (i) The Federal income tax law requires payments to be made over a period not extending beyond the remaining life expectancy of the designated beneficiary as provided in the Single Life Table in Q&A1 of section 1.401(a)(9)-9 of the Income Tax Regulations (or over a period no longer than the remaining life expectancy of the Annuitant in the year of death, if longer, or where there is no designated beneficiary). Payments must commence no later than December 31st of the calendar year following the calendar year of the annuitant's death. (ii) If distributions are being made to a surviving spouse as the sole designated beneficiary, such spouse's remaining life expectancy for a year is the number in the Single Life Table corresponding to such spouse's age in the year. In all other cases, remaining life expectancy for a year is the number in the Single Life Table corresponding to the beneficiary's (or annuitant's) age in the year of the annuitant's death, reduced by one (1) for each subsequent year. (iii) For any other designated beneficiary, life expectancies shall be calculated using the attained age of such beneficiary during the calendar year in which distributions are required to begin pursuant to this section, and payments for any subsequent calendar year shall be calculated based on such life expectancy reduced by one for each calendar year which has elapsed since the calendar year life expectancy was first calculated. Life expectancy for distributions under a term certain or guaranteed annuity payment option available under the contract may not be recalculated. (iv) Income payments and other distributions under this contract paid to a beneficiary of a SIMPLE IRA may satisfy these rules to the extent the contract satisfies the requirements of the income tax regulations as a permissible annuity. Form RSTXEN-SIRA (c) Distributions are considered to have begun if distributions are made on account of the individual reaching his or her required beginning date or if prior to the required beginning date distributions irrevocably commence to an individual over a period permitted and in an annuity form acceptable under the Code or Income Tax Regulations. 9. If the annuitant dies prior to the date that income payments irrevocably commence (except for acceleration) under this contract, the entire interest (contribution) paid less any previous income payments and distributions under the contract will be paid in a lump sum as a death benefit to the designated beneficiary upon proof of the owner's death. In all cases payment must be made by the end of the fifth year following the year of death. If the payee of the death benefit is the annuitant's surviving spouse, the surviving spouse may instead elect to continue the contract as his or her own SIMPLE IRA. 10. The company shall furnish annual calendar year reports concerning the status of the annuity contract and such information concerning required minimum distributions as is prescribed by the Commissioner of Internal Revenue. 11. In order to continue to qualify this annuity contract as a SIMPLE IRA under section 408(p) and to comply with Federal income tax rules, we have the right to interpret its provisions in accordance with the Code, including without limitation section 408(p), section 401(a)(9) and the regulations there under. We may amend this contract to reflect changes in the tax law. We will notify you of any such amendments and, when required by law, we will obtain the approval of the appropriate regulatory authority. If the Plan under which this contract is issued fails to meet the requirements of section 408(p) at any time, then upon such notice to us notwithstanding anything in the contract to the contrary, the following rules shall apply: In order to comply with section 72(s) of the Code and to constitute a variable contract within the meaning of section 817(d) of the Code, we reserve the right to limit the frequency, number and types of transfers permitted; as well as the number or types of funding options permitted to maintain the above tax treatment. Payments of any remaining interest after the death of the owner (or after the death of any annuitant, where the owner is not an individual) must continue to be made at least as rapidly as under the method being used at the time of the death. Notwithstanding anything in the contract to the contrary, however, if the death referred to above occurs prior to the annuity starting date, (as defined under paragraph (b) of section 1.72-4 of the Income Tax Regulations), any remaining interest in the contract or any death benefit (after we are furnished with satisfactory proof of death) must be paid (a) in a lump sum within five years after the date of the death, or (b) over the lifetime of the payee or over a period no longer than the payee's life with payments beginning within a year after the date of death. If the payee to whom the death benefit is payable is the owner's spouse (or the annuitant's spouse, where the owner is not an individual), such spouse may instead continue the contract as owner. /s/ Gwenn L. Carr ----------------------------------------- Gwenn L. Carr Vice-President & Secretary /s/ Robert H. Benmosche ----------------------------------------- Robert H. Benmosche Chairman of the Board, President and Chief Executive Officer Form RSTXEN-SIRA EX-99.4.C.C.III 7 y89033exv99w4wcwcwiii.txt IRA/SEP TAX ENDORSEMENT EXHIBIT 4(c)(c)(iii) (METLIFE LOGO) Metropolitan Life Insurance Company A Stock Company One Madison Avenue, New York, NY 10010 - 3690 TRADITIONAL IRA/SEP TAX ENDORSEMENT This Endorsement forms a part of the contract to which it is attached and is effective as of the issue date, or a date that a provision is required under the Code, if later. In the case of a conflict with any provision in the Contract, the provisions of this Endorsement will control. 1. This contract is not transferable. 2. This contract, and the benefits under it, cannot be sold, assigned or pledged as collateral for a loan or as security for the performance of an obligation or for any other purpose. 3. The owner is the annuitant. 4. The annuitant's entire interest in this contract is nonforfeitable. 5. This contract is established for the exclusive benefit of the annuitant and the annuitant's beneficiary(ies). 6. Contributions Subject to the minimum amount established by us, this contract will only accept a single contribution which must consist of: (a) A rollover contribution or a non-taxable transfer (as permitted by Code sections 402(c), 402(e)(6), 403(a)(4), 403(b)(8), 403(b)(10), 408(d)(3) or 457(e)(16)), or a contribution under a Simplified Employee Pension (SEP) under section 408(k). (b) The contract may also accept (as part of the single contribution, at the time the single contribution is made) an additional cash contribution not exceeding: $3,000 for any taxable year beginning in 2002 through 2004; $4,000 for any taxable year beginning in 2005 through 2007; and $5,000 for any taxable year beginning in 2008 and years thereafter. After 2008, the limit will be adjusted by the Secretary of the Treasury for cost-of-living increases under Code section 209(b)(5)(C). Such adjustments will be in multiples of $500. (c) In the case of an individual who is 50 or older, the cash contribution limit specified in (b) above is increased by: $500 for any taxable year beginning in 2002 through 2005; and $1,000 for any taxable year beginning in 2006 and years thereafter. (d) No contribution will be accepted under a SIMPLE plan established by any employer pursuant to Code Section 408(p). No transfer or rollover of funds attributable to contributions made by a particular employer under its SIMPLE plan will be accepted from a SIMPLE IRA, that is, an IRA used in Form RS TXEN-IRA/SEP conjunction with a SIMPLE plan, prior to the expiration of the 2-year period beginning on the date the individual first participated in that employer's SIMPLE plan. (e) 7. Income Payments and Required Distributions (a) The distribution of the annuitant's interest in the contract shall be made in accordance with the requirements of Code section 408(b)(3) and the regulations thereunder, the provisions of which are herein incorporated by reference. (b) Income payments and distributions under the contract must commence to be distributed, no later than the first day of April following the calendar year in which the annuitant attains age 70-1/2, (the "required beginning date"), over (a) the life of the annuitant, or the lives of the annuitant and his or her designated beneficiary within the meaning of section 401(a)(9) ("designated beneficiary"), or (b) a period certain not extending beyond the life expectancy of the annuitant, or the joint and last survivor expectancy of the annuitant and his or her designated beneficiary. Payments must be made in periodic payments at intervals of no longer than one year. In addition, payments must be either non-increasing or they may increase only as provided in the Q&As 1 and 4 of section 1.401(a)(9)-6T of the Temporary Income Tax Regulations. In addition, any distribution must satisfy the incidental benefit requirements specified in Q&A 2 of section 1.401(a)(9)-6T. (c) The distribution periods described in paragraph (b) above cannot exceed the periods specified in section 1.401(a)(9)-6T of the Temporary Income Tax Regulations. (d) The first required payment can be made as late as April 