333-133671 Paragon Separate Account B

April 29, 2024

Group and Individual Flexible Premium Variable Life Insurance Policies (MFS)
Issued by Paragon Separate Account B of
Metropolitan Life Insurance Company

Direct all correspondence and inquiries to the Administrative Office:
METLIFE GVUL
Administrative Office, Suite 600, 11330 Olive Boulevard St. Louis, Mo 63141
Phone number: (800) 756-0124

PROSPECTUS

This Prospectus describes flexible premium variable life insurance policies (the “Group Contracts”) offered by Metropolitan Life Insurance Company (the “Company,” Metropolitan Life,” “MetLife,” “we,” “our,” or “us”) which are designed for use in Employer-sponsored insurance programs. When a Group Contract is issued, Certificates showing the rights of the Owners and/or Insureds will be issued under the Group Contract. We will amend a Certificate issued under a Group Contract so that it will continue in force as an Individual Policy in certain circumstances. The terms of the Certificate and the Individual Policy differ only with respect to provisions relating to the Group Contract that do not apply to the Individual Policy. Definitions of Group Contract, eligible participants, actively at work requirement, and the provisions regarding termination of the Group Contract do not appear in the Individual Policy. The Certificate and the Individual Policy are collectively referred to in this Prospectus as “Policy” or “Policies.”

This Prospectus also describes a guarantee provided by Metropolitan Tower Life Insurance Company (“Met Tower Life” or the “Guarantor”) of MetLife’s obligations under certain Policies originally issued by Paragon Life Insurance Company and assumed by MetLife as a result of the merger of Paragon Life Insurance Company with MetLife on May 1, 2006, with MetLife as the surviving company.

The Policy is a long-term investment designed to provide significant life insurance benefits for the Insured. This Prospectus provides information that a prospective Owner should know before investing in the Policy. An Owner (also “you”) should consider the Policy in conjunction with other insurance you own. Replacing any existing life insurance with this Policy may not be to your advantage. It also may not be to your advantage to borrow money to purchase this Policy or to take withdrawals from another policy you own to make premium payments under this Policy.

If you are a new investor in the Policy, you may cancel your Policy generally within 20 days (or such longer period as state law requires) of your receipt of the Policy or, if later, 45 days after you sign the application for coverage. You may return the Policy during this period for a refund. We will refund an amount equal to all premiums paid under the Policy. You should review this Prospectus, or consult with your investment professional, for additional information about the specific cancellation terms that apply.

You may allocate net premiums to the General Account or to the Divisions (Divisions may be referred to as “Investment Divisions” in your Policy and marketing materials) of Paragon Separate Account B (the “Separate Account”). Each Division invests solely in a Portfolio of a Fund listed in Appendix A below.

Interests in the Separate Account, the Portfolios and the General Account are not deposits or obligations of, or insured or guaranteed by, the U.S. Government, any bank or other depository institution including the Federal Deposit Insurance Corporation (“FDIC”), the Federal Reserve Board or any other agency or entity or person.

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

The Securities and Exchange Commission (“SEC”) has not approved or disapproved the policy or determined that this Prospectus is adequate or complete. Any representation to the contrary is a criminal offense.

TABLE OF CONTENTS

IMPORTANT INFORMATION YOU SHOULD CONSIDER ABOUT THE POLICY	4
OVERVIEW OF THE POLICY	6
FEE TABLES	8
PRINCIPAL RISKS	9
ISSUING THE POLICY	13
General Information	13
Procedural Information	13
Right to Examine Policy (Free Look Right)	15
Ownership Rights	15
Modifying the Policy	16
PREMIUMS	16
Minimum Initial Premium	16
Premium Flexibility	17
Continuance of Insurance	17
Premium Limitations	17
Modified Endowment Contracts	17
Allocation of Net Premiums and Cash Value	18
THE COMPANY AND THE GENERAL ACCOUNT	19
The Company	19
Guarantee of Insurance Obligations	19
The General Account	19
THE SEPARATE ACCOUNT AND THE PORTFOLIOS	20
The Separate Account	20
The Portfolios	21
POLICY VALUES	24
Cash Value	24
Cash Surrender Value	24
Cash Value in the General Account	25
Cash Value in Each Separate Account Division	25
POLICY BENEFITS	26
Standard Death Benefit	26
Payment of the Death Benefit	26
Standard Death Benefit Options	27
Changing Death Benefit Options	28
Changing Face Amount	28
Changing Owner or Beneficiary	29
Surrender and Partial Withdrawals	29
Transfers	30
Restrictions on Frequent Transfers	31
Restrictions On Large Transfers	32
Loans	33
Conversion Right to a Fixed Benefit Policy	34
Eligibility Change Conversion	34
Payment of Benefits at Maturity	35
Telephone, Facsimile, Email and Internet Requests	35

POLICY LAPSE AND REINSTATEMENT	36
Lapse	36
Reinstatement	36
CHARGES AND DEDUCTIONS	37
Transaction Charges	37
Periodic Charges	38
Federal Taxes	40
Variations in Charges	40
Portfolio Charges and Expenses	41
FEDERAL TAX MATTERS	41
ADDITIONAL BENEFITS AND RIDERS	46
DISTRIBUTION OF THE POLICIES	50
Distributing the Policies	50
Commissions Paid to Selling Firms	50
Compensation Paid to Selling Firms and Other Intermediaries	51
GENERAL PROVISIONS OF THE GROUP CONTRACT	52
Issuance	52
Premium Payments	52
Grace Period	52
Termination	53
Right to Examine Group Contract	53
Entire Contract	53
Incontestability	53
Ownership of Group Contract	53
GENERAL MATTERS RELATING TO THE POLICY	53
Postponement of Payments	53
STATE VARIATIONS	54
LEGAL PROCEEDINGS	54
FINANCIAL STATEMENTS	54
GLOSSARY	56
APPENDIX A: PORTFOLIOS AVAILABLE UNDER THE POLICY	A-1

IMPORTANT INFORMATION YOU SHOULD CONSIDER ABOUT THE POLICY

FEES AND EXPENSES

LOCATION IN

PROSPECTUS

Charges for Early

Withdrawals

None

—

Transaction Charges

You may be subject to transaction charges that may apply if you

surrender your Policy or make a partial withdrawal. You also may be

charged for other transactions, such as when you make a premium

payment, transfer Cash Value between investment options, or

exercise your Accelerated Death Benefit Settlement Option Rider.

“Charges and

Deductions –

Transaction Charges”

Ongoing Fees and Expenses (annual charges)	In addition to charges described above, an investment in the Policy is subject to certain ongoing fees and expenses, including a mortality and expense risk charge, and a monthly deduction covering the cost of insurance under the Policy, monthly administrative charge and optional benefits added by rider, and such fees and expenses are set based on characteristics of the Insured (e.g., the age and rate class of the covered person) as well as the Group characteristics. Please refer to the specifications page of your Policy for applicable rates. You will also bear expenses associated with the Portfolios available under your Policy, as shown in the following table:			“Charges and Deductions – Monthly Deduction” “Charges and Deductions – Mortality and Expense Risk Charge” “Charges and Deductions – Portfolio Charges and Expenses”
	ANNUAL FEE	MIN.	MAX.
	Investment options ( Portfolios fees and charges)	0.45%	1.17%

	RISKS	LOCATION IN PROSPECTUS
Risk of Loss	You can lose money by investing in this Policy, including loss of principal.	“Principal Risks”
Not a Short-Term Investment	The Policies are designed to provide insurance protection. They should not be used as a short-term investment or if you need ready access to cash, because you will be charged when you make premium payments and you will also pay a transaction fee on partial withdrawals. In addition, withdrawals may be subject to ordinary income tax and tax penalties.	“Principal Risks”
Risks Associated with Investment Options	An investment in this Policy is subject to the risk of poor investment performance and can vary depending on the performance of the Portfolios available under the Policy. Each investment option (including any General Account investment option) has its own unique risks. You should review the investment options before making an investment decision.	“Principal Risks”
Insurance Company Risks	Investments in the Policy are subject to the risks related to Metropolitan Life including any obligations (including under any General Account investment option), guarantees, and benefits of the Policy, including any death benefit, which are subject to the claims paying ability of Metropolitan Life. If Metropolitan Life experiences financial distress, it may not be able to meet its obligations to you. More information about Metropolitan Life, including its financial strength ratings, is available upon request by calling (800)756-0124 or visiting: https://www.metlife.com/about-us/corporate-profile/ ratings.	“Principal Risks”

RISKS

LOCATION IN

PROSPECTUS

Policy Lapse

Your Policy may lapse if you have paid an insufficient amount of

premiums or if the investment experience of the Portfolios is poor

and the Cash Surrender Value under your Policy is insufficient to

cover the monthly deduction. Lapse of a Policy on which there is an

outstanding loan may have adverse tax consequences. If the Policy

lapses, no death benefit will be paid. A Policy may be reinstated if

the conditions for reinstatement are met including the payment of

required premiums.

“Principal Risks”

	RESTRICTIONS	LOCATION IN PROSPECTUS
Investments	At the present time, no charge is assessed against the Cash Value of a Policy when amounts are transferred among the Divisions of the Separate Account and between the Divisions and the General Account, but we reserve the right to impose a charge of $25 to cover administrative costs incurred in processing any transfer in excess of 12 in a Policy year. Policy owners may transfer Cash Value between and among the Divisions and the General Account. We have limits on the amount that may be allocated and transferred to the General Account (“maximum allocation percentage”). The initial General Account maximum allocation percentage is shown on the Policy’s specifications page, and we may change this percentage from time to time. The total amount of transfers and withdrawals from the General Account in a Policy Year may not exceed the greater of (i) the Policy’s Cash Surrender Value in the General Account at the beginning of the Policy Year, multiplied by the withdrawal percentage limit shown on the Policy’s specifications page, or (ii) the previous Policy Year’s General Account maximum withdrawal amount. We are currently not enforcing this restriction for partial withdrawals. Restrictions may apply to frequent transfers. Metropolitan Life reserves the right to remove or substitute portfolio companies as investment options that are available under the Policy.	“Features of the Policy – Transfers”
Optional Benefits	Rider availability is subject to your Employer making the rider available. Depending upon your Employer’s requirements, certain Policy riders may only be able to be added to in force Policies during the Employer’s annual enrollment. With respect to the dependent life benefit riders (spouse coverage or child coverage), depending upon your Employer’s elected rider benefit, you may also need to be on active status. You should check with your Employer regarding the availability of riders and whether you need to be on active status to elect the dependent life benefit riders (spouse coverage or child coverage).	“Features of the Policy – Additional Benefits and Riders”
	TAXES	LOCATION IN PROSPECTUS
Tax Implications	Consult with a tax professional to determine the tax implications of an investment in and payments received under this Policy. Withdrawals may be subject to ordinary income tax, and may be subject to tax penalties. Lapse of a Policy on which there is an outstanding loan may have adverse tax consequences.	“Federal Tax Matters”

	CONFLICTS OF INTEREST	LOCATION IN PROSPECTUS
Investment Professional Compensation	Your investment professional may receive compensation relating to your ownership of a Policy, both in the form of commissions and continuing payments. These investment professionals may have a financial incentive to offer or recommend the Policy over another investment.	“Distribution of the Policies”
Exchanges	Some investment professionals may have a financial incentive to offer you a new policy in place of your current Policy. You should only exchange your Policy if you determine, after comparing the features, fees, and risks of both policies, that it is better for you to purchase the new policy rather than continue to own your existing Policy.	“Distribution of the Policies”

OVERVIEW OF THE POLICY

Purpose of the Policy

The Policy is designed for use in Employer-sponsored life insurance programs to provide Employees who elect coverage tax deferred accumulation of assets through an investment portfolio and a death and/or other benefits. The Policy may be appropriate for an investor who has a longer time horizon, is not purchasing the Policy for short-term liquidity needs and desires life insurance coverage.

Premium Payments

Where provided by an Employer, the minimum initial premium and the planned premium will be remitted to us by the Employer on your behalf pursuant to a premium payment schedule (the “Payroll Deduction Plan”). You must authorize the amount of the premiums remitted by the Employer. If the Employer does not provide a Payroll Deduction Plan, you must pay the minimum premium and the planned premium directly to us. In addition to planned premiums, you may send unscheduled premium payments directly to us at any time and in any amount, subject to the minimum and maximum premium limitations. No insurance will take effect until the minimum initial premium set forth in the specifications pages of the Policy is paid, and the health and other conditions, including eligibility of the Insured described in the application for insurance, must not have changed. The Contractholder or Employer will pay the initial premium on your behalf. The initial premium for a Policy must at least equal one-twelfth (1/12th) of the planned annual premium for the Policy set forth in the specifications pages. Every premium payment (other than a planned premium) paid must be at least $20. We will not accept any premium payment that would cause your total premiums to exceed current maximum premium limitations that qualify the Policy as life insurance according to federal tax laws. The planned premium is an amount that you arrange to pay for the Policy that is based on the requested initial Face Amount, the Issue Age of the Insured and the charges under the Policy. You are not required to pay premiums equal to the planned premium. Premium payments made directly to us should be sent to our Administrative Office. The payment of a given premium will not necessarily guarantee that your Policy will remain in force. Rather, this depends on the Policy’s Cash Surrender Value. Insufficient premiums may result in lapse of the Policy. Premiums may be allocated among the investment options including the General Account. If you terminate your participation in optional benefits which have allocations to specific Divisions, you will remain invested in the same Divisions until you request allocations to different Divisions. Additional information about each Portfolio including its Portfolio type, advisers and any sub-advisers as well as current expenses and certain performance information is included in Appendix A.

Features of the Policy

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

Standard Death Benefit. We pay death benefit proceeds to the Beneficiary once we have received satisfactory proof of the Insured’s death, or to you, before the Insured’s death and under circumstances described in available riders. The death benefit proceeds equal the death benefit PLUS any additional benefit provided by rider and MINUS any outstanding Indebtedness and any unpaid monthly deductions and any benefits paid under the Accelerated Death Benefit Settlement Option Rider as of the end of the Valuation Period that includes the dates of the Insured's death.

You may choose between two standard death benefit options available under the Policy. After the first Policy Anniversary, you may change the death benefit option while the Policy is in force. Changing the death benefit option may have tax consequences. We calculate the amount payable under each death benefit option as of the end of the Valuation Period that includes the Insured’s date of death.

•

Death Benefit Option A is a “Level Type” death benefit equal to the Face Amount of the Policy or, if greater, a percentage of Cash Value based on federal tax law requirements.

•

Death Benefit Option B is an “Increasing Type” death benefit equal to the Face Amount of the Policy plus the Cash Value or, if greater, a percentage of Cash Value based on federal tax law requirements. This option is the only option presented for purchase for certain Group Contracts and Employer-sponsored programs.

So long as a Policy remains in force, the death benefit under either option will be at least equal to the current Face Amount. The death benefit will never be less than the minimum amount required for the Policy to be treated as life insurance under U.S. federal income tax rules, as in effect on the date the Policy was issued.

Surrenders. At any time that a Policy is in effect, you may elect to surrender the Policy and receive its Cash Surrender Value. A surrender may have tax consequences.

Partial Withdrawals. After the first Policy Year, you may request to withdraw part of the Cash Surrender Value once each Policy Month. Partial withdrawals may have federal income tax consequences and may increase the risk that your Policy will lapse (terminate without value).

Transfers. Subject to certain restrictions, you may transfer Cash Value among the Divisions of the Separate Account or the General Account. (An Owner has additional transfer rights under the Policy, including, but not limited to, the conversion privilege by which, within the first two years of the Issue Date of the Policy, an Owner may, upon written request, convert a Policy still in force to a fixed benefit life insurance policy.) There are restrictions on transfers involving the General Account. We may restrict transfers in the future or even revoke the transfer privilege for certain Policy Owners. For additional information on the restrictions we may impose on transfers and the costs and risks to you that can result from disruptive trading activities, see “Transfers.”

requested less any outstanding Indebtedness. We charge interest on the amount of the Policy Loan at an annual rate of 8%. We will credit interest on amounts in the Loan Account at an annual rate of at least 5%. Loans may have tax consequences.

Additional Benefits and Riders. We offer several optional insurance benefits and riders that provide supplemental benefits under the Policy. These are the Children’s Life Insurance Rider, Spouse’s Life Insurance Rider, Accelerated Death Benefit Settlement Option Rider, Will Preparation Service Rider and Estate Resolution Services Rider. We generally deduct any monthly charges for these options and riders from the Cash Value as part of the monthly deduction. These riders may not be available in all states and some Group Contracts may not offer certain riders. Please contact us at our Administrative Office for further details.

FEE TABLES

The following tables describe the fees and expenses that you will pay when buying, owning, and surrendering or making withdrawals from the Policy. We may charge fees and use rates that are lower than the maximum guaranteed charges reflected in the tables. Please refer to your Policy specification page for information about the specific fees you will pay each year based on the options you have elected.

The first table describes the fees and expenses that you will pay at the time that you buy the Policy, surrender or make withdrawals from the Policy, or transfer cash between investment options.

Transaction Fees

Charge	When Charge is Deducted	Maximum Amount Deducted
Maximum Premium Expense Charge (load)
•For Policies issued under group Contracts	Upon receipt of each premium payment	1.00% of each premium payment
•Only for Policies treated as individual contracts under Omnibus Reconciliation Act	Upon receipt of each premium payment	2.00% of each premium payment
Premium Tax Charge	Upon Receipt of Premium Payment	2.00% of each premium payment
Partial Withdrawal Charge	Upon each partial withdrawal from the Policy	$25(1)
Transfer Charge	Upon transfer in excess of 12 in a Policy Year	$25 per transfer(2)
Accelerated Death Benefit Settlement Option Rider Administrative Charge	At the time an accelerated death benefit is paid	$100(2)

(1)

The partial withdrawal charge is the lesser of $25 or 2% of the amount withdrawn.

(2)

We currently waive this charge.

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

Periodic Charges Other Than Annual Portfolio Expenses

Charge	When Charge is Deducted	Maximum Amount Deducted
Base Contract Charges:
Cost of Insurance Charge(1)
•Minimum and Maximum Charge	Monthly	$0.15 to $31.67 per $1,000 of net amount at risk
•Charge for a representative Insured(2)	Monthly	$0.45 per $1,000 net amount at risk
Administrative Charge(3)	Monthly	$6.00
Mortality and Expense Risk Charge(4)	Daily	0.90% (annually) of the net assets of each Division of the Separate Account
Loan Interest Spread(5)	Annually	3.0%
Optional Benefit Charges:
Children’s Life Insurance Rider	Monthly	$0.41 per $1,000 of coverage
Spouse’s Life Insurance Rider (6)
•Minimum and Maximum Charge	Monthly	$0.02 to $5.16 per $1,000 of coverage
•Charge for a representative Insured (7)	Monthly	$0.45 per $1,000 of coverage

Cost of insurance charges vary based on the Insured’s attained age and rate class. The cost of insurance charges shown in the table may not be typical of the charges you will pay. More detailed information concerning your cost of insurance charges is available on request from our Administrative Office.

A representative Insured is a person with an attained age of 45, actively at work.

The maximum administrative charge we can apply to Policies under any Group Contract can vary but will not exceed the amount in the table. Please refer to your Policy Schedule Page for the administrative charge that applies to your Policy.

The Mortality and Expense Risk Charge is currently 0.75% (annually) of the net assets of each Division of the Separate Account.

The maximum amount of interest we charge is 8% and the minimum amount of interest we credit is 5% for a maximum loan interest spread of 3%.

Charges for this rider vary based on the Insured's individual characteristics. The rider charges shown in the table may not be representative of the charge that you will pay. Your Policy will indicate the charges applicable to your Policy. More detailed information concerning your charges is available on request from our Administrative Office.

For Spouse’s Life Insurance Rider, a representative Insured is an Employee’s spouse that has an attained age of 45.

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

Annual Portfolio Operating Expenses

	Minimum	Maximum
Annual Portfolio Operating Expenses (expenses that are deducted from Portfolio assets, including management fees, distribution and/or service (12b-1) fees, and other expenses)	0.45%	1.17%

PRINCIPAL RISKS

Investment Risk

investment in this Policy is subject to the risk of poor investment performance and can vary depending on the performance of the Portfolios available under the Policy. Each investment option (including any General Account option) has its own unique risks. You should review the investment options before making an investment decision. A comprehensive discussion of the risks of each of the Portfolios may be found in each Portfolio’s prospectus. Please refer to the prospectuses for the Portfolios for more information. There is no assurance that any of the Portfolios will achieve its stated investment objective. In addition, we deduct Policy fees and charges from your Cash Value, which can significantly reduce your Cash Value. During times of poor investment performance, this deduction will have an even greater impact on your Cash Value. You could lose everything you invest and your Policy could lapse without value, unless you pay additional premium.

If you allocate premiums to the General Account, then we credit your Cash Value (in the General Account) with a declared rate of interest. You assume the risk that the interest rate on the General Account may decrease, although it will never be lower than a guaranteed minimum annual effective rate of 4%.

Risk of an Increase in Current Fees and Expenses

Certain fees and expenses currently are assessed at less than their guaranteed maximum levels. In the future, we may increase these current charges up to the guaranteed (that is, maximum) levels. If fees and expenses are increased, you may need to increase the amount and/or frequency of premiums to keep the Policy in force.

Policy Lapse

If your Cash Surrender Value is not enough to pay the monthly deduction and other charges, your Policy may enter a 62-day grace period. A shorter grace period applies to the Contractholder (the Employer) of the Group Contract. We will notify you that the Policy will lapse (terminate without value) unless you make sufficient payment during the grace period. Your Policy also may lapse if your Indebtedness exceeds your Cash Value on any Monthly Anniversary. If either of these situations occurs, your Policy will be in default and you must pay a specified amount of new premium to prevent your Policy from lapsing. Subject to certain conditions and our underwriting rules, you may reinstate a lapsed Policy within five years after the date of lapse and before the Maturity Date. In certain situations your Policy may also terminate if your Employer ends its participation in the Group Contract.

Limitations on Access to Cash Value

We limit partial withdrawals of Cash Value from the Policies. You may not take a partial withdrawal in the first Policy year. Thereafter, you may make up to one partial withdrawal each Policy Month. The minimum amount of a partial withdrawal, net of any transaction charges, is currently $200. The minimum amount that can be withdrawn from any one Division or from the General Account is the lesser of $50 or the Policy’s Cash Value in that Division or in the General Account. The maximum amount that can be withdrawn, including the partial withdrawal transaction charge, is the Loan Value.

Limitations on Transfers

you must transfer is currently $250, or, if less, the Policy’s Cash Value in a Division or in the General Account. (We are not currently enforcing this restriction for transfers from the General Account but reserve the right to do so in the future.)

Tax Treatment

To qualify as a life insurance contract for federal income tax purposes and to receive the tax treatment normally accorded life insurance contracts under federal tax law, a Policy must satisfy certain requirements which are set forth in the Internal Revenue Code (the “Code”). Guidance as to how these requirements are to be applied is limited. Nevertheless, we believe that the Policy should satisfy the applicable requirements. If it is subsequently determined that a Policy does not satisfy the applicable requirements, we may take appropriate steps to bring the Policy into compliance with such requirements and we reserve the right to restrict Policy transactions in order to do so. The insurance proceeds payable upon death of the Insured will never be less than the minimum amount required for a Policy to be treated as life insurance under section 7702 of the Code, as in effect on the date the Policy was issued.

Depending on the total amount of premiums you pay, the Policy may be treated as a “modified endowment contract” (“MEC”) under federal tax laws. If a Policy is treated as a MEC, then surrenders, partial withdrawals and loans under the Policy will be taxable as ordinary income to the extent there are earnings in the Policy. In addition, a 10% penalty tax may be imposed on surrenders, partial withdrawals, and loans taken before you reach age 59 1∕2.

Under current federal income tax law, the taxable portion of distributions from variable life contracts is taxed at ordinary income tax rates and does not qualify for the reduced tax rate applicable to long-term capital gains and dividends.

You should consult a qualified tax adviser for assistance in all Policy-related tax matters.

Surrender and Partial Withdrawals (Short-Term Investment Risk)

We designed the Policy to meet long-term financial goals. To best realize the benefits available through the Policy, including the benefit of tax deferred build-up of Cash Value, you should purchase the Policy only if you have the financial ability to keep it in force for a substantial period of time. You should not purchase the Policy if you intend to surrender all or part of the Policy in the near future. The policy is not suitable as a short-term savings vehicle. A surrender, in whole or in part, may have tax consequences and may increase the risk that your Policy will lapse.

We assess a partial withdrawal transaction charge equal to the lesser of $25 or 2% of the amount withdrawn. A partial withdrawal may reduce the Face Amount as well as the death benefit. In certain circumstances, the reduction of the death benefit resulting from a partial withdrawal also may affect the cost of insurance charge and the amount of insurance protection afforded under a Policy. Partial withdrawals may have tax consequences and may increase the risk that your Policy will lapse.

Loans

A Policy Loan, whether or not repaid, will affect Cash Value over time because we subtract the amount of the Policy Loan from the Divisions of the Separate Account and/or the General Account and hold that amount in the Loan Account. This loan collateral does not participate in the investment performance of the Divisions of the Separate Account.

We reduce the amount we pay on the Insured’s death, surrender, or the maturity of the Policy, by the amount of any Indebtedness. Your Policy may lapse (terminate without value) if the Indebtedness exceeds the Cash Value on any Monthly Anniversary.

A Policy Loan may have tax consequences. If you surrender the Policy or allow the Policy to lapse or if the Policy terminates while a Policy Loan is outstanding, the amount of the outstanding Indebtedness, to the extent it has not previously been taxed, will be added to any amount you receive and taxed accordingly.

Pandemics and Other Public Health Issues, and Other Events

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

Cybersecurity

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

Terrorism and Security Risk

The continued threat of terrorism, ongoing or potential military conflict and other actions, and heightened security measures may cause economic uncertainty and result in loss of life, property damage, additional disruptions to commerce and reduced economic activity. The value of MetLife’s investment portfolio may be adversely affected by declines in the credit and equity markets and reduced economic activity caused by such threats. Companies in which we maintain investments may suffer losses as a result of financial, commercial or economic disruptions, and such disruptions might affect the ability of those companies to pay interest or principal on their securities or mortgage loans. Terrorist or military actions also could disrupt our operations centers and result in higher than anticipated claims under our insurance policies.

Insurance Company Risks

Life. If Metropolitan Life experiences financial distress, it may not be able to meet its obligations to you. More information about Metropolitan Life, including its financial strength ratings, is available upon request by calling (800) 756-0124.

ISSUING THE POLICY

General Information

The Policies described in this Prospectus are designed for use in Employer-sponsored insurance programs and are issued in the form of Certificates pursuant to Group Contracts entered into between the Company and Contractholders.

The Contractholder (Employer) owns the Group Contract, but does not have any ownership interest in the Policies issued under the Group Contract. Rights and benefits under the Policies inure to the benefit of the Owners (generally, Employees), Insureds and Beneficiaries as set forth herein.

Generally, a Policy is available for Insureds between Issue Ages 17-70 who supply satisfactory evidence of insurability. We may issue Policies to individuals falling outside that range of Issue Ages, or decline to issue Policies to individuals within that range of Issue Ages. The Insured under a Policy is usually an Employee of the Contractholder or sponsoring Employer or employee’s spouse.

Currently, the minimum initial Face Amount is generally $25,000. The maximum Face Amount varies by Plan. We reserve the right to modify at any time our minimum Face Amount on new contracts. The Owner may change the Face Amount (subject to the minimum and maximum amounts applicable to his or her Policy) and the death benefit option, but in certain cases evidence of insurability may be required. (See “Policy Benefits — Standard Death Benefit.”)

Generally, if there is sufficient Cash Surrender Value, Individual Insurance under a Group Contract will continue should the Group Contract cease or the Employee’s employment end. (See “Eligibility Change Conversion.”)

Procedural Information

We generally will issue a Group Contract to Employers whose Employees and their spouses meet the eligibility requirements for Owners (and/or Insureds) under the Group Contract. The class(es) of Employees covered by a particular Group Contract is/are set forth in that Group Contract’s specifications pages.

We will issue the Group Contract upon receipt and acceptance at our Administrative Office of an application for group insurance signed by an appropriate officer of the Employer. (See “General Provisions of the Group Contract — Issuance.”) Individuals (i.e., eligible Employees and spouses) wishing to purchase a Policy under a Group Contract must complete the appropriate application for individual insurance and submit it to our authorized representative or us at our Administrative Office. We will issue to each Contractholder a Certificate to give to each Owner.

We will amend a Certificate issued under a Group Contract automatically so that it will continue in force as an Individual Policy with the same rights, benefits, and guaranteed charges:

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to persons who wish to continue coverage after a Group Contract has terminated;

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to persons who wish to continue coverage after they no longer are employed by the Group Contractholder.

Acceptance of an application is always subject to our underwriting rules, and we reserve the right to reject an application for any reason permitted by law.

Employee Eligibility. To be eligible to purchase a Policy, an Employee must be actively at work at the time he or she submits the application for Individual Insurance. In addition, the Contractholder may determine specific classes to which the Employee must belong to be eligible to purchase a Policy. “Actively at work” means that the Employee must work for the Contractholder or sponsoring Employer at the Employee’s usual place of work (or such other places as required by the Contractholder or sponsoring Employer) for the full number of hours and the full rate of pay set by the employment practices of the Employer. Ordinarily the time worked per week must be at least 30 hours. We reserve the right to waive or modify the “actively at work” requirement.

The Contractholder also may require that an individual be its Employee as of a certain date or for a certain period of time. We will set forth this date or time period in the Group Contract specifications pages. Employees of any Associated Companies of the Contractholder will be considered Employees of the Contractholder. We also may consider as an eligible Employee an individual who is an independent contractor working primarily for the sponsoring Employer. If the Employer is a partnership, a partner may be an eligible Employee.

Guaranteed Issue. We generally will issue the Policy and any Spouse’s or Children’s Insurance Rider applied for by the Employee pursuant to our guaranteed issue underwriting procedure. We offer the guaranteed issue procedure only when an Employee is first given the opportunity to purchase a Policy. Under this procedure, the Employee is only required to answer qualifying questions in the application for Individual Insurance; the Employee is not required to submit to a medical or paramedical examination. The maximum Face Amount that an Employee can generally apply for under the guaranteed issue procedure (“Guaranteed Issue Amount”) varies by Group Contract or Employer-sponsored insurance program.

Simplified Underwriting. We will follow simplified underwriting procedures rather than guaranteed issue procedures if:

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the Face Amount exceeds the Guaranteed Issue Amount described above;

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the Policy has previously been offered to the Employee;

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the requirements for guaranteed issue set forth in the application for Individual Insurance are not met; or

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the Policy is offered through programs for which guaranteed issue underwriting is not available.

In addition, we will follow simplified underwriting procedures in connection with the issuance of a Spouse’s or Children’s Insurance rider, if the Employee is not eligible for guaranteed issue underwriting, or (even if the Employee is eligible for guaranteed issue underwriting) if the spouse or child does not satisfy the guaranteed issue underwriting requirements set forth in the application for Individual Insurance.

Under simplified underwriting procedures, the Employee must respond satisfactorily to certain health questions in the application. A paramedical exam may be required. We will then determine whether a Policy can be issued. (The underwriting method followed will affect cost of insurance rates. See “Charges and Deductions — Cost of Insurance Rates.”)

Employee’s Spouse. Before issuing a Policy to an Employee’s spouse, we must receive an appropriate application for Individual Insurance. We will subject the spouse to the simplified underwriting procedure described above;

guaranteed issue underwriting is available in certain instances. In addition, a Spouse’s Life Insurance Rider providing term insurance on the life of the spouse may be available under the Policy. To be eligible for insurance under this rider, the spouse must provide evidence of insurability at the time the Employee signs the application for a Policy.

Issue Date. The Issue Date is used to determine Policy Anniversaries, Policy Years, and Policy Months. The effective date for all coverage provided in the original application for Individual Insurance will not take effect until:

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the appropriate application for Individual Insurance is signed;

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the initial premium has been paid prior to the Insured’s death;

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the Insured is eligible for the Policy; and

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the information in the application is determined to be acceptable to the Company.

Right to Examine Policy (Free Look Right)

Initial Free Look Period. The free look period begins when you receive your Policy. The free look period generally ends within 20 days (or such longer period as state law requires) of your receiving the Policy or, if later, 45 days after you sign the application for coverage. During the free look period, any premiums that we have received will be allocated to the Divisions of the Separate Account and/or the General Account, in accordance with your instructions. You may return the Policy during this period for a refund. We will refund an amount equal to all premiums paid under the Policy.

To cancel the Policy, you should mail or deliver the Policy directly to us at our Administrative Office. A refund of premiums paid by check may be delayed until the check has cleared the Owner’s bank. (See “General Matters Relating to the Policy — Postponement of Payments.”)

Free Look For Increase in Face Amount. Similarly, you may cancel an increase in Face Amount within 20 days from the date you received the new Policy specifications pages for the increase or, if later, 45 days after you sign the application for the increase.

If you cancel the Face Amount increase, you may request that we refund the amount of the additional charges deducted in connection with the increase. If no request is made, we will increase the Policy’s Cash Value by the amount of these additional charges. We will allocate this amount among the Divisions and/or the General Account, in the same manner as it was deducted.

Ownership Rights

The Policy belongs to the person named in the application, unless later changed. The Owner is usually the same as the Insured unless the application specifies a different person as the Owner or the Owner is changed thereafter. If the Owner is not the Insured and dies before the Insured, the Owner’s interest will go to his or her estate unless otherwise provided. Before the Maturity Date, Owners may exercise their rights and privileges under the Policies, subject to the right of any assignee of record and any irrevocably designated Beneficiary. The principal rights of the Owner include selecting and changing the Beneficiary, changing the Owner, and assigning the Policy. Changing the Owner or assigning the Policy may have tax consequences. After the Maturity Date, the Owner cannot change the payee or the mode of payment of death benefit proceeds, unless otherwise provided in the Policy.

restrict such changes in the first Policy Year. Currently, no change may be made during the first Policy Year. For this purpose, changes include increases or decreases in Face Amount and changes in the death benefit option. No change will be permitted that would result in the death benefit under a Policy being included in gross income for failure to meet the requirements of Section 7702 of the Code or any applicable successor provision.

We will send all reports and other notices described herein or in the Policy directly to the Owner.

Modifying the Policy

Any modification or waiver of our rights or requirements under the Policy must be in writing and signed by our president or a vice president. No agent may bind us by making any promise not contained in the Policy.

Upon notice to you, we may modify the Policy:

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to conform the Policy, our operations, or the Separate Account’s operations to the requirements of any law (or regulation issued by a government agency) to which the Policy, or our Company, or the Separate Account is subject;

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to assure continued qualification of the Policy as a life insurance contract under the federal tax laws; or

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to reflect a change in the Separate Account’s operation.

If we modify the Policy, we will make appropriate endorsements to the Policy. If any provision of the Policy conflicts with the laws of a jurisdiction that governs the Policy, we reserve the right to amend the provision to conform to these laws.

PREMIUMS

Minimum Initial Premium

No insurance will take effect until the minimum initial premium is paid, and the health and other conditions, including eligibility of the Insured described in the application for insurance, must not have changed. The Contractholder or Employer will pay the initial premium on your behalf. The initial premium for a Policy must at least equal one-twelfth (1/12th) of the planned annual premium for the Policy set forth in the specifications pages. The planned annual premium is an amount that you arrange to pay for the Policy that is based on the requested initial Face Amount, the Issue Age of the Insured and the charges under the Policy. (See “Premium Flexibility” below.) You are not required to pay premiums equal to the planned annual premium.

We will apply the initial premium to a Policy on the Investment Start Date. We will apply subsequent premiums as of the Valuation Date we receive the premiums. (See “Allocation of Net Premiums and Cash Value.”) Premiums will be “received” on a Valuation Date when we receive at our Administrative Office, before the New York Stock Exchange closes for regular trading (usually 4:00 p.m. Eastern Time), the premium as well as the supporting documentation necessary for us to determine the amount of premium per Policy.

If mandated by applicable law, the Company may be required to reject a premium payment until instructions are received from appropriate regulators. We also may be required to provide additional information about you and your account to government regulators.

Premium Flexibility

After the initial premium, and subject to the limitations described below, premiums may be paid in any amount and at any interval. Under Group Contracts, the planned annual premium usually will be paid by the Contractholder on behalf of the Owner pursuant to a planned premium payment schedule. A planned premium payment schedule provides for premium payments in a level amount at fixed intervals (usually monthly) agreed to by the Contractholder and us. The Owner must authorize the amount of the premiums paid by the Contractholder. Please note that if the Contractholder does not remit premiums on a timely basis in accordance with the planned premium payment schedule, you may not participate in investment experience under the Policy until the premium has been received and credited to the Policy in accordance with our established administrative procedures. You may skip planned premium payments. Making planned premium payments does not guarantee that the Policy will remain in force. The Policy will not necessarily lapse if you fail to make planned premium payments. Rather, this depends on the Policy’s Cash Surrender Value. If the Cash Surrender Value on any monthly anniversary is less than the monthly deduction you will need to make a premium payment within the grace period to cover the monthly deduction. (See “Policy Lapse and Reinstatement.”)

An Owner may make unscheduled premium payments at any time and in any amount, subject to the minimum and maximum premium limitations described below. Unscheduled premium payments should be sent to our Administrative Office. The payment of an unscheduled premium payment may have federal income tax consequences.

Continuance of Insurance

Failure of the Contractholder to pay the planned premium payments authorized by its Employees may cause the Group Contract to terminate. Generally, if there is sufficient Cash Surrender Value to prevent the Policy from lapsing, the Individual Insurance provided will automatically continue even if the Group Contract terminates. Individual Insurance also will continue if the Employee’s employment with the Contractholder terminates. (See “Eligibility Change Conversion.”) In either circumstance, an Owner of a Certificate converted by amendment to an Individual Policy must establish a new schedule of planned premiums. Under the new schedule, the planned annual premium must remain the same, and the planned payment intervals may be no more frequent than quarterly. We will send you instructions on where to send your premium payments when we send you your amended Certificate.

Premium Limitations

Every premium payment paid must be at least $20. We do not accept payment of premiums in cash or by money order.

We have established procedures to monitor whether aggregate premiums paid under a Policy exceed the current maximum premium limitations that qualify the Policy as life insurance according to federal tax laws. We will not accept any premium payment that would cause your total premiums to exceed those limits. If a premium payment would cause your total premiums to exceed the maximum premium limitations, we will accept only that portion of the premium that would make total premiums equal the maximum amount that may be paid under the Policy. We will return any part of the premium in excess of the maximum premiums directly to you upon discovery of the excess payment, but in no event later than 60 days after the end of the Policy Year in which payment is received.

Modified Endowment Contracts

that, together with the remaining scheduled premium payments for the Policy Year, would cause a Policy to become a MEC, we will accept only that portion of the premium below the MEC limits. We will return any excess amounts directly to you. We will apply premium payments over the MEC limits only when you instruct us to do so in writing that acknowledges that application of such amounts will result in the Policy becoming a MEC. We will notify you when we believe that a premium payment will cause a Policy to become a MEC. In addition, we will notify you if your Policy becomes a MEC for any other reason and you may request that we refund any premium received that would cause the Policy to become a MEC, increase your face amount so that the Policy does not become a MEC or acknowledge that you want your Policy to become a MEC.

Allocation of Net Premiums and Cash Value

When you apply for a Policy, you give us instructions to allocate your net premiums to one or more Divisions of the Separate Account or the General Account. If you fail to provide allocation instructions, we may allocate your net premiums as described in the application. We will allocate your net premiums according to the following rules:

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The minimum percentage of any allocation to an investment option is 10 percent of the net premium.

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Allocation percentages must be in whole numbers and the sum of the percentages must equal 100.

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The initial net premium will be allocated on the Investment Start Date, which is the later of the Issue Date or the date we receive the initial premium at our Administrative Office.

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We will allocate net premiums (after the initial net premium) as of the date we receive them at our Administrative Office according to the premium allocations currently in effect for your Policy, unless otherwise specified.

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You may change the allocation instructions for additional net premiums without charge at any time by providing us with written notice. Any change in allocation will take effect at the end of the Valuation Period during which we receive the change.

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There are limitations on the amount of net premium that may be allocated to the General Account. (See “The General Account — Restrictions on Allocations and Transfers to the General Account.”)

Investment returns from amounts allocated to the Divisions of the Separate Account will vary with the investment performance of the Divisions and will be reduced by Policy charges. You bear the entire investment risk for amounts you allocate to the Divisions. Investment performance will affect the Policy’s Cash Value, and may affect the death benefit as well. You should periodically review your allocation of premiums and values in light of market conditions and overall financial planning requirements.

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

THE COMPANY AND THE GENERAL ACCOUNT

The Company

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

Prior to May 1, 2006, the Policies were issued by Paragon Life Insurance Company. These Policies are now Policies of MetLife as a result of the merger of Paragon Life Insurance Company with MetLife as the surviving company. Additionally, as discussed below, insurance obligations under the Policies originally issued by Paragon Life Insurance Company prior to May 1, 2006 are now guaranteed by Metropolitan Tower Life Insurance Company (“Met Tower Life” or the “Guarantor”).

