-----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, WN2nQrwtKJG/arN3u+ww8eIVYOIQwkXCrD2lzM/11rOlD7wZxjv2EQSthwEpB+w6 vtU0OW6iCNDoMwt7jGB3Cw== 0001193125-08-109735.txt : 20080509 0001193125-08-109735.hdr.sgml : 20080509 20080509155920 ACCESSION NUMBER: 0001193125-08-109735 CONFORMED SUBMISSION TYPE: 485APOS PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 20080509 DATE AS OF CHANGE: 20080509 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIRST METLIFE INVESTORS VARIABLE ANNUITY ACCOUNT ONE CENTRAL INDEX KEY: 0000917952 IRS NUMBER: 133690700 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 485APOS SEC ACT: 1933 Act SEC FILE NUMBER: 333-96777 FILM NUMBER: 08818410 BUSINESS ADDRESS: STREET 1: FIRST METLIFE INVESTORS INSURANCE CO STREET 2: 200 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10166 BUSINESS PHONE: 212-578-5364 MAIL ADDRESS: STREET 1: FIRST METLIFE INVESTORS INSURANCE CO STREET 2: 200 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10166 FORMER COMPANY: FORMER CONFORMED NAME: FIRST COVA VARIABLE ANNUITY ACCOUNT ONE DATE OF NAME CHANGE: 19960515 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIRST METLIFE INVESTORS VARIABLE ANNUITY ACCOUNT ONE CENTRAL INDEX KEY: 0000917952 IRS NUMBER: 133690700 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 485APOS SEC ACT: 1940 Act SEC FILE NUMBER: 811-08306 FILM NUMBER: 08818411 BUSINESS ADDRESS: STREET 1: FIRST METLIFE INVESTORS INSURANCE CO STREET 2: 200 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10166 BUSINESS PHONE: 212-578-5364 MAIL ADDRESS: STREET 1: FIRST METLIFE INVESTORS INSURANCE CO STREET 2: 200 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10166 FORMER COMPANY: FORMER CONFORMED NAME: FIRST COVA VARIABLE ANNUITY ACCOUNT ONE DATE OF NAME CHANGE: 19960515 0000917952 S000005137 FIRST METLIFE INVESTORS VARIABLE ANNUITY ACCOUNT ONE C000014067 Class XC 485APOS 1 d485apos.txt FMLI CLASS XC POST-EFFECTIVE AMENDMENT NO. 23 As filed with the Securities and Exchange Commission on May 9, 2008 File Nos. 333-96777 811-08306 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM N-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Pre-Effective Amendment No. [] Post-Effective Amendment No. 23 [x] and REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 Amendment No. 139 [x] (Check Appropriate Box or Boxes) First MetLife Investors Variable Annuity Account One (Exact Name of Registrant) First MetLife Investors Insurance Company (Name of Depositor) 200 Park Avenue New York, New York 10166 (Address of Depositor's Principal Executive Offices) (Zip Code) (Depositor's Telephone Number, including Area Code) (800) 989-3752 (Name and Address of Guarantor) General American Life Insurance Company 13045 Tesson Ferry Road St. Louis, Missouri 63128 (Name and Address of Agent for Service) Richard C. Pearson Vice President First MetLife Investors Insurance Company c/o Richard C. Pearson 5 Park Plaza, Suite 1900 Irvine, California 92614 (949) 223-5680 COPIES TO: W. Thomas Conner Sutherland Asbill & Brennan LLP 1275 Pennsylvania Avenue, N.W. Washington, DC 20004-2415 (202) 383-0590 (Approximate Date of Proposed Public Offering) It is proposed that this filing will become effective (check appropriate box): [] immediately upon filing pursuant to paragraph (b) of Rule 485. [] on (date) pursuant to paragraph (b) of Rule 485. [X] 60 days after filing pursuant to paragraph (a)(1) of Rule 485. [] on (date) pursuant to paragraph (a)(1) of Rule 485. If appropriate, check the following box: [] this post-effective amendment designates a new effective date for a previously filed post-effective amendment. Title of Securities Registered: (1) Individual Variable Annuity Contracts, and (2) Guarantee related to insurance obligations under variable annuity contracts This registration statement incorporates herein by reference the prospectus (the "Prospectus") dated April 28, 2008 and the two supplements, each dated April 28, 2008 to the Prospectus dated April 28, 2008 for the Class XC contracts, included in Post-Effective Amendment No. 22 to the registration statement on Form N-4 (File Nos. 333-96777/811-08306) filed on April 18, 2008 pursuant to paragraph (b) of Rule 485. This registration statement also incorporates herein by reference the statement of additional information (the "SAI") dated April 28, 2008 for the Class XC contracts, filed on May 1, 2008 pursuant to Rule 497(c). FIRST METLIFE INVESTORS INSURANCE COMPANY FIRST METLIFE INVESTORS VARIABLE ANNUITY ACCOUNT ONE SUPPLEMENT DATED , 2008 TO PROSPECTUS DATED APRIL 28, 2008 (AS SUPPLEMENTED) This supplement revises information in the prospectus dated April 28, 2008 (as supplemented) for the Class XC variable annuity contracts issued by First MetLife Investors Insurance Company ("we," "us," or "our"). This supplement should be read in its entirety and kept together with your prospectus for future reference. If you would like another copy of the prospectus, write to us at 5 Park Plaza, Suite 1900, Irvine, CA 92614 or call us at (800) 343-8496 to request a free copy. 1. FEE TABLES AND EXAMPLES In the "FEE TABLES AND EXAMPLES" section of the prospectus, in the "Additional Optional Rider Charges" table, replace the "Guaranteed Minimum Income Benefit (GMIB) Rider Charge" and "Guaranteed Withdrawal Benefit (GWB) Rider Charge" sections with the following: GUARANTEED MINIMUM INCOME BENEFIT (GMIB) RIDER CHARGES GMIB Plus Prior to Optional Step-Up 0.75% of the Income Base (Note 1) GMIB Plus Upon Optional Step-Up (maximum) 1.50% of the Income Base (Note 1) GMIB I 0.50% of the Income Base (Note 1) LIFETIME WITHDRAWAL GUARANTEE RIDER CHARGES Lifetime Withdrawal Guarantee II (Single Life version) 0.65% of the Total Guaranteed Withdrawal Prior to Automatic Annual Step-Up Amount (Note 2) Lifetime Withdrawal Guarantee II (Single Life version) 1.25% of the Total Guaranteed Withdrawal Upon Automatic Annual Step-Up (maximum) Amount (Note 2) Lifetime Withdrawal Guarantee II (Joint Life version) 0.85% of the Total Guaranteed Withdrawal Prior to Automatic Annual Step-Up Amount (Note 2) Lifetime Withdrawal Guarantee II (Joint Life version) 1.50% of the Total Guaranteed Withdrawal Upon Automatic Annual Step-Up (maximum) Amount (Note 2) Lifetime Withdrawal Guarantee I (Single Life version) 0.50% of the Total Guaranteed Withdrawal Prior to Automatic Annual Step-Up Amount (Note 2) Lifetime Withdrawal Guarantee I (Single Life version) 0.95% of the Total Guaranteed Withdrawal Upon Automatic Annual Step-Up (maximum) Amount (Note 2) Lifetime Withdrawal Guarantee I (Joint Life version) 0.70% of the Total Guaranteed Withdrawal Prior to Automatic Annual Step-Up Amount (Note 2) Lifetime Withdrawal Guarantee I (Joint Life version) 1.40% of the Total Guaranteed Withdrawal Upon Automatic Annual Step-Up (maximum) Amount (Note 2) GUARANTEED WITHDRAWAL BENEFIT RIDER CHARGES Enhanced Guaranteed Withdrawal Benefit Prior to 0.55% of the Guaranteed Withdrawal Optional Reset Amount (Note 3) Enhanced Guaranteed Withdrawal Benefit Upon Optional 1.00% of the Guaranteed Withdrawal Reset (maximum) Amount (Note 3) Guaranteed Withdrawal Benefit Prior to Optional Reset 0.50% of the Guaranteed Withdrawal Amount (Note 3) Guaranteed Withdrawal Benefit Upon Optional Reset 0.95% of the Guaranteed Withdrawal (maximum) Amount (Note 3)
2. EXAMPLES In the "EXAMPLES" section, replace Chart 1 with the following: CHART 1. Chart 1 assumes you select the optional Annual Step-Up Death Benefit and the GMIB Plus rider (assuming the maximum 1.50% charge applies in all contract years), which is the most expensive way to purchase the contract. (1) IF YOU SURRENDER YOUR CONTRACT AT THE END OF THE APPLICABLE TIME PERIOD:
TIME PERIODS ------------ 1 YEAR 3 YEARS 5 YEARS 10 YEARS ------ ------- ------- -------- (a) $1,291 (a) $2,221 (a) $3,092 (a) $5,372 (b) $1,193 (b) $1,936 (b) $2,629 (b) $4,520
(2) IF YOU DO NOT SURRENDER YOUR CONTRACT OR IF YOU ANNUITIZE AT THE END OF THE APPLICABLE TIME PERIOD:
TIME PERIODS ------------ 1 YEAR 3 YEARS 5 YEARS 10 YEARS ------ ------- ------- -------- (a) $491 (a) $1,501 (a) $2,552 (a) $5,372 (b) $393 (b) $1,216 (b) $2,089 (b) $4,520
3. PURCHASE In the "PURCHASE" section, under the "Allocation of Purchase Payments" heading, replace the fourth paragraph with the following: If you choose the Guaranteed Minimum Income Benefit Plus or Lifetime Withdrawal Guarantee II riders, until the rider terminates, we will require you to allocate your purchase payments and account value as described below under "Investment Allocation Restrictions for Certain Riders." If you choose the Lifetime Withdrawal Guarantee I rider, until the rider terminates, we will require you to allocate your purchase payments and account value solely among the BlackRock Money Market Portfolio, the American Funds Asset Allocation portfolios, the Met/Franklin Templeton Founding Strategy Portfolio, and/or the MetLife Asset Allocation Program portfolios, excluding the MetLife Aggressive Strategy Portfolio (you may participate in the Enhanced Dollar Cost Averaging (EDCA) program, subject to restrictions). Add the following immediately after the "Allocation of Purchase Payments" section: INVESTMENT ALLOCATION RESTRICTIONS FOR CERTAIN RIDERS ALLOCATION. If you elect the GMIB Plus or the Lifetime Withdrawal Guarantee II, you must comply with certain investment allocation restrictions. SPECIFICALLY, YOU MUST ALLOCATE ACCORDING TO EITHER (A) OR (B) BELOW: (A) You must allocate: . 100% of your purchase payments or account value among the MetLife Defensive Strategy Portfolio, MetLife Moderate Strategy Portfolio, MetLife Balanced Strategy Portfolio, MetLife Growth Strategy Portfolio, American Funds Moderate Allocation Portfolio, American Funds Balanced Allocation Portfolio, American Funds Growth Allocation Portfolio, Met/Franklin Templeton Founding Strategy Portfolio and/or BlackRock Money Market Portfolio (you may also allocate purchase payments to the EDCA program, provided that your destination portfolios are one or more of the above listed investment portfolios) OR (B) You must allocate: . AT LEAST 15% of purchase payments or account value to Platform 1 portfolios; . UP TO 85% of purchase payments or account value to Platform 2 portfolios; 2 . UP TO 15% of purchase payments or account value to Platform 3 portfolios; and . UP TO 15% of purchase payments or account value to Platform 4 portfolios. (See the "EDCA" section below for information on allocating purchase payments to the EDCA account under option (B).) The investment options in each Platform are: Platform 1 ---------- American Funds Bond Portfolio BlackRock Money Market Portfolio PIMCO Inflation Protected Bond Portfolio PIMCO Total Return Portfolio Western Asset Management U.S. Government Portfolio Platform 2 ---------- American Funds Balanced Allocation Portfolio American Funds Growth Allocation Portfolio American Funds Growth Portfolio American Funds International Portfolio American Funds Moderate Allocation Portfolio BlackRock High Yield Portfolio Davis Venture Value Portfolio Harris Oakmark International Portfolio Jennison Growth Portfolio Legg Mason Partners Aggressive Growth Portfolio Legg Mason Value Equity Portfolio Loomis Sayles Global Markets Portfolio Lord Abbett Bond Debenture Portfolio Lord Abbett Growth and Income Portfolio Met/Franklin Mutual Shares Portfolio Met/Franklin Templeton Founding Strategy Portfolio MetLife Aggressive Strategy Portfolio MetLife Balanced Strategy Portfolio MetLife Defensive Strategy Portfolio MetLife Growth Strategy Portfolio MetLife Moderate Strategy Portfolio MetLife Stock Index Portfolio MFS(R) Research International Portfolio Rainier Large Cap Equity Portfolio Van Kampen Comstock Portfolio Platform 3 ---------- Harris Oakmark Focused Value Portfolio Lazard Mid Cap Portfolio Lord Abbett Mid Cap Value Portfolio T. Rowe Price Mid Cap Growth Portfolio Turner Mid Cap Growth Portfolio Platform 4 ---------- Clarion Global Real Estate Portfolio Met/AIM Small Cap Growth Portfolio MFS(R) Emerging Markets Equity Portfolio RCM Technology Portfolio Third Avenue Small Cap Value Portfolio YOUR PURCHASE PAYMENTS AND TRANSFER REQUESTS MUST BE ALLOCATED IN ACCORDANCE WITH THE ABOVE LIMITATIONS. WE WILL REJECT ANY PURCHASE PAYMENTS OR TRANSFER REQUESTS THAT DO NOT COMPLY WITH THE ABOVE LIMITATIONS. 3 Certain selling firms do not offer option (B) at the time your initial purchase payment is allocated. Please contact our Annuity Service Center if you wish to change your allocation selection to option (B). We determine whether an investment option is classified as Platform 1, Platform 2, Platform 3 or Platform 4. We may determine or change the classification of an investment option in the event that an investment option is added, deleted, substituted, merged or otherwise reorganized. In that case, any change in classification will only take effect as to your contract in the event you make a new purchase payment or request a transfer among investment options. We will provide you with prior written notice of any changes in classification of investment options. REBALANCING. If you choose to allocate according to (B) above, we will rebalance your account value on a quarterly basis based on your most recent allocation of purchase payments that complies with the allocation limitations described above. We will also rebalance your account value when we receive a subsequent purchase payment that is accompanied by new allocation instructions (in addition to the quarterly rebalancing). We will first rebalance your account value on the date that is three months from the rider issue date; provided however, if a quarterly rebalancing date occurs on the 29th, 30th or 31st of a month, we will instead rebalance on the 1st day of the following month. We will subsequently rebalance your account value on each quarter thereafter on the same day. In addition, if a quarterly rebalancing date is not a business day the reallocation will occur on the next business day. Withdrawals from the contract will not result in rebalancing on the date of withdrawal. The rebalancing requirement described above does not apply if you choose to allocate according to (A) above. EDCA. If you choose to allocate according to (B) above and you choose to allocate a purchase payment to the EDCA account, that entire purchase payment must be allocated only to the EDCA account. Any transfer from an EDCA account must be allocated in accordance with the limitations described under (B) above. In addition, if you made previous purchase payments before allocating a purchase payment to the EDCA account, all transfers from an EDCA account must be allocated to the same investment options as your most recent allocations for purchase payments. CHANGING PURCHASE PAYMENT ALLOCATION INSTRUCTIONS. You may change your purchase payment allocation instructions under (B) above at any time by providing notice to us, at our Annuity Service Center, or by any other method acceptable to us, provided that such instructions comply with the allocation limits described above. If you provide new allocation instructions for purchase payments and if these instructions conform to the allocation limits described under (B) above, then we will rebalance in accordance with the revised allocation instructions. Any future purchase payment, EDCA account transfer and quarterly rebalancing allocations will be automatically updated in accordance with these new instructions. TRANSFERS. Please note that any transfer request must result in an account value that meets the allocation limits described above. Any transfer request will not cause your allocation instructions to change unless you provide us with a separate instruction at the time of transfer. 4. INVESTMENT OPTIONS In the "INVESTMENT OPTIONS" section, under "Transfers - General," replace the sixth bullet item with the following: . If you have elected to add the GMIB Plus, Lifetime Withdrawal Guarantee I or Lifetime Withdrawal Guarantee II rider to your contract, you may only make transfers between certain investment portfolios. Please refer to the sections "Purchase - Allocation of Purchase Payments" and "Purchase - Investment Allocation Restrictions for Certain Riders." 4 5. EXPENSES In the "EXPENSES" section, replace the "Guaranteed Minimum Income Benefit - Rider Charge" and "Guaranteed Withdrawal Benefit - Rider Charge" sections with the following: GUARANTEED MINIMUM INCOME BENEFIT - RIDER CHARGE We offer a Guaranteed Minimum Income Benefit ("GMIB") that you can select when you purchase the contract. There are two different versions of the GMIB under this contract: GMIB Plus and GMIB I. We currently only offer the GMIB Plus rider. If you select the GMIB Plus rider, we will assess a charge during the accumulation phase equal to 0.75% of the income base (see "Living Benefits - Guaranteed Income Benefits" for a discussion of how the income base is determined) at the time the rider charge is assessed prior to any Optional Step-Up. If your income base is increased due to an Optional Step-Up under the GMIB Plus rider, we may reset the rider charge to a rate we shall determine that does not exceed the Maximum Optional Step-Up Charge (1.50%), provided that this rate will not exceed the rate currently applicable to the same rider available for new contract purchases at the time of the Optional Step-Up. If you selected the GMIB I rider, the charge is 0.50% of the income base at the time the charge is assessed. For contracts issued from May 1, 2003 and prior to May 1, 2005 for which the GMIB I was elected, the rider charge is reduced to 0.45% of the income base in the event you elected the optional Annual Step-Up Death Benefit. (See "Death Benefit.") The rider charge is assessed at the first contract anniversary, and then at each subsequent contract anniversary, up to and including the anniversary on or immediately preceding the date the rider is exercised. If you make a full withdrawal (surrender) or if you begin to receive annuity payments at the annuity date, a pro rata portion of the rider charge will be assessed based on the number of months from the last contract anniversary to the date of withdrawal or application to an annuity option. The GMIB rider charge is deducted from your account value pro rata from each investment portfolio and the EDCA account in the ratio each portfolio/account bears to your total account value. We take amounts from the investment options that are part of the Separate Account by canceling accumulation units from the Separate Account. LIFETIME WITHDRAWAL GUARANTEE AND GUARANTEED WITHDRAWAL BENEFIT - RIDER CHARGE There are two versions of the optional Lifetime Withdrawal Guarantee rider: the Lifetime Withdrawal Guarantee II rider and the Lifetime Withdrawal Guarantee I rider (collectively referred to as the Lifetime Withdrawal Guarantee riders). There are also two versions of the optional Guaranteed Withdrawal Benefit ("GWB") rider: the Enhanced GWB rider and the GWB I rider (collectively referred to as the Guaranteed Withdrawal Benefit riders). We currently only offer the Lifetime Withdrawal Guarantee II rider and the Enhanced GWB rider. If you elect one of the Lifetime Withdrawal Guarantee riders or one of the Guaranteed Withdrawal Benefit riders, a charge is deducted from your account value during the accumulation phase on each contract anniversary. The charge for the Lifetime Withdrawal Guarantee II rider is equal to 0.65% (Single Life version) or 0.85% (Joint Life version) of the Total Guaranteed Withdrawal Amount (see "Living Benefits - Guaranteed Withdrawal Benefits - Description of the Lifetime Withdrawal Guarantee II") on the applicable contract anniversary, after applying any 6% Compounding Income Amount and prior to taking into account any Automatic Annual Step-Up occurring on such contract anniversary. The charge for the Lifetime Withdrawal Guarantee I rider is equal to 0.50% (Single Life version) or 0.70% (Joint Life version) of the Total Guaranteed Withdrawal Amount on the applicable contract anniversary, after applying any 5% Compounding Income Amount and prior to taking into account any Automatic Annual Step-Up occurring on such contract anniversary. The charge for the Enhanced GWB rider is equal to 0.55% of the Guaranteed Withdrawal Amount (see "Living Benefits - Guaranteed Withdrawal Benefits - Description of the Enhanced Guaranteed Withdrawal Benefit") on the applicable contract anniversary, prior to taking into account any Optional Reset occurring on such contract anniversary. (For contracts issued prior to July 16, 2007, the charge for the Enhanced 5 GWB rider is equal to 0.50% of the Guaranteed Withdrawal Amount on the applicable contract anniversary, prior to taking into account any Optional Reset occurring on such contract anniversary.) The charge for the GWB I rider is equal to 0.50% of the Guaranteed Withdrawal Amount on the applicable contract anniversary, prior to taking into account any Optional Reset occurring on such contract anniversary. The rider charge for the Lifetime Withdrawal Guarantee riders and the Guaranteed Withdrawal Benefit riders is deducted from your account value pro rata from each investment portfolio and the EDCA account in the ratio each portfolio/account bears to your total account value. We take amounts from the investment options that are part of the Separate Account by canceling accumulation units from the Separate Account. If you make a full withdrawal (surrender) of your account value, you apply your account value to an annuity option, there is a change in owners, joint owners or annuitants (if the owner is a non-natural person), or the contract terminates (except for a termination due to death), a pro rata portion of the rider charge will be assessed based on the number of full months from the last contract anniversary to the date of the change. If the Enhanced GWB rider or a Lifetime Withdrawal Guarantee rider is cancelled pursuant to the cancellation provisions of each rider, a pro rata portion of the rider charge will not be assessed based on the period from the most recent contract anniversary to the date the cancellation takes effect. If an Automatic Annual Step-Up occurs under the Lifetime Withdrawal Guarantee II rider, we may reset the Lifetime Withdrawal Guarantee II rider charge to a rate we shall determine that does not exceed the Maximum Optional Step-Up Charge of 1.25% (Single Life version) or 1.50% (Joint Life version), provided that this rate will not exceed the rate currently applicable to the same rider available for new contract purchases at the time of the step-up. If an Automatic Annual Step-Up occurs under the Lifetime Withdrawal Guarantee I rider, we may increase the Lifetime Withdrawal Guarantee I rider charge to the charge applicable to current contract purchases of the same rider at the time of the step-up, but to no more than a maximum of 0.95% (Single Life version) or 1.40% (Joint Life version) of the Total Guaranteed Withdrawal Amount. If you elect an Optional Reset as permitted under the Enhanced GWB rider or the GWB I rider, we may increase the rider charge to the Enhanced GWB/GWB I rider charge applicable to current contract purchases of the same rider at the time of the reset, but to no more than a maximum of 1.00% (for Enhanced GWB) or 0.95% (for GWB I) of the Guaranteed Withdrawal Amount. (For contracts issued prior to July 16, 2007, the maximum charge for the Enhanced GWB rider upon an Optional Reset is equal to 0.95% of the Guaranteed Withdrawal Amount.) If one of the Lifetime Withdrawal Guarantee riders is in effect, the rider charge will continue if your Remaining Guaranteed Withdrawal Amount (see "Living Benefits - Guaranteed Withdrawal Benefits - Description of the Lifetime Withdrawal Guarantee II") equals zero. If the Enhanced GWB or GWB I rider is in effect, the rider charge will not continue if your Benefit Base (see "Living Benefits - Guaranteed Withdrawal Benefits - Description of the Enhanced Guaranteed Withdrawal Benefit") equals zero. 6. LIVING BENEFITS In the "LIVING BENEFITS" section, replace the text from the "Overview of Living Benefit Riders" section to the "GMIB, Qualified Contracts and Decedent Contracts" section with the following: OVERVIEW OF LIVING BENEFIT RIDERS We offer a suite of optional living benefit riders that, for certain additional charges, offer protection against market risk (the risk that your investments may decline in value or underperform your expectations). Only one of these riders may be elected, and the rider must be elected at contract issue. These optional riders are described briefly below. Please see the more detailed description that follows for important information on the costs, restrictions and availability of each optional rider. We offer three types of Living Benefit riders: Guaranteed Income Benefits -------------------------- . Guaranteed Minimum Income Benefit Plus (GMIB Plus) . Guaranteed Minimum Income Benefit I (GMIB I) 6 Our guaranteed income benefit riders are designed to allow you to invest your account value in the market while at the same time assuring a specified guaranteed level of minimum fixed annuity payments if you elect the income phase. The fixed annuity payment amount is guaranteed regardless of investment performance or the actual account value at the time you annuitize. Prior to exercising the rider and annuitizing your contract, you may make withdrawals up to a maximum level specified in the rider and still maintain the benefit amount. Guaranteed Withdrawal Benefits ------------------------------ . Lifetime Withdrawal Guarantee (LWG I and LWG II) . Enhanced Guaranteed Withdrawal Benefit (Enhanced GWB) . Guaranteed Withdrawal Benefit (GWB I) The GWB riders are designed to guarantee that at least the entire amount of purchase payments you make will be returned to you through a series of withdrawals without annuitizing, regardless of investment performance, as long as withdrawals in any contract year do not exceed the maximum amount allowed under the rider. With the LWG riders, you get the same benefits, but in addition, you are guaranteed income without annuitizing for your life (and the life of your spouse, if the Joint Life version of the rider was elected), even after the entire amount of purchase payments has been returned. (Under the Single Life version of the LWG II rider, income for life is guaranteed if you make your first withdrawal on or after the date you reach age 59 1/2; under the Joint Life version of the LWG II rider, income for life is guaranteed if you make your first withdrawal when both you and your spouse are at least age 59 1/2.) Guaranteed Asset Accumulation Benefit ------------------------------------- . Guaranteed Minimum Accumulation Benefit (GMAB) The GMAB is designed to guarantee that your account value will not be less than a minimum amount at the end of the 10-year waiting period. The amount of the guarantee depends on which of three permitted investment portfolios you select. GUARANTEED INCOME BENEFITS At the time you buy the contract, you may elect a guaranteed income benefit rider, called a Guaranteed Minimum Income Benefit (GMIB), for an additional charge. Each version of these riders is designed to guarantee a predictable, minimum level of fixed annuity payments, regardless of investment performance during the accumulation phase. HOWEVER, IF APPLYING YOUR ACTUAL ACCOUNT VALUE AT THE TIME YOU ANNUITIZE THE CONTRACT TO THEN CURRENT ANNUITY PURCHASE RATES (OUTSIDE OF THE RIDER) PRODUCES HIGHER INCOME PAYMENTS, YOU WILL RECEIVE THE HIGHER PAYMENTS, AND THUS YOU WILL HAVE PAID FOR THE RIDER EVEN THOUGH IT WAS NOT USED. Also, prior to exercising the rider, you may make specified withdrawals that reduce your income base (as explained below) during the accumulation phase and still leave the rider guarantees intact, provided the conditions of the rider are met. Your registered representative can provide you an illustration of the amounts you would receive, with or without withdrawals, if you exercised the rider. There are two versions of the GMIB under this contract: . GMIB Plus . GMIB I We currently only offer GMIB Plus. GMIB I was available with contracts issued before , 2008. You may not have this benefit and a GWB or GMAB rider in effect at the same time. Once elected, the rider cannot be terminated except as discussed below. 