1 of the year following the year the individual attains 70-1/2 and must be the payment that is required for one payment interval. The second payment need not be made until the end of the next payment interval. (e) To the extent permitted in the Income Tax Regulations (including A-1 (e) of Reg. Section 1.401(a)(9)-5) this contract may also be purchased after the required beginning date to satisfy minimum distribution requirements. (f) The interest in the contract includes the amount of any outstanding rollover, transfer and recharacterization under Q&As 7 and 8 of section 1.408-8 of the Income Tax Regulations and the actuarial value of any other benefits provided under the Contract, such as guaranteed death benefits. (g) The required minimum distribution for the year the annuitant attains age 70-1/2 can be made as late as April 1 of the following year. The required minimum distribution for any other year must be made by the end of such year. (h) The account value prior to the time that income payments irrevocably commence (except for acceleration) includes the amount of any outstanding rollover, transfer and recharacterization under Q&As-7 and -8 of section 1.408-8 of the Income Tax Regulations. (i) An annuitant shall be permitted to withdraw the required distribution in any year from another individual retirement account or annuity maintained for the benefit of the annuitant in accordance with Q&A-9 of section 1.408-8 of the Income Tax Regulations. The annuitant shall be responsible for determining whether the minimum distribution requirements are met. 8. If the annuitant dies after income payments have begun, the following rules apply Form RS TXEN-IRA/SEP (a) where distributions have begun under a permissible income annuity option, the remaining portion of such interest will continue to be distributed under the annuity option chosen. (b) if distributions have begun in a form other than a permissible annuity payment option (i) The Federal income tax law requires payments to be made over a period not extending beyond the remaining life expectancy of the designated beneficiary as provided in the Single Life Table in Q&A 1 of section 1.401(a)(9)-9 of the Income Tax Regulations (or over a period no longer than the remaining life expectancy of the annuitant in the year of death, if longer, or where there is no designated beneficiary). Payments must commence no later than December 31st of the calendar year following the calendar year of the annuitant's death. (ii) If distributions are being made to a surviving spouse as the sole designated beneficiary, such spouse's remaining life expectancy for a year is the number in the Single Life Table corresponding to such spouse's age in the year. In all other cases, remaining life expectancy for a year is the number in the Single Life Table corresponding to the beneficiary's (or annuitant's) age in the year of the annuitant's death, reduced by one (1) for each subsequent year. (iii) For any other designated beneficiary, life expectancies shall be calculated using the attained age of such beneficiary during the calendar year in which distributions are required to begin pursuant to this section, and payments for any subsequent calendar year shall be calculated based on such life expectancy reduced by one for each calendar year which has elapsed since the calendar year life expectancy was first calculated. life expectancy for distributions under a term certain or guaranteed annuity payment option available under the contract may not be recalculated. (iv) Income payments and other distributions under this contract paid to a beneficiary of an IRA may satisfy these rules to the extent the contract satisfies the requirements of the income tax regulations as a permissible annuity. (c) Distributions are considered to have begun if distributions are made on account of the individual reaching his or her required beginning date or if prior to the required beginning date distributions irrevocably commence to an individual over a period permitted and in an annuity form acceptable under the Code or Income Tax Regulations. 9. If the annuitant dies prior to the date that income payments irrevocably commence (except for acceleration) under this contract, the entire interest (contribution) paid less any previous income payments and distributions under the contract will be paid in a lump sum as a death benefit to the designated beneficiary upon proof of the owner's death. In all cases payment must be made by the end of the fifth year following the year of death. If the payee is the annuitant's surviving spouse, the payee may instead elect to continue the contract as his or her own IRA. 10. The company shall furnish annual calendar year reports concerning the status of the annuity contract and such information concerning required minimum distributions as is prescribed by the Commissioner of Internal Revenue. 11. In order to continue to qualify this annuity contract as an IRA under section 408(b) and to comply with Federal income tax rules, we have the right to interpret its provisions in accordance with the Code, including without limitation section 408(b), section 401(a)(9) and the regulations there under. We may amend this Contract to reflect changes in the tax law. We will notify you of any such amendments and, when required by law, we will obtain the approval of the appropriate regulatory authority. Form RS TXEN-IRA/SEP If the Plan under which this contract is issued fails to meet the requirements of section 408(b), at any time, then upon such notice to us notwithstanding anything in the contract to the contrary, the following rules shall apply: In order to comply with section 72(s) of the Code and to constitute a variable contract within the meaning of section 817(d) of the Code, we reserve the right to limit the frequency, number and types of transfers permitted; as well as the number or types of funding options permitted to maintain the above tax treatment. Payments of any remaining interest after the death of the owner (or after the death of any annuitant, where the owner is not an individual) must continue to be made at least as rapidly as under the method being used at the time of the death. Notwithstanding anything in the contract to the contrary, however, if the death referred to above occurs prior to the annuity starting date, (as defined under paragraph (b) of section 1.72-4 of the Income Tax Regulations), any remaining interest in the contract or any death benefit (after we are furnished with satisfactory proof of death) must be paid (a) in a lump sum within five years after the date of the death, or (b) over the lifetime of the payee or over a period no longer than the payee's life expectancy with payments beginning within a year after the date of death. If the payee to whom the death benefit is payable is the owner's spouse (or the annuitant's spouse, where the owner is not an individual), such spouse may instead continue the contract as owner. /s/ Gwenn L. Carr ----------------------------------------- Gwenn L. Carr Vice-President & Secretary /s/ Robert H. Benmosche ----------------------------------------- Robert H. Benmosche Chairman of the Board, President and Chief Executive Officer Form RS TXEN-IRA/SEP EX-99.4.C.C.IV 8 y89033exv99w4wcwcwiv.txt TAX DISCLOSURE STATEMENT EXHIBIT 4(c)(c)(iv) (METLIFE LOGO) Metropolitan Life Insurance Company A Stock Company One Madison Avenue, New York, NY 10010 - 3690 403(b) TAX DISCLOSURE ENDORSEMENT This Endorsement forms a part of the contract to which it is attached and is effective as of the issue date, or a date that a provision is required under the Code, if later. In the case of a conflict with any provision in the Contract, the provisions of this Endorsement will control. This contract may be purchased by an employer's tax qualified retirement plan under section 403(b) to pay benefits to a plan participant or his or her beneficiary. The single contribution it will accept may also include a direct transfer permitted under the Code and employer's qualified plan, an eligible rollover distribution under section 402(c), 402(e)(6), 403(b)(8), 403(b)(10), or any other consideration permitted under the Code. Payments under this contract must comply with Code section 401(a)(9) (including the incidental death benefit rules under section 401(a)(9)(G)) and the regulations thereunder, including proposed regulation 1.401(a)(9)-6T. If the annuitant dies on or after the first payment date, payments must continue to be made at least as rapidly as under the income plan in effect on the date of the annuitant's death. If the annuitant dies prior to the initial payment date, any remaining interest or death benefit will be paid in a lump sum within five years of the date of the death. Pursuant to section 401(a)(31) or as otherwise required under the Code, the plan participant (or his or her surviving spouse or former spouse who is an alternate payee under a qualified domestic relations order, as defined in section 414(p) of the Code), and the spousal beneficiary of the plan participant; ("distributee"), may elect at the time and in the manner prescribed by us as payor and, if applicable, by the plan administrator, to have any portion of any eligible rollover distribution (as defined in section 402(c)(4) of the Code) paid directly to an IRA account or IRA annuity, or to other eligible retirement plans under