Guarantee of Insurance Obligations

Policies issued before May 1, 2006 are subject to a guarantee. Under this guarantee, Met Tower Life is responsible for ensuring that there will be sufficient funds to meet obligations under the Policies. Insurance obligations under the Policies include, without limitation, any death benefits payable under the Policies and withdrawals of Cash Value. The guarantee does not guarantee the amount of Cash Value or the investment performance of the Divisions available under the Policy. In the event an Owner of such a Policy presents a legitimate claim for payment, Met Tower Life will pay such claim directly to the Owner if MetLife is unable to make such payment. This guarantee is enforceable by such Owners against Met Tower Life directly without any requirement that Owners first file a claim against MetLife. The guarantee agreement is binding on Met Tower Life, its successors or assignees and Met Tower Life’s obligations under the guarantee agreement will terminate only if the guarantee is assigned to an organization having a financial rating from certain specified rating agencies equal to or better than Met Tower Life’s rating. With respect to the guarantee, Met Tower Life is relying on the exemption provided by Rule 12h-7 under the Securities Exchange Act of 1934.

Met Tower Life is a stock life insurance company originally incorporated under the laws of the State of Delaware in 1982 and currently subject to the laws of the state of Nebraska. Met Tower Life is licensed to issue business in fifty states and the District of Columbia. Met Tower Life is a direct wholly-owned subsidiary of MetLife, Inc. The principal executive offices of Met Tower Life are located at 200 Park Avenue, New York, NY 10166. Prior to April 30, 2018, the guarantee was issued by General American Life Insurance Company (“General American”). On April 27, 2018, following the close of business, General American merged into Met Tower Life and Met Tower Life replaced General American as the issuer of the guarantee.

The General Account

separate investment accounts. These assets are subject to our general liabilities from business operations. Subject to applicable law, we have sole discretion over the investment of the assets of the general account. We guarantee that the amounts allocated to the General Account will be credited interest daily at a net effective annual interest rate of at least 4%. The principal, after charges and deductions, also is guaranteed. We will determine any interest rate credited in excess of the guaranteed rate at our sole discretion.

Restrictions on Allocations and Transfers to the General Account. We may, from time to time, adjust the extent to which an Owner may allocate premiums or Cash Value to the General Account (the “maximum allocation percentage”). Such adjustments may not be uniform in all Policies. The initial General Account maximum allocation percentage is shown on the Policy’s specifications page.

Restrictions on Partial Withdrawals and Transfers From the General Account. After the first Policy Year, an Owner may withdraw a portion of Cash Value from the General Account. The minimum amount that can be withdrawn from the General Account is the lesser of $50 or the Policy’s Cash Value in the General Account. An Owner may also transfer amounts between the General Account and the Divisions of the Separate Account in an amount not less than $250. We are not currently enforcing these restrictions but reserve our right to do so in the future.

The total amount of transfers and withdrawals in a Policy Year may not exceed the greater of:

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the Policy’s Cash Surrender Value in the General Account at the beginning of the Policy Year, multiplied by the withdrawal percentage limit shown on the Policy’s specifications page, or

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the previous Policy Year’s General Account maximum withdrawal amount.

We are not currently enforcing this restriction for partial withdrawals but reserve our right to do so in the future. It is important to note that since we are enforcing the restrictions on transfers from the General Account, it could take a number of years to fully transfer a current balance in the General Account to the Divisions of the Separate Account. You should keep this in mind when considering whether an allocation of Cash Value to the General Account is consistent with your risk tolerance and time horizon. The total amount available for withdrawal may not exceed the total Cash Surrender Value of the Policy.

Transfers and Partial Withdrawals from the General Account are also subject to the general provisions regarding transfers and partial withdrawals. (See “Surrender and Partial Withdrawals” and “Transfers.”)

The Loan Account is part of the general account.

We have not registered interests in the General Account under the Securities Act of 1933, nor have we registered the General Account as an investment company under the 1940 Act.

THE SEPARATE ACCOUNT AND THE PORTFOLIOS

The Separate Account

The Separate Account was established as a separate investment account on January 4, 1993 and is subject to New York law. The Separate Account is registered with the SEC as a unit investment trust under the Investment Company Act of 1940 (the “1940 Act”) and meets the definition of a “separate account” under federal securities laws. Registration with the SEC does not involve supervision of the management or investment practices or policies of the Separate Account or the Company by the SEC. The Separate Account may be used to support other variable insurance policies we issue.

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

The Separate Account is divided into Divisions, each of which invests in shares of a Portfolio. Income and both realized and unrealized gains or losses from the assets of the Separate Account are credited to or charged against that Separate Account without regard to income, gains, or losses from any other business the Company may conduct.

We segregate the assets in the Separate Account from our general account assets. The assets in the Separate Account shall at least equal the Separate Account reserves and other liabilities under the Policies. Under applicable state insurance law, assets equal to the reserves and other liabilities under the Policies are not chargeable with liabilities arising out of any other business of MetLife. If the assets in the Separate Account exceed the reserves and other liabilities under the Policies, then we may, from time to time in the normal course of business, transfer the excess to our general account. Such excess amounts may include, without limitation, amounts representing fees and charges incurred, but not yet deducted from the Separate Account. Before making any such transfers, we will consider any possible adverse impact the transfer may have on the Separate Account.

We are obligated to pay all amounts promised to investors under the Policy. The assets of the Separate Account may not be used to pay any liabilities of MetLife other than those arising under the Policy or other products funded by the Separate Account. Any such amount that exceeds the Policy’s Cash Value in the Separate Account is paid from our general account. Death benefit amounts and any optional benefits paid from the general account are subject to the financial strength and claims paying ability of the Company and our long term ability to make such payments. We issue other life insurance policies and annuity contracts where we pay all money we owe under those policies and contracts from our general account. MetLife is regulated as an insurance company under state law, which includes, generally, limits on the amount and type of investments in its general account. However, there is no guarantee that we will be able to meet our claims paying obligations; there are risks to purchasing any insurance product.

We do not guarantee any money you place in the Divisions of the Separate Account. The value of each Division of the Separate Account will increase or decrease, depending on the investment performance of the corresponding Portfolio. You could lose some or all of your money.

The Portfolios

The Portfolios available under the Policy including each Portfolio name, Portfolio type, adviser, sub-adviser, current expenses and average annual total returns of each Portfolio are set forth in Appendix A. Each Portfolio Prospectus and Statement of Additional Information contain information about each Portfolio and may be obtained by visiting dfinview.com/metlife/tahd/MET000230 or calling (800) 756-0124.

Each Division of the Separate Account invests solely in shares of a Portfolio. Each Portfolio is part of a mutual fund (“Fund”) that is registered with the SEC as an open-end, management investment company. This registration does not involve supervision of the management or investment practices or policies of the Portfolios or the Funds by the SEC.

The assets of each Portfolio are held separate from the assets of the other Portfolios, and each Portfolio has investment objectives and policies that are generally different from those of the other Portfolios. The income or losses of one Portfolio generally have no effect on the investment performance of any other Portfolio.

In addition to the Separate Account, the Portfolios may sell shares to other separate accounts established by other insurance companies to support variable annuity contracts and variable life insurance policies or qualified retirement plans, or to certain pension and retirement plans qualifying under Section 401 of the Code. It is possible that, in the future, material conflicts could arise as a result of such “mixed and shared” investing.

These Portfolios are not available for purchase directly by the general public, and are not the same as other mutual fund portfolios with very similar or nearly identical names that are sold directly to the public. The investment objectives and policies of certain Portfolios are similar to the investment objectives and policies of other portfolios that may be managed by the same investment adviser or manager. The investment results of the Portfolios may differ from the results of these other portfolios. There can be no guarantee, and no representation is made, that the investment results of any of the Portfolios will be comparable to the investment results of any other portfolio, even if the other portfolio has the same investment adviser or manager.

There is no assurance that any of the Portfolios will achieve its stated objective. For example, an investment in a money market portfolio is neither insured nor guaranteed by the Federal Deposit Insurance Corporation or any governmental agency and, during periods of low interest rates, the yields of money market Divisions may become extremely low and possibly negative. More detailed information, including a description of risks and expenses, is in the prospectuses for the Portfolios.

Certain Payments We Receive With Regard to the Portfolios. An investment adviser or subadviser of a Portfolio, or its affiliates, may make payments to us and/or certain of our affiliates. These payments may be used for a variety of purposes, including payment of expenses for certain administrative, marketing and support services with respect to the Policies and, in the Company’s role as an intermediary, with respect to the Portfolios. The Company and its affiliates may profit from these payments. These payments may be derived, in whole or in part, from the advisory fee deducted from Portfolio assets. Owners, through their indirect investment in the Portfolios, bear the costs of these advisory fees. (See the Portfolios’ prospectuses for more information.) The amount of the payments we receive is based on a percentage of assets of the Portfolios attributable to the Policies and certain other variable insurance products that we and our affiliates issue. These percentages differ and some advisers or subadvisers (or other affiliates) may pay us more than others. These percentages currently range up to 0.50%.

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

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

Owner. In addition, the amount of payments we receive could cease or be substantially reduced which may have a material impact on our financial statements.

Selection of Portfolios. We select the Portfolios offered through the Policy based on a number of criteria, including asset class coverage, the strength of the adviser’s or sub-adviser’s reputation and tenure, brand recognition, performance, and the capability and qualification of each investment firm. Other factors we consider during the selection process is whether the Portfolio’s adviser or sub-adviser is one of our affiliates or whether the Portfolio, its adviser, its sub-adviser(s), or an affiliate will make payments to us or our affiliates. For additional information on these arrangements, see “Certain Payments We Receive with Regard to the Portfolios” above. In this regard, the profit distributions we receive from our affiliated investment advisers are a component of the total revenue that we consider in configuring the features and investment choices available in the variable insurance products that we and our affiliated insurance companies issue. Since we and our affiliated insurance companies may benefit more from the allocation of assets to portfolios advised by our affiliates than those that are not, we may be more inclined to offer portfolios advised by our affiliates in the variable insurance products we issue. We review the Portfolios periodically and may remove a Portfolio or limit its availability to new premium payments and/or transfers of Cash Value if we determine that the Portfolio no longer meets one or more of the selection criteria, and/or if the Portfolio has not attracted significant allocations from Owners. In some cases, we have included Portfolios based on recommendations made by selling firms. These broker-dealer firms may receive payments from the Portfolios they recommend and may benefit accordingly from the allocation of Cash Value to such Portfolios. We do not provide investment advice and do not recommend or endorse any particular Portfolio. You bear the risk of any decline in the Cash Value of your Policy resulting from the performance of the Portfolios you have chosen.

Addition, Deletion, or Substitution of Portfolios. We reserve the right, subject to compliance with applicable law, to make additions to, deletions from, or substitutions for the shares of the Portfolios that are held by the Separate Account or that the Separate Account may purchase. We reserve the right to (i) eliminate the shares of any of the Portfolios and (ii) substitute shares of another Portfolio if the shares of a Portfolio are no longer available for investment, or further investment in any Portfolio becomes inappropriate in view of the purposes of the Separate Account. New or substitute Portfolios may have different fees and expenses and their availability may be limited to certain classes of purchasers. We will not substitute any shares without notice to the Owner and prior approval of the SEC, to the extent required by the 1940 Act or other applicable law.

We also reserve the right to establish additional Divisions of the Separate Account. We will establish new Divisions when marketing needs or investment conditions warrant. Any new Division will be made available to existing Owners on a basis to be determined by the Company. If approved by the SEC, to the extent required by the 1940 Act or other applicable law, we may also:

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eliminate or combine one or more Divisions;

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substitute one Division for another Division; or

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transfer assets between Divisions if marketing, tax, or investment conditions warrant.

We will notify all Owners of any such changes.

If we deem it to be in the best interests of persons having voting rights under the Policy, and to the extent any necessary SEC approvals or Owner votes are obtained, the Separate Account may be:

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operated as a management company under the 1940 Act;

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deregistered under that Act in the event such registration is no longer required; or

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combined with other separate accounts of the Company.

To the extent permitted by applicable law, we may transfer the assets of the Separate Account associated with the Policy to another separate account.

We cannot guarantee that the shares of the Portfolios will always be available. The Portfolios each sell shares to the Separate Account in accordance with the terms of a participation agreement between the Portfolio distributors and us. Should this agreement terminate or should shares become unavailable for any other reason, the Separate Account will not be able to purchase the existing Portfolio shares. Should this occur, we will be unable to honor your requests to allocate Cash Values or premium payments to the Divisions of the Separate Account investing in such shares. In the event that a Portfolio is no longer available, we will take reasonable steps to obtain alternative investment options.

Voting Portfolio Shares. Although we are the legal owner of the Portfolio shares held in the Separate Account Divisions, and have the right to vote on all matters submitted to shareholders of the Portfolios, we will vote our shares only as Owners instruct, so long as such action is required by law.

Before a vote of a Portfolio’s shareholders occurs, Owners will receive voting materials. We will ask each Owner to instruct us on how to vote and to return his or her proxy to us in a timely manner. Each Owner will have the right to instruct us on the number of Portfolio shares that corresponds to the amount of Cash Value he or she has in that Portfolio (as of a date set by the Fund).

If we do not receive voting instructions on time from some Owners, we will vote those shares in the same proportion as the timely voting instructions we receive and, therefore, the outcome of the vote could be decided by a few Owners who provide timely voting instructions. Should federal securities laws, regulations, or interpretations change, we may elect to vote Portfolio shares in our own right. If required by state insurance rules, or if permitted under federal regulation, under certain circumstances we may disregard certain Owner voting instructions.

POLICY VALUES

Cash Value

The Cash Value of the Policy equals the sum of all values in the General Account, the Loan Account, and each Division of the Separate Account. The Cash Value is determined first on the Investment Start Date, and then on each Valuation Date. The Cash Value has no guaranteed minimum amount, and may be more or less than premiums paid.

The Policy’s Cash Value varies from day to day, depending on the investment performance of the chosen Divisions, interest we credit to the General Account, charges we deduct, and any other transactions (e.g., transfers, partial withdrawals, and loans). We do not guarantee a minimum policy Cash Value.

Cash Surrender Value

The Cash Surrender Value is the amount we pay to you upon surrender of a Policy. We determine the Cash Surrender Value at the end of the Valuation Period when we receive your written surrender request. Cash Surrender Value at the end of any Valuation Day equals Cash Value as of such date, minus any outstanding Indebtedness, any accrued and unpaid monthly deduction and any applicable transaction charge.

Cash Value in the General Account

On each Valuation Date, the Cash Value in the General Account will equal:

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the amount of the Net Premiums allocated or Cash Value transferred to the General Account; plus

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interest at a rate of at least 4% per year; plus

•

any excess interest which we credit and any amounts transferred into the General Account; minus

•

the sum of all Policy charges allocable to the General Account and any amounts deducted from the General Account in connection with partial withdrawals or transfers to the Separate Account.

Cash Value in Each Separate Account Division

The Policy’s Cash Value in the Separate Account equals the sum of the Policy’s Cash Values in each Division of the Separate Account. We compute the Cash Value in a Division at the end of each Valuation Date by multiplying the number of accumulation units of Cash Value in each Division by the accumulation unit value for that Division. More detailed information concerning these computation methods is available from our Administrative Office.

Net Investment Factor. The Net Investment Factor measures the investment performance of a Division during a Valuation Period. The Net Investment Factor increases to reflect investment income and capital gains (realized and unrealized) for the shares of the Portfolios and decreases to reflect any capital losses (realized or unrealized) for the shares of the underlying portfolio.

Number of Accumulation Units. The number of units in any Division of the Separate Account at the end of any valuation day equals:

•

the initial accumulation units purchased at the unit value on the Issue Date; plus

•

accumulation units purchased with additional net premiums; plus

•

accumulation units purchased via transfers from another Division, the General Account, or the Loan Account; minus

•

accumulation units redeemed to pay for monthly deductions; minus

•

accumulation units redeemed to pay for partial withdrawals; minus

•

accumulation units redeemed as part of a transfer to another Division, the General Account, or the Loan Account.

Every time you allocate or transfer money to or from a Separate Account Division, we convert that dollar amount into accumulation units. We determine the number of accumulation units we credit to or subtract from a Policy by dividing the dollar amount of the transaction by the accumulation unit value for that Division at the end of the Valuation Period.

Accumulation Unit Value. We determine an accumulation unit value, based upon the Net Investment Factor method, for each Division of the Separate Account to reflect how investment performance affects the Cash Value. Accumulation Unit values will vary among Divisions, and may increase or decrease from one Valuation Period to the next. The accumulation unit value of any Division at the end of any Valuation Period equals:

•

the value of the net assets of the Division at the end of the preceding Valuation Period; plus

•

the investment income and capital gains, realized or unrealized, credited to the net assets of that Division during the Valuation Period for which the unit value is being determined; minus

•

the capital losses, realized or unrealized, charged against those net assets during the Valuation Period; minus

•

any amount charged against the Division for taxes, or any amount set aside during the Valuation Period by the Company as a provision for taxes attributable to the operation or maintenance of the Division; minus

•

the daily mortality and expense risk charge (a charge not to exceed 0.90% annually); divided by

•

aggregate accumulation units outstanding in the Division at the end of the preceding Valuation Period.

POLICY BENEFITS

Standard Death Benefit

As long as the Policy remains in force, we will pay the death benefit proceeds to the Beneficiary once we receive at our Administrative Office (i) satisfactory proof of the Insured’s death, (ii) instructions on how to pay the proceeds and (iii) any other documents, forms and information we need. We may require you to return the Policy. (If the Beneficiary dies before the Insured, we will generally pay the insurance proceeds, in a single sum, to the Owner, or, if the Owner is not living, to the Owner’s estate.) Payment of death benefit proceeds will not be affected by termination of the Group Contract, the Employer-sponsored insurance program, or an Employee’s employment.

Death benefit proceeds equal:

•

the death benefit (described below); plus

•

any additional insurance provided by rider; minus

•

any unpaid monthly deductions; minus

•

any outstanding Indebtedness.

An increase in Face Amount will increase the death benefit, and a decrease in Face Amount will decrease the death benefit. We may further adjust the amount of the death proceeds under certain circumstances.

If you have a rider permitting the accelerated payment of death benefit proceeds, the death benefit may be paid in a single sum before the death of the Insured, and would be less than otherwise would be paid upon the death of the Insured.

Payment of the Death Benefit

Death benefit proceeds under the Policy ordinarily will be paid within seven days after we receive proof of the Insured’s death and all other documentation required at our Administrative Office. Payment may, however, be postponed in certain circumstances. See “General Matters Relating to the Policy — Postponement of Payments.” The death benefit will be reduced by any outstanding Indebtedness and any due and unpaid Monthly Deduction accruing during a grace period.

We will pay the proceeds in one sum, including either by check, by placing the amount in an account that earns interest, or by any other method of payment that provides the Beneficiary with immediate and full access to the proceeds. We will pay interest on the proceeds as required by the applicable state law.

Unless otherwise requested and subject to state law, the Policy’s death proceeds will generally be paid to the Beneficiary through a settlement option called the Total Control Account (if the death proceeds meet the required minimum). The Total Control Account is an interest-bearing account through which the Beneficiary has immediate and full access to the proceeds, with unlimited draft writing privileges. We credit interest to the account at a rate

that will not be less than a guaranteed minimum annual effective rate. You may also elect to have any Policy surrender proceeds paid into a Total Control Account established for you.

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

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

Standard Death Benefit Options

The Policy provides two death benefit options: a “Level Type” death benefit (“Option A”) and an “Increasing Type” death benefit (“Option B”). Under certain Group Contracts and Employer-sponsored insurance programs, however, Option B may be the only death benefit option presented. We calculate the amount available under each death benefit option as of the date of the Insured’s death.

Under Option A, the death benefit is:

•

the current Face Amount of the Policy or, if greater,

•

the applicable percentage of Cash Value on the date of death.

The applicable percentage is 250% for an Insured Attained Age 40 or below on the Policy Anniversary before the date of the Insured’s death. For Insureds with an Attained Age over 40 on that Policy Anniversary, the percentage is lower and gradually declines with age until it reaches 100% at age 95.

Under Option B, the death benefit is:

•

the current Face Amount plus the Cash Value of the Policy or, if greater,

•

the applicable percentage of the Cash Value on the date of death. The applicable percentage is the same as under Option A.

Which Death Benefit Option to Choose. Owners who prefer to have favorable investment performance reflected in higher death benefits for the same Face Amount generally should select Option B. Owners who prefer to have favorable investment performance reflected in lower cost of insurance charges for the same Face Amount generally should select Option A.

The amount of the death benefit may vary with the amount of the Cash Value. Under Option A, the death benefit will vary as the Cash Value varies whenever the Cash Value multiplied by the applicable percentage exceeds the Face Amount. Under Option B, the amount of the death benefit will always vary as the Cash Value varies (but will never be less than the Face Amount).

Changing Death Benefit Options

After the first Policy Anniversary, you may change the death benefit option. We reserve the right to limit the number of changes in death benefit options to one per Policy Year. A request for a change must be made directly to us in writing. The effective date of such a change will be the Monthly Anniversary on or following the date we receive the change request. If an increase in Face Amount precedes or occurs concurrently with a change in death benefit option, the cost of insurance charge may be different for the amount of the increase.

Changing the death benefit option may result in a change in Face Amount. If an Owner changes from Option A to Option B, the Face Amount after the change will equal the Face Amount before the change LESS the Cash Value on the effective date of the change. Any written request to change from Option A to Option B must be accompanied by satisfactory evidence of insurability. We will not accept a change from Option A to Option B if doing so would reduce the Face Amount to less than $25,000.

If an Owner changes from Option B to Option A, the Face Amount after the change will equal the Face Amount before the change PLUS the Cash Value on the effective date of change. We will not impose any charges in connection with a change in death benefit option. Changing the death benefit option also may have tax consequences and may affect the net amount at risk over time (which would affect the monthly cost of insurance charge). However, we will not permit any change that would result in your Policy being disqualified as a life insurance contract under Section 7702 of the Code. You should consult a tax adviser before changing death benefit options.

Changing Face Amount

You select the Face Amount when applying for the Policy. Subject to certain limitations set forth below, you may increase or decrease the Face Amount of a Policy (without changing the death benefit option) after the first Policy Anniversary. We reserve the right to limit the number of changes in the Face Amount to one per Policy Year. A change in Face Amount may affect the cost of insurance rate and the net amount at risk, both of which affect your cost of insurance charge. Changing the Face Amount also may have federal income tax consequences and you should consult a tax adviser before doing so.

Face Amount Increases. You may increase the Face Amount by submitting a written request and providing satisfactory evidence of insurability. If approved, the increase will become effective on the Monthly Anniversary on or following receipt at our Administrative Office of the satisfactory evidence of insurability. The Insured must have an Attained Age of 80 or less on the effective date of the increase. The amount of the increase may not be less than $5,000, and the Face Amount may not be increased to more than the maximum Face Amount for that Policy. The maximum Face Amount varies by Plan. However, in connection with a particular Group Contract, we may establish a substantially higher Face Amount for Policies issued under that Contract. Although an increase need not necessarily be accompanied by additional premium, the Cash Surrender Value in effect immediately after the increase must be sufficient to cover the next monthly deduction. An increase in the Face Amount may result in certain additional charges. For example, we determine the cost of insurance separately for the initial Face Amount and for any increases in Face Amount.

Face Amount Decreases. You may decrease the Face Amount by written request to us. Any decrease in the Face Amount will become effective on the Monthly Anniversary on or following our receipt of the written request. The amount of the requested decrease must be at least $5,000 and the Face Amount remaining in force after any requested decrease may not be less than the minimum Face Amount, generally $25,000. If, following a decrease in Face Amount, the Policy would not comply with the maximum premium limitations required by federal tax law, we will (at your election) either limit the decrease or return Cash Value to you to the extent necessary to meet those requirements. A decrease in the Face Amount generally will reduce the net amount at risk, which will reduce the cost of insurance charges. (See “Charges and Deductions — Cost of Insurance Charge.”)

Changing Owner or Beneficiary

The Owner may change the ownership and/or Beneficiary designation by written request in a form acceptable to us at any time during the Insured’s lifetime. We may require that the Policy be returned for endorsement of any change. The change will take effect as of the date the Owner signs the written request, whether or not the Insured is living when the request is received by us. We are not liable for any payment we make or any action we take before we receive the Owner’s written request. If the Owner is also a Beneficiary of the Policy at the time of the Insured’s death, the Owner may, within 60 days of the Insured’s death, designate another person to receive the Policy proceeds. Changing the Owner may have adverse tax consequences. The Owner should consult a tax adviser before doing so.

Surrender and Partial Withdrawals

During the lifetime of the Insured and while a Policy is in force, you may surrender the Policy, or make a partial withdrawal of the Cash Value. We generally will forward amounts payable upon surrender or a partial withdrawal within seven days of receipt of your request. We may postpone payment of surrenders and partial withdrawals under certain conditions. Surrenders and partial withdrawals may have federal income tax consequences.

Surrender. You may surrender the Policy by sending a written request, on a form provided by us, by mail, email or facsimile to our Administrative Office. We determine the Cash Surrender Value as of the end of the Valuation Period during which we receive the surrender request. To effect a surrender, we may require that you return the Policy to our Administrative Office along with the request to surrender the Policy. Alternatively, we may require that the request be accompanied by a completed affidavit of lost Policy. We can provide a lost Policy Certificate upon request.

Upon surrender, we will pay to you the Cash Surrender Value on the date of surrender. If we receive the request to surrender the Policy on a Monthly Anniversary, the monthly deduction otherwise deductible will be included in the amount paid. Coverage and other benefits under a Policy will terminate as of the date of surrender and cannot be reinstated.

Partial Withdrawals. After the first Policy Year, you may make up to one partial withdrawal each Policy Month. You may request a partial withdrawal in writing on a form provided by us (by mail, email or facsimile) to our Administrative Office or via the Internet. We will process each partial withdrawal using the Cash Value determined at the end of the Valuation Period during which we receive your request. The total amount available for withdrawal may not exceed the total Cash Surrender Value of the Policy.

General Account. The maximum amount that can be withdrawn, including the partial withdrawal transaction charge, is the Loan Value. The partial withdrawal transaction charge equals the lesser of $25 or 2% of the amount withdrawn. There are additional limitations on the amounts that may be withdrawn from the General Account. (See “The General Account — Restrictions on Partial Withdrawals or Transfers from the General Account.”) Subject to the above conditions, you may allocate the amount withdrawn among the Divisions and/or the General Account. If no allocation is specified, we will deduct the amount of the partial withdrawal (including any partial withdrawal transaction charge) from the Divisions and/or the General Account on a pro-rata basis (that is, based on the proportion that the Policy’s Cash Value in each Division and/or the General Account bears to the unloaned Cash Value of the Policy). If restrictions on amounts that may be withdrawn from the General Account will not allow this proportionate allocation, we will request that you specify an acceptable allocation. If, following a partial withdrawal, insufficient funds remain in a Division or in the General Account to pay the partial withdrawal transaction charge as allocated, the unpaid charges will be allocated equally among the remaining Divisions and/or the General Account. You may request that the partial withdrawal transaction charge be paid from your Cash Value in a particular Division or in the General Account. You may not make a partial withdrawal if, or to the extent that, the partial withdrawal would reduce the Face Amount below $25,000.

A partial withdrawal can affect the Face Amount, the death benefit and the net amount at risk (which is used to calculate the cost of insurance charge). If death benefit Option A is in effect and the death benefit equals the Face Amount, we will reduce the Face Amount, and thus the death benefit, by the amount of the partial withdrawal (plus the partial withdrawal transaction charge). If Option B is in effect and the death benefit equals the Face Amount plus the Cash Value, we will not reduce the Face Amount, but will reduce the Cash Value and, thus, the death benefit by the amount of the partial withdrawal (plus the partial withdrawal transaction charge). If however, the death benefit is in a “tax corridor” under either Option A or Option B, that is, if the death benefit equals the Cash Value multiplied by a percentage based on federal tax law requirements described in Section 7702(d) of the Code, then we will reduce the Face Amount to the extent that the amount of the partial withdrawal (plus the partial withdrawal transaction charge) exceeds the amount equal to the difference between the death benefit and the Face Amount. We will reduce the death benefit correspondingly. (See “Policy Benefits — Standard Death Benefit Options.”) Face Amount decreases resulting from partial withdrawals will first reduce the most recent Face Amount increase, then the most recent increases in succession, and lastly the initial Face Amount.

Transfers

You may transfer Cash Value, not including amounts credited to the Loan Account, among the Divisions available with the Policy and between the Divisions and the General Account. You may request a transfer in writing on a form provided by us (by mail, email or facsimile) to our Administrative Office or via the Internet. Transfers to and from the General Account are subject to restrictions. (See “The General Account.”) The following terms apply to transfers under a Policy:

•

We will make transfers and determine all values in connection with transfers as of the end of the Valuation Period during which the transfer request is received at our Administrative Office. Transfer requests received before the New York Stock Exchange closes for regular trading receive same-day pricing. If we receive a transfer request after the New York Stock Exchange closes (usually 4:00 p.m. Eastern Time) for regular trading, we will process the order using the unit value for the Division determined at the close of the next regular trading session of the New York Stock Exchange.

•

We will consider all transfer requests received on the same Valuation Day as a single transfer request.

•

Account but reserve the right to do so in the future.) Where a single transfer request calls for more than one transfer, and not all of the transfers would meet the minimum requirements, we will make those transfers that do meet the requirements. Transfers resulting from Policy Loans will not be counted for purposes of the limitations on the amount or frequency of transfers allowed in each month or year.

•

We may impose a charge of $25 for each transfer in excess of twelve in a Policy Year.

•

The Company may revoke or modify the privilege of transferring amounts to or from the General Account at any time.

Restrictions on Frequent Transfers

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

We have policies and procedures that attempt to detect and deter frequent transfers in situations where we determine there is a potential for arbitrage trading. Currently, we believe that such situations may be presented in the international, small-cap, and high-yield Portfolios (these Portfolios, referred to as the “Monitored Funds,” are identified in the list below) and we monitor transfer activity in those Monitored Funds.

The following Portfolios are “Monitored Funds”:

•

MFS® Global Equity Series

•

MFS® High Yield Portfolio

•

MFS® Income Portfolio

•

MFS® New Discovery Series

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

Our policies and procedures may result in transfer restrictions being applied to deter frequent transfers. Currently, when we detect transfer activity in the Monitored Funds that exceeds our current transfer limits, we require future transfer requests to or from any Monitored Funds under that Policy to be submitted with an original signature. A first occurrence will result in a warning letter; a second occurrence will result in the imposition of the restriction for a six-month period; a third occurrence will result in the permanent imposition of the restriction.

Transfers made under a Dollar Cost Averaging Program, a rebalancing program or, if applicable, any asset allocation program described in this Prospectus are not treated as transfers when we monitor the frequency of transfers.

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

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

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

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

Restrictions On Large Transfers

where the manager of a particular underlying Portfolio has brought large transfer activity to our attention for investigation on a case-by-case basis. For example, some fund managers have asked us to monitor for “block transfers” where transfer requests have been submitted on behalf of multiple Owners by a third party such as an investment adviser. When we detect such large trades, we may impose restrictions similar to those described above where future transfer requests from that third party must be submitted in writing with an original signature. A first occurrence will result in a warning letter; a second occurrence will result in the imposition of the restriction for a six-month period; a third occurrence will result in the permanent imposition of the restriction.

Loans

Loan Privileges. After the first Policy Anniversary, you may, by request in writing on a form provided by us (by mail, email or facsimile) to our Administrative Office or via the Internet, to borrow an amount up to the Loan Value of the Policy, with the Policy serving as sole security for such loan. The Loan Value is equal to (a) minus (b), where

(a)

is 85% of the Cash Value of the Policy on the date the Policy Loan is requested; and

(b)

is the amount of any outstanding Indebtedness.

The minimum amount that you may borrow is $100. We will ordinarily pay any amount due to you under a Policy Loan within seven days after we receive the loan request at our Administrative Office, although we may postpone payments under certain circumstances.

We will process each loan request at the accumulation unit value determined at the end of the Valuation Period during which we receive your request.

When a Policy Loan is made, we will transfer Cash Value equal to the amount of the loan to the Loan Account as collateral for the loan. We will also transfer an amount equal to the loan interest due at the next Policy Anniversary, discounted at an interest rate equal to the current Loan Account crediting rate. Unless you request a different allocation, we will transfer amounts from the Divisions of the Separate Account and the General Account in the same proportion that the Policy’s Cash Value in each Division and the General Account bears to the unloaned Cash Value. This will reduce the Policy’s Cash Value in the Separate Account and the General Account. These transactions will not be considered transfers for purposes of the limitations on transfers.

Interest Rate Charged For Policy Loans. We charge you 8% interest per year on a loan. Loan interest is due and payable in arrears on each Policy Anniversary or for the duration of the Policy Loan, if shorter. If you do not pay the interest charged when it is due, we will transfer to the Loan Account an amount of Cash Value equal to the interest due. We will deduct the amount transferred from the Divisions and the General Account in the same proportion that the Cash Value in each Division and the General Account bears to the unloaned Cash Value.

Loan Account Interest Rate Credited. Amounts in the Loan Account will earn interest daily at an annual rate of at least 5%. The Loan Account interest credited will be transferred to the Divisions and the General Account: (i) each Policy Anniversary; (ii) when a new loan is made; (iii) when a loan is partially or fully repaid; and (iv) when an amount is needed to meet a monthly deduction.

Repayment of Indebtedness. You may repay all or part of your Indebtedness at any time while the Insured is living and the Policy is in effect. All repayments should be made directly to us at our Administrative Office. Upon repayment, we will allocate an amount equal to the loan repayment (but not more than the amount of the outstanding Indebtedness) from the Loan Account back to the General Account and the Separate Account Divisions on the same proportionate basis on which we originally transferred the loan collateral from the Divisions and the General Account (described above).

We will treat amounts paid while a Policy Loan is outstanding as premiums unless you request in writing that the payments be treated as repayment of Indebtedness.

Effect of Policy Loans. Whether or not repaid, a Policy Loan will permanently affect the Cash Value and Cash Surrender Value of a Policy, and may permanently affect the amount of the death benefit. This is because the collateral for the Policy Loan (the amount held in the Loan Account) does not participate in the performance of the Separate Account while the loan is outstanding. If the Loan Account interest credited is less than the investment performance of the selected Division, the Policy values will be lower as a result of the loan. Conversely, if the Loan Account interest credited is higher than the investment performance of the Division, the Policy values may be higher. We will deduct any outstanding Indebtedness from the proceeds payable upon the death of the Insured, surrender, or the maturity of the Policy.

There are risks associated with taking a Policy Loan, including the potential for a Policy to lapse if the Indebtedness exceeds the Cash Value on any Monthly Anniversary. In addition, if the Policy is a MEC, then a Policy Loan will be treated as a partial withdrawal for federal income tax purposes. A loan also may have possible adverse tax consequences that could occur if a Policy is exchanged, canceled or lapses with loans outstanding. A loan from or secured by a Policy that is not classified as a MEC should generally not be treated as a taxable distribution so long as the Policy stays in force. You should seek competent advice before requesting a Policy loan.

Conversion Right to a Fixed Benefit Policy

You may, upon written request, convert a Policy still in force to a life insurance policy that provides benefits that do not vary with the investment return of the Divisions. If, during the first two Policy Years, you request in writing that we transfer all of your Cash Value into the General Account, and you indicate that you are exercising the conversion right, the transfer will not be subject to a transaction charge or to transfer limits. At the time of the transfer, there will be no effect on the Policy’s death benefit, Face Amount, net amount at risk, risk class or Issue Age. If you exercise your one-time conversion right, we will automatically allocate all future Net Premiums to the General Account, and no future transfers to the Separate Account will be allowed.

If a Certificate has been amended to operate as an Individual Policy following an Insured’s change in eligibility under a Group Contract, the conversion right will be measured from the Issue Date of the original Certificate. At the time of the conversion, the new Policy will have, at the Owner’s option, either the same death benefit or the same net amount at risk as the original Policy. The new Policy will also have the same Issue Date and Issue Age as the original Policy. The premiums for the new Policy will be based on our rates in effect for the same Issue Age and rate class as the original Policy.

Eligibility Change Conversion

As long as the Certificate is in force, an Insured’s coverage will continue even if an Insured’s eligibility under a Group Contract ends because the Group Contract terminates or the Employee’s employment ends. Even if the Certificate has lapsed and is not in force, the right to reinstate and to convert a lapsed Certificate remains despite the change in the Employee’s eligibility during the reinstatement period.

mailed. A new planned premium schedule will be established which will have the same planned annual premium utilized under the Group Contract. The new planned payment intervals will be no more frequent than quarterly. The Company may allow payment of planned premium through periodic (usually monthly) authorized electronic funds transfer. Of course, unscheduled premium payments can be made at any time. (See “Premiums.”)

If an Associated Company ceases to be under common control with the Contractholder, the Insureds of the Associated Company (i.e., employees of the Associated Company and their spouses) may continue their insurance in the manner described above.

Payment of Benefits at Maturity

If the Insured is living and the Policy is in force, we will pay the Cash Surrender Value to you on the Maturity Date. Amounts payable on the Maturity Date ordinarily will be paid within seven days of that date, although payment may be postponed under certain circumstances. A Policy will mature if and when the Insured reaches Attained Age 95.

Telephone, Facsimile, Email and Internet Requests

In addition to written requests, we may accept instructions by telephone, facsimile, email and via the Internet from you or an authorized third party regarding transfers, loans, partial withdrawals and certain Policy changes, subject to the following conditions.

•

We will employ reasonable procedures to confirm that instructions are genuine.

•

If we follow these procedures, we are not liable for any loss, damage, cost, or expense from complying with instructions we reasonably believe to be authentic. You bear the risk of any such loss.

•

These procedures may include requiring forms of personal identification before acting upon instructions and/or providing written confirmation of transactions to you.

•

We reserve the right to suspend telephone, facsimile, email and/or Internet instructions at any time for any class of Policies for any reason.

You should protect your personal identification number (“PIN”) because self-service options will be available to your agent of record and to anyone who provides your PIN when using Internet systems. We are not able to verify that the person providing the PIN and giving us instructions via the Internet is you or is authorized to act on your behalf.

Facsimile, email or Internet transactions may not always be possible. Any facsimile, email or computer system, whether it is ours, yours, or that of your service provider or agent, can experience outages or slowdowns for a variety of reasons. These outages or slowdowns may prevent or delay our processing of your request. Although we have taken precautions to equip our systems to handle heavy use, we cannot promise complete reliability under all circumstances. If you experience problems, you should make the request by writing to our Administrative Office.

operations, such as processing Owners’ requests and elections and day-to-day record keeping, are all executed through computer networks and systems.

POLICY LAPSE AND REINSTATEMENT

Lapse

A Policy may enter a 62-day grace period and possibly lapse (terminate without value or death benefit) if the Cash Surrender Value is not enough to cover the next monthly deduction. If you have taken out a loan, then your Policy also will enter a grace period and possibly lapse whenever the Indebtedness exceeds the Cash Value on the Monthly Anniversary. Thus, the payment of premiums in any amount does not guarantee that the Policy will remain in force until the Maturity Date.

We will notify you at the beginning of the grace period by mail. The notice will specify the amount of premium required to keep the Policy in force, and the date the payment is due. Subject to minimum premium requirements, the amount of the premium required to keep the Policy in force will be the amount of the current monthly deduction. If we do not receive the specified minimum payment within the grace period, the Policy will lapse and terminate without Cash Value. Upon lapse, any Indebtedness is extinguished and any collateral in the Loan Account is returned to the Company. If the Insured dies during the grace period, any overdue monthly deductions and Indebtedness will be deducted from the death benefit payable.

Reinstatement

Unless you have surrendered the Policy, you may reinstate a lapsed Policy by written application at any time while the Insured is alive and within five years after the date of lapse and before the Maturity Date. The right to reinstate a lapsed Policy will not be affected by the termination of a Group Contract or the termination of an Employee’s employment during the reinstatement period.

Reinstatement is subject to the following conditions:

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Evidence of the insurability of the Insured satisfactory to us (including evidence of insurability of any person covered by a rider to reinstate the rider).

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Payment of a premium that, after the deduction of any premium charges (premium expense charge and premium tax charge), is large enough to cover: (a) the monthly deductions due at the time of lapse, and (b) two times the monthly deduction due at the time of reinstatement.

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Payment or reinstatement of any Indebtedness. Any Indebtedness reinstated will cause a Cash Value of an equal amount also to be reinstated.

If you meet the requirements to reinstate a lapsed Policy your face amount will be reinstated to the amount in effect immediately prior to the lapse. If you reinstate a lapsed Policy and elect to reinstate any Indebtedness existing immediately before the Policy lapsed, the corresponding collateral for the Indebtedness would also be reinstated as part of the Cash Value of the reinstated Policy. The amount of Cash Value on the date of reinstatement will be equal to the amount of any Indebtedness reinstated, increased by the net premiums paid at reinstatement and any loans paid at the time of reinstatement.

CHARGES AND DEDUCTIONS

We will deduct certain charges under the Policy in consideration for: (i) services and benefits we provide; (ii) costs and expenses we incur; (iii) risks we assume; and (iv) our profit expectations.

Services and benefits we provide:

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

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investment options, including premium allocations;

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administration of elective options; and

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the distribution of reports to Owners.

Costs and expenses we incur:

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

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overhead and other expenses for providing services and benefits;

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sales and marketing expenses; and

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

Risks we assume:

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

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

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

Transaction Charges

Premium Expense Charge. Before we allocate net premiums among the Divisions pursuant to your instructions, we will reduce your premium payments by a front-end sales charge (“premium expense charge”) equal to 1.00% of each premium to compensate us for our costs in issuing the Policies. In addition, for certain policies deemed to be individual contracts under federal tax laws, we make an additional charge of 1% (for a total of 2%) of each premium payment to compensate us for the anticipated higher corporate income taxes that result from the sale of such Policies.