7 FACTS ABOUT GUARANTEED INCOME BENEFIT RIDERS INCOME BASE AND GMIB ANNUITY PAYMENTS. Under all versions of the GMIB, we calculate an "income base" (as described below) that determines, in part, the minimum amount you receive as an income payment upon exercising the GMIB rider and annuitizing the contract. IT IS IMPORTANT TO RECOGNIZE THAT THIS INCOME BASE IS NOT AVAILABLE FOR CASH WITHDRAWALS AND DOES NOT ESTABLISH OR GUARANTEE YOUR ACCOUNT VALUE OR A MINIMUM RETURN FOR ANY INVESTMENT PORTFOLIO. After a minimum 10-year waiting period, and then only within 30 days following a contract anniversary, you may exercise the rider. We then will apply the income base calculated at the time of exercise to the conservative GMIB Annuity Table (as described below) specified in the rider in order to determine your minimum guaranteed lifetime fixed monthly annuity payments (your actual payment may be higher than this minimum if, as discussed above, the base contract under its terms would provide a higher payment). THE GMIB ANNUITY TABLE. The GMIB Annuity Table is specified in the rider. This table is calculated based on the Annuity 2000 Mortality Table with a 7-year age set back with interest of 1.5% per annum for GMIB Plus or 2.5% per annum for GMIB I. As with other pay-out types, the amount you receive as an income payment also depends on your age, your sex, and the annuity option you select. For GMIB Plus, the annuity rates for attained ages 85 to 90 are the same as those for attained age 84. The annuity rates in the GMIB Annuity Table are conservative and a withdrawal charge may be applicable, so the amount of guaranteed minimum lifetime income that the GMIB produces may be less than the amount of annuity income that would be provided by applying your account value on your annuity date to then-current annuity purchase rates. If you exercise a GMIB rider, your annuity payments will be the greater of: . the annuity payment determined by applying the amount of the income base to the GMIB Annuity Table, or . the annuity payment determined for the same annuity option in accordance with the base contract. (See "Annuity Payments (The Income Phase).") If you choose not to receive annuity payments as guaranteed under the GMIB, you may elect any of the annuity options available under the contract. OWNERSHIP. If the owner is a natural person, the owner must be the annuitant. If a non-natural person owns the contract, then annuitant will be considered the owner in determining the income base and GMIB annuity payments. If joint owners are named, the age of the older will be used to determine the income base and GMIB annuity payments. GMIB, QUALIFIED CONTRACTS AND DECEDENT CONTRACTS. The GMIB may have limited usefulness in connection with a Qualified Contract, such as an IRA (see "Federal Income Tax Status - Taxation of Qualified Contracts"), in circumstances where, due to the ten-year waiting period after purchase (and, for the GMIB Plus, after an Optional Step-Up) the owner is unable to exercise the rider until after the required beginning date of required minimum distributions under the contract. In such event, required minimum distributions received from the contract during the 10-year waiting period will have the effect of reducing the income base either on a proportionate or dollar for dollar basis, as the case may be. This may have the effect of reducing or eliminating the value of annuity payments under the GMIB. You should consult your tax adviser prior to electing a GMIB rider. Additionally, the GMIB is not available for purchase by a beneficiary under a decedent's Non-Qualified Contract (see "Federal Income Tax Status - Taxation of Non-Qualified Contracts") or IRA (or where otherwise offered, under any other contract which is being "stretched" by a beneficiary after the death of the owner or after the death of the annuitant in certain cases). The GMIB benefit may not be exercised until 10 years after purchase (and, for the GMIB Plus, after an Optional Step-Up), and the benefit provides guaranteed monthly fixed income payments for life (or joint lives, if applicable), with payments guaranteed for 5 years (for GMIB Plus) or 10 years (for GMIB I). However, the tax rules require distributions prior to the end of the 10-year waiting period, commencing generally in the year after the owner's death, and also prohibit payments for as long as the beneficiary's life in certain circumstances. 8 (See Appendix E for examples of the GMIB.) DESCRIPTION OF GMIB PLUS The GMIB Plus rider is available only for owners up through age 78, and you can only elect the GMIB Plus at the time you purchase the contract. The GMIB Plus may be exercised after a 10-year waiting period and then only within 30 days following a contract anniversary, provided that the exercise must occur no later than the 30-day period following the contract anniversary on or following the owner's 90th birthday. INCOME BASE. The INCOME BASE is the greater of (a) or (b) below. (a)Highest Anniversary Value: On the issue date, the "Highest Anniversary Value" is equal to your initial purchase payment. Thereafter, the Highest Anniversary Value will be increased by subsequent purchase payments and reduced proportionately by the percentage reduction in account value attributable to each subsequent withdrawal (including any applicable withdrawal charge). On each contract anniversary prior to the owner's 81st birthday, the Highest Anniversary Value will be recalculated and set equal to the greater of the Highest Anniversary Value before the recalculation or the account value on the date of the recalculation. The Highest Anniversary Value does not change after the contract anniversary immediately preceding the owner's 81st birthday, except that it is increased for each subsequent purchase payment and reduced proportionally by the percentage reduction in account value attributable to each subsequent withdrawal (including any applicable withdrawal charge). (b)Annual Increase Amount: On the issue date, the "Annual Increase Amount" is equal to your initial purchase payment. (For these purposes, all purchase payments credited within 120 days of the date we issued the contract will be treated as if they were received on the date we issue the contract.) Thereafter, the Annual Increase Amount is equal to (i) less (ii), where: (i)is purchase payments accumulated at the annual increase rate. The annual increase rate is 6% per year through the contract anniversary on or following the owner's 90th birthday and 0% thereafter; and (ii)is withdrawal adjustments accumulated at the annual increase rate. Withdrawal adjustments in a contract year are determined according to (1) or (2) as defined below: (1)The withdrawal adjustment for each withdrawal in a contract year is the value of the Annual Increase Amount immediately prior to the withdrawal multiplied by the percentage reduction in account value attributed to that withdrawal (including any applicable withdrawal charge); or (2)If total withdrawals in a contract year are 6% or less of the Annual Increase Amount on the issue date or on the prior contract anniversary after the first contract year, and if these withdrawals are paid to you (or the annuitant if the contract is owned by a non-natural person) or to another payee we agree to, the total withdrawal adjustments for that contract year will be set equal to the dollar amount of total withdrawals (including any applicable withdrawal charge) in that contract year. These withdrawal adjustments will replace the withdrawal adjustments defined in (1) above and be treated as though the corresponding withdrawals occurred at the end of that contract year. THE ANNUAL INCREASE AMOUNT IS LIMITED TO A MAXIMUM OF 190% OF YOUR PURCHASE PAYMENTS OR, IF GREATER, 190% OF THE ANNUAL INCREASE AMOUNT AS INCREASED BY THE MOST RECENT OPTIONAL STEP-UP (SEE "OPTIONAL STEP-UP" BELOW). (See section (1) of Appendix E for examples of the calculation of the withdrawal adjustment.) In determining the GMIB Plus annuity income, an amount equal to the withdrawal charge that would be assessed upon a complete withdrawal and the amount of any premium and other taxes that may apply will be deducted from the income base. For purposes of calculating the income base, Purchase Payment Credits are not included. 9 OPTIONAL STEP-UP. On each contract anniversary as permitted, you may elect to reset the Annual Increase Amount to the account value. An Optional Step-Up may be beneficial if your account value has grown at a rate above the 6% accumulation rate on the Annual Increase Amount. HOWEVER, AN OPTIONAL STEP-UP WILL INCREASE YOUR WAITING PERIOD FOR EXERCISING THE GMIB PLUS BY RESTARTING THE 10-YEAR WAITING PERIOD, AND WE MAY RESET THE GMIB PLUS RIDER CHARGE TO A RATE WE SHALL DETERMINE THAT DOES NOT EXCEED THE MAXIMUM OPTIONAL STEP-UP CHARGE (1.50%), PROVIDED THAT THIS RATE WILL NOT EXCEED THE RATE CURRENTLY APPLICABLE TO THE SAME RIDER AVAILABLE FOR NEW CONTRACT PURCHASES AT THE TIME OF THE OPTIONAL STEP-UP. An Optional Step-Up is permitted only if: (1) the account value exceeds the Annual Increase Amount immediately before the Optional Step-Up; and (2) the owner (or oldest joint owner or annuitant if the contract is owned by a non-natural person) is not older than age 80 on the date of the Optional Step-Up. You may elect either: 1) a one-time Optional Step-Up at any contract anniversary provided the above requirements are met, or 2) Optional Step-Ups to occur under the Automatic Annual Step-Up. If you elect Automatic Annual Step-Ups, on any contract anniversary while this election is in effect, the Annual Increase Amount will reset to the account value automatically, provided the above requirements are met. The same conditions described above will apply to each Automatic Step-Up. You may discontinue this election at any time by notifying us in writing, at our Annuity Service Center (or by any other method acceptable to us), at least 30 days prior to the contract anniversary on which a reset may otherwise occur. Otherwise, it will remain in effect through the seventh contract anniversary following the date you make this election, at which point you must make a new election if you want Automatic Annual Step-Ups to continue. If you discontinue or do not re-elect the Automatic Annual Step-Ups, no Optional Step-Up will occur automatically on any subsequent contract anniversary unless you make a new election under the terms described above. (If you discontinue Automatic Annual Step-Ups, the GMIB Plus rider (and the rider charge) will continue, and you may choose to elect a one time Optional Step-Up or reinstate Automatic Annual Step-Ups as described above.) We must receive your request to exercise the Optional Step-Up in writing, at our Annuity Service Center, or any other method acceptable to us. We must receive your request prior to the contract anniversary for an Optional Step-Up to occur on that contract anniversary. The Optional Step-Up will: (1) reset the Annual Increase Amount to the account value on the contract anniversary following the receipt of an Optional Step-Up election; (2) reset the GMIB Plus waiting period to the tenth contract anniversary following the date the Optional Step-Up took effect; and (3) we may reset the GMIB Plus rider charge to a rate we shall determine that does not exceed the Maximum Optional Step-Up Charge (1.50%), provided that this rate will not exceed the rate currently applicable to the same rider available for new contract purchases at the time of the Optional Step-Up. On the date of the Optional Step-Up, the account value on that day will be treated as a single purchase payment received on the date of the step-up for purposes of determining the Annual Increase Amount after the reset. All purchase payments and withdrawal adjustments previously used to calculate the Annual Increase Amount will be set equal to zero on the date of the step-up. INVESTMENT ALLOCATION RESTRICTIONS. If you elect the GMIB Plus, there are certain investment allocation restrictions. (See "Purchase - Investment Allocation Restrictions for Certain Riders.") If you elect the GMIB Plus, you may not participate in the Dollar Cost Averaging (DCA) program. However, you may elect to participate in the Enhanced Dollar Cost Averaging (EDCA) program, provided that your destination investment portfolios are selected in accordance with the investment allocation restrictions. GUARANTEED PRINCIPAL OPTION. On each contract anniversary starting with the tenth contract anniversary and through the contract anniversary prior to the owner's 91st birthday, you may 10 exercise the Guaranteed Principal Option. If the owner is a non-natural person, the annuitant's age is the basis for determining the birthday. If there are joint owners, the age of the oldest owner is used for determining the birthday. We must receive your request to exercise the Guaranteed Principal Option in writing, or any other method that we agree to, within 30 days following the applicable contract anniversary. The Guaranteed Principal Option will take effect at the end of this 30-day period following that contract anniversary. By exercising the Guaranteed Principal Option, you elect to receive an additional amount to be added to your account value intended to restore your initial investment in the contract, in lieu of receiving GMIB payments. The additional amount is called the Guaranteed Principal Adjustment and is equal to (a) minus (b) where: (a) is purchase payments credited within 120 days of the date we issued the contract (reduced proportionately by the percentage reduction in account value attributable to each partial withdrawal (including applicable withdrawal charges) prior to the exercise of the Guaranteed Principal Option) and (b) the account value on the contract anniversary immediately preceding exercise of the Guaranteed Principal Option. For purposes of calculating the Guaranteed Principal Adjustment, Purchase Payment Credits are not included. The Guaranteed Principal Option can only be exercised if (a) exceeds (b), as defined above. The Guaranteed Principal Adjustment will be added to each applicable investment portfolio in the ratio the portion of the account value in such investment portfolio bears to the total account value in all investment portfolios. IT IS IMPORTANT TO NOTE THAT ONLY PURCHASE PAYMENTS MADE DURING THE FIRST 120 DAYS THAT YOU HOLD THE CONTRACT ARE TAKEN INTO CONSIDERATION IN DETERMINING THE GUARANTEED PRINCIPAL ADJUSTMENT. IF YOU ANTICIPATE MAKING PURCHASE PAYMENTS AFTER 120 DAYS, YOU SHOULD UNDERSTAND THAT SUCH PAYMENTS WILL NOT INCREASE THE GUARANTEED PRINCIPAL ADJUSTMENT. However, because purchase payments made after 120 days will increase your account value, such payments may have a significant impact on whether or not a Guaranteed Principal Adjustment is due. Therefore, GMIB Plus may not be appropriate for you if you intend to make additional purchase payments after the 120-day period and are purchasing the GMIB Plus for this feature. The Guaranteed Principal Adjustment will never be less than zero. IF THE GUARANTEED PRINCIPAL OPTION IS EXERCISED, THE GMIB PLUS RIDER WILL TERMINATE AS OF THE DATE THE OPTION TAKES EFFECT AND NO ADDITIONAL GMIB CHARGES WILL APPLY THEREAFTER. The variable annuity contract, however, will continue, and the GMIB Plus investment allocation restrictions, described above, will no longer apply. EXERCISING THE GMIB PLUS RIDER. If you exercise the GMIB Plus, you must elect to receive annuity payments under one of the following fixed annuity options: (1)Life annuity with 5 years of annuity payments guaranteed. (2)Joint and last survivor annuity with 5 years of annuity payments guaranteed. Based on federal tax rules, this option is not available for Qualified Contracts where the difference in ages of the joint annuitants is greater than 10 years. (See "Annuity Payments (The Income Phase).") THIS JOINT AND LAST SURVIVOR ANNUITY OPTION IS ONLY AVAILABLE IF THE OLDEST ANNUITANT'S ATTAINED AGE IS 55 OR OLDER. These options are described in the contract and the GMIB Plus rider. The GMIB Annuity Table is specified in the rider. This table is calculated based on the Annuity 2000 Mortality Table with a 7-year age set back with interest of 1.5% per annum. As with other payout types, the amount you receive as an income payment also depends on your age, your sex, and the annuity option you select. For GMIB Plus, the annuity rates for attained ages 85 to 90 are the same as those for attained age 84. THE ANNUITY RATES IN THE GMIB ANNUITY TABLE ARE CONSERVATIVE AND A WITHDRAWAL CHARGE MAY BE APPLICABLE, SO THE AMOUNT OF GUARANTEED MINIMUM LIFETIME INCOME THAT THE GMIB PRODUCES MAY BE LESS THAN THE AMOUNT OF 11 ANNUITY INCOME THAT WOULD BE PROVIDED BY APPLYING YOUR ACCOUNT VALUE ON YOUR ANNUITY DATE TO THEN-CURRENT ANNUITY PURCHASE RATES. If you exercise the GMIB Plus, your annuity payments will be the greater of: . the annuity payment determined by applying the amount of the income base to the GMIB Annuity Table, or . the annuity payment determined for the same annuity option in accordance with the base contract. (See "Annuity Payments (The Income Phase).") If the amount of the guaranteed minimum lifetime income that the GMIB Plus produces is less than the amount of annuity income that would be provided by applying contract value on the annuity date to the then-current annuity purchase rates, then you would have paid for a benefit that you did not use. If you take a full withdrawal of your account value, your contract is terminated by us due to its small account value and inactivity (see "Purchase - Purchase Payments"), or your contract lapses and there remains any income base, we will commence making income payments within 30 days of the date of the full withdrawal, termination or lapse. In such cases, your income payments under this benefit, if any, will be determined using the income base and any applicable withdrawal adjustment that was taken on account of the withdrawal, termination or lapse. If you choose not to receive annuity payments as guaranteed under the GMIB Plus, you may elect any of the annuity options available under the contract. SPOUSAL CONTINUATION. If the owner's spouse elects to continue the contract in his or her own name upon the death of the owner (see "Death Benefit - Spousal Continuation"), the GMIB Plus rider will terminate. TERMINATING THE GMIB PLUS RIDER. Except as otherwise provided in the GMIB Plus rider, the GMIB Plus will terminate upon the earliest of: a) The 30th day following the contract anniversary on or following your 90th birthday; b) The date you make a complete withdrawal of your account value (if there is any income base remaining, you will receive payments based on the remaining income base); c) The date you elect to receive annuity payments under the contract and you do not elect to receive payments under the GMIB; d) Death of the owner or joint owner, or death of the annuitant if a non-natural person owns the contract; e) A change for any reason of the owner or joint owner or the annuitant, if a non-natural person owns the contract, unless we agree otherwise; f) The effective date of the Guaranteed Principal Option; or g) The date you assign your contract, subject to our administrative procedures. When the GMIB Plus rider terminates, the corresponding GMIB Plus rider charge terminates and the GMIB Plus investment allocation restrictions no longer apply. Replace the text from the "Guaranteed Withdrawal Benefits" section to the "GWB, Lifetime Withdrawal Guarantee and Decedent Contracts" section with the following: GUARANTEED WITHDRAWAL BENEFITS We offer optional guaranteed withdrawal benefit riders for an additional charge. There are four guaranteed withdrawal benefit riders (two versions of the LWG, the Enhanced GWB, and GWB I) under this contract: . Lifetime Withdrawal Guarantee II (LWG II) . Lifetime Withdrawal Guarantee I (LWG I) 12 . Enhanced Guaranteed Withdrawal Benefit (Enhanced GWB) . Guaranteed Withdrawal Benefit (GWB I) We currently only offer the Lifetime Withdrawal Guarantee II and Enhanced GWB riders. Each of the guaranteed withdrawal benefit riders guarantees that the entire amount of purchase payments you make will be returned to you through a series of withdrawals that you may begin taking immediately or at a later time, provided withdrawals in any contract year do not exceed the maximum amount allowed. This means that, regardless of negative investment performance, you can take specified annual withdrawals until the entire amount of the purchase payments you made during the time period specified in your rider has been returned to you. Moreover, if you make your first withdrawal on or after the date you reach age 59 1/2, the Lifetime Withdrawal Guarantee II rider guarantees income, without annuitizing the contract, for your life (and the life of your spouse, if the Joint Life version of the rider was elected, and both you and your spouse are at least age 59 1/2 at the time of the first withdrawal), even after the entire amount of purchase payments has been returned. (See "Description of the Lifetime Withdrawal Guarantee II" below.) If you purchase a guaranteed withdrawal benefit rider, you must elect one version at the time you purchase the contract, prior to age 81. You may not have this benefit and a GMIB or GMAB rider in effect at the same time. Once elected, these riders may not be terminated except as stated below. FACTS ABOUT GUARANTEED WITHDRAWAL BENEFIT RIDERS MANAGING WITHDRAWALS. The GWB guarantee may be reduced if your annual withdrawals are greater than the maximum amount allowed, called the Annual Benefit Payment, which is described in more detail below. The GWB does not establish or guarantee an account value or minimum return for any investment portfolio. The Benefit Base (as described below) under the Enhanced GWB and GWB I, and the Remaining Guaranteed Withdrawal Amount (as described below) under the Lifetime Withdrawal Guarantee riders, cannot be taken as a lump sum. (However, if you cancel the Lifetime Withdrawal Guarantee riders after a waiting period of at least fifteen years, the Guaranteed Principal Adjustment will increase your account value to the purchase payments credited within the first 120 days of the date that we issue the contract, reduced proportionately for any withdrawals. See "Description of the Lifetime Withdrawal Guarantee II - Cancellation and Guaranteed Principal Adjustment" below.) Income taxes and penalties may apply to your withdrawals, and withdrawal charges may apply to withdrawals during the first contract year unless you take the necessary steps to elect to take such withdrawals under a Systematic Withdrawal Program. Withdrawal charges will also apply to withdrawals of purchase payments that exceed the free withdrawal amount. (See "Expenses - Withdrawal Charge.") IF IN ANY CONTRACT YEAR YOU TAKE CUMULATIVE WITHDRAWALS THAT EXCEED THE ANNUAL BENEFIT PAYMENT, THE TOTAL PAYMENTS THAT THE GWB GUARANTEES THAT YOU OR YOUR BENEFICIARY WILL RECEIVE FROM THE CONTRACT OVER TIME MAY BE LESS THAN THE INITIAL GUARANTEED WITHDRAWAL AMOUNT (TOTAL GUARANTEED WITHDRAWAL AMOUNT FOR THE LIFETIME WITHDRAWAL GUARANTEE RIDERS). THIS REDUCTION MAY BE SIGNIFICANT AND MEANS THAT RETURN OF YOUR PURCHASE PAYMENTS MAY BE LOST. THE GWB RIDER CHARGE WILL CONTINUE TO BE DEDUCTED AND CALCULATED BASED ON THE GUARANTEED WITHDRAWAL AMOUNT (TOTAL GUARANTEED WITHDRAWAL AMOUNT FOR THE LIFETIME WITHDRAWAL GUARANTEE RIDERS) UNTIL TERMINATION OF THE RIDER. For purposes of calculating the Guaranteed Withdrawal Amount or the Total Guaranteed Withdrawal Amount (for the Lifetime Withdrawal Guarantee), Purchase Payment Credits are not included. RIDER CHARGES. If a Lifetime Withdrawal Guarantee or GWB I rider is in effect, we will continue to assess the GWB rider charge even in the case where your Remaining Guaranteed Withdrawal Amount (for the Lifetime Withdrawal Guarantee) or Benefit Base (for GWB I), as 13 described below, equals zero. However, if the Enhanced GWB rider is in effect, we will not continue to assess the GWB rider charge if your Benefit Base equals zero. WITHDRAWAL CHARGE. We will apply a withdrawal charge to withdrawals from purchase payments of up to 8% of purchase payments taken in the first nine years following receipt of the applicable purchase payment. (See "Expenses - Withdrawal Charge - Free Withdrawal Amount" and "Access to Your Money - Systematic Withdrawal Program.") TAXES. Withdrawals of taxable amounts will be subject to ordinary income tax and, if made prior to age 59 1/2, a 10% federal tax penalty may apply. TAX TREATMENT. THE TAX TREATMENT OF WITHDRAWALS UNDER THE GWB RIDERS IS UNCERTAIN. IT IS CONCEIVABLE THAT THE AMOUNT OF POTENTIAL GAIN COULD BE DETERMINED BASED ON THE BENEFIT BASE (REMAINING GUARANTEED WITHDRAWAL AMOUNT UNDER THE LIFETIME WITHDRAWAL GUARANTEE RIDERS) AT THE TIME OF THE WITHDRAWAL, IF THE BENEFIT BASE (OR REMAINING GUARANTEED WITHDRAWAL AMOUNT) IS GREATER THAN THE ACCOUNT VALUE (PRIOR TO WITHDRAWAL CHARGES, IF APPLICABLE). THIS COULD RESULT IN A GREATER AMOUNT OF TAXABLE INCOME REPORTED UNDER A WITHDRAWAL AND CONCEIVABLY A LIMITED ABILITY TO RECOVER ANY REMAINING BASIS IF THERE IS A LOSS ON SURRENDER OF THE CONTRACT. CONSULT YOUR TAX ADVISER PRIOR TO PURCHASE. GWB, LIFETIME WITHDRAWAL GUARANTEE AND DECEDENT CONTRACTS. The Lifetime Withdrawal Guarantee is not available for purchase under a decedent's Non-Qualified Contract (see "Federal Income Tax Status-Taxation of Non-Qualified Contracts") or IRA (or where otherwise offered, under any other contract which is being "stretched" by a beneficiary after the death of the owner or after the death of the annuitant in certain cases). Under the tax rules, such contracts generally require distributions to commence in accordance with tax regulations by the end of the calendar year following the year of the owner's death. However, these required distributions can in certain circumstances exceed the Annual Benefit Payment, and any such excess will have the effect of reducing the lifetime payments under the Lifetime Withdrawal Guarantee. Note that the Enhanced GWB and GWB I riders are not available for purchase by a beneficiary under a decedent's Non-Qualified Contract. (See Appendix D for examples of the GWB riders.) DESCRIPTION OF THE LIFETIME WITHDRAWAL GUARANTEE II TOTAL GUARANTEED WITHDRAWAL AMOUNT. While the Lifetime Withdrawal Guarantee II rider is in effect, we guarantee that you will receive a minimum amount over time. We refer to this minimum amount as the TOTAL GUARANTEED WITHDRAWAL AMOUNT. The initial Total Guaranteed Withdrawal Amount is equal to your initial purchase payment. We increase the Total Guaranteed Withdrawal Amount (up to a maximum of $10,000,000) by each additional purchase payment. If you take a withdrawal that does not exceed the Annual Benefit Payment (see "Annual Benefit Payment" below), then we will not reduce the Total Guaranteed Withdrawal Amount. We refer to this type of withdrawal as a Non-Excess Withdrawal. If, however, you take a withdrawal that results in cumulative withdrawals for the current contract year that exceed the Annual Benefit Payment, then we will reduce the Total Guaranteed Withdrawal Amount in the same proportion that the withdrawal (including any applicable withdrawal charges) reduced the account value. We refer to this type of withdrawal as an Excess Withdrawal. REMAINING GUARANTEED WITHDRAWAL AMOUNT. The REMAINING GUARANTEED WITHDRAWAL AMOUNT is the remaining amount you are guaranteed to receive over time. We increase the Remaining Guaranteed Withdrawal Amount (up to a maximum of $10,000,000) by additional purchase payments. If you take a Non-Excess Withdrawal, we will decrease the Remaining Guaranteed Withdrawal Amount by the amount of the Non-Excess Withdrawal (including any applicable withdrawal charges). If, however, you take an Excess Withdrawal, then we will reduce the Remaining Guaranteed Withdrawal Amount in the same proportion that the withdrawal (including any applicable withdrawal charges) reduces the account value. 