section 402(c)(8) of the Code in which such distributee participates. This contract is being issued for the exclusive benefit of the annuitant and his or her beneficiary. The interest of the annuitant is non-transferable, non-assignable and non-forfeitable. If the Plan under which this contract is issued fails to meet the requirements of section 403(b) at any time, then upon such notice to us notwithstanding anything in the contract to the contrary, the following rules shall apply: In order to comply with section 72(s) of the Code and to constitute a variable contract within the meaning of section 817(d) of the Code, we reserve the right to limit the frequency, number and types of transfers permitted; as well as the number or types of funding options permitted to maintain the above tax treatment. Payments of any remaining interest after the death of the owner (or after the death of any annuitant, where the owner is not an individual) must continue to be made at least as rapidly as under the method being used at the time of the death. Form RS TXEN-403(b) Notwithstanding anything in the contract to the contrary, however, if the death referred to above occurs prior to the annuity starting date, (as defined under paragraph (b) of section 1.72-4 of the Income Tax Regulations), any remaining interest in the contract or any death benefit (after we are furnished with satisfactory proof of death) must be paid (a) in a lump sum within five years after the date of the death, or (b) over the lifetime of the payee or over a period no longer than the payee's life expectancy with payments beginning within a year after the date of death. If the payee to whom the death benefit is payable is the owner's spouse (or the annuitant's spouse, where the owner is not an individual), such spouse may instead continue the contract as owner. We may amend this contract to comply with the federal tax law. We will notify you of such amendments and, where required by law, will obtain the approval of the appropriate regulatory authority. /s/ Gwenn L. Carr ----------------------------------------- Gwenn L. Carr Vice-President & Secretary /s/ Robert H. Benmosche ----------------------------------------- Robert H. Benmosche Chairman of the Board, President and Chief Executive Officer Form RS TXEN-403(b) EX-99.4.C.C.V 9 y89033exv99w4wcwcwv.txt TAX DISCLOSURE STATEMENT Exhibit 4(c)(c)(v) [METLIFE LOGO] Metropolitan Life Insurance Company A Stock Company One Madison Avenue, New York, NY 10010-3690 457(B) TAX DISCLOSURE ENDORSEMENT This Certificate may be purchased by an eligible section 457(b) plan to pay benefits to a plan participant or his or her Beneficiary. The single contribution may also be a direct reallocate permitted under the Code and the employer's qualified plan. If this Certificate is being purchased by a section 457(b) plan of a state or local governmental employer, it may also accept as part of the single contribution, an eligible rollover distribution under section 402(c), 402(e)(6), 457(e)(16) or any other consideration permitted under the Code. Section 457(b) Plans of State and Local Governmental Employers only Pursuant to section 401(a)(31) or as otherwise required under the Code, the plan participant (or his or her surviving spouse or former spouse who is an alternate payee under a qualified domestic relations order, as defined in section 414(p) of the Code), and the spousal Beneficiary of the plan participant; ("distributee"), may elect at the time and in the manner prescribed by Us as payor and, if applicable, by the plan administrator, to have any portion of any eligible rollover distribution (as defined in section 402(c)(4) of the Code) paid directly to an IRA account or IRA annuity, or to other eligible retirement plan under section 402(c)(8) of the Code in which such distributee participates. Section 457(b) Plans of Tax Exempt Employers only If the tax market shown on the specifications page is 457(b), then regardless of anything else in this Certificate the Owner of this annuity will be the employer, trustee or plan shown on the specifications page. All plan assets including this Certificate remain the property of such employer until paid to the plan participant or Beneficiary. Section 457(b) Plans of a State or Local Government only The Owner must be a trustee for the plan, or the employer. In either case, the Owner, as trustee, shall hold all plan assets under this Certificate for the exclusive benefit of the Annuitant and his or her Beneficiaries, if any. If permitted under the terms of the employer's plan, the Annuitant (or any Beneficiary after the Annuitant's death) may direct the allocation of the Net Purchase Payment and make investment division changes. The group annuity contract and any Certificates issued there under shall be treated as a trust for purposes of Code section 457(g) and 401(f), and no portion of the Purchase Payment paid under the contract or Certificate, or the earnings thereon, may be diverted to or used for, any purpose other than for the exclusive benefit of plan participants and any Beneficiaries prior to the satisfaction of all liabilities with respect to employees and their Beneficiaries, if any. The payments under this Certificate must comply with section 401(a)(9) (including section 401(a)(9)(G)), and the regulations and proposed and temporary regulations there under, including the incidental benefit requirements. If the Plan under which this contract is issued fails to meet the requirements of section 457(b) at any Form RS TXEN-457 (b) time, then upon such notice to Us notwithstanding anything in the contract to the contrary, the following rules shall apply: In order to comply with section 72(s) of the Code and to constitute a variable contract within the meaning of section 817(d) of the Code, We reserve the right to limit the frequency, number and types of reallocates permitted; as well as the number or types of Funding options permitted to maintain the above tax treatment. Payments of any remaining interest after the death of the Owner (or after the death of any Annuitant, where the Owner is not an individual) must continue to be made at least as rapidly as under the method being used at the time of the death. Notwithstanding anything in the Certificate to the contrary, however, if the death referred to above occurs prior to the annuity starting date, (as defined under paragraph (b) of section 1.72-4 of the Income Tax Regulations), any remaining interest in the Certificate or any death benefit (after We are furnished with satisfactory proof of death) must be paid (a) in a lump sum within five years after the date of the death, or (b) over the lifetime of the payee or over a period no longer than the payee's life expectancy with payments beginning within a year after the date of death. If the payee to whom the death benefit is payable is the Owner's spouse (or the Annuitant's spouse, where the Owner is not an individual), such spouse may instead continue the Certificate as Owner. We may amend this Certificate to comply with the federal tax law. We will notify You of such amendments and, where required by law, will obtain the approval of the appropriate regulatory authority. /s/ Gwenn L. Carr /s/ Robert H. Benmosche Gwenn L. Carr Robert H. Benmosche Vice-President & Secretary Chairman of the Board, President and Chief Executive Officer Form RS TXEN-457 (b) EX-99.4.C.C.VI 10 y89033exv99w4wcwcwvi.txt KEOGH TAX DISCLOSURE STATEMENT Exhibit 4(c)(c)(vi) [METLIFE LOGO] Metropolitan Life Insurance Company A Stock Company One Madison Avenue, New York, NY 10010 - 3690 401(A)/401(K)/KEOGH TAX DISCLOSURE ENDORSEMENT This Certificate may be purchased by an employer's tax qualified retirement plan under section 401(a), 401(k), or a Keogh plan to pay benefits to a plan participant or his or her Beneficiary. The single contribution it will accept may also include a direct reallocate permitted under the Code and employer's qualified plan, an eligible rollover distribution under section 402(c), 402(e)(6), 457(e)(16) or any other consideration permitted under the Code. Payments under this Certificate must comply with Code section 401(a)(9) (including the incidental death benefit rules under section 401(a)(9)(G)) and the regulations there under, including proposed regulation 1.401(a)(9)-6T. If the Annuitant dies on or after the first Payment Date, payments must continue to be made at least as rapidly as under the income plan in effect on the date of the Annuitant's death. If the Annuitant dies prior to the Initial Payment Date, any remaining interest or death benefit will be paid in a lump sum within five years of the date of the death. Pursuant to section 401(a)(31) or as otherwise required under the Code, the plan participant (or his or her surviving spouse or former spouse who is an alternate payee under a qualified domestic relations order, as defined in section 414(p) of the Code), and the spousal Beneficiary of the plan participant; ("distributee"), may elect at the time and in the manner prescribed by Us as payor and, if applicable, by the plan administrator, to have any portion of any eligible rollover distribution (as defined in section 402(c)(4) of the Code) paid directly to an IRA account or IRA annuity, or to other eligible retirement plans under section 402(c)(8) of the Code in which such distributee participates. This Certificate is being issued