The sales charges will not change even if an Insured is no longer eligible under a Group Contract, but continues coverage on an individual basis.

these premium taxes, we will reduce premium payments by a premium tax charge of 2.00% from all Policies. The 2.00% charge may be higher or lower than actual premium taxes, if any, assessed in your location.

Partial Withdrawal Transaction Charge. You may make a partial withdrawal of Cash Value. For each partial withdrawal we will assess a transaction charge equal to the lesser of $25 or 2% of the amount withdrawn to cover administrative costs incurred in processing the partial withdrawal. This charge will be in addition to the amount received in cash.

Transfer Charge. After the first Policy Year, you may transfer a portion of your Cash Value. For each transfer in excess of 12 in a single Policy Year, we may impose a charge of $25 to cover administrative costs incurred in processing the transfer. We are currently waiving this charge.

Periodic Charges

Monthly Deduction. We will make the monthly deduction on the Investment Start Date and on each succeeding Monthly Anniversary. We will make deductions from each Division and the General Account in the same proportion that the Policy’s Cash Value in each Division and the General Account bears to the unloaned Cash Value on the date the monthly deduction is made. Because portions of the monthly deduction, such as the cost of insurance, can vary from month to month, the monthly deduction also will vary.

The monthly deduction has several components:

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the cost of insurance charge;

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the premium tax charge;

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a monthly administrative charge; and

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the charges for any riders.

Cost of Insurance Charge. We assess a monthly cost of insurance charge on each Monthly Anniversary (to cover the next Policy Month) to compensate us for underwriting the death benefit and for certain administrative costs. The charge depends on the applicable cost of insurance rate and the net amount at risk in the Policy Month in which the charge is calculated. The charge may vary from Policy to Policy and from Policy Month to Policy Month.

We will determine the monthly cost of insurance charge by multiplying the applicable cost of insurance rate or rates by the net amount at risk for each Policy Month. The net amount at risk for a Policy Month equals: (i) the death benefit at the beginning of the Policy Month divided by 1.0032737; LESS (ii) the Cash Value at the beginning of the Policy Month. (Dividing the death benefit by 1.0032737 reduces the net amount at risk, solely for purposes of computing the cost of insurance, by taking into account assumed monthly earnings at an annual rate of 4%.)

We determine the cost of insurance separately for the initial Face Amount and for any increases in Face Amount. If we approve an increase in Face Amount, then a different cost of insurance charge may apply to the increase, based on the Insured’s circumstances at the time of the increase.

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Cost of Insurance Rates. The current cost of insurance rates are based on the Attained Age and the rate class of the Insured. We base the current cost of insurance rates on our expectations as to future mortality experience. We currently issue the Policies on a guaranteed issue or simplified underwriting basis without regard to the sex of the Insured. Whether a Policy is issued on a guaranteed issue or simplified underwriting basis does not affect the cost of insurance charge determined for that Policy.

The current cost of insurance rates will not exceed the guaranteed cost of insurance rates set forth in the Policy. These guaranteed rates are 125% of the maximum rates that could be charged based on the 1980 Commissioners Standard Ordinary Mortality Table C (“1980 CSO Table”). The guaranteed rates are higher than the maximum rates in the 1980 CSO Table because we use guaranteed or simplified underwriting procedures whereby the Insured is not required to submit to a medical or paramedical examination. Under these underwriting methods, then, healthy individuals will pay higher cost of insurance rates than they would pay under substantially similar policies using different underwriting methods. The current cost of insurance rates are generally lower than 100% of the 1980 CSO Table.

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Net Amount at Risk. We also calculate the net amount at risk separately for the initial Face Amount and for any increase in Face Amount. In determining the net amount at risk for each increment of Face Amount, the Cash Value is first considered part of the initial Face Amount. If the Cash Value exceeds the initial Face Amount, it is then considered as part of any increment in Face Amount in the order these increases took effect. The net amount at risk is affected by investment performance, loans, payments of premiums, Policy fees and charges, the death benefit option chosen, partial withdrawals, and decreases in Face Amount. Any decrease in Face Amount, whether by the Owner’s request or resulting from a partial withdrawal, will first be used to reduce the net amount at risk for the most recent increase in Face Amount, the next most recent increases in succession, and then the net amount at risk for the initial Face Amount.

The current maximum cost of insurance is $2.78 per $1,000 of net amount at risk and the current minimum cost of insurance is $0.07 per $1,000 of net amount at risk.

Monthly Administrative Charge. We assess a monthly administrative charge from each Policy that is based upon the number of employees eligible to be covered at issue of a Group Contract. This charge compensates us for ordinary administrative expenses such as record keeping, processing death benefit claims and Policy changes, preparing and mailing reports, and overhead costs. The guaranteed maximum administrative charge that we can apply to Policies under any Group Contract can vary but will not exceed $6.00 per month during the first Policy Year and $3.50 per month in renewal years. The current administrative charge that we apply is up to $3.50 per month. Please refer to your Policy Schedule Page for the administrative charge that applies to your Policy.

These guaranteed maximum charges are guaranteed not to increase over the life of the Policy. The administrative charge will not change in the event that the Insured is no longer eligible for group coverage, but continues coverage on an individual basis. In addition, when we believe that lower administrative costs will be incurred in connection with a particular Group Contract, we may modify the charge for that Group Contract.

Charges For Riders. We charge a fee to compensate us for the coverage that we are providing. The monthly deduction will include charges for any additional benefits provided by rider. (See “Additional Benefits and Riders.”) The charges for individual riders are summarized in the Fee Table of this Prospectus. These riders may not be available in all states and some Group Contracts may not offer certain riders.

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Children’s Life Insurance Rider. This rider provides for term insurance on the Insured’s children, as defined in the rider. To be eligible for insurance under the rider, the child to be insured must not be confined in a hospital at the time the application is signed. Upon receipt at our Administrative Office of proof of the Insured’s death before the rider terminates, the rider will be continued on a fully paid-up term insurance basis. The death benefit will be payable to the named Beneficiary upon the death of any insured child. The charge for this rider is assessed per $1,000 of insurance coverage provided. The current cost for this rider is $0.10 per $1,000 of coverage.

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currently impose a charge for this rider. However, we reserve the right to deduct an administrative charge of $100 from the accelerated death benefit at the time it is paid.

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Spouse’s Life Insurance Rider. This rider provides term insurance on the Insured’s spouse, as defined in the rider. To be eligible for insurance under the rider, the spouse must provide evidence of insurability at the time the application is signed. The death benefit will be payable to the named Beneficiary upon the death of the spouse. Under this rider, if we receive at our Administrative Office proof of the Insured’s death before the Policy Anniversary nearest the spouse’s 65th birthday, a limited 60-day continuation and exchange period begins, during which the rider may be exchanged for a new fixed-benefit policy on the life of the spouse. The spouse’s life insurance rider differs from an actual Policy issued on an employee’s spouse in that the rider provides only term insurance on the life of the spouse and does not provide for the accumulation of its own cash value. The current maximum charge for this rider is $2.06 per $1,000 of coverage and the current minimum charge is $0.09 per $1,000 of Coverage.

Mortality and Expense Risk Charge. We will deduct a daily charge from the Separate Account at a rate not to exceed 0.0024547% (an annual rate of 0.90%) of the net assets of each Division of the Separate Account. We may reflect a reduction in the current rate as a credit to Cash Value.

This charge compensates us for certain mortality and expense risks we assume. The mortality risk we assume is that an Insured may die sooner than anticipated and that we will pay an aggregate amount of death benefits greater than anticipated. The expense risk assumed is that expenses incurred in issuing and administering the Policy will exceed the amounts realized from the administrative charges assessed against the Policy. If this charge does not cover our actual costs, we absorb the loss. Conversely, if the charge more than covers our actual costs, we add the excess to our surplus. The Mortality and Expense Risk Charge is currently 0.75% (annually) of the net assets of each Division of the Separate Account.

Loan Interest Charge. We charge interest on Policy loans at a maximum annual interest rate of 8.00%, payable in arrears on each Policy anniversary or for the duration of the Policy Loan, if shorter. We also will credit the amount in the Loan Account with interest at a minimum effective annual rate of 5% (our current interest rate is 8.00% and our current crediting rate is 7.25%). The current loan interest spread is 0.75%.

Federal Taxes

We currently do not assess charges against the Separate Account for federal income taxes that may be incurred by the Separate Account. We may assess such a charge in the future, as well as charges for other taxes incurred by the Separate Account. (See “Federal Tax Matters.”)

Variations in Charges

We may vary the amounts of charges described in this Prospectus as a result of such factors as: (1) differences in legal requirements in the jurisdictions where the Policies are sold; (2) differences in actual or expected risks, expenses, Policy persistency, premium payment patterns, or mortality experience among different categories of purchasers or Insureds; and (3) changes in Policy pricing that we may implement from time to time. We may take into account additional information provided by prospective Contractholders in assessing these differences and determining any variances in charges, subject to our underwriting guidelines. Any such variations will be pursuant to our administrative procedures that we establish and will not discriminate unfairly against any Policy Owner. Any such variations may apply to existing Policies as well as to Policies issued in the future, except that the charges under any Policy may never exceed the maximums therein.

Portfolio Charges and Expenses

Charges are deducted from and expenses paid out of the assets of the Portfolios that are described in the prospectuses for those Portfolios. Shares of the Portfolios are purchased for the Separate Account at their net asset value. The net asset value of Portfolio shares is determined after deduction of the fees and charges. For further information, consult the prospectus for each Portfolio and Appendix A, below.

FEDERAL TAX MATTERS

The following is a brief summary of some tax rules and includes information about different types of benefits, not all of which may be available under the Policy or Certificate, as applicable. Such discussion does not purport to be complete or to cover all tax situations. The summary does not address state, local or foreign tax issues related to the Policy or Certificate, as applicable. This discussion is not intended as tax advice. Counsel or other competent tax advisers should be consulted for more complete information. This discussion is based upon our understanding of the present federal income tax laws. No representation is made as to the likelihood of continuation of the present federal income tax laws or as to how they may be interpreted by the Internal Revenue Service.

Tax Status of the Policy or Certificate

In order to qualify as a life insurance contract for federal income tax purposes and to receive the tax treatment normally accorded life insurance contracts under federal tax law, a Policy or Certificate, as applicable, must satisfy certain requirements which are set forth in the Code. Guidance as to how these requirements are to be applied is limited. Nevertheless, we believe that the Policy or Certificate, as applicable, should satisfy the applicable requirements. If it is subsequently determined that the Policy or Certificate, as applicable, does not satisfy the applicable requirements, we may take appropriate steps to bring the Policy or Certificate, as applicable, into compliance with such requirements and we reserve the right to restrict Policy or Certificate, as applicable, transactions in order to do so. The insurance proceeds payable upon death of the Insured will never be less than the minimum amount required for a Policy or Certificate, as applicable, to be treated as life insurance under section 7702 of the Internal Revenue Code, as in effect on the date the Policy or Certificate, as applicable, was issued.

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

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

The following discussion assumes that the Policy or Certificate, as applicable, will qualify as a life insurance contract for federal income tax purposes.

Tax Treatment of Policy or Certificate Benefits

In General. We believe that the death benefit under a Policy or Certificate, as applicable, should generally be excludible from the gross income of the Beneficiary to the extent provided in Section 101 of the Code. Insurance proceeds may be taxable in some circumstances, such as where there is a transfer-for-value of a Policy or Certificate, as applicable, or where a business is the Owner of the Policy or Certificate, as applicable, covering the life of an Employee, if certain notice and consent and other requirements are not satisfied.

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

Generally, the Owner will not be deemed to be in constructive receipt of the Policy or Certificate, as applicable, Cash Value until there is a distribution. When distributions from a Policy or Certificate, as applicable, occur, or when loans are taken out from or secured by a Policy or Certificate, as applicable, the tax consequences depend on whether the Policy or Certificate, as applicable, is classified as a modified endowment contract.

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

If there is a reduction in the benefits under the Policy or Certificate, as applicable, during a 7-pay testing period, for example, as a result of a partial withdrawal, the 7-pay test will have to be reapplied as if the Policy or Certificate, as applicable, had originally been issued at the reduced Face Amount. If there is a “material change” in Policy’s or Certificate’s, as applicable, benefits or other terms, even after the first seven years, the Policy or Certificate, as applicable, may have to be retested as if it were a newly issued Policy or Certificate, as applicable. A material change may occur, for example, when there is an increase in the death benefit or the receipt of an unnecessary premium. Unnecessary premiums are premiums paid into a Policy or Certificate, as applicable, which are not needed in order to provide a death benefit equal to the lowest death benefit that was payable in the most recent 7-pay testing period. To prevent your Policy or Certificate, as applicable, from becoming a MEC, it may be necessary to limit premium payments or to limit reductions in benefits. In addition, a Policy or Certificate, as applicable, will be treated as a MEC if it is received in exchange for a life insurance contract that is a MEC. A current or prospective Owner should consult a tax adviser to determine whether a Policy or Certificate, as applicable, transaction will cause the Policy or Certificate, as applicable, to be classified as a MEC.

Distributions Other Than Death Benefits From Modified Endowment Contracts. Policies or Certificates, as applicable, classified as modified endowment contracts are subject to the following tax rules:

(1)

endowment contract will be treated first as distributions of gain taxable as ordinary income and as tax-free recovery of the Owner’s investment in the Policy or Certificate, as applicable, only after all gain has been distributed.

(2)

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

(3)

A 10 percent additional income tax penalty is imposed on the amount subject to tax except where the distribution or loan is made when the Owner has Attained Age 59 1∕2 or is disabled, or where the distribution is part of a series of substantially equal periodic payments for the life (or life expectancy) of the Owner or the joint lives (or joint life expectancies) of the Owner and the Owner’s Beneficiary. The foregoing exceptions generally do not apply to an Owner that is a non-natural person, such as a corporation.

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

Distributions Other Than Death Benefits From Policies or Certificates That Are Not Modified Endowment Contracts. Distributions other than death benefits, including distributions upon surrender, withdrawals and distributions of Cash Surrender Value to the Owner in the case of certain Plans where there is no succeeding plan of insurance or the succeeding carrier is unable to accept the Cash Surrender Value, from a Policy or Certificate, as applicable, that is not classified as a modified endowment contract are generally treated first as a non-taxable recovery of the Owner’s investment in the Policy or Certificate, as applicable, and only after the recovery of all investment in the Policy or Certificate, as applicable, as gain taxable as ordinary income. However, distributions during the first 15 Policy or Certificate, as applicable, years accompanied by a reduction in Policy or Certificate, as applicable, benefits, including distributions which must be made in order to enable the Policy or Certificate, as applicable, to continue to qualify as a life insurance contract for federal income tax purposes, are subject to different tax rules and may be treated in whole or in part as taxable income.

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

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

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

Policy or Certificate Loans. In general, interest on a Policy or Certificate, as applicable, loan will not be deductible. If a Policy or Certificate, as applicable, loan is outstanding when a Policy or Certificate, as applicable, is exchanged, canceled or lapses, the amount of the outstanding indebtedness will be added to the amount distributed and will be taxed accordingly. In the case of an outstanding loan at the time of an exchange, the cancelled loan will generally be taxed to the extent of any Policy or Certificate, as applicable, gain.

Before taking out a Policy or Certificate, as applicable, loan, you should consult a tax adviser as to the tax consequences.

Withholding. To the extent that Policy or Certificate, as applicable, distributions are taxable, they are generally subject to withholding for the recipient’s federal income tax liability. However, recipients can generally elect not to have tax withheld from distributions.

Life Insurance Purchases by Residents of Puerto Rico. The Internal Revenue Service has announced that income received by non-resident aliens and bona fide residents of Puerto Rico under life insurance contracts issued by a Puerto Rico branch of a United States life insurance company is U.S.-source income that is generally subject to federal income tax. Note, however, that the foregoing rule may not apply to certain contracts issued by Puerto Rican branches of U.S. life insurance companies before January 1, 2005, provided that such payments are made pursuant to binding life insurance contracts issued by such branches on or before July 12, 2004.

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

Accelerated Benefits Rider. In general, rider benefits may be received tax free by the Owner if the Insured is terminally ill or chronically ill, subject to certain limitations and conditions. However, benefits under the Accelerated Benefits Rider received by a business owner with respect to an insured Employee will generally be taxable. You should consult a qualified tax adviser about the consequences of adding this rider to a Policy or Certificate, as applicable, or requesting payment under this rider.

Non-Individual Owners and Business Beneficiaries of Policies or Certificates. If a Policy or Certificate, as applicable, is owned or held by a corporation, trust or other non-natural person, this could jeopardize some (or all) of such entity’s interest deduction under Code Section 264, even where such entity’s indebtedness is in no way connected to the Policy or Certificate, as applicable. In addition, under Code Section 264(f)(5), if a business (other than a sole proprietorship) is directly or indirectly a Beneficiary of a Policy or Certificate, as applicable, this Policy or Certificate, as applicable, could be treated as held by the business for purposes of the Code Section 264(f) entity-holder rules. Death benefits payable to a business owner on the life of an Employee will generally be taxable if certain notice and consent and other requirements are not satisfied. In addition, benefits under the Accelerated Benefits Rider or Accelerated Death Benefit Settlement Option Rider, as applicable received by a business owner with respect to an insured Employee will generally be taxable.

Therefore, it would be advisable to consult with a qualified tax adviser before any non-natural person is made an Owner or holder of a Policy or Certificate, as applicable, or before a business (other than a sole proprietorship) is made a Beneficiary of a Policy or Certificate, as applicable.

Estate, Gift and Generation-Skipping Transfer Taxes. The transfer of the Policy or Certificate, as applicable, or designation of a Beneficiary may have federal, state, and/or local transfer and inheritance tax consequences, including the imposition of gift, estate, and generation-skipping transfer taxes. For example, when the Insured dies, the death proceeds will generally be includable in the Owner’s estate for purposes of federal estate tax if the Insured owned the Policy or Certificate, as applicable, retained incidents of ownership at death, or made a gift transfer of the Policy or Certificate, as applicable, within 3 years of death. If the Owner was not the Insured, the fair market value of the Policy or Certificate, as applicable, would be included in the Owner’s estate upon the Owner’s death.

or more generations younger than the Owner. Regulations issued under the Code may require us to deduct the tax from your Policy or Certificate, as applicable, or from any applicable payment, and pay it directly to the IRS.

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

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

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

Life Insurance Purchases by Nonresident Aliens and Foreign Corporations. The discussion above provides general information regarding U.S. federal income tax consequences to life insurance purchasers that are U.S. citizens or residents. Purchasers that are not U.S. citizens or residents will generally be subject to U.S. federal withholding tax on taxable distributions from life insurance policies at a 30% rate, unless a lower treaty rate applies. In addition, purchasers may be subject to state and/or municipal taxes and taxes that may be imposed by the purchaser’s country of citizenship or residence. Prospective purchasers are advised to consult with a qualified tax adviser regarding U.S., state, and foreign taxation with respect to a Policy or Certificate, as applicable, purchase.

Possible Tax Law Changes. Although the likelihood of legislative or regulatory changes is uncertain, there is always the possibility that the tax treatment of the Policy or Certificate, as applicable, could change by legislation, regulation or otherwise. Consult a tax adviser with respect to legislative developments and their effect on the Policy or Certificate, as applicable.

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

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

Our Income Taxes. Under current federal income tax law, we are not taxed on the Separate Account’s operations. Thus, currently we do not deduct a charge from the Separate Account for federal income taxes. We reserve the right to charge the Separate Account for any future federal income taxes or economic burdens we may incur.

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

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

ADDITIONAL BENEFITS AND RIDERS

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

NAME OF BENEFIT	PURPOSE	IS BENEFIT STANDARD OR OPTIONAL?	BRIEF DESCRIPTION OF RESTRICTIONS OR LIMITATIONS
Children’s Life Insurance Rider	This rider provides term insurance in an amount selected at issue upon proof of death for any insured child.	Optional	You may choose to add this benefit if your Employer makes the benefit available. Depending upon your Employer’s elected rider benefit, you may also need to be on active status. You should ask your Employer if this benefit is included and whether you need to be on active status in order to elect it. If coverage is applied for after certificate issue, coverage may be subject to underwriting.
Spouse’s Life Insurance Rider	This rider provides term insurance in an amount selected at issue upon proof of death of the Insured’s spouse.	Optional	You may choose to add this benefit if your Employer makes the benefit available. Depending upon your Employer’s elected rider benefit, you may also need to be on active status. You should ask your Employer if this benefit is included and whether you need to be on active status in order to elect it. If coverage is applied for after certificate issue, coverage may be subject to underwriting.

NAME OF BENEFIT	PURPOSE	IS BENEFIT STANDARD OR OPTIONAL?	BRIEF DESCRIPTION OF RESTRICTIONS OR LIMITATIONS
Accelerated Death Benefit Settlement Option Rider	Under this rider, you may receive an accelerated payment of a portion of your death benefit if the Insured is terminally.	Standard	The rider is standard if elected by the Employer at the group level. There is no individual election at the Employee level, and the Employee may not terminate the benefit. You should ask your Employer if this benefit is included. Payment under this rider may affect eligibility for benefits under state or federal law.
Will Preparation Service	MetLife makes a will preparation service available to you (subject to state variations).	Standard	The rider is standard unless your Employer decides not to make it available. The will preparation service is made available through a MetLife affiliate.
Estate Resolution Services	This benefit provides certain probate services in the event you or your Spouse dies (subject to state variations).	Standard	The rider is standard unless your Employer decides not to make it available. The probate services are made available through a MetLife affiliate.
Dollar Cost Averaging Automatic Investment Strategy	Allows you to automatically transfer a predetermined amount of money from the Division that invests in the money market fund or an ultra short-term fund to a number of available Divisions.	Standard	Dollar Cost Averaging occurs after the close of business on each Monthly Anniversary or after close of business on the next business day following each Monthly Anniversary should your Monthly Anniversary fall on a nonbusiness day (weekend or holiday).
Annual Automatic Portfolio Rebalancing	Allows you to automatically reallocate your Cash Value among the elected Divisions to return the allocation to the percentages you specify.	Standard	This rebalancing occurs annually after the close of business on your Policy anniversary or after the close of business on the next business day following your Policy anniversary should your Policy anniversary fall on a non-business day (holiday or weekend).

Additional Insurance Benefits

Children’s Life Insurance Rider. This rider provides for term insurance on the Insured’s children, as defined in the rider. To be eligible for insurance under the rider, the child to be insured must not be confined in a hospital at the time the application is signed. The death benefit will be payable to the named Beneficiary upon the death of any insured child. Upon receipt at our Administrative Office of proof of the Insured’s death before the rider terminates, the rider will be continued on a fully paid-up term insurance basis.

For example, if you have $5,000 of coverage under this rider, and your child dies while the child rider is in force, we will pay $5,000 in death benefit to the Beneficiary upon the death of the child.

Spouse’s Life Insurance Rider. This rider provides term insurance on the Insured’s spouse, as defined in the rider. To be eligible for insurance under the rider, the spouse must provide evidence of insurability at the time the application is signed. The death benefit will be payable to the named Beneficiary upon the death of the spouse. Under this rider, if we receive at our Administrative Office proof of the Insured’s death before the Policy Anniversary nearest the spouse’s 65th birthday, a limited 60-day continuation and exchange period begins, during which this rider may be exchanged for a new fixed-benefit policy on the life of the spouse. The spouse’s life insurance rider differs from an actual Policy issued on an employees’ spouse in that the rider provides only term insurance on the life of the spouse and does not provide for the accumulation of its own cash value.

For example, if you have $10,000 of coverage under this rider, and your legal spouse dies while the spouse rider is in force, we will pay $10,000 in death benefit to the Beneficiary upon the death of the spouse.

Accelerated Death Benefit Settlement Option Rider. This rider provides for the accelerated payment of a portion of death benefit proceeds in a single sum to you if the Insured is terminally ill and expected to die within less than 12 months (subject to state variations). Any irrevocable Beneficiary and assignees of record must provide written authorization in order for the Owner to receive the accelerated benefit.

The amount of the death benefit payable under the rider will equal up to 85% of the Face Amount under the Policy on the date we receive satisfactory evidence of terminal illness as described above, less any Indebtedness. We do not currently impose a charge for this rider. However, we reserve the right to deduct an administrative charge of $100 from the accelerated death benefit at the time it is paid.

The federal income tax consequences associated with adding or receiving benefits under the Accelerated Death Benefit Settlement Option are unclear. You should consult a qualified tax adviser about the consequences of adding this rider to a Policy or requesting an accelerated death benefit payment under this rider.

For example, If you are eligible for benefits under the Accelerated Death Benefit Settlement Option Rider and have a face amount of $100,000 with no cash value, you may elect to receive up to $85,000 of the death benefit proceeds (less any loans and loan interest) prior to Your death.

Will Preparation Service. This rider provides you with a will preparation service (“Service”) while this rider and the Policy are in force. This Service is made available to you, at no cost, through a MetLife affiliate (“Affiliate”). This Service provides for a will to be prepared by attorneys designated by the Affiliate for you and your Spouse. If you have a will prepared by an attorney not designated by the Affiliate, you must pay the attorney’s services directly. Upon proof of such payment, you will be reimbursed for the attorney’s services in an amount equal to the lesser of the amount you paid for the attorney’s services and the amount customarily reimbursed for such services by the Affiliate.

For example, if you decide that you would like to have a codicil to your will prepared, this Service enables you to work one-on-one with an attorney, in-person, on the phone, or online to prepare the codicil to your will free of charge. Subject to state variations.

Estate Resolution Services. If you or your Spouse die while this rider and the Policy are in force, a probate benefit (the “Benefit”) will be made available to the estate of the deceased. The Benefit is available through an Affiliate. The Benefit provides for certain probate services to be made available, free of charge, by attorneys designated by the Affiliate. If probate services are provided by an attorney not designated by the Affiliate, the estate of the deceased must pay for those attorney’s services directly. Upon proof of such payment, the estate of the deceased will be reimbursed for the attorney’s services in an amount equal to the lesser of the amount such estate paid for the attorney’s services and the amount customarily reimbursed for such services by the Affiliate.

For example, the executor of your estate may use the Benefit to receive unlimited consultations, either face-to-face with an attorney or by phone to assist in settling your estate.

Automatic Investment Strategies

Dollar Cost Averaging. This investment strategy allows you to automatically transfer a predetermined amount of money from MFS U.S. Government Money Market Division to a number of available Divisions of the Separate Account. Based on the elected investment allocations for this investment strategy, Dollar Cost Averaging occurs after the close of business on each Monthly Anniversary or after close of business on the next business day following each Monthly Anniversary should your Monthly Anniversary fall on a non-business day (weekend or holiday) as long as all other requirements are met. The portion of the Policy’s Cash Value in the MFS U.S. Government Money Market Division must be greater than or equal to $1,000. The minimum total monthly transfer amount must be greater than or equal to $100.

Dollar Cost Averaging does not assure a profit or protect against a loss in declining markets. It involves continuous investment in securities regardless of price fluctuations. An investor should consider his/her ability to continue purchases in periods of low price levels.

For example, if you elected the Dollar Cost Averaging and selected $12,000 of cash value to be transferred from the MFS U.S. Government Money Market Division to specified other Divisions that you choose, over a 12 month period we will transfer $1,000 each month for 12 months.

Annual Automatic Portfolio Rebalancing. This investment strategy allows you to automatically reallocate your Cash Value among the elected Divisions to return the allocation to the percentages you specify. This rebalancing occurs annually after the close of business on your Policy anniversary or after the close of business on the next business day following your Policy anniversary should your Policy anniversary fall on a non-business day (holiday or weekend).

Annual Automatic Portfolio Rebalancing does not assure a profit or protect against a loss in declining markets.

For example, if you allocated 25% to each of four Divisions, after the close of business on your Policy anniversary, or after the close of business on the next business day following your Policy anniversary should your Policy anniversary fall on a non-business day (holiday or weekend), we will transfer amounts among those four Divisions so that there is 25% of your Policy’s Cash Value in each Division.

The automated transfers under these investment strategies will not count towards frequent transfer constraints or transfer limitations. However, we reserve the right to include them if we decide to restrict transfers under the terms of the Policy.

DISTRIBUTION OF THE POLICIES

Distributing the Policies

MetLife Investors Distribution Company (“MLIDC”) is the principal underwriter and distributor of the Policies. MLIDC, which is our affiliate, also acts as the principal underwriter and distributor of other variable life insurance policies and variable annuity contracts that we, or our affiliated companies issue. We reimburse MLIDC for expenses MLIDC incurs in distributing the Policies (e.g. commissions payable to retail broker-dealers who sell the Policies).

MLIDC’s principal offices are located at 200 Park Avenue, New York, NY 10166. MLIDC is registered under the Securities Exchange Act of 1934 as a broker-dealer and is a member of the Financial Industry Regulatory Authority (“FINRA”). FINRA provides background information about broker-dealers and their registered representatives through FINRA BrokerCheck. You may contact the FINRA BrokerCheck Hotline at (800) 289-9999, or online at www.finra.org. An investor brochure that includes information describing FINRA BrokerCheck is available through the Hotline or online.

MLIDC and the Company may enter into selling agreements with broker-dealers (“selling firms”) who will sell the Policies through their registered representatives. We pay commissions to these selling firms for the sale of the Policies, and these selling firms compensate their registered representative agents. Commissions are payable on net collected premiums received by the Company. A portion of the payments made to selling firms may be passed on to their registered representatives in accordance with their internal compensation programs. Those programs may also include other types of cash and non-cash compensation and other benefits. Ask your registered representative for further information about what your registered representative and the selling firm for which he or she works may receive in connection with your purchase of a Policy.

We may compensate MetLife employees for referrals. We may also make various payments to selling firms and other third parties. (See “Compensation Paid to Selling Firms and Other Intermediaries.”)

Commissions Paid to Selling Firms

The maximum commissions payable to a selling firm are one of the following options:

Option	First Year	Renewal Years
1	A+B	a+b
2	A+B	a+c
3	A+X+Y+Z	a

A =

18% of premiums that do not exceed the cost of insurance assessed during the first Policy Year.

B =

1% of premiums in excess of the cost of insurance assessed during the first Policy Year.

a =

18% of premiums that do not exceed the cost of insurance assessed during the respective Policy Year.

b =

1% of premiums in excess of the cost of insurance assessed during that Policy Year.

c =

Up to 0.25% per year of the average Cash Value of a Policy during a Policy Year.

X =

20% of the first Policy Year premiums received up to an amount that equals: the planned annual premium reduced by the cost of insurance charge, the monthly administrative charge, premium loads assessed, and any premiums paid less frequently than monthly.

Y =

2% of any unscheduled premiums received.

Z =

1% of premiums equal to the monthly administrative charge and the premium loads on those charges and the cost of insurance.

Compensation Paid to Selling Firms and Other Intermediaries

MetLife enters into arrangements concerning the sale, servicing and/or renewal of MetLife group insurance and certain other group-related insurance and non-insurance products (“Products”) with brokers, agents, consultants, third party administrators, general agents, associations, and other parties that may participate in the sale, servicing and/or renewal of such products (each, an “Intermediary”). MetLife may pay your Intermediary compensation, which may include, among other things, base compensation, supplemental compensation and/or a service fee. MetLife may pay compensation for the sale, servicing and/or renewal of Products, or remit compensation to an Intermediary on your behalf. Your Intermediary may also be owned by, controlled by or affiliated with another person or party, which may also be an Intermediary and who may also perform marketing and/or administration services in connection with your Products and be paid compensation by MetLife.

Base compensation, which may vary from case to case and may change if you renew your Products with MetLife, may be payable to your Intermediary as a percentage of premium or a fixed dollar amount. MetLife may also pay your Intermediary compensation that is based upon your Intermediary placing and/or retaining a certain volume of business (number of Products sold or dollar value of premium) with MetLife. In addition, supplemental compensation may be payable to your Intermediary for eligible Products. Under MetLife’s current supplemental compensation plan (“SCP”), the amount payable as supplemental compensation may range from 0% to 8% of premium. The supplemental compensation percentage may be based on one or more of: (1) the number of Products sold through your Intermediary during a one-year period, or other defined period; (2) the amount of eligible new or renewal premium with respect to Products sold through your Intermediary during a one-year period; (3) the persistency percentage of Products in force through your Intermediary during a one-year period; (4) the block growth of the Products in force through your Intermediary during a one-year period; (5) eligible new or renewal premium growth during a one-year period; or (6) a flat amount, fixed percentage or sliding scale of the premium for Products as set by MetLife. The supplemental compensation percentage will be set by MetLife based on the achievement of the outlined qualification criteria and it may not be changed until the following SCP plan year. As such, the supplemental compensation percentage may vary from year to year, but will not exceed 8% under the current supplemental compensation plan.

The cost of supplemental compensation is not directly charged to the price of our Products, except as an allocation of overhead expense, which is applied to all eligible group insurance Products, whether or not supplemental compensation is paid in relation to a particular sale or renewal. As a result, your rates will not differ by whether or not your Intermediary receives supplemental compensation. If your Intermediary collects the premium from you in relation to your Products, your Intermediary may earn a return on such amounts. Additionally, MetLife may have a variety of other relationships with your Intermediary or its affiliates, or with other parties, that involve the payment of compensation and benefits that may or may not be related to your relationship with MetLife (e.g., insurance and

employee benefits exchanges, enrollment firms and platforms, sales contests, consulting agreements, participation in an insurer panel, or reinsurance arrangements).

More information about the eligibility criteria, limitations, payment calculations and other terms and conditions under MetLife’s base compensation and supplemental compensation plans can be found on MetLife’s Web site at www.metlife.com/business-and-brokers/broker-resources/broker-compensation. Questions regarding Intermediary compensation can be directed to ask4met@metlifeservice.com, or if you would like to speak to someone about Intermediary compensation, please call (800) ASK 4MET. In addition to the compensation paid to an Intermediary, MetLife may also pay compensation to your representative. Compensation paid to your representative is for participating in the sale, servicing, and/or renewal of products, and the compensation paid may vary based on a number of factors including the type of product(s) and volume of business sold. If you are the person or entity to be charged under an insurance policy or annuity contract, you may request additional information about the compensation your representative expects to receive as a result of the sale or concerning compensation for any alternative quotes presented, by contacting your representative or calling (866) 796-1800.

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

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

GENERAL PROVISIONS OF THE GROUP CONTRACT

Issuance

The Group Contract will be issued upon receipt of a signed application for Group Insurance signed by a duly authorized officer of the Employer, and acceptance by a duly authorized officer of the Company at its Administrative Office.

Premium Payments

The Contractholder will remit planned premium payments for Insureds of the Contractholder or an associated company in an amount authorized by the Employee to be deducted from his or her wages. All planned premiums under a Group Contract must be specified in advance. The planned premium payment interval is agreed to by the Contractholder and us. Before each planned payment interval, we will furnish the Contractholder with a statement of the planned premium payments to be made under the Group Contract or such other notification as has been agreed to by the Contractholder and us.

Grace Period

Termination

Except as described in “Grace Period” above, the Group Contract will be terminated immediately upon default. In addition, we may end a Group Contract or any of its provisions on 31 days’ notice. If the Group Contract terminates, any Certificate in effect will be amended automatically to continue in force as an Individual Policy following the Group Contract’s termination, provided such insurance is not surrendered or cancelled by the Owner and provided the Owner pays the premium directly to the Company. (See “Policy Benefits — Eligibility Change Conversion.”)

Right to Examine Group Contract

The Contractholder may terminate the Group Contract within 20 days after receiving it, within 45 days after the application was signed or within 10 days of mailing a notice of the cancellation right, whichever is latest. To cancel the Group Contract, the Contractholder should mail or deliver the Group Contract to us at our Administrative Office.

Entire Contract

The Group Contract, with the attached copy of the Contractholder’s application and other attached papers, if any, is the entire contract between the Contractholder and us. All statements made by the Contractholder, any Owner or any Insured will be deemed representations and not warranties. Misstatements will not be used in any contest or to reduce a claim under the Group Contract, unless such misstatements are in writing. A copy of the application containing such misstatement must have been given to the Contractholder or to the Insured or to his Beneficiary, if any.

Incontestability

We cannot contest the Group Contract after it has been in force for two years from the date of issue.

Ownership of Group Contract

The Contractholder owns the Group Contract. The Group Contract may be changed or ended by agreement between us and the Contractholder without the consent of, or notice to, any person claiming rights or benefits under the Group Contract. However, the Contractholder does not have any ownership interest in the Polices issued under the Group Contract. The rights and benefits under the Policies inure to the benefit of the Owners, Insureds, and Beneficiaries as set forth herein and in the Policies.

GENERAL MATTERS RELATING TO THE POLICY

Postponement of Payments

We usually pay the amounts of any surrender, partial withdrawal, death benefit proceeds, loan or settlement options within seven days after we receive all applicable written notices, permitted telephone, fax, email or Internet request, and/or due proof of death of the Insured. We may postpone such payments, however, whenever:

•

the New York Stock Exchange is closed other than customary weekend and holiday closings, or trading on the New York Stock Exchange is restricted as determined by the SEC;

•

the SEC by order permits postponement for the protection of Owners; or

•

an emergency exists, as determined by the SEC, as a result of which disposal of securities is not reasonably practicable or it is not reasonably practicable to determine the value of the Separate Account’s net assets.

The Company may defer payments on any amount from the General Account for not more than six months.

Payments under the Policy of any amounts derived from premiums paid by check may be delayed until such time as the check has cleared your bank. We may use telephone, fax, email, Internet or other means of communications to verify that payment from your check has been or will be collected. We will not delay payment longer than necessary for us to verify that payment has been or will be collected. You may avoid the possibility of delay in disbursement of proceeds coming from a check that has not yet cleared by providing us with a certified check. If mandated by applicable law, the Company may be required to block your account and thereby refuse to pay any request for transfer, surrender, partial withdrawal, loan or death proceeds, until instructions are received from appropriate regulators. We also may be required to provide information about you and your account to government regulators.

Transfers, surrenders and partial withdrawals payable from the General Account and the payment of Policy loans allocated to the General Account may, subject to certain limitations, be delayed for up to six months. However, if payment is deferred for 30 days or more, the Company will pay interest at the rate of not less than 2 1∕2% per year for the period of the deferment.

STATE VARIATIONS

This Prospectus provides you with important information about the Policy. However, we will also issue you a Policy (Certificate or Individual Policy), which is a separate document from the Prospectus. There may be differences between the description of the Policy contained in this Prospectus and the Policy issued to you due to differences in state law. Please consult your Policy for the provisions that apply in your state. Your actual policy and endorsements or riders are the controlling documents. You should contact our Administrative Office to review a copy of your Policy and any applicable endorsements and riders.

LEGAL PROCEEDINGS

In the ordinary course of business, MetLife, similar to other life insurance companies, is involved in lawsuits (including class action lawsuits), arbitrations and other legal proceedings. Also, from time to time, state and federal regulators or other officials conduct formal and informal examinations or undertake other actions dealing with various aspects of the financial services and insurance industries. In some legal proceedings involving insurers, substantial damages have been sought and/or material settlement payments have been made.

It is not possible to predict with certainty the ultimate outcome of any pending legal proceeding or regulatory action. However, MetLife does not believe any such action or proceeding will have a material adverse effect upon the Separate Account or upon the ability of MetLife Investors Distribution Company to perform its contract with the Separate Account or of MetLife to meet its obligations under the Policies.

FINANCIAL STATEMENTS

The financial statements of the Company, Metropolitan Tower Life Insurance Company and Paragon Separate Account B, are incorporated by reference from the submission form type N-VPFS, File No. 811-07534, relating to class ID# C000018815, filed by the Separate Account with the SEC on April 15 , 2024 .

The financial statements of the Company and of Metropolitan Tower Life Insurance Company should be distinguished from the financial statements of the Separate Account, and should be considered only as bearing on the ability of the Company to meet its obligations under the Policies and of Metropolitan Tower Life Insurance Company, as guarantor, to meet its obligations under the guarantee agreement. For a free copy of these financial statements and/or the SAI, please call or write to us at our Administrative Office.

GLOSSARY

Administrative Office – The service office of the Company. The mailing address is: MetLife GVUL; Suite 600; 11330 Olive Boulevard; St. Louis, MO 63141. Unless another location is specified, all applications, notices and requests should be directed to the Administrative Office at the address above or, if permitted, by facsimile (also referred to as “fax”), email or through the Internet. You may also contact us for information at (800) 756-0124.

Attained Age – The Issue Age of the Insured plus the number of completed Policy Years.

Associated Companies – The companies listed in a Group Contract’s specifications pages that are under common control through stock ownership, contract or otherwise, with the Contractholder.

Beneficiary – The person(s) named in a Policy or by later designation to receive Policy proceeds in the event of the Insured’s death. A Beneficiary may be changed as set forth in the Policy and this Prospectus. Unless otherwise stated in the Policy, the Beneficiary has no rights in a Policy before the death of the Insured. If there is more than one Beneficiary at the death of the Insured, each will receive equal payments unless otherwise provided by the Owner.

Cash Value – The total amount that a Policy provides for investment at any time. It is equal to the total of the amounts credited to the Owner in the Separate Account, the General Account (if applicable), and in the Loan Account.

Cash Surrender Value – The Cash Value of a Policy on the date of surrender, less any Indebtedness, any accrued and unpaid monthly deduction and any applicable transaction charge.

Certificate – A document issued to Owners of Policies issued under Group Contracts, setting forth or summarizing the Owner’s rights and benefits.

Contractholder – The Employer, association, sponsoring organization or trust that is issued a Group Contract.