14 6% COMPOUNDING INCOME AMOUNT. If the Single Life version of the LWG II has been elected, when the owner is 63 years old or older, we increase the Total Guaranteed Withdrawal Amount and the Remaining Guaranteed Withdrawal Amount by an amount equal to 6% multiplied by the Total Guaranteed Withdrawal Amount and Remaining Guaranteed Withdrawal Amount before such increase (up to a maximum of $10,000,000) on each contract anniversary until the earlier of: (a) the date of the first withdrawal from the contract or (b) the fifth contract anniversary. If the first withdrawal from the contract is taken before the owner is 63 years old, the Total Guaranteed Withdrawal Amount and Remaining Guaranteed Withdrawal Amount will never be increased by the 6% Compounding Income Amount. If the Joint Life version of the LWG II has been elected, when the younger spouse is 66 years old or older, we increase the Total Guaranteed Withdrawal Amount and the Remaining Guaranteed Withdrawal Amount by an amount equal to 6% multiplied by the Total Guaranteed Withdrawal Amount and Remaining Guaranteed Withdrawal Amount before such increase (up to a maximum of $10,000,000) on each contract anniversary until the earlier of: (a) the date of the first withdrawal from the contract or (b) the fifth contract anniversary. If the first withdrawal from the contract is taken before the younger spouse is 66 years old, the Total Guaranteed Withdrawal Amount and Remaining Guaranteed Withdrawal Amount will never be increased by the 6% Compounding Income Amount. We may also increase the Total Guaranteed Withdrawal Amount and Remaining Guaranteed Withdrawal Amount by the Automatic Annual Step-Up (discussed below), if that would result in a higher Total Guaranteed Withdrawal Amount and Remaining Guaranteed Withdrawal Amount. ANNUAL BENEFIT PAYMENT. The initial ANNUAL BENEFIT PAYMENT is equal to the initial Total Guaranteed Withdrawal Amount multiplied by the Withdrawal Rate. If the Single Life version of the LWG II is elected, the Withdrawal Rate is 5% (6% if you make your first withdrawal on or after the date you reach age 76). If the Joint Life version of the LWG II is elected, the Withdrawal Rate is 4.5% (5% if you make your first withdrawal when both you and your spouse are at least age 63). If the Total Guaranteed Withdrawal Amount is later recalculated (for example, because of additional purchase payments, the 6% Compounding Income Amount, the Automatic Annual Step-Up, or Excess Withdrawals), the Annual Benefit Payment is reset equal to the new Total Guaranteed Withdrawal Amount multiplied by the Withdrawal Rate. IT IS IMPORTANT TO NOTE: . If you take your first withdrawal before the date you reach age 59 1/2 (or, for the Joint Life version, if you take your first withdrawal before the date when both you and your spouse are at least age 59 1/2), we will continue to pay the Annual Benefit Payment each year until the Remaining Guaranteed Withdrawal Amount is depleted, even if your account value declines to zero. This means if your account value is depleted due to a Non-Excess Withdrawal or the deduction of the rider charge, and your Remaining Guaranteed Withdrawal Amount is greater than zero, we will pay you the remaining Annual Benefit Payment, if any, not yet withdrawn during the contract year that the account value was depleted, and beginning in the following contract year, we will continue paying the Annual Benefit Payment to you each year until your Remaining Guaranteed Withdrawal Amount is depleted. This guarantees that you will receive your purchase payments regardless of market performance so long as you do not take Excess Withdrawals; however, you will not be guaranteed income for the rest of your life. . If you take your first withdrawal on or after the date you reach age 59 1/2, we will continue to pay the Annual Benefit Payment each year for the rest of your life (and the life of your spouse, if the Joint Life version of the rider was elected, and you take your first withdrawal when both you and your spouse are at least age 59 1/2), even if your Remaining Guaranteed Withdrawal Amount and/or account value declines to zero. This means if your Remaining Guaranteed Withdrawal Amount and/or your account value is depleted due to a Non-Excess Withdrawal or the deduction of the rider charge, we will pay to you the remaining Annual Benefit Payment, if any, not yet withdrawn during that 15 contract year that the account value was depleted, and beginning in the following contract year, we will continue paying the Annual Benefit Payment to you each year for the rest of your life (and your spouse's life, if the Joint Life version of the rider was elected, and you take the first withdrawal when both you and your spouse are at least age 59 1/2). Therefore, you will be guaranteed income for life. . The Withdrawal Rate used to calculate your Annual Benefit Payment varies depending on: (a) whether you have elected the Single Life or Joint Life version of LWG II, and (b) your age (or, for the Joint Life version, the age of the younger spouse) when you take your first withdrawal (see "Annual Benefit Payment" above). . IF YOU HAVE ELECTED THE LWG II, YOU SHOULD CAREFULLY CONSIDER WHEN TO BEGIN TAKING WITHDRAWALS. IF YOU BEGIN TAKING WITHDRAWALS TOO SOON, YOU MAY LIMIT THE VALUE OF THE LWG II. FOR EXAMPLE, WE NO LONGER INCREASE YOUR TOTAL GUARANTEED WITHDRAWAL AMOUNT BY THE 6% COMPOUNDING INCOME AMOUNT ONCE YOU MAKE YOUR FIRST WITHDRAWAL. HOWEVER, IF YOU DELAY TAKING WITHDRAWALS FOR TOO LONG, YOU MAY LIMIT THE NUMBER OF YEARS AVAILABLE FOR YOU TO TAKE WITHDRAWALS IN THE FUTURE (DUE TO LIFE EXPECTANCY) AND YOU MAY BE PAYING FOR A BENEFIT YOU ARE NOT USING. . At any time during the accumulation phase, you can elect to annuitize under current annuity rates in lieu of continuing the LWG II rider. This may provide higher income amounts and/or different tax treatment than the payments received under the LWG II rider. MANAGING YOUR WITHDRAWALS. It is important that you carefully manage your annual withdrawals. To retain the full guarantees of this rider, your annual withdrawals cannot exceed the Annual Benefit Payment each contract year. In other words, you should not take Excess Withdrawals. We do not include withdrawal charges for the purpose of calculating whether you have made an Excess Withdrawal. If you do take an Excess Withdrawal, we will recalculate the Total Guaranteed Withdrawal Amount and reduce the Annual Benefit Payment to the new Total Guaranteed Withdrawal Amount multiplied by the Withdrawal Rate (see "Annual Benefit Payment" above for how the Withdrawal Rate is determined). In addition, as noted above, if you take an Excess Withdrawal, we will reduce the Remaining Guaranteed Withdrawal Amount in the same proportion that the withdrawal reduces the account value. These reductions in the Total Guaranteed Withdrawal Amount, Annual Benefit Payment, and Remaining Guaranteed Withdrawal Amount may be significant. You are still eligible to receive either lifetime payments or the remainder of the Remaining Guaranteed Withdrawal Amount so long as the withdrawal that exceeded the Annual Benefit Payment did not cause your account value to decline to zero. You can always take Non-Excess Withdrawals. However, if you choose to receive only a part of your Annual Benefit Payment in any given contract year, your Annual Benefit Payment is not cumulative and your Remaining Guaranteed Withdrawal Amount and Annual Benefit Payment will not increase. For example, if your Annual Benefit Payment is 5% of your Total Guaranteed Withdrawal Amount (because you elected the Single Life version of LWG II and took your first withdrawal before the date you reached age 76), you cannot withdraw 3% of the Total Guaranteed Withdrawal Amount in one year and then withdraw 7% of the Total Guaranteed Withdrawal Amount the next year without making an Excess Withdrawal in the second year. AUTOMATIC ANNUAL STEP-UP. On each contract anniversary prior to the owner's 91st birthday, an Automatic Annual Step-Up will occur, provided that the account value exceeds the Total Guaranteed Withdrawal Amount (after compounding) immediately before the step-up (and provided that you have not chosen to decline the step-up as described below). The Automatic Annual Step-Up will: . reset the Total Guaranteed Withdrawal Amount and the Remaining Guaranteed Withdrawal Amount to the account value on the date of the step-up, up to a maximum of $10,000,000, regardless of whether or not you have taken any withdrawals; . if the Single Life version of LWG II was elected, reset the Annual Benefit Payment equal to 5% of the Total Guaranteed Withdrawal Amount after the step-up (or 6% if 16 you make your first withdrawal on or after the date you reach age 76); or, if the Joint Life version of LWG II was elected, reset the Annual Benefit Payment equal to 4.5% of the Total Guaranteed Withdrawal Amount after the step-up (or 5% if you make your first withdrawal when both you and your spouse are at least age 63), and . reset the LWG II rider charge to a rate we shall determine that does not exceed the maximum charge of 1.25% (Single Life version) or 1.50% (Joint Life version), provided that this rate will not exceed the rate currently applicable to the same rider available for new contract purchases at the time of the step-up. In the event that the charge applicable to contract purchases at the time of the step-up is higher than your current LWG II rider charge, we will notify you in writing a minimum of 30 days in advance of the applicable contract anniversary and inform you that you may choose to decline the Automatic Annual Step-Up. If you choose to decline the Automatic Annual Step-Up, you must notify us in accordance with our Administrative Procedures (currently we require you to submit your request in writing to our Annuity Service Center no less than seven calendar days prior to the applicable contract anniversary). Once you notify us of your decision to decline the Automatic Annual Step-Up, you will no longer be eligible for future Automatic Annual Step-Ups until you notify us in writing to our Annuity Service Center that you wish to reinstate the step-ups. This reinstatement will take effect at the next contract anniversary after we receive your request for reinstatement. Please note that the Automatic Annual Step-Up may be of limited benefit if you intend to make purchase payments that would cause your account value to approach $10,000,000, because the Total Guaranteed Withdrawal Amount and Remaining Guaranteed Withdrawal Amount cannot exceed $10,000,000. REQUIRED MINIMUM DISTRIBUTIONS. For IRAs and other contracts subject to Section 401(a)(9) of the Internal Revenue Code, you may be required to take withdrawals to fulfill minimum distribution requirements generally beginning at age 70 1/2. These required distributions may be larger than your Annual Benefit Payment. If you enroll in the Automated Required Minimum Distribution program and elect annual withdrawals, after the first contract year, we will increase your Annual Benefit Payment to equal your most recently calculated required minimum distribution amount, if such amount is greater than your Annual Benefit Payment. Otherwise, any cumulative withdrawals you make to satisfy your required minimum distribution amount will be treated as Excess Withdrawals if they exceed your Annual Benefit Payment. YOU MUST BE ENROLLED IN THE AUTOMATED REQUIRED MINIMUM DISTRIBUTION PROGRAM TO QUALIFY FOR THIS INCREASE IN THE ANNUAL BENEFIT PAYMENT. THE FREQUENCY OF YOUR WITHDRAWALS MUST BE ANNUAL. THE AUTOMATED REQUIRED MINIMUM DISTRIBUTION PROGRAM IS BASED ON INFORMATION RELATING TO THIS CONTRACT ONLY. To enroll in the Automated Required Minimum Distribution program, please contact our Annuity Service Center. INVESTMENT ALLOCATION RESTRICTIONS. If you elect the LWG II rider, there are certain investment allocation restrictions. Please see "Purchase - Investment Allocation Restrictions for Certain Riders" above. JOINT LIFE VERSION. A Joint Life version of the LWG II rider is available for a charge of 0.85% (which may increase upon an Automatic Annual Step-Up to a maximum of 1.50%). Like the Single Life version of the LWG II rider, the Joint Life version must be elected at the time you purchase the contract, and the owner (or oldest joint owner) must be age 80 or younger. Under the Joint Life version, when the owner of the contract dies (or when the first joint owner dies), the LWG II rider will automatically remain in effect only if the spouse is the primary beneficiary and elects to continue the contract under the spousal continuation provisions. (See "Death Benefit - Spousal Continuation.") This means that if you purchase the Joint Life version and subsequently get divorced, your former spouse will not be eligible to receive payments under the LWG II rider. Furthermore, changing the primary beneficiary under the contract terminates the LWG II rider. In order for you and your spouse to receive lifetime income, both you and your spouse must be at least age 59 1/2 at the time of the first withdrawal. The age at which the 6% Compounding Income Amount may begin to be applied to the Total Guaranteed Withdrawal Amount and Remaining Guaranteed Withdrawal Amount is different for the Single Life and Joint Life versions of LWG II (see "6% Compounding Income Amount" 17 above). In addition, the Withdrawal Rate for the Joint Life version of LWG II may differ from the Withdrawal Rate for the Single Life version (see "Annual Benefit Payment" above). In situations in which a trust is both the owner and beneficiary of the contract, the Joint Life version of the LWG II would not apply. In addition, because of the definition of "spouse" under federal law, a purchaser who has or is contemplating a civil union should note that a civil union partner would not be able to receive continued payments after the death of the contract owner under the Joint Life version of the LWG II. CANCELLATION AND GUARANTEED PRINCIPAL ADJUSTMENT. You may elect to cancel the LWG II rider on the contract anniversary every five contract years for the first 15 contract years and annually thereafter. We must receive your cancellation request within 30 days following the applicable contract anniversary in accordance with our Administrative Procedures (currently we require you to submit your request in writing to our Annuity Service Center). The cancellation will take effect upon our receipt of your request. If cancelled, the LWG II rider will terminate, we will no longer deduct the LWG II rider charge, and the investment allocation restrictions described in "Purchase - Investment Allocation Restrictions for Certain Riders" will no longer apply. The variable annuity contract, however, will continue. If you cancel the LWG II rider on the fifteenth contract anniversary or any contract anniversary thereafter, we will add a Guaranteed Principal Adjustment to your account value. The Guaranteed Principal Adjustment is intended to restore your initial investment in the contract in the case of poor investment performance. The Guaranteed Principal Adjustment is equal to (a) - (b) where: (a) is purchase payments credited within 120 days of the date that we issued the contract, reduced proportionately by the percentage reduction in account value attributable to any partial withdrawals taken (including any applicable withdrawal charges) and (b) is the account value on the date of cancellation. The Guaranteed Principal Adjustment will be added to each applicable investment portfolio in the ratio the portion of the account value in such investment portfolio bears to the total account value in all investment portfolios. The Guaranteed Principal Adjustment will never be less than zero. Only purchase payments made during the first 120 days that you hold the contract are taken into consideration in determining the Guaranteed Principal Adjustment. Contract owners who anticipate making purchase payments after 120 days should understand that such payments will not increase the Guaranteed Principal Adjustment. Purchase payments made after 120 days are added to your account value and impact whether or not a benefit is due. Therefore, the LWG II may not be appropriate for you if you intend to make additional purchase payments after the 120-day period and are purchasing the LWG II for its Guaranteed Principal Adjustment feature. TERMINATION OF THE LIFETIME WITHDRAWAL GUARANTEE II RIDER. The Lifetime Withdrawal Guarantee II rider will terminate upon the earliest of: (1) the date of a full withdrawal of the account value (a pro rata portion of the rider charge will be assessed; you are still eligible to receive either the Remaining Guaranteed Withdrawal Amount or lifetime payments, provided the withdrawal did not exceed the Annual Benefit Payment and the provisions and conditions of the rider have been met); (2) the date all of the account value is applied to an annuity option (a pro rata portion of the rider charge will be assessed); (3) the date there are insufficient funds to deduct the Lifetime Withdrawal Guarantee rider charge from the account value (you are still eligible to receive either the Remaining Guaranteed Withdrawal Amount or lifetime payments, provided the provisions and conditions of the rider have been met); (4) death of the owner or joint owner (or the annuitant if the owner is a non-natural person), except where the contract is issued under the Joint Life version of the Lifetime Withdrawal Guarantee, the primary beneficiary is the spouse, and the spouse elects to continue the contract under the spousal continuation provisions of the contract; 18 (5) change of the owner or joint owner (or, for the Joint Life version, the primary beneficiary) for any reason (a pro rata portion of the rider charge will be assessed), subject to our administrative procedures; (6) the effective date of the cancellation of the rider; (7) termination of the contract to which the rider is attached (a pro rata portion of the rider charge will be assessed, except for a termination due to death); or (8) the date you assign your contract, subject to our administrative procedures. Once the rider is terminated, the LWG II rider charge will no longer be deducted and the LWG II investment allocation restrictions will no longer apply. ADDITIONAL INFORMATION. The LWG II rider may affect the death benefit available under your contract. If the owner or joint owner should die while the LWG II rider is in effect, an alternate death benefit amount will be calculated under the LWG II rider that can be taken in a lump sum. The LWG II death benefit amount that may be taken as a lump sum will be equal to total purchase payments less any partial withdrawals (deducted on a dollar-for-dollar basis). If this death benefit amount is greater than the death benefit provided by your contract, and if you made no Excess Withdrawals, then this death benefit amount will be paid instead of the death benefit provided by the contract. All other provisions of your contract's death benefit will apply. Alternatively, the beneficiary may elect to receive the Remaining Guaranteed Withdrawal Amount as a death benefit, in which case we will pay the Remaining Guaranteed Withdrawal Amount on a monthly basis (or any mutually agreed upon frequency, but no less frequently than annually) until the Remaining Guaranteed Withdrawal Amount is exhausted. The surviving spouse's withdrawal rights then come to an end. Currently, there is no minimum dollar amount for the payments; however, we reserve the right to accelerate any payment, in a lump sum, that is less than $500 (see below). This death benefit will be paid instead of the applicable contractual death benefit or the additional death benefit amount calculated under the LWG II as described above. Otherwise, the provisions of those contractual death benefits will determine the amount of the death benefit. Except as may be required by the Internal Revenue Code, an annual payment will not exceed the Annual Benefit Payment. If your beneficiary dies while such payments are made, we will continue making the payments to the beneficiary's estate unless we have agreed to another payee in writing. If the contract is a Non-Qualified Contract, any death benefit must be paid out over a time period and in a manner that satisfies Section 72(s) of the Internal Revenue Code. If the owner (or the annuitant, if the owner is not a natural person) dies prior to the "annuity starting date" (as defined under the Internal Revenue Code and regulations thereunder), the period over which the Remaining Guaranteed Withdrawal Amount is paid as a death benefit cannot exceed the remaining life expectancy of the payee under the appropriate IRS tables. For purposes of the preceding sentence, if the payee is a non-natural person, the Remaining Guaranteed Withdrawal Amount must be paid out within 5 years from the date of death. Payments under this death benefit must begin within 12 months following the date of death. We reserve the right to accelerate any payment, in a lump sum, that is less than $500 or to comply with requirements under the Internal Revenue Code (including minimum distribution requirements for IRAs and other contracts subject to Section 401(a)(9) of the Internal Revenue Code and Non-Qualified Contracts subject to Section 72(s)). If you terminate the LWG II rider because (1) you make a total withdrawal of your account value; (2) your account value is insufficient to pay the LWG II rider charge; or (3) the contract owner dies, except where the beneficiary or joint owner is the spouse of the owner and the spouse elects to continue the contract, you may not make additional purchase payments under the contract. 19 7. SUMMARY OF LIVING BENEFIT RIDERS Replace the "Summary of Living Benefit Riders" chart with the following: The chart below highlights certain differences among the living benefit riders. Please refer to the detailed descriptions above for specific information about the features, costs and restrictions associated with the riders.
ACCOUNT VALUE INCOME GUARANTEES WITHDRAWAL GUARANTEES GUARANTEE ----------------------------------------- ----------------------------------- -------------- ENHANCED GWB & GMIB PLUS GMIB I LWG I & II GWB I GMAB -------------------- -------------------- ----------------------- ----------- -------------- LIFETIME INCOME Yes (after waiting Yes (after waiting Yes (if first No No period) period) withdrawal on or after age 59 1/2) BENEFIT RIDER Yes Yes No No No INVOLVES ANNUITIZATION WITHDRAWALS Prior to Prior to Yes Yes Yes PERMITTED/1/ annuitization annuitization WAITING PERIOD Must wait 10 Must wait 10 None (age 59 1/2 None 10 years years to annuitize years to annuitize for lifetime under rider; under rider; withdrawals) Optional Step-Up withdrawals restarts waiting available period; immediately withdrawals available immediately RESET/STEP-UP Yes No Yes Yes No MAY INVEST IN Prior to Prior to Yes Yes Yes VARIABLE annuitization annuitization INVESTMENT OPTIONS INVESTMENT Yes No Yes No Yes ALLOCATION REQUIREMENTS ABILITY TO CANCEL Yes, after 10 No Yes, at 5/th/, 10/th/ & Enhanced Yes, within RIDER years, can take 15/th/ contract GWB only: 90 days after lump-sum option anniversary, Yes, within 5/th/ contract under the GPO annually 90 days anniversary provisions thereafter; or, after 5/th/ lump-sum option contract under the GPA anniversary provisions after 15 years DEATH BENEFIT Prior to Prior to Contract death Ability to Prior to annuitization, annuitization, benefit or receive annuitization, contract death contract death alternate rider Benefit contract benefit available/2/ benefit available/2/ death benefit Base in death benefit available; ability series of available/2/ to receive payments Remaining instead of Guaranteed contract Withdrawal death Amount in series benefit of payments instead of contract death benefit
20
ACCOUNT VALUE INCOME GUARANTEES WITHDRAWAL GUARANTEES GUARANTEE ---------------- ----------------------------- --------- ENHANCED GWB & GMIB PLUS GMIB I LWG I & II GWB I GMAB --------- ------ -------------------- -------- --------- CURRENT RIDER 0.75% 0.50% LWG II: 0.65% Enhanced 0.75% CHARGES/3/ (Single Life GWB: version) or 0.85% 0.55%; (Joint Life GWB I: version); LWG I: 0.50% 0.50% (Single Life version) or 0.70% (Joint Life version)
(1)Withdrawals will reduce the living and death benefits and account value. (2)If the contract is annuitized, annuity payments may be guaranteed for a certain period of time (depending on the annuity option selected) and therefore payable upon death of the annuitant. See "Annuity Payments (The Income Phase)" and the rider descriptions for more information. (3)Certain rider charges may increase upon a Reset or Step-Up. Generally, rider charges are assessed as a percentage of the guaranteed benefit rather than account value. For example, the charge for GMIB Plus is 0.75% of the Income Base. See the Expenses section and the individual rider descriptions for more information. 7. APPENDIX D At the beginning of APPENDIX D, replace the first paragraph and Examples A through C with the following: The purpose of these examples is to illustrate the operation of the Guaranteed Withdrawal Benefit. (Examples A, B and C are for the Lifetime Withdrawal Guarantee I and Lifetime Withdrawal Guarantee II riders. Examples D through K are for Enhanced GWB and GWB I.) The investment results shown are hypothetical and are not representative of past or future performance. Actual investment results may be more or less than those shown and will depend upon a number of factors, including investment allocations and the investment experience of the investment portfolios chosen. THE EXAMPLES DO NOT REFLECT THE DEDUCTION OF FEES AND CHARGES, WITHDRAWAL CHARGES OR INCOME TAXES AND TAX PENALTIES. The Guaranteed Withdrawal Benefit does not establish or guarantee an account value or minimum return for any investment portfolio. The Total Guaranteed Withdrawal Amount and the Remaining Guaranteed Withdrawal Amount (under the Lifetime Withdrawal Guarantee) and the Guaranteed Withdrawal Amount and the Benefit Base (under the Enhanced GWB and GWB I) cannot be taken as a lump sum. A. Lifetime Withdrawal Guarantee 1. When Withdrawals Do Not Exceed the Annual Benefit Payment Assume that a contract with the Single Life version of LWG II had an initial purchase payment of $100,000. The initial account value would be $100,000, the Total Guaranteed Withdrawal Amount would be $100,000, the initial Remaining Guaranteed Withdrawal Amount would be $100,000 and the initial Annual Benefit Payment would be $5,000 ($100,000 x 5%). Assume that $5,000 is withdrawn each year, beginning before the contract owner attains age 59 1/2. The Remaining Guaranteed Withdrawal Amount is reduced by $5,000 each year as withdrawals are taken (the Total Guaranteed Withdrawal Amount is not reduced by these withdrawals). The Annual Benefit Payment of $5,000 is guaranteed to be received until the Remaining Guaranteed Withdrawal Amount is depleted, even if the account value is reduced to zero. If the first withdrawal is taken after age 59 1/2, then the Annual Benefit Payment of $5,000 is guaranteed to be received for the owner's lifetime, even if the Remaining Guaranteed 21 Withdrawal Amount and the account value are reduced to zero. (Under the Single Life version of the LWG II rider, if the contract owner makes the first withdrawal at or after age 76, the Withdrawal Rate is 6% instead of 5% and the Annual Benefit Payment is $6,000.) [CHART] Remaining Total Annual Guaranteed Guaranteed Benefit Cumulative Account Withdrawal Withdrawal Payment Withdrawals Value Amount Amount --------- ------------- ----------- ---------- ------------ $5,000 $ 5,000 $100,000 $100,000 $100,000 5,000 10,000 90,250 95,000 100,000 5,000 15,000 80,988 90,000 100,000 5,000 20,000 72,188 85,000 100,000 5,000 25,000 63,829 80,000 100,000 5,000 30,000 55,887 75,000 100,000 5,000 35,000 48,343 70,000 100,000 5,000 40,000 41,176 65,000 100,000 5,000 45,000 34,367 60,000 100,000 5,000 50,000 27,899 55,000 100,000 5,000 55,000 21,754 50,000 100,000 5,000 60,000 15,916 45,000 100,000 5,000 65,000 10,370 40,000 100,000 5,000 70,000 5,102 35,000 100,000 5,000 75,000 96 30,000 100,000 5,000 80,000 0 0 100,000 5,000 85,000 0 0 100,000 5,000 90,000 0 0 100,000 5,000 95,000 0 0 100,000 5,000 100,000 0 0 100,000 2. When Withdrawals Do Exceed the Annual Benefit Payment a. Lifetime Withdrawal Guarantee II - Proportionate Reduction Assume that a contract with the Single Life version of the LWG II rider had an initial purchase payment of $100,000. The initial account value would be $100,000, the Total Guaranteed Withdrawal Amount would be $100,000, the initial Remaining Guaranteed Withdrawal Amount would be $100,000 and the initial Annual Benefit Payment would be $5,000 ($100,000 x 5%). (If the contract owner makes the first withdrawal on or after the date he or she reaches age 76, the Withdrawal Rate is 6% instead of 5% and the initial Annual Benefit Payment would be $6,000. For the purposes of this example, assume the contract owner makes the first withdrawal before he or she reaches age 76 and the Withdrawal Rate is therefore 5%.) Assume that the Remaining Guaranteed Withdrawal Amount is reduced to $95,000 due to a withdrawal of $5,000 in the first year. Assume the account value was further reduced to $80,000 at year two due to poor market performance. If you withdrew $10,000 at this time, your account value would be reduced to $80,000 - $10,000 = $70,000. Since the withdrawal of $10,000 exceeded the Annual Benefit Payment of $5,000, there would be a proportional reduction to the Remaining Guaranteed Withdrawal Amount and the Total Guaranteed Withdrawal Amount. The proportional reduction is equal to the withdrawal ($10,000) divided by the account value before the withdrawal ($80,000), or 12.5%. The Remaining Guaranteed Withdrawal Amount after the withdrawal would be $83,125 ($95,000 reduced by 12.5%). This new Remaining Guaranteed Withdrawal Amount of $83,125 would now be the amount guaranteed to be available to be withdrawn over time. The Total Guaranteed Withdrawal Amount would be reduced to $87,500 ($100,000 reduced by 12.5%). The Annual Benefit Payment would be set equal to 5% x $87,500 = $4,375. b. Lifetime Withdrawal Guarantee I - Reduction to Account Value Assume that a contract with the Lifetime Withdrawal Guarantee I rider had an initial purchase payment of $100,000. The initial account value would be $100,000, the Total Guaranteed Withdrawal Amount would be $100,000, the initial Remaining Guaranteed Withdrawal Amount would be $100,000 and the initial Annual Benefit Payment would be $5,000 ($100,000 x 5%). Assume that the Remaining Guaranteed Withdrawal Amount is reduced to $95,000 due to a withdrawal of $5,000 in the first year. Assume the account value was further reduced to $75,000 at year two due to poor market performance. If you withdrew $10,000 at this time, your account value would be reduced to $75,000 - $10,000 = $65,000. Your Remaining Guaranteed Withdrawal Amount would be reduced to $95,000 - $10,000 = $85,000. Since the withdrawal of $10,000 exceeded the Annual Benefit Payment of $5,000 and the resulting Remaining Guaranteed Withdrawal Amount would be greater than the resulting account value, there would 22 be an additional reduction to the Remaining Guaranteed Withdrawal Amount. The Remaining Guaranteed Withdrawal Amount after the withdrawal would be set equal to the account value after the withdrawal ($65,000). This new Remaining Guaranteed Withdrawal Amount of $65,000 would now be the amount guaranteed to be available to be withdrawn over time. The Total Guaranteed Withdrawal Amount would also be reduced to $65,000. The Annual Benefit Payment would be set equal to 5% x $65,000 = $3,250. B. Lifetime Withdrawal Guarantee - Compounding Income Amount Assume that a contract owner, age 63 at issue, elected the Single Life version of the LWG II rider and made an initial purchase payment of $100,000. The initial Remaining Guaranteed Withdrawal Amount would be $100,000, the Total Guaranteed Withdrawal Amount would be $100,000, and the Annual Benefit Payment would be $5,000 ($100,000 x 5%). (If the contract owner makes the first withdrawal at or after age 76, the Withdrawal Rate is 6% instead of 5% and the Annual Benefit Payment would be $6,000. For the purposes of this example, assume the contract owner makes the first withdrawal before he or she reaches age 76 and the Withdrawal Rate is therefore 5%.) The Total Guaranteed Withdrawal Amount will increase by 6% of the previous year's Total Guaranteed Withdrawal Amount until the earlier of the first withdrawal or the 5th contract anniversary. The Annual Benefit Payment will be recalculated as 5% of the new Total Guaranteed Withdrawal Amount. If the first withdrawal is taken in the first contract year, then there would be no increase: the Total Guaranteed Withdrawal Amount would remain at $100,000 and the Annual Benefit Payment will remain at $5,000 ($100,000 x 5%). If the first withdrawal is taken in the second contract year, then the Total Guaranteed Withdrawal Amount would increase to $106,000 ($100,000 x 106%), and the Annual Benefit Payment would increase to $5,300 ($106,000 x 5%). If the first withdrawal is taken in the third contract year, then the Total Guaranteed Withdrawal Amount would increase to $112,360 ($106,000 x 106%), and the Annual Benefit Payment would increase to $5,618 ($112,360 x 5%). If the first withdrawal is taken after the 5th contract year, then the Total Guaranteed Withdrawal Amount would increase to $133,822 (the initial $100,000, increased by 6% per year, compounded annually for 5 years), and the Annual Benefit Payment would increase to $6,691 ($133,822 x 5%). (In contrast to the Lifetime Withdrawal Guarantee II rider, the Lifetime Withdrawal Guarantee I rider has a 5% Compounding Income Amount and the Total Guaranteed Withdrawal Amount is increased by 5% on each contract anniversary until the earlier of the date of the first withdrawal or the tenth contract anniversary.) 