for the exclusive benefit of the Annuitant and his or her Beneficiary. The interest of the Annuitant is non-reallocate able, non-assignable and non-forfeitable. If the Plan under which this contract is issued fails to meet the requirements of section 401(a), 401(k), or Keogh plan at any time, then upon such notice to Us notwithstanding anything in the contract to the contrary, the following rules shall apply: In order to comply with section 72(s) of the Code and to constitute a variable contract within the meaning of section 817(d) of the Code, We reserve the right to limit the frequency, number and types of reallocates permitted; as well as the number or types of Funding options permitted to maintain the above tax treatment. Payments of any remaining interest after the death of the Owner (or after the death of any Annuitant, where the Owner is not an individual) must continue to be made at least as rapidly as under the method being used at the time of the death. Notwithstanding anything in the Certificate to the contrary, however, if the death referred to above occurs prior to the annuity starting date, (as defined under paragraph (b) of section 1.72-4 of the Income Tax Regulations), any remaining interest in the Certificate or any death benefit (after We are furnished with satisfactory proof of death) must be paid Form RS TXEN-401 (a)/401(k)/Keogh (a) in a lump sum within five years after the date of the death, or (b) over the lifetime of the payee or over a period no longer than the payee's life expectancy with payments beginning within a year after the date of death. If the payee to whom the death benefit is payable is the Owner's spouse (or the Annuitant's spouse, where the Owner is not an individual), such spouse may instead continue the Certificate as Owner We may amend this Certificate to comply with the federal tax law. We will notify You of such amendments and, where required by law, will obtain the approval of the appropriate regulatory authority. /s/ Gwenn L. Carr /s/ Robert H. Benmosche Gwenn L. Carr Robert H. Benmosche Vice-President & Secretary Chairman of the Board, President and Chief Executive Officer Form RS TXEN-401 (a)/401(k)/Keogh EX-99.4.C.C.VII 11 y89033exv99w4wcwcwvii.txt TAX DISCLOSURE STATEMENT Exhibit 4(c)(c)(vii) [METLIFE LOGO] Metropolitan Life Insurance Company A Stock Company One Madison Avenue, New York, NY 10010 - 3690 403(A) TAX DISCLOSURE ENDORSEMENT This Certificate may be purchased by an employer's tax qualified retirement plan under section 403(a) to pay benefits to a plan participant or his or her Beneficiary. The single contribution it will accept may also include a direct reallocate permitted under the Code and employer's qualified plan, an eligible rollover distribution under section 402(c), 402(e)(6), 403(a)(4) or any other consideration permitted under the Code. Payments under this Certificate must comply with Code section 401(a)(9) (including the incidental death benefit rules under section 401(a)(9)(G)) and the regulations there under, including proposed regulation 1.401(a)(9)-6T. If the Annuitant dies on or after the first Payment Date, payments must continue to be made at least as rapidly as under the income plan in effect on the date of the Annuitant's death. If the Annuitant dies prior to the Initial Payment Date, any remaining interest or death benefit will be paid in a lump sum within five years of the date of the death. Pursuant to section 401(a)(31) or as otherwise required under the Code, the plan participant (or his or her surviving spouse or former spouse who is an alternate payee under a qualified domestic relations order, as defined in section 414(p) of the Code), and the spousal Beneficiary of the plan participant; ("distributee"), may elect at the time and in the manner prescribed by Us as payor and, if applicable, by the plan administrator, to have any portion of any eligible rollover distribution (as defined in section 402(c)(4) of the Code) paid directly to an IRA account or IRA annuity, or to other eligible retirement plans under section 402(c)(8) of the Code in which such distributee participates. This Certificate is being issued for the exclusive benefit of the Annuitant and his or her Beneficiary. The interest of the Annuitant is non-reallocate able, non-assignable and non-forfeitable. If the Plan under which this contract is issued fails to meet the requirements of section 403(a) at any time, then upon such notice to Us notwithstanding anything in the contract to the contrary, the following rules shall apply: In order to comply with section 72(s) of the Code and to constitute a variable contract within the meaning of section 817(d) of the Code, We reserve the right to limit the frequency, number and types of reallocates permitted; as well as the number or types of Funding options permitted to maintain the above tax treatment. Payments of any remaining interest after the death of the Owner (or after the death of any Annuitant, where the Owner is not an individual) must continue to be made at least as rapidly as under the method being used at the time of the death. Notwithstanding anything in the Certificate to the contrary, however, if the death referred to above occurs prior to the annuity starting date, (as defined under paragraph (b) of section 1.72-4 of the Income Tax Regulations), any remaining interest in the Certificate or any death benefit (after We are furnished with satisfactory proof of death) must be paid (a) in a lump sum within five years after the date of the death, or Form RS TXEN-403 (a) (b) over the lifetime of the payee or over a period no longer than the payee's life expectancy with payments beginning within a year after the date of death. If the payee to whom the death benefit is payable is the Owner's spouse (or the Annuitant's spouse, where the Owner is not an individual), such spouse may instead continue the Certificate as Owner We may amend this Certificate to comply with the federal tax law. We will notify You of such amendments and, where required by law, will obtain the approval of the appropriate regulatory authority. /s/ Gwenn L. Carr /s/ Robert H. Benmosche Gwenn L. Carr Robert H. Benmosche Vice-President & Secretary Chairman of the Board, President and Chief Executive Officer Form RS TXEN-403 (a) EX-99.5.K 12 y89033exv99w5wk.txt APPLICATION FORM FOR ANNUITY Exhibit 5(K) ------------------- GAC number ------------------- Certificate number For MetLife use METLIFE RETIREMENT INCOME OPTIMIZER APPLICATION A Variable Income Annuity PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY BEFORE COMPLETING THIS FORM. This is an application under a [Non-Qualified][Governmental Section 457 (b)][Tax-exempt 457(b)][SIMPLE IRA][Traditional IRA][Keogh][Section 401(a)][Section 403(a)][Section 403(b)][SEP Section 408(k)] plan. 1 APPLICANT/ANNUITANT (Annuitant will be the Owner unless Owner section is completed) - ------------------------------------------- ----------------------------- First name Middle initial Last name Date of birth (Month/Day/Year) - ------------------------------------------- ----------------------------- Street address Daytime phone number - ------------------------------------------- ------------------------------ City State ZIP code Evening phone number [Sex:[ ] Male [ ] Female] [Marital Status: [ ] Married [ ] Unmarried or legally separated] - ------------------------------------------- ----------------------------- Citizenship Country of Legal Residence Social Security Number - ------------------------------------------- ----------------------------- Occupation Annual Income Federal Tax Bracket - ------------------------------- Ages of Dependents Net Worth (excluding value of primary residence): [ ] $0 - 9,999 [ ] $10,000 - 19,999 [ ] $20,000 - 39,999 [ ] $40,000 - 69,999 [ ] $70,000 - 99,999 [ ] $100,000 - 249,999 [ ] $250,000+
Please tell us the amount of annual income you may receive from each of the following sources: Pensions and Social Security: ----------------------- Earned Income: -------------------------------------- Other: ---------------------------------------------- Associated person of a broker-dealer? [ ] Yes [ ] No ID Verification: [ ] US Driver's License [ ] Green Card [ ] Passport [ ]Other (please specify) ID Issuer: ID reference no: -------------------- ---------------- ID issue date: ID expiration date: --------------- --------------- JOINT ANNUITANT IN CERTIFICATE (complete only if Income for Two - with or without a guarantee period - is elected under Section 3.) Form G.20391 MetLife Retirement Income Optimizer Application Form - ------------------------------------------------------ ---------------------- First name Middle initial Last name Date of birth - ------------------------------------------------------ ---------------------- Street address City State Zip Daytime phone number - ------------------------- Relationship to annuitant [Sex:[ ] Male [ ] Female] [Marital Status: [ ] Married [ ] Unmarried or legally separated] - ------------------------------------------------------ ---------------------- Citizenship Country of Legal Residence Social Security Number - ------------------------------------------------------ ---------------------- Occupation Annual Income Federal Tax Bracket - ---------------------------- Ages of Dependents Net Worth (excluding value of primary residence): [ ] $0 - 9,999 [ ] $10,000 - 19,999 [ ] $20,000 - 39,999 [ ] $40,000 - 69,999 [ ] $70,000 - 99,999 [ ] $100,000 - 249,999 [ ] $250,000+