Division – A subaccount of the Separate Account. Each Division invests exclusively in an available underlying Portfolio.

Effective Date – The actual date coverage shall take effect which will be on or after the Issue Date.

Employee – A person who is employed and paid for services by an Employer on a regular basis. To qualify as an Employee, a person ordinarily must work for an Employer at least 30 hours per week. MetLife may waive or modify this requirement at its discretion. An Employee may also include an independent contractor acting in many respects as an Employee with a sponsoring Employer. An Employee may include a partner in a partnership if the Employer is a partnership.

Face Amount – The minimum death benefit under the Policy so long as the Policy remains in force.

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

General Account – The Policy option where your money earns annual interest at a rate that will not be lower than the guaranteed minimum annual effective rate in effect on the issue date of your Group Policy, which in no event will be lower than 4%. We may credit higher rates of interest, but are not obligated to do so. This may not be available on all Certificates as an option. The General Account is part of the Company’s general account.

Group Contract – A group flexible premium variable life insurance contract issued to the Contractholder by the Company.

Indebtedness – The sum of all unpaid Policy Loans and accrued interest charged on loans.

Individual Insurance – Insurance provided under a Group Contract or under an Individual Policy issued in connection with an Employer-sponsored insurance program on an Employee or an Employee’s spouse.

Insured – The person whose life is insured under a Policy. The term may include both an Employee and an Employee’s spouse.

Investment Start Date – The date the initial premium is applied to the General Account or to the Divisions of the Separate Account. This date is the later of the Issue Date or the date the initial premium is received at the Company’s Administrative Office.

Issue Age – The Insured’s Age as of the date the Policy is issued.

Issue Date – The Issue Date is the date from which Policy Anniversaries, Policy Years, and Policy Months are measured.

Loan Account – The account of the Company to which amounts securing Policy Loans are allocated. It is a part of the Company’s general account assets.

Loan Value – The maximum amount that may be borrowed under a Policy after the first Policy Anniversary.

Maturity Date – The Policy Anniversary on which the Insured reaches Attained Age 95.

Monthly Anniversary – The same date in each succeeding month as the Issue Date except that whenever the Monthly Anniversary falls on a date other than a Valuation Date, the Monthly Anniversary will be deemed the next Valuation Date. If any Monthly Anniversary would be the 29th, 30th, or 31st day of a month that does not have that number of days, then the Monthly Anniversary will be the last day of that month.

Net Premium – The premium less any premium expense charge, any charge to compensate us for anticipated higher corporate income taxes resulting from the sale of a Policy and any charge for premium taxes.

Owner (or you) – The Owner of a Policy, as designated in the application or as subsequently changed.

Policy – Either the Certificate or the Individual Policy offered by the Company and described in this Prospectus. Under Group Contracts, the Policy may be issued on the Employee or on the Employee’s spouse.

Policy Anniversary – The same date each year as the Issue Date.

Policy Month – A month beginning on the Monthly Anniversary.

Policy Year – A period beginning on a Policy Anniversary and ending on the day immediately preceding the next Policy Anniversary.

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

SEC (or the Commission) – The Securities and Exchange Commission.

Separate Account – Paragon Separate Account B, a separate investment account established by the Company to receive and invest the net premiums paid under the Policy.

Spouse – An Employee’s legal spouse. The term does not include a spouse who is legally separated from the Employee.

Valuation Date – Each day that the New York Stock Exchange is open for regular trading.

Valuation Period – The period between two successive Valuation Dates, commencing at the close of regular trading on the New York Stock Exchange (usually 4:00 p.m. Eastern Time) on a Valuation Date and ending at the close of regular trading on the New York Stock Exchange on the next succeeding Valuation Date.

APPENDIX A: PORTFOLIOS AVAILABLE UNDER THE POLICY

The following is a list of the Portfolios currently available under the Policy. More information about the Portfolios is available in the prospectuses for the Portfolios, which may be amended from time to time and can be found online at https://dfinview.com/metlife/tahd/MET000230. You can also request this information at no cost by calling
(800) 756-0124 or by sending an email request to GVUL-eservice@metlifecommercial.com.

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

FUND TYPE	PORTFOLIO AND ADVISER/SUBADVISER	CURRENT EXPENSES	AVERAGE ANNUAL TOTAL RETURNS (as of 12/31/2023)
FUND TYPE	PORTFOLIO AND ADVISER/SUBADVISER	CURRENT EXPENSES	1 YEAR	5 YEAR	10 YEAR
US Equity	MFS® Core Equity Portfolio* - Initial Class Massachusetts Financial Services Company	0.81%	23.14%	15.08%	11.61%
Global Equity	MFS® Global Equity Series* - Initial Class Massachusetts Financial Services Company	0.92%	14.18%	10.25%	7.20%
US Equity	MFS® Growth Series* - Initial Class Massachusetts Financial Services Company	0.73%	35.86%	15.89%	12.97%
US Fixed Income	MFS® High Yield Portfolio* - Initial Class Massachusetts Financial Services Company	0.72%	12.41%	4.66%	3.82%
US Fixed Income	MFS® Income Portfolio* - Initial Class Massachusetts Financial Services Company	0.67%	7.59%	2.62%	2.66%
US Equity	MFS® Investors Trust Series* - Initial Class Massachusetts Financial Services Company	0.78%	18.98%	13.55%	10.27%
US Equity	MFS® Massachusetts Investors Growth Stock Portfolio* - Initial Class Massachusetts Financial Services Company	0.73%	24.01%	16.68%	12.71%
US Equity	MFS® Mid Cap Growth Series* - Initial Class Massachusetts Financial Services Company	0.80%	21.32%	13.31%	11.12%
US Equity	MFS® New Discovery Series* - Initial Class Massachusetts Financial Services Company	0.87%	14.41%	11.08%	7.67%
US Equity	MFS® Research Series* - Initial Class Massachusetts Financial Services Company	0.79%	22.42%	14.41%	10.82%
US Fixed Income	MFS® Total Return Bond Series* - Initial Class Massachusetts Financial Services Company	0.53%	7.38%	1.85%	2.22%
Allocation	MFS® Total Return Series* - Initial Class Massachusetts Financial Services Company	0.61%	10.44%	8.54%	6.53%
US Fixed Income	MFS® U.S. Government Money Market Portfolio* - Initial Class Massachusetts Financial Services Company	0.44%	4.58%	1.51%	0.91%
Sector/Equity	MFS® Utilities Series* - Initial Class Massachusetts Financial Services Company	0.79%	-2.11%	8.31%	6.39%
US Equity	MFS® Value Series* - Initial Class Massachusetts Financial Services Company	0.69%	7.93%	11.34%	8.52%

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

A-1

To learn more about the Policy, you should read the SAI dated the same date as this Prospectus and is incorporated by reference into this Prospectus. It includes additional information about the Policies and the Separate Account. For a free copy of the SAI, please visit dfinview.comsw/metlife/tahd/MET000230 or call (800) 756-0124 or write to us at our Administrative Office. To receive free personalized illustrations of death benefits and Cash Values, and to request other information about the Policy or to make inquiries please call (800) 756-0124 or write to us at our Administrative Office. The mailing address for our Administrative Office is: MetLife GVUL; Suite 600; 11330 Olive Boulevard; St Louis, MO 63141.

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

EDGAR ID: C000018815

April 29, 2024

Group and Individual Flexible Premium Variable Life Insurance Policies (Multi Manager III)

Issued by Paragon Separate Account B of
Metropolitan Life Insurance Company

Direct all correspondence and inquiries to the Administrative Office:
MetLife GVUL Administrative Office, Suite 600, 11330 Olive Boulevard, St. Louis, Mo 63141
Phone number: 1-800-756-0124

PROSPECTUS

This Prospectus describes flexible premium variable life insurance policies (the “Group Contracts”) offered by Metropolitan Life Insurance Company (the “Company,” “Metropolitan Life,” “MetLife,” “we,” “our,” or “us”) which are designed for use in employer-sponsored insurance programs. When a Group Contract is issued, Certificates showing the rights of the Owners and/or Insureds will be issued under the Group Contract. Individual Policies will be issued when a Group Contract is not issued. In addition, we will amend a Certificate issued under a Group Contract so that it will continue in force as an Individual Policy in certain circumstances. The terms of the Certificate and the Individual Policy differ only with respect to provisions relating to the Group Contract that do not apply to the Individual Policy. Definitions of Group Contract, eligible participants, actively at work requirement, and the provisions regarding termination of the Group Contract do not appear in the Individual Policy. The Certificate and the Individual Policy are collectively referred to in this Prospectus as “Policy” or “Policies.”

You may allocate net premiums to the General Account and/or to the Divisions (Divisions may be referred to as “Investment Divisions” in your Policy and marketing materials) of Paragon Separate Account B (the “Separate Account”). Each Division invests solely in a Portfolio of a Fund listed in Appendix A.

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

The Securities and Exchange Commission (“SEC”) has not approved or disapproved the Policy or determined that this Prospectus is adequate or complete. Any representation to the contrary is a criminal offense.

TABLE OF CONTENTS

IMPORTANT INFORMATION YOU SHOULD CONSIDER ABOUT THE POLICY	4
OVERVIEW OF THE POLICY	6
FEE TABLES	8
PRINCIPAL RISKS	10
ISSUING THE POLICY	13
General Information	13
Selection of Charge Structure (Group A, Group B and Group C)	14
Procedural Information	15
Right To Examine Policy (Free Look Right)	16
Ownership Rights	17
Modifying The Policy	17
PREMIUMS	17
Minimum Initial Premium	17
Premium Flexibility	18
Continuance of Insurance Under Certain Group Contracts	18
Premium Limitations	19
Modified Endowment Contracts	19
Allocation of Net Premiums and Cash Value	19
THE COMPANY AND THE GENERAL ACCOUNT	20
The Company	20
Guarantee of Insurance Obligations	20
The General Account	21
THE SEPARATE ACCOUNT AND THE PORTFOLIOS	22
The Separate Account	22
The Portfolios	23
POLICY VALUES	26
Cash Value	26
Cash Surrender Value	26
Cash Value in the General Account	26
Cash Value in Each Separate Account Division	26
POLICY BENEFITS	27
Standard Death Benefit	27
Payment of the Death Benefit	28
Standard Death Benefit Options	29
Changing Death Benefit Options	29
Changing Face Amount	30
Changing Owner or Beneficiary	30
Surrender and Partial Withdrawals	31
Transfers	32
Restrictions on Frequent Transfers	32
Restrictions on Large Transfers	34
Loans	34
Conversion Right to a Fixed Benefit Policy	36
Conversion Right Upon Termination of the Group Contract or Change in Insured’s Eligibility	36
Payment of Benefits at Maturity	37

Telephone, Facsimile, Email and Internet Requests	37
POLICY LAPSE AND REINSTATEMENT	38
Lapse	38
Reinstatement	38
CHARGES AND DEDUCTIONS	39
Transaction Charges	40
Periodic Charges	40
Federal Taxes	43
Variations in Charges	43
Portfolio Charges and Expenses	44
FEDERAL TAX MATTERS	44
ADDITIONAL BENEFITS AND RIDERS	49
DISTRIBUTION OF THE POLICIES	53
Distributing the Policies	53
Commissions Paid to Selling Firms	54
Compensation Paid to Selling Firms and Other Intermediaries	54
GENERAL PROVISIONS OF THE GROUP CONTRACT	56
Issuance	56
Premium Payments	56
Grace Period	56
Termination	56
Right to Examine Group Contract	57
Entire Contract	57
Incontestability	57
Ownership of Group Contract	57
GENERAL MATTERS RELATING TO THE POLICY	57
Postponement of Payments	57
STATE VARIATIONS	58
LEGAL PROCEEDINGS	58
FINANCIAL STATEMENTS	58
GLOSSARY	59
APPENDIX A: PORTFOLIOS AVAILABLE UNDER THE POLICY	A-1

IMPORTANT INFORMATION YOU SHOULD CONSIDER ABOUT THE POLICY

FEES AND EXPENSES

LOCATION IN

PROSPECTUS

Charges for Early

Withdrawals

None

—

Transaction Charges

You may be subject to transaction charges that may apply if you

surrender your Policy or make a partial withdrawal. You also may be

charged for other transactions, such as when you make a premium

payment, transfer Cash Value between investment options, or

exercise your Accelerated Death Benefit Settlement Option Rider.

Charges and

Deductions –

Transaction Charges

Ongoing Fees and Expenses (annual charges)	In addition to charges described above, an investment in the Policy is subject to certain ongoing fees and expenses, including a mortality and expense risk charge, and a monthly deduction covering the cost of insurance under the Policy, monthly administrative charge and optional benefits added by rider, and such fees and expenses are set based on characteristics of the Insured (e.g., the age and rate class of the covered person) as well as the Group characteristics. Please refer to the specifications page of your Policy for applicable rates. You will also bear expenses associated with the Portfolios available under your Policy, as shown in the following table:			Charges and Deductions – Monthly Deduction Charges and Deductions – Mortality and Expense Risk Charge Charges and Deductions – Portfolio Charges and Expenses
	ANNUAL FEE	MIN	MAX
	Investment options Portfolio fees and charges)	0.10%	1.05%

	RISKS	LOCATION IN PROSPECTUS
Risk of Loss	You can lose money by investing in this Policy, including loss of principal.	Principal Risks
Not a Short-Term Investment	The Policies are designed to provide insurance protection. They should not be used as a short-term investment or if you need ready access to cash, because you will be charged when you make premium payments and you will also pay a transaction fee on partial withdrawals. In addition, withdrawals may be subject to ordinary income tax and tax penalties.	Principal Risks
Risks Associated with Investment Options	An investment in this Policy is subject to the risk of poor investment performance and can vary depending on the performance of the Portfolios available under the Policy. Each investment option (including any General Account investment option) has its own unique risks. You should review the investment options before making an investment decision.	Principal Risks
Insurance Company Risks	Investments in the Policy are subject to the risks related to Metropolitan Life including any obligations (including under any General Account investment option), guarantees, and benefits of the Policy, including any death benefit, which are subject to the claims paying ability of Metropolitan Life. If Metropolitan Life experiences financial distress, it may not be able to meet its obligations to you. More information about Metropolitan Life, including its financial strength ratings, is available upon request by calling 1-800-756-0124 or visiting: https://www.metlife.com/about-us/corporate-profile/ ratings.	Principal Risks

RISKS

LOCATION IN

PROSPECTUS

Contract Lapse

Your Policy may lapse if you have paid an insufficient amount of

premiums or if the investment experience of the Portfolios is poor

and the Cash Surrender Value under your Policy is insufficient to

cover the monthly deduction. Lapse of a Policy on which there is an

outstanding loan may have adverse tax consequences. If the Policy

lapses, no death benefit will be paid. A Policy may be reinstated if

the conditions for reinstatement are met including the payment of

required premiums.

Principal Risks

	RESTRICTIONS	LOCATION IN PROSPECTUS
Investments	At the present time, no charge is assessed against the Cash Value of a Policy when amounts are transferred among the Divisions of the Separate Account and between the Divisions and the General Account, but we reserve the right to impose a charge of $25 to cover administrative costs incurred in processing any transfer in excess of 12 in a Policy year. Policy owners may transfer Cash Value between and among the Divisions and the General Account. We have limits on the amount that may be allocated and transferred to the General Account (“maximum allocation percentage”). The initial General Account maximum allocation percentage is shown on the Policy’s specifications page, and we may change this percentage from time to time. The total amount of transfers and withdrawals from the General Account in a Policy Year may not exceed the greater of (i) the Policy’s Cash Surrender Value in the General Account at the beginning of the Policy Year, multiplied by the withdrawal percentage limit shown on the Policy’s specifications page, or (ii) the previous Policy Year’s General Account maximum withdrawal amount. We are currently not enforcing this restriction for partial withdrawals. Restrictions may apply to frequent transfers. Metropolitan Life reserves the right to remove or substitute portfolio companies as investment options that are available under the Policy.	Features of the Policy – Transfers
Optional Benefits	Rider availability is subject to your employer making the rider available. Depending upon your employer’s requirements, certain Policy riders may only be able to be added to in force Policies during the employer’s annual enrollment. With respect to the dependent life benefit riders (child coverage or spouse coverage), depending upon your employer's elected rider benefit, you may also need to be on active status. You should check with your employer regarding the availability of riders and whether you need to be on active status to elect the dependent life benefit (child coverage or spouse coverage).	Features of the Policy – Additional Benefits and Riders
	TAXES	LOCATION IN PROSPECTUS
Tax Implications	Consult with a tax professional to determine the tax implications of an investment in and payments received under this Policy. Withdrawals may be subject to ordinary income tax, and may be subject to tax penalties. Lapse of a Policy on which there is an outstanding loan may have adverse tax consequences.	Federal Tax Matters

	CONFLICTS OF INTEREST	LOCATION IN PROSPECTUS
Investment Professional Compensation	Your investment professional may receive compensation relating to your ownership of a Policy, both in the form of commissions and continuing payments. These investment professionals may have a financial incentive to offer or recommend the Policy over another investment.	Distribution of the Policies
Exchanges	Some investment professionals may have a financial incentive to offer you a new Policy in place of your current Policy. You should only exchange your Policy if you determine, after comparing the features, fees, and risks of both policies, that it is better for you to purchase the new policy rather than continue to own your existing Policy.	Distribution of the Policies

OVERVIEW OF THE POLICY

Purpose of the Policy

The Policy is designed for use in employer-sponsored life insurance programs to provide Employees who elect coverage tax deferred accumulation of assets through an investment portfolio and a death and/or other benefits. The Policy may be appropriate for an investor who has a longer time horizon, is not purchasing the Policy for short-term liquidity needs and desires life insurance coverage.

Premium Payments

Where provided by an employer, the minimum initial premium and the planned premium will be remitted to us by the employer on your behalf pursuant to a premium payment schedule (the “Payroll Deduction Plan”). You must authorize the amount of the premiums remitted by the employer. If the employer does not provide a Payroll Deduction Plan, you must pay the minimum premium and the planned premium directly to us. In addition to planned premiums, you may send unscheduled premium payments directly to us at any time and in any amount, subject to the minimum and maximum premium limitations. No insurance will take effect until the minimum initial premium set forth in the specifications pages of the Policy is paid, and the health and other conditions, including eligibility of the Insured described in the application for insurance, must not have changed. The Contractholder or employer will pay the initial premium on your behalf. The initial premium for a Policy must at least equal one-twelfth (1/12th) of the planned annual premium for the Policy set forth in the specifications pages. Every premium payment (other than a planned premium) paid must be at least $20. We will not accept any premium payment that would cause your total premiums to exceed current maximum premium limitations that qualify the Policy as life insurance according to federal tax laws. The planned premium is an amount that you arrange to pay for the Policy that is based on the requested initial Face Amount, the Issue Age of the Insured and the charges under the Policy. You are not required to pay premiums equal to the planned premium. Premium payments made directly to us should be sent to our Administrative Office. The payment of a given premium will not necessarily guarantee that your Policy will remain in force. Rather, this depends on the Policy’s Cash Surrender Value. Insufficient premiums may result in lapse of the Policy. Premiums may be allocated among the investment options including the General Account. If you terminate your participation in optional benefits which have allocations to specific Divisions, you will remain invested in the same Divisions until you request allocations to different Divisions. Additional information about each Portfolio including its Portfolio type, advisers and any sub-advisers as well as current expenses and certain performance information is included in Appendix A.

Features of the Policy

Standard Death Benefit. We pay death benefit proceeds to the Beneficiary once we have received satisfactory proof of the Insured’s death, or to you, before the Insured’s death and under circumstances described in available riders. The death benefit proceeds equal the death benefit PLUS any additional benefit provided by rider and MINUS any outstanding Indebtedness and any unpaid monthly deductions and any benefits paid under the Accelerated Death Benefits Settlement Option Rider as of the end of the Valuation Period that includes the date of the Insured's death.

•

Death Benefit Option A is a “Level Type” death benefit equal to the Face Amount of the Policy or, if greater, a percentage of Cash Value based on federal tax law requirements.

•

Surrenders. At any time that a Policy is in effect, you may elect to surrender the Policy and receive its Cash Surrender Value. A surrender may have tax consequences.

Additional Benefits and Riders. We offer several optional insurance benefits and riders that provide supplemental benefits under the Policy. These are the Waiver of Monthly Deductions Rider, Children’s Life Insurance Rider, Spouse’s Life Insurance Rider, Accelerated Death Benefit Settlement Option Rider, Will Preparation Service Rider and Estate Resolution Services Rider. We generally deduct any monthly charges for these options and riders from the Cash Value as part of the monthly deduction. These riders may not be available in all states and some Group Contracts or employer-sponsored insurance programs may not offer certain riders. Please contact us at our Administrative Office for further details.

FEE TABLES

The following tables describe the fees and expenses that you will pay when buying, owning, and surrendering or making withdrawals from the Policy. We may charge fees and use rates that are lower than the maximum guaranteed charges reflected in the tables. The Contractholder (employer) chooses which charges, Group A, Group B or Group C, will apply to the Policies issued to the Employees of the employer. Please refer to your Policy specification page for information about the specific fees you will pay each year based on the options you have elected.

The first table describes the fees and expenses that you will pay at the time that you buy the Policy, surrender or make withdrawals from the Policy, or transfer cash between investment options.

Transaction Fees

Charge	When Charge is Deducted	Maximum Amount Deducted
Maximum Premium Expense Charge (load)
•For Policies issued under Group Contracts	Upon Receipt of Premium Payment	1.00% of each premium payment
•For Policies treated as individual contracts under Omnibus Budget Reconciliation Act of 1990		2.00% of each premium payment
Premium Tax Charge	Upon Receipt of Premium Payment	Group A	Group B	Group C
		2.25%	2.25%	No explicit charge (1)
Partial Withdrawal Charge	Upon each partial withdrawal from the Certificate	$25(2)
Transfer Charge	Upon transfer in excess of 12 in a Certificate Year	$25 per transfer(3)
Accelerated Death Benefit Settlement Option Rider Administrative Charge	At the time an accelerated death benefit is paid	$100(3)

(1)

For Policies issued under a Group C charge structure, the premium tax charge is not assessed as an explicit charge; instead, it is included in the insurance rates resulting in a higher cost of insurance charge for these Policies.

(2)

The partial withdrawal charge is equal to the lesser of $25 or 2% of the amount of the withdrawal.

(3)

We do not currently impose this charge.

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

Periodic Charges Other Than Annual Portfolio Expenses

Charge	When Charge is Deducted	Maximum Amount Deducted
Base Contract Charge:
Cost of Insurance Charge(3)		Group Contracts issued before 1/1/09(1)		Group Contracts issued on and after 1/1/09(2)
•Minimum and Maximum Charge	Monthly	$0.16 to $31.31 per $1,000 of net amount at risk		$0.15 to $31.67 per $1,000 of net amount at risk
•Charge for a Representative Insured(4)		$0.45 per $1,000 of net amount at risk		$0.45 per $1,000 of net amount at risk
Administrative Charge(5)	Monthly	Group A	Group B		Group C
		$6.00	No explicit charge(6)		No explicit charge(6)
Mortality and Expense Risk Charge(7)	Daily	0.90% (annually) of the net assets of each Division of the Separate Account
Loan Interest Spread (8)	Annually	3.0%
Optional Benefit Charges:
Waiver of Monthly Deductions During Total Disability Rider(9)		Group Contracts Issued Before 1/1/04	Group Contracts Issued 1/1/04 - 12/31/08		Group Contracts, Issued On Or After 1/1/09
•Minimum and Maximum Charge	Monthly	$0.01 to $0.21 per $1.00 of waived premium	$0.02 to $3.76 per $1,000 of net amount at risk		$0.10 to $0.31 per $1,000 of net amount at risk
•Charge for a Representative Insured(4)		$0.07 per $1.00 of waived premium	$0.06 per $1,000 of net amount at risk		$0.10 per $1,000 of net amount at risk
Children’s Life Insurance Rider	Monthly	$0.41 per $1,000 of coverage
Spouse’s Life Insurance Rider(9)
•Minimum and Maximum Charge	Monthly	$0.15 to $5.16 per $1,000 of coverage
•Charge for a Representative Insured(10)		$0.45 per $1,000 of coverage

(1)

Also applies to Individual Policies issued under an employer-sponsored insurance program established before 1/1/09.

(2)

Also applies to Individual Policies issued under an employer-sponsored insurance program established on or after 1/1/09.

(3)

Cost of insurance charges vary based on the Insured’s attained age and rate class. The cost of insurance charge will also vary depending on which charge structure the Contractholder has chosen for the Policies. The cost of insurance charge is greater for participants in a Group Contract that uses a Group B or Group C charge structure than those in a Group Contract that uses a Group A charge structure. The cost of insurance charges shown in the table may not be typical of the charges you will pay. More detailed information concerning your cost of insurance charges is available on request from our Administrative Office.

(4)

A representative Insured is a person with an attained age of 45, actively at work.

(5)

The maximum administrative charge we can apply to any Policy can vary but will not exceed the amounts in the table. Please refer to your Policy Schedule Page for the administrative charge that applies to your Policy.

(6)

For Policies issued under a Group B or Group C charge structure, the administrative charge is not assessed as an explicit charge; instead, it is included in the insurance rates resulting in a higher cost of insurance charge for these Policies.

(7)

The Mortality and Expense Risk Charge is currently 0.75% (annually) of the net assets of each Division of the Separate Account.

(8)

The maximum amount of interest we charge is 8% and the minimum amount of interest we credit is 5% for a maximum loan interest spread of 3%.

(9)

(10)

For Spouse’s Life Insurance Rider, a representative Insured is an Employee’s spouse that has an attained age of 45.

Annual Portfolio Operating Expenses

	Minimum	Maximum
Annual Portfolio Expenses (as a percentage of average net assets) (expenses that are deducted from Portfolio assets, including management fees, distribution and/or service (12b-1) fees, and other expenses)	0.10%	1.05%

PRINCIPAL RISKS

Investment Risk

If you invest your Cash Value in one or more Divisions of the Separate Account, then you will be subject to the risk that the investment performance of the Divisions will be unfavorable and that the Cash Value will decrease. An investment in this Policy is subject to the risk of poor investment performance and can vary depending on the performance of the Portfolios available under the Policy. Each investment option (including any General Account option) has its own unique risks. You should review the investment options before making an investment decision. A comprehensive discussion of the risks of each of the Portfolios may be found in each Portfolio’s prospectus. Please refer to the prospectuses for the Portfolios for more information. There is no assurance that any of the Portfolios will achieve its stated investment objective. In addition, we deduct Policy fees and charges from your Cash Value, which can significantly reduce your Cash Value. During times of poor investment performance, this deduction will have an even greater impact on your Cash Value. You could lose everything you invest and your Policy could lapse without value, unless you pay additional premium.

Risk of an Increase in Current Fees and Expenses

Policy Lapse

We will notify you that the Policy will lapse (terminate without value) unless you make sufficient payment during the grace period. Your Policy also may lapse if your Indebtedness exceeds your Cash Value on any Monthly Anniversary. If either of these situations occurs, your Policy will be in default and you must pay a specified amount of new premium to prevent your Policy from lapsing. Subject to certain conditions and our underwriting rules, you may reinstate a lapsed Policy within five years after the date of lapse and before the Maturity Date. In certain situations your Policy may also terminate if your employer ends its participation in the Group Contract.

Limitations on Access to Cash Value

Limitations on Transfers

We do not currently charge for transfers, but we reserve the right to charge up to $25 per transfer to cover administrative costs incurred in processing any transfer in excess of 12 in a Policy year, except for transfers under the Automated Investment Strategies. We have adopted procedures to limit excessive transfer activity. In addition, each Fund may restrict or refuse certain transfers among, or purchases of shares in their Portfolios as a result of certain market timing activities. You should read each Portfolio's prospectus for more details. The minimum amount that you must transfer is currently $250, or, if less, the Policy’s Cash Value in a Division or in the General Account. (We are not currently enforcing this restriction for transfers from the General Account but reserve the right to do so in the future.)

Tax Treatment

To qualify as a life insurance contract for federal income tax purposes and to receive the tax treatment normally accorded life insurance contracts under federal tax law, a Policy must satisfy certain requirements which are set forth in the Internal Revenue Code (the “Code”). Guidance as to how these requirements are to be applied is limited. Nevertheless, we believe that the Policy should satisfy the applicable requirements. If it is subsequently determined that a Policy does not satisfy the applicable requirements, we may take appropriate steps to bring the Policy into compliance with such requirements and we reserve the right to restrict Policy transactions in order to do so. The insurance proceeds payable upon death of the Insured will never be less than the minimum amount required for a Policy to be treated as life insurance under Section 7702 of the Code, as in effect on the date the Policy was issued.

You should consult a qualified tax adviser for assistance in all Policy-related tax matters.

Surrender and Partial Withdrawals(Short-Term Investment Risk)

We designed the Policy to meet long-term financial goals. To best realize the benefits available through the Policy, including the benefit of tax deferred build-up of Cash Value, you should purchase the Policy only if you have the financial ability to keep it in force for a substantial period of time. You should not purchase the Policy if you intend to surrender all or part of the Policy in the near future. The Policy is not suitable as a short-term savings vehicle. A surrender, in whole or in part, may have tax consequences and may increase the risk that your Policy will lapse.

Loans

Pandemics and Other Public Health Issues, and Other Events

Cybersecurity

destruction of confidential Policy Owner or business information; impede order processing or cause other operational issues; and result in regulatory enforcement actions or new laws or regulations which could increase our compliance costs. Although we continually make efforts to identify and reduce our exposure to cybersecurity risk, and we require our critical vendors to implement effective cybersecurity and data protection measures, there is no guarantee that we will be able to successfully manage this risk at all times

Terrorism and Security Risk

Insurance Company Risks

Policies are subject to the risks related to Metropolitan Life. Any obligations (including under any general account investment option), guarantees, and benefits of the Policy are subject to the claims paying ability of Metropolitan Life. If Metropolitan Life experiences financial distress, it may not be able to meet its obligations to you. More information about Metropolitan Life, including its financial strength ratings, is available upon request by calling 1-800-756-0124.

ISSUING THE POLICY

General Information

The Policies (either an Individual Policy or a Certificate) described in this Prospectus are designed for use in employer-sponsored insurance programs and are issued either as policies in the form of Certificates pursuant to Group Contracts entered into between the Company and Contractholders or as Individual Policies issued in connection with employer-sponsored insurance programs where Group Contracts are not issued.

The Contractholder (employer) owns the Group Contract, but does not have any ownership interest in the Policies issued under the Group Contract. Rights and benefits under the Policies inure to the benefit of the Owners (generally, Employees), Insureds and Beneficiaries as set forth herein.

On behalf of Owners, the Contractholder will make planned premium payments under the Group Contract equal to an amount authorized by Employees to be deducted from their wages. In addition, Owners may pay additional premiums. A similar procedure will apply when an Individual Policy is issued in connection with an employer-sponsored program.

For some Group Contracts or employer-sponsored insurance programs, if there is sufficient Cash Surrender Value, the individual insurance provided by the Certificate will continue should the Group Contract or employer-sponsored insurance program cease or the Employee’s employment end. For other Group Contracts, continuation of coverage depends on whether there is a succeeding plan of insurance. (See “Conversion Right upon Termination of the Group Contract or Change in Insured’s Eligibility.”)

Selection of Charge Structure (Group A, Group B and Group C)

Three different charge structures are available for the administrative convenience of the Contractholder (employer), who chooses which charge structure will apply to the Policies issued to the Contractholder’s Employees. Group B and Group C may not be available to employer-sponsored programs that qualify as plans under ERISA. Please refer to the specifications page of your Policy to see which charge structure applies to your Policy.

The difference among the three groups is whether we will assess a premium tax charge or an administrative charge as an explicit charge or increase our insurance rates to include them in the cost of insurance charge. For Policies in Group A, we assess each of these charges as explicit charges. For Policies in Group B, we do not assess an explicit administrative charge; instead, we include the administrative charge in our insurance rates resulting in a higher cost of insurance charge for these Policies than for the Policies in Group A. For Policies in Group C, we do not assess an explicit administrative charge nor an explicit premium tax charge. We include both of these charges in our insurance rates resulting in a higher cost of insurance charge for these Policies than for the Policies in Group A or Group B.

It is our intention that the total amount of the charges under either the Group A, Group B or Group C charge structure be the same for Employees in the aggregate under a Group Contract. However, in order to include a premium tax charge and an administrative charge in our insurance rates, we must make certain assumptions to calculate the amount by which the insurance rates must increase to cover these expenses. In order to convert a charge based on premiums into an increase in our insurance rates, we must assume the aggregate amount of premium that we expect to receive. To convert a per Policy administrative charge into an increase in our insurance rates, we must assume an average Policy Face Amount. If the actual aggregate premiums paid or the actual average Policy Face Amount differs from our assumptions, then the total charges under Group B or Group C will differ from the total charges under Group A. Since our assumptions are conservative, the total charges under Group B and Group C are likely to be higher than in Group A.

The total amount of charges may also be higher or lower for any particular Employee depending on which charge structure the employer chooses. When we increase our insurance rates to cover a premium tax charge and an administrative charge, the increase is based on an assumed aggregate amount of premiums paid (for premium taxes) and on an assumed average Policy Face Amount (for administrative expenses) and the increase is spread across all Employees. Therefore, for Employees who do not make additional premium payments, total charges will be higher than they would have been had a premium tax charge been assessed as an explicit charge. Similarly, for Employees whose Face Amount is larger than the assumed Face Amount, total charges will be higher than they would have been had an administrative charge been assessed as an explicit charge.

Procedural Information

We generally will issue a Group Contract to employers whose Employees and/or their spouses meet the eligibility requirements for Owners (and/or Insureds) under the Group Contract. The class(es) of Employees covered by a particular Group Contract is/are set forth in that Group Contract’s specifications pages.

We will issue the Group Contract upon receipt and acceptance at our Administrative Office of an application for group insurance signed by an appropriate officer of the employer. (See “General Provisions of the Group Contract — Issuance.”) Individuals (i.e., eligible Employees and/or their spouses) wishing to purchase a Policy, whether under a Group Contract or an employer-sponsored insurance program, must complete the appropriate application for individual insurance and submit it to our authorized representative or us at our Administrative Office.

We will issue to each Contractholder either a Certificate or an Individual Policy to give to each Owner. We will issue Individual Policies, rather than Certificates if state law restrictions make issuance of a Group Contract impracticable.

We will amend a Certificate issued under a Group Contract automatically so that it will continue in force as an Individual Policy with the same rights, benefits, and guaranteed charges:

•

to persons who wish to continue coverage after a Group Contract has terminated;

•

to persons who wish to continue coverage after they no longer are employed by the Group Contractholder.

Acceptance of an application is always subject to our underwriting rules, and we reserve the right to reject an application for any reason permitted by law.

Employee Eligibility. To be eligible to purchase a Policy, an Employee must be actively at work at the time he or she submits the application for Individual Insurance. In addition, the Contractholder may determine specific classes to which the Employee must belong to be eligible to purchase a Policy. “Actively at work” means that the Employee must work for the Contractholder or sponsoring employer at the Employee’s usual place of work (or such other places as required by the Contractholder or sponsoring employer) for the full number of hours and the full rate of pay set by the employment practices of the employer. Ordinarily the time worked per week must be at least 30 hours. We reserve the right to waive or modify the “actively at work” requirement.

The Contractholder also may require that an individual be its Employee as of a certain date or for a certain period of time. We will set forth this date or time period in the Group Contract specifications pages. Employees of any Associated Companies of the Contractholder will be considered Employees of the Contractholder. We also may consider as an eligible Employee an individual who is an independent contractor working primarily for the sponsoring employer. If the employer is a partnership, a partner may be an eligible Employee.

Guaranteed Issue. We generally will issue the Policy and any spouse or children’s insurance Rider applied for by the Employee pursuant to our guaranteed issue underwriting procedure. We offer the guaranteed issue procedure only when an Employee is first given the opportunity to purchase a Policy. Under this procedure, the Employee is only required to answer qualifying questions in the application for Individual Insurance; the Employee is not required to submit to a medical or paramedical examination. The maximum Face Amount that an Employee can generally apply for under the guaranteed issue procedure (“Guaranteed Issue Amount”) varies by Group Contract or employer-sponsored insurance program.

Simplified Underwriting. We will follow simplified underwriting procedures rather than guaranteed issue procedures if:

•

the Face Amount exceeds the Guaranteed Issue Amount described above;

•

the Policy has previously been offered to the Employee;

•

the requirements for guaranteed issue set forth in the application for Individual Insurance are not met; or

•

the Policy is offered through programs for which guaranteed issue underwriting is not available.

In addition, we will follow simplified underwriting procedures in connection with the issuance of a spouse or children’s insurance rider, if the Employee is not eligible for guaranteed issue underwriting, or (even if the Employee is eligible for guaranteed issue underwriting) if the spouse or child does not satisfy the guaranteed issue underwriting requirements set forth in the application for Individual Insurance.

Employee’s Spouse. Before issuing insurance coverage on an Employee’s spouse, we must receive an appropriate application. We will subject the spouse to the simplified underwriting procedure described above; guaranteed issue underwriting is available in certain instances. To be eligible for insurance, the spouse must provide evidence of insurability at the time the Employee signs the application for a Policy.

•

the appropriate application for Individual Insurance is signed;

•

the initial premium has been paid prior to the Insured’s death;

•

the Insured is eligible for the Policy; and

•

the information in the application is determined to be acceptable to the Company.

Right To Examine Policy (Free Look Right)

Free Look for Increase in Face Amount. Similarly, you may cancel an increase in Face Amount within 20 days from the date you received the new Policy specifications pages for the increase or, if later, 45 days after you sign the application for the increase.

Ownership Rights

We reserve the right to limit or modify the manner in which an Owner may exercise the rights and privileges under the Policy. For example, we reserve the right to limit the number of Policy changes to one per Policy Year and to restrict such changes in the first Policy Year. Currently, no change may be made during the first Policy Year. For this purpose, changes include increases or decreases in Face Amount and changes in the death benefit option. No change will be permitted that would result in the death benefit under a Policy being included in gross income for failure to meet the requirements of Section 7702 of the Code or any applicable successor provision.

We will send all reports and other notices described herein or in the Policy directly to the Owner.

Modifying The Policy

Upon notice to you, we may modify the Policy:

•

to assure continued qualification of the Policy as a life insurance contract under the federal tax laws; or

•

to reflect a change in the Separate Account’s operation.

PREMIUMS

Minimum Initial Premium

Contractholder or employer will pay the initial premium on your behalf. The initial premium for a Policy must at least equal one-twelfth (1/12th) of the planned annual premium for the Policy set forth in the specifications pages. The planned annual premium is an amount that you arrange to pay for the Policy that is based on the requested initial Face Amount, the Issue Age of the Insured and the charges under the Policy. (See “Premium Flexibility” below.) You are not required to pay premiums equal to the planned annual premium.

We will apply the initial premium to a Policy on the Investment Start Date. We will apply subsequent premiums as of the Valuation Date we receive the premiums. (See “Allocation of Net Premiums and Cash Value”.) Premiums will be “received” on a Valuation Date when we receive at our Administrative Office, before the New York Stock Exchange closes for regular trading (usually 4:00 p.m. Eastern Time), the premium as well as the supporting documentation necessary for us to determine the amount of premium per Policy.

Premium Flexibility

After the initial premium, and subject to the limitations described below, premiums may be paid in any amount and at any interval. Under Group Contracts and Individual Policies issued in connection with employer-sponsored insurance programs the planned annual premium usually will be paid by the Contractholder or sponsoring employer on behalf of the Owner pursuant to a planned premium payment schedule. A planned premium payment schedule provides for premium payments in a level amount at fixed intervals (usually monthly) agreed to by the Contractholder or sponsoring employer and us. The Owner must authorize the amount of the premiums paid by the Contractholder or sponsoring employer. Please note that if the Contractholder or sponsoring employer does not remit premiums on a timely basis in accordance with the planned premium payment schedule, you may not participate in investment experience under the policy until the premium has been received and credited to the Policy in accordance with our established administrative procedures. You may skip planned premium payments. Making planned premium payments does not guarantee that the Policy will remain in force. The Policy will not necessarily lapse if you fail to make planned premium payments. Rather, this depends on the Policy’s Cash Surrender Value. If the Cash Surrender Value on any monthly anniversary is less than the monthly deduction you will need to make a premium payment within the grace period to cover the monthly deduction. (See “Policy Lapse and Reinstatement.”)

Continuance of Insurance Under Certain Group Contracts

Failure of the Contractholder or sponsoring employer to pay the planned premium payments authorized by its Employees may cause the Group Contract to terminate. For some Group Contracts, if there is sufficient Cash Surrender Value to prevent the Policy from lapsing, the Individual Insurance provided by the Certificate will automatically continue even if the Group Contract terminates. Individual Insurance also will continue if the Employee’s employment with the Contractholder or sponsoring employer terminates. (See “Conversion Right upon Termination of the Group Contract or Change in Insured’s Eligibility.”) In either circumstance, an Owner of an Individual Policy (or a Certificate converted by amendment to an Individual Policy) must establish a new schedule of planned premiums. Under the new schedule, the planned annual premium must remain the same, and the

planned payment intervals may be no more frequent than quarterly. We will send you instructions on where to send your premium payments when we send you your amended Certificate.

Premium Limitations

Every premium payment paid must be at least $20. We do not accept payment of premiums in cash or by money order.