23 [CHART] Year of First Withdrawal Annual Benefit Payment - ------------------------ ---------------------- 1 $5,000 2 5,300 3 5,618 4 5,995 5 6,312 6 6,691 C. Lifetime Withdrawal Guarantee - Automatic Annual Step-Ups and 6% Compounding Income Amount (No Withdrawals) Assume that a contract owner, age 63 at issue, elected the Single Life version of the LWG II rider and made an initial purchase payment of $100,000. Assume that no withdrawals are taken. At the first contract anniversary, assuming that no withdrawals are taken, the Total Guaranteed Withdrawal Amount is increased to $106,000 ($100,000 increased by 6%, compounded annually). Assume the account value has increased to $110,000 at the first contract anniversary due to good market performance. The Automatic Annual Step-Up will increase the Total Guaranteed Withdrawal Amount from $106,000 to $110,000 and reset the Annual Benefit Payment to $5,500 ($110,000 x 5%). At the second contract anniversary, assuming that no withdrawals are taken, the Total Guaranteed Withdrawal Amount is increased to $116,600 ($110,000 increased by 6%, compounded annually). Assume the account value has increased to $120,000 at the second contract anniversary due to good market performance. The Automatic Annual Step-Up will increase the Total Guaranteed Withdrawal Amount from $116,600 to $120,000 and reset the Annual Benefit Payment to $6,000 ($120,000 x 5%). Assuming that no withdrawals are taken, each year the Total Guaranteed Withdrawal Amount would increase by 6%, compounded annually, from the second contract anniversary through the fourth contract anniversary, and at that point would be equal to $134,832. Assume that during these contract years the account value does not exceed the Total Guaranteed Withdrawal Amount due to poor market performance. Assume the account value at the fourth contract anniversary has increased to $150,000 due to good market performance. The Automatic Annual Step-Up will increase the Total Guaranteed Withdrawal Amount from $134,832 to $150,000 and reset the Annual Benefit Payment to $7,500 ($150,000 x 5%). At the 5th contract anniversary, assuming that no withdrawals are taken, the Total Guaranteed Withdrawal Amount is increased to $159,000 ($150,000 increased by 6%, compounded annually). Assume the account value is less than $159,000. There is no Automatic Annual Step-Up since the account value is below the Total Guaranteed Withdrawal Amount; however, due to the 6% increase in the Total Guaranteed Withdrawal Amount, the Annual Benefit Payment is increased to $7,950 ($159,000 x 5%). 24 [GRAPHIC APPEARS HERE] 8. APPENDIX E Add the following as APPENDIX E: GUARANTEED MINIMUM INCOME BENEFIT PLUS EXAMPLES The purpose of these examples is to illustrate the operation of the Guaranteed Minimum Income Benefit Plus. The investment results shown are hypothetical and are not representative of past or future performance. Actual investment results may be more or less than those shown and will depend upon a number of factors, including investment allocations and the investment experience of the investment portfolios chosen. THE EXAMPLES DO NOT REFLECT THE DEDUCTION OF FEES AND CHARGES, WITHDRAWAL CHARGES OR INCOME TAXES AND TAX PENALTIES. (1) WITHDRAWAL ADJUSTMENTS TO ANNUAL INCREASE AMOUNT Dollar-for-dollar adjustment when withdrawal is less than or equal to 6% of --------------------------------------------------------------------------- the Annual Increase Amount from the prior contract anniversary -------------------------------------------------------------- Assume the initial purchase payment is $100,000 and the GMIB Plus is selected. Assume that during the first contract year, $6,000 is withdrawn. Because the withdrawal is less than or equal to 6% of the Annual Increase Amount from the prior contract anniversary, the Annual Increase Amount is reduced by the withdrawal on a dollar-for-dollar basis to $100,000 ($100,000 increased by 6% per year, compounded annually, less $6,000 = $100,000). Assuming no other purchase payments or withdrawals are made before the second contract anniversary, the Annual Increase Amount at the second contract anniversary will be $106,000 ($100,000 increased by 6% per year, compounded annually). Proportionate adjustment when withdrawal is greater than 6% of the Annual ------------------------------------------------------------------------- Increase Amount from the prior contract anniversary --------------------------------------------------- Assume the initial purchase payment is $100,000 and the GMIB Plus is selected. Assume the account value at the first contract anniversary is $100,000. The Annual Increase Amount at the first contract anniversary will be $106,000 ($100,000 increased by 6% per year, compounded annually). Assume that on the first contract anniversary, $10,000 is withdrawn (leaving an account balance of $90,000). Because the withdrawal is greater than 6% of the Annual Increase Amount from the prior contract anniversary, the Annual Increase Amount is reduced by the value of the Annual Increase Amount immediately prior to the withdrawal ($106,000) multiplied by the percentage reduction in the account value attributed to that withdrawal (10%). Therefore, the new Annual Increase Amount is $95,400 ($106,000 x 10% = $10,600; $106,000 - $10,600 = $95,400). Assuming no other purchase payments or withdrawals are made before the second contract anniversary, the Annual Increase Amount at the second contract anniversary will be $101,124 ($95,400 increased by 6% per year, compounded annually). (2) THE 6% ANNUAL INCREASE AMOUNT Example ------- Assume the owner of the contract is a male, age 55 at issue, and he elects the GMIB Plus rider. He makes an initial purchase payment of $100,000, and makes no additional purchase payments or partial withdrawals. On the contract issue date, the 6% Annual Increase Amount is equal to $100,000 (the initial purchase payment). The 6% Annual Increase Amount is calculated at each contract anniversary (through the contract anniversary on or following the owner's 90th birthday, subject to the 190% maximum increase limitation on the Annual Increase Amount). At the tenth contract anniversary, when the owner is age 65, the 6% Annual Increase Amount is $179,085 ($100,000 increased by 6% per year, compounded annually). See section (3) below for an example of the calculation of the Highest Anniversary Value. Graphic Example: Determining a value upon which future income payments can -------------------------------------------------------------------------- be based -------- Assume that you make an initial purchase payment of $100,000. Prior to annuitization, your account value fluctuates above and below your initial purchase payment depending on the 25 investment performance of the investment options you selected. Your purchase payments accumulate at the annual increase rate of 6%, until the contract anniversary on or immediately after the contract owner's 90th birthday, subject to the 190% maximum increase limitation on the Annual Increase Amount. Your purchase payments are also adjusted for any withdrawals (including any applicable withdrawal charge) made during this period. The line (your purchase payments accumulated at 6% a year adjusted for withdrawals and charges - "the 6% Annual Increase Amount") is the value upon which future income payments can be based. [GRAPHIC APPEARS HERE] Graphic Example: Determining your guaranteed lifetime income stream ------------------------------------------------------------------- Assume that you decide to annuitize your contract and begin taking annuity payments after 20 years. In this example, your 6% Annual Increase Amount is higher than the Highest Anniversary Value and will produce a higher income benefit. Accordingly, the 6% Annual Increase Amount will be applied to the annuity pay-out rates in the Guaranteed Minimum Income Benefit Annuity Table to determine your lifetime annuity payments. THE INCOME BASE IS NOT AVAILABLE FOR CASH WITHDRAWALS AND IS ONLY USED FOR PURPOSES OF CALCULATING THE GUARANTEED MINIMUM INCOME BENEFIT PAYMENT AND THE CHARGE FOR THE BENEFIT. [GRAPHIC APPEARS HERE] (3) THE "HIGHEST ANNIVERSARY VALUE" ("HAV") Example ------- Assume, as in the example in section (2) above, the owner of the contract is a male, age 55 at issue, and he elects the GMIB Plus rider. He makes an initial purchase payment of $100,000, and makes no additional purchase payments or partial withdrawals. On the contract issue date, the Highest Anniversary Value is equal to $100,000 (the initial purchase payment). Assume the account value on the first contract anniversary is $108,000 due to good market performance. Because the account value is greater than the Highest Anniversary Value ($100,000), the Highest Anniversary Value is set equal to the account value ($108,000). Assume the account value on the second contract anniversary is $102,000 due to poor market performance. Because the account value is less than the Highest Anniversary Value ($108,000), the Highest Anniversary Value remains $108,000. Assume this process is repeated on each contract anniversary until the tenth contract anniversary, when the account value is $155,000 and the Highest Anniversary Value is $150,000. The Highest Anniversary Value is set equal to the account value ($155,000). See section (4) below for an example of the exercise of the GMIB Plus rider. Graphic Example: Determining a value upon which future income payments can -------------------------------------------------------------------------- be based -------- Prior to annuitization, the Highest Anniversary Value begins to lock in growth. The Highest Anniversary Value is adjusted upward each contract anniversary if the account value at that time is greater than the amount of the current Highest Anniversary Value. Upward adjustments will continue until the contract anniversary immediately prior to the contract owner's 81st birthday. The Highest Anniversary Value also is adjusted for any withdrawals taken (including any applicable withdrawal charge) or any additional payments made. The Highest Anniversary Value line is the value upon which future income payments can be based. [GRAPHIC APPEARS HERE] Graphic Example: Determining your guaranteed lifetime income stream ------------------------------------------------------------------- Assume that you decide to annuitize your contract and begin taking annuity payments after 20 years. In this example, the Highest Anniversary Value is higher than the account value. Accordingly, the Highest Anniversary Value will be applied to the annuity payout rates in the Guaranteed Minimum Income Benefit Annuity Table to determine your lifetime annuity payments. The income base is not available for cash withdrawals and is only used for purposes of calculating the Guaranteed Minimum Income Benefit payment and the charge for the benefit. 26 [GRAPHIC APPEARS HERE] (4) PUTTING IT ALL TOGETHER Example ------- Continuing the examples in sections (2) and (3) above, assume the owner chooses to exercise the GMIB Plus rider at the tenth contract anniversary and elects a life annuity with 5 years of annuity payments guaranteed. Because the 6% Annual Increase Amount ($179,085) is greater than the Highest Anniversary Value ($155,000), the 6% Annual Increase Amount ($179,085) is used as the income base. The income base of $179,085 is applied to the GMIB Annuity Table. This yields annuity payments of $700 per month for life, with a minimum of 5 years guaranteed. (If the same owner were instead age 70, the income base of $179,085 would yield monthly payments of $809; if the owner were age 75, the income base of $179,085 would yield monthly payments of $955.) Assume the owner chooses to exercise the GMIB Plus rider at the 12th contract anniversary and elects a life annuity with 5 years of annuity payments guaranteed. Assume the account value has declined due to poor market performance. The 6% Annual Increase Amount would be limited to the maximum of 190% of the total purchase payments, which equals $190,000. Because the 6% Annual Increase Amount ($190,000) is greater than the Highest Anniversary Value ($155,000), the 6% Annual Increase Amount ($190,000) is used as the income base. The income base of $190,000 is applied to the GMIB Annuity Table. This yields annuity payments of $785 per month for life, with a minimum of 5 years guaranteed. (If the same owner were instead age 72, the income base of $190,000 would yield monthly payments of $914; if the owner were age 77, the income base of $190,000 would yield monthly payments of $1,089.) The above example does not take into account the impact of premium and other taxes. As with other pay-out types, the amount you receive as an income payment depends on your age, sex, and the income type you select. THE INCOME BASE IS NOT AVAILABLE FOR CASH WITHDRAWALS AND IS ONLY USED FOR PURPOSES OF CALCULATING THE GUARANTEED MINIMUM INCOME BENEFIT PAYMENT AND THE CHARGE FOR THE BENEFIT. Graphic Example --------------- Prior to annuitization, the two calculations (the 6% Annual Increase Amount and the Highest Anniversary Value) work together to protect your future income. Upon annuitization of the contract, you will receive income payments for life and the income bases and the account value will cease to exist. Also, the GMIB Plus may only be exercised no later than the contract anniversary on or following the contract owner's 90th birthday, after a 10 year waiting period, and then only within a 30 day period following the contract anniversary. [GRAPHIC APPEARS HERE] With the Guaranteed Minimum Income Benefit, the Income Base is applied to special, conservative Guaranteed Minimum Income Benefit annuity purchase factors, which are guaranteed at the time the contract is issued. However, if then-current annuity purchase factors applied to the account value would produce a greater amount of income, then you will receive the greater amount. In other words, when you annuitize your contract you will receive whatever amount produces the greatest income payment. Therefore, if your account value would provide greater income than would the amount provided under the Guaranteed Minimum Income Benefit, you will have paid for the Guaranteed Minimum Income Benefit although it was never used. [GRAPHIC APPEARS HERE] (5) THE GUARANTEED PRINCIPAL OPTION Assume your initial purchase payment is $100,000 and no withdrawals are taken. Assume that the account value at the 10th contract anniversary is $50,000 due to poor market performance, and you exercise the Guaranteed Principal Option at this time. 27 The effects of exercising the Guaranteed Principal Option are: 1) A Guaranteed Principal Adjustment of $100,000 - $50,000 = $50,000 is added to the account value 30 days after the 10th contract anniversary bringing the account value back up to $100,000. 2) The GMIB Plus rider and rider fee terminates as of the date that the adjustment is made to the account value; the variable annuity contract continues. 3) GMIB Plus allocation and transfer restrictions terminate as of the date that the adjustment is made to the account value. [GRAPHIC APPEARS HERE] * Withdrawals reduce the original purchase payment (I.E., those payments credited within 120 days of contract issue date) proportionately and therefore, may have a significant impact on the amount of the Guaranteed Principal Adjustment. (6) THE OPTIONAL STEP-UP: AUTOMATIC ANNUAL STEP-UP Assume your initial investment is $100,000 and no withdrawals are taken. The 6% Annual Increase Amount increases to $106,000 on the first anniversary ($100,000 increased by 6% per year, compounded annually). Assume your account value at the first contract anniversary is $110,000 due to good market performance, and you elected Optional Step-Ups to occur under the Automatic Annual Step-Up feature prior to the first contract anniversary. Because your account value is higher than your 6% Annual Increase Amount, an Optional Step-Up will automatically occur. The effect of the Optional Step-Up is: (1) The 6% Annual Increase Amount automatically resets from $106,000 to $110,000; (2) The 10-year waiting period to annuitize the contract under the Guaranteed Minimum Income Benefit is reset to 10 years from the first contract anniversary; (3) The GMIB Plus rider charge is reset to the fee we charge new contract owners for the same GMIB Plus rider at that time; and (4) The Guaranteed Principal Option can still be elected on the 10th contract anniversary. The 6% Annual Increase Amount increases to $116,600 on the second anniversary ($110,000 increased by 6% per year, compounded annually). Assume your account value at the second contract anniversary is $120,000 due to good market performance, and you have not discontinued the Automatic Annual Step-Up feature. Because your account value is higher than your 6% Annual Increase Amount, an Optional Step-Up will automatically occur. The effect of the Optional Step-Up is: (1) The 6% Annual Increase Amount automatically resets from $116,600 to $120,000; (2) The 10-year waiting period to annuitize the contract under the Guaranteed Minimum Income Benefit is reset to 10 years from the second contract anniversary; (3) The GMIB Plus rider charge is reset to the fee we charge new contract owners for the same GMIB Plus rider at that time; and (4) The Guaranteed Principal Option can still be elected on the 10th contract anniversary. Assume your account value increases by $10,000 at each contract anniversary in years three through seven. At each contract anniversary, your account value would exceed the 6% Annual Increase Amount and an Optional Step-Up would automatically occur (provided you had not discontinued the Automatic Annual Step-Up feature, and other requirements were met). The effect of each Optional Step-Up is: (1) The 6% Annual Increase Amount automatically resets to the higher account value; 28 (2) The 10-year waiting period to annuitize the contract under the Guaranteed Minimum Income Benefit is reset to 10 years from the date of the Optional Step-Up; (3) The GMIB Plus rider charge is reset to the fee we charge new contract owners for the same GMIB Plus rider at that time; and (4) The Guaranteed Principal Option can still be elected on the 10th contract anniversary. After the seventh contract anniversary, the initial Automatic Annual Step-Up election expires. Assume you do not make a new election of the Automatic Annual Step-Up. The 6% Annual Increase Amount increases to $180,200 on the eighth anniversary ($170,000 increased by 6% per year, compounded annually). Assume your account value at the eighth contract anniversary is $160,000 due to poor market performance. An Optional Step-Up is NOT permitted because your account value is lower than your 6% Annual Increase Amount. However, because the Optional Step-Up has locked-in previous gains, the 6% Annual Increase Amount remains at $180,200 despite poor market performance, and, provided the rider continues in effect, will continue to grow at 6% annually (subject to adjustments for additional purchase payments and/or withdrawals) through the contract anniversary on or after your 90th birthday, subject to the 190% maximum increase limitation on the Annual Increase Amount. Also, please note: (1) The 10-year waiting period to annuitize the contract under the Guaranteed Minimum Income Benefit remains at the 17th contract anniversary (10 years from the date of the last Optional Step-Up); (2) The GMIB Plus rider charge remains at its current level; and (3) The Guaranteed Principal Option can still be elected on the 10th contract anniversary. [GRAPHIC APPEARS HERE] THIS SUPPLEMENT SHOULD BE READ AND RETAINED FOR FUTURE REFERENCE 5 Park Plaza, Suite 1900 Telephone: 800-343-8496 Irvine, CA 92614 29 PART C OTHER INFORMATION ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS a. Financial Statements ----------------------------------------------------------------------------------------- The following financial statements of the Separate Account are included in Part B hereof: 1. Report of Independent Registered Public Accounting Firm. 2. Statement of Assets and Liabilities of December 31, 2007. 3. Statement of Operations for the year ended December 31, 2007. 4. Statement of Changes in Net Assets for the years ended December 31, 2007 and 2006. 5. Notes to Financial Statements. The following financial statements of the Company are included in Part B hereof: 1. Report of Independent Registered Public Accounting Firm. 2. Balance Sheets as of December 31, 2007 and 2006. 3. Statements of Income for the years ended December 31, 2007, 2006 and 2005. 4. Statements of Stockholder's Equity for the years ended December 31, 2007, 2006 and 2005. 5. Statements of Cash Flows for the years ended December 31, 2007, 2006 and 2005. 6. Notes to Financial Statements.
The following consolidated financial statements of General American Life Insurance Company (the "Guarantor") are included in Part B hereof: 1. Report of Independent Registered Public Accounting Firm. 2. Consolidated Balance Sheets as of December 31, 2007 and 2006. 3. Consolidated Statements of Income for the years ended December 31, 2007, 2006 and 2005. 4. Consolidated Statements of Stockholder's Equity for the years ended December 31, 2007, 2006 and 2005. 5. Consolidated Statements of Cash Flows for the years ended December 31, 2007, 2006 and 2005. 6. Notes to Consolidated Financial Statements.
b. Exhibits ---------- 1. Resolution of Board of Directors of the Company authorizing the establishment of the Variable Account.(1) 2. Not Applicable. 3. (i) Principal Underwriter's and Selling Agreement. (effective January 1, 2001)(6) (ii) Amendment to Principal Underwriter's and Selling Agreement. (Effective January 1, 2002)(6) (iii) Form of Retail Sales Agreement (MLIDC 11-01-05 (LTC)) (13) (iv) Agreement and Plan of Merger (12-01-04)(MLIDC into GAD) (16) 4. (i) Individual Flexible Purchase Payment Deferred Variable Annuity Contract.(3) (ii) Fixed Account Rider.(3) (iii) Enhanced Dollar Cost Averaging Rider.(3) (iv) Three Month Market Entry Rider.(3) (v) Death Benefit Rider - (Annual Step-Up).(3) (vi) Waiver of Withdrawal Charge for Nursing Home or Hospital Confinement Rider.(3) (vii) Waiver of Withdrawal Charge for Terminal Illness Rider.(3) (viii) Individual Retirement Annuity Endorsement.(3) (ix) Roth Individual Retirement Annuity Endorsement.(3)
(x) 401 Plan Endorsement.(3) (xi) Tax Sheltered Annuity Endorsement.(3) (xii) Unisex Annuity Rates Rider.(3) (xiii) Purchase Payment Credit Rider.(3) (xiv) Simple Individual Retirement Annuity Endorsement.(3) (xv) Endorsement (Name Change effective February 5, 2001. First MetLife Investors Insurance Company; formerly First Cova Life Insurance Company)(2) (xvi) Individual Retirement Annuity Endorsement 6023.1 (9/02)(6) (xvii) Tax Sheltered Annuity Endorsement 6026.1 (9/02)(6) (xviii) Roth Individual Retirement Annuity Endorsement 6024.1 (9/02)(6) (xix) 401 (a)/403 (a) Plan Endorsement 6025.1 (9/02)(6) (xx) Simple Individual Retirement Annuity Endorsement 6276 (9/02)(6) (xxi) Guaranteed Withdrawal Benefit Rider FMLI-690-2 (11/05)(7) (xxii) Guaranteed Withdrawal Benefit Endorsement FMLI-GWB (11/05)-E (7) (xxiii) Guaranteed Minimum Accumulation Benefit Rider - Living Benefit (GMAB) FMLI-670-1 (11/05) (7) (xxiv) Form of Contract Schedule 6028-3 (11/05)-B (8) (xxv) Purchase Payment Credit Rider 6030 (02/02) (8) (xxvi) Designated Beneficiary Non-Qualified Annuity Endorsement FMLI-NQ-1 (11/05)-I (9) (xxvii) Form of Lifetime Guaranteed Withdrawal Benefit Rider (11) (xxviii) Form of Guaranteed Minimum Income Benefit Rider (11) (xxix) Form of Contract Schedule (Enhanced GMIB Plus) (11) (xxx) Lifetime Guaranteed Withdrawal Benefit Rider FMLI-690-3 (6/06) (12) (xxxi) Form of Contract Schedule (Class XC) 6028-3 (11/05)-B (14) (xxxii) Death Benefit Rider - (Principal Protection) 6015 (02/02). (16) (xxxiii) Form of Contract Schedule 6028 (7/08) (filed herewith) (xxxiv) Form of Contract Schedule MLIU-ELGWB (4/08) (filed herewith) (xxxv) Form of Lifetime Guaranteed Withdrawal Benefit Rider FMLI-690-4 (7/08) (filed herewith) (xxxvi) Form of Guaranteed Minimum Income Benefit - Living Benefit Rider FMLI-560-4 (7/08) (filed herewith) 5. (i) Variable Annuity Application.(4) (ii) Form of Variable Annuity Application (Class XC) 4472 (7/05) APPVA1105XCNY (8) (iii) Form of Variable Annuity Application (Class XC) 4472 (1/06)APPVAXCNY 606 (13) (iv) Form of Variable Annuity Application (Class XC) 6252 (4/08)APPXCNY (filed herewith) 6. (i) Copy of Articles of Incorporation of the Company.(2) (ii) Copy of Amended and Restated Bylaws of the Company.(4) 7. (i) Reinsurance Agreement between First MetLife Investors Insurance Company and Metropolitan Life Insurance Company.(5) (ii) Reinsurance Agreement and Administrative Services Agreement between First MetLife Investors Insurance Company and Metropolitan Life Insurance Company. (19) 8. (i) Participation Agreement among Met Investors Series Trust, Met Investors Advisory Corp., MetLife Investors Distribution Company and First MetLife Investors Insurance Company.(3) (ii) Participation Agreement among Metropolitan Series Fund, Inc., Metropolitan Life Insurance Company and First MetLife Investors Insurance Company (February 1, 2001)(6) (iii) Participation Agreement Among Metropolitan Series Fund, Inc., MetLife Advisors, LLC, Metropolitan Life Insurance Company and First MetLife Investors Insurance Company (effective July 1, 2004) (10) (iv) Form of Net Worth Agreement (12) (v) Guarantee Agreement (General American Life Insurance Company) (June 1, 1995)(15) (vi) Participation Agreement Among Metropolitan Series Fund, Inc., MetLife Advisers, LLC, MetLife Securities, Inc. and First MetLife Investors Insurance Company (effective April 30, 2007) (16)
(vii) Participation Agreement Among Metropolitan Series Fund, Inc., MetLife Advisers, LLC, MetLife Investors Distribution Company and First MetLife Investors Insurance Company (effective August 31, 2007) (18) 9. (i) Opinion of Counsel.(16) (ii) Opinion of Counsel (General American Life Insurance Company) (15) 10. Consent of Independent Registered Public Accounting Firm for the Depositor, Registrant and the Guarantor (to be filed by amendment) 11. Not Applicable. 12. Not Applicable. 13. (i) Powers of Attorney for Norse N. Blazzard, Michael K. Farrell, Elizabeth M. Forget, George Foulke, Jay S. Kaduson, Richard A. Hemmings, Richard C. Pearson, Thomas A. Price, Jeffrey A. Tupper, Robert L. Davidow, Paul A. Sylvester, Charles V. Curcio and Lisa S. Kuklinski.(16) (ii) Powers of Attorney (General American Life Insurance Company) for Lisa M. Weber, Michael K. Farrell, William J. Mullaney, James L. Lipscomb, Stanley J. Talbi, Michael J. Vietri, William J. Wheeler, Anthony J. Williamson, and Joseph J. Prochaska, Jr. (16) (iii) Power of Attorney (General American Life Insurance Company) for James J. Reilly. (17) (1) incorporated herein by reference to Registrant's Post-Effective Amendment No. 4 to Form N-4 (File Nos. 033-74174 and 811-08306) as electronically filed on December 30, 1999. (2) incorporated herein by reference to Registrant's Post-Effective Amendment No. 7 to Form N-4 (File Nos. 033-74174 and 811-08306) as electronically filed on May 1, 2001. (3) incorporated herein by reference to Registrant's Form N-4 (File Nos. 333-96777 and 811-08306) as electronically filed on July 19, 2002. (4) incorporated herein by reference to Registrant's Pre-Effective Amendment No. 1 to Form N-4 (File Nos. 333-96777 and 811-08306) as electronically filed on October 15, 2002. (5) incorporated herein by reference to Registrant's Post-Effective Amendment No. 3 to Form N-4 (File Nos. 333-96777 and 811-08306) as electronically filed on April 30, 2003. (6) incorporated herein by reference to Registrant's Post-Effective Amendment No. 4 to Form N-4 (File Nos. 333-96773 and 811-08306) as electronically filed on November 2, 2004. (7) incorporated herein by reference to Registrant's Post-Effective Amendment No. 6 to Form N-4 (File Nos. 333-96773 and 811-08306) as electronically filed on July 14, 2005. (8) incorporated herein by reference to Registrant's Post-Effective Amendment No.7 to Form N-4 (File Nos. 333-96777 and 811-08306) as electronically filed on July 15, 2005. (9) incorporated herein by reference to Registrant's Post-Effective Amendment No.7 to Form N-4 (File Nos. 333-96773 and 811-08306) as electronically filed on September 9, 2005. (10) incorporated herein by reference to Registrant's Post-Effective Amendment No. 8 to Form N-4 (File Nos. 333-96773 and 811-08306) as electronically filed on October 7, 2005. (11) incorporated herein by reference to Registrant's Post-Effective Amendment No. 16 to Form N-4 (File Nos. 333-54464 and 811-03365) as electronically filed on January 13, 2006. (12) incorporated herein by reference to Registrant's Post-Effective Amendment No.10 to Form N-4 (File Nos. 333-96773 and 811-08306) as electronically filed on April 21, 2006. (13) incorporated herein by reference to MetLife Investors USA Separate Account A's Post-Effective Amendment No. 19 to Form N-4 (File Nos. 333-54464 and 811-03365) as electronically filed on April 24, 2006. (14) incorporated herein by reference to Registrant's Post-Effective Amendment No. 9 to Form N-4 (File Nos. 333-96777 and 811-08306) as electronically filed on April 21, 2006. (15) incorporated herein by reference to Registrant's Post-Effective Amendment No. 11 to Form N-4 (File Nos. 333-96795 and 811-08306) as electronically filed on July 27, 2006. (16) incorporated herein by reference to Registrant's Post-Effective Amendment No. 13 to Form N-4 (File Nos. 333-96777 and 811-08306) as electronically filed on April 18, 2007. (17) incorporated herein by reference to Registrant's Post-Effective Amendment No. 14 to Form N-4 (File Nos. 333-96777 and 811-08306) as electronically filed on July 12, 2007.
(18) incorporated herein by reference to Registrant's Post-Effective Amendment No. 15 to Form N-4 (File Nos. 333-96773 and 811-08306) as electronically filed on October 31, 2007. (19) incorporated herein by reference to Registrant's Post-Effective Amendment No. 22 to Form N-4 (File Nos. 333-96777 and 811-08306) as electronically filed on April 18, 2008.