Please tell us the amount of annual income you may receive from each of the following sources: Pensions and Social Security: -------------------------- Earned Income: ----------------------------------------- Other: ------------------------------------------------- Associated person of a broker-dealer? [ ] Yes [ ] No ID Verification: [ ] US Driver's License [ ] Green Card [ ] Passport [ ]Other (please specify):------------------ ID Issuer: ID reference no.: ----------------------- ---------------------- ID issue date: ID expiration date: ------------------- -------------------- [NOTE: You must provide proof of all annuitants' birth dates.] [2] OWNER (Complete only if the Owner is different from the Annuitant) - -------------------------------------------------------------------------------- Plan or trust name or employer - -------------------------------------------------------------------------------- Street address City State Zip code Form G.20391 [3] INCOME PAYMENTS A. Income Options (choose only one) (NOTE: For plans subject to ERISA, which are subject to the spousal consent requirement, or where otherwise required under the employer's plan, if you are married, you must select Lifetime Income for Two with your spouse as the sole Second Annuitant, unless your spouse agrees otherwise and completes a consent form.) 1. Income payments based on your life [ ] Lifetime Income [ ] Lifetime Income with a Guarantee Period of____ years 2. Income payments based on your life and someone else's life [ ] Lifetime Income for Two [ ] Lifetime Income for Two with a Guarantee Period of____ years For either of the above two options, please mark the appropriate boxes below: a)Percentage of payment made to survivor: [ ] 100% [ ] 75% [ ] 66 2/3% [ ] 50% b)[ ] When you die [ ] When either one of you dies B. Withdrawal Option (Available with any of the above options at time of application. May not be changed once elected.) [ ] Withdrawal Option (NOTE: For IRA or other Qualified contracts, withdrawals may only be made in the first two contract years. Selecting the withdrawal option will reduce your income payments.) C. Payment frequency:[ ] Monthly [ ] Quarterly [ ]Semi-Annually [ ] Annually D. Payment start date:______/__ /____(Income payments must begin within Month Day Year 12 months.) [4] BENEFICIARY DESIGNATION A. Beneficiary(ies) Any payments will be made to the beneficiary(ies) listed below in equal shares, unless specified otherwise. ------------------------------------------------------------------------- Name Relationship Social Security Number Percentage ------------------------------------------------------------------------- Name Relationship Social Security Number Percentage B. Contingent beneficiary(ies) ------------------------------------------------------------------------- Name Relationship Social Security Number Percentage ------------------------------------------------------------------------- Name Relationship Social Security Number Percentage Form G.20391 [5] DIRECT DEPOSIT Please complete the following information to have income payments deposited directly to the Annuitant's account at the financial institution specified below. Type of account:[ ] Checking [ ] Savings [ ] Other (Specify type) -------- Account number: Bank routing number* ----------------------------- ----------- *Please obtain this number from your financial institution. If you are unable to do so, you may attach a voided check from your checking account or a deposit slip from your savings account. Financial Institution: --------------------------------------------------- Name ------------------------------------------------------------------------ Street address City State Zip [ ] CHECK HERE IF YOU PREFER TO RECEIVE YOUR INCOME PAYMENTS BY CHECK. [6] PURCHASE PAYMENT INFORMATION [A.] Purchase payment amount: $ ---- [B.] Amount of purchase payment previously taxed: $ -------------- (to be filled in by the plan administrator)] [C.] [ ] 100% of my [XXXX PLAN] account balance (estimated amount $-----) [ ] Specific dollar amount $_______________] [7] REPLACEMENT (a) Do you have any existing individual life insurance or annuity contracts? [ ] Yes [ ] No (b) Will the annuity applied for replace one or more existing annuity or life insurance contracts? [ ] Yes [ ] No (NOTE: Replacement includes any surrender, loan, withdrawal, lapse, reduction or redirection of payments on an annuity or life insurance contract in connection with this application. If annuitant answers "Yes" in (b), the Representative must complete a MetLife Annuity Replacement Questionnaire.) Form G.20391 [8] [RISK TOLERANCE (INVESTMENT OBJECTIVE) AND] ALLOCATION [ Check only one: [ ] Conservative [ ] Moderate [ ] Aggressive ] Indicate the percentage to be allocated to each funding option. The investment objective you are most comfortable with should have the largest percentage allocation. Percentages must be in whole numbers and total 100%. You may change your allocation at any time. The funding options are listed by their approximate degree of risk from conservative to aggressive. Note that these allocations will be established at issue. Investment performance will cause them to vary over time. FUNDING CHOICES FUNDING CHOICES CONSERVATIVE MODERATE TO AGGRESSIVE (CONT'D) ____% Fixed Income Option ____% Janus Aggressive Growth ____% Met/Putnam Voyager CONSERVATIVE TO MODERATE ____% T. Rowe Price Large Cap Growth ____% Lehman Brothers(R) Aggregate ____% MetLife MidCap Stock Index Bond Index ____% Harris Oakmark Focused Value ____% PIMCO Total Return ____% Neuberger & Berman Partners Mid ____% Salomon Brothers U.S. Cap Value Government ____% Janus Mid Cap ____% State Street Research Bond ____% State Street Research Income Aggressive Growth ____% T. Rowe Price Mid Cap Growth MODERATE ____% Salomon Brothers Strategic Bond Opportunities ____% State Street Research Diversified MODERATE TO AGGRESSIVE AGGRESSIVE ____% Lord Abbett Bond Debenture ____% Loomis Sayles Small Cap ____% American Funds Growth - Income ____% Russell 2000(R) Index ____% MetLife Stock Index ____% State Street Research Aurora ____% MFS Investors Trust ____% Franklin Templeton Small Cap Growth ____% MFS Research Managers ____% T. Rowe Price Small Cap Growth ____% State Street Research Investment Trust ____% Davis Venture Value ____% Scudder Global Equity ____% Harris Oakmark Large Cap Value ____% MFS Research International ____% American Funds Growth ____% Morgan Stanley EAFE(R) Index ____% Putnam International Stock ____% PIMCO Innovation ____% American Funds Global Small Capitalization TOTAL ALLOCATION MUST EQUAL 100% Form G.20391 [9] ASSUMED INVESTMENT RETURN [ [ ] 3% [ ] 4% [ ] 5% [ ] 6%] (NOTE: The Assumed Investment Return (AIR) is used to determine the amount of your first payment, and is compared against the actual investment returns you achieve to determine the amount of all subsequent payments. If your investment returns exceed your AIR and Separate Account charges, payments increase; if your AIR and Separate Account charges are greater than your investment returns, payments decrease. Please note that choosing a higher AIR will result in a greater initial payment, but will make income growth more difficult to achieve. The AIR you choose cannot be changed once elected.)] [10] SOURCE OF FUNDS Please indicate the source of funds for purchase payment: [ ] Life insurance policy [ ] Mutual fund [ ] Brokerage account [ ] CD [ ] Annuity contract [ ] Savings [ ] Inheritance [ ] Discretionary income (salary/bonus) [ ] Pension assets [ ] Business income [ ] Legal settlement [ ] Other (please explain): [11] TAX WITHHOLDING [EXEMPTION CERTIFICATE AND] ELECTION The taxable portion of each income payment is subject to federal tax withholding under IRS wage withholding tables by treating you as married, claiming three withholding allowances, unless you file an election to request withholding on a different basis. Your election will remain in effect until you change or revoke it by filing a new election. You may change your election at any time and as often as you wish. If [you elect not to have withholding apply to your income payments, or if] you do not have enough federal income taxes withheld from your income payments, you may be responsible for paying estimated tax directly to the Internal Revenue Service. You may incur penalties under the estimated tax rules if your withholding and estimated tax payments are not sufficient. If you have not provided the correct taxpayer identification number, we will treat this election as invalid and will withhold taxes by treating you as a single person with no withholding allowances. This will remain in effect until your correct tax identification number is received. Certain states require withholding of state income tax when federal income tax withholding applies. Additionally, certain states may impose similar estimated tax rules and tax penalties. You should consult with your tax advisor to determine whether any of these states may impose similar estimated tax rules and tax penalties and whether those apply to you. [SELECT ONE OF THE WITHHOLDING OPTIONS LISTED BELOW:] [INDICATE THE APPROPRIATE WITHHOLDING BASIS BELOW:] [[ ] Do not withhold federal or state income taxes from my income payments. (My election is void unless I have provided my correct