We have established procedures to monitor whether aggregate premiums paid under a Policy exceed the current maximum premium limitations that qualify the Policy as life insurance according to federal tax laws. The aggregate premiums allowable will be lower for Individual Policies or Certificates with an effective date of January 1, 2009 or later, due to the changes in the calculation of insurance rates after that date. (See “Periodic Charges — Cost of Insurance Rates.”) We will not accept any premium payment that would cause your total premiums to exceed those limits. If a premium payment would cause your total premiums to exceed the maximum premium limitations, we will accept only that portion of the premium that would make total premiums equal the maximum amount that may be paid under the Policy. We will return any part of the premium in excess of the maximum premiums directly to you upon discovery of the excess payment, but in no event later than 60 days after the end of the Policy Year in which payment is received.

Modified Endowment Contracts

Under federal tax laws, certain life insurance contracts are classified as modified endowment contracts (“MECs”), which receive less favorable tax treatment than other life insurance contracts. If we receive a premium payment that, together with the remaining scheduled premium payments for the Policy year, would cause a Policy to become a MEC, we will accept only that portion of the premium below the MEC limits. We will return any excess amounts directly to you. We will apply premium payments over the MEC limits only when you instruct us to do so in a writing that acknowledges that application of such amounts will result in the Policy becoming a MEC. We will notify you when we believe that a premium payment will cause a Policy to become a modified endowment contract. In addition, we will notify you if your Policy becomes a MEC for any other reason and you may request that we refund any premium received that would cause the Policy to become a MEC, increase your face amount so that the Policy does not become a MEC or acknowledge that you want your Policy to become a MEC.

Allocation of Net Premiums and Cash Value

When you apply for a Policy, you give us instructions to allocate your net premiums to one or more Divisions of the Separate Account and/or the General Account. If you fail to provide allocation instructions, we may allocate your net premiums as described in the application. We will allocate your net premiums according to the following rules:

•

The minimum percentage of any allocation to an investment option is 10 percent of the net premium.

•

Allocation percentages must be in whole numbers and the sum of the percentages must equal 100.

•

The initial net premium will be allocated on the Investment Start Date, which is the later of the Issue Date or the date we receive the initial premium at our Administrative Office.

•

You may change the allocation instructions for additional net premiums without charge at any time by

providing us with written notice. Any change in allocation will take effect at the end of the Valuation Period during which we receive the change.

•

There are limitations on the amount of net premium that may be allocated to the General Account. (See “The General Account — Restrictions on Allocations and Transfers to the General Account.”)

THE COMPANY AND THE GENERAL ACCOUNT

The Company

Guarantee of Insurance Obligations

respect to the guarantee, Met Tower Life is relying on the exemption provided by Rule 12h-7 under the Securities Exchange Act of 1934.

The General Account

The General Account is part of the Company’s general account. The general account consists of all assets owned by MetLife other than those in the Separate Account and other separate accounts. We own the assets in the general account and we use these assets to support our insurance and annuity obligations other than those funded by our separate investment accounts. These assets are subject to our general liabilities from business operations. Subject to applicable law, we have sole discretion over the investment of the assets of the General Account. We guarantee that the amounts allocated to the general account will be credited interest daily at a net effective annual interest rate of at least 4%. The principal, after charges and deductions, also is guaranteed. We will determine any interest rate credited in excess of the guaranteed rate at our sole discretion.

Restrictions on Partial Withdrawals and Transfers from the General Account. After the first Policy Year, an Owner may withdraw a portion of Cash Value from the General Account. The minimum amount that can be withdrawn from the General Account is the lesser of $50 or the Policy’s Cash Value in the General Account. An Owner may also transfer amounts between the General Account and the Divisions of the Separate Account in an amount not less than $250. We are not currently enforcing these restrictions but reserve our right to do so in the future.

The total amount of transfers and withdrawals in a Policy Year may not exceed the greater of:

•

the Policy’s Cash Surrender Value in the General Account at the beginning of the Policy Year, multiplied by the withdrawal percentage limit shown on the Policy’s specifications page, or

•

the previous Policy Year’s General Account maximum withdrawal amount.

The Loan Account is part of the general account.

We have not registered interests in the General Account under the Securities Act of 1933, nor have we registered the General Account as an investment company under the 1940 Act.

THE SEPARATE ACCOUNT AND THE PORTFOLIOS

The Separate Account

We segregate the assets in the Separate Account from our General Account assets. The assets in the Separate Account shall at least equal the Separate Account reserves and other liabilities under the Policies. Under applicable state insurance law, assets equal to the reserves and other liabilities under the Policies are not chargeable with liabilities arising out of any other business of MetLife. If the assets in the Separate Account exceed the reserves and other liabilities under the Policies, then we may, from time to time in the normal course of business, transfer the excess to our General Account. Such excess amounts may include, without limitation, amounts representing fees and charges incurred, but not yet deducted from the Separate Account. Before making any such transfers, we will consider any possible adverse impact the transfer may have on the Separate Account.

The Portfolios

Certain Payments We Receive with Regard to the Portfolios. An investment adviser or subadviser of a Portfolio, or its affiliates, may make payments to us and/or certain of our affiliates. These payments may be used for a variety of purposes, including payment of expenses for certain administrative, marketing and support services with respect to the Policies and, in the Company’s role as an intermediary, with respect to the Portfolios. The Company and its affiliates may profit from these payments. These payments may be derived, in whole or in part, from the advisory fee deducted from Portfolio assets. Owners, through their indirect investment in the Portfolios, bear the costs of these advisory fees. (See the Portfolios’ prospectuses for more information.) The amount of the payments we receive is based on a percentage of assets of the Portfolios attributable to the Policies and certain other variable

insurance products that we and our affiliates issue. These percentages differ and some advisers or subadvisers (or other affiliates) may pay us more than others. These percentages currently range up to 0.50%.

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

•

eliminate or combine one or more Divisions;

•

substitute one Division for another Division; or

•

transfer assets between Divisions if marketing, tax, or investment conditions warrant.

We will notify all Owners of any such changes.

If we deem it to be in the best interests of persons having voting rights under the Policy, and to the extent any necessary SEC approvals or Owner votes are obtained, the Separate Account may be:

•

operated as a management company under the 1940 Act;

•

deregistered under that Act in the event such registration is no longer required; or

•

combined with other separate accounts of the Company.

To the extent permitted by applicable law, we may transfer the assets of the Separate Account associated with the Policy to another separate account.

POLICY VALUES

Cash Value

The Cash Value of the Policy equals the sum of all values in the General Account (if applicable), the Loan Account, and each Division of the Separate Account. The Cash Value is determined first on the Investment Start Date, and then on each Valuation Date. The Cash Value has no guaranteed minimum amount, and may be more or less than premiums paid.

Cash Surrender Value

Cash Value in the General Account

On each Valuation Date, the Cash Value in the General Account will equal:

•

the amount of the Net Premiums allocated or Cash Value transferred to the General Account; plus

•

interest at a rate of at least 4% per year; plus

•

any excess interest which we credit and any amounts transferred into the General Account; minus

•

the sum of all Policy charges allocable to the General Account and any amounts deducted from the General Account in connection with partial withdrawals or transfers to the Separate Account.

Cash Value in Each Separate Account Division

The Policy’s Cash Value in the Separate Account equals the sum of the Policy’s Cash Value in each Division of the Separate Account. We compute the Cash Value in a Division at the end of each Valuation Date by multiplying the number of accumulation units of Cash Value in each Division by the accumulation unit value for that Division. More detailed information concerning these computation methods is available from our Administrative Office.

Number of Accumulation Units. The number of units in any Division of the Separate Account at the end of any Valuation Day equals:

•

the initial accumulation units purchased at the unit value on the Issue Date; plus

•

accumulation units purchased with additional net premiums; plus

•

accumulation units purchased via transfers from another Division, the General Account, or the Loan Account; minus

•

accumulation units redeemed to pay for monthly deductions; minus

•

accumulation units redeemed to pay for partial withdrawals; minus

•

accumulation units redeemed as part of a transfer to another Division, the General Account, or the Loan Account.

Accumulation Unit Value. We determine accumulation unit value, based upon the Net Investment Factor method, for each Division of the Separate Account to reflect how investment performance affects the Cash Value. Accumulation unit values will vary among Divisions, and may increase or decrease from one Valuation Period to the next. The accumulation unit value of any Division at the end of any Valuation Period equals:

•

the value of the net assets of the Division at the end of the preceding Valuation Period; plus

•

the investment income and capital gains, realized or unrealized, credited to the net assets of that Division during the Valuation Period for which the unit value is being determined; minus

•

the capital losses, realized or unrealized, charged against those net assets during the Valuation Period; minus

•

the daily mortality and expense risk charge (a charge not to exceed 0.90% annually); divided by

•

aggregate accumulation units outstanding in the Division at the end of the preceding Valuation Period.

POLICY BENEFITS

Standard Death Benefit

As long as the Policy remains in force, we will pay the death benefit proceeds to the Beneficiary once we receive at our Administrative Office (i) satisfactory proof of the Insured’s death, (ii) instructions on how to pay the proceeds, and (iii) any other documents, forms and information we need. We may require you to return the Policy. (If the Beneficiary dies before the Insured, we will generally pay the insurance proceeds, in a single sum, to the Owner, or, if the Owner is not living, to the Owner’s estate.) Payment of death benefit proceeds will not be affected by termination of the Group Contract, the employer-sponsored insurance program, or an Employee’s employment.

Death benefit proceeds equal:

•

the death benefit (described below); plus

•

any additional insurance provided by rider; minus

•

any unpaid monthly deductions; minus

•

any outstanding Indebtedness.

Payment of the Death Benefit

Standard Death Benefit Options

The Policy provides two death benefit options: a “Level Type” death benefit (“Option A”) and an “Increasing Type” death benefit (“Option B”). Under certain Group Contracts and employer-sponsored insurance programs, however, Option B may be the only death benefit option presented. We calculate the amount available under each death benefit option as of the date of the Insured’s death.

Under Option A, the death benefit is:

•

the current Face Amount of the Policy or, if greater,

•

the applicable percentage of Cash Value on the date of death.

Under Option B, the death benefit is:

•

the current Face Amount plus the Cash Value of the Policy or, if greater,

•

the applicable percentage of the Cash Value on the date of death. The applicable percentage is the same as under Option A.

Changing Death Benefit Options

consequences and may affect the net amount at risk over time (which would affect the monthly cost of insurance charge). However, we will not permit any change that would result in your Policy being disqualified as a life insurance contract under Section 7702 of the Code. You should consult a tax adviser before changing death benefit options.

Changing Face Amount

Face Amount Increases. You may increase the Face Amount by submitting a written request and providing satisfactory evidence of insurability. If approved, the increase will become effective on the Monthly Anniversary on or following receipt at our Administrative Office of the satisfactory evidence of insurability. The Insured must have an Attained Age of 80 or less on the effective date of the increase. The amount of the increase may not be less than $5,000, and the Face Amount may not be increased to more than the maximum Face Amount for that Policy. The maximum Face Amount varies by Plan. However, in connection with a particular Group Contract or employer-sponsored insurance program, we may establish a substantially higher Face Amount for Policies issued under that Contract or employer-sponsored insurance program. Although an increase need not necessarily be accompanied by additional premium, the Cash Surrender Value in effect immediately after the increase must be sufficient to cover the next monthly deduction. An increase in the Face Amount may result in certain additional charges. For example, we determine the cost of insurance separately for the initial Face Amount and for any increases in Face Amount.

Changing Owner or Beneficiary

Surrender and Partial Withdrawals

The minimum amount of a partial withdrawal, net of any transaction charges, is currently $200. We reserve the right to increase this minimum amount up to $500. The minimum amount that can be withdrawn from any one Division or from the General Account is the lesser of $50 or the Policy’s Cash Value in that Division or in the General Account. The maximum amount that can be withdrawn, including the partial withdrawal transaction charge, is the Loan Value. The partial withdrawal transaction charge equals the lesser of $25 or 2% of the amount withdrawn. There are additional limitations on the amounts that may be withdrawn from the General Account. (See “The General Account — Restrictions on Partial Withdrawals and Transfers from the General Account”.) Subject to the above conditions, you may allocate the amount withdrawn among the Divisions or the General Account. If no allocation is specified, we will deduct the amount of the partial withdrawal (including any partial withdrawal transaction charge) from the Divisions or the General Account on a pro-rata basis (that is, based on the proportion that the Policy’s Cash Value in each Division or the General Account bears to the unloaned Cash Value of the Policy). If restrictions on amounts that may be withdrawn from the General Account will not allow this proportionate allocation, we will request that you specify an acceptable allocation. If, following a partial withdrawal, insufficient funds remain in a Division or in the General Account to pay the partial withdrawal transaction charge as allocated, the unpaid charges will be allocated equally among the remaining Divisions or the General Account. You may request that the partial withdrawal transaction charge be paid from your Cash Value in a particular Division or in the General Account. You may not make a partial withdrawal if, or to the extent that, the partial withdrawal would reduce the Face Amount below $25,000.

plus the Cash Value, we will not reduce the Face Amount, but will reduce the Cash Value and, thus, the death benefit by the amount of the partial withdrawal (plus the partial withdrawal transaction charge). If however, the death benefit is in a “tax corridor” under either Option A or Option B, that is, if the death benefit equals the Cash Value multiplied by a percentage based on federal tax law requirements described in Section 7702(d) of the Code, then we will reduce the Face Amount to the extent that the amount of the partial withdrawal (plus the partial withdrawal transaction charge) exceeds the amount equal to the difference between the death benefit and the Face Amount. We will reduce the death benefit correspondingly. (See “Policy Benefits — Standard Death Benefit Options.”) Face Amount decreases resulting from partial withdrawals will first reduce the most recent Face Amount increase, then the most recent increases in succession, and lastly the initial Face Amount.

Transfers

You may transfer Cash Value, not including amounts credited to the Loan Account, among the Divisions available with the Policy and, for certain Policies, between the Divisions and the General Account. You may request a transfer in writing on a form provided by us (by mail, email or facsimile) to our Administrative Office or via the Internet. Transfers to and from the General Account are subject to restrictions. (See “The General Account.”) The following terms apply to transfers under a Policy:

•

We will make transfers and determine all values in connection with transfers as of the end of the Valuation Period during which the transfer request is received at our Administrative Office. Transfer requests received before the New York Stock Exchange closes for regular trading receive same-day pricing. If we receive a transfer request after the New York Stock Exchange closes (usually 4:00 p.m. Eastern Time) for regular trading, we will process the order using the accumulation unit value for the Division determined at the close of the next regular trading session of the New York Stock Exchange.

•

We will consider all transfer requests received on the same Valuation Day as a single transfer request.

•

The minimum amount that you must transfer is currently $250, or, if less, the Policy’s Cash Value in a Division or in the General Account. (We are not currently enforcing this restriction for transfers from the General Account but reserve the right to do so in the future.) Where a single transfer request calls for more than one transfer, and not all of the transfers would meet the minimum requirements, we will make those transfers that do meet the requirements. Transfers resulting from Policy Loans will not be counted for purposes of the limitations on the amount or frequency of transfers allowed in each month or year.

•

We may impose a charge of $25 for each transfer in excess of 12 in a Policy Year.

•

The Company may revoke or modify the privilege of transferring amounts to or from the General Account at any time.

Restrictions on Frequent Transfers

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

the international, small-cap, and high-yield Portfolios (these Portfolios, referred to as the “Monitored Funds,” are identified in the list below) and we monitor transfer activity in those Monitored Funds.

The following Portfolios are “Monitored Funds”:

•

High Income Portfolio

•

MetLife Russell 2000® Index Portfolio

•

Overseas Portfolio

to execute instructions from the Fund to restrict or prohibit further purchases or transfers by specific Owners who violate the frequent transfer policies established by the Fund.

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

Restrictions on Large Transfers

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

Loans

Loan Privileges. After the first Policy Anniversary, you may, by request in writing on a form provided by us (by mail, email or facsimile) to our Administrative Office or via the Internet, borrow an amount up to the Loan Value of the Policy, with the Policy serving as sole security for such loan. The Loan Value is equal to (a) minus (b), where:

(a)

is 85% of the Cash Value of the Policy on the date the Policy Loan is requested; and

(b)

is the amount of any outstanding Indebtedness.

We will process each loan request at the accumulation unit values determined at the end of the Valuation Period during which we receive your request.

Interest Rate Charged for Policy Loans. We charge you 8% interest per year on a loan. Loan interest is due and payable in arrears on each Policy Anniversary or for the duration of the Policy Loan, if shorter. If you do not pay the interest charged when it is due, we will transfer to the Loan Account an amount of Cash Value equal to the interest due. We will deduct the amount transferred from the Divisions and the General Account in the same proportion that the Cash Value in each Division and the General Account bears to the unloaned Cash Value.

We will treat amounts paid while a Policy Loan is outstanding as premiums unless you request in writing that the payments be treated as repayment of Indebtedness.

Effect of Policy Loans. Whether or not repaid, a Policy Loan will permanently affect the Cash Value and Cash Surrender Value of a Policy, and may permanently affect the amount of the death benefit. This is because the collateral for the Policy Loan (the amount held in the Loan Account) does not participate in the performance of the Separate Account while the loan is outstanding. If the Loan Account interest credited is less than the investment performance of the selected Divisions, the Policy values will be lower as a result of the loan. Conversely, if the Loan Account interest credited is higher than the investment performance of the Divisions, the Policy values may be higher. We will deduct any outstanding Indebtedness from the proceeds payable upon the death of the Insured, surrender, or the maturity of the Policy.

Conversion Right to a Fixed Benefit Policy

Conversion Right Upon Termination of the Group Contract or Change in Insured’s Eligibility

Group Contracts With Automatic Continuation of Coverage. Under some Group Contracts, as long as the Certificate is in force, an Insured’s coverage will continue even if an Insured’s eligibility under a Group Contract or employer-sponsored insurance program ends because the Group Contract or employer-sponsored insurance program terminates or the Employee’s employment ends. Even if the Certificate has lapsed and is not in force, the right to reinstate and to convert a lapsed Certificate remains despite the change in the Employee’s eligibility during the reinstatement period.

We will amend a Certificate issued under such a Group Contract automatically so that it will continue in force as an Individual Policy with the same rights, benefits, and guaranteed charges. The amendment will be mailed to the Owner within 31 days (a) after we receive written notice that the Employee’s employment ended or (b) after the termination of the Group Contract. If the Certificate is in a grace period at the time the conversion occurs, any premium necessary to prevent the Certificate from lapsing must be paid to us before the Individual Policy will be mailed. A new planned premium schedule will be established which will have the same planned annual premium utilized under the Group Contract. The new planned payment intervals will be no more frequent than quarterly. The Company may allow payment of planned premium through periodic (usually monthly) authorized electronic funds transfer. Of course, unscheduled premium payments can be made at any time. (See “Premiums.”)

If an Individual Policy was issued under such a Group Contract or other employer-sponsored insurance program, the Policy will continue in force following the change in eligibility. The rights, benefits, and guaranteed charges under the Policy will remain the same following this change in eligibility.

When an Employee’s spouse is the Insured under a Policy, the spouse’s insurance coverage also will continue in the event the Employee is no longer eligible. We will automatically amend the Certificate issued to the Employee’s spouse so that it will continue in force as an Individual Policy with the same rights, benefits, and guaranteed charges. If an Individual Policy was originally issued to the Employee’s spouse, the Individual Policy will continue with the same rights, benefits, and guaranteed charges.

If an Associated Company ceases to be under common control with the Contractholder, the Insureds of the Associated Company (i.e., Employees of the Associated Company and their spouses) may continue their insurance in the manner described above.

Group Contracts Without Automatic Continuation of Coverage. Under certain Group Contracts, an Insured’s coverage may end upon termination of the Group Contract or if the Group Contract has been amended to end life insurance coverage for an eligible class of Employees of which the Insured is a member. The Insured then has the option to convert the Certificate to a personal policy of insurance. (See “Conditions for Conversion” below.)

If the Group Contract terminates or is amended (as indicated above), then your Certificate (including any death benefit thereunder) will cease. If there is another life insurance plan for which the Insured is eligible, we will pay the succeeding carrier the Cash Surrender Value. If there is no successor plan, or if the successor carrier is unable to accept such Cash Surrender Value, we will pay the Cash Surrender Value to you, unless you elect in writing to take a paid-up insurance option using your Cash Surrender Value as a single premium. The Cash Surrender Value must provide a paid-up policy in the minimum amount of $10,000. Paid-up insurance is permanent life insurance with no further premiums due. It has Cash Value. The amount of the paid-up insurance is payable at the death of the Insured. If we pay the Cash Surrender Value to you, the federal income tax consequences of the distribution to you would be the same as if you surrendered your Certificate. (See “Federal Tax Matters.”)

Under certain group contracts, some states may also require a conversion option (i) if the Insured’s employment terminates, or (ii) if the Insured’s membership in an eligible class terminates, or (iii) if the amount of life insurance the Insured is eligible for is reduced.

Conditions for Conversion. If you choose to convert the Certificate to a personal policy of insurance for any of the reasons set forth above, we must receive your written application and the premium due for the new policy at our Administrative Office, within the relevant application period. The amount of the new policy will be determined as specified in your Certificate. We or one of our affiliates will issue a new policy, which will be subject to the conditions set forth in the form of Contract applicable to you. The new policy will take effect on the 32nd day after the date the life insurance coverage under the Certificate ends (or the amount of life insurance the Insured is eligible for is reduced), regardless of the duration of the relevant application period.

Payment of Benefits at Maturity

Telephone, Facsimile, Email and Internet Requests

In addition to written requests, we may accept instructions by telephone, facsimile, email, and via the Internet from you or an authorized third party regarding transfers, loans, partial withdrawals and certain Policy changes, subject to the following conditions.

•

We will employ reasonable procedures to confirm that instructions are genuine.

•

If we follow these procedures, we are not liable for any loss, damage, cost, or expense from complying with instructions we reasonably believe to be authentic. You bear the risk of any such loss.

•

These procedures may include requiring forms of personal identification before acting upon instructions and/or providing written confirmation of transactions to you.

•

We reserve the right to suspend telephone, facsimile, email and/or Internet instructions at any time for any class of Policies for any reason.

Our variable life insurance business is largely conducted through digital communications and data storage networks and systems operated by us and our service providers or other business partners (e.g., the Portfolios and the firms involved in the distribution and sale of our variable life insurance policies). For example, many routine operations, such as processing Owners’ requests and elections and day-to-day record keeping, are all executed through computer networks and systems.

POLICY LAPSE AND REINSTATEMENT

Lapse

Reinstatement

Reinstatement is subject to the following conditions:

•

Evidence of the insurability of the Insured satisfactory to us (including evidence of insurability of any person covered by a rider to reinstate the rider).

•

Payment or reinstatement of any Indebtedness. Any Indebtedness reinstated will cause a Cash Value of an equal amount also to be reinstated.

If you meet the requirements to reinstate a lapsed Policy, your face amount will be reinstated to the amount in effect immediately prior to the lapse. If you reinstate a lapsed Policy and elect to reinstate any Indebtedness existing immediately before the Policy lapsed, the corresponding collateral for the Indebtedness would also be reinstated as part of the Cash Value of the reinstated Policy. The amount of Cash Value on the date of reinstatement will be equal to the amount of any Indebtedness reinstated, increased by the net premiums paid at reinstatement and any loans paid at the time of reinstatement.

If a Policy is reinstated after 90 days of lapse, a new Policy will be issued to you. The effective date of the new Policy will be the date we approve the application for reinstatement. There will be a full monthly deduction for the Policy Month that includes that date. If the Group Contract was issued before January 1, 2009, the guaranteed cost of insurance rates for the new Policy will be based on the 1980 Commissioners Standard Ordinary Mortality Table C. If the Group Contract was issued on or after January 1, 2009, the guaranteed cost of insurance rates will be based on the 2001 Commissioners Standard Ordinary Male Mortality Table.

CHARGES AND DEDUCTIONS

We will deduct certain charges under the Policy in consideration for: (i) services and benefits we provide; (ii) costs and expenses we incur; (iii) risks we assume; and (iv) our profit expectations.

Services and benefits we provide:

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

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investment options, including premium allocations,

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administration of elective options, and

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the distribution of reports to Owners.

Costs and expenses we incur:

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

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overhead and other expenses for providing services and benefits,

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sales and marketing expenses, and

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

Risks we assume:

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

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

Transaction Charges

Premium Expense Charge. Before we allocate net premiums among the Divisions and the General Account pursuant to your instructions, we will reduce your premium payments by a front-end sales charge (“premium expense charge”) to compensate us for our costs in issuing the Policy. The maximum premium expense charge we can apply to any Policy can vary but will not exceed 1% for Policies issued under Group Contracts. The net amount of premiums invested is shown on your Policy’s schedule page and reflects the deduction of the premium tax charge and the amount of premium expense charge that applies to your Policy. Please refer to your Policy Schedule page. For certain Policies that are deemed to be individual contracts under federal tax laws, we will reduce your premium payments by a premium expense charge that can vary but will not exceed up to 2% of each premium payment to compensate us for the anticipated higher corporate income taxes that result from the sale of such Policies. The current premium expense charge is 1% for Policies issued under Group Contracts and 2% for Policies treated as individual contracts under the Omnibus Budget Reconciliation Act of 1990.

The sales charges will not change even if an Insured is no longer eligible under a Group Contract or employer-sponsored insurance program, but continues coverage on an individual basis.

Premium Tax Charge. Many states and localities impose a tax on premiums received by insurance companies. These premium taxes vary from jurisdiction to jurisdiction and range from 0% to 5.0% of premiums paid. The current premium tax charge for the Group A and Group B charge structures is 2.25% of premiums paid.

To cover these premium taxes, we will either assess an explicit premium tax charge or increase our insurance rates to cover these premium taxes. If your employer chooses the Group A or Group B charge structure, we will reduce premium payments by an explicit premium tax charge guaranteed not to exceed 2.25%. If your employer chooses the Group C charge structure, we will not assess an explicit premium tax charge but will include it in our insurance rates resulting in a higher cost of insurance charge. For a more detailed explanation of the different charge structures that apply to each Group, please see “Selection of Charge Structure (Group A, Group B and Group C)” above.

Periodic Charges

that the Policy’s Cash Value in each Division and the General Account bears to the unloaned Cash Value on the date the monthly deduction is made. Because portions of the monthly deduction, such as the cost of insurance, can vary from month to month, the monthly deduction also will vary.

The monthly deduction has several components:

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the cost of insurance charge;

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the premium tax charge (for Group C Policy Owners, this is included as part of the cost of insurance charge);

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a monthly administrative charge (for Group B and Group C Policy owners, this is included as part of the cost of insurance charge); and

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the charges for any riders.

Cost of Insurance Charge. We assess a monthly cost of insurance charge on each Monthly Anniversary (to cover the next Policy Month) to compensate us for underwriting the death benefit and for certain administrative costs (for Group B and Group C charge structures) and to cover state and local premium taxes (for Group C charge structure). The charge depends on the applicable cost of insurance rate and the net amount at risk in the Policy Month in which the charge is calculated. The charge may vary from Policy to Policy and from Policy Month to Policy Month.

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The current cost of insurance rates will not exceed the guaranteed cost of insurance rates set forth in the Policy. For Policies under Group Contracts issued before January 1, 2009, these guaranteed rates are 125% of the maximum rates that could be charged based on the 1980 Commissioners Standard Ordinary Mortality Table C (“1980 CSO Table”). For Policies under Group Contracts issued on or after January 1, 2009, the guaranteed cost of insurance rates will not exceed 400% of the rates that could be charged based on the 2001 Commissioners Standard Ordinary Male Mortality Table (“2001 CSO Table”). The guaranteed rates are higher than the rates in either the 1980 CSO table or the 2001 CSO Table because we use guaranteed or simplified underwriting procedures whereby the Insured is not required to submit to a medical or paramedical examination. Under these underwriting methods, then, healthy individuals will pay higher cost of insurance rates than they would pay under substantially similar policies using different underwriting methods. The current cost of insurance rates are generally lower than 100% of either the 1980 CSO Table or the 2001 CSO Table.

•

Net Amount at Risk. We also calculate the net amount at risk separately for the initial Face Amount and for

any increase in Face Amount. In determining the net amount at risk for each increment of Face Amount, the Cash Value is first considered part of the initial Face Amount. If the Cash Value exceeds the initial Face Amount, it is then considered as part of any increment in Face Amount in the order these increases took effect. The net amount at risk is affected by investment performance, loans, payments of premiums, Policy fees and charges, the death benefit option chosen, partial withdrawals, and decreases in Face Amount. Any decrease in Face Amount, whether by the Owner’s request or resulting from a partial withdrawal, will first be used to reduce the net amount at risk for the most recent increase in Face Amount, the next most recent increases in succession, and then the net amount at risk for the initial Face Amount.

The current maximum cost of insurance is $6.47 per $1,000 of net amount at risk and the current minimum cost of insurance is $0.05 per $1,000 of net amount at risk.

Monthly Administrative Charge. We assess either an explicit monthly administrative charge from each Policy based upon the number of Employees eligible to be covered at issue of a Group Contract or an employer-sponsored insurance program or increase our insurance rates to compensate us for ordinary administrative expenses such as record keeping, processing death benefit claims and Policy changes, preparing and mailing reports, and overhead costs. If your employer chooses the Group A charge structure, the amount of this charge is set forth in the specifications pages of the Policy. The guaranteed maximum administrative charge we can apply to any Policy under any Group Contract can vary but will not exceed $6.00 per Policy per month during the first Policy Year and $3.50 per Policy per month in renewal years. The current administrative charge that we apply is up to $3.50 per month. Please refer to your Policy Schedule Page for the administrative charge that applies to your Policy. If your employer chooses the Group B or Group C charge structure, the monthly administrative charge will not be charged as an explicit charge but will be included in our insurance rates resulting in a higher cost of insurance charge.

These guaranteed maximum charges are guaranteed not to increase over the life of the Policy. The administrative charge will not change in the event that the Insured is no longer eligible for group coverage, but continues coverage on an individual basis. In addition, when we believe that lower administrative costs will be incurred in connection with a particular Group Contract or employer-sponsored insurance program, we may modify the charge for that Group Contract or employer-sponsored insurance program.

Charges for Riders. We charge a fee to compensate us for the coverage that we are providing. The monthly deduction will include charges for any additional benefits provided by rider. (See “Additional Benefits and Riders.”) The charges for individual riders are summarized in the Fee Tables of this Prospectus. These riders may not be available in all states and some Group Contracts or employer-sponsored insurance programs may not offer certain riders.

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Waiver of Monthly Deductions Rider. This Rider provides for the waiver of monthly deductions while the Insured is totally disabled, subject to certain limitations. The Insured must have become disabled before age 65. The charge under this rider is assessed per $1.00 of the waived monthly deduction for Certificates under Group Contracts or Individual Policies issued before January 1, 2004 and is assessed by increasing the applicable cost of insurance rates by 12% for Certificates under Group Contracts or Individual Policies issued on or after January 1, 2004. There is currently no additional charge for this rider.

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Accelerated Death Benefit Settlement Option Rider. This rider provides for the accelerated payment of a portion of death benefit proceeds in a single sum to the Owner if the Insured is terminally ill. We do not currently impose a charge for this rider. However, we reserve the right to deduct an administrative charge of $100 from the accelerated death benefit at the time it is paid.

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Spouse’s Life Insurance Rider. This rider provides term insurance on the Insured’s spouse, as defined in the rider. To be eligible for insurance under the rider, the spouse must provide evidence of insurability at the time the application is signed. The death benefit will be payable to the named Beneficiary upon the death of the spouse. Under this rider, if we receive at our Administrative Office proof of the Insured’s death before the Policy Anniversary nearest the spouse’s 65th birthday, a limited 60-day continuation and exchange period begins, during which the rider may be exchanged for a new fixed-benefit policy on the life of the spouse. The spouse’s life insurance rider differs from an actual Policy issued on an Employee’s spouse in that the rider provides only term insurance on the life of the spouse and does not provide for the accumulation of its own Cash Value. The current maximum charge for this rider is $1.29 per $1,000 of coverage and the current minimum charge is $0.03 per $1,000 of Coverage.

This charge compensates us for certain mortality and expense risks we assume. The mortality risk we assume is that an Insured may die sooner than anticipated and that we will pay an aggregate amount of death benefits greater than anticipated. The expense risk assumed is that expenses incurred in issuing and administering the Policy will exceed the amounts realized from the administrative charges assessed against the Policy. If this charge does not cover our actual costs, we absorb the loss. Conversely, if the charge more than covers our actual costs, we add the excess to our surplus. We expect to profit from this charge and may use such profits for any lawful purpose, including covering distribution and other expenses. The Mortality and Expense Risk Charge is currently 0.75% (annually) of the net assets of each Division of the Separate Account.

Federal Taxes

Variations in Charges

We may vary the amounts of charges described in this Prospectus as a result of such factors as: (1) differences in legal requirements in the jurisdictions where the Policies are sold; (2) differences in actual or expected risks, expenses, Policy persistency, premium payment patterns, or mortality experience among different categories of purchasers or insureds; and (3) changes in Policy pricing that we may implement from time to time. We may take into account additional information provided by prospective Contractholders in assessing these differences and determining any variances in charges, subject to our underwriting guidelines. Any such variations will be pursuant to our administrative procedures that we establish and will not discriminate unfairly against any Policy Owner. Any

such variations may apply to existing Policies as well as to Policies issued in the future, except that the charges under any Policy may never exceed the maximums therein.

Portfolio Charges and Expenses

FEDERAL TAX MATTERS

Tax Status of the Policy or Certificate

The following discussion assumes that the Policy or Certificate, as applicable, will qualify as a life insurance contract for federal income tax purposes.

Tax Treatment of Policy or Certificate Benefits

Distributions Other Than Death Benefits From Modified Endowment Contracts. Policies or Certificates, as applicable, classified as modified endowment contracts are subject to the following tax rules:

(1)

All distributions other than death benefits, including distributions upon surrender, withdrawals and

distributions of Cash Surrender Value to the Owner in the case of certain Plans where there is no succeeding plan of insurance or the succeeding carrier is unable to accept the Cash Surrender Value, from a modified endowment contract will be treated first as distributions of gain taxable as ordinary income and as tax-free recovery of the Owner’s investment in the Policy or Certificate, as applicable, only after all gain has been distributed.

(2)

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

(3)

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

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

Before taking out a Policy or Certificate, as applicable, loan, you should consult a tax adviser as to the tax consequences.

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

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

ADDITIONAL BENEFITS AND RIDERS

NAME OF BENEFIT	PURPOSE	IS BENEFIT STANDARD OR OPTIONAL?	BRIEF DESCRIPTION OF RESTRICTIONS OR LIMITATIONS
Waiver of Monthly Deductions Rider	This rider provides for the waiver of monthly deductions while the Insured is totally disabled, including cost of insurance and monthly Policy expense charges, upon proof of disability.	Standard	The rider is standard if elected by the employer at the group level. There is no individual election at the Employee level, and the Employee may not terminate the benefit. You should ask your employer if this benefit is included. The Insured must have become disabled before age 65.
Children’s Life Insurance Rider	This rider provides term insurance in an amount selected at issue upon proof of death for any Insured child.	Optional	You may choose to add this benefit if your employer makes the benefit available. Depending upon your employer’s elected rider benefit, you may also need to be on active status. You should ask your employer if this benefit is included and whether you need to be on active status in order to elect it. Coverage applied for after Policy issue may be subject to underwriting.

NAME OF BENEFIT	PURPOSE	IS BENEFIT STANDARD OR OPTIONAL?	BRIEF DESCRIPTION OF RESTRICTIONS OR LIMITATIONS
Spouse’s Life Insurance Rider	This rider provides term insurance in an amount selected at issue upon proof of death of the Insured’s spouse.	Optional	You may choose to add this benefit if your employer makes the benefit available. Depending upon your employer’s elected rider benefit, you may also need to be on active status. You should ask your employer if this benefit is included and whether you need to be on active status in order to elect it. Coverage applied for after Policy issue may be subject to underwriting.
Accelerated Death Benefit Settlement Option Rider	Under this rider, you may receive an accelerated payment of a portion of your death benefit if the Insured is terminally ill.	Standard	The rider is standard if elected by the employer at the group level. There is no individual election at the Employee level, and the Employee may not terminate the benefit. You should ask your employer if this benefit is included. Payment under this rider may affect eligibility for benefits under state or federal law.
Will Preparation Service	MetLife makes a will preparation service available to you (subject to state variations).	Standard	The rider is standard unless your employer decides not to make it available. The will preparation service is made available through a MetLife affiliate.
Estate Resolution Services	This benefit provides certain probate services in the event you or your spouse dies (subject to state variations).	Standard	The rider is standard unless your employer decides not to make it available. The probate services are made available through a MetLife affiliate.

NAME OF BENEFIT	PURPOSE	IS BENEFIT STANDARD OR OPTIONAL?	BRIEF DESCRIPTION OF RESTRICTIONS OR LIMITATIONS
Dollar Cost Averaging	Allows you to automatically transfer from the Fidelity VIP Government Money Market Division to other Divisions a predetermined amount of money over a specified period of time.	Standard	You may not elect both Dollar Cost Averaging and Automatic Rebalancing at the same time.
Annual Automatic Portfolio Rebalancing	Allows you to automatically reallocate your Cash Value among the elected Divisions to return the allocation to the percentages you specify.	Standard	You may not elect both Dollar Cost Averaging and Automatic Rebalancing at the same time.

Additional Insurance Benefits

Waiver of Monthly Deductions Rider. This rider provides for the waiver of the monthly deductions while the Insured is totally disabled as defined in the Rider. The Insured must provide proof that they are unable to perform any other job for which the Insured is fit by education, training or experience. The Insured must have become disabled before age 65.

For example, if you are eligible for benefits under this rider, and have current premiums of $150 per month including a $50 optional investment premium, we will waive $100 per month so your life insurance coverage remains in force.

Children’s Life Insurance Rider. This rider provides for term insurance on the Insured’s children, as defined in the rider. To be eligible for insurance under the rider, the child to be insured must not be confined in a hospital at the time the application is signed. The death benefit will be payable to the named Beneficiary upon the death of any insured child. Upon receipt at our Administrative Office of proof of the Insured’s death before the rider terminates, the rider will be continued on a fully paid-up term insurance basis.

Spouse’s Life Insurance Rider. This rider provides term insurance on the Insured’s spouse, as defined in the rider. To be eligible for insurance under the rider, the spouse must provide evidence of insurability at the time the application is signed. The death benefit will be payable to the named Beneficiary upon the death of the spouse. Under this rider, if we receive at our Administrative Office proof of the Insured’s death before the Policy Anniversary nearest the spouse’s 65th birthday, a limited 60-day continuation and exchange period begins, during which this rider may be exchanged for a new fixed-benefit policy on the life of the spouse. The spouse’s life insurance rider differs from an actual Policy issued on an Employees’ spouse in that the rider provides only term insurance on the life of the spouse and does not provide for the accumulation of its own Cash Value.

For example, if you are eligible for benefits under the Accelerated Death Benefit Settlement Option Rider and have a Face Amount of $100,000 with no Cash Value, you may elect to receive up to $85,000 of the death benefit proceeds (less any loans and loan interest) prior to your death.

Will Preparation Service. This rider provides you with a will preparation service (“Service”) while this rider and the Policy are in force. This Service is made available to you, at no cost, through a MetLife affiliate (“Affiliate”). This Service provides for a will to be prepared by attorneys designated by the Affiliate for you and your spouse. If you have a will prepared by an attorney not designated by the Affiliate, you must pay the attorney’s services directly. Upon proof of such payment, you will be reimbursed for the attorney’s services in an amount equal to the lesser of the amount you paid for the attorney’s services and the amount customarily reimbursed for such services by the Affiliate.

Estate Resolution Services. If you or your spouse die while this rider and the Policy are in force, a probate benefit (the “Benefit”) will be made available to the estate of the deceased. The Benefit is available through an Affiliate. The Benefit provides for certain probate services to be made available, free of charge, by attorneys designated by the Affiliate. If probate services are provided by an attorney not designated by the Affiliate, the estate of the deceased must pay for those attorney’s services directly. Upon proof of such payment, the estate of the deceased will be reimbursed for the attorney’s services in an amount equal to the lesser of the amount such estate paid for the attorney’s services and the amount customarily reimbursed for such services by the Affiliate.

For example, the executor of your estate may use the Benefit to receive unlimited consultations, either face-to-face with an attorney or by phone to assist in settling your estate.

Automatic Investment Strategies

Dollar Cost Averaging: This investment strategy allows you to automatically transfer a predetermined amount of money from the Fidelity VIP Government Money Market Division to a number of available Divisions of the Separate Account. Based on the elected investment allocations for this investment strategy, Dollar Cost Averaging occurs

after the close of business on each Monthly Anniversary or after close of business on the next business day following each Monthly Anniversary should your Monthly Anniversary fall on a non-business day (weekend or holiday) as long as all other requirements are met. The portion of the Policy’s Cash Value in Fidelity VIP Government Money Market Division must be greater than or equal to $1,000. The minimum total monthly transfer amount must be greater than or equal to $100.

For example, if you elected the Dollar Cost Averaging and selected $12,000 of Cash Value to be transferred from the Fidelity VIP Government Money Market Division to specified other Divisions that you choose, over a 12 month period we will transfer $1,000 each month for 12 months.

Annual Automatic Portfolio Rebalancing does not assure a profit or protect against a loss in declining markets.

DISTRIBUTION OF THE POLICIES

Distributing the Policies

MLIDC’s principal offices are located at 200 Park Avenue, New York, NY 10166. MLIDC is registered under the Securities Exchange Act of 1934 as a broker-dealer and is a member of the Financial Industry Regulatory Authority (“FINRA”). FINRA provides background information about broker-dealers and their registered representatives through FINRA BrokerCheck. You may contact the FINRA BrokerCheck Hotline at 1-800-289-9999, or online at www.finra.org. An investor brochure that includes information describing FINRA BrokerCheck is available through the Hotline or on-line.