ITEM 25. DIRECTORS AND OFFICERS OF THE DEPOSITOR The following are the Officers and Directors who are engaged directly or indirectly in activities relating to the Registrant or the variable annuity contracts offered by the Registrant and the executive officers of the Company:
NAME AND PRINCIPAL BUSINESS ADDRESS POSITIONS AND OFFICES WITH DEPOSITOR - ------------------------------------- ------------------------------------------------------------------ Michael K. Farrell Chairman of the Board, President, 10 Park Avenue Chief Executive Officer and Director Morristown, NJ 07962 Norse N. Blazzard Director 1600 South Federal Highway Suite 500, Federal Tower Pompano Beach, FL 33062 Charles V. Curcio Vice President-Finance (principal financial officer and principal 501 Route 22 accounting officer) Bridgewater, NJ 08807 Jay S. Kaduson Vice President and Director 10 Park Avenue Morristown, NJ 07962 Robert L. Davidow Director 367 Stanwich Road Greenwich, CT 06830 Elizabeth M. Forget Executive Vice President and Director 260 Madison Avenue New York, NY 10016 George Foulke Director 334 Madison Avenue Convent Station, NJ 07961 Richard A. Hemmings Director Fidelity Life Associates 1211 West 22nd Street Oak Brook, IL 60523 Lisa S. Kuklinski Vice President and Director 260 Madison Avenue New York, NY 10016 Thomas A. Price Director 66 Davison Lane East West Islip, NY 11795 Paul A. Sylvester Director 10 Park Avenue Morristown, NJ 07962 Kevin J. Paulson Senior Vice President 4700 Westown Parkway West Des Moines, IA 50266 Richard C. Pearson Vice President, 5 Park Plaza Associate General Counsel, Secretary and Director Suite 1900 Irvine, CA 92614
NAME AND PRINCIPAL BUSINESS ADDRESS POSITIONS AND OFFICES WITH DEPOSITOR - ------------------------------------- --------------------------------------- Jeffrey A. Tupper Assistant Vice President and Director 5 Park Plaza Suite 1900 Irvine, CA 92614 Jeffrey N. Altman Vice President 1 MetLife Plaza 27-01 Queens Plaza North Long Island City, NY 11101 Roberto Baron Vice President 1 MetLife Plaza 27-01 Queens Plaza North Long Island City, NY 11101 Jonathan L. Rosenthal Vice President, Chief Hedging Officer 10 Park Avenue Morristown, NJ 07962 Betty Davis Vice President 1125 17th Street Suite 800 Denver, CO 80202 Brian C. Kiel Vice President, Appointed Actuary 501 Route 22 Bridgewater, NJ 08807 Debora L. Buffington Vice President, Director of Compliance 5 Park Plaza Suite 1900 Irvine, CA 92614 Christopher A. Kremer Vice President 501 Boylston Street Boston, MA 02116 Marian J. Zeldin Vice President 300 Davidson Avenue Somerset, NJ 08873 Karen A. Johnson Vice President 501 Boylston Street Boston, MA 02116 Deron J. Richens Vice President 5 Park Plaza Suite 1900 Irvine, CA 92614 Paul L. LeClair Vice President 501 Boylston Street Boston, MA 02116 Robert L. Staffier Vice President 501 Boylston Street Boston, MA 02116 Mark S. Reilly Vice President 185 Asylum Street Hartford, CT 06103 Gene Lunman Vice President 185 Asylum Street Hartford, CT 06103 Garth A. Bernard Vice President 501 Boylston Street Boston, MA 02116
NAME AND PRINCIPAL BUSINESS ADDRESS POSITIONS AND OFFICES WITH DEPOSITOR - ------------------------------------- ------------------------------------- Gregory E. Illson Vice President 501 Boylston Street Boston, MA 02116 Bennett D. Kleinberg Vice President 185 Asylum Street Hartford, CT 06103 Jeffrey P. Halperin Vice President 1 MetLife Plaza 27-01 Queens Plaza North Long Island City, NY 11101 Eric T. Steigerwalt Treasurer 1 MetLife Plaza 27-01 Queens Plaza North Long Island City, NY 11101
ITEM 26. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE DEPOSITOR OR REGISTRANT The Registrant is a separate account of First MetLife Investors Insurance Company under New York state insurance law. First MetLife Investors Insurance Company is a wholly-owned direct subsidiary of MetLife, Inc., a publicly traded company. The following outline indicates those entities that are controlled by MetLife, Inc. or are under the common control of MetLife, Inc. No person is controlled by the Registrant. ORGANIZATIONAL STRUCTURE OF METLIFE, INC. AND SUBSIDIARIES AS OF DECEMBER 31, 2007 The following is a list of subsidiaries of MetLife, Inc. updated as of December 31, 2007. 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. MetLife Taiwan Insurance Company Limited (Taiwan) E. Metropolitan Tower Life Insurance Company (DE) 1. TH Tower NGP, LLC (DE) 2. Partners Tower, L.P. (DE) - a 99% limited partnership interest of Partners Tower, L.P. is held by Metropolitan Tower Life Insurance Company and 1% general partnership interest is held by TH Tower NGP, LLC (DE) 3. TH Tower Leasing, LLC (DE) 4. MetLife Reinsurance Company of Charleston (SC) 5. MetLife Reinsurance Company of Vermont (VT) 6. Entrecap Real Estate II, LLC (DE) a) PREFCO Dix-Huit LLC (CT) b) PREFCO X Holdings LLC (CT) c) PREFCO Ten Limited Partnership (CT) - a 99.9% limited partnership interest of PREFCO Ten Limited Partnership is held by Entrecap Real Estate II, LLC and 0.1% general partnership is held by PREFCO X Holdings LLC. a) PREFCO Vingt LLC (CT) b) PREFCO Twenty Limited Partnership (CT) - a 99% limited partnership interest of PREFCO Twenty Limited Partnership is held by Entrecap Real Estate II, LLC and 1% general partnership is held by PREFCO Vingt LLC. 7. Plaza Drive Properties, LLC (DE) 8. MTL Leasing, LLC (DE) a) PREFCO IX Realty LLC (CT) b) PREFCO XIV Holdings LLC (CT) c) PREFCO Fourteen Limited Partnership (CT) - a 99.9% limited partnership interest of PREFCO Fourteen Limited Partnership is held by MTL Leasing, LLC and 0.1% general partnership is held by PREFCO XIV Holdings LLC. F. MetLife Pensiones S.A. (Mexico)- 97.4738% is owned by MetLife, Inc. and 2.5262% is owned by MetLife International Holdings, Inc. G. 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. H. MetLife Mexico S.A. (Mexico)- 98.70541% is owned by MetLife, Inc., 1.29459% is owned by MetLife International Holdings, Inc. 1. MetLife Afore, S.A. de C.V. (Mexico)- 99.99% is owned by MetLife Mexico S.A. (Mexico) and 0.01% is owned by MetLife Pensiones S.A. a) Met1 SIEFORE, S.A. de C.V. (Mexico)- 99.99% is owned by MetLife Afore, S.A. de C.V. and 0.01% is owned by MetLife Mexico S.A. (Mexico) b) Met2 SIEFORE, S.A. de C.V. (Mexico)- 99.99% is owned by MetLife Afore, S.A. de C.V. and 0.01% is owned by MetLife Mexico S.A. (Mexico) c) MetA SIEFORE, S.A. de C.V. (Mexico)- 99.9% is owned by MetLife Afore, S.A. de C.V. and 0.01% is owned by MetLife Mexico S.A. (Mexico) I. MetLife Mexico Servicios, S.A. de C.V. (Mexico)- 98% is owned by MetLife, Inc. and 2% is owned by MetLife International Holdings, Inc. J. MetLife Seguros de Vida S.A. (Uruguay) K. MetLife Securities, Inc. (DE) L. Enterprise General Insurance Agency, Inc. (DE) 1. MetLife General Insurance Agency of Texas, Inc. (DE) 2. MetLife General Insurance Agency of Massachusetts, Inc. (MA) 1 M. Metropolitan Property and Casualty Insurance Company (RI) 1. Metropolitan General Insurance Company (RI) 2. Metropolitan Casualty Insurance Company (RI) 3. Metropolitan Direct Property and Casualty Insurance Company (RI) 4. Met P&C Managing General Agency, Inc. (TX) 5. MetLife Auto & Home Insurance Agency, Inc. (RI) 6. Metropolitan Group Property and Casualty Insurance Company (RI) a) Metropolitan Reinsurance Company (U.K.) Limited (United Kingdom) 7. Metropolitan Lloyds, Inc. (TX) a) Metropolitan Lloyds Insurance Company of Texas (TX)- Metropolitan Lloyds Insurance Company of Texas, an affiliated association, provides automobile, 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. 8. Economy Fire & Casualty Company (IL) a) Economy Preferred Insurance Company (IL) b) Economy Premier Assurance Company (IL) N. Cova Corporation (MO) 1. Texas Life Insurance Company (TX) 2. Cova Life Management Company (DE) O. MetLife Investors Insurance Company (MO) P. First MetLife Investors Insurance Company (NY) Q. Walnut Street Securities, Inc. (MO) R. Newbury Insurance Company, Limited (BERMUDA) S. MetLife Investors Group, Inc. (DE) 1. MetLife Investors Distribution Company (MO) 2. Met Investors Advisory, LLC (DE) 3. MetLife Investors Financial Agency, Inc. (TX) 2 T. MetLife International Holdings, Inc. (DE) 1. MetLife Mexico Cares, S.A. de C.V. (Mexico) a) Fundacion MetLife Mexico, A.C. (Mexico) 2. Natiloportem Holdings, Inc. (DE) a) Servicios Administrativos Gen, S.A. de C.V. (Mexico) (1) MLA Comercial, S.A. de C.V. (Mexico) 99% is owned by Servicios Administrativos Gen, S.A. de C.V. and 1% is owned by MetLife Mexico Cares, S.A. de C.V. (2) MLA Servicios, S.A. de C.V. (Mexico) 99% is owned by Servicios Administrativos Gen, S.A. de C.V. and 1% is owned by MetLife Mexico Cares, S.A. de C.V. 3. MetLife India Insurance Company Private Limited (India)- 26% is owned by MetLife International Holdings, Inc. and 74% is owned by third parties. 4. Metropolitan Life Insurance Company of Hong Kong Limited (Hong Kong)- 99.99905% is owned by MetLife International Holdings, Inc. and 0.00095% is owned by Natiloporterm Holdings, Inc. 5. Metropolitan Life Seguros de Retiro S.A. (Argentina)- 95.23% is owned by MetLife International Holdings, Inc. and 4.77% is owned by Natiloportem Holdings, Inc. 6. Metropolitan Life Seguros de Vida S.A. (Argentina)- 95.2499% is owned by MetLife International Holdings, Inc. and 4.7473% is owned by Natiloportem Holdings, Inc. 7. MetLife Insurance Company of Korea Limited (South Korea)- 21.22% of MetLife Insurance Company of Korea Limited is owned by MetLife, Mexico, S.A. and 78.78% is owned by Metlife International Holdings, Inc. 8. Metropolitan Life Seguros e Previdencia Privada S.A. (Brazil)- 74.5485235740% is owned by MetLife International Holdings, Inc. and 25.451476126% is owned by MetLife Worldwide Holdings, Inc. and 0.0000003% is owned by Natiloportem Holdings, Inc. 9. MetLife Global, Inc. (DE) 10. MetLife Administradora de Fundos Multipatrocinados Ltda (Brazil) - 95.4635% is owned by MetLife International Holdings, Inc. and 4.5364% is owned by Natiloportem Holdings, Inc. 11. MetLife Insurance Limited (United Kingdom) 12. MetLife General Insurance Limited (Australia) 13. MetLife Limited (United Kingdom) 14. MetLife Insurance S.A./NV (Belgium) - 99.9% is owned by MetLife International Holdings, Inc. and 0.1% is owned by third parties. 15. MetLife Services Limited (United Kingdom) 16. MetLife Insurance Limited (Australia) a) MetLife Insurance and Investment Trust (Australia) b) MetLife Investments Pty Limited (Australia) c) MetLife Services (Singapore) PTE Limited (Australia) 17. Siembra Seguros de Retiro S.A. (Argentina) - 96.8819% is owned by MetLife International Holdings, Inc. and 3.1180% is owned by Natiloportem Holdings, Inc. 18. Best Market S.A. (Argentina) - 5% of the shares are held by Natiloportem Holdings, Inc. and 94.9999% is owned by MetLife International Holdings Inc. 19. Compania Previsional MetLife S.A. (Brazil) - 95.4635% is owned by MetLife International Holdings, Inc. and 4.5364% is owned by Natiloportem Holdings, Inc. (a) Met AFJP S.A. (Argentina) - 75.4088% of the shares of Met AFJP S.A. are held by Compania Previsional MetLife SA, 19.5912% is owned by Metropolitan Life Seguros de Vida SA, 3.9689% is held by Natiloportem Holdings, Inc. and 1.0310% is held by Metropolitan Life Seguros de Retiro SA. 20. MetLife Worldwide Holdings, Inc. (DE) a) MetLife Towarzystwo Ubezpieczen na Zycie Spolka Akcyjna. (Poland) b) MetLife Direct Co., Ltd. (Japan) c) MetLife Fubon Limited (Japan) U. Metropolitan Life Insurance Company (NY) 1. 334 Madison Euro Investments, Inc. (DE) a) Park Twenty Three Investments Company (United Kingdom)- 1% voting control of Park Twenty Three Investments Company is held by St. James Fleet Investments Two Limited. 1% of the shares of Park Twenty Three Investments Company is held by Metropolitan Life Insurance Company. 99% is owned by 334 Madison Euro Investment, Inc. (1) Convent Station Euro Investments Four Company (United Kingdom)- 1% voting control of Convent Station Euro Investments Four Company is held by 334 Madison Euro Investments, Inc. as nominee for Park Twenty Three Investments Company. 99% is owned by Park Twenty Three Investments Company. 2. 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. 3. One Madison Investments (Cayco) Limited (Cayman Islands)- 10.1% voting control of One Madison Investments (Cayco) Limited is held by Convent Station Euro Investments Four Company. 89.9% of the shares of One Madison Investments (Cayco) Limited is held by Metropolitan Life Insurance Company. 4. CRB Co, Inc. (MA)- AEW Real Estate Advisors, Inc. holds 49,000 preferred non-voting shares and AEW Advisors, Inc. holds 1,000 preferred non-voting shares of CRB, Co., Inc. 5. GA Holding Corp. (MA) 3 6. Thorngate, LLC (DE) 7. Alternative Fuel I, LLC (DE) 8. Transmountain Land & Livestock Company (MT) 9. MetPark Funding, Inc. (DE) 10. HPZ Assets LLC (DE) 11. Missouri Reinsurance (Barbados), Inc. (Barbados) 12. Metropolitan Tower Realty Company, Inc. (DE) a) Midtown Heights, LLC (DE) 13. MetLife Real Estate Cayman Company (Cayman Islands) 14. Metropolitan Marine Way Investments Limited (Canada) 15. MetLife Private Equity Holdings, LLC (DE) 16. 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 and 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. c) MetLife Capital Credit L.P. (DE)- 1% General Partnership interest is held by 23rd Street Investments, Inc., 99% Limited Partnership Interest is held by Metropolitan Life Insurance Company. d) MetLife Capital Limited Partnership (DE)- 1% General Partnership interest is held by 23rd Street Investments, Inc., 99% Limited Partnership Interest is held by Metropolitan Life Insurance Company. 17. Metropolitan Realty Management, Inc. (DE) 18. Hyatt Legal Plans, Inc. (DE) a) Hyatt Legal Plans of Florida, Inc. (FL) 19. MetLife Holdings, Inc. (DE) a) MetLife Credit Corp. (DE) b) MetLife Funding, Inc. (DE) 4 20. Bond Trust Account A (MA) 21. MetLife Investments Asia Limited (Hong Kong). 22. MetLife Investments Limited (United Kingdom)- 23rd Street Investments, Inc. holds one share of MetLife Investments Limited. 23. MetLife Latin America Asesorias e Inversiones Limitada (Chile)- 23rd Street Investments, Inc. holds 0.01% of MetLife Latin America Asesorias e Inversiones Limitada. 24. New England Life Insurance Company (MA) a) MetLife Advisers, LLC (MA) b) New England Securities Corporation (MA) 25. GenAmerica Financial, LLC (MO) a) GenAmerica Capital I (DE) b) General American Life Insurance Company (MO) (1) GenAmerica Management Corporation (MO) 5 (2) Reinsurance Group of America, Incorporated (MO) - 52% is owned by General American Life Insurance Company. (a) Reinsurance Company of Missouri, Incorporated (MO) (i) Timberlake Financial, L.L.C. (DE) (A) Timberlake Reinsurance Company II (SC) (ii) RGA Reinsurance Company (MO) (A) Reinsurance Partners, Inc. (MO) (iii) Parkway Reinsuarnce Company (MO) (b) RGA Worldwide Reinsurance Company, Ltd. (Barbados) (c) RGA Atlantic Reinsurance Company, Ltd. (Barbados) (d) RGA Americas Reinsurance Company, Ltd. (Barbados) (e) RGA Reinsurance Company (Barbados) Ltd. (Barbados) (i) RGA Financial Group, L.L.C. (DE)- 80% is owned by RGA Reinsurance Company (Barbados) Ltd. RGA Reinsurance Company also owns a 20% non-equity membership in RGA Financial Group, L.L.C. (f) RGA Life Reinsurance Company of Canada (Canada) (g) RGA International Corporation (Nova Scotia/Canada) (h) RGA Holdings Limited (U.K.) (United Kingdom) (i) RGA UK Services Limited (United Kingdom) (ii) RGA Capital Limited U.K. (United Kingdom) (iii) RGA Reinsurance (UK) Limited (United Kingdom) (iv) RGA Services India Private Limited (India) - Reinsurance Group of America Incorporated owns 99% of RGA Services India Private Limited and RGA Holdings Limited owns 1%. (i) RGA South African Holdings (Pty) Ltd. (South Africa) (i) RGA Reinsurance Company of South Africa Limited (South Africa) (j) RGA Australian Holdings PTY Limited (Australia) (i) RGA Reinsurance Company of Australia Limited (Australia) (ii) RGA Asia Pacific PTY, Limited (Australia) (k) General American Argentina Seguros de Vida, S.A. (Argentina) - 95% of General American Argentina Seguros de Vida, S.A. is owned by Reinsurance Group of America, Incorporated and 5% is owned by RGA Reinsurance Company (Barbados) Ltd. 6 (l) RGA Technology Partners, Inc. (MO) (m) RGA International Reinsurance Company (Ireland) (n) RGA Capital Trust I (DE) (i) RGA Global Reinsurance Company, Ltd. (Bermuda) 26. Corporate Real Estate Holdings, LLC (DE) 27. Ten Park SPC (CAYMAN ISLANDS ) - 1% voting control of Ten Park SPC is held by 23rd Street Investments, Inc. 28. MetLife Tower Resources Group, Inc. (DE) 29. Headland - Pacific Palisades, LLC (CA) 30. Headland Properties Associates (CA) - 1% is owned by Headland - Pacific Palisades, LLC and 99% is owned by Metropolitan Life Insurance Company. 31. Krisman, Inc. (MO) 32. Special Multi-Asset Receivables Trust (DE) 33. White Oak Royalty Company (OK) 34. 500 Grant Street GP LLC (DE) 35. 500 Grant Street Associates Limited Partnership (CT) - 99% of 500 Grant Street Associates Limited Partnership is held by Metropolitan Life Insurance Company and 1% by 500 Grant Street GP LLC 36. MetLife Canada/MetVie Canada (Canada) 37. MetLife Retirement Services LLC (NJ) a) MetLife Investment Funds Services LLC (NJ) b) MetLife Investment Funds Management LLC (NJ) c) MetLife Associates LLC (DE) 38. Euro CL Investments LLC (DE) 39. MEX DF Properties, LLC (DE) 40. MSV Irvine Property, LLC (DE) - 4% of MSV Irvine Property, LLC is owned by Metropolitan Tower Realty Company, Inc. and 96% is owned by Metropolitan Life Insurance Company 41. MetLife Properties Ventures, LLC (DE) a) Citypoint Holdings II Limited (UK) 42. Housing Fund Manager, LLC (DE) 43. MTC Fund I, LLC (DE) 0.01% of MTC Fund I, LLC is held by Housing Fund Manager, LLC. 44. MTC Fund II, LLC (DE) V. MetLife Capital Trust II (DE) W. MetLife Capital Trust III (DE) X. MetLife Capital Trust IV (DE) Y. MetLife Insurance Company of Connecticut (CT) - 86.72% is owned by MetLife, Inc. and 13.28% is owned by MetLife Investors Group, Inc. (Life Department)(Accident Department) The operations of the Accident Department have ceased as a result of the transfer of the worker's compensation business to an unrelated party. 1. 440 South LaSalle LLC (DE) 2. Pilgrim Investments Oakmont Lane, LLC (DE) - 50% is owned by MetLife Insurance Company of Connecticut and 50% is owned by a third party. 3. Pilgrim Alternative Investments Opportunity Fund I, LLC (DE) - 67% is owned by MetLife Insurance Company of Connecticut, and 33% is owned by third party. 4. Pilgrim Alternative Investments Opportunity Fund III Associates, LLC (CT) - 67% is owned by MetLife Insurance Company of Connecticut, and 33% is owned by third party. 5. Pilgrim Investments Highland Park, LLC (DE) 6. Metropolitan Connecticut Properties Ventures, LLC (DE) 7. MetLife Canadian Property Ventures LLC (NY) 8. Euro TI Investments LLC (DE) 9. Greenwich Street Investments, LLC (DE) a) Greenwich Street Capital Offshore Fund, Ltd. (Virgin Islands) b) Greenwich Street Investments, L.P. (DE) 10. Hollow Creek, L.L.C. (CT) 11. One Financial Place Corporation (DE) - 100% is owned in the aggregate by MetLife Insurance Company of Connecticut. 12. One Financial Place Holdings, LLC (DE)-100% is owned in the aggregate by MetLife Insurance Company of Connecticut. 13. Plaza LLC (CT) a) Tower Square Securities, Inc. (CT) 1) Tower Square Securities Insurance Agency of New Mexico, Inc. (NM) 2) Tower Square Securities Insurance Agency of Ohio, Inc. (OH) 99% is owned by Tower Square Securities, Inc. 14. TIC European Real Estate LP, LLC (DE) 15. MetLife European Holdings, Inc. (UK) a) MetLife Europe Limited (IRELAND) (i) MetLife Pensions Trustees Limited (UK) b) MetLife Assurance Limited (UK) 16. Travelers International Investments Ltd. (Cayman Islands) 17. Euro TL Investments LLC (DE) 18. Corrigan TLP LLC (DE) 19. TLA Holdings LLC (DE) a) The Prospect Company (DE) 1) Panther Valley, Inc. (NJ) 20. TRAL & Co. (CT) - TRAL & Co. is a general partnership. Its partners are MetLife Insurance Company of Connecticut and Metropolitan Life Insurance Company. 21. Tribeca Distressed Securities L.L.C. (DE) 22. MetLife Investors USA Insurance Comapny (DE) 23. MetLife Property Ventures Canada ULC (Canada) Z. MetLife Reinsurance Company of South Carolina (SC) AA. MetLife Investment Advisors Company, LLC (DE) BB. MetLife Standby I, LLC (DE) 1. MetLife Exchange Trust I (DE) CC. MetLife Services and Solutions, LLC (DE) 1. MetLife Solutions Pte. Ltd. (Singapore) (i) MetLife Services East Private Limited (India) DD. Soap Acquisition Corporation (NY) 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 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. 2) 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), a direct wholly owned subsidiary of MetLife, Inc. 3) 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. 4) The Metropolitan Money Market Pool and MetLife Intermediate Income Pool are pass-through investment pools, of which Metropolitan Life Insurance Company and/or its subsidiaries and/or affiliates are general partners. 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. 7 ITEM 27. NUMBER OF CONTRACT OWNERS As of April 30, 2008 there were 3,375 qualified contract owners and 2,595 non-qualified contract owners of Class XC contracts. ITEM 28. INDEMNIFICATION The Depositor's parent, MetLife, Inc. has secured a Financial Institution Bond in the amount of $50,000,000, subject to a $5,000,000 deductible. MetLife, Inc. also maintains a Directors & Officers Liability and Corporate Reimbursement Insurance Policy with limits of $400 million under which the Depositor and MetLife Investors Distribution Company, the Registrant's underwriter (the "underwriter"), as well as certain other subsidiaries of MetLife are covered. A provision in MetLife, Inc.'s by-laws provides for the indemnification (under certain circumstances) of individuals serving as directors or officers of certain organizations, including the Depositor and the Underwriter. The Bylaws of the Company (Article VII, Section VII.1) provide that: The Corporation may indemnify any person made, or threatened to be made, a party to an action by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he or she, his or her testator, testatrix or interstate, is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director or officer of any other corporation of any type or kind, domestic or foreign, of any partnership, joint venture, trust, employee benefit plan or other enterprise, against amounts paid in settlement and reasonable expenses, including attorneys' fees, actually and necessarily incurred by him or her in connection with the defense or settlement of such action, or in connection with an appeal therein, if such director or officer acted, in good faith, for a purpose which he or she reasonably believed to be in, or, in the case of service for any other corporation or any partnership, joint venture, trust, employee benefit plan or other enterprise, not opposed to, the best interests of the Corporation, except that no indemnification under this Section shall be made in respect of (1) a threatened action, or a pending action which is settled or is otherwise disposed of, or (2) any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation, unless and only to the extent that the court in which the action was brought, or, if no action was brought, any court of competent jurisdiction, determines upon application that, in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such portion of the settlement amount and expenses as the court deems proper. The Corporation may indemnify any person made, or threatened to be made, a party to an action or proceeding (other than one by or in the right of the Corporation to procure a judgment in its favor), whether civil or criminal, including an action by or in the right of any other corporation of any type or kind, domestic or foreign, or any partnership, joint venture, trust, employee benefit plan or other enterprise, which any director or officer of the Corporation served in any capacity at the request of the Corporation, by reason of the fact that he or she, his or her testator, testatrix or intestate, was a director or officer of the Corporation, or served such other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise in any capacity, against judgments, fines, amounts paid in settlement and reasonable expenses, including attorneys' fees actually and necessarily incurred as a result of such action or proceeding, or any appeal therein, if such director or officer acted, in good faith, for a purpose which he or she reasonably believed to be in, or, in the case of service for any other corporation or any partnership, joint venture, trust, employee benefit plan or other enterprise, not opposed to, the best interests of the Corporation and, in criminal actions or proceedings, in addition, had no reasonable cause to believe that his or her conduct was unlawful. The termination of any such civil or criminal action or proceeding by judgment, settlement, conviction or upon a plea of nolo contendere, or its equivalent, shall not in itself create a presumption that any such director or officer did not act, in good faith, for a purpose which he or she reasonably believed to be in, or, in the case of service for any other corporation or any partnership, joint venture, trust, employee benefit plan or other enterprise, not opposed to, the best interest of the Corporation or that he or she had reasonable cause to believe that his or her conduct was unlawful. A person who has been successful, on the merits or otherwise, in the defense of a civil or criminal action or proceeding of the character described in the first two paragraphs of this Article VII, shall be entitled to indemnification as authorized in such paragraphs. Except as provided in the preceding sentence and unless ordered by a court, any indemnification under such paragraphs shall be made by the Corporation, only if authorized in the specific case: (1) By the Board of Directors acting by a quorum consisting of directors who are not parties to such action or proceeding upon a finding that the director, officer or employee has met the standard of conduct set forth in the first two paragraphs of this Article VII, as the case may be or (2) If such a quorum is not obtainable with due diligence or, even if obtainable, a quorum of disinterested directors so directs, (a) By the Board of Directors upon the opinion in writing of independent legal counsel that indemnification is proper in the circumstances because the applicable standard of conduct set forth in the first two paragraphs of this Article VII has been met by such director, officer or employee, or (b) By the shareholders upon a finding that the director, officer or employee has met the applicable standard of conduct set forth in such paragraphs. Expenses, including attorneys' fees, incurred in defending a civil or criminal action or a proceeding may be paid by the Corporation in advance of the final disposition of such action or proceeding, if authorized in accordance with the preceding paragraph, subject to repayment to the Corporation in case the person receiving such advancement is ultimately found, under the procedure set forth in this Article VII, not to be entitled to indemnification or, where indemnification is granted, to the extent the expenses so advanced by the Corporation exceed the indemnification to which he or she is entitled. Nothing herein shall affect the right of any person to be awarded indemnification or, during the pendency of litigation, an allowance of expenses, including attorneys' fees, by a court in accordance with the law. If any expenses or other amounts are paid by way of indemnification, otherwise than by court order or action by the shareholders, the Corporation shall, not later than the next annual meeting of shareholders unless such meeting is held within three months from the date of such payment, and in any event, within fifteen months from the date of such payment, mail to its shareholders of record at the time entitled to vote for the election of directors a statement specifying the persons paid, the amounts paid, and the nature and status at the time of such payment of the litigation or threatened litigation. The Corporation shall have the power, in furtherance of the provisions of this Article VII, to apply for, purchase and maintain insurance of the type and in such amounts as is or may hereafter be permitted by Section 726 of the Business Corporation Law. No payment of indemnification, advancement or allowance under Sections 721 to 726, inclusive, of the Business Corporation Law shall be made unless a notice has been filed with the Superintendent of Insurance of the State of New York, not less than thirty days prior to such payment, specifying the persons to be paid, the amounts to be paid, the manner in which such payment is authorized and the nature and status, at the time of such notice, of the litigation or threatened litigation. Insofar as indemnification for liability arising under the Securities Act of 1933 may be permitted to directors and officers or controlling persons of the Company pursuant to the foregoing, or otherwise, the Company has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by the director, officer or controlling person of the Company in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with securities being registered, the Company will, unless in the opinion of its counsel the matter has been settled by controling 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) MetLife Investors Distribution Company is the principal underwriter for the following investment companies (other than Registrant): Met Investors Series Trust MetLife Investors USA Separate Account A MetLife Investors USA Variable Life Account A MetLife Investors Variable Annuity Account One MetLife Investors Variable Annuity Account Five MetLife Investors Variable Life Account One MetLife Investors Variable Life Account Five General American Separate Account Eleven General American Separate Account Twenty-Eight General American Separate Account Twenty-Nine General American Separate Account Two Security Equity Separate Account Twenty-Six Security Equity Separate Account Twenty-Seven MetLife of CT Fund U for Variable Annuities MetLife of CT Fund BD for Variable Annuities MetLife of CT Fund BD II for Variable Annuities MetLife of CT Fund BD III for Variable Annuities MetLife of CT Fund BD IV for Variable Annuities MetLife of CT Fund ABD for Variable Annuities MetLife of CT Fund ABD II for Variable Annuities MetLife of CT Separate Account PF for Variable Annuities MetLife of CT Separate Account PF II for Variable Annuities MetLife of CT Separate Account QP for Variable Annuities MetLife of CT Separate Account QPN for Variable Annuities MetLife of CT Separate Account TM for Variable Annuities MetLife of CT Separate Account TM II for Variable Annuities MetLife of CT Separate Account Five for Variable Annuities MetLife of CT Separate Account Six for Variable Annuities MetLife of CT Separate Account Seven for Variable Annuities MetLife of CT Separate Account Eight for Variable Annuities MetLife of CT Separate Account Nine for Variable Annuities MetLife of CT Separate Account Ten for Variable Annuities MetLife of CT Fund UL for Variable Life Insurance MetLife of CT Fund UL II for Variable Life Insurance MetLife of CT Fund UL III for Variable Life Insurance MetLife of CT Variable Life Insurance Separate Account One MetLife of CT Variable Life Insurance Separate Account Two MetLife of CT Variable Life Insurance Separate Account Three MetLife of CT Separate Account Eleven for Variable Annuities MetLife of CT Separate Account Twelve for Variable Annuities MetLife of CT Separate Account Thirteen for Variable Annuities MetLife of CT Separate Account Fourteen for Variable Annuities MetLife Insurance Company of Connecticut Variable Annuity Separate Account 2002 MetLife Life and Annuity Company of Connecticut Variable Annuity Separate Account 2002 Metropolitan Life Variable Annuity Separate Account I Metropolitan Life Variable Annuity Separate Account II Metropolitan Life Separate Account E Metropolitan Life Separate Account UL Paragon Separate Account A Paragon Separate Account B Paragon Separate Account C Paragon Separate Account D Metropolitan Series Fund, Inc. Metropolitan Tower Life Separate Account One Metropolitan Tower Life Separate Account Two (b) MetLife Investors Distribution Company is the principal underwriter for the Contracts. The following persons are the officers and directors of MetLife Investors Distribution Company. The principal business address for MetLife Investors Distribution Company is 5 Park Plaza, Suite 1900, Irvine, CA 92614.