tax identification number.)] Form G.20391 [ ] Please withhold federal income taxes and state income taxes, where required, from the taxable portion of each income payment based on the following allowances and marital status selected below: [ ] Married [ ] Single [ ] Married but withhold at higher single rate Number of withholding allowances claimed:__________ Withhold the following additional amount of taxes from each income payment: $_________________ Social Security Number or Taxpayer Identification Number______________ UNDER PENALTIES OF PERJURY I CERTIFY: 1) THAT THE NUMBER SHOWN ABOVE IS MY CORRECT TAXPAYER IDENTIFICATION NUMBER; AND 2) THAT I AM NOT SUBJECT TO BACKUP WITHHOLDING BECAUSE: (A) I HAVE NOT BEEN NOTIFIED BY THE IRS THAT I AM SUBJECT TO BACKUP WITHHOLDING AS A RESULT OF FAILURE TO REPORT ALL INTEREST OR DIVIDENDS; OR (B) THE IRS HAS NOTIFIED ME THAT I AM NO LONGER SUBJECT TO BACKUP WITHHOLDING; AND 3) I AM A U.S. CITIZEN OR A U.S. RESIDENT FOR TAX PURPOSES. -------------------------------------------------------------------------- Signature of Contract Owner Date (NOTE: The Internal Revenue Service does not require your consent to any provision of this document other than the certifications required to avoid backup withholding.) [12] SIGNATURE OF APPLICANT (a) IMPORTANT INFORMATION ABOUT PROCEDURES FOR OPENING A NEW ACCOUNT To help the government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify and record information that identifies each person who opens an account. What this means for you: When you open an account, we will ask for your name, address, date of birth and other information that will allow us to identify you. We may also ask to see your driver's license or other identifying documents. (b) NOTICE TO APPLICANT FLORIDA RESIDENTS ONLY Any person who knowingly and with intent to injure, defraud, or deceive any insurer, files a statement of claim or an application containing any false, incomplete, or misleading information is guilty of a felony of the third degree. ARKANSAS, DISTRICT OF COLUMBIA, KENTUCKY, LOUISIANA, MAINE, OHIO, AND PENNSYLVANIA RESIDENTS ONLY Any person who knowingly and with intent to defraud any insurance company or other person files an application for insurance or submits a claim containing any materially false information or conceals for the purpose of misleading, information concerning any fact material thereto, commits a fraudulent insurance act, which is a crime and subjects such person to criminal and civil penalties. COLORADO RESIDENTS ONLY It is unlawful to knowingly provide false, incomplete, or misleading facts or information to an insurance company for the purpose of defrauding or attempting to defraud the company. Penalties may include imprisonment, fines, denial of insurance and civil damages. Any insurance company or agent of an insurance company who knowingly provides false, incomplete or misleading facts or information to a policyholder or claimant for the purpose of defrauding or attempting to defraud the policyholder or claimant with regard to a settlement or award payable from insurance proceeds shall be reported to the Colorado Division of Insurance of Regulatory Agencies. NEW JERSEY RESIDENTS ONLY Any person who includes any false or misleading information is subject to criminal and civil penalties. NEW MEXICO RESIDENTS ONLY Any person who knowingly presents a false or fraudulent claim for payment of a loss or benefit or knowingly presents false information in an application for insurance is guilty of a crime and may be subject to civil fines and criminal penalties. Form G.20391 OKLAHOMA RESIDENTS ONLY Any person who knowingly, and with the intent to injure, defraud or deceive any insurer, makes any claim for the proceeds of an insurance policy containing any false, incomplete, or misleading information is guilty of a felony. TENNESSEE RESIDENTS ONLY It is a crime to knowingly provide false, incomplete or misleading information to an insurance company for the purpose of defrauding the company. Penalties include imprisonment, fines and denial of insurance benefits. VIRGINIA RESIDENTS ONLY It is a crime to knowingly provide false, incomplete or misleading information to an insurance company for the purpose of defrauding the company. Penalties include imprisonment, fines and denial of insurance benefits. (B) SIGNATURE I hereby represent my answers to the above questions to be correct and true to the best of my knowledge and belief. I UNDERSTAND THAT [, EXCEPT TO THE EXTENT PROVIDED UNDER THE WITHDRAWAL OPTION IF ELECTED AT ISSUANCE, ]THIS ANNUITY HAS NO CASH VALUE AND CANNOT BE SURRENDERED. [I ALSO UNDERSTAND THAT IF I ELECT THE WITHDRAWAL OPTION, INCOME PAYMENTS WILL BE LOWER THAN IF I HAD NOT ELECTED THE OPTION. ]INCOME PAYMENTS WILL FLUCTUATE BASED ON THE PERFORMANCE OF THE INVESTMENT DIVISIONS AND THE ASSUMED INVESTMENT RETURN STATED IN MY CERTIFICATE. I UNDERSTAND THAT THERE IS NO DEATH BENEFIT AFTER THE PAYMENT START DATE. I acknowledge that I have received a current MetLife Variable Income Annuity prospectus. I UNDERSTAND THAT METROPOLITAN LIFE INSURANCE COMPANY DOES NOT GUARANTEE THE TAX CONSEQUENCES OF THE ANNUITY, AND I SHOULD CONSULT MY OWN TAX ADVISOR AS WELL AS THE PROSPECTUS FOR THIS PRODUCT PRIOR TO PURCHASE OF THE ANNUITY[ AND PRIOR TO THE PURCHASE OR EXERCISE OF THE WITHDRAWAL OPTION]. If I elected the direct deposit option under Section [6], I understand that MetLife will not be liable for any failure to modify or terminate this arrangement until it has received a written request from me and it has had a reasonable time to act upon it. I understand that MetLife's responsibility is fully satisfied as soon as a deposit is made to my account. If any overpayment of income payments is credited to my account in error, I hereby authorize and direct the Bank or other Depository to charge my account and to refund the overpayment to MetLife. Signed at -------------------------------- ------------------------------ Signature of Applicant/Annuitant City State [ ] Date -------------------------------- ------------------------------------ [Signature of Witness] Month / Day / Year [12] [SIGNATURE OF OWNER I, the Owner, agree to designate the Annuitant as the payee, and authorize the Annuitant to reallocate future annuity income and the right to change the beneficiary designation. I agree that neither MetLife nor its representatives shall be liable for any adverse consequences as a result of this authorization. ------------------------------------ --------------------------------- Signature of officer, partner or Title of officer, partner or trustee of Owner trustee Date -------------------------------------] Month / Day / Year METROPOLITAN LIFE INSURANCE COMPANY One Madison Avenue New York, NY 10010-3690 Form G.20391 EX-99.10 13 y89033exv99w10.txt CONSENT OF DELOITTE & TOUCHE LLP Exhibit 10 INDEPENDENT AUDITORS' CONSENT METROPOLITAN LIFE SEPARATE ACCOUNT E: We consent to the use in this Post-Effective Amendment No. 30 to Registration Statement No. 002-90380/811-4001 of Metropolitan Life Separate Account E on Form N-4 of our report dated March 24, 2003 relating to Metropolitan Life Separate Account E, and our report dated February 19, 2003 relating to Metropolitan Life Insurance Company, both appearing in the Statement of Additional Information which is a part of such Registration Statement and to the reference to us under the heading "Independent Auditors", appearing in such Statement of Additional Information, and to the reference to us under the heading "Financial Statements" appearing in the Prospectus, which is also a part of such Registration Statement. DELOITTE & TOUCHE LLP New York, New York October 21, 2003 EX-99.13.A 14 y89033exv99w13wa.txt POWERS OF ATTORNEY Exhibit 13(a) Metropolitan Life Insurance Company Power of Attorney Robert H. Benmosche Chairman of the Board, President and Chief Executive Officer KNOW ALL MEN BY THESE PRESENTS, that I, Chairman of the Board, President and Chief Executive Officer of Metropolitan Life Insurance Company, a New York company, do hereby appoint Gwenn L. Carr, John E. Connolly, Jr., James L. Lipscomb, Christopher P. Nicholas, Myra L. Saul and Marie C. Swift, and each of them severally, my true and lawful attorney-in-fact, for me and in my name, place and stead to execute and file any instrument or document to be filed as part of or in connection with or in any way related to the Registration Statements and any and all amendments thereto, filed by said Company under the Securities Act of 1933 and/or the Investment Company Act of 1940, in connection with Metropolitan Life Separate Account UL, Metropolitan Life Separate Account E, The New England Variable Account, New England Variable Annuity Fund I, New England Life Retirement Investment Account, or any other separate accounts for variable contracts that are created or become separate accounts of said Company in the future, 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. Each said attorney-in-fact shall have power to act hereunder with or without the others. IN WITNESS WHEREOF, I have hereunto set my hand this 26th day of September, 2003. /s/ Robert H. Benmosche ---------------------------------- Signature Metropolitan Life Insurance Company Power of Attorney Curtis H. Barnette Director KNOW ALL MEN BY THESE PRESENTS, that I, a director of Metropolitan Life Insurance Company, a New York company, do hereby appoint Gwenn L. Carr, John E. Connolly, Jr., James L. Lipscomb, Christopher P. Nicholas, Myra L. Saul and Marie C. Swift, and each of them severally, my true and lawful attorney-in-fact, for me and in my name, place and stead to execute and file any instrument or document to be filed as part of or in connection with or in any way related to the Registration Statements and any and all amendments thereto, filed by said Company under the Securities Act of 1933 and/or the Investment Company Act of 1940, in connection with Metropolitan Life Separate Account UL, Metropolitan Life Separate Account E, The New England Variable Account, New England Variable Annuity Fund I, New England Life Retirement Investment Account, or any other separate accounts for variable contracts that are created or become separate accounts of said Company in the future, 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. Each said attorney-in-fact shall have power to act hereunder with or without the others. IN WITNESS WHEREOF, I have hereunto set my hand this 26th day of September, 2003. /s/ Curtis H. Barnette ---------------------------------- Signature Metropolitan Life Insurance Company Power of Attorney Gerald Clark Vice Chairman of the Board KNOW ALL MEN BY THESE PRESENTS, that I, Vice Chairman of the Board of Metropolitan Life Insurance Company, a New York company, do hereby appoint Gwenn L. Carr, John E. Connolly, Jr., James L. Lipscomb, Christopher P. Nicholas, Myra L. Saul and Marie C. Swift, and each of them severally, my true and lawful attorney-in-fact, for me and in my name, place and stead to execute and file any instrument or document to be filed as part of or in connection with or in any way related to the Registration Statements and any and all amendments thereto, filed by said Company under the Securities Act of 1933 and/or the Investment Company Act of 1940, in connection with Metropolitan Life Separate Account UL, Metropolitan Life Separate Account E, The New England Variable Account, New England Variable Annuity Fund I, New England Life Retirement Investment Account, or any other separate accounts for variable contracts that are created or become separate accounts of said Company in the future, 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. Each said attorney-in-fact shall have power to act hereunder with or without the others. IN WITNESS WHEREOF, I have hereunto set my hand this 24th day of September, 2003. /s/ Gerald Clark ---------------------------------- Signature Metropolitan Life Insurance Company Power of Attorney John C. Danforth Director KNOW ALL MEN BY THESE PRESENTS, that I, a director of Metropolitan Life Insurance Company, a New York company, do hereby appoint Gwenn L. Carr, John E. Connolly, Jr., James L. Lipscomb, Christopher P. Nicholas, Myra L. Saul and Marie C. Swift, and each of them severally, my true and lawful attorney-in-fact, for me and in my name, place and stead to execute and file any instrument or document to be filed as part of or in connection with or in any way related to the Registration Statements and any and all amendments thereto, filed by said Company under the Securities Act of 1933 and/or the Investment Company Act of 1940, in connection with Metropolitan Life Separate Account UL, Metropolitan Life Separate Account E, The New England Variable Account, New England Variable Annuity Fund I, New England Life Retirement Investment Account, or any other separate accounts for variable contracts that are created or become separate accounts of said Company in the future, 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. Each said attorney-in-fact shall have power to act hereunder with or without the others. IN WITNESS WHEREOF, I have hereunto set my hand this 24th day of September, 2003. /s/ John C. Danforth ---------------------------------- Signature Metropolitan Life Insurance Company Power of Attorney Burton A. Dole, Jr. Director KNOW ALL MEN BY THESE PRESENTS, that I, a director of Metropolitan Life Insurance Company, a New York company, do hereby appoint Gwenn L. Carr, John E. Connolly, Jr., James L. Lipscomb, Christopher P. Nicholas, Myra L. Saul and Marie C. Swift, and each of them severally, my true and lawful attorney-in-fact, for me and in my name, place and stead to execute and file any instrument or document to be filed as part of or in connection with or in any way related to the Registration Statements and any and all amendments thereto, filed by said Company under the Securities Act of 1933 and/or the Investment Company Act of 1940, in connection with Metropolitan Life Separate Account UL, Metropolitan Life Separate Account E, The New England Variable Account, New England Variable Annuity Fund I, New England Life Retirement Investment Account, or any other separate accounts for variable contracts that are created or become separate accounts of said Company in the future, 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. Each said attorney-in-fact shall have power to act hereunder with or without the others. IN WITNESS WHEREOF, I have hereunto set my hand this 25th day of September, 2003. /s/ Burton A. Dole, Jr. ---------------------------------- Signature Metropolitan Life Insurance Company Power of Attorney James R. Houghton Director KNOW ALL MEN BY THESE PRESENTS, that I, a director of Metropolitan Life Insurance Company, a New York company, do hereby appoint Gwenn L. Carr, John E. Connolly, Jr., James L. Lipscomb, Christopher P. Nicholas, Myra L. Saul and Marie C. Swift, and each of them severally, my true and lawful attorney-in-fact, for me and in my name, place and stead to execute and file any instrument or document to be filed as part of or in connection with or in any way related to the Registration Statements and any and all amendments thereto, filed by said Company under the Securities Act of 1933 and/or the Investment Company Act of 1940, in connection with Metropolitan Life Separate Account UL, Metropolitan Life Separate Account E, The New England Variable Account, New England Variable Annuity Fund I, New England Life Retirement Investment Account, or any other separate accounts for variable contracts that are created or become separate accounts of said Company in the future, 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. Each said attorney-in-fact shall have power to act hereunder with or without the others. IN WITNESS WHEREOF, I have hereunto set my hand this 29th day of September, 2003. /s/ James R. Houghton ---------------------------------- Signature Metropolitan Life Insurance Company Power of Attorney Harry P. Kamen Director KNOW ALL MEN BY THESE PRESENTS, that I, a director of Metropolitan Life Insurance Company, a New York company, do hereby appoint Gwenn L. Carr, John E. Connolly, Jr., James L. Lipscomb, Christopher P. Nicholas, Myra L. Saul and Marie C. Swift, and each of them severally, my true and lawful attorney-in-fact, for me and in my name, place and stead to execute and file any instrument or document to be filed as part of or in connection with or in any way related to the Registration Statements and any and all amendments thereto, filed by said Company under the Securities Act of 1933 and/or the Investment Company Act of 1940, in connection with Metropolitan Life Separate Account UL, Metropolitan Life Separate Account E, The New England Variable Account, New England Variable Annuity Fund I, New England Life Retirement Investment Account, or any other separate accounts for variable contracts that are created or become separate accounts of said Company in the future, 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. Each said attorney-in-fact shall have power to act hereunder with or without the others. IN WITNESS WHEREOF, I have hereunto set my hand this 25th day of September, 2003. /s/ Harry P. Kamen ---------------------------------- Signature Metropolitan Life Insurance Company Power of Attorney Helene L. Kaplan Director KNOW ALL MEN BY THESE PRESENTS, that I, a director of Metropolitan Life Insurance Company, a New York company, do hereby appoint Gwenn L. Carr, John E. Connolly, Jr., James L. Lipscomb, Christopher P. Nicholas, Myra L. Saul and Marie C. Swift, and each of them severally, my true and lawful attorney-in-fact, for me and in my name, place and stead to execute and file any instrument or document to be filed as part of or in connection with or in any way related to the Registration Statements and any and all amendments thereto, filed by said Company under the Securities Act of 1933 and/or the Investment Company Act of 1940, in connection with Metropolitan Life Separate Account UL, Metropolitan Life Separate Account E, The New England Variable Account, New England Variable Annuity Fund I, New England Life Retirement Investment Account, or any other separate accounts for variable contracts that are created or become separate accounts of said Company in the future, 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. Each said attorney-in-fact shall have power to act hereunder with or without the others. IN WITNESS WHEREOF, I have hereunto set my hand this 25th day of September, 2003. /s/ Helene L. Kaplan ---------------------------------- Signature Metropolitan Life Insurance Company Power of Attorney Catherine R. Kinney Director KNOW ALL MEN BY THESE PRESENTS, that I, a director of Metropolitan Life Insurance Company, a New York company, do hereby appoint Gwenn L. Carr, John E. Connolly, Jr., James L. Lipscomb, Christopher P. Nicholas, Myra L. Saul and Marie C. Swift, and each of them severally, my true and lawful attorney-in-fact, for me and in my name, place and stead to execute and file any instrument or document to be filed as part of or in connection with or in any way related to the Registration Statements and any and all amendments thereto, filed by said Company under the Securities Act of 1933 and/or the Investment Company Act of 1940, in connection with Metropolitan Life Separate Account UL, Metropolitan Life Separate Account E, The New England Variable Account, New England Variable Annuity Fund I, New England Life Retirement Investment Account, or any other separate accounts for variable contracts that are created or become separate accounts of said Company in the future, 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. Each said attorney-in-fact shall have power to act hereunder with or without the others. IN WITNESS WHEREOF, I have hereunto set my hand this 29th day of September, 2003. /s/ Catherine Kinney ---------------------------------- Signature Metropolitan Life Insurance Company Power of Attorney Charles M. Leighton Director KNOW ALL MEN BY THESE PRESENTS, that I, a director of Metropolitan Life Insurance Company, a New York company, do hereby appoint Gwenn L. Carr, John E. Connolly, Jr., James L. Lipscomb, Christopher P. Nicholas, Myra L. Saul and Marie C. Swift, and each of them severally, my true and lawful attorney-in-fact, for me and in my name, place and stead to execute and file any instrument or document to be filed as part of or in connection with or in any way related to the Registration Statements and any and all amendments thereto, filed by said Company under the Securities Act of 1933 and/or the Investment Company Act of 1940, in connection with Metropolitan Life Separate Account UL, Metropolitan Life Separate Account E, The New England Variable Account, New England Variable Annuity Fund I, New England Life Retirement Investment Account, or any other separate accounts for variable contracts that are created or become separate accounts of said Company in the future, 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. Each said attorney-in-fact shall have power to act hereunder with or without the others. IN WITNESS WHEREOF, I have hereunto set my hand this 24th day of September, 2003. /s/ Charles M. Leighton ---------------------------------- Signature Metropolitan Life Insurance Company Power of Attorney Stewart G. Nagler Vice Chairman of the Board and Chief Financial Officer KNOW ALL MEN BY THESE PRESENTS, that I, Vice Chairman of the Board and Chief Financial Officer of Metropolitan Life Insurance Company, a New York company, do hereby appoint Gwenn L. Carr, John E. Connolly, Jr., James L. Lipscomb, Christopher P. Nicholas, Myra L. Saul and Marie C. Swift, and each of them severally, my true and lawful attorney-in-fact, for me and in my name, place and stead to execute and file any instrument or document to be filed as part of or in connection with or in any way related to the Registration Statements and any and all amendments thereto, filed by said Company under the Securities Act of 1933 and/or the Investment Company Act of 1940, in connection with Metropolitan Life Separate Account UL, Metropolitan Life Separate Account E, The New England Variable Account, New England Variable Annuity Fund I, New England Life Retirement Investment Account, or any other separate accounts for variable contracts that are created or become separate accounts of said Company in the future, 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. Each said attorney-in-fact shall have power to act hereunder with or without the others. IN WITNESS WHEREOF, I have hereunto set my hand this 24th day of September, 2003. /s/ Stewart Nagler ---------------------------------- Signature Metropolitan Life Insurance Company Power of Attorney Hugh B. Price Director KNOW ALL MEN BY THESE PRESENTS, that I, a director of Metropolitan Life Insurance Company, a New York company, do hereby appoint Gwenn L. Carr, John E. Connolly, Jr., James L. Lipscomb, Christopher P. Nicholas, Myra L. Saul and Marie C. Swift, and each of them severally, my true and lawful attorney-in-fact, for me and in my name, place and stead to execute and file any instrument or document to be filed as part of or in connection with or in any way related to the Registration Statements and any and all amendments thereto, filed by said Company under the Securities Act of 1933 and/or the Investment Company Act of 1940, in connection with Metropolitan Life Separate Account UL, Metropolitan Life Separate Account E, The New England Variable Account, New England Variable Annuity Fund I, New England Life Retirement Investment Account, or any other separate accounts for variable contracts that are created or become separate accounts of said Company in the future, 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. Each said attorney-in-fact shall have power to act hereunder with or without the others. IN WITNESS WHEREOF, I have hereunto set my hand this 29th day of September, 2003. /s/ Hugh B. Price ---------------------------------- Signature Metropolitan Life Insurance Company Power of Attorney Kenton J. Sicchitano Director KNOW ALL MEN BY THESE PRESENTS, that I, a director of Metropolitan Life Insurance Company, a New York company, do hereby appoint Gwenn L. Carr, John E. Connolly, Jr., James L. Lipscomb, Christopher P. Nicholas, Myra L. Saul and Marie C. Swift, and each of them severally, my true and lawful attorney-in-fact, for me and in my name, place and stead to execute and file any instrument or document to be filed as part of or in connection with or in any way related to the Registration Statements and any and all amendments thereto, filed by said Company under the Securities Act of 1933 and/or the Investment Company Act of 1940, in connection with Metropolitan Life Separate Account UL, Metropolitan Life Separate Account E, The New England Variable Account, New England Variable Annuity Fund I, New England Life Retirement Investment Account, or any other separate accounts for variable contracts that are created or become separate accounts of said Company in the future, 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. Each said attorney-in-fact shall have power to act hereunder with or without the others. IN WITNESS WHEREOF, I have hereunto set my hand this 25th day of September, 2003. /s/ Kenton J. Sicchitano ---------------------------------- Signature Metropolitan Life Insurance Company Power of Attorney William C. Steere, Jr. Director KNOW ALL MEN BY THESE PRESENTS, that I, a director of Metropolitan Life Insurance Company, a New York company, do hereby appoint Gwenn L. Carr, John E. Connolly, Jr., James L. Lipscomb, Christopher P. Nicholas, Myra L. Saul and Marie C. Swift, and each of them severally, my true and lawful attorney-in-fact, for me and in my name, place and stead to execute and file any instrument or document to be filed as part of or in connection with or in any way related to the Registration Statements and any and all amendments thereto, filed by said Company under the Securities Act of 1933 and/or the Investment Company Act of 1940, in connection with Metropolitan Life Separate Account UL, Metropolitan Life Separate Account E, The New England Variable Account, New England Variable Annuity Fund I, New England Life Retirement Investment Account, or any other separate accounts for variable contracts that are created or become separate accounts of said Company in the future, 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. Each said attorney-in-fact shall have power to act hereunder with or without the others. IN WITNESS WHEREOF, I have hereunto set my hand this 25th day of September, 2003. /s/ William C. Steere, Jr. ---------------------------------- Signature Exhibit 13(a) Metropolitan Life Insurance Company Power of Attorney Timothy L. Journy Vice President and Controller [Principal Accounting Officer] KNOW ALL MEN BY THESE PRESENTS, that I, Vice President and Controller of Metropolitan LIfe Insurance Company, a New York company, do hereby appoint Gwenn L. Carr, John E. Connolly, Jr., James L. Lipscomb, Christopher P. Nicholas, Myra L. Saul and Marie C. Swift, and each of them severally, my true and lawful attorny-in-fact, for me and in my name, place and stead to execute and file any instrument or document to be filed as part of or in connection with or in any way related to the Registration Statements and any and all amendments thereto, filed by said Company under the Securities Act of 1933 and/or the Investment Company Act of 1940, in connection with Metropolitan Life Separate Account UL, Metropolitan Life Separate Account E, The New England Variable Account, New England Variable Annuity Fund I, New England Life Retirement Investment Account, or any other separate accounts for variable contracts that are created or become separate accounts of said Company in the future, 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. Each said attorney-in-fact shall have power to act hereunder with or without the others. IN WITNESS WHEREOF, I have hereunto set my hand this 30th day of September, 2003. /s/ Timothy L. Journy ---------------------- Signature -----END PRIVACY-ENHANCED MESSAGE-----