We may compensate MetLife employees for referrals. We may also make various payments to selling firms and other third parties. (See “Compensation Paid to Selling Firms and Other Intermediaries.”)

Commissions Paid to Selling Firms

The maximum commissions payable to a selling firm are one of the following options:

Option	First Year	Renewal Years
1	A+B	a+b
2	A+B	a+c
3	A+X+Y+Z	A

A = 25% of premiums that do not exceed the cost of insurance assessed during the first Policy Year.

B = 1% of premiums in excess of the cost of insurance assessed during the first Policy Year.

a = 25% of premiums that do not exceed the cost of insurance assessed during the respective Policy Year.

b = 1% of premiums in excess of the cost of insurance assessed during that Policy Year.

c = Up to 0.25% per year of the average Cash Value of a Policy during a Policy Year.

X = 20% of the first Policy Year premiums received up to an amount that equals: the planned annual premium reduced by the cost of insurance charge, the monthly administrative charge, premium loads assessed, and any premiums paid less frequently than monthly.

Y = 2% of any unscheduled premiums received.

Z = 1% of premiums equal to the monthly administrative charge and the premium loads on those charges and the cost of insurance.

Compensation Paid to Selling Firms and Other Intermediaries

affiliated with another person or party, which may also be an Intermediary and who may also perform marketing and/or administration services in connection with your Products and be paid compensation by MetLife.

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

GENERAL PROVISIONS OF THE GROUP CONTRACT

Issuance

The Group Contract will be issued upon receipt of a signed application for Group Insurance signed by a duly authorized officer of the employer, and acceptance by a duly authorized officer of the Company at its Administrative Office.

Premium Payments

Grace Period

If the Contractholder does not remit planned premium payments in a timely fashion, the Group Contract will be in default. A grace period of 31 days begins on the date that the planned premiums were scheduled to be remitted. If the Contractholder does not remit premiums before the end of the grace period, the Group Contract will terminate. If the Group Contract provides for automatic continuation of coverage, the insurance coverage provided by the Policy will continue as an Individual Policy following the Group Contract’s termination, provided such insurance is not surrendered or cancelled by the Owner and provided the Owner pays the premium directly to the Company. If the Group Contract does not provide for automatic continuation of coverage, your Policy will cease and continuation of coverage may depend upon whether there is a succeeding plan of insurance. (See “Conversion Right Upon Termination of the Group Contract or Change in Insured’s Eligibility.”)

Termination

Except as described in “Grace Period” above, the Group Contract will be terminated immediately upon default. In addition, we may end a Group Contract or any of its provisions on 31 days’ notice. Some Group Contracts provide that if the Group Contract terminates, any Certificates in effect will remain in force on an individual basis, unless such insurance is surrendered or cancelled by the Owner. If a Certificate was issued in connection with such a Group Contract and if allowed by state law, the Certificate will be amended automatically to continue in force as an Individual Policy that will provide benefits that are identical to those provided under the Certificate. Other Group Contracts may not have such a continuation provision and if the Group Contract terminates, your Certificate will cease. If there is a succeeding plan of insurance, we will pay the succeeding carrier the Cash Surrender Value of your Certificate. If there is no succeeding carrier, or the succeeding carrier is unable to accept such Cash Surrender Value, we will pay the Cash Surrender Value to you, unless you elect to take a paid-up insurance option using your Cash Surrender Value as a single premium. (See “Conversion Right Upon Termination of the Group Contract or Change in Insured’s Eligibility.”)

Right to Examine Group Contract

Entire Contract

Incontestability

We cannot contest the Group Contract after it has been in force for two years from the date of issue.

Ownership of Group Contract

GENERAL MATTERS RELATING TO THE POLICY

Postponement of Payments

We usually pay the amounts of any surrender, partial withdrawal, death benefit proceeds or loan within seven days after we receive all applicable written notices, permitted telephone, fax, email or Internet request, and/or due proof of death of the Insured. We may postpone such payments, however, whenever:

•

the New York Stock Exchange is closed other than customary weekend and holiday closings, or trading on the New York Stock Exchange is restricted as determined by the SEC;

•

the SEC by order permits postponement for the protection of Owners; or

•

The Company may defer payments on any amount from the General Account for not more than six months.

Payments under the Policy of any amounts derived from premiums paid by check may be delayed until such time as the check has cleared your bank. We may use telephone, fax, email or Internet or other means of communications to verify that payment from your check has been or will be collected. We will not delay payment longer than necessary for us to verify that payment has been or will be collected. You may avoid the possibility of delay in

disbursement of proceeds coming from a check that has not yet cleared by providing us with a certified check. If mandated by applicable law, the Company may be required to block your account and thereby refuse to pay any request for transfer, surrender, partial withdrawal, loan or death proceeds, until instructions are received from appropriate regulators. We also may be required to provide information about you and your account to government regulators.

STATE VARIATIONS

This Prospectus provides you with important information about the Policy. However, we will also issue you a Policy (Certificate or Individual Policy), which is a separate document from the prospectus. There may be differences between the description of the Policy contained in this Prospectus and the Policy issued to you due to differences in state law. Please consult your Policy for the provisions that apply in your state. You should contact our Administrative Office to review a copy of your Policy and any applicable endorsements and riders.

LEGAL PROCEEDINGS

FINANCIAL STATEMENTS

The financial statements of the Company, Metropolitan Tower Life Insurance Company and Paragon Separate Account B, are incorporated by reference from the submission form type N-VPFS, File No. 811-07534, relating to class ID#C000018816, filed by the Separate Account with the SEC on April 15 , 2024 .

GLOSSARY

Administrative Office — The service office of the Company. The mailing address is: MetLife GVUL; Suite 600; 11330 Olive Boulevard; St Louis, MO 63141. Unless another location is specified, all applications, notices and requests should be directed to the Administrative Office at the address above or, if permitted, by facsimile (also referred to as “fax”), email or through the Internet. You may also contact us for information at 1-800-756-0124.

Attained Age — The Issue Age of the Insured plus the number of completed Policy Years.

Associated Companies — The companies listed in a Group Contracts specifications pages that are under common control through stock ownership, contract or otherwise, with the Contractholder.

Beneficiary — The person(s) named in a Policy or by later designation to receive Policy proceeds in the event of the Insured’s death. A Beneficiary may be changed as set forth in the Policy and this Prospectus. Unless otherwise stated in the Policy, the Beneficiary has no rights in a Policy before the death of the Insured. If there is more than one Beneficiary at the death of the Insured, each will receive equal payments unless otherwise provided by the Owner.

Cash Value — The total amount that a Policy provides for investment at any time. It is equal to the total of the amounts credited to the Owner in the Separate Account, the General Account (if applicable), and in the Loan Account.

Cash Surrender Value — The Cash Value of a Policy on the date of surrender, less any Indebtedness, any accrued and unpaid monthly deduction and any applicable transaction charge.

Certificate — A document issued to Owners of Policies issued under Group Contracts, setting forth or summarizing the Owner’s rights and benefits.

Contractholder — The employer, association, sponsoring organization or trust that is issued a Group Contract.

Division — A subaccount of the Separate Account. Each Division invests exclusively in an available underlying Portfolio.

Effective Date — The actual date coverage shall take effect which will be on or after the Issue Date.

Employee — A person who is employed and paid for services by an employer on a regular basis. To qualify as an Employee, a person ordinarily must work for an employer at least 30 hours per week. MetLife may waive or modify this requirement at its discretion. An Employee may also include an independent contractor acting in many respects as an Employee with a sponsoring employer. An Employee may include a partner in a partnership if the employer is a partnership.

Face Amount — The minimum death benefit under the Policy so long as the Policy remains in force.

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

General Account — The Policy option where your money earns annual interest at a rate that will not be lower than the guaranteed minimum rate in effect on the issue date of your Group Contract, which in no event will be lower than 4%. We may credit higher rates of interest, but are not obligated to do so. This may not be available on all Policies as an option. The General Account is part of the Company’s general account.

Group Contract — A group flexible premium variable life insurance contract issued to the Contractholder by the Company.

Indebtedness — The sum of all unpaid Policy Loans and accrued interest charged on loans.

Individual Insurance–Insurance provided under a Group Contract or under an Individual Policy issued in connection with an employer-sponsored insurance program on an Employee or an Employee’s spouse.

Insured — The person whose life is insured under a Policy. The term may include both an Employee and an Employee’s spouse.

Investment Start Date — The date the initial premium is applied to the General Account and/or to the Divisions of the Separate Account. This date is the later of the Issue Date or the date the initial premium is received at our Administrative Office.

Issue Age — The Insured’s Age as of the date the Policy is issued.

Issue Date — The Issue Date is the date from which Policy Anniversaries, Policy Years, and Policy Months are measured.

Loan Account — The account of the Company to which amounts securing Policy Loans are allocated. It is a part of the Company’s general account assets.

Loan Value — The maximum amount that may be borrowed under a Policy after the first Policy Anniversary.

Maturity Date — The Policy Anniversary on which the Insured reaches Attained Age 95.

Monthly Anniversary — The same date in each succeeding month as the Issue Date except that whenever the Monthly Anniversary falls on a date other than a Valuation Date, the Monthly Anniversary will be deemed the next Valuation Date. If any Monthly Anniversary would be the 29th, 30th, or 31st day of a month that does not have that number of days, then the Monthly Anniversary will be the last day of that month.

Net Premium — The premium less any premium expense charge, any charge to compensate us for anticipated higher corporate income taxes resulting from the sale of a Policy and, for Policies with Group A or Group B charge structure, any charge for premium taxes.

Owner (or you) — The Owner of a Policy, as designated in the application or as subsequently changed.

Policy — Either the Certificate or the Individual Policy offered by the Company and described in this Prospectus. Under Group Contracts, the Policy may be issued on the Employee or on the Employee’s spouse.

Policy Anniversary — The same date each year as the Issue Date.

Policy Month — A month beginning on the Monthly Anniversary.

Policy Year — A period beginning on a Policy Anniversary and ending on the day immediately preceding the next Policy Anniversary.

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

SEC (or the Commission) — The Securities and Exchange Commission.

Separate Account — Paragon Separate Account B, a separate investment account established by the Company to receive and invest the net premiums paid under the Policy.

Spouse — An Employee’s legal spouse. The term does not include a spouse who is legally separated from the Employee.

Valuation Date — Each day that the New York Stock Exchange is open for regular trading.

Valuation Period — The period between two successive Valuation Dates, commencing at the close of regular trading on the New York Stock Exchange (usually 4:00 p.m. Eastern Time) on a Valuation Date and ending at the close of regular trading on the New York Stock Exchange on the next succeeding Valuation Date.

APPENDIX A: PORTFOLIOS AVAILABLE UNDER THE POLICY

The following is a list of the Portfolios currently available under the Policy. More information about the Portfolios is available in the prospectuses for the Portfolios, which may be amended from time to time and can be found online at dfinview.com/metlife/tahd/MET000232. You can also request this information at no cost by calling 1-800-756-0124 or by sending an email request to GVUL-eservice@metlifecommercial.com.

FUND TYPE	PORTFOLIO AND ADVISER/SUBADVISER	CURRENT EXPENSES	AVERAGE ANNUAL TOTAL RETURNS (as of 12/31/2023)
FUND TYPE	PORTFOLIO AND ADVISER/SUBADVISER	CURRENT EXPENSES	1 YEAR	5 YEAR	10 YEAR
US Equity	Contrafund® Portfolio - Initial Class Fidelity Management & Research Company LLC Subadviser: FMR UK, FMR HK, FMR Japan	0.56%	33.45%	16.65%	11.61%
US Equity	Equity-Income Portfolio - Initial Class Fidelity Management & Research Company LLC Subadviser: FMR UK, FMR HK, FMR Japan	0.47%	10.65%	12.30%	8.58%
Allocation	Freedom 2010 Portfolio - Initial Class Fidelity Management & Research Company LLC	0.40%	9.48%	5.53%	4.56%
Allocation	Freedom 2020 Portfolio - Initial Class Fidelity Management & Research Company LLC	0.47%	12.40%	7.47%	5.73%
Allocation	Freedom 2030 Portfolio - Initial Class Fidelity Management & Research Company LLC	0.52%	14.70%	9.28%	6.85%
Allocation	Freedom 2040 Portfolio - Initial Class Fidelity Management & Research Company LLC	0.61%	18.87%	11.92%	8.14%
Allocation	Freedom 2050 Portfolio - Initial Class Fidelity Management & Research Company LLC	0.62%	19.45%	12.02%	8.19%
US Fixed Income	Government Money Market Portfolio - Initial Class Fidelity Management & Research Company LLC Subadviser: FMR UK, FMR HK, FMR Japan	0.27%	4.89%	1.72%	1.11%
US Equity	Growth Portfolio - Initial Class Fidelity Management & Research Company LLC Subadviser: FMR UK, FMR HK, FMR Japan	0.58%	36.24%	19.64%	14.80%
US Fixed Income	High Income Portfolio - Initial Class Fidelity Management & Research Company LLC Subadviser: FMR UK, FMR HK, FMR Japan	0.77%	10.48%	3.87%	3.40%
US Equity	Index 500 Portfolio - Initial Class Fidelity Management & Research Company LLC Subadviser: Geode Capital Management, LLC	0.10%	26.19%	15.56%	11.92%
US Fixed Income	Investment Grade Bond Portfolio - Initial Class Fidelity Management & Research Company LLC Subadviser: FMR UK, FMR HK, FMR Japan	0.38%	6.20%	1.97%	-2.26%

A-1

FUND TYPE	PORTFOLIO AND ADVISER/SUBADVISER	CURRENT EXPENSES	AVERAGE ANNUAL TOTAL RETURNS (as of 12/31/2023)
FUND TYPE	PORTFOLIO AND ADVISER/SUBADVISER	CURRENT EXPENSES	1 YEAR	5 YEAR	10 YEAR
US Fixed Income	Limited-Term Bond Portfolio* - T. Rowe Price Associates, Inc. (T. Rowe Price or Price Associates) Subadviser: T. Rowe Price International Ltd (Price International), T. Rowe Price Hong Kong Limited (Price Hong Kong)	0.50%	4.94%	1.86%	1.38%
US Equity	MetLife Russell 2000® Index Portfolio - Class A Brighthouse Investment Advisers, LLC Subadviser: MetLife Investment Management, LLC	0.32%	16.80%	9.90%	7.16%
US Equity	Mid Cap Portfolio - Initial Class Fidelity Management & Research Company LLC Subadviser: FMR UK, FMR HK, FMR Japan	0.57%	15.08%	12.45%	8.12%
US Equity	Mid-Cap Growth Portfolio§ - T. Rowe Price Associates, Inc. (T. Rowe Price or Price Associates) Subadviser: T. Rowe Price Investment Management, Inc.	0.84%	19.96%	11.63%	10.50%
Allocation	Moderate Allocation Portfolio* - T. Rowe Price Associates, Inc. (T. Rowe Price or Price Associates) Subadviser: T. Rowe Price Investment Management, Inc. (Price Investment Management), T. Rowe Price International Ltd (Price International), T. Rowe Price Hong Kong Limited (Price Hong Kong)	0.85%	15.35%	7.31%	5.91%
International Equity	Overseas Portfolio - Initial Class Fidelity Management & Research Company LLC Subadviser: FMR UK, FMR HK, FMR Japan, FIA, FIA(UK) and FIJ	0.73%	20.55%	9.99%	4.91%
Sector	Real Estate Portfolio - Initial Class Fidelity Management & Research Company LLC Subadviser: FMR UK, FMR HK, FMR Japan	0.60%	11.19%	5.22%	6.04%
US Equity	Value Portfolio - Initial Class Fidelity Management & Research Company LLC Subadviser: FMR UK, FMR HK, FMR Japan	0.60%	19.79%	15.98%	9.99%

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

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

A-2

To learn more about the Policy, you should read the SAI dated the same date as this Prospectus and is incorporated by reference into this Prospectus. It includes additional information about the Policies and the Separate Account. For a free copy of the SAI, please visit dfinview.com/metlife/tahd/MET000232 or call 1-800-756-0124 or write to us at our Administrative Office. To receive free personalized illustrations of death benefits and Cash Values, and to request other information about the Policy or to make inquiries, please call 1-800-756-0124 or write to us at our Administrative Office. The mailing address for our Administrative Office is: MetLife GVUL; Suite 600; 11330 Olive Boulevard; St Louis, MO 63141.

EDGAR ID: C000018816

April 29, 2024

Group and Individual Flexible Premium Variable Life Insurance Policies (DWS C)

Issued by Paragon Separate Account B of

Metropolitan Life Insurance Company

Direct all correspondence and inquiries to the Administrative Office:
METLIFE GVUL

Administrative Office, Suite 600, 11330 Olive Boulevard, St. Louis, Mo 63141
Phone number: (800) 756-0124

PROSPECTUS

This Prospectus describes flexible premium variable life insurance policies (the “Group Contracts”) offered by Metropolitan Life Insurance Company (the “Company,” “Metropolitan Life,” “MetLife,” “we,” “our,” or “us”) which are designed for use in Employer-sponsored insurance programs. When a Group Contract is issued, Certificates showing the rights of the Owners and/or Insureds will be issued under the Group Contract. We will amend a Certificate issued under a Group Contract so that it will continue in force as an Individual Policy in certain circumstances. The terms of the Certificate and the Individual Policy differ only with respect to provisions relating to the Group Contract that do not apply to the Individual Policy. Definitions of Group Contract, eligible participants, actively at work requirement, and the provisions regarding termination of the Group Contract do not appear in the Individual Policy. The Certificate and the Individual Policy are collectively referred to in this Prospectus as “Policy” or “Policies.”

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

Interests in the Separate Account and the Portfolios are not deposits or obligations of, or insured or guaranteed by, the U.S. Government, any bank or other depository institution including the Federal Deposit Insurance Corporation (“FDIC”), the Federal Reserve Board or any other agency or entity or person.

TABLE OF CONTENTS

IMPORTANT INFORMATION YOU SHOULD CONSIDER ABOUT THE POLICY	4
OVERVIEW OF THE POLICY	6
FEE TABLES	7
PRINCIPAL RISKS	9
ISSUING THE POLICY	12
General Information	12
Procedural Information	13
Right to Examine Policy (Free Look Right)	14
Ownership Rights	15
Modifying the Policy	15
PREMIUMS	16
Minimum Initial Premium	16
Premium Flexibility	16
Continuance of Insurance	16
Premium Limitations	17
Modified Endowment Contracts	17
Allocation of Net Premiums and Cash Value	17
THE COMPANY	18
The Company	18
Guarantee of Insurance Obligations	18
THE SEPARATE ACCOUNT AND THE PORTFOLIOS	19
The Separate Account	19
The Portfolios	20
POLICY VALUES	23
Cash Value	23
Cash Surrender Value	23
Cash Value in Each Separate Account Division	23
POLICY BENEFITS	24
Standard Death Benefit	24
Payment of the Death Benefit	24
Standard Death Benefit Options	25
Changing Death Benefit Options	26
Changing Face Amount	26
Changing Owner or Beneficiary	27
Surrender and Partial Withdrawals	27
Transfers	28
Restrictions on Frequent Transfers	29
Restrictions on Large Transfers	30
Loans	31
Conversion Right to a Fixed Benefit Policy	32
Eligibility Change Conversion	32
Payment of Benefits at Maturity	33
Telephone, Facsimile, Email and Internet Requests	33
POLICY LAPSE AND REINSTATEMENT	34
Lapse	34

Reinstatement	34
CHARGES AND DEDUCTIONS	35
Transaction Charges	35
Periodic Charges	36
Federal Taxes	38
Variations in Charges	38
Portfolio Charges and Expenses	39
FEDERAL TAX MATTERS	39
ADDITIONAL BENEFITS AND RIDERS	44
DISTRIBUTION OF THE POLICIES	47
Distributing The Policies	47
Commissions Paid to Selling Firms	48
Compensation Paid to Selling Firms and Other Intermediaries	48
GENERAL PROVISIONS OF THE GROUP CONTRACT	50
Issuance	50
Premium Payments	50
Grace Period	50
Termination	50
Right to Examine Group Contract	50
Entire Contract	50
Incontestability	51
Ownership of Group Contract	51
GENERAL MATTERS RELATING TO THE POLICY	51
Postponement of Payments	51
STATE VARIATIONS	51
LEGAL PROCEEDINGS	52
FINANCIAL STATEMENTS	52
GLOSSARY	53
APPENDIX A: PORTFOLIOS AVAILABLE UNDER THE POLICY	A-1

IMPORTANT INFORMATION YOU SHOULD CONSIDER ABOUT THE POLICY

FEES AND EXPENSES

LOCATION IN

PROSPECTUS

Charges for Early

Withdrawals

None

—

Transaction Charges

You may be subject to transaction charges that may apply if you

surrender your Policy or make a partial withdrawal. You also may be

charged for other transactions, such as when you make a premium

payment, transfer Cash Value between investment options, or

exercise your Accelerated Death Benefit Settlement Option Rider.

Charges and

Deductions — Transaction

Charges

Ongoing Fees and Expenses (annual charges)	In addition to charges described above, an investment in the Policy is subject to certain ongoing fees and expenses, including a mortality and expense risk charge and a monthly deduction covering the cost of insurance under the Policy, monthly administrative charge and optional benefits added by rider, and such fees and expenses are set based on characteristics of the Insured (e.g., the age and rate class of the covered person) as well as the Group characteristics. Please refer to the specifications page of your Policy for applicable rates. You will also bear expenses associated with the Portfolios available under your Policy, as shown in the following table:			Charges and Deductions – Monthly Deduction Charges and Deductions – Mortality and Expense Risk Charge Charges and Deductions – Portfolio Charges and Expenses
	ANNUAL FEE	MIN	MAX
	Investment options (Portfolio fees and charges)	0.39%	1.09%

	RISKS	LOCATION IN PROSPECTUS
Risk of Loss	You can lose money by investing in this Policy, including loss of principal.	Principal Risks
Not a Short-Term Investment	The Policies are designed to provide insurance protection. They should not be used as a short-term investment or if you need ready access to cash, because you will be charged when you make premium payments and you will also pay a transaction fee on partial withdrawals. In addition, withdrawals may be subject to ordinary income tax and tax penalties.	Principal Risks
Risks Associated with Investment Options	An investment in this Policy is subject to the risk of poor investment performance and can vary depending on the performance of the Portfolios available under the Policy. Each investment option has its own unique risks. You should review the investment options before making an investment decision.	Principal Risks
Insurance Company Risks	Investments in the Policy are subject to the risks related to Metropolitan Life including any obligations, guarantees, and benefits of the Policy, including any death benefit, which are subject to the claims paying ability of Metropolitan Life. If Metropolitan Life experiences financial distress, it may not be able to meet its obligations to you. More information about Metropolitan Life, including its financial strength ratings, is available upon request by calling (800) 756-0124 or visiting: https://www.metlife.com/about-us/ corporate-profile/ratings.	Principal Risks

RISKS

LOCATION IN

PROSPECTUS

Contract Lapse

Your Policy may lapse if you have paid an insufficient amount of

premiums or if the investment experience of the Portfolios is poor

and the Cash Surrender Value under your Policy is insufficient to

cover the monthly deduction. Lapse of a Policy on which there is an

outstanding loan may have adverse tax consequences. If the Policy

lapses, no death benefit will be paid. A Policy may be reinstated if

the conditions for reinstatement are met including the payment of

required premiums.

Principal Risks

	RESTRICTIONS	LOCATION IN PROSPECTUS
Investments	At the present time, no charge is assessed against the Cash Value of a Policy when amounts are transferred among the Divisions of the Separate Account, but we reserve the right to impose a charge of $25 to cover administrative costs incurred in processing any transfer in excess of 12 in a Policy year. Policy Owners may transfer Cash Value between and among the Divisions. Restrictions may apply to frequent transfers. Metropolitan Life reserves the right to remove or substitute portfolio companies as investment options that are available under the Policy.	Features of the Policy – Transfers
Optional Benefits	Rider availability is subject to your Employer making the rider available. Depending upon your Employer’s requirements, certain Policy riders may only be able to be added to in force Policies during the Employer’s annual enrollment. With respect to the dependent life benefit riders (child coverage or spouse coverage), depending upon your Employer’s elected rider benefit, you may also need to be on active status. You should check with your Employer regarding the availability of riders and whether you need to be on active status to elect the dependent life benefit (child coverage or spouse coverage).	Features of the Policy – Additional Benefits and Riders
	TAXES	LOCATION IN PROSPECTUS
Tax Implications	Consult with a tax professional to determine the tax implications of an investment in and payments received under this Policy. Withdrawals may be subject to ordinary income tax, and may be subject to tax penalties. Lapse of a Policy on which there is an outstanding loan may have adverse tax consequences.	Federal Tax Matters
	CONFLICTS OF INTEREST	LOCATION IN PROSPECTUS
Investment Professional Compensation	Your investment professional may receive compensation relating to your ownership of a Policy, both in the form of commissions and continuing payments. These investment professionals may have a financial incentive to offer or recommend the Policy over another investment.	Distribution of the Policies
Exchanges	Some investment professionals may have a financial incentive to offer you a new policy in place of your current Policy. You should only exchange your Policy if you determine, after comparing the features, fees, and risks of both policies, that it is better for you to purchase the new policy rather than continue to own your existing Policy.	Distribution of the Policies

OVERVIEW OF THE POLICY

Purpose of the Policy

Premium Payments

Where provided by an Employer, the minimum initial premium and the planned premium will be remitted to us by the Employer on your behalf pursuant to a premium payment schedule (the “Payroll Deduction Plan”). You must authorize the amount of the premiums remitted by the Employer. If the Employer does not provide a Payroll Deduction Plan, you must pay the minimum premium and the planned premium directly to us. In addition to planned premiums, you may send unscheduled premium payments directly to us at any time and in any amount, subject to the minimum and maximum premium limitations. No insurance will take effect until the minimum initial premium set forth in the specifications pages of the Policy is paid, and the health and other conditions, including eligibility of the Insured described in the application for insurance, must not have changed. The Contractholder or Employer will pay the initial premium on your behalf. The initial premium for a Policy must at least equal one-twelfth (1/12th) of the planned annual premium for the Policy set forth in the specifications pages. Every premium payment (other than a planned premium) paid must be at least $20. We will not accept any premium payment that would cause your total premiums to exceed current maximum premium limitations that qualify the Policy as life insurance according to federal tax laws. The planned premium is an amount that you arrange to pay for the Policy that is based on the requested initial Face Amount, the Issue Age of the Insured and the charges under the Policy. You are not required to pay premiums equal to the planned premium. Premium payments made directly to us should be sent to our Administrative Office. The payment of a given premium will not necessarily guarantee that your Policy will remain in force. Rather, this depends on the Policy’s Cash Surrender Value. Insufficient premiums may result in lapse of the Policy. Premiums may be allocated among the investment options. If you terminate your participation in optional benefits which have allocations to specific Divisions, you will remain invested in the same Divisions until you request allocations to different Divisions. Additional information about each Portfolio including its Portfolio type, advisers and any sub-advisers as well as current expenses and certain performance information is included in Appendix A.

Features of the Policy

•

Death Benefit Option A is a “Level Type” death benefit equal to the Face Amount of the Policy, or, if greater, a percentage of Cash Value based on federal tax law requirements.

•

Surrenders. At any time that a Policy is in effect, you may elect to surrender the Policy and receive its Cash Surrender Value. A surrender may have tax consequences.

Transfers. Subject to certain restrictions, you may transfer Cash Value among the Divisions of the Separate Account. (An Owner has additional transfer rights under the Policy, including, but not limited to, the conversion privilege by which, within the first two years of the Issue Date of the Policy, an Owner may, upon written request, convert a Policy still in force to a fixed benefit life insurance policy.) We may restrict transfers in the future or even revoke the transfer privilege for certain Policy Owners. For additional information on the restrictions we may impose on transfers and the costs and risks to you that can result from disruptive trading activities, see “Transfers.”

Loans. After the first Policy Anniversary, you may borrow against the Cash Value of the Policy. We transfer a portion of the Cash Value equal to the amount of the loan, and an amount equal to the present value of the loan interest due, from each Division of the Separate Account to the Loan Account as collateral for the loan. The maximum amount you may borrow is an amount equal to 85% of the Cash Value on the date the loan is requested less any outstanding Indebtedness. We charge interest on the amount of the Policy Loan at an annual rate of 8%. We will credit interest on amounts in the Loan Account at an annual rate of at least 5%. Loans may have tax consequences.

Additional Benefits and Riders. We offer several optional insurance benefits and riders that provide supplemental benefits under the Policy. These are the Children’s Life Insurance Rider, Spouse’s Life Insurance Rider and the Accelerated Death Benefit Settlement Option Rider. We generally deduct any monthly charges for these options and riders from the Cash Value as part of the monthly deduction. These riders may not be available in all states and some Group Contracts or Employer-sponsored insurance programs may not offer certain riders. Please contact us at our Administrative Office for further details.

FEE TABLES

The first table describes the fees and expenses that you will pay at the time that you buy the Policy, surrender or make withdrawals from the Policy, or transfer cash between investment options.

Transaction Fees

Charge	When Charge is Deducted	Maximum Amount Deducted
Maximum Premium Expense Charge (load)
•For Policies issued under Group Contracts	Upon Receipt of Premium Payment	1.00% of each premium payment
•For Policies treated as individual contracts under Omnibus Budget Reconciliation Act of 1990	Upon Receipt of Premium Payment	2.00% of each premium payment
Premium Tax Charge	Upon Receipt of Premium Payment	2.25% of each premium payment
Partial Withdrawal Charge	Upon each partial withdrawal from the Policy	$25(1)
Transfer Charge	Upon transfer in excess of 12 in a Policy Year	$25 per transfer(2)
Accelerated Death Benefit Settlement Option Rider Administrative Charge	At the time an accelerated death benefit is paid	$100(2)

(1)

The partial withdrawal charge is the lesser of $25 or 2% of the amount withdrawn.

(2)

We currently waive this charge.

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

Periodic Charges Other Than Annual Portfolio Expenses

Charge	When Charge is Deducted	Maximum Amount Deducted
Base Contract Charges:
Cost of Insurance(1)
•Minimum and Maximum Charge	Monthly	$0.15 to $31.67 per $1,000 of net amount at risk
•Charge for a Representative Insured(2)	Monthly	$0.45 per $1,000 of net amount at risk
Administrative Charge(3)	Monthly	$6.00
Mortality and Expense Risk Charge(4)	Daily	0.90% (annually) of the net assets of each Division of the Separate Account
Loan Interest Spread(5)	Annually	3.0
Optional Benefit Charges:
Children’s Life Insurance Rider	Monthly	$0.41 per $1,000 of coverage
Spouse’s Life Insurance Rider (6)
•Minimum and Maximum Charge	Monthly	$0.16 to $5.16 per $1,000 of coverage
•Charge for a Representative Insured (7)	Monthly	$1.24 per $1,000 of coverage

(1)

(2)

A representative Insured is a person with an attained age of 45, actively at work.

(3)

The maximum administrative charge we can apply to Policies under any Group Contract can vary but will not exceed the amounts in the table. Please refer to your Policy Schedule Page for the administrative charge that applies to your Policy.

(4)

The Mortality and Expense Risk Charge is currently 0.75% (annually) of the net assets of each Division of the Separate Account.

(5)

The maximum amount of interest we charge is 8% and the minimum amount of interest we credit is 5% for a maximum loan interest spread of 3%.

(6)

Charges for this rider vary based on the Insured’s individual characteristics. The rider charges shown in the table may not be representative of the charge that you will pay. Your Policy will indicate the charges applicable to your Policy. More detailed information concerning your charges is available on request from our Administrative Office.

(7)

For Spouse’s Life Insurance Rider, a representative Insured is an Employee’s spouse that has an attained age of 58.

Annual Portfolio Operating Expenses

	Minimum	Maximum
Annual Portfolio Operating Expenses (expenses that are deducted from Portfolio assets, including management fees, distribution and/or service (12b-1) fees, and other expenses)	0.39%	1.09%

PRINCIPAL RISKS

Investment Risk

If you invest your Cash Value in one or more Divisions of the Separate Account, then you will be subject to the risk that the investment performance of the Divisions will be unfavorable and that the Cash Value will decrease. An investment in this Policy is subject to the risk of poor investment performance and can vary depending on the performance of the Portfolios available under the Policy. Each investment option has its own unique risks. You should review the investment options before making an investment decision. A comprehensive discussion of the risks of each of the Portfolios may be found in each Portfolio’s prospectus. Please refer to the prospectuses for the Portfolios for more information. There is no assurance that any of the Portfolios will achieve its stated investment objective. In addition, we deduct Policy fees and charges from your Cash Value, which can significantly reduce your Cash Value. During times of poor investment performance, this deduction will have an even greater impact on your Cash Value. You could lose everything you invest and your Policy could lapse without value, unless you pay additional premium.

Risk of an Increase in Current Fees and Expenses

Policy Lapse

Limitations on Access to Cash Value

We limit partial withdrawals of cash value from the Policies. You may not take a partial withdrawal in the first Policy year. Thereafter, you may make up to one partial withdrawal each Policy Month. The minimum amount of a partial withdrawal, net of any transaction charges, is currently $200. The minimum amount that can be withdrawn from any one Division is the lesser of $50 or the Policy’s Cash Value in that Division. The maximum amount that can be withdrawn, including the partial withdrawal transaction charge, is the Loan Value.

Limitations on Transfers

We do not currently charge for transfers, but we reserve the right to charge up to $25 per transfer to cover administrative costs incurred in processing any transfer in excess of 12 in a Policy year, except for transfers under the Automated Investment Strategies. We have adopted procedures to limit excessive transfer activity. In addition, each Fund may restrict or refuse certain transfers among, or purchases of shares in their Portfolios as a result of certain market timing activities. You should read each Portfolio’s prospectus for more details. The minimum amount that you must transfer is currently $250, or, if less, the Policy’s Cash Value in a Division.

Tax Treatment

You should consult a qualified tax adviser for assistance in all Policy-related tax matters.

Surrender and Partial Withdrawals (Short-Term Investment Risk)

We designed the Policy to meet long-term financial goals. To best realize the benefits available through the Policy, including the benefit of tax deferred build-up of Cash Value, you should purchase the Policy only if you have the financial ability to keep it in force for a substantial period of time. You should not purchase the Policy if you intend to surrender all or part of the Policy in the near future. The Policy is not suitable as a short-term savings vehicle. A surrender, in whole or in part, may have tax consequences and may increase the risk that your Policy will lapse.

Loans

A Policy Loan, whether or not repaid, will affect Cash Value over time because we subtract the amount of the Policy Loan from the Divisions of the Separate Account and hold that amount in the Loan Account. This loan collateral does not participate in the investment performance of the Divisions of the Separate Account.

Pandemics and Other Public Health Issues, and Other Events

Cybersecurity

Portfolios; impact our ability to calculate Accumulation Unit Values; cause the release and possible loss or destruction of confidential Policy Owner or business information; impede order processing or cause other operational issues; and result in regulatory enforcement actions or new laws or regulations which could increase our compliance costs. Although we continually make efforts to identify and reduce our exposure to cybersecurity risk, and we require our critical vendors to implement effective cybersecurity and data protection measures, there is no guarantee that we will be able to successfully manage this risk at all times.

Terrorism and Security Risk

The continued threat of terrorism, ongoing or potential military conflict and other actions, and heightened security measures may cause economic uncertainty and result in loss of life, property damage, additional disruptions to commerce and reduced economic activity. The value of MetLife's investment portfolio may be adversely affected by declines in the credit and equity markets and reduced economic activity caused by such threats. Companies in which we maintain investments may suffer losses as a result of financial, commercial or economic disruptions, and such disruptions might affect the ability of those companies to pay interest or principal on their securities or mortgage loans. Terrorist or military actions also could disrupt our operations centers and result in higher than anticipated claims under our insurance policies.

Insurance Company Risks

Policies are subject to the risks related to Metropolitan Life. Any obligations, guarantees, and benefits of the Policy are subject to the claims paying ability of Metropolitan Life. If Metropolitan Life experiences financial distress, it may not be able to meet its obligations to you. More information about Metropolitan Life, including its financial strength ratings, is available upon request by calling (800)756-0124.

ISSUING THE POLICY

General Information

Procedural Information

We generally will issue a Group Contract to Employers whose Employees and/or their spouses meet the eligibility requirements for Owners (and/or Insureds) under the Group Contract. The class(es) of Employees covered by a particular Group Contract is/are set forth in that Group Contract’s specifications pages.

We will issue the Group Contract upon receipt and acceptance at our Administrative Office of an application for group insurance signed by an appropriate officer of the employer. (See “General Provisions of the Group Contract — Issuance.”) Individuals (i.e., eligible Employees and/or their spouses) wishing to purchase a Policy whether under a Group Contract or an Employer-sponsored insurance program must complete the appropriate application for individual insurance and submit it to our authorized representative or us at our Administrative Office. We will issue to each Contractholder a Certificate to give to each Owner.

We will amend a Certificate issued under a Group Contract automatically so that it will continue in force as an Individual Policy with the same rights, benefits, and guaranteed charges:

•

to persons who wish to continue coverage after a Group Contract has terminated;

•

to persons who wish to continue coverage after they no longer are employed by the Group Contractholder.

Acceptance of an application is always subject to our underwriting rules, and we reserve the right to reject an application for any reason permitted by law.

The Contractholder also may require that an individual be its Employee as of a certain date or for a certain period of time. We will set forth this date or time period in the Group Contract specifications pages. Employees of any Associated Companies of the Contractholder will be considered Employees of the Contractholder. We also may consider as an eligible Employee an individual who is an independent contractor working primarily for the sponsoring employer. If the employer is a partnership, a partner may be an eligible Employee.

Guaranteed Issue. We generally will issue the Policy and any spouse and children’s insurance Rider applied for by the Employee pursuant to our guaranteed issue underwriting procedure. We offer the guaranteed issue procedure only when an Employee is first given the opportunity to purchase a Policy. Under this procedure, the Employee is only required to answer qualifying questions in the application for Individual Insurance; the Employee is not required to submit to a medical or paramedical examination. The maximum Face Amount that an Employee can

generally apply for under the guaranteed issue procedure (“Guaranteed Issue Amount”) varies by Group Contract or Employer-sponsored insurance program.

Simplified Underwriting. We will follow simplified underwriting procedures rather than guaranteed issue procedures if:

•

the Face Amount exceeds the Guaranteed Issue Amount described above;

•

the Policy has previously been offered to the Employee;

•

the requirements for guaranteed issue set forth in the application for Individual Insurance are not met; or

•

the Policy is offered through programs for which guaranteed issue underwriting is not available.

In addition, we will follow simplified underwriting procedures in connection with the issuance of a spouse and children’s insurance rider, if the Employee is not eligible for guaranteed issue underwriting, or (even if the Employee is eligible for guaranteed issue underwriting) if the spouse or child does not satisfy the guaranteed issue underwriting requirements set forth in the application for Individual Insurance.

•

the appropriate application for Individual Insurance is signed;

•

the initial premium has been paid prior to the Insured’s death;

•

the Insured is eligible for the Policy; and

•

the information in the application is determined to be acceptable to the Company.

Right to Examine Policy (Free Look Right)

Initial Free Look Period. The free look period begins when you receive your Policy. The free look period generally ends within 20 days (or such longer period as state law requires) of your receiving the Policy or, if later, 45 days after you sign the application for coverage. During the free look period, any premiums that we have received will be allocated to the Divisions of the Separate Account, in accordance with your instructions. You may return the Policy during this period for a refund. We will refund an amount equal to all premiums paid under the Policy.

Ownership Rights

We will send all reports and other notices described herein or in the Policy directly to the Owner.

Modifying the Policy

Upon notice to you, we may modify the Policy:

•

to assure continued qualification of the Policy as a life insurance contract under the federal tax laws; or

•

to reflect a change in the Separate Account’s operation.

PREMIUMS

Minimum Initial Premium

Premium Flexibility

After the initial premium, and subject to the limitations described below, premiums may be paid in any amount and at any interval. Under Group Contracts the planned annual premium usually will be paid by the Contractholder or sponsoring Employer on behalf of the Owner pursuant to a planned premium payment schedule. A planned premium payment schedule provides for premium payments in a level amount at fixed intervals (usually monthly) agreed to by the Contractholder or sponsoring Employer and us. The Owner must authorize the amount of the premiums paid by the Contractholder or sponsoring Employer. Please note that if the Contractholder or sponsoring Employer does not remit premiums on a timely basis in accordance with the planned premium payment schedule, you may not participate in investment experience under the Policy until the premium has been received and credited to the Policy in accordance with our established administrative procedures. You may skip planned premium payments. Making planned premium payments does not guarantee that the Policy will remain in force. The Policy will not necessarily lapse if you fail to make planned premium payments. Rather, this depends on the Policy’s Cash Surrender Value. If the Cash Surrender Value on any monthly anniversary is less than the monthly deduction you will need to make a premium payment within the grace period to cover the monthly deduction.

Continuance of Insurance

Failure of the Contractholder to pay the planned premium payments authorized by its Employees may cause the Group Contract to terminate. If there is sufficient Cash Surrender Value to prevent the Policy from lapsing, the Individual Insurance provided will automatically continue even if the Group Contract terminates. Individual

Insurance also will continue if the Employee’s employment with the Contractholder or sponsoring Employer terminates. (See “Eligibility Change Conversion.”) In either circumstance, an Owner of a Certificate converted by amendment to an Individual Policy must establish a new schedule of planned premiums. Under the new schedule, the planned annual premium must remain the same, and the planned payment intervals may be no more frequent than quarterly. We will send you instructions on where to send your premium payments when we send you your amended Certificate.