NAME AND PRINCIPAL BUSINESS ADDRESS POSITIONS AND OFFICES WITH UNDERWRITER - ------------------------------------- ----------------------------------------------------------------- Michael K. Farrell Director 10 Park Avenue Morristown, NJ 07962 Craig W. Markham Director and Vice President 13045 Tesson Ferry Road St. Louis, MO 63128 William J. Toppeta Director 1 MetLife Plaza 27-01 Queens Plaza North Long Island City, NY 11101 Paul A. Sylvester President, National Sales Manager-Annuities & LTC 10 Park Avenue Morristown, NJ 07962 Elizabeth M. Forget Executive Vice President, Investment Fund Management & Marketing 260 Madison Avenue New York, NY 10016 Paul A. LaPiana Executive Vice President, National Sales Manager-Life 5 Park Plaza Suite 1900 Irvine, CA 92614 Richard C. Pearson Executive Vice President, 5 Park Plaza General Counsel and Secretary Suite 1900 Irvine, CA 92614 Peter Gruppuso Vice President, Chief Financial Officer 485-E US Highway 1 South Iselin, NJ 08830 Leslie Sutherland Senior Vice President, Channel Head-Broker/Dealers 1 MetLife Plaza 27-01 Queens Plaza North Long Island City, NY 11101 Edward C. Wilson Senior Vice President, Channel Head-Wirehouse 1 MetLife Plaza 27-01 Queens Plaza North Long Island City, NY 11101 Douglas P. Rodgers Senior Vice President, Channel Head-LTC 10 Park Avenue Morristown, NJ 07962 Curtis Wohlers Senior Vice President, Channel Head-Planners 1 MetLife Plaza 27-01 Queens Plaza North Long Island City, NY 11101 Myrna F. Solomon Senior Vice President, Channel Head-Banks 501 Boylston Street Boston, MA 02116 Jeffrey A. Barker Senior Vice President, Channel Head-Independent Accounts 1 MetLife Plaza 27-01 Queens Plaza North Long Island City, NY 11101 Andrew Aiello Senior Vice President, Channel Head-National Accounts 5 Park Plaza Suite 1900 Irvine, CA 92614
NAME AND PRINCIPAL BUSINESS ADDRESS POSITIONS AND OFFICES WITH UNDERWRITER - ------------------------------------- --------------------------------------- Jay S. Kaduson Senior Vice President 10 Park Avenue Morristown, NJ 07962 Eric T. Steigerwalt Treasurer 1 MetLife Plaza 27-01 Queens Plaza North Long Island City, NY 11101 Debora L. Buffington Vice President, Director of Compliance 5 Park Plaza Suite 1900 Irvine, CA 92614 David DeCarlo Vice President 5 Park Plaza Suite 1900 Irvine, CA 92614 Paul M. Kos Vice President 5 Park Plaza Suite 1900 Irvine, CA 92614 Deron J. Richens Vice President 5 Park Plaza Suite 1900 Irvine, CA 92614 Cathy Sturdivant Vice President 5 Park Plaza Suite 1900 Irvine, CA 92614 Paulina Vakouros Vice President 260 Madison Avenue New York, NY 10016 Charles M. Deuth Vice President, National Accounts 1 MetLife Plaza 27-01 Queens Plaza North Long Island City, NY 11101
(c) Compensation from the Registrant. The following commissions and other compensation were received by the Distributor, directly or indirectly, from the Registrant during the Registrant's last fiscal year:
(1) (2) (3) (4) (5) Net Underwriting Discounts And Compensation Brokerage Other Name of Principal Underwriter Commissions On Redemption Commissions Compensation - ----------------------------------------- ----------------- --------------- ------------- ------------- MetLife Investors Distribution Company $32,189,140 $0 $0 $0
ITEM 30. LOCATION OF ACCOUNTS AND RECORDS The following companies will maintain possession of the documents required by Section 31(a) of the Investment Company Act of 1940 and the Rules thereunder: (a) Registrant (b) MetLife Annuity Operations, 27000 Westown Parkway, Bldg. 4, Suite 200, West Des Moines, IA 50266 (c) State Street Bank & Trust Company, 225 Franklin Street, Boston, MA 02110 (d) MetLife Investors Distribution Company, 5 Park Plaza, Suite 1900, Irvine, CA 92614 (e) MetLife Investors Insurance Company, 5 Park Plaza, Suite 1900, Irvine, CA 92614 (f) MetLife, 4010 Boy Scout Blvd., Tampa, FL 33607 (g) MetLife, 501 Boylston Street, Boston, MA 02116 (h) MetLife, 200 Park Avenue, New York, NY 10166 (i) General American Life Insurance Company, 13045 Tesson Ferry Road, St. Louis, MO 63128 (with respect to the Guarantee Agreement only) ITEM 31. MANAGEMENT SERVICES Not Applicable. ITEM 32. UNDERTAKINGS a. Registrant hereby undertakes to file a post-effective amendment to this registration statement as frequently as is necessary to ensure that the audited financial statements in the registration statement are never more than sixteen (16) months old for so long as payment under the variable annuity contracts may be accepted. b. Registrant hereby undertakes to include either (1) as part of any application to purchase a contract offered by the Prospectus, a space that an applicant can check to request a Statement of Additional Information, or (2) a postcard 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. Registrant hereby undertakes to deliver any Statement of Additional Information and any financial statement required to be made available under this Form promptly upon written or oral request. REPRESENTATIONS First MetLife Investors Insurance Company (Company) hereby represents that the fees and charges deducted under the Contracts described in the Prospectus, in the aggregate, are reasonable in relation to the services rendered, the expenses to be incurred and the risks assumed by the Company. The Company hereby represents that it is relying upon a No-Action Letter issued to the American Council of Life Insurance dated November 28, 1988 (Commission ref. IP-6-88) and that the following provisions have been complied with: 1. Include appropriate disclosure regarding the redemption restrictions imposed by Section 403(b)(11) in each registration statement, including the prospectus, used in connection with the offer of the contract; 2. Include appropriate disclosure regarding the redemption restrictions imposed by Section 403(b)(11) in any sales literature used in connection with the offer of the contract; 3. Instruct sales representatives who solicit participants to purchase the contract specifically to bring the redemption restrictions imposed by Section 403(b)(11) to the attention of the potential participants; 4. Obtain from each plan participant who purchases a Section 403(b) annuity contract, prior to or at the time of such purchase, a signed statement acknowledging the participant's understanding of (1) the restrictions on redemption imposed by Section 403(b)(11), and (2) other investment alternatives available under the employer's Section 403(b) arrangement to which the participant may elect to transfer his contract value. SIGNATURES ---------- As required by the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant has caused this Registration Statement to be signed on its behalf in the City of New York and State of New York on this 9th day of May 2008. FIRST METLIFE INVESTORS VARIABLE ANNUITY ACCOUNT ONE (Registrant) By: FIRST METLIFE INVESTORS INSURANCE COMPANY By: /s/ Richard C. Pearson ------------------------------------------------ Richard C. Pearson Vice President and Associate General Counsel FIRST METLIFE INVESTORS INSURANCE COMPANY (Depositor) By: /s/ Richard C. Pearson ------------------------------------------------ Richard C. Pearson Vice President and Associate General Counsel As required by the Securities Act of 1933, this Amendment to the Registration Statement has been signed by the following persons in the capacities indicated on May 9, 2008. /s/ Michael K. Farrell* Chairman of the Board, Chief Executive Officer, - ------------------------- President and Director Michael K. Farrell /s/ Charles V. Curcio* Vice President - Finance (principal financial - ------------------------- officer and principal accounting officer) Charles V. Curcio /s/ Norse N. Blazzard* Director - ------------------------- Norse N. Blazzard /s/ Robert L. Davidow* Director - ------------------------- Robert L. Davidow /s/ Elizabeth M. Forget* Executive Vice President and Director - ------------------------- Elizabeth M. Forget /s/ George Foulke* Director - ------------------------- George Foulke /s/ Robert A. Hemmings* Director - ------------------------- Robert A. Hemmings /s/ Jay S. Kaduson* Vice President and Director - ------------------------- Jay S. Kaduson /s/ Lisa S. Kuklinski* Vice President and Director - ------------------------- Lisa S. Kuklinski /s/ Richard C. Pearson* Vice President, Associate General Counsel, Secretary - ------------------------- and Director Richard C. Pearson /s/ Thomas A. Price* Director - ------------------------- Thomas A. Price /s/ Paul A. Sylvester* Director - ------------------------- Paul A. Sylvester /s/ Jeffrey A. Tupper* Assistant Vice President and Director - ------------------------- Jeffrey A. Tupper *By: /s/ Michele H. Abate ----------------------------------------------- Michele H. Abate, Attorney-In-Fact May 9, 2008 *First MetLife Investors Insurance Company. Executed by Michele H. Abate, Esquire on behalf of those indicated pursuant to powers of attorney incorporated by reference to Registrant's Post-Effective Amendment No. 13 to Form N-4 (File No. 333-96777/811-08306) filed as Exhibit 13(i) on April 18, 2007. SIGNATURES ---------- As required by the Securities Act of 1933, General American Life Insurance Company has caused this Registration Statement to be signed on its behalf in the City of St. Louis and State of Missouri this 9th day of May 2008. GENERAL AMERICAN LIFE INSURANCE COMPANY (Guarantor) By: /s/ William C. Lane -------------------------------------------- William C. Lane Vice President and Associate General Counsel As required by the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on May 9, 2008 /s/ Lisa M. Weber* Chairman of the Board, Chief Executive Officer, - ----------------------------- President and Director Lisa M. Weber /s/ Michael K. Farrell* Director - ----------------------------- Michael K. Farrell /s/ William J. Mullaney* Director - ----------------------------- William J. Mullaney /s/ James L. Lipscomb* Director - ----------------------------- James L. Lipscomb /s/ Joseph J. Prochaska, Jr.* Executive Vice President and Chief Accounting - ----------------------------- Officer Joseph J. Prochaska, Jr. /s/ Stanley J. Talbi* Director - ----------------------------- Stanley J. Talbi /s/ Michael J. Vietri* Director - ----------------------------- Michael J. Vietri /s/ William J. Wheeler* Director - ----------------------------- William J. Wheeler /s/ James J. Reilly* Vice President (principal financial officer) - ----------------------------- James J. Reilly Director, Senior Vice President and Treasurer - ----------------------------- Eric T. Steigerwalt *By: /s/ Michele H. Abate -------------------------------------- Michele H. Abate, Attorney-In-Fact May 9, 2008 *General American Life Insurance Company. Executed by Michele H. Abate, Esquire, on behalf of those indicated pursuant to powers of attorney incorporated by reference to Registrant's Post-Effective Amendment No. 13 to Form N-4 (File Nos. 333-96777/811-08306) filed as exhibit 13(ii) on April 18, 2007, except for the Power of Attorney for James J. Reilly, which is incorporated herein by reference to Registrant's Post-Effective Amendment No. 14 to Form N-4 (File Nos. 333- 96777/811-08306) filed as Exhibit 13(iii) on July 12, 2007. Index To Exhibits 4.(xxxiii) Form of Contract Schedule 4.(xxxiv) Form of Contract Schedule 4.(xxxv) Form of Lifetime Guaranteed Withdrawal Benefit Rider 4.(xxxvi) Form of Guaranteed Minimum Income Benefit - Living Benefit Rider 5.(iv) Form of Variable Annuity Application EX-99.4(XXXIII) 2 dex994xxxiii.txt FORM OF CONTRACT SCHEDULE CONTRACT SCHEDULE GUARANTEED MINIMUM INCOME BENEFIT (GMIB) RIDER EFFECTIVE DATE: February 15, 2009 GMIB PAYMENT ADJUSTMENT FACTOR: 100% LAST HIGHEST ANNIVERSARY DATE: Owner's (or oldest Joint Owner's or Annuitant's if owner is a non-natural person) 81st birthday. ANNUAL INCREASE ACCUMULATION RATE: 6.00% ANNUAL INCREASE AMOUNT CAP PERCENTAGE: 190% GMIB RIDER CHARGE: 0.75% DOLLAR-FOR-DOLLAR WITHDRAWAL PERCENTAGE: 6.00% BASIS OF GMIB ANNUITY TABLE: The GMIB Annuity Tables are based on the Annuity 2000 Mortality Table with 7-year age setback with interest at 1.50% (Company-adjusted to reflect amounts of monthly income payments shown in the GMIB annuity tables.) ANNUITY OPTIONS: (a) Life Annuity with 5 Years of Annuity Payments Guaranteed. (b) Joint and Last Survivor Annuity with 5 Years of Annuity Payments Guaranteed (Available if the oldest Annuitant's attained age is equal to or greater than age 55 on the Annuity Date). GMIB INCOME DATE: February 15, 2019 GMIB RIDER TERMINATION DATE: Contract Anniversary prior to the Owner's (or oldest Joint Owner's or Annuitant's if owner is a non-natural person) 91st birthday GUARANTEED PRINCIPAL OPTION FIRST EXERCISE DATE: February 15, 2019 GMIB FIRST OPTIONAL STEP-UP DATE: February 15, 2010 GMIB OPTIONAL STEP-UP WAITING PERIOD: 1 year MAXIMUM OPTIONAL STEP-UP AGE: 80 OPTIONAL STEP-UP GMIB INCOME DATE: 10th Contract Anniversary following the date the most recent GMIB Optional Step-Up took effect MAXIMUM OPTIONAL STEP-UP CHARGE: 1.50% ALLOCATION, TRANSFER, AND REBALANCING - ------------------------------------- LIMITS: - ------- GMIB SUBACCOUNTS: Metlife Defensive Strategy Portfolio, Metlife Moderate Strategy Portfolio, Metlife Balanced Strategy Portfolio, Metlife Growth Strategy Portfolio PLATFORM 1 MINIMUM PERCENTAGE: 15% PLATFORM 1 SUBACCOUNTS: Listing of Subaccounts and other accounts included by rider 6028(7/08) PLATFORM 2 MAXIMUM PERCENTAGE: 85% PLATFORM 2 SUBACCOUNTS: Listing of Subaccounts PLATFORM 3 MAXIMUM PERCENTAGE: 15% PLATFORM 3 SUBACCOUNTS: Listing of Subaccounts PLATFORM 4 MAXIMUM PERCENTAGE: 15% PLATFORM 4 SUBACCOUNTS: Listing of Subaccounts The GMIB Rider may have limited usefulness in connection with a Qualified Contract, such as an IRA, in circumstances where, due to the 10-year waiting period after purchase and after an Optional Reset, the Owner is unable to exercise the rider until after the required beginning date of required minimum distributions under the Contract. In such event, required minimum distributions received from the contract will have the effect of reducing the Income Base either on a proportionate or dollar for dollar basis. This may have the effect of reducing or eliminating the value of annuity payments under the GMIB Rider. You should consider whether the benefit is appropriate for your circumstances. We encourage you to consult a tax advisor to discuss withdrawals related to this matter. 6028(7/80) EX-99.4(XXXIV) 3 dex994xxxiv.txt FORM OF CONTRACT SCHEDULE CONTRACT SCHEDULE LIFETIME GUARANTEED WITHDRAWAL BENEFIT RIDER LIFETIME GWB RIDER SPECIFICATIONS [Single Life Version, Joint Life Version] EFFECTIVE DATE: [February 15, 2009] MINIMUM LIFETIME INCOME AGE: [59 1/2] INITIAL TOTAL GUARANTEED WITHDRAWAL AMOUNT: [$100,000.00] MAXIMUM BENEFIT AMOUNT: [$10,000,000] COMPOUNDING INCOME PERIOD [Contract Anniversary following the Owner's (or START DATE: oldest Joint Owner's or Annuitant's if Owner is a non-natural person) [63rd] birthday for Single Life Version, Contract Anniversary following the youngest covered person's [66th] birthday for the Joint Life Version] COMPOUNDING INCOME PERIOD END [[5th] Contract Anniversary following the DATE: Effective Date or Compounding Income Period Start Date, if later] COMPOUNDING INCOME PERCENTAGE: [6%] LIFETIME GWB WITHDRAWAL RATE: [[5%] if first withdrawal is taken prior to the Owner's (or oldest Joint Owner's or Annuitant's if Owner is a non-natural person) attained age [76], and [6%] if 1st withdrawal is taken on or after the Owner's (or oldest Joint Owner's or Annuitant's if Owner is a non-natural person) attained age [76] for Single Life Version, [4.5%] if first withdrawal is taken prior to youngest covered person's attained age [63], and [5%] if 1st withdrawal is taken on or after the youngest covered person's attained age [63] for Joint Life Version] AUTOMATIC STEP-UP DATE: [Every Contract Anniversary following the Effective Date] MAXIMUM AUTOMATIC STEP-UP AGE: [90] LIFETIME GWB MAXIMUM FEE RATE: [1.25% for Single Life Version, 1.50% for Joint Life Version] LIFETIME GWB FEE RATE: [0.65% for Single Life Version, 0.85% for Joint Life Version] LIFETIME GWB CANCELLATION [30 day period following the 5th,, 10th, and WINDOW PERIODS: 15th and later Anniversaries following the Effective Date] GUARANTEED PRINCIPAL ADJUSTMENT ELIGIBILITY DATE: [15th Anniversary following the Effective Date] ALLOCATION, TRANSFER AND - ------------------------ REBALANCING LIMITS: - ------------------- LIFETIME GWB SUBACCOUNTS: [Metlife Defensive Strategy Portfolio, Metlife Moderate Strategy Portfolio, Metlife Balanced Strategy Portfolio, Metlife Growth Strategy Portfolio] PLATFORM 1 MINIMUM PERCENTAGE: [15%] PLATFORM 1 SUBACCOUNTS: [Listing of Subaccounts and other accounts included by rider] PLATFORM 2 MAXIMUM PERCENTAGE: [85%] PLATFORM 2 SUBACCOUNTS: [Listing of Subaccounts] MLIU-ELGWB (4/08) PLATFORM 3 MAXIMUM PERCENTAGE: [15%] PLATFORM 3 SUBACCOUNTS: [Listing of Subaccounts] PLATFORM 4 MAXIMUM PERCENTAGE: [15%] PLATFORM 4 SUBACCOUNTS: [Listing of Subaccounts] For IRAs and other contracts subject to Section 401(a)(9) of the Internal Revenue Code, You may be required to take withdrawals to fulfill minimum distribution requirements. These required distributions may be larger than the ABP. After the first Contract Year, We will increase Your ABP to equal Your required minimum distribution amount for that year, if such amounts are greater than Your ABP. YOU MUST BE ENROLLED IN THE AUTOMATED REQUIRED MINIMUM DISTRIBUTION SERVICE AND THE FREQUENCY OF YOUR WITHDRAWALS MUST BE ANNUAL TO QUALIFY FOR THIS INCREASE IN THE ABP. Otherwise, this rider may have limited usefulness for these required distributions and may not be appropriate because Your ABP will not be increased to the required minimum distribution amount and the total payments that the Lifetime GWB Rider guarantees You or, if available, Your Beneficiary will receive from the Contract over time may be less than the initial TGWA and may reduce the lifetime income guaranteed under this rider. You should consider whether the benefit is appropriate for your circumstances. We encourage You to consult a tax advisor to discuss withdrawals related to this matter. MLIU-ELGWB (4/08) EX-99.4(XXXV) 4 dex994xxxv.txt FORM OF LIFETIME GUARANTEED WITHDRAWAL BENEFIT RIDER LIFETIME GUARANTEED WITHDRAWAL BENEFIT RIDER This Rider forms a part of the Contract to which it is attached and is effective as of the Effective Date shown on the Contract Schedule. In the case of a conflict with any provision of the Contract, the provisions of this Rider will control, including but not limited to the Enhanced Dollar Cost Averaging (EDCA) Rider. This Rider's provisions will remain part of the Contract until terminated in accordance with the provisions below. This Rider amends the Contract as follows: LIFETIME GUARANTEED WITHDRAWAL BENEFIT (LIFETIME GWB) This Rider guarantees that the total payments that you or your Beneficiary will receive from the Contract over time will at least equal the Total Guaranteed Withdrawal Amount (defined below), provided that withdrawals from your Contract do not exceed the Annual Benefit Payment each Contract Year. This Rider does not establish or guarantee an Account Value or minimum return for any Subaccounts available under Allocation, Transfer and Rebalancing (see below). The Total Guaranteed Withdrawal Amount and the Remaining Guaranteed Withdrawal Amount are established for the sole purpose of determining the minimum withdrawal benefit and are not available as a lump sum for withdrawal. For purposes of this Rider "you" refers to the Owner of the contract, or to the oldest Joint Owner, or to the Annuitant if the Owner is a non-natural person. If the Joint Life Version is elected, you and your spouse, who is the primary beneficiary, are the covered persons under this Rider and "you" refers to the youngest covered person. The Annual Benefit Payment (defined below) is defined as the maximum amount that may be withdrawn in any Contract Year without potentially incurring a proportional reduction to the Total Guaranteed Withdrawal Amount and Remaining Guaranteed Withdrawal Amount (defined below). Your initial Annual Benefit Payment equals the Lifetime GWB Withdrawal Rate shown on the Contract Schedule multiplied by the initial Total Guaranteed Withdrawal Amount. On each Contract Anniversary beginning on the Effective Date or Compounding Income Period Start Date, if later, until the date the first withdrawal is taken or the Compounding Income Period End Date, shown on the Contract Schedule, if earlier, the Remaining Guaranteed Withdrawal Amount and Total Guaranteed Withdrawal Amount will be increased by an amount equal to the Compounding Income Percentage shown on the Contract Schedule multiplied by the Remaining Guaranteed Withdrawal Amount/Total Guaranteed Withdrawal Amount that is in effect before such increase. The Total Guaranteed Withdrawal Amount and the Remaining Guaranteed Withdrawal Amount may also be increased as a result of an Automatic Step-up (defined below), provided that the Account Value exceeds the Total Guaranteed Withdrawal Amount immediately before the Automatic Step-up, and provided that Your Attained Age does not exceed the Maximum Automatic Step-up Age shown on the Contract Schedule. The Automatic Step-up will reset the Lifetime GWB Fee Rate to rate we shall determine that does not exceed the Lifetime GWB Maximum Fee Rate, as shown on the Contract Schedule, provided that this rate shall not exceed the rate currently applicable to the same rider available for new contract purchases at the time of step-up. In the event that the Lifetime GWB Fee Rate at the time of the Automatic Step-up exceeds the current Lifetime GWB Fee Rate, you may elect to decline the Automatic Step-up and increase in Lifetime GWB Fee Rate. Once You notify Us of Your decision to decline the Automatic Step-up, You will no longer be eligible for future Automatic Step-ups until You provide Notice to us that You wish to reinstate Automatic Step-ups. This reinstatement will take effect at the next Automatic Step-up Date. If the first withdrawal from the Contract is made on or after You have attained the Minimum Lifetime Income Age shown on the Contract Schedule, this Rider provides a guaranteed income for Your life, in an amount equal to the Annual Benefit Payment each year. You should carefully consider when to begin taking withdrawals under this Rider. If You begin taking withdrawals too soon, Your Total Guaranteed Withdrawal Amount and Remaining Guaranteed Withdrawal Amount may not be increased by the Compounding Income Percentage. Also, if You begin taking withdrawals before You have reached the Minimum Lifetime Income Age, Your income under this Rider is not guaranteed for life. On the other hand, if You delay taking withdrawals for too long, You may limit the number of payments You receive while You are alive due to life expectancy. If the Joint Life Version is elected, then if the surviving spouse continues the Contract under the Spousal Continuation provisions of the Contract, and this Rider is in effect at the time of the continuation then the same terms and conditions FMLI-690-4 (7/08) that applied to the Owner under this Rider will continue to apply to the surviving spouse. Under this Rider, your Purchase Payment allocations and all transfers, and reallocations of your Account Value must meet the following allocation limits applicable to the Subaccounts and other accounts included by rider as set forth in the section on Allocation, Transfer and Rebalancing below. YOU MAY ELECT TO CANCEL THIS RIDER BY PROVIDING NOTICE TO US DURING THE LIFETIME GWB CANCELLATION WINDOW PERIODS, IF ANY, SPECIFIED ON THE CONTRACT SCHEDULE. FOR CANCELLATIONS TAKING PLACE AFTER THE GUARANTEED PRINCIPAL ADJUSTMENT ELIGIBILITY DATE SPECIFIED ON THE CONTRACT SCHEDULE, A GUARANTEED PRINCIPAL ADJUSTMENT (DEFINED BELOW) MAY BE ADDED TO YOUR ACCOUNT VALUE. IF CANCELLED, THIS RIDER WILL TERMINATE AND WE WILL NO LONGER DEDUCT THE LIFETIME GWB RIDER CHARGE AND THE LIMITATIONS RELATING TO THE LIFETIME GWB SUBACCOUNTS DESCRIBED IN ALLOCATION, TRANSFER AND REBALANCING ABOVE WILL NO LONGER APPLY. THIS RIDER WILL TERMINATE UPON THE EARLIEST OF: A) THE DATE YOU MAKE A FULL WITHDRAWAL OF YOUR ACCOUNT VALUE; B) THE DATE THERE ARE INSUFFICIENT FUNDS TO DEDUCT THE LIFETIME GWB RIDER CHARGE FROM YOUR ACCOUNT VALUE; C) DEATH OF THE OWNER OR JOINT OWNER (OR THE ANNUITANT IF THE OWNER IS A NON-NATURAL PERSON) UNLESS THE CONTRACT IS ISSUED UNDER THE JOINT LIFE VERSION AND IS CONTINUED UNDER THE SPOUSAL CONTINUATION PROVISIONS OF THE CONTRACT; D) THE DATE YOU ANNUITIZE YOUR CONTRACT; E) THE EFFECTIVE DATE OF THE CANCELLATION OF THE RIDER; F) CHANGE OF THE OWNER, JOINT OWNER (OR THE ANNUITANT IF THE OWNER IS A NON-NATURAL PERSON) OR PRIMARY BENEFICIARY UNDER THE JOINT LIFE OPTION SUBJECT TO OUR ADMINISTRATIVE PROCEDURES; G) TERMINATION OF THE CONTRACT TO WHICH THIS RIDER IS ATTACHED; OR H) THE DATE YOU ASSIGN YOUR CONTRACT, SUBJECT TO OUR ADMINISTRATIVE PROCEDURES. SEE SECTION EFFECT OF RIDER TERMINATION SECTION BELOW. IF THIS RIDER TERMINATES (EXCEPT FOR A TERMINATION DUE TO DEATH OR CANCELLATION), A ONE-TIME PRO RATA PORTION OF THE LIFETIME GWB RIDER CHARGE WILL APPLY. IF THE LIFETIME GWB RIDER TERMINATES DUE TO DEATH OR CANCELLATION, THE LIFETIME GWB RIDER CHARGE WILL NO LONGER APPLY. DEFINITIONS For the purposes of the Rider, the term "Effective Date" is defined to mean the date this Rider is issued and made an effective part of your Contract. The Effective Date must be on the Issue Date or on a Contract Anniversary. TOTAL GUARANTEED The Total Guaranteed Withdrawal Amount is defined as WITHDRAWAL AMOUNT the minimum amount that you or your Beneficiary are guaranteed to receive from the Contract over time, provided that withdrawals from your Contract do not exceed the Annual Benefit Payment (defined below) each Contract Year. The Total Guaranteed Withdrawal Amount is also the amount to which the Lifetime GWB Fee Rate, as shown on the Contract Schedule, is applied. Your initial Total Guaranteed Withdrawal Amount, as of the Effective Date, is equal to your Account Value. If the Effective Date is the same as the Issue Date, we set this value equal to your Initial Purchase Payment. Effect of Additional Purchase Payments -------------------------------------- The Total Guaranteed Withdrawal Amount will be increased by the amount of each Purchase Payment made. However, the Total Guaranteed Withdrawal Amount may not be increased above the Maximum Benefit Amount specified on the Contract Schedule. Effect of Withdrawals --------------------- The Total Guaranteed Withdrawal Amount will not be reduced for withdrawals if such withdrawals do not exceed the Annual Benefit Payment in any Contract Year. If a withdrawal results in cumulative withdrawals for the current Contract Year exceeding the Annual Benefit Payment, the Total Guaranteed Withdrawal Amount will be reduced proportionately by the Percentage Reduction in Account Value attributable to the withdrawal. We define the Percentage Reduction in Account Value attributable to a withdrawal as the computation of dividing the dollar amount of the withdrawal plus any applicable Withdrawal Charges by the Account Value immediately preceding such withdrawal. When we reduce a value proportionately by the Percentage Reduction in Account Value attributable to a withdrawal we multiply that value by 1 minus the Percentage Reduction. Compounding Income Amount ------------------------- On each Contract Anniversary beginning on the Effective Date or Compounding Income FMLI-690-4 (7/08) Period Start Date, if later, until the date the first withdrawal is taken, or the Compounding Income Period End Date, shown on the Contract Schedule, if earlier, the Total Guaranteed Withdrawal Amount will be increased by an amount equal to the Compounding Income Percentage shown on the Contract Schedule multiplied by the Total Guaranteed Withdrawal Amount that is in effect before such increase. The Total Guaranteed Withdrawal Amount may also increase as a result of an Automatic Step-up (as described below). REMAINING GUARANTEED The Remaining Guaranteed Withdrawal Amount is defined WITHDRAWAL AMOUNT as the remaining amount that you or your Beneficiary are guaranteed to receive from the Contract over time. Your initial Remaining Guaranteed Withdrawal Amount, as of the Effective Date, is equal to the initial Total Guaranteed Withdrawal Amount. Effect of Additional Purchase Payments -------------------------------------- The Remaining Guaranteed Withdrawal Amount will be increased by the amount of each Purchase Payment made. However, the Remaining Guaranteed Withdrawal Amount may not be increased above the Maximum Benefit Amount as shown on the Contract Schedule. Effect of Withdrawals --------------------- The Remaining Guaranteed Withdrawal Amount will be decreased by the amount of each withdrawal for withdrawals that are less than or equal to the Annual Benefit Payment. If a withdrawal results in cumulative withdrawals for the current Contract Year exceeding the Annual Benefit Payment, the Remaining Guaranteed Withdrawal Amount will be reduced proportionately by the Percentage Reduction in Account Value attributable to the withdrawal. If a withdrawal is made that exceeds the Contract's annual Free Withdrawal Amount, a Withdrawal Charge may be assessed. If the withdrawal results in cumulative withdrawals for the current year equal to or less than the Annual Benefit Payment, the Withdrawal Charge would not cause a proportional reduction to the Total Guaranteed Withdrawal Amount or Remaining Guaranteed Withdrawal Amount. The Withdrawal Charge would be deducted from the Account Value and Remaining Guaranteed Withdrawal Amount. Compounding Income Amount ------------------------- On each Contract Anniversary beginning on the Effective Date or Compounding Income Period Start Date, if later, until the date the first withdrawal is taken or the Compounding Income Period End Date, shown on the Contract Schedule, if earlier, the Remaining Guaranteed Withdrawal Amount will be increased by an amount equal to the Compounding Income Percentage shown on the Contract Schedule multiplied by the Remaining Guaranteed Withdrawal Amount that is in effect before such increase. The Remaining Guaranteed Withdrawal Amount may also be increased as a result of an Automatic Step-up (as described below). ANNUAL BENEFIT PAYMENT The Annual Benefit Payment is defined as the maximum amount that may be withdrawn in any Contract Year without potentially incurring a proportional reduction to the Total Guaranteed Withdrawal Amount (as described above) and a proportional reduction to the Remaining Guaranteed Withdrawal Amount (as described above). Your initial Annual Benefit Payment equals the Lifetime GWB Withdrawal Rate shown on the Contract Schedule multiplied by the initial Total Guaranteed Withdrawal Amount. Each time the Total Guaranteed Withdrawal Amount is increased or reduced as described above, the Annual Benefit Payment will be recalculated to equal the Lifetime GWB Withdrawal Rate multiplied by the newly recalculated Total Guaranteed Withdrawal Amount. If this Contract is a Qualified Distribution Program (defined below) and your Effective Date is the Issue Date, after your first Contract Year, your Annual Benefit Payment will be set equal to your Required Minimum Distribution Amount, if applicable, for that year, if greater. If this Contract is a Qualified Distribution Program (defined below) and the Effective Date is after the Issue Date, your Annual Benefit Payment will be set equal to your Required Minimum FMLI-690-4 (7/08) Distribution Amount, if applicable, for that year, if greater. QUALIFIED DISTRIBUTION Your Contract is a Qualified Distribution Program if: PROGRAM 1. This Rider is made part of a Contract subject to the requirements of Section 401(a)(9) of the Internal Revenue Code of 1986, as may be subsequently amended (the "Code") and the regulations thereunder; and 2. You withdraw the "Required Minimum Distribution Amount". The "Required Minimum Distribution Amount" is the required minimum distribution under Section 401(a)(9) of the Code and the regulations thereunder that is withdrawn from your Contract automatically when you enroll in our automatic minimum distribution service. The frequency of Your withdrawals must be annual. Our automatic minimum distribution service is based on information relating to this Contract only. We ignore all other account balances from other funding vehicles. If you do not enroll in our automatic minimum distribution service, required minimum distribution withdrawals under Section 401(a)(9) of the Code will not be treated as Required Minimum Distribution Amounts and your Annual Benefit Payment will not be increased to the Required Minimum Distribution Amount under this Rider. Withdrawals intended to satisfy Section 72(t) or (q) of the Code, or from non-qualified or Roth IRA Contracts are not considered to be withdrawn from a Qualified Distribution Program. AUTOMATIC STEP-UP On each Automatic Step-up Date shown on the Contract Schedule, a step-up will occur automatically provided that the Account Value exceeds the Total Guaranteed Withdrawal Amount immediately before the step-up, and provided that your Attained Age does not exceed the Maximum Automatic Step-up Age shown on the Contract Schedule. The Automatic Step-up will: (a) reset the Total Guaranteed Withdrawal Amount and the Remaining Guaranteed Withdrawal Amount to the Account Value on the date of the step-up, subject to the Maximum Benefit Amount specified on the Contract Schedule. (b) reset the Annual Benefit Payment equal to the Lifetime GWB Withdrawal Rate multiplied by the Total Guaranteed Withdrawal Amount after the step-up, and (c) reset the Lifetime GWB Fee Rate to a rate we shall determine that does not exceed the Lifetime GWB Maximum Fee Rate, as shown on the Contract Schedule, provided that this rate shall not exceed the rate currently applicable to the same rider available for new contract purchases at the time of step-up. In the event that the Lifetime GWB Fee Rate at the time of step-up exceeds your current Lifetime GWB Fee Rate, you will be provided a minimum of 30 days advanced Notice of the applicable Automatic Step-up Date, and be informed that you may elect to decline the Automatic Step-up and increase in the Lifetime GWB Fee Rate. If you elect to decline the Automatic Step-up, you must provide Notice no less than seven calendar days prior to the applicable Automatic Step-up Date. Once you notify us of your decision to decline the Automatic Step-up, you will no longer be eligible for future Automatic Step-ups until you provide Notice that you wish to reinstate Automatic Step-ups. This reinstatement will take effect at the next Automatic Step-up Date. ALLOCATION, TRANSFER While this Rider is in force, unless otherwise provided AND REBALANCING in the Contract Schedule, all allocations to or transfers among Subaccounts and any other accounts included by rider are limited as follows: Each Purchase Payment, or your Account Value on the Effective Date, must be allocated in accordance with either subsection (1) or (2) below: 1. You must allocate your Purchase Payments or your Account Value on the Effective Date to the Lifetime GWB Subaccounts and other accounts included by rider shown on the Contract Schedule. 2. You must allocate your Purchase Payments or your Account Value on the Effective FMLI-690-4 (7/08) Date in accordance with the following allocation requirements: (a) A percentage, at least equal to the Platform 1 Minimum Percentage shown on the Contract Schedule, must be allocated to any combination of Subaccounts that we classify as Platform 1 Subaccounts, and other accounts included by rider, shown on the Contract Schedule; (b) A percentage, not to exceed the Platform 2 Maximum Percentage shown on the Contract Schedule, may be allocated to any combination of Subaccounts that we classify as Platform 2 Subaccounts, shown on the Contract Schedule; (c) A percentage, not to exceed the Platform 3 Maximum Percentage shown on the Contract Schedule, may be allocated to any combination of Subaccounts that we classify as Platform 3 Subaccounts, shown on the Contract Schedule; and (d) A percentage, not to exceed the Platform 4 Maximum Percentage shown on the Contract Schedule, may be allocated to any combination of Subaccounts that we classify as Platform 4 Subaccounts, shown on the Contract Schedule. If you chose to allocate a Purchase Payment to the EDCA Account, then the entire Purchase Payment must be allocated only to the EDCA Account. In addition, all transfers from an EDCA Account must be allocated to the same Subaccounts, and other accounts included by rider, as your most recent allocations for Purchase Payments, or your Account Value on the Effective Date. Your Account Value will be rebalanced on a quarterly basis based on your most recent Purchase Payment allocation among the Subaccounts or other accounts included by rider that complies with the allocation limitations described above. Rebalancing will also occur on the date when a subsequent Purchase Payment is received, if accompanied by new allocation instructions (in addition to the quarterly rebalancing). Quarterly rebalancing will first occur on the date that is three months from the Effective Date; provided however, rebalancing will be made on the 1st day of the following month if a quarterly rebalancing date occurs on the 29th, 30th or 31st of a month. Subsequent rebalancing will be made each quarter thereafter on the same day. In addition, if a quarterly rebalancing date is not a Business Day the reallocation will occur on the next Business Day. Withdrawals from the Contract will not result in rebalancing on the date of withdrawal. The Company will determine whether a Subaccount or any other accounts included by rider is classified as Platform1, Platform 2, Platform 3 or Platform 4. We will not determine or change the classification of a Subaccount or any other accounts included by rider in the event a Subaccount or its underlying investment option or any other accounts included by rider is added, deleted, substituted, merged or otherwise reorganized, unless we receive prior approval of the New York State Insurance Department. In that case, any change in classification will only take effect as to your Contract in the event you make a new Purchase Payment or request a transfer among Subaccounts and any other accounts included by rider. We will provide you with prior written notice of any changes in classification of Subaccounts or any other accounts included by rider. You may change your Purchase Payment allocation instructions at anytime upon Notice to us, provided that such instructions must comply with the allocation limits described above in subsections (1) and (2). If you provide new allocation instructions for Purchase Payments and if these instructions conform to the allocation limitations described above, future Purchase Payment and EDCA Account transfer allocations and quarterly rebalancing will be made in accordance with the revised allocation instructions. Any transfer request must result in an Account Value that meets the allocation limitations described above. Any transfer request will not cause your Purchase Payment allocation instructions to change unless a separate instruction is provided to us at the time of transfer. For additional details of the Company's policies and procedures applicable to this Allocation, Transfer and Rebalancing section of the Rider, please contact the Company. Any attempt to allocate to or transfer among Subaccounts and any other accounts included by rider Purchase Payments or Account Value not according to the allocation requirements above will not be accepted. FMLI-690-4 (7/08) LIFETIME GWB RIDER On each Contract Anniversary, the Lifetime GWB Rider CHARGE Charge shall be deducted from your Account Value. This charge is equal to the Lifetime GWB Fee Rate shown on the Contract Schedule multiplied by the Total Guaranteed Withdrawal Amount on such Contract Anniversary (after applying any Compounding Income Amount, and before taking into account any Automatic Step-up occurring on such Contract Anniversary.) The initial Lifetime GWB Fee Rate is shown on the Contract Schedule. The Lifetime GWB Fee Rate may only be changed as a result of an Automatic Step-up (see above). If the Lifetime GWB rider terminates (except for a termination due to death or cancellation), a pro rata portion of the Lifetime GWB Rider Charge will be assessed based on the number of full months from the last Contract Anniversary to the date of termination. The Lifetime GWB Rider Charge will result in the cancellation of Accumulation Units from each applicable Subaccount (and/or reduction of any portion of the Account Value allocated to any other accounts included by Rider) in the ratio the portion of the Account Value in such Subaccount (and/or other account) bears to the total Account Value. CANCELLATION/ You may elect to cancel this Rider by giving Notice to GUARANTEED PRINCIPAL us, in accordance with our administrative procedures, ADJUSTMENT during the Lifetime GWB Cancellation Window Periods, if any, specified on the Contract Schedule. A cancellation during a Lifetime GWB Cancellation Window Period will take effect upon receipt of such Notice at our Administrative Office. If cancelled, this Rider will terminate and we will no longer deduct the Lifetime GWB Rider Charge and the limitations relating to the Lifetime GWB Subaccounts described in Allocation, Transfer and Rebalancing above will no longer apply. If such cancellation election occurs after the Guaranteed Principal Adjustment Eligibility Date specified on the Contract Schedule and if (a) exceeds (b) as defined below, then upon cancellation, a Guaranteed Principal Adjustment equal to (a) - (b) will be added to the Account Value. The Guaranteed Principal Adjustment will be added to each applicable Subaccount and any other accounts included by rider in the ratio that the Account Value in such Subaccount or account bears to the total Account Value in all Subaccounts and any other accounts included by rider. (a) is the Account Value on the Effective Date reduced proportionately by the Percentage Reduction in Account Value attributable to any partial withdrawals taken. If the Effective Date is the same as the Issue Date, this value is the Purchase Payments credited within 120 days of the Effective date reduced proportionately by the Percentage Reduction in Account Value attributable to any partial withdrawals taken (b) is the Account Value on the date of cancellation. The Guaranteed Principal Adjustment will never be less than zero. EFFECT ON DEATH An additional death benefit amount will be calculated BENEFIT which will be equal to the Account Value on the Effective Date plus any additional Purchase Payments made after the Effective Date and less any partial withdrawals. If the Effective Date is the same as the Issue Date, the additional death benefit amount will equal total Purchase Payments less any partial withdrawals. If this death benefit amount is greater than the death benefit provided by your Contract, and if withdrawals in each Contract Year following the Effective Date do not exceed the Annual Benefit Payment, then this death benefit amount will be available instead of the death benefit provided by the Contract. All other provisions of your Contract's death benefit will apply. TERMINATION OF RIDER The Lifetime GWB Rider will terminate upon the earliest of: (a) The date you make a full withdrawal of your Account Value; (b) The date there are insufficient funds to deduct the Lifetime GWB Rider Charge from your Account Value; (c) Death of the Owner or Joint Owner (or the Annuitant if the Owner is a non-natural person) unless the Contract is issued under the Joint Life version and is continued under the spousal continuation provisions of the Contract; FMLI-690-4 (7/08) (d) The date you annuitize your Contract; (e) The effective date of the cancellation of the Rider (f) A change of the Owner, Joint Owner (or the Annuitant if the Owner is a non-natural person) or primary Beneficiary under the Joint Life Version subject to our administrative procedures; or (g) Termination of the Contract to which this Rider is attached. (h) The date you assign your Contract, subject to our administrative procedures. EFFECT OF RIDER TERMINATION (a) If the Rider terminates under subsection (a) or ----------------------------------------------- (b) of the Termination of Rider section and first ------------------------------------------------- withdrawal from the Contract was made prior to ---------------------------------------------- Minimum Lifetime Income Age --------------------------- If the Account Value is reduced to zero because you make a full withdrawal that does not exceed your Annual Benefit Payment, or because there are insufficient funds to deduct the Lifetime GWB Rider Charge from your Account Value, and the first withdrawal from the Contract was made prior to the Minimum Lifetime Income Age, we will make monthly payments to you until the Remaining Guaranteed Withdrawal Amount is depleted. These payments may be at any other frequency acceptable to you and us, but not less frequently than annually, and shall be equal in amount, except for the last payment which will be in an amount necessary to reduce the Remaining Guaranteed Withdrawal Amount to zero. The total annual payment will not exceed the Annual Benefit Payment. If you die while these payments are being made, payments will continue to your Beneficiary until the Remaining Guaranteed Withdrawal Amount is reduced to zero. (b) If the Rider terminates under subsection (a) or ----------------------------------------------- (b) of the Termination of Rider section and first ------------------------------------------------- withdrawal from the Contract was made on or after ------------------------------------------------- Minimum Lifetime Income Age --------------------------- If the Account Value is reduced to zero because you make a full withdrawal that does not exceed your Annual Benefit Payment, or because there are insufficient funds to deduct the Lifetime GWB Rider Charge from your Account Value, and the first withdrawal from the Contract was made on or after the Minimum Lifetime Income Age, we will make monthly payments to you for the remainder of your life. These payments may be at any other frequency acceptable to you and us, but not less frequently than annually, and shall be equal in amount. The total annual payment will not exceed the Annual Benefit Payment. If you die before the Remaining Guaranteed Withdrawal Amount is depleted, payments will continue to your Beneficiary until the Remaining Guaranteed Withdrawal Amount is reduced to zero. If the Joint Life Version of this Rider was elected, payments will continue to your spouse for the remainder of your spouse's life if your spouse is the primary Beneficiary on the Contract. (c) Rider Terminates Due to Death under subsection (c) -------------------------------------------------- of the Termination of Rider section ----------------------------------- If this Rider terminates as a result of your death, your Beneficiary may elect a GWB Death Benefit in lieu of all other death benefits provided by this Contract. The GWB Death Benefit will be to pay the Remaining Guaranteed Withdrawal Amount to your Beneficiary in monthly payments or at any frequency acceptable to your Beneficiary and us (but not less frequently than annually). Such installment payments shall be equal in amount, except for the last payment, which will be in an amount necessary to reduce the Remaining Guaranteed Withdrawal Benefit Amount to zero. Except to the extent required under federal income tax law, the total annual payment will not exceed the Annual Benefit Payment. If your Beneficiary dies while such payments are made, the payments will continue to the Beneficiary's estate unless such other designee has been agreed to by us in writing. Should your Beneficiary choose to take one of the other death benefits provided by this Contract, no benefit shall be payable under this Rider. We reserve the right to accelerate any payment that is less than $500. Also, we will accelerate payments if needed in order to comply with the Internal Revenue Service ("IRS") minimum distribution requirements if this Rider is made part of a contract subject to the requirements of section 401(a)(9) of the Code and the regulations thereunder (including a Roth IRA annuity after the death of the Owner). All other rights under your FMLI-690-4 (7/08) Contract will cease. If this Rider is attached to a non-qualified annuity contract under federal income tax law, any death benefit hereunder must be paid out over a time period and in a manner that satisfies section 72(s) of the Code. If the Owner (or the Annuitant, where the Owner is not a natural person) dies prior to the "annuity starting date" (as defined under the Code and regulations thereunder), the period over which the GWB Death Benefit is paid cannot exceed the remaining life expectancy of the payee under the appropriate IRS tables. For purposes of the preceding sentence, if the payee is a non-natural person, the GWB Death Benefit must be paid out within 5 years from the date of death. Payments under the GWB Death Benefit must begin within 12 months following the date of the above referenced death. If this Rider terminates under subsection (d), (e), (f), (g), or (h) of the Termination of Rider section no further benefits will be payable under this Rider. SPOUSAL CONTINUATION If the Joint Life Version of this Rider is elected, then if a surviving spouse continues the Contract under the Spousal Continuation provisions of the Contract, and this Rider is in effect at the time of the continuation then the same terms and conditions that applied to the Owner under this Rider will continue to apply to the surviving spouse. COMPLIANCE WITH TAX This Rider will be interpreted and administered in CODE accordance with Code Section 72(s) if it is made part of a non-qualified annuity Contract; and in accordance with Code Section 401(a)(9) (including Code Section 401(a)(9)(B)) and the regulations thereunder if made part of a qualified contract. We reserve the right to amend this Rider where necessary to comply with the Code (including, but not limited to Code Section 72(s) or Code Section 401(a)(9)). EXAMPLES The purpose of examples 1 through 6 is to illustrate the operation of the Lifetime GWB Rider when withdrawals are taken in excess of the Annual Benefit Payment. Examples 1, 2 and 3 assume that the first withdrawal is taken prior to attaining the Minimum Lifetime Income Age and You are guaranteed to receive income equal to the Annual Benefit Payment until Your Remaining Guaranteed Withdrawal Amount is depleted. Examples 4, 5 and 6 assume that the first withdrawal is taken on or after you have attained the Minimum Lifetime Income Age and You are guaranteed to receive income for life equal to the Annual Benefit Payment. The purpose of Example 7 is to illustrate the asset allocation limits applicable to the Subaccounts and other accounts included by rider under subsection (2). The investment results shown are hypothetical and are not representative of past or future performance. Actual investment results may be more or less than those shown and will depend upon a number of factors, including investment allocations and the investment experience of the investment options chosen. The examples do not reflect the deduction of fees and charges and applicable income taxes and penalties. EXAMPLES 1, 2 AND 3 ASSUME THAT THE AGE AT THE EFFECTIVE DATE IS LESS THAN MINIMUM LIFETIME INCOME AGE AND THAT WITHDRAWALS START RIGHT AWAY. EXAMPLE #1 - EXCESS WITHDRAWAL WHEN THE ACCOUNT VALUE IS LOWER THAN THE TOTAL GUARANTEED WITHDRAWAL AMOUNT AND THE REMAINING GUARANTEED WITHDRAWAL AMOUNT Total Guaranteed Withdrawal Amount (TGWA) = $10,000 Remaining Guaranteed Withdrawal Amount (RGWA) = $5,000 Annual Benefit Payment (ABP) = [$500] Account Value (AV) = $4,000 Withdrawal in year 11 = $600 AV after withdrawal = $3,400 TGWA after withdrawal = $8,500 RGWA after withdrawal = $4,250 ABP after withdrawal = [$425] This is an excess withdrawal so the TGWA and RGWA will be reduced proportionately. The proportional amount is the withdrawal / AV before withdrawal = $600 / $4,000 = 15%. Therefore the TGWA and the RGWA will reduce by 15%. The TGWA will reduce from FMLI-690-4 (7/08) $10,000 to $8,500 ($10,000 - $10,000*15%). The RGWA will reduce from $5,000 to $4,250 ($5,000 - $5,000*15%). Since the TGWA is reduced, the ABP after the withdrawal is equal to the Lifetime GWB Withdrawal Rate multiplied by the TGWA after the withdrawal ([5%] x $8,500 = [$425]). The ABP of [$425] could be withdrawn each year for the next 10 years until the RGWA is reduced to $0. No additional income would be available under this rider. EXAMPLE #2 - EXCESS WITHDRAWAL WHEN THE ACCOUNT VALUE IS HIGHER THAN THE TGWA: TGWA = $10,000 RGWA = $5,000 Annual Benefit Payment = [$500] AV = $12,000 Withdrawal in year 11 = $600 AV after withdrawal = $11,400 TGWA after the withdrawal = $9,500 RGWA after the withdrawal = $4,750 ABP after withdrawal = [$475] This is an excess withdrawal so the TGWA and RGWA are reduced proportionately. The proportional amount is the withdrawal / AV before withdrawal = $600 / $12,000 = 5%. Therefore the TGWA and the RGWA will reduce by 5%. The TGWA will reduce from $10,000 to $9,500 ($10,000 - $10,000*5%). The RGWA will reduce from $5,000 to $4,750 ($5,000 - $5,000*5%). Since the TGWA is reduced, the ABP after the withdrawal is equal to the Lifetime GWB Withdrawal Rate multiplied by the TGWA after the withdrawal ([5%] x $9,500 = [$475]). The ABP of [$475] could be withdrawn each year for the next 10 years until the RGWA is reduced to $0. No additional income would be available under this rider. EXAMPLE #3 - EXCESS WITHDRAWAL AFTER A NON-EXCESS WITHDRAWAL WAS TAKEN IN THE SAME CONTRACT YEAR: TGWA = $10,000 RGWA = $5,000 Annual Benefit Payment = [$500] AV = $4,500 First withdrawal in year 11 = $500 AV after first withdrawal = $4,000 TGWA after the first withdrawal in year 11 = $10,000 RGWA after the first withdrawal in year 11= $4,500 Second withdrawal in year 11 = $500 AV after second withdrawal = $3,500 TGWA after the second withdrawal in year 11 = $8,750 RGWA after the second withdrawal in year 11= $3,937.50 ABP after withdrawal = [$437.50] The first withdrawal in year 11 will reduce the RGWA from $5,000 to $4,500. TGWA remains at $10,000. The second withdrawal in year 11 is an excess withdrawal so the TGWA and RGWA will be reduced proportionately. The proportional amount is the withdrawal / AV before second withdrawal = $500 / $4,000 = 12.5%. Therefore, the TGWA and the RGWA will reduce by 12.5%. The TGWA will reduce from $10,000 to $8,750 ($10,000 - $10,000*12.5%). The RGWA will reduce from $4,500 to $3,937.50 ($4,500 - $4,500*12.5%). The ABP of [$437.50] could be withdrawal each year for the next 9 years until the RGWA is reduced to $0. No additional income would be available under this rider. EXAMPLES 4, 5 AND 6 ASSUME THAT THE AGE AT THE EFFECTIVE DATE IS GREATER THAN THE MINIMUM LIFETIME INCOME AGE BUT LESS THAN AGE 76 AND THAT WITHDRAWALS START RIGHT AWAY. FMLI-690-4 (7/08) EXAMPLE #4 - EXCESS WITHDRAWAL WHEN THE ACCOUNT VALUE IS LOWER THAN THE TOTAL GUARANTEED WITHDRAWAL AMOUNT AND THE REMAINING GUARANTEED WITHDRAWAL AMOUNT Total Guaranteed Withdrawal Amount (TGWA) = $10,000 Remaining Guaranteed Withdrawal Amount (RGWA) = $5,000 Annual Benefit Payment (ABP) = [$500] Account Value (AV) = $4,000 Withdrawal in year 11 = $600 AV after withdrawal = $3,400 TGWA after withdrawal = $8,500 RGWA after withdrawal = $4,250 ABP after withdrawal = [$425] This is an excess withdrawal so the TGWA and RGWA are reduced proportionately. The proportional amount is the withdrawal / AV before withdrawal = $600 / $4,000 = 15%. Therefore the TGWA and the RGWA will reduce by 15%. The TGWA will reduce from $10,000 to $8,500 ($10,000 - $10,000*15%). The RGWA will reduce from $5,000 to $4,250 ($5,000 - $5,000*15%). Since the TGWA is reduced, the ABP after the withdrawal is equal to the Lifetime GWB Withdrawal Rate multiplied by the TGWA after the withdrawal ([5%] x $8,500 = [$425]). The ABP of [$425] could be withdrawn each year for life. EXAMPLE #5 - EXCESS WITHDRAWAL WHEN THE ACCOUNT VALUE IS HIGHER THAN THE TGWA: TGWA = $10,000 RGWA = $5,000 Annual Benefit Payment = [$500] AV = $12,000 Withdrawal in year 11 = $600 AV after withdrawal = $11,400 TGWA after the withdrawal = $9,500 RGWA after the withdrawal = $4,750 ABP after withdrawal = [$475] This is an excess withdrawal so the TGWA and RGWA are reduced proportionately. The proportional amount is the withdrawal / AV before withdrawal = $600 / $12,000 = 5%. Therefore the TGWA and the RGWA will reduce by 5%. The TGWA will reduce from $10,000 to $9,500 ($10,000 - $10,000*5%). The RGWA will reduce from $5,000 to $4,750 ($5,000 - $5,000*5%). Since the TGWA is reduced, the ABP after the withdrawal is equal to the Lifetime GWB Withdrawal Rate multiplied by the TGWA after the withdrawal ([5%] x $9,500 = [$475]). The ABP of [$475] could be withdrawn each year for life. EXAMPLE #6 - EXCESS WITHDRAWAL AFTER A NON-EXCESS WITHDRAWAL WAS TAKEN IN THE SAME CONTRACT YEAR: TGWA = $10,000 RGWA = $5,000 Annual Benefit Payment = [$500] AV = $4,500 First withdrawal in year 11 = $500 AV after first withdrawal = $4,000 TGWA after the first withdrawal in year 11 = $10,000 RGWA after the first withdrawal in year 11= $4,500 Second withdrawal in year 11 = $500 AV after second withdrawal = $3,500 TGWA after the second withdrawal in year 11 = $8,750 RGWA after the second withdrawal in year 11= $3,937.50 ABP after withdrawal = [$437.50] The first withdrawal in year 11 will reduce the RGWA from $5,000 to $4,500. TGWA remains FMLI-690-4 (7/08) at $10,000. The second withdrawal in year 11 is an excess withdrawal so the TGWA and RGWA will be reduced proportionately. The proportional amount is the withdrawal / AV before second withdrawal = $500 / $4,000 = 12.5%. Therefore, the TGWA and the RGWA will reduce by 12.5%. The TGWA will reduce from $10,000 to $8,750 ($10,000 - $10,000*12.5%). The RGWA will reduce from $4,500 to $3,937.50 ($4,500 - $4,500 * 12.5%). The ABP of [$437.50] could be withdrawal each year for life. EXAMPLE #7 - ALLOCATION AND REBALANCING Assume an account was issued on 1/1/2008 with a $100,000 Purchase Payment. The chosen asset allocation is: Platform 1 - 25% Platform 2 - 60% Platform 3 - 15% A purchase payment of $100,000 was made on 2/1/2008 with the same asset allocation. The money allocated to each Platform from the new Purchase Payment is: Platform 1 - $25,000 Platform 2 - $60,000 Platform 3 - $15,000 The Account Value at the end of 3/31/08 is $200,000. Assume $55,000 is in Platform 1, $110,000 is in Platform 2, and $35,000 is in Platform 3. The quarterly rebalancing will take place on 4/1/2008 so that after the rebalancing, the Platform values will be: Platform 1 = 25% of $200,000 = $50,000 Platform 2 = 60% of $200,000 = $120,000 Platform 3 = 15% of $200,000 = $30,000 The client changes their Purchase Payment allocation instructions on 5/1/2008. Since no new Purchase Payment is allocated, no rebalancing occurs. Future Purchase Payments and quarterly rebalancing will be made in accordance with this revised Purchase Payment allocation instruction. The new instruction is: Platform 1 - 15% Platform 2 - 55% Platform 3 - 15% Platform 4 - 15% This new The Account Value at the end of 6/30/08 is $250,000. Assume $60,000 is in Platform 1, $130,000 is in Platform 2, and $60,000 is in Platform 3. The quarterly rebalancing will take place on 7/1/2008 using the most recent Purchase Payment allocation from 5/1/2008 so that after the rebalancing, the Platform values will be: Platform 1 = 15% of $250,000 = $37,500 Platform 2 = 55% of $250,000 = $137,500 Platform 3 = 15% of $250,000 = $37,500 Platform 4 = 15% of $250,000 = $37,500 First MetLife Investors Insurance Company has caused this Rider to be signed by its Secretary. FIRST METLIFE INVESTORS INSURANCE COMPANY /s/ Richard C. Pearson ----------------------------------------- [SECRETARY] FMLI-690-4(7/08) EX-99.4(XXXVI) 5 dex994xxxvi.txt FORM OF GUARANTEED MINIMUM INCOME BENEFIT - LIVING BENEFIT RIDER GUARANTEED MINIMUM INCOME BENEFIT RIDER - LIVING BENEFIT This Rider forms a part of the Contract to which it is attached and is effective as of the Effective Date shown on the Contract Schedule. In the case of a conflict with any provision of the Contract, the provisions of this Rider will control, including but not limited to the Enhanced Dollar Cost Averaging (EDCA) Rider. Your election of this Rider is irrevocable and its provisions will remain part of the Contract until terminated in accordance with the provisions below. This Rider amends the Contract as follows: DEFINITIONS For purposes of the Rider, the term "Effective Date" is defined to mean the date this Rider is issued and made an effective part of your Contract. The Effective Date must be on the Issue Date or a Contract Anniversary. The following is added to the "Annuity Provisions" section: GUARANTEED MINIMUM INCOME BENEFIT This Rider provides a minimum income benefit upon annuitization by establishing an Income Base and applying such Income Base to guaranteed purchase rates. The Income Base is the greater of the Highest Anniversary Value (defined below) and the Annual Increase Amount (defined below). The Income Base is established for the sole purpose of determining the minimum income benefit and is not available for cash withdrawals and does not establish or guarantee an Account Value or a minimum return for any Subaccount. We guarantee that your minimum monthly Fixed Income Payment will not be less than the Guaranteed Minimum Income Benefit (GMIB) Payment (less any applicable charges and fees as described in the Contract Schedule or any Rider) provided you meet the eligibility requirements below. If a higher Fixed Income Payment results from applying your total Adjusted Account Value to the then current Fixed Annuity rates applicable to this class of contracts, we will pay you the greater amount. At the Annuity Calculation Date, the GMIB Payment will be determined by applying the Income Base to the GMIB Annuity Table multiplied by the applicable GMIB Payment Adjustment Factor shown on the Contract Schedule. In calculating the GMIB Payment, any Withdrawal Charges that would have applied if you had made a full withdrawal of your Account Value will be deducted from the Income Base. We reserve the right to reduce the Income Base for any Premium and Other Taxes that may apply. You choose an Annuity Date that is within 30 days following any Contract Anniversary on or after the GMIB Income Date shown on the Contract Schedule, but no more than 30 days after the GMIB Rider Termination Date shown on the Contract Schedule. Under this Rider, your Purchase Payment allocations and all transfers, and reallocations of your Account Value must meet the following allocation limits applicable to the Subaccounts and other accounts included by rider as set forth in the section on Allocation, Transfer and Rebalancing below. On any Contract Anniversary on or after the GMIB First Optional Step-Up Date as shown on your Contract Schedule, you may elect an Optional Step-Up provided the amount of time that has elapsed since the last Optional Step-Up is at least equal to the GMIB Optional Step-Up Waiting Period shown on your Contract Schedule. You may elect an Optional Step-Up provided that The Account Value exceeds the Annual Increase Amount immediately before the Step-Up, and Your Attained Age on the Optional Step-Up Date (or the age of the oldest Joint Owner, or of the Annuitant if the Owner is a non-natural person) does not exceed the Maximum Optional Step-Up Age as shown on the Contract Schedule. The Optional Step-Up election will reset the Annual Increase Amount to the Account Value on the Contract Anniversary, reset the maximum Annual Increase Amount if greater than the maximum Annual Increase Amount immediately before the Step-Up, reset the GMIB Income Date to the Optional Step-Up GMIB Income Date as shown on the Contract Schedule and reset the GMIB FMLI-560-4 (7/08) Rider Charge, as shown on your Contract Schedule, to a rate we shall determine that does not exceed the Maximum Optional Step-Up Charge, as shown on your Contract Schedule, provided that this rate will not exceed the rate currently applicable to the same rider available for new contract purchases at the time of Step-Up. THIS RIDER WILL TERMINATE UPON THE EARLIEST OF (A) THE 30TH DAY FOLLOWING THE GMIB RIDER TERMINATION DATE SHOWN ON THE CONTRACT SCHEDULE; (B) THE DATE YOU MAKE A FULL WITHDRAWAL OF YOUR ACCOUNT VALUE; (C) THE DATE THERE ARE INSUFFICIENT FUNDS TO DEDUCT THE GMIB RIDER CHARGE FROM YOUR ACCOUNT VALUE; (D) THE DATE YOU ANNUITIZE YOUR CONTRACT; (E) A CHANGE OF THE OWNER OR JOINT OWNER (OR ANNUITANT IF THE OWNER IS A NON-NATURAL PERSON), SUBJECT TO OUR ADMINISTRATIVE PROCEDURES; (F) THE DATE YOU ASSIGN YOUR CONTRACT, SUBJECT TO OUR ADMINISTRATIVE PROCEDURES; (G) DEATH OF THE OWNER OR JOINT OWNER (OR ANNUITANT IF THE OWNER IS A NON-NATURAL PERSON); (H) THE DATE THE GUARANTEED PRINCIPAL OPTION TAKES EFFECT; OR (I) TERMINATION OF THE CONTRACT TO WHICH THIS RIDER IS ATTACHED. INCOME BASE The Income Base is the greater of (a) or (b): (a) Highest Anniversary Value: On the Effective Date we set this value equal to your Account Value. If the Effective Date is the same as the Issue Date, we set this value equal to your initial Purchase Payment. During each subsequent Contract Year we increase this value by any Purchase Payments made and reduce it proportionately by the Percentage Reduction, as defined below, in Account Value attributable to any partial withdrawals taken. On every subsequent Contract Anniversary prior to the Last Highest Anniversary Date shown on the Contract Schedule, we compare this value to the current Account Value and we set the Highest Anniversary Value equal to the higher amount. (b) Annual Increase Amount: On the Effective Date we set this amount equal to your Account Value. If the Effective Date is the same as the Issue Date, we set this value equal to your initial Purchase Payment. For purposes of this calculation, if this Rider is effective on the Issue Date, all Purchase Payments credited within 120 days of the Issue Date will be treated as if received on the Issue Date. After the Effective Date, this amount will equal: (i) The sum total of the Annual Increase Amount on the Effective Date and each Purchase Payment accumulated at the Annual Increase Accumulation Rate, shown on the Contract Schedule, through the earlier of the Annuity Calculation Date or the GMIB Rider Termination Date, from the date the Purchase Payment is made, less (ii) The sum total of each Withdrawal Adjustment, as defined below, for any partial withdrawal accumulated at the Annual Increase Accumulation Rate, through the earlier of the Annuity Calculation Date or the GMIB Rider Termination Date, from the date of withdrawal. The Annual Increase Amount is subject to a Maximum Annual Increase Amount equal to the Annual Increase Amount Cap Percentage, shown on the Contract Schedule, multiplied by the sum total of the Annual Increase Amount on the Effective Date and each Purchase Payment. The Maximum Annual Increase Amount may increase upon Optional Step-Up as described below. For purposes of calculating the Annual Increase Amount when the GMIB Rider Charge is assessed, the Annual Increase Accumulation Rate will be applied through the end of the prior Contract Year. We define the Percentage Reduction in Account Value attributable to a partial withdrawal as the computation of dividing the dollar amount of the withdrawal plus any applicable Withdrawal Charges by the Account Value immediately preceding such withdrawal. When we reduce a value proportionately by the Percentage Reduction in Account Value attributable to a partial withdrawal we multiply that value by 1 minus the Percentage Reduction. The Withdrawal Adjustment for any partial withdrawal in a Contract Year is defined to equal the Annual Increase Amount immediately prior to the withdrawal multiplied by the Percentage Reduction in Account Value attributable to that partial withdrawal. However, if all partial withdrawals in a Contract Year are payable to the Owner (or Annuitant if the Owner is a non- FMLI-560-4 (7/08) natural person) or other payees that we agree to in writing and if total partial withdrawals in a Contract Year are not greater than the Annual Increase Amount on the previous Contract Anniversary multiplied by the Dollar-for-Dollar Withdrawal Percentage shown on the Contract Schedule, the total Withdrawal Adjustments for that Contract Year will be set equal to the dollar amount of total partial withdrawals in that Contract Year and treated as a single withdrawal at the end of that Contract Year. GMIB ANNUITY The guaranteed monthly payout rates per $1000 of Income Base are TABLE shown in the GMIB Annuity Tables using the Basis of GMIB Annuity Table shown on the Contract Schedule. The rate applied will depend upon the Annuity Option chosen and the Attained Age and sex of the Annuitant and Joint Annuitant, if applicable. The base contract provides guaranteed fixed annuity payments that are based on the Annuity 2000 Mortality Table with 7-year age setback with interest at the minimum guaranteed interest rate. Since the payout rates guaranteed under this Rider are based on conservative assumptions, the level of income guaranteed under this Rider is often less than the income that would be guaranteed by annuitizing under the regular provisions of your Contract. ELIGIBILITY You are only eligible to receive GMIB Payments if: REQUIREMENTS FOR THE GMIB 1. The Owner is a natural person and the Owner is also the PAYMENT Annuitant. If the Owner is a non-natural person then the Annuitant will be considered the Owner for GMIB Payment purposes. If Joint Owners are named, the age of the oldest will be used to determine the Income Base and GMIB Payment, and 2. You choose an Annuity Date that is within 30 days following any Contract Anniversary on or after the GMIB Income Date shown on the Contract Schedule, but no more than 30 days after the GMIB Rider Termination Date shown on the Contract Schedule. However, if your Account Value is fully withdrawn (we will notify you prior to a withdrawal that would result in the Account Value being fully withdrawn with an opportunity to remedy), we set an Annuity Date 30 days following the full withdrawal date, and the GMIB Payment (if any) will be determined using the Income Base after any applicable Withdrawal Adjustment associated with the withdrawal that exhausted your Account Value, and 3. You choose to start receiving Fixed Income Payments under one of the Annuity Options shown on the Contract Schedule. If a single life option is chosen and Joint Owners are named, the age of the oldest will be used to determine the Income Base and the GMIB Payment, and monthly Fixed Income Payments will be made for the lifetime of the oldest Joint Owner. You may name a Joint Annuitant on the Annuity Date for purposes of a Life Income Annuity for Two option, and 4. Income Payments will be paid as monthly installments or at any frequency acceptable to you and us. If the amount of the Income Base to be applied under an Annuity Option is less than $5,000, we reserve the right to make one lump sum payment in lieu of Income Payments. If the amount of the first Income Payment would be less than $100, we may reduce the frequency of payments to an interval which will result in the payment being at least $100, but no less than annually. GMIB RIDER The GMIB Rider Charge is equal to the specified percentage shown CHARGE on the Contract Schedule multiplied by the Income Base at the end of the prior Contract Year prior to any Optional Step-Up. The charge is assessed for the prior Contract Year at each Contract Anniversary following the Effective Date. If you take a full withdrawal or apply any portion of your Adjusted Account Value to an Annuity Option, a pro rata portion of the GMIB Rider Charge will be assessed based on the number of months from the last Contract Anniversary to the date of withdrawal or application to an Annuity Option. The GMIB Rider Charge may only be changed as a result of an Optional Step-Up. The GMIB Rider Charge will be deducted from your Account Value. This deduction will result in the cancellation of Accumulation Units from each applicable Subaccount (and/or reduction of any portion of the Account Value allocated to any other accounts included by rider) in the ratio that the portion of the Account Value in such Subaccount (and/or other account) bears to FMLI-560-4 (7/08) the total Account Value. GUARANTEED PRINCIPAL OPTION The Guaranteed Principal Option allows you to elect to receive an adjustment to your Account Value in lieu of receiving GMIB Payments. The adjustment is called the Guaranteed Principal Adjustment, and is equal to (a) - (b) defined below: (a) is the Account Value on the Effective Date reduced proportionately by the Percentage Reduction in Account Value attributable to any partial withdrawals taken. If the Effective Date is the same as the Issue Date, this value is the Purchase Payments credited within 120 days of the Effective Date reduced proportionately by the Percentage Reduction in Account Value attributable to any partial withdrawals taken. (b) is the Account Value on the Contract Anniversary immediately preceding exercise of the Guaranteed Principal Option. The Guaranteed Principal Option may be exercised provided that (a) exceeds (b) as defined above. You may exercise the Guaranteed Principal Option in accordance with our administrative procedures within 30 days following any Contract Anniversary on or after the Guaranteed Principal Option First Exercise Date shown on the Contract Schedule, but no more than 30 days following the GMIB Rider Termination Date shown on the Contract Schedule. The Guaranteed Principal Adjustment will be made at the end of the 30-day window period after the Contract Anniversary immediately preceding receipt of such Notice. The Guaranteed Principal Adjustment will be added to each applicable Subaccount and any other accounts included by rider in the ratio that the Account Value in such Subaccount bears to the total Account Value in all Subaccounts and any other account included by rider. The Guaranteed Principal Adjustment will never be less than zero. If the Guaranteed Principal Option is exercised, this GMIB Rider will terminate on the date the Guaranteed Principal Adjustment is added to the Account Value and we will no longer deduct the GMIB Rider Charge and the limitations relating to the GMIB Subaccounts described in Allocation, Transfer and Rebalancing below will no longer apply. OPTIONAL STEP-UP On any Contract Anniversary on or after the GMIB First Optional Step-Up Date as shown on your Contract Schedule, you may elect an Optional Step-Up provided the amount of time that has elapsed since the last Optional Step-Up is at least equal to the GMIB Optional Step-Up Waiting Period shown on your Contract Schedule. You may elect by Notice, an Optional Step-Up provided that: 1. The Account Value exceeds the Annual Increase Amount immediately before the Step-Up, and 2. Your Attained Age on the Optional Step-Up Date (or the age of the oldest Joint Owner, or of the Annuitant if the Owner is a non-natural person) does not exceed the Maximum Optional Step-Up Age as shown on the Contract Schedule. You may elect an Optional Step-Up by providing Notice to Us in accordance with our administrative procedures. The Optional Step-Up will take effect on the Contract Anniversary following receipt of such Notice. The Optional Step-Up election will: (a) reset the Annual Increase Amount to the Account Value on the Contract Anniversary following receipt of an Optional Step-Up election. All Purchase Payments and Withdrawal Adjustments previously used to calculate the Annual Increase Amount will be set equal to zero on the Step-Up date, and the Account Value on the Step-Up date will be treated as a single Purchase Payment received on that date for purposes of determining the Annual Increase Amount. (b) reset the Maximum Annual Increase Amount to the Annual Increase Amount Cap Percentage multiplied by the reset Annual Increase Amount, if greater than the Maximum Annual Increase Amount immediately before the Step-Up. (c) reset the GMIB Income Date to the Optional Step-Up GMIB Income Date as shown on FMLI-560-4 (7/08) the Contract Schedule. (d) reset the GMIB Rider Charge to a rate we shall determine that does not exceed the Maximum Optional Step-Up Charge, as shown on your Contract Schedule, provided that this rate will not exceed the rate currently applicable to the same rider available for new contract purchases at the time of Step-Up. ALLOCATION, While this Rider is in force, unless otherwise provided in the TRANSFER AND Contract Schedule, all allocations to or transfers among REBALANCING Subaccounts and any other accounts included by rider are limited as follows: Each Purchase Payment, or your Account Value on the Effective Date, must be allocated in accordance with either subsection (1) or (2) below: 1. You must allocate your Purchase Payments or your Account Value on the Effective Date to the GMIB Subaccounts and to other accounts included by rider shown on the Contract Schedule. 2. You must allocate your Purchase Payments or your Account Value on the Effective Date in accordance with the following allocation requirements: (a) A percentage, at least equal to the Platform 1 Minimum Percentage shown on the Contract Schedule, must be allocated to any combination of Subaccounts that we classify as Platform 1 Subaccounts, and other accounts included by rider shown on the Contract Schedule; (b) A percentage, not to exceed the Platform 2 Maximum Percentage shown on the Contract Schedule, may be allocated to any combination of Subaccounts that we classify as Platform 2 Subaccounts, shown on the Contract Schedule; (c) A percentage, not to exceed the Platform 3 Maximum Percentage shown on the Contract Schedule, may be allocated to any combination of Subaccounts that we classify as Platform 3 Subaccounts, shown on the Contract Schedule; and (d) A percentage, not to exceed the Platform 4 Maximum Percentage shown on the Contract Schedule, may be allocated to any combination of Subaccounts that we classify as Platform 4 Subaccounts, shown on the Contract Schedule. If you chose to allocate a Purchase Payment to the EDCA Account, then the entire Purchase Payment must be allocated only to the EDCA Account. In addition, all transfers from an EDCA Account must be allocated to the same Subaccounts, and other accounts included by rider, as your most recent allocations for Purchase Payments, or your Account Value on the Effective Date. Your Account Value will be rebalanced on a quarterly basis based on your most recent Purchase Payment allocation among the Subaccounts or other accounts included by rider that complies with the allocation limitations described above. Rebalancing will also occur on a date when a subsequent Purchase Payment is received, if accompanied by new allocation instructions (in addition to the quarterly rebalancing). Quarterly rebalancing will first occur on the date that is three months from the Effective Date; provided however, rebalancing will be made on the 1st day of the following month if a quarterly rebalancing date occurs on the 29th, 30th or 31st of a month. Subsequent rebalancing will be made each quarter thereafter on the same day. In addition, if a quarterly rebalancing date is not a Business Day the reallocation will occur on the next Business Day. Withdrawals from the Contract will not result in rebalancing on the date of withdrawal. The Company will determine whether a Subaccount or any other accounts included by rider is classified as Platform 1, Platform 2, Platform 3 or Platform 4. We will not determine or change the classification of a Subaccount or other accounts included by rider in the event a Subaccount or its underlying investment option or any other accounts included by rider is added, deleted, substituted, merged or otherwise reorganized, unless we receive prior approval of the New York State Insurance Department. In that case, any change in classification will only take effect as to your Contract in the event you make a new Purchase Payment or request a transfer among Subaccounts and any other accounts included by rider. We will provide you with prior written notice of any changes FMLI-560-4 (7/08) in classification of Subaccounts or any other accounts included by rider. You may change your Purchase Payment allocations instructions at anytime upon Notice to us, provided that such instructions must comply with the allocation limits described above in subsections (1) and (2). If you provide new allocation instructions for Purchase Payments and if these instructions conform to the allocation limits described above, future Purchase Payment and EDCA Account transfer allocations and quarterly rebalancing will be made in accordance with the revised allocation instructions. Any transfer request must result in an Account Value that meets the allocation limits described above. Any transfer request will not cause your Purchase Payment allocation instructions to change unless a separate instruction is provided to us at the time of transfer. For additional details of the Company's policies and procedures applicable to this Allocation, Transfer and Rebalancing section of the Rider, please contact the Company. Any attempt to allocate to or transfer among Subaccounts and any other accounts included by rider Purchase Payments or Account Value not according to the allocation requirements above will not be accepted. TERMINATION OF This Rider will terminate upon the earliest of: RIDER (a) The 30th day following the GMIB Rider Termination Date shown on the Contract Schedule; (b) The date you make a full withdrawal of your Account Value; (c) The date there are insufficient funds to deduct the GMIB Rider Charge from your Account Value; (d) The date you annuitize your Contract; (e) A change of the Owner or Joint Owner (or Annuitant if the Owner is a non-natural person), subject to our administrative procedures; (f) The date you assign your Contract, subject to our administrative procedures. (g) Death of the Owner or Joint Owner (or Annuitant if the Owner is a non-natural person); (h) The date the Guaranteed Principal Option takes effect; or (i) Termination of the Contract to which this Rider is attached EXAMPLES The purpose of examples 1 and 2 is to illustrate withdrawal adjustments to the Annual Increase Amount. Example 1 illustrates a dollar-for-dollar adjustment when total partial withdrawals in a Contract Year are less than or equal to the Dollar-for-Dollar Withdrawal Percentage of the Annual Increase Amount from the prior Contract Anniversary. Example 2 illustrates a proportionate adjustment when total partial withdrawals in a Contract Year are greater than the Dollar-for-Dollar Withdrawal Percentage of the Annual Increase Amount from the prior Contract Anniversary. The purpose of Example 3 is to show the asset allocation limits applicable to the Subaccounts and other accounts included by rider under subsection (2). The investment results shown are hypothetical and are not representative of past or future performance. Actual investment results may be more or less than those shown and will depend upon a number of factors, including investment allocations and the investment experience of the investment options chosen. The examples do not reflect the deduction of fees and charges and applicable income taxes and penalties. EXAMPLE #1 - DOLLAR-FOR-DOLLAR ADJUSTMENT WHEN WITHDRAWAL IS LESS THAN OR EQUAL TO [6%] OF THE ANNUAL INCREASE AMOUNT FROM THE PRIOR CONTRACT ANNIVERSARY Initial Annual Increase Amount (AIA) = $100,000 AIA at the 1st Contract Anniversary = $106,000 Account Value (AV) at 1st Contract Anniversary = $80,000 Withdrawal on 1st Contract Anniversary = $6,000 AIA after withdrawal = $100,000 AV after withdrawal = $74,000 FMLI-560-4 (7/08) Assume the initial purchase payment is $100,000. Assume the AV at the 1st Contract Anniversary is $80,000. The AIA at the 1st Contract Anniversary will be $106,000 ($100,000 increased by [6%] per year, compounded annually). Assume that on the 1st Contract Anniversary, $6,000 is withdrawn (leaving an AV of $74,000). Because the withdrawal is less than or equal to [6%] of the AIA from the prior Contract Anniversary, the AIA is reduced by the withdrawal on a dollar-for-dollar basis to $100,000 ($106,000 - $6,000 = $100,000). Assuming no other purchase payments or withdrawals are made before the 2nd Contract Anniversary, the AIA at the 2nd Contract Anniversary will be $106,000 ($100,000 increased by [6%] per year, compounded annually). EXAMPLE #2 - PROPORTIONATE ADJUSTMENT WHEN WITHDRAWAL IS GREATER THAN [6%] OF THE ANNUAL INCREASE AMOUNT FROM THE PRIOR CONTRACT ANNIVERSARY Initial Annual Increase Amount (AIA) = $100,000 AIA at the 1st Contract Anniversary immediately before withdrawal = $106,000 AV at 1st Contract Anniversary immediately before withdrawal = $80,000 Withdrawal on 1st Contract Anniversary = $10,000 AIA after withdrawal = $92,750 AV after withdrawal = $70,000 Assume the initial purchase payment is $100,000. Assume the AV at the 1st Contract Anniversary is $80,000. The AIA at the 1st Contract Anniversary will be $106,000 ($100,000 increased by [6%] per year, compounded annually). Assume that on the 1st Contract Anniversary, $10,000 is withdrawn (leaving an AV of $70,000). Because the withdrawal is greater than [6%] of the AIA from the prior Contract Anniversary, the AIA is reduced by the value of the AIA immediately before the withdrawal ($106,000) multiplied by the percentage reduction in the AV attributed to that withdrawal ($10,000/$80,000 = 12.5%). Therefore, the new AIA is $92,750 ($106,000 x 12.5% = $13,250; $106,000 - $13,250 = $92,750). Assuming no other purchase payments or withdrawals are made before the 2nd Contract Anniversary, the Annual Increase Amount at the 2nd Contract Anniversary will be $98,315 ($92,750 increased by [6%] per year, compounded annually). The maximum withdrawal that can be taken in the 3rd Contract Year without getting a proportionate adjustment to the AIA would be $5,899 ($98,315 * [6%]). EXAMPLE #3 Assume an account was issued on 1/1/2008 with a $100,000 Purchase Payment. The chosen asset allocation is: Platform 1 - 25% Platform 2 - 60% Platform 3 - 15% A purchase payment of $100,000 was made on 2/1/2008 with the same asset allocation. The money allocated to each Platform from the new Purchase Payment is: Platform 1 - $25,000 Platform 2 - $60,000 Platform 3 - $15,000 The Account Value at the end of 3/31/08 is $200,000. Assume $55,000 is in Platform 1, $110,000 is in Platform 2, and $35,000 is in Platform 3. The quarterly rebalancing will take place on 4/1/2008 so that after the rebalancing, the Platform values will be: Platform 1 = 25% of $200,000 = $50,000 Platform 2 = 60% of $200,000 = $120,000 Platform 3 = 15% of $200,000 = $30,000 The client changes their Purchase Payment allocation instructions on 5/1/2008. Since no new Purchase Payment is allocated, no rebalancing occurs. Future Purchase Payments and quarterly rebalancing will be made in accordance with this revised Purchase Payment allocation instruction. The new instruction is: Platform 1 - 15% Platform 2 - 55% FMLI-560-4 (7/08) Platform 3 - 15% Platform 4 - 15% This new The Account Value at the end of 6/30/08 is $250,000. Assume $60,000 is in Platform 1, $130,000 is in Platform 2, and $60,000 is in Platform 3. The quarterly rebalancing will take place on 7/1/2008 using the most recent Purchase Payment allocation from 5/1/2008 so that after the rebalancing, the Platform values will be: Platform 1 = 15% of $250,000 = $37,500 Platform 2 = 55% of $250,000 = $137,500 Platform 3 = 15% of $250,000 = $37,500 Platform 4 = 15% of $250,000 = $37,500 First MetLife Investors Insurance Company has caused this Rider to be signed by its Secretary. FIRST METLIFE INVESTORS INSURANCE COMPANY /s/ Richard C Pearson ----------------------------------------- [SECRETARY] FMLI-560-4 (7/08) GMIB ANNUITY TABLES AMOUNT OF FIRST MONTHLY INCOME PAYMENT PER $1000 OF INCOME BASE ANNUITANT ONLY Life Annuity with 5 Years of Annuity Payments Guaranteed - ----------------------------- ATTAINED AGE OF Male Female ANNUITANT - --------------- ---- ------ 55 3.11 2.89 60 3.46 3.19 65 3.91 3.58 70 4.52 4.10 75 5.33 4.80 80 6.42 5.78 85 7.52 6.85 90 7.52 6.85 ANNUITANT AND JOINT ANNUITANT
Joint and Survivor Annuity with 5 Years of Annuity Payments Guaranteed - -------------------------------------------------------------------------------------------------- AGE OF FEMALE ANNUITANT ATTAINED AGE OF --------------------------------------------------------------------------------- MALE ANNUITANT 10 YEARS YOUNGER 5 YEARS YOUNGER 0 YEARS YOUNGER 5 YEARS OLDER 10 YEARS OLDER - --------------- ---------------- --------------- --------------- ------------- -------------- 55 2.37 2.50 2.63 2.75 2.85 60 2.55 2.71 2.87 3.02 3.15 65 2.77 2.97 3.17 3.37 3.54 70 3.04 3.30 3.58 3.84 4.07 75 3.40 3.75 4.12 4.48 4.79 80 3.88 4.35 4.87 5.37 5.79 85 4.38 5.00 5.68 6.32 6.84 90 4.38 5.00 5.68 6.32 6.84
Monthly payments for ages not shown will be furnished on request. FMLI-560-4 (7/08) EX-99.5(IV) 6 dex995iv.txt FORM OF VARIABLE ANNUITY APPLICATION INDIVIDUAL VARIABLE ANNUITY APPLICATION SEND APPLICATION AND CHECK TO: [LOGO] MetLife(R) First MetLife Investors Insurance Company Home Office Address (no correspondence) Policy Service Office: P.O. Box 10366 . Des Moines, Iowa 50306-0366 200 Park Avenue . New York, NY 10166 For Express Mail Only . 4700 Westown Parkway Ste. 200 . West Des Moines, IA 50266-2266 [First MetLife Investors Variable Annuity Class XC] FOR ASSISTANCE CALL: THE SALES DESK ACCOUNT INFORMATION 1. ANNUITANT Social [John J. Doe] Security Number [123 -- 45 -- 6789] - -------------------------------------------------------------------- ------------------- Name (First) (Middle) (Last) Sex [[X]] M [_] F Date of Birth [4/12/58] --------- [123 Main Street Anytown IL 60001] - -------------------------------------------------------------------- Address (Street - No P.O. Box) (City) (State) (Zip) Phone [(708) 123-4567] ---------------- 2. OWNER (COMPLETE ONLY IF DIFFERENT THAN ANNUITANT) Correspondence is sent to the Owner. Social ____________________________________________________________________ Security/Tax ID Number _________ -- _________ -- _________ Name (First) (Middle) (Last) Sex [_] M [_] F Date of Birth ________/_______/________ ____________________________________________________________________ Address (Street - No P.O. Box) (City) (State) (Zip) Phone (_________) ________________________________________ 3. JOINT OWNER Social ____________________________________________________________________ Security Number ___________ -- ___________ -- ____________ Name (First) (Middle) (Last) Relationship to Owner ____________________________________ ____________________________________________________________________ Address (Street - No P.O. Box) (City) (State) (Zip) Sex [_] M [_] F Date of Birth ________/_______/________ Phone (_________) ________________________________________ 4. BENEFICIARY Show full name(s), address(es), relationship to Owner, Social Security Number(s), and percentage each is to receive. Use the Special Requests section if additional space is needed. UNLESS SPECIFIED OTHERWISE IN THE SPECIAL REQUESTS SECTION, IF JOINT OWNERS ARE NAMED, UPON THE DEATH OF EITHER JOINT OWNER, THE SURVIVING JOINT OWNER WILL BE THE PRIMARY BENEFICIARY, AND THE BENEFICIARIES LISTED BELOW WILL BE CONSIDERED CONTINGENT BENEFICIARIES. FOR CUSTODIAN OWNED CONTRACTS, CONTINGENT BENEFICIARY MUST BE SPOUSE IF ELECTING ------------------------- JOINT LIFE LWG OPTION (IF AVAILABLE). [Mary J. Doe, Wife, 1/12/60 234-56-7890] - -------------------------------------------------------------------------------------------------------------------------------- Primary Name Relationship Date of Birth Social Security Number ________________________________________________________/____/_____________________________________-_______-____________________ Contingent Name Relationship Date of Birth Social Security Number ________________________________________________________/____/_____________________________________-_______-____________________ Primary Name Relationship Date of Birth Social Security Number ________________________________________________________/____/_____________________________________-_______-____________________ Contingent Name Relationship Date of Birth Social Security Number 5. PLAN TYPE 6. PURCHASE PAYMENT INDICATE ONLY HOW CONTRACT IS TO BE ISSUED. Funding Source of Purchase Payment ---------------------------------- .. NON-QUALIFIED ................ [[X]] [_] 1035 Exchange [_] Check [_] Wire .. QUALIFIED TRADITIONAL IRA* ... [_] Transfer [_] Rollover [_] Contribution - Year _______ .. QUALIFIED SEP IRA* ........... [_] Transfer [_] Rollover [_] Contribution - Year _______ Initial Purchase .. QUALIFIED ROTH IRA* .......... [_] Transfer [_] Rollover [_] Contribution - Year _______ Payment $___[10,000]______________ .. QUALIFIED 401 ................ [_] Make Check Payable to First MetLife Investors * THE ANNUITANT AND OWNER MUST BE THE SAME PERSON. (Estimate dollar amount for 1035 exchanges, transfers, rollovers, etc.) Minimum Initial Purchase Payment: $10,000 Non-Qualified/Qualified 6252 (4/08) APPXCNY JULY 2008
Page 1 RIDER 7. BENEFIT RIDERS (subject to age restrictions) These riders may only be chosen at time of application. PLEASE NOTE, THERE ARE ADDITIONAL CHARGES FOR THE OPTIONAL RIDERS. ONCE ELECTED THESE OPTIONS MAY NOT BE CHANGED. [1) LIVING BENEFIT RIDERS (Optional. Only ONE of the following Riders may be elected.) [_] Guaranteed Minimum Income Benefit Plus Rider (GMIB PLUS)/1/ (2008) [_] Guaranteed Withdrawal Benefit Rider (GWB)/2/ [_] Guaranteed Minimum Accumulation Benefit Rider (GMAB) [_] Single Life - Lifetime Withdrawal Guarantee (LWG)/3/ (2008) [_] Joint Life - Lifetime Withdrawal Guarantee (LWG)/3/ (2008) (FOR CUSTODIAN OWNED CONTRACTS, IF JOINT LIFE LWG IS ELECTED, IF AVAILABLE, BENEFICIARY SECTION MUST BE COMPLETED.) /1/ IF GMIB PLUS IS CHOSEN, THE NY GMIB PLUS SUPPLEMENTAL APPLICATION (6720) MUST BE SIGNED AND SUBMITTED WITH THIS APPLICATION. /2/ GWB IS THE ONLY LIVING BENEFIT RIDER AVAILABLE FOR DECEDENT IRAS. /3/ IF EITHER LWG OPTION IS CHOSEN, THE NY LWG SUPPLEMENTAL APPLICATION (6027) MUST BE SIGNED AND SUBMITTED WITH THIS APPLICATION. 2) DEATH BENEFIT RIDERS [_] Principal Protection (no additional charge) [_] Annual Step-Up] SIGNATURES 8. REPLACEMENTS Does the applicant have any existing life insurance policies or annuity contracts? [_] Yes [[X]] No Is this annuity being purchased to replace any existing life insurance or annuity policy(ies)? [_] Yes [[X]] No If "Yes," applicable disclosure and replacement forms must be attached. 9. ACKNOWLEDGEMENT AND AUTHORIZATION I (We) agree that the above information and statements and those made on all pages of this application are true and correct to the best of my (our) knowledge and belief and are made as the basis of my (our) application. I (We) acknowledge receipt of the current prospectus of [First MetLife Investors Variable Annuity Account One.] PAYMENTS AND VALUES PROVIDED BY THE CONTRACT FOR WHICH APPLICATION IS MADE ARE VARIABLE AND ARE NOT GUARANTEED AS TO DOLLAR AMOUNT. [/s/ John J. Doe, Owner] ---------------------------------------------------------------------- (Owner Signature & Title, Annuitant unless otherwise noted) ---------------------------------------------------------------------- (Joint Owner Signature & Title) ---------------------------------------------------------------------- (Signature of Annuitant if other than Owner) Signed at [Anytown, IL] ---------------------------------------------------------------------- (City) (State) Date [November 11, 2000] ---------------------------------------------------------------------- 10. AGENT'S REPORT Does the applicant have any existing life insurance policies or annuity contracts? [_] Yes [[X]] No Is this annuity being purchased to replace any existing life insurance or annuity policy(ies)? [_] Yes [[X]] No If "Yes," applicable disclosure and replacement forms must be attached. [/s/ Richard Roe] ---------------------------------------------------------------------- Agent's Signature [(312)456-7890] ---------------------------------------------------------------------- Phone [Richard Roe, #723] ---------------------------------------------------------------------- Agent's Name and Number [456 Main Street, Anytown, IL 60001] ---------------------------------------------------------------------- Name and Address of Firm [#723] ---------------------------------------------------------------------- State License ID Number [Required for FL] [123457] ---------------------------------------------------------------------- Client Account Number [Home Office Program Information: - --------------------------------- Select one. Once selected, the option cannot be changed. Option A __________ Option B _________] 6252 (4/08) APPXCNY JULY 2008 Page 2 -----END PRIVACY-ENHANCED MESSAGE-----