Premium Limitations

Every premium payment paid must be at least $20. We do not accept payment of premiums in cash or by money order.

Modified Endowment Contracts

Allocation of Net Premiums and Cash Value

When you apply for a Policy, you give us instructions to allocate your net premiums to one or more Divisions of the Separate Account. If you fail to provide allocation instructions, we may allocate your net premiums as described in the application. We will allocate your net premiums according to the following rules:

•

The minimum percentage of any allocation to an investment option is 10 percent of the net premium.

•

Allocation percentages must be in whole numbers and the sum of the percentages must equal 100.

•

The initial net premium will be allocated on the Investment Start Date, which is the later of the Issue Date or the date we receive the initial premium at our Administrative Office.

•

You may change the allocation instructions for additional net premiums without charge at any time by

providing us with written notice. Any change in allocation will take effect at the end of the Valuation Period during which we receive the change.

THE COMPANY

The Company

Guarantee of Insurance Obligations

Policies issued before May 1, 2006 are subject to a guarantee. Under this guarantee Met Tower Life is responsible for ensuring that there will be sufficient funds to meet obligations under the Policies. Insurance obligations under the Policies include, without limitation, any death benefits payable under the Policies and withdrawals of Cash Value. The guarantee does not guarantee the amount of Cash Value or the investment performance of the Divisions available under the Policy. In the event an Owner of such a Policy presents a legitimate claim for payment, Met Tower Life will pay such claim directly to the Owner if MetLife is unable to make such payment. This guarantee is enforceable by such Owners against Met Tower Life directly without any requirement that Owners first file a claim against MetLife. The guarantee agreement is binding on Met Tower Life, its successors or assignees and Met Tower Life’s obligations under the guarantee agreement will terminate only if the guarantee is assigned to an organization having a financial rating from certain specified rating agencies equal to or better than Met Tower Life’s rating. With respect to the guarantee, Met Tower Life is relying on the exemption provided by Rule 12h-7 under the Securities Exchange Act of 1934.

THE SEPARATE ACCOUNT AND THE PORTFOLIOS

The Separate Account

includes, generally, limits on the amount and type of investments in its general account. However, there is no guarantee that we will be able to meet our claims paying obligations; there are risks to purchasing any insurance product.

The Portfolios

these advisory fees. (See the Portfolios’ prospectuses for more information.) The amount of the payments we receive is based on a percentage of assets of the Portfolios attributable to the Policies and certain other variable insurance products that we and our affiliates issue. These percentages differ and some advisers or subadvisers (or other affiliates) may pay us more than others. These percentages currently range up to 0.50%.

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

certain classes of purchasers. We will not substitute any shares without notice to the Owner and prior approval of the SEC, to the extent required by the 1940 Act or other applicable law.

•

eliminate or combine one or more Divisions;

•

substitute one Division for another Division; or

•

transfer assets between Divisions if marketing, tax, or investment conditions warrant.

We will notify all Owners of any such changes.

If we deem it to be in the best interests of persons having voting rights under the Policy, and to the extent any necessary SEC approvals or Owner votes are obtained, the Separate Account may be:

•

operated as a management company under the 1940 Act;

•

deregistered under that Act in the event such registration is no longer required; or

•

combined with other separate accounts of the Company.

To the extent permitted by applicable law, we may transfer the assets of the Separate Account associated with the Policy to another separate account.

Voting Portfolio Shares. Although we are the legal Owner of the Portfolio shares held in the Separate Account Divisions, and have the right to vote on all matters submitted to shareholders of the Portfolios, we will vote our shares only as Owners instruct, so long as such action is required by law.

If we do not receive voting instructions on time from some Owners, we will vote those shares in the same proportion as the timely voting instructions we receive and, therefore, the outcome of the vote could be decided by a few Owners who provide timely voting instructions. Should federal securities laws, regulations, or interpretations change, we may elect to vote Portfolio shares in our own right. If required by state insurance rules or if permitted under federal regulation, under certain circumstances we may disregard certain Owner voting instructions.

POLICY VALUES

Cash Value

The Cash Value of the Policy equals the sum of all values in the Loan Account, and each Division of the Separate Account. The Cash Value is determined first on the Investment Start Date, and then on each Valuation Date. The Cash Value has no guaranteed minimum amount, and may be more or less than premiums paid.

The Policy’s Cash Value varies from day to day, depending on the investment performance of the chosen Divisions, charges we deduct, and any other transactions (e.g., transfers, partial withdrawals, and loans). We do not guarantee a minimum Policy Cash Value.

Cash Surrender Value

Cash Value in Each Separate Account Division

Number of Accumulation Units. The number of units in any Division of the Separate Account at the end of any valuation day equals:

•

the initial accumulation units purchased at the unit value on the Issue Date; plus

•

accumulation units purchased with additional net premiums; plus

•

accumulation units purchased via transfers from another Division or the Loan Account; minus

•

accumulation units redeemed to pay for monthly deductions; minus

•

accumulation units redeemed to pay for partial withdrawals; minus

•

accumulation units redeemed as part of a transfer to another Division or the Loan Account.

Accumulation Unit Value. We determine an accumulation unit value, based upon the Net Investment Factor method, for each Division of the Separate Account to reflect how investment performance affects the Cash Value. Accumulation unit values will vary among Divisions, and may increase or decrease from one Valuation Period to the next. The accumulation unit value of any Division at the end of any Valuation Period equals:

•

the value of the net assets of the Division at the end of the preceding Valuation Period; plus

•

the investment income and capital gains, realized or unrealized, credited to the net assets of that Division during the Valuation Period for which the accumulation unit value is being determined; minus

•

the capital losses, realized or unrealized, charged against those net assets during the Valuation Period; minus

•

the daily mortality and expense risk charge (a charge not to exceed 0.90% annually); divided by

•

aggregate accumulation units outstanding in the Division at the end of the preceding Valuation Period.

POLICY BENEFITS

Standard Death Benefit

As long as the Policy remains in force, we will pay the death benefit proceeds to the Beneficiary once we receive at our Administrative Office (i) satisfactory proof of the Insured’s death, (ii) instructions on how to pay the proceeds, and (iii) any other documents, forms and information we need. We may require you to return the Policy. (If the Beneficiary dies before the Insured, we will generally pay the insurance proceeds, in a single sum, to the Owner, or, if the Owner is not living, to the Owner’s estate.) Payment of the death benefit proceeds will not be affected by termination of the Group Contract, the Employer-sponsored insurance program, or an employee’s employment.

Death benefit proceeds equal:

•

the death benefit (described below); plus

•

any additional insurance provided by rider; minus

•

any unpaid monthly deductions; minus

•

any outstanding Indebtedness.

Payment of the Death Benefit

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

Standard Death Benefit Options

Under Option A, the death benefit is:

•

the current Face Amount of the Policy or, if greater,

•

the applicable percentage of Cash Value on the date of death.

Under Option B, the death benefit is:

•

the current Face Amount plus the Cash Value of the Policy or, if greater,

•

the applicable percentage of the Cash Value on the date of death. The applicable percentage is the same as under Option A.

Changing Death Benefit Options

Changing Face Amount

$5,000, and the Face Amount may not be increased to more than the maximum Face Amount for that Policy. The maximum Face Amount varies by Plan. However, in connection with a particular Group Contract or Employer-sponsored insurance program, we may establish a substantially higher Face Amount for Policies issued under that Contract or Employer-sponsored insurance program. Although an increase need not necessarily be accompanied by additional premium, the Cash Surrender Value in effect immediately after the increase must be sufficient to cover the next monthly deduction. An increase in the Face Amount may result in certain additional charges. For example, we determine the cost of insurance separately for the initial Face Amount and for any increases in Face Amount.

Changing Owner or Beneficiary

The Owner may change the ownership and/or Beneficiary designation by written request in a form acceptable to us at any time during the Insured’s lifetime. We may require that the Certificate be returned for endorsement of any change. The change will take effect as of the date the Owner signs the written request, whether or not the Insured is living when the request is received by us. We are not liable for any payment we make or any action we take before we receive the Owner’s written request. If the Owner is also a Beneficiary of the Policy at the time of the Insured’s death, the Owner may, within 60 days of the Insured’s death, designate another person to receive the Policy proceeds. Changing the Owner may have adverse tax consequences. The Owner should consult a tax adviser before doing so.

Surrender and Partial Withdrawals

During the lifetime of the Insured and while a Policy is in force, you may surrender the Policy or make a partial withdrawal of the Cash Value. We generally will forward amounts payable upon surrender or a partial withdrawal within seven days of receipt of your request. We may postpone payment of surrenders and partial withdrawals under certain conditions. Surrenders and partial withdrawals may have federal income tax consequences.

The minimum amount of a partial withdrawal, net of any transaction charges, is currently $200. We reserve the right to increase this minimum amount up to $500. The minimum amount that can be withdrawn from any one Division is the lesser of $50 or the Policy’s Cash Value in that Division. The maximum amount that can be withdrawn, including the partial withdrawal transaction charge, is the Loan Value. The partial withdrawal transaction charge equals the lesser of $25 or 2% of the amount withdrawn. Subject to the above conditions, you may allocate the amount withdrawn among the Divisions. If no allocation is specified, we will deduct the amount of the partial withdrawal (including any partial withdrawal transaction charge) from the Divisions on a pro-rata basis (that is, based on the proportion that the Policy’s Cash Value in each Division bears to the unloaned Cash Value of the Policy). If, following a partial withdrawal, insufficient funds remain in a Division to pay the partial withdrawal transaction charge as allocated, the unpaid charges will be allocated equally among the remaining Divisions. You may request that the partial withdrawal transaction charge be paid from your Cash Value in a particular Division. You may not make a partial withdrawal if, or to the extent that, the partial withdrawal would reduce the Face Amount below $25,000.

A partial withdrawal can affect the Face Amount, the death benefit and the net amount at risk (which is used to calculate the cost of insurance charge). If death benefit Option A is in effect and the death benefit equals the Face Amount, we will reduce the Face Amount, and thus the death benefit, by the amount of the partial withdrawal (plus the partial withdrawal transaction charge). If Option B is in effect and the death benefit equals the Face Amount plus the Cash Value, we will not reduce the Face Amount, but will reduce the Cash Value and, thus, the death benefit by the amount of the partial withdrawal (plus the partial withdrawal transaction charge). If however, the death benefit is in a “tax corridor” under either Option A or Option B, that is, if the death benefit equals the Cash Value multiplied by a percentage based on federal tax law requirements described in Section 7702(d) of the Code, then we will reduce the Face Amount to the extent that the amount of the partial withdrawal (plus the partial withdrawal transaction charge) exceeds the amount equal to the difference between the death benefit and the Face Amount. We will reduce the death benefit correspondingly. (See “PolicyBenefits — Standard Death Benefit Options.”) Face Amount decreases resulting from partial withdrawals will first reduce the most recent Face Amount increase, then the most recent increases in succession, and lastly the initial Face Amount.

Transfers

You may transfer Cash Value, not including amounts credited to the Loan Account, among the Divisions available with the Policy. You may request a transfer in writing on a form provided by us (by mail, email or facsimile) to our Administrative Office or via the Internet. The following terms apply to transfers under a Policy:

•

We will make transfers and determine all values in connection with transfers as of the end of the Valuation Period during which the transfer request is received at our Administrative Office. Transfer requests received before the New York Stock Exchange closes for regular trading receive same-day pricing. If we receive a transfer request after the New York Stock Exchange closes (usually 4:00 p.m. Eastern Time) for regular trading, we will process the order using the accumulation unit value for the Division determined at the close of the next regular trading session of the New York Stock Exchange.

•

We will consider all transfer requests received on the same Valuation Day as a single transfer request.

•

The minimum amount that you must transfer is currently $250, or, if less, the Policy’s Cash Value in a Division. Where a single transfer request calls for more than one transfer, and not all of the transfers would meet the minimum requirements, we will make those transfers that do meet the requirements. Transfers resulting from Policy Loans will not be counted for purposes of the limitations on the amount or frequency of transfers allowed in each month or year.

•

We may impose a charge of $25 for each transfer in excess of 12 in a Policy Year.

Restrictions on Frequent Transfers

The following Portfolios are “Monitored Funds”:

•

DWS CROCI® International VIP

•

DWS Global Income Builder VIP

•

DWS Global Small Cap VIP

•

DWS Small Mid Cap Growth VIP

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

Restrictions on Large Transfers

transfers” where transfer requests have been submitted on behalf of multiple Owners by a third party such as an investment adviser. When we detect such large trades, we may impose restrictions similar to those described above where future transfer requests from that third party must be submitted in writing with an original signature. A first occurrence will result in a warning letter; a second occurrence will result in the imposition of the restriction for a six-month period; a third occurrence will result in the permanent imposition of the restriction.

Loans

Loan Privileges. After the first Policy Anniversary, you may, by request in writing on a form provided by us (by mail, email or facsimile) to our Administrative Office or via the Internet, borrow an amount up to the Loan Value of the Policy, with the Policy serving as sole security for such loan. The Loan Value is equal to (a) minus (b), where:

(a)

is 85% of the Cash Value of the Policy on the date the Policy Loan is requested; and

(b)

is the amount of any outstanding Indebtedness.

We will process each loan request at the accumulation unit values determined at the end of the Valuation Period during which we receive your request.

When a Policy Loan is made, we will transfer Cash Value equal to the amount of the loan to the Loan Account as collateral for the loan. We will also transfer an amount equal to the loan interest due at the next Policy Anniversary, discounted at an interest rate equal to the current Loan Account crediting rate. Unless you request a different allocation, we will transfer amounts from the Divisions of the Separate Account in the same proportion that the Policy’s Cash Value in each Division bears to the unloaned Cash Value. This will reduce the Policy’s Cash Value in the Separate Account. These transactions will not be considered transfers for purposes of the limitations on transfers.

Interest Rate Charged For Policy Loans. We charge you 8% interest per year on a loan. Loan interest is due and payable in arrears on each Policy Anniversary or for the duration of the Policy Loan, if shorter. If you do not pay the interest charged when it is due, we will transfer to the Loan Account an amount of Cash Value equal to the interest due. We will deduct the amount transferred from the Divisions in the same proportion that the Cash Value in each Division bears to the unloaned Cash Value.

Loan Account Interest Rate Credited. Amounts in the Loan Account will earn interest daily at an annual rate of at least 5%. The Loan Account interest credited will be transferred to the Divisions: (i) each Policy Anniversary; (ii) when a new loan is made; (iii) when a loan is partially or fully repaid; and (iv) when an amount is needed to meet a monthly deduction.

Repayment of Indebtedness. You may repay all or part of your Indebtedness at any time while the Insured is living and the Policy is in effect. All repayments should be made directly to us at our Administrative Office. Upon repayment, we will allocate an amount equal to the loan repayment (but not more than the amount of the outstanding Indebtedness) from the Loan Account back to the Separate Account Divisions on the same proportionate basis on which we originally transferred the loan collateral from the Divisions (described above).

We will treat amounts paid while a Policy Loan is outstanding as premiums unless you request in writing that the payments be treated as repayment of Indebtedness.

Conversion Right to a Fixed Benefit Policy

You may, upon written request, convert a Policy still in force to a life insurance policy that provides benefits that do not vary with the investment return of the Divisions. If, during the first two Policy Years, you request in writing to exercise the conversion right, the transfer will not be subject to a transaction charge or to transfer limits. At the time of the transfer, there will be no effect on the Policy’s death benefit, Face Amount, net amount at risk, risk class or Issue Age. If you exercise your one-time conversion right, no evidence of insurability will be required. However, we will require that the Policy be in force and that the Owner repay any existing Indebtedness.

Eligibility Change Conversion

As long as the Certificate is in force, an Insured’s coverage will continue even if an Insured’s eligibility under a Group Contract or Employer-sponsored insurance program ends because the Group Contract or Employer-sponsored insurance program terminates or the Employee’s employment ends. Even if the Certificate has lapsed and is not in force, the right to reinstate and to convert a lapsed Certificate remains despite the change in the Employee’s eligibility during the reinstatement period.

The Company may allow payment of planned premium through periodic (usually monthly) authorized electronic funds transfer. Of course, unscheduled premium payments can be made at any time. (See “Premiums.”)

Payment of Benefits at Maturity

Telephone, Facsimile, Email and Internet Requests

•

We will employ reasonable procedures to confirm that instructions are genuine.

•

If we follow these procedures, we are not liable for any loss, damage, cost, or expense from complying with instructions we reasonably believe to be authentic. You bear the risk of any such loss.

•

These procedures may include requiring forms of personal identification before acting upon instructions and/or providing written confirmation of transactions to you.

•

We reserve the right to suspend telephone, facsimile, email and/or Internet instructions at any time for any class of Policies for any reason.

POLICY LAPSE AND REINSTATEMENT

Lapse

Reinstatement

Reinstatement is subject to the following conditions:

•

Evidence of the insurability of the Insured satisfactory to us (including evidence of insurability of any person covered by a rider to reinstate the rider).

•

Payment or reinstatement of any Indebtedness. Any Indebtedness reinstated will cause a Cash Value of an equal amount also to be reinstated.

If you meet the requirements to reinstate a lapsed Policy your face amount will be reinstated to the amount in effect immediately prior to the lapse. If you reinstate a lapsed Policy and elect to reinstate any the Indebtedness existing immediately before the Policy lapsed, the corresponding collateral for the Indebtedness would also be reinstated as part of the Cash Value of the reinstated Policy. The amount of Cash Value on the date of reinstatement will be equal to the amount of any Indebtedness reinstated, increased by the net premiums paid at reinstatement and any loans paid at the time of reinstatement.

CHARGES AND DEDUCTIONS

We will deduct certain charges under the Policy in consideration for: (i) services and benefits we provide; (ii) costs and expenses we incur; (iii) risks we assume; and (iv) our profit expectations.

Services and benefits we provide:

•

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

•

investment options, including premium allocations,

•

administration of elective options, and

•

the distribution of reports to Owners.

Costs and expenses we incur:

•

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

•

overhead and other expenses for providing services and benefits,

•

sales and marketing expenses, and

•

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

Risks we assume:

•

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

•

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

Transaction Charges

Premium Expense Charge. Before we allocate net premiums among the Divisions pursuant to your instructions, we will reduce your premium payments by a front-end sales charge (“premium expense charge”) to compensate us for our costs in issuing the Policies. The maximum premium expense charge we can apply to any Policy can vary but will not exceed 1%. The net amount of premiums invested is shown on your Policy’s schedule page and reflects the deduction of the premium tax charge and the amount of premium expense charge that applies to your Policy. Please refer to your Policy Schedule page. For certain Policies that are deemed to be individual contracts under federal tax laws, we will reduce your premium payments by a premium expense charge that can vary but will not exceed 2% of each premium payment to compensate us for the anticipated higher corporate income taxes that result from the sale of such Policies. The current premium expense charge is up to 1%.

The sales charges will not change even if an Insured is no longer eligible under a Group Contract or Employer-sponsored insurance program, but continues coverage on an individual basis.

Premium Tax Charge. Many states and localities impose a tax on premiums received by insurance companies. These premium taxes vary from jurisdiction to jurisdiction and range from 0% to 5.0% of premiums paid. To cover these premium taxes, we will reduce premium payments by a premium tax charge of 2.25% from all Policies. The 2.25% charge may be higher or lower than actual premium taxes, if any, assessed in your location.

Periodic Charges

Monthly Deduction. We will make the monthly deduction on the Investment Start Date and on each succeeding Monthly Anniversary. We will make deductions from each Division in the same proportion that the Policy’s Cash Value in each Division bears to the unloaned Cash Value on the date the monthly deduction is made. Because portions of the monthly deduction, such as the cost of insurance, can vary from month to month, the monthly deduction also will vary.

The monthly deduction has several components:

•

the cost of insurance charge;

•

the premium tax charge;

•

a monthly administrative charge; and

•

the charges for any riders.

•

The current maximum cost of insurance is $6.97 per $1,000 of net amount at risk and the current minimum cost of insurance is $0.08 per $1,000 of net amount at risk.

Monthly Administrative Charge. We assess a monthly administrative charge from each Policy that is based upon the number of employees eligible to be covered at issue of a Group Contract or an Employer-sponsored insurance program. This charge compensates us for ordinary administrative expenses such as record keeping, processing death benefit claims and Policy changes, preparing and mailing reports, and overhead costs. The guaranteed maximum administrative charge that we can apply to Policies under any Group Contract can vary but will not exceed $6.00 per Policy per month during the first Policy Year and $3.50 per Policy per month in renewal years. The current administrative charge that we apply is up to $3.50 per month. Please refer to your Policy Schedule Page for the administrative charge that applies to your Policy.

These guaranteed maximum charges are guaranteed not to increase over the life of the Policy. The administrative charge will not change in the event that the Insured is no longer eligible for group coverage, but continues coverage on an individual basis. In addition, when we believe that lower administrative costs will be incurred in connection with a particular Group Contract or an Employer-sponsored insurance program we may modify the charge for that Group Contract or an Employer-sponsored insurance program.

•

Spouse’s Life Insurance Rider. This rider provides term insurance on the Insured’s spouse, as defined in the rider. To be eligible for insurance under the rider, the spouse must provide evidence of insurability at the time the application is signed. The death benefit will be payable to the named Beneficiary upon the death of the spouse. Under this rider, if we receive at our Administrative Office proof of the Insured’s death before the Policy Anniversary nearest the spouse’s 65th birthday, a limited 60-day continuation and exchange period begins, during which the rider may be exchanged for a new fixed-benefit policy on the life of the spouse. The spouse’s life insurance rider differs from an actual Policy issued on an employee’s spouse in that the rider provides only term insurance on the life of the spouse and does not provide for the accumulation of its own cash value. The current maximum charge for this rider is $1.24 per $1,000 of coverage and the current minimum charge is $0.62 per $1,000 of Coverage.

This charge compensates us for certain mortality and expense risks we assume. The mortality risk we assume is that an Insured may die sooner than anticipated and that we will pay an aggregate amount of death benefits greater than anticipated. The expense risk assumed is that expenses incurred in issuing and administering the Policy will exceed the amounts realized from the administrative charges assessed against the Policy. If this charge does not cover our actual costs, we absorb the loss. Conversely, if the charge more than covers our actual costs, we add the excess to our surplus. We expect to profit from this charge and may use such profits for any lawful purpose, including covering distribution and other expenses. The Mortality and Expense Risk Charge is currently 0.75% (annually) of the net assets of each Division of the Separate Account.

Federal Taxes

Variations in Charges

We may vary the amounts of charges described in this Prospectus as a result of such factors as: (1) differences in legal requirements in the jurisdictions where the Policies are sold; (2) differences in actual or expected risks, expenses, Policy persistency, premium payment patterns, or mortality experience among different categories of purchasers or insureds; and (3) changes in Policy pricing that we may implement from time to time. We may take into account additional information provided by prospective Contractholders in assessing these differences and determining any variances in charges, subject to our underwriting guidelines. Any such variations will be pursuant to our administrative procedures that we establish and will not discriminate unfairly against any Policy Owner. Any

such variations may apply to existing Policies as well as to Policies issued in the future, except that the charges under any Policy may never exceed the maximums therein.

Portfolio Charges and Expenses

Charges are deducted from and expenses paid out of the assets of the Portfolios that are described in the prospectuses for those Portfolios. Shares of the Portfolios are purchased for the Separate Account at their net asset value. The net asset value of Portfolio shares is determined after deduction of the fees and charges. For further information, consult the Prospectus for each Portfolio and Appendix A, below.

FEDERAL TAX MATTERS

Tax Status of the Policy or Certificate

The following discussion assumes that the Policy or Certificate, as applicable, will qualify as a life insurance contract for federal income tax purposes.

Tax Treatment of Policy or Certificate Benefits

Distributions Other Than Death Benefits From Modified Endowment Contracts. Policies or Certificates, as applicable, classified as modified endowment contracts are subject to the following tax rules:

(1)

All distributions other than death benefits, including distributions upon surrender, withdrawals and

(2)

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

(3)

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

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

Before taking out a Policy or Certificate, as applicable, loan, you should consult a tax adviser as to the tax consequences.

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

ADDITIONAL BENEFITS AND RIDERS

NAME OF BENEFIT	PURPOSE	IS BENEFIT STANDARD OR OPTIONAL?	BRIEF DESCRIPTION OF RESTRICTIONS OR LIMITATIONS
Children’s Life Insurance Rider	This rider provides term insurance in an amount selected at issue upon proof of death for any Insured child.	Optional	You may choose to add this benefit if your Employer makes the benefit available. Depending upon your Employer's elected rider benefit, you may also need to be on active status. You should ask your Employer if this benefit is included and whether you need to be on active status in order to elect it. Coverage applied for after Policy issue may be subject to underwriting.

NAME OF BENEFIT	PURPOSE	IS BENEFIT STANDARD OR OPTIONAL?	BRIEF DESCRIPTION OF RESTRICTIONS OR LIMITATIONS
Spouse's Life Insurance Rider	This rider provides term insurance in an amount selected at issue upon proof of death of the Insured’s spouse.	Optional	You may choose to add this benefit if your Employer makes the benefit available. Depending upon your Employer's elected rider benefit, you may also need to be on active status. You should ask your Employer if this benefit is included and whether you need to be on active status in order to elect it. Coverage applied for after Policy issue may be subject to underwriting.
Accelerated Death Benefit Settlement Option Rider	Under this rider, you may receive an accelerated payment of a portion of your death benefit if the Insured is terminally ill.	Standard	The rider is standard if elected by the Employer at the group level. There is no individual election at the Employee level, and the Employee may not terminate the benefit. You should ask your Employer if this benefit is included. Payment under this rider may affect eligibility for benefits under state or federal law.
Dollar Cost Averaging	Allows you to automatically transfer from the DWS Government Money Market Division to other Divisions a predetermined amount of money over a specified period of time.	Standard	You may not elect both Dollar Cost Averaging and Automatic Rebalancing at the same time.
Annual Automatic Portfolio Rebalancing	Allows you to automatically reallocate your Cash Value among the elected Divisions to return the allocation to the percentages you specify.	Standard	You may not elect both Dollar Cost Averaging and Automatic Rebalancing at the same time.

Additional Insurance Benefits

Children’s Life Insurance Rider: This rider provides for term insurance on the Insured’s children, as defined in the rider. To be eligible for insurance under the rider, the child to be insured must not be confined in a hospital at the time the application is signed. The death benefit will be payable to the named Beneficiary upon the death of any insured child. Upon receipt at our Administrative Office of proof of the Insured’s death before the rider terminates, the rider will be continued on a fully paid-up term insurance basis.

Spouse’s Life Insurance Rider: This rider provides term insurance on the Insured’s spouse, as defined in the rider. To be eligible for insurance under the rider, the spouse must provide evidence of insurability at the time the application is signed. The death benefit will be payable to the named Beneficiary upon the death of the spouse. Under this rider, if we receive at our Administrative Office proof of the Insured’s death before the Policy Anniversary nearest the spouse’s 65th birthday, a limited 60-day continuation and exchange period begins, during which this rider may be exchanged for a new fixed-benefit policy on the life of the spouse. The spouse’s life insurance rider differs from an actual Policy issued on an employees’ spouse in that the rider provides only term insurance on the life of the spouse and does not provide for the accumulation of its own cash value.

Accelerated Death Benefit Settlement Option Rider: This rider provides for the accelerated payment of a portion of death benefit proceeds in a single sum to you if the Insured is terminally ill and expected to die within less than 12 months (subject to state variations). Any irrevocable Beneficiary and assignees of record must provide written authorization in order for the Owner to receive the accelerated benefit.

The amount of the death benefit payable under the rider will equal up to 85% of the Face Amount under the Certificate on the date we receive satisfactory evidence of terminal illness as described above, less any Indebtedness. We do not currently impose a charge for this rider. However, we reserve the right to deduct an administrative charge of $100 from the accelerated death benefit at the time it is paid.

For example, if you are eligible for benefits under the Accelerated Death Benefit Settlement Option Rider and have a Face Amount of $100,000 with no cash value, you may elect to receive up to $85,000 of the death benefit proceeds (less any loans and loan interest) prior to your death.

Automatic Investment Strategies

Dollar Cost Averaging: This investment strategy allows you to automatically transfer a predetermined amount of money from the DWS Government Money Market Division to a number of available Divisions of the Separate Account. Based on the elected investment allocations for this investment strategy, Dollar Cost Averaging occurs after the close of business on each Monthly Anniversary or after close of business on the next business day following each Monthly Anniversary should your Monthly Anniversary fall on a non-business day (weekend or holiday) as long as all other requirements are met. The portion of the Policy’s Cash Value in the DWS Government

Money Market Division must be greater than or equal to $1,000. The minimum total monthly transfer amount must be greater than or equal to $100.

For example, if you elected the Dollar Cost Averaging and selected $12,000 of cash value to be transferred from the DWS Government Money Market Division to specified other Divisions that you choose, over a 12 month period we will transfer $1,000 each month for 12 months.

Annual Automatic Portfolio Rebalancing: This investment strategy allows you to automatically reallocate your Cash Value among the elected Divisions to return the allocation to the percentages you specify. This rebalancing occurs annually after the close of business on your Policy anniversary or after the close of business on the next business day following your Policy anniversary should your Policy anniversary fall on a non-business day (holiday or weekend).

Annual Automatic Portfolio Rebalancing does not assure a profit or protect against a loss in declining markets.

DISTRIBUTION OF THE POLICIES

Distributing The Policies

MLIDC’s principal offices are located at 200 Park Avenue, New York, NY 10166. MLIDC is registered under the Securities Exchange Act of 1934 as a broker-dealer and is a member of the Financial Industry Regulatory Authority (“FINRA”). FINRA provides background information about broker-dealers and their registered representatives through FINRA BrokerCheck. You may contact the FINRA BrokerCheck Hotline at 1-800-289-9999, or online at www.finra.org. An investor brochure that includes information describing FINRA BrokerCheck is available through the Hotline or on-line.

on to their registered representatives in accordance with their internal compensation programs. Those programs may also include other types of cash and non-cash compensation and other benefits. Ask your registered representative for further information about what your registered representative and the selling firm for which he or she works may receive in connection with your purchase of a Policy.

We may compensate MetLife employees for referrals. We may also make various payments to selling firms and other third parties. (See “Compensation Paid to Selling Firms and Other Intermediaries.”)

Commissions Paid to Selling Firms

The maximum commissions payable to a selling firm are one of the following options:

Option	First Year	Renewal Years
1	A+B	a+b
2	A+B	a+c
3	A+X+Y+Z	a

A =

18% of premiums that do not exceed the cost of insurance assessed during the first Policy Year.

B =

1% of premiums in excess of the cost of insurance assessed during the first Policy Year.

a =

18% of premiums that do not exceed the cost of insurance assessed during the respective Policy Year.

b =

1% of premiums in excess of the cost of insurance assessed during that Policy Year.

c =

Up to 0.25% per year of the average Cash Value of a Policy during a Policy Year.

X =

Y =

2% of any unscheduled premiums received.

Z =

1% of premiums equal to the monthly administrative charge and the premium loads on those charges and the cost of insurance.

Compensation Paid to Selling Firms and Other Intermediaries

your Intermediary compensation that is based upon your Intermediary placing and/or retaining a certain volume of business (number of Products sold or dollar value of premium) with MetLife. In addition, supplemental compensation may be payable to your Intermediary for eligible Products. Under MetLife’s current supplemental compensation plan (“SCP”), the amount payable as supplemental compensation may range from 0% to 8% of premium. The supplemental compensation percentage may be based on one or more of: (1) the number of Products sold through your Intermediary during a one-year period, or other defined period; (2) the amount of eligible new or renewal premium with respect to Products sold through your Intermediary during a one-year period; (3) the persistency percentage of Products in force through your Intermediary during a one-year period; (4) the block growth of the Products in force through your Intermediary during a one-year period; (5) eligible new or renewal premium growth during a one-year period; or (6) fixed percentage or sliding scale of the premium for Products as set by MetLife. The supplemental compensation percentage will be set by MetLife based on the achievement of the outlined qualification criteria and it may not be changed until the following SCP plan year. As such, the supplemental compensation percentage may vary from year to year, but will not exceed 8% under the current supplemental compensation plan.

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

GENERAL PROVISIONS OF THE GROUP CONTRACT

Issuance

Premium Payments

Grace Period

Termination

Except as described in “Grace Period” above, the Group Contract will be terminated immediately upon default. In addition, we may end a Group Contract or any of its provisions on 31 days’ notice. If the Group Contract terminates, any Certificate in effect will be amended automatically to continue in force as an Individual Policy following the Group Contract’s termination, provided such insurance is not surrendered or cancelled by the Owner and provided the Owner pays the premium directly to the Company. (See “Policy Benefits — Eligibility Change Conversion.”)

Right to Examine Group Contract

Entire Contract

reduce a claim under the Group Contract, unless such misstatements are in writing. A copy of the application containing such misstatement must have been given to the Contractholder or to the Insured or to his Beneficiary, if any.

Incontestability

We cannot contest the Group Contract after it has been in force for two years from the date of issue.

Ownership of Group Contract

GENERAL MATTERS RELATING TO THE POLICY

Postponement of Payments

•

the New York Stock Exchange is closed other than customary weekend and holiday closings, or trading on the New York Stock Exchange is restricted as determined by the SEC;

•

the SEC by order permits postponement for the protection of Owners; or

•

STATE VARIATIONS

This Prospectus provides you with important information about the Policy. However, we will also issue you a Policy (Certificate or Individual Policy), which is a separate document from the prospectus. There may be differences between the description of the Policy contained in this Prospectus and the Policy issued to you due to differences in state law. Please consult your Policy for the provisions that apply in your state. Your actual policy and endorsements or riders are the controlling documents. You should contact our Administrative Office to review a copy of your Policy and any applicable endorsements and riders.

LEGAL PROCEEDINGS

FINANCIAL STATEMENTS

The financial statements of the Company, Metropolitan Tower Life Insurance Company and Paragon Separate Account B, are incorporated by reference from the submission form type N-VPFS, File No. 811-07534, relating to class ID#C000034608, filed by the Separate Account with the SEC on April 15 , 2024 .

GLOSSARY

Attained Age — The Issue Age of the Insured plus the number of completed Policy Years.

Associated Companies — The companies listed in a Group Contract’s specifications pages that are under common control through stock ownership, contract or otherwise, with the Contractholder.

Cash Value — The total amount that a Policy provides for investment at any time. It is equal to the total of the amounts credited to the Owner in the Separate Account, and in the Loan Account.

Cash Surrender Value — The Cash Value of a Policy on the date of surrender, less any Indebtedness, any accrued and unpaid monthly deduction and any applicable transaction charge.

Certificate — A document issued to Owners of Policies issued under Group Contracts, setting forth or summarizing the Owner’s rights and benefits.

Contractholder — The Employer, association, sponsoring organization or trust that is issued a Group Contract.

Division — A subaccount of the Separate Account. Each Division invests exclusively in an available underlying Portfolio.

Effective Date — The actual date coverage shall take effect which will be on or after the Issue Date.

Employee — A person who is employed and paid for services by an Employer on a regular basis. To qualify as an Employee, a person ordinarily must work for an Employer at least 30 hours per week. MetLife may waive or modify this requirement at its discretion. An Employee may also include an independent contractor acting in many respects as an Employee with a sponsoring Employer. An Employee may include a partner in a partnership if the Employer is a partnership.

Face Amount — The minimum death benefit under the Policy so long as the Policy remains in force.

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

Group Contract — A group flexible premium variable life insurance contract issued to the Contractholder by the Company.

Indebtedness — The sum of all unpaid Policy Loans and accrued interest charged on loans.

Individual Insurance — Insurance provided under a Group Contract or under an Individual Policy issued in connection with an Employer-sponsored insurance program on an Employee or an Employee’s spouse.

Insured — The person whose life is insured under a Policy. The term may include both an Employee and an Employee’s spouse.

Investment Start Date — The date the initial premium is applied to the Divisions of the Separate Account. This date is the later of the Issue Date or the date the initial premium is received at our Administrative Office.

Issue Age — The Insured’s Age as of the date the Policy is issued.

Issue Date — The Issue Date is the date from which Policy Anniversaries, Policy Years, and Policy Months are measured.

Loan Account — The account of the Company to which amounts securing Policy Loans are allocated. It is a part of the Company’s general account assets.

Loan Value — The maximum amount that may be borrowed under a Policy after the first Policy Anniversary.

Maturity Date — The Policy Anniversary on which the Insured reaches Attained Age 95.

Net Premium — The premium less any premium expense charge, any charge to compensate us for anticipated higher corporate income taxes resulting from the sale of a Policy, and any charge for premium taxes.

Owner (or you) — The Owner of a Policy, as designated in the application or as subsequently changed.

Policy Anniversary — The same date each year as the Issue Date.

Policy Month — A month beginning on the Monthly Anniversary.

Policy Year — A period beginning on a Policy Anniversary and ending on the day immediately preceding the next Policy Anniversary.

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

SEC (or the Commission) — The Securities and Exchange Commission.

Separate Account — Paragon Separate Account B, a separate investment account established by the Company to receive and invest the net premiums paid under the Policy.

Spouse — An employee’s legal spouse. The term does not include a spouse who is legally separated from the Employee.

Valuation Date — Each day that the New York Stock Exchange is open for regular trading.

APPENDIX A: PORTFOLIOS AVAILABLE UNDER THE POLICY

The following is a list of the Portfolios currently available under the Policy. More information about the Portfolios is available in the prospectuses for the Portfolios, which may be amended from time to time and can be found online at https://dfinview.com/metlife/tahd/MET000243. You can also request this information at no cost by calling (800) 756-0124 or by sending an email request to GVUL-eservice@metlifecommercial.com.

FUND TYPE	PORTFOLIO AND ADVISER/SUBADVISER	CURRENT EXPENSES	AVERAGE ANNUAL TOTAL RETURNS (as of 12/31/2023)
FUND TYPE	PORTFOLIO AND ADVISER/SUBADVISER	CURRENT EXPENSES	1 YEAR	5 YEAR	10 YEAR
US Equity	DWS Capital Growth VIP - Class A DWS Investment Management Americas Inc.	0.49%	38.57%	17.58%	13.58%
US Equity	DWS Core Equity VIP - Class A DWS Investment Management Americas Inc.	0.61%	25.57%	15.00%	11.56%
International Equity	DWS CROCI® International VIP* - Class A DWS Investment Management Americas Inc.	0.84%	18.95%	7.11%	2.14%
Global Equity	DWS Global Income Builder VIP - Class A DWS Investment Management Americas Inc.	0.65%	14.89%	7.12%	5.19%
Allocation	DWS Global Small Cap VIP* - Class A DWS Investment Management Americas Inc.	0.87%	24.56%	9.13%	3.82%
US Fixed Income	DWS Government Money Market VIP - Class A DWS Investment Management Americas Inc.	0.39%	4.75%	1.60%	0.99%
US Equity	DWS Small Mid Cap Growth VIP - Class A DWS Investment Management Americas Inc.	0.85%	18.83%	9.18%	6.46%

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

A-1

To learn more about the Policy, you should read the SAI dated the same date as this Prospectus and is incorporated by reference into this Prospectus. It includes additional information about the Policies and the Separate Account. For a free copy of the SAI, please visit https://dfinview.com/metlife/tahd/MET000243 or call (800) 756-0124 or write to us at our Administrative Office. To receive free personalized illustrations of death benefits and Cash Values, and to request other information about the Policy or to make inquiries please call (800) 756-0124 or write to us at our Administrative Office. The mailing address for our Administrative Office is: MetLife GVUL; Suite 600; 11330 Olive Boulevard; St Louis, MO 63141.

EDGAR ID: C000034608

April 29, 2024

Group Variable Universal Life Insurance Policies and Certificates (Metflex GVUL C)

Issued by Paragon Separate Account B of
Metropolitan Life Insurance Company

Direct all correspondence and inquiries to the Administrative office:
METLIFE GVUL
Administrative office, Suite 600, 11330 Olive Boulevard St. Louis, Mo 63141
Phone number: (800) 756-0124

PROSPECTUS

This Prospectus describes group variable universal life insurance policies (the “Group Policies”) and certificates issued under the Group Policies (the “Certificates”) offered by Metropolitan Life Insurance Company (the “Company,” “Metropolitan Life,” “MetLife,” “we,” “our,” or “us”) which are designed for use in group insurance programs sponsored by employers or other organizations. An employer or sponsoring organization (the “Employer”) will participate in the Group Policy issued to the MetLife Group Insurance Trust, a multi-employer/organization trust, or to a similar trust, (the “Trust”) established for use in group insurance programs. In some states, we may issue a Group Policy directly to the Employer or sponsoring organization. We will issue Certificates to eligible employees or members (the “Employees”) showing the rights of the Certificate Owner (“Owner” or “you”). The Employee is usually both the Owner and the Insured under a Certificate unless a different Owner is designated by the Employee.

The Certificate is a long-term investment designed to provide significant life insurance benefits. This Prospectus provides information that a prospective owner should know before investing in the Certificate. You should consider the Certificate in conjunction with other insurance you own.

If you are a new investor in the Certificate, you may cancel your Certificate generally within 20 days (or such longer period as state law requires) of your receipt of the Certificate or, if later, 45 days after you sign the application for coverage. You may return the Certificate during this period for a refund. We will refund an amount equal to all premiums paid under the Certificate. You should review this Prospectus, or consult with your investment professional, for additional information about the specific cancellation terms that apply.

Paragon Separate Account B (the “Separate Account”) consists of a number of Divisions (Divisions may be referred to as “Investment Divisions” in your Certificate and marketing materials) each of which invests solely in a Portfolio of a Fund. You may allocate net premiums to the Divisions that invest in the Portfolios available in your group insurance Plan or to the Fixed Account.

Please see the Appendix A of this Prospectus for a list of the Portfolios available for your group insurance plan.

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

Interests in the Separate Account, the Portfolios and the Fixed Account are not deposits or obligations of, or insured or guaranteed by, the U.S. Government, any bank or other depository institution including the Federal Deposit Insurance Corporation (“FDIC”), the Federal Reserve Board or any other agency or entity or person.

The Securities and Exchange Commission (“SEC”) has not approved or disapproved the Certificate or determined that this Prospectus is adequate or complete. Any representation to the contrary is a criminal offense.

TABLE OF CONTENTS

IMPORTANT INFORMATION YOU SHOULD CONSIDER ABOUT THE CERTIFICATE	4
OVERVIEW OF THE CERTIFICATE	6
FEE TABLES	8
PRINCIPAL RISKS	10
THE COMPANY AND THE FIXED ACCOUNT	13
The Company	13
The Fixed Account	14
THE SEPARATE ACCOUNT AND THE PORTFOLIOS	14
The Separate Account	14
The Portfolios	15
ISSUING THE GROUP POLICY AND THE CERTIFICATES	18
General Information	18
Selection of Charge Structure (Group A, Group B and Group C)	19
Procedural Information	20
Right to Examine Certificate (Free Look Right)	21
Ownership Rights	22
Modifying the Certificate	22
PREMIUMS	22
Premium Payments	22
Minimum Initial Premium	23
Premium Flexibility	23
Premium Limitations	23
Performance Guarantees	24
Modified Endowment Contracts	24
Allocation of Net Premiums and Cash Value	24
CERTIFICATE VALUES	25
Cash Value	25
Cash Surrender Value	25
Cash Value in the Fixed Account	25
Cash Value in Each Separate Account Division	25
CERTIFICATE BENEFITS	26
Standard Death Benefit	26
Payment of the Death Benefit	26
Standard Death Benefit Options	27
Changing Death Benefit Options	28
Changing Face Amount	28
Changing Owner or Beneficiary	29
Surrender and Partial Withdrawals	30
Transfers	31
Restrictions on Frequent Transfers	31
Restrictions on Large Transfers	33
Loans	34
Payment of Benefits at Maturity	35
Telephone, Facsimile, Email and Internet Requests	35
CERTIFICATE LAPSE AND REINSTATEMENT	36

Lapse	36
Reinstatement	36
CHARGES AND DEDUCTIONS	37
Transaction Charges	38
Periodic Charges	39
Federal Taxes	41
Variations in Charges	41
Portfolio Charges and Expenses	41
FEDERAL TAX MATTERS	42
ADDITIONAL BENEFITS AND RIDERS	47
DISTRIBUTION OF THE GROUP POLICY AND THE CERTIFICATES	53
GENERAL PROVISIONS OF THE GROUP POLICY	55
Issuance	55
Premium Payments	55
Grace Period and Termination	56
Incontestability	56
Ownership of Group Policy	56
GENERAL MATTERS RELATING TO THE CERTIFICATE	56
Postponement of Payments	56
Effect of Termination of Employer Participation in the Group Policy	57
STATE VARIATIONS	58
LEGAL PROCEEDINGS	58
FINANCIAL STATEMENTS	58
GLOSSARY	60
APPENDIX A: PORTFOLIOS AVAILABLE UNDER THE CERTIFICATE	A-1

IMPORTANT INFORMATION YOU SHOULD CONSIDER ABOUT THE CERTIFICATE

FEES AND EXPENSES

LOCATION IN

PROSPECTUS

Charges for Early

Withdrawal

None

—

Transaction Charges

You may be subject to transaction charges that may apply if you

surrender your Certificate or make a partial withdrawal. You also

may be charged for other transactions, such as when you make a

premium payment or transfer cash value between investment

options or exercise your Accelerated Benefits Rider.

“Charges and

Deductions —

Transaction Charges”

Ongoing Fees and Expenses (annual charges)	In addition to charges described above, an investment in the Certificate is subject to certain ongoing fees and expenses, including a mortality and expense risk charge and a monthly deduction covering the cost of insurance under the Certificate, monthly administrative charge and optional benefits added by rider, and such fees and expenses are set based on characteristics of the Insured (e.g., the age and rate class of the covered person) as well as the Group characteristics. Please refer to the specifications page of your Certificate for applicable rates. You will also bear expenses associated with the Portfolios available under your Certificate, as shown in the following table:			“Charges and Deductions — Monthly Deduction” “Charges and Deductions — Mortality and Expense Risk Charge” “Charges and Deductions — Portfolio Charges and Expenses”
	ANNUAL FEE	MIN	MAX
	Investment options (Portfolio fees and charges)	0.28%	0.73%

	RISKS	LOCATION IN PROSPECTUS
Risk of Loss	You can lose money by investing in this Certificate, including loss of principal.	“Principal Risks”
Not a Short-Term Investment	The Certificates are designed to provide insurance protection. They should not be used as a short-term investment or if you need ready access to cash, because you will be charged when you make premium payments and you will also pay a transaction fee on partial withdrawals. In addition, withdrawals may be subject to ordinary income tax and tax penalties.	“Principal Risks”
Risks Associated with Investment Options	An investment in this Certificate is subject to the risk of poor investment performance and can vary depending on the performance of the Portfolios available under the Certificate. Each investment option (including any Fixed Account investment option) has its own unique risks. You should review the investment options before making an investment decision.	“Principal Risks”
Insurance Company Risks	Investments in the Certificate are subject to the risks related to Metropolitan Life, including any obligations (including under any Fixed Account investment option), guarantees, and benefits of the Certificate, including any death benefit, which are subject to the claims paying ability of Metropolitan Life. If Metropolitan Life experiences financial distress, it may not be able to meet its obligations to you. More information about Metropolitan Life, including its financial strength ratings, is available upon request by calling (800) 756-0124 or visiting: https://www.metlife.com/about-us/ corporate-profile/ratings.	“Principal Risks”

RISKS

LOCATION IN

PROSPECTUS

Contract Lapse

Your Certificate may lapse if you have paid an insufficient amount of

premiums or if the investment experience of the Portfolios is poor

and the Cash Surrender Value under your Certificate is insufficient

to cover the monthly deduction. Lapse of a Certificate on which

there is an outstanding loan may have adverse tax consequences. If

the Certificate lapses, no death benefit will be paid. A Certificate

may be reinstated if the conditions for reinstatement are met

including the payment of required premiums.

“Principal Risks”

	RESTRICTIONS	LOCATION IN PROSPECTUS
Investments	At the present time, no charge is assessed against the cash value of a Certificate when amounts are transferred among the Divisions of the Separate Account and between the Divisions and the Fixed Account, but we reserve the right to impose a charge of $25 to cover administrative costs incurred in processing any transfer in excess of 12 in a Certificate year. Certificate owners may transfer cash value between and among the Divisions and the Fixed Account. The maximum amount that can be withdrawn in any Certificate Year (through partial withdrawals or transfers) from the Fixed Account is 25% of the largest amount in the Fixed Account over the last four Certificate Years (or less if the Certificate has been in force for less than four Certificate Years). We are currently not enforcing this restriction for partial withdrawals. Restrictions may apply to frequent transfers. Metropolitan Life reserves the right to remove or substitute portfolio companies as investment options that are available under the Certificate.	“Certificate Benefits — Transfers”
Optional Benefits	Rider availability is subject to your Employer making the rider available. Depending upon your Employer’s requirements, certain Certificate riders may only be able to be added to in force Certificates during the Employer’s annual enrollment. With respect to the dependent life benefit riders (spouse coverage or child coverage), depending upon your Employer’s elected rider benefit, you may also need to be on active status. You should check with your Employer regarding the availability of riders and whether you need to be on active status to elect the dependent life benefit riders (spouse coverage or child coverage).	“Features of the Certificate — Additional Benefits and Riders”
	TAXES	LOCATION IN PROSPECTUS
Tax Implications	Consult with a tax professional to determine the tax implications of an investment in and payments received under this Certificate. Withdrawals may be subject to ordinary income tax, and may be subject to tax penalties. Lapse of a Certificate on which there is an outstanding loan may have adverse tax consequences.	“Federal Tax Matters”

	CONFLICTS OF INTEREST	LOCATION IN PROSPECTUS
Investment Professional Compensation	Your investment professional may receive compensation relating to your ownership of a Certificate, both in the form of commissions and continuing payments. These investment professionals may have a financial incentive to offer or recommend the Certificate over another investment.	“Distribution of the Group Policy and the Certificates”
Exchanges	Some investment professionals may have a financial incentive to offer you a new policy in place of your current Certificate. You should only exchange your Certificate if you determine, after comparing the features, fees, and risks of both policies, that it is better for you to purchase the new policy rather than continue to own your existing Certificate.	“Distribution of the Group Policy and the Certificates”

OVERVIEW OF THE CERTIFICATE

Purpose of the Certificate

The Certificate is designed for use in Employer-sponsored life insurance programs to provide Employees who elect coverage tax deferred accumulation of assets through an investment portfolio and a death and/or other benefits. The Certificate may be appropriate for an investor who has a longer time horizon, is not purchasing the Certificate for short-term liquidity needs and desires life insurance coverage.

Premium Payments

Where provided by an Employer, the minimum initial premium and the planned premium will be remitted to us by the Employer on your behalf pursuant to a premium payment schedule (the “Payroll Deduction Plan”). You must authorize the amount of the premiums remitted by the Employer. If the Employer does not provide a Payroll Deduction Plan, you must pay the minimum premium and the planned premium directly to us. In addition to planned premiums, you may send unscheduled premium payments directly to us at any time and in any amount, subject to the minimum and maximum premium limitations. No insurance will take effect until the minimum initial premium set forth in the specifications pages of the Certificate is paid, and the health and other conditions, including eligibility of the Insured described in the application for insurance, must not have changed. Every premium payment (other than a planned premium) paid must be at least $20. We reserve the right not to accept a premium payment other than a planned premium for up to six months from the date a partial withdrawal is paid to you, unless the premium payment is required to keep the Certificate in force. We will not accept any premium payment that would cause your total premiums to exceed current maximum premium limitations that qualify the Certificate as life insurance according to federal tax laws. The planned premium is an amount that you arrange to pay for the Certificate that is based on the requested initial Face Amount, the Issue Age of the Insured and the charges under the Certificate. You are not required to pay premiums equal to the planned premium. Premium payments made directly to us should be sent to our Administrative Office. The payment of a given premium will not necessarily guarantee that your Certificate will remain in force. Rather, this depends on the Certificate’s Cash Surrender Value. Insufficient premiums may result in lapse of the Certificate. Premiums may be allocated among the investment options including the Fixed Account. If you terminate your participation in optional benefits which have allocations to specific Divisions, you will remain invested in the same Divisions until you request allocations to different Divisions. Additional information about each Portfolio including its Portfolio type, advisers and any sub-advisers as well as current expenses and certain performance information is included in Appendix A.

Features of the Certificate

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

Standard Death Benefit. We pay death benefit proceeds to the Beneficiary once we have received satisfactory proof of the Insured’s death, or to you, before the Insured’s death and under circumstances described in available riders. The death benefit proceeds equal the death benefit PLUS any additional benefit provided by rider and MINUS any outstanding Indebtedness and any unpaid monthly deductions and any benefits paid under the Accelerated Benefits Rider as of the end of the Valuation Period that includes the date of the Insured’s death.

You may choose between two standard death benefit options available under the Certificate. After the first Certificate Anniversary, you may change the death benefit option while the Certificate is in force. Changing the death benefit option may have tax consequences. We calculate the amount payable under each death benefit option as of the Insured’s date of death.

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Death Benefit Option A is a “Level Type” death benefit equal to the Face Amount of the Certificate or, if greater, a percentage of Cash Value based on federal tax law requirements.

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Death Benefit Option B is an “Increasing Type” death benefit equal to the Face Amount of the Certificate plus the Cash Value or, if greater, a percentage of Cash Value based on federal tax law requirements. This option is the only option presented for purchase for certain Group Policies and Employer-sponsored programs.

So long as a Certificate remains in force, the death benefit under either option will be at least equal to the current Face Amount. The death benefit will never be less than the minimum amount required for the Certificate to be treated as life insurance under U.S. federal income tax rules, as in effect on the date the Certificate was issued.

Surrenders. At any time that a Certificate is in effect, you may elect to surrender the Certificate and receive its Cash Surrender Value. A surrender may have tax consequences.

Partial Withdrawals. You may request to withdraw part of the Cash Surrender Value once each Certificate Month. Partial withdrawals may have federal income tax consequences and may increase the risk that your Certificate will lapse (terminate without value).

Transfers. Subject to certain restrictions, you may transfer Cash Value among the Divisions of the Separate Account or Fixed Account. There are restrictions on transfers involving the Fixed Account. We may restrict transfers in the future or even revoke the transfer privilege for certain Owners. For additional information on the restrictions we may impose on transfers and the costs and risks to you that can result from disruptive trading activities, see “Transfers.”

Loans. You may borrow against the Cash Value of a Certificate. We transfer a portion of the Cash Value equal to the amount of the loan, and an amount equal to the present value of the loan interest due, from each Division of the Separate Account and the Fixed Account to the Loan Account as collateral for the loan. The maximum amount you may borrow is an amount equal to 85% of the Cash Value on the date the loan is requested less any outstanding Indebtedness. We charge interest on the amount of the Certificate Loan at a maximum annual rate of 8%. We will credit interest on amounts in the Loan Account at an annual rate that will not be lower than the guaranteed minimum rate in effect on the issue date of your Group Policy, which in no event will be lower than 1%. Loans may have tax consequences.

Additional Benefits and Riders. We offer several optional insurance benefits and riders that provide supplemental benefits under the Certificate. These are the Waiver of Monthly Deductions During Total Disability Rider, Children's and Spouse's Dependent Life Benefit Rider, Accelerated Benefits Rider, Accidental Death and Dismemberment Insurance Rider, Will Preparation Service Rider and Estate Resolution Services Rider. We generally deduct any monthly charges for these options and riders from the Cash Value as part of the monthly deduction. These riders may not be available in all states and some Plans may not offer certain riders. Please contact us at our Administrative Office for further details.

Paid-Up Certificate Benefit. You can choose to terminate the death benefit (and any riders in effect) and use all or part of the Cash Surrender Value as a single premium for a “paid-up” benefit. (“Paid-up” means no further premiums are required.)

FEE TABLES

The following tables describe the fees and expenses that you will pay when buying, owning, and surrendering or making withdrawals from the Certificate. We may charge fees and use rates that are lower than the maximum guaranteed charges reflected in the tables. The Employer chooses which charges, Group A, Group B or Group C, will apply to the Certificates issued to the Employees of the Employer. Please refer to your Certificate specification page for information about the specific fees you will pay each year based on the options you have elected.

The first table describes the fees and expenses that you will pay at the time that you buy the Certificate, surrender or make withdrawals from the Certificate, or transfer cash between investment options.

Transaction Fees

Charge	When Charge is Deducted	Maximum Amount Deducted
Charge	When Charge is Deducted	Group A	Group B	Group C
Maximum Premium Expense Charge (load)(1)	Upon Receipt of Premium Payment	7.75% of each premium payment	7.75% of each premium payment	No explicit charge (2)
Premium Tax Charge(1)	Upon Receipt of Premium Payment	Group A	Group B	Group C
Premium Tax Charge(1)	Upon Receipt of Premium Payment	2.25%	2.25%	No explicit charge(2)
Partial Withdrawal Charge	Upon each partial withdrawal from the Certificate	$25(3)
Transfer Charge	Upon transfer in excess of 12 in a Certificate Year	$25 per transfer(4)
Accelerated Benefits Rider Administrative Charge	At the time an accelerated death benefit is paid	$150(4)

(1)

On the specifications page of your Certificate the premium expense charge and the premium tax charge are combined into one amount that is referred to as the premium expense charge.

(2)

For Certificates issued under a Group C charge structure, the premium expense charge and the premium tax charge are not assessed as explicit charges; instead, they are included in the insurance rates resulting in a higher cost of insurance charge for these Certificates.

(3)

The partial withdrawal charge is equal to the lesser of $25 or 2% of the amount of the withdrawal.

(4)

We do not currently impose this charge.

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

Periodic Charges Other Than Annual Portfolio Expenses

Charge	When Charge is Deducted	Maximum Amount Deducted
Base Contract Charge:
Cost of Insurance Charge(1)
•Minimum and Maximum Charge	Monthly	$0.26 to $112.63 per $1,000 net amount at risk
•Charge for a Representative Insured(2)		$0.81 per $1,000 net amount at risk
Administrative charge(3)	Monthly	Group A	Group B	Group C
		$6.50	No explicit charge(4)	No explicit charge (4)
Mortality and Expense Risk Charge(5)	Daily	0.90% (annually) of the net assets of each Division of the Separate Account
Loan Interest Spread(6)	Annually	2.0%
Optional Benefit Charges:
Waiver of Monthly Deductions During Total Disability Rider(7), (8)
•Minimum and Maximum Charge	Monthly	$0.10 to $0.31per $1,000 net amount at risk
•Charge for a Representative Insured(2)		$0.00 per $1,000 net amount at risk
Dependent Life Benefit Rider — Child	Monthly	$0.41 per $1,000 net amount at risk
Dependent Life Benefit Rider — Spouse(7)
•Minimum and Maximum Charge	Monthly	$0.26 to $112.63 per $1,000 net amount at risk
•Charge for Representative Insured(9)		$0.81 per $1,000 of net amount at risk
Accidental Death and Dismemberment Insurance Rider(7)
•Minimum and Maximum Charge	Monthly	$0.26 to $112.63 per $1,000 net amount at risk
•Charge for a Representative Insured(2)		$0.81 per $1,000 net amount at risk

(1)

Cost of insurance charges vary based on the Insured’s Attained Age and rate class. The cost of insurance charge will also vary depending on which charge structure the Employer has chosen for the Certificates. The cost of insurance charge is greater for participants in a Plan that uses a Group B or Group C charge structure than those in a Plan that uses a Group A charge structure. The cost of insurance charges shown in the table may not be typical of the charges you will pay. Your Certificate will indicate the charge structure applicable to your Certificate. More detailed information concerning your cost of insurance charges is available on request from our Administrative Office.

(2)

A representative Insured is a person with an attained age of 43, actively at work

(3)

The maximum administrative charge we can apply to any Certificate can vary but will not exceed the amounts in the table. Please refer to the specifications pages of your Certificate for the administrative charge that applies to your Certificate.

(4)

For Certificates issued under a Group B or Group C charge structure, the administrative charge is not assessed as an explicit charge; instead, it is included in the insurance rates resulting in a higher cost of insurance charge for these Certificates.

(5)

The Mortality and Expense Risk Charge is currently 0.75% (annually) of the net assets of each Division of the Separate Account.

(6)

While the amount we charge you is guaranteed not to exceed 8% annually and the amount we credit is guaranteed not to

be lower than the guaranteed minimum annual rate in effect on the issue date of your Group Policy, which in no event will be lower than 1%. We also guarantee that the Loan Interest Spread will not be greater than 2%.

(7)

Charges for this rider vary based on the Insured’s individual characteristics. The rider charges shown in the table may not be representative of the charge that you will pay. Your Certificate will indicate the charges applicable to your Certificate. More detailed information concerning your charges is available on request from our Administrative Office.

(8)

The maximum charge for this rider does not increase the maximum charge outlined under the maximum charge of the Cost of Insurance Charge. Similarly, the charge for a representative insured is also $0.00 per $1,000 of the net amount at risk because the charge is included in the current Cost of Insurance Charge.

(9)

For Dependent Life Benefit Rider — Spouse, a representative Insured is an Employee’s spouse that has an attained age of 43.

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

Annual Portfolio Operating Expenses

	Minimum	Maximum
Annual Portfolio Expenses (as a percentage of average net assets) (expenses that are deducted from Portfolio assets, including management fees, distribution and/or service (12b-1) fees, and other expenses)	0.28%	0.73%

PRINCIPAL RISKS

Investment Risk

If you invest your Cash Value in one or more Divisions of the Separate Account, then you will be subject to the risk that the investment performance of the Divisions will be unfavorable and that the Cash Value will decrease. An investment in this Certificate is subject to the risk of poor investment performance and can vary depending on the performance of the Portfolios available under the Certificate. Each investment option (including any Fixed Account option) has its own unique risks. You should review the investment options before making an investment decision. A comprehensive discussion of the risks of each of the Portfolios may be found in each Portfolio’s prospectus. Please refer to the prospectuses for the Portfolios for more information. There is no assurance that any of the Portfolios will achieve its stated investment objective. In addition, we deduct Certificate fees and charges from your Cash Value, which can significantly reduce your Cash Value. During times of poor investment performance, this deduction will have an even greater impact on your Cash Value. You could lose everything you invest and your Certificate could lapse without value, unless you pay additional premium.

If you allocate premiums to the Fixed Account, then we credit your Cash Value (in the Fixed Account) with a declared rate of interest. You assume the risk that the interest rate on the Fixed Account may decrease, although it will never be lower than the guaranteed minimum annual rate in effect on the issue date of your Group Policy, which in no event will be lower than 1%.

Risk of an Increase in Current Fees and Expenses

Certificate Lapse

If your Cash Surrender Value is not enough to pay the monthly deduction and other charges, your Certificate may enter a 62-day grace period. We will notify you that the Certificate will lapse (terminate without value) unless you make sufficient payment during the grace period. Your Certificate also may lapse if your Indebtedness exceeds your Cash Value on any Monthly Anniversary. If either of these situations occurs, your Certificate will be in default and you must pay a specified amount of new premium to prevent your Certificate from lapsing. Subject to certain conditions and our underwriting rules, you may reinstate a lapsed Certificate within three years after the date of lapse and before the Maturity Date. In certain situations your Certificate may also terminate if your Employer ends its participation in the Group Policy.

Limitations on Access to Cash Value

We limit partial withdrawals of cash value from the Certificates to amounts not less than $200 and we reserve the right to limit withdrawals you request from the Fixed Account, to not more than the 25% of the largest amount in the Fixed Account over the last four Certificate years (or since the Effective Date of the Certificate if the Certificate has been in effect for less than four years).

Limitations on Transfers

We do not currently charge for transfers, but we reserve the right to charge up to $25 per transfer to cover administrative costs incurred in processing any transfer in excess of 12 in a Certificate year, except for transfers under the Automated Investment Strategies. We have adopted procedures to limit excessive transfer activity. In addition, each Fund may restrict or refuse certain transfers among, or purchases of shares in their Portfolios as a result of certain market timing activities. You should read each Portfolio’s prospectus for more details. The minimum amount you may transfer is $200 or, if less, the total amount in an investment option. We reserve the right to limit transfers from the Fixed Account in any Certificate year to 25% of the largest amount in the Fixed Account over the last four Certificate years (or since the Effective Date of the Certificate if the Certificate has been in effect for less than four years).

Tax Treatment

To qualify as a life insurance contract for federal income tax purposes and to receive the tax treatment normally accorded life insurance contracts under federal tax law, a Certificate must satisfy certain requirements which are set forth in the Internal Revenue Code (the “Code”). Guidance as to how these requirements are to be applied is limited. Nevertheless, we believe that the Certificate should satisfy the applicable requirements. If it is subsequently determined that a Certificate does not satisfy the applicable requirements, we may take appropriate steps to bring the Certificate into compliance with such requirements and we reserve the right to restrict Certificate transactions in order to do so. The insurance proceeds payable upon death of the Insured will never be less than the minimum amount required for a Certificate to be treated as life insurance under section 7702 of the Code, as in effect on the date the Certificate was issued.

Depending on the total amount of premiums you pay, the Certificate may be treated as a “modified endowment contract” (“MEC”) under federal tax laws. If a Certificate is treated as a MEC, then surrenders, partial withdrawals, and loans under the Certificate will be taxable as ordinary income to the extent there are earnings in the Certificate. In addition, a 10% penalty tax may be imposed on surrenders, partial withdrawals, and loans taken before you reach age 59 1∕2.

You should consult a qualified tax adviser for assistance in all Certificate-related tax matters.

Surrender and Partial Withdrawals (Short-Term Investment Risk)

We designed the Certificate to meet long-term financial goals. To best realize the benefits available through the Certificate, including the benefit of tax deferred build-up of Cash Value, you should purchase the Certificate only if you have the financial ability to keep it in force for a substantial period of time. You should not purchase the Certificate if you intend to surrender all or part of the Certificate in the near future. The Certificate is not suitable as a short-term savings vehicle. A surrender, in whole or in part, may have tax consequences and may increase the risk that your Certificate will lapse.

We assess a partial withdrawal transaction charge equal to the lesser of $25 or 2% of the amount withdrawn. A partial withdrawal may reduce the Face Amount as well as the death benefit. In certain circumstances, the reduction of the death benefit resulting from a partial withdrawal also may affect the cost of insurance charge and the amount of insurance protection afforded under a Certificate. Partial withdrawals may have tax consequences and may increase the risk that your Certificate will lapse.

Loans

A Certificate Loan, whether or not repaid, will affect Cash Value over time because we subtract the amount of the Certificate Loan from the Divisions of the Separate Account and/or the Fixed Account and hold that amount in the Loan Account. This loan collateral does not participate in the investment performance of the Divisions of the Separate Account.

We reduce the amount we pay on the Insured’s death, surrender, or the maturity of the Certificate, by the amount of any Indebtedness. Your Certificate may lapse (terminate without value) if the Indebtedness exceeds the Cash Value on any Monthly Anniversary.

A Certificate Loan may have tax consequences. If you surrender the Certificate or allow the Certificate to lapse or if the Certificate terminates while a Certificate Loan is outstanding, the amount of the outstanding Indebtedness, to the extent it has not previously been taxed, will be added to any amount you receive and taxed accordingly.

Pandemics and Other Public Health Issues, and Other Events

Cybersecurity

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

Terrorism and Security Risk

Insurance Company Risks

Certificates are subject to the risks related to Metropolitan Life. Any obligations (including under any Fixed Account investment option), guarantees and benefits of the Certificate are subject to the claims paying ability of Metropolitan Life. If Metropolitan Life experiences financial distress, it may not be able to meet its obligations to you. More information about Metropolitan Life, including its financial strength ratings, is available upon request by calling (800) 756-0124.

THE COMPANY AND THE FIXED ACCOUNT

The Company

Metropolitan Life Insurance Company is a provider of insurance, annuities, employee benefits and asset management. We are also one of the largest institutional investors in the United States with a General Account portfolio invested primarily in fixed income securities (corporate, structured products, municipals, and government and agency) and mortgage loans, as well as real estate, real estate joint ventures, other limited partnerships and equity securities. Metropolitan Life Insurance Company was incorporated under the laws of New York in 1868. The Company’s office is located at 200 Park Avenue, New York, New York 10166-0188. The Company is a wholly-owned subsidiary of MetLife, Inc. Obligations to Owners and Beneficiaries that arise under the Policy are obligations of MetLife.

The Fixed Account

The Fixed Account is part of the Company’s General Account. The General Account consists of all assets owned by MetLife other than those in the Separate Account and other separate accounts. We own the assets in the General Account and we use these assets to support our insurance and annuity obligations other than those funded by our separate investment accounts. These assets are subject to our general liabilities from business operations. Subject to applicable law, we have sole discretion over the investment of the assets of the General Account. We guarantee that the amounts allocated to the Fixed Account will be credited interest daily at a net effective annual interest rate that will not be lower than the guaranteed minimum rate in effect on the issue date of your Group Policy, which in no event will be lower than 1%. The principal, after charges and deductions, also is guaranteed. We will determine any interest rate credited in excess of the guaranteed rate at our sole discretion.

Restrictions on Partial Withdrawals and Transfers From the Fixed Account. An Owner may withdraw a portion of Cash Value from the Fixed Account. The maximum amount that can be withdrawn in any Certificate Year (through partial withdrawals or transfers) from the Fixed Account is 25% of the largest amount in the Fixed Account over the last four Certificate Years (or less if the Certificate has been in force for less than four Certificate Years). We are not currently enforcing this restriction for partial withdrawals from the Fixed Account but reserve our right to do so in the future. It is important to note that since we are enforcing the restrictions on transfers from the Fixed Account, it could take a number of years to fully transfer a current balance in the Fixed Account to the Divisions of the Separate Account. You should keep this in mind when considering whether an allocation of Cash Value to the Fixed Account is consistent with your risk tolerance and time horizon.

Transfers and Partial Withdrawals from the Fixed Account are also subject to the general provisions regarding transfers and partial withdrawals. (See “Surrender and Partial Withdrawals” and “Transfers.”) The total amount available for withdrawal may not exceed the total Cash Surrender Value of the Certificate.

The Loan Account is part of the General Account.

We have not registered interests in the Fixed Account under the Securities Act of 1933, nor have we registered the Fixed Account as an investment company under the 1940 Act.

THE SEPARATE ACCOUNT AND THE PORTFOLIOS

The Separate Account

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

We segregate the assets in the Separate Account from our Fixed Account assets. The assets in the Separate Account shall at least equal the Separate Account reserves and other liabilities under the Certificates. Under applicable state insurance law, assets equal to the reserves and other liabilities under the Certificates are not chargeable with liabilities arising out of any other business of MetLife. If the assets in the Separate Account exceed the reserves and other liabilities under the Certificates, then we may, from time to time in the normal course of business, transfer the excess to our Fixed Account. Such excess amounts may include, without limitation, amounts representing fees and charges incurred, but not yet deducted from the Separate Account. Before making any such transfers, we will consider any possible adverse impact the transfer may have on the Separate Account.

We are obligated to pay all amounts promised to investors under the Certificates. The assets of the Separate Account may not be used to pay any liabilities of MetLife other than those arising under the Certificates or other products funded by the Separate Account. Any such amount that exceeds the Certificate’s Cash Value in the Separate Account is paid from our General Account. Death benefit amounts and any optional benefits paid from the General Account are subject to the financial strength and claims paying ability of the Company and our long term ability to make such payments. We issue other life insurance policies and annuity contracts where we pay all money we owe under those policies and contracts from our General Account. MetLife is regulated as an insurance company under state law, which includes, generally, limits on the amount and type of investments in its General Account. However, there is no guarantee that we will be able to meet our claims paying obligations; there are risks to purchasing any insurance product.

The Portfolios

The Portfolios available under the Certificate including each Portfolio name, Portfolio type, adviser, sub-adviser, current expenses and average annual total returns of each Portfolio are set forth in Appendix A. Each Portfolio Prospectus and Statement of Additional Information contain information about each Portfolio and may be obtained by visiting dfinview.com/metlife/tahd/MET000249 or calling (800) 756-0124.

Each Division of the Separate Account invests solely in shares of a Portfolio. Each Portfolio is part of a mutual fund that is registered with the SEC as an open-end, management investment company. This registration does not involve supervision of the management or investment practices or policies of the Portfolios or the Funds by the SEC.

retirement plans, or to certain pension and retirement plans qualifying under Section 401 of the Internal Revenue Code. It is possible that, in the future, material conflicts could arise as a result of such “mixed and shared” investing.

Certain Payments We Receive With Regard to the Portfolios. An investment adviser or subadviser of a Portfolio, or its affiliates, may make payments to us and/or certain of our affiliates. These payments may be used for a variety of purposes, including payment of expenses for certain administrative, marketing and support services with respect to the Certificates and, in the Company’s role as an intermediary, with respect to the Portfolios. The Company and its affiliates may profit from these payments. These payments may be derived, in whole or in part, from the advisory fee deducted from Portfolio assets. Owners, through their indirect investment in the Portfolios, bear the costs of these advisory fees. (See the Portfolios’ prospectuses for more information.) The amount of the payments we receive is based on a percentage of assets of the Portfolios attributable to the Certificates and certain other variable insurance products that we and our affiliates issue. These percentages differ and some advisers or subadvisers (or other affiliates) may pay us more than others. These percentages currently range up to 0.50%.

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

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

Selection of Portfolios. We select the Portfolios offered through the Certificate based on a number of criteria, including asset class coverage, the strength of the adviser’s or sub-adviser’s reputation and tenure, brand

recognition, performance, and the capability and qualification of each investment firm. Other factors we consider during the selection process is whether the Portfolio’s adviser or sub-adviser is one of our affiliates or whether the Portfolio, its adviser, its sub-adviser(s), or an affiliate will make payments to us or our affiliates. For additional information on these arrangements, see “Certain Payments We Receive with Regard to the Portfolios” above. In this regard, the profit distributions we receive from our affiliated investment advisers are a component of the total revenue that we consider in configuring the features and investment choices available in the variable insurance products that we and our affiliated insurance companies issue. Since we and our affiliated insurance companies may benefit more from the allocation of assets to portfolios advised by our affiliates than those that are not, we may be more inclined to offer portfolios advised by our affiliates in the variable insurance products we issue. We review the Portfolios periodically and may remove a Portfolio or limit its availability to new premium payments and/or transfers of Cash Value if we determine that the Portfolio no longer meets one or more of the selection criteria, and/or if the Portfolio has not attracted significant allocations from Owners. In some cases, we have included Portfolios based on recommendations made by selling firms. These broker-dealer firms may receive payments from the Portfolios they recommend and may benefit accordingly from the allocation of Cash Value to such Portfolios. We may also consider funds for Plans based on suggestions or requests from Employers. We do not provide investment advice and do not recommend or endorse any particular Portfolios. You bear the risk of any decline in the Cash Value of your Certificate resulting from the performance of the Portfolios you have chosen.

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eliminate or combine one or more Divisions;

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substitute one Division for another Division; or

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transfer assets between Divisions if marketing, tax, or investment conditions warrant.

We will notify all Owners of any such changes.

If we deem it to be in the best interests of persons having voting rights under the Certificate, and to the extent any necessary SEC approvals or Owner votes are obtained, the Separate Account may be:

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operated as a management company under the 1940 Act;

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deregistered under that Act in the event such registration is no longer required; or

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combined with other separate accounts of the Company.

To the extent permitted by applicable law, we may transfer the assets of the Separate Account associated with the Certificate to another separate account.

Before a vote of a Portfolio’s shareholders occurs, Owners will receive voting materials. We will ask each Owner to instruct us on how to vote and to return his or her proxy to us in a timely manner. Each Owner will have the right to instruct us on the number of Portfolios shares that corresponds to the amount of Cash Value he or she has in that Portfolio (as of a date set by the Fund).

ISSUING THE GROUP POLICY AND THE CERTIFICATES

General Information

An Employer will participate in the Group Policy issued to the MetLife Group Insurance Trust, a multi-employer/ organization trust, or to a similar trust, (the “Trust”) established for use in group insurance programs. In some states, we may issue a Group Policy directly to the Employer. The Group Variable Universal Life Insurance Plan provided through a Group Policy issued directly to the Employer or provided through the Employer’s participation in the Group Policy issued to the Trust is referred to as the “Plan.” Employees may own Certificates issued under the Group Policy that covers the Employer’s Plan. Whether the Plan is provided through a Group Policy issued directly to the Employer or through the Employer’s participation in the Group Policy issued to the Trust will not result in any differences in the rights and benefits of the Employers or Owners of Certificates under the Plan.

The Employer or the Trust owns the Group Policy, but does not have any ownership interest in the Certificates issued under the Group Policy. Rights and benefits under the Certificates inure to the benefit of the Owners (generally, Employees), Insureds and Beneficiaries as set forth herein.

Generally, a Certificate is available for Insureds between Issue Ages 17-70 who supply satisfactory evidence of insurability. We may issue Certificates to individuals falling outside that range of Issue Ages, or decline to issue Certificates to individuals within that range of Issue Ages. The Insured under a Certificate is usually an Employee of the Employer.

Currently, the minimum initial Certificate Face Amount is $10,000. The maximum Face Amount varies by Plan. We reserve the right to modify at any time our minimum Face Amount on new Certificates. The Owner may change the

Face Amount (subject to the minimum and maximum amounts applicable to his or her Certificate) and the death benefit option, but in certain cases evidence of insurability may be required. (See “Certificate Benefits — Standard Death Benefit.”)

On behalf of Owners, the Employer may elect to make planned premium payments under the Plan equal to an amount authorized by Employees to be deducted from their wages or otherwise made available to the Employer. If the Employer does not so elect, we will bill Owners directly for the planned premium payments. In addition, Owners may pay additional premiums.

Selection of Charge Structure (Group A, Group B and Group C)

Three different charge structures are available for the administrative convenience of the Employer, who chooses which charge structure will apply to the Certificates issued to the Employer’s Employees. Group B and Group C may not be available to Employer-sponsored programs that qualify as plans under ERISA. Please refer to the specifications page of your Certificate to see which charge structure applies to your Certificate.

The difference among the three groups is whether we will assess a premium tax charge, a premium expense charge or an administrative charge as an explicit charge or increase our insurance rates to include it in the cost of insurance charge. For Certificates in Group A, we assess each of these charges as explicit charges. For Certificates in Group B, we do not assess an explicit administrative charge; instead, we include the administrative charge in our insurance rates resulting in a higher cost of insurance charge for these Certificates than for the Certificates in Group A. For Certificates in Group C, we do not assess an explicit administrative charge, an explicit premium tax charge nor an explicit premium expense charge. We include these charges in our insurance rates resulting in a higher cost of insurance charge for these Certificates than for the Certificates in Group A or Group B.

It is our intention that the total amount of the charges under either the Group A, Group B or Group C charge structure be the same for Employees in the aggregate under a Plan. However, in order to include a premium tax charge, premium expense charge and an administrative charge in our insurance rates, we must make certain assumptions to calculate the amount by which the insurance rates must increase to cover these expenses. In order to convert a charge based on premiums into an increase in our insurance rates, we must assume the aggregate amount of premium that we expect to receive. To convert a per Certificate administrative charge into an increase in our insurance rates, we must assume an average Certificate Face Amount. If the actual aggregate premiums paid or the actual average Certificate Face Amount differs from our assumptions, then the total charges under Group B or Group C will differ from the total charges under Group A. Since our assumptions are conservative, the total charges under Group B and Group C are likely to be higher than in Group A.

The total amount of charges may also be higher or lower for any particular Employee depending on which charge structure the Employer chooses. When we increase our insurance rates to cover a premium tax charge, a premium expense charge and an administrative charge, the increase is based on an assumed aggregate amount of premiums paid (for premium expenses and taxes) and on an assumed average Certificate Face Amount (for administrative expenses) and the increase is spread across all Employees. Therefore, for Employees who do not make additional premium payments, total charges will be higher than they would have been had a premium tax charge and premium expense charge been assessed as an explicit charge. Similarly, for Employees whose Face Amount is larger than the assumed Face Amount, total charges will be higher than they would have been had an administrative charge been assessed as an explicit charge.

Procedural Information

We generally will provide a Plan to Employers whose Employees meet the eligibility requirements for Owners (and/or Insureds) under the Plan. The class(es) of Employees covered by a particular Plan is/ are set forth in the Group Policy’s specifications pages for that Employer.

Employees wishing to purchase a Certificate under a Plan must complete the appropriate application for insurance and submit it to our authorized representative or us at our Administrative Office. We will issue a Certificate for the Employer to give to each Owner.

Acceptance of an application is always subject to our underwriting rules, and we reserve the right to reject an application for any reason permitted by law.

Employee Eligibility. To be eligible to purchase a Certificate, an Employee must be actively at work at the time he or she submits the application for Insurance and on the Effective Date of the Certificate. In addition, the Employer may determine specific classes to which the Employee must belong to be eligible to purchase a Certificate. “Actively at work” means that the Employee must work for the Employer at the Employee’s usual place of work (or such other places as required by the Employer) for the full number of hours and the full rate of pay set by the employment practices of the Employer. Ordinarily the time worked per week must be at least 30 hours. We reserve the right to waive or modify the “actively at work” requirement.

The Employer also may require that an individual be its Employee as of a certain date or for a certain period of time. We will set forth this date or time period in the Group Policy specifications pages for that Employer. Employees of any Associated Companies of the Employer will be considered Employees of the Employer. If the Employer is a partnership, a partner may be an Employee.

Guaranteed Issue. We generally will issue the Certificate and any Dependent’s Life Benefits Rider applied for by the Employee pursuant to our guaranteed issue underwriting procedure. We offer the guaranteed issue procedure only when an Employee is first given the opportunity to purchase a Certificate. Under this procedure, the Employee is only required to answer qualifying questions in the application for Insurance; the Employee is not required to submit to a medical or paramedical examination. The maximum Face Amount that an Employee can generally apply for under the guaranteed issue procedure (“Guaranteed Issue Amount”) varies by Plan.

Simplified Underwriting. We will follow simplified underwriting procedures rather than guaranteed issue procedures if:

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the Face Amount exceeds the Guaranteed Issue Amount described above;

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the Certificate has previously been offered to the Employee;

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the requirements for guaranteed issue set forth in the application for Insurance are not met; or

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the Certificate is offered through programs for which guaranteed issue underwriting is not available.

In addition, we will follow simplified underwriting procedures in connection with the issuance of a Dependent’s Life Benefits rider, if the Employee is not eligible for guaranteed issue underwriting, or (even if the Employee is eligible for guaranteed issue underwriting) if the spouse or child does not satisfy the guaranteed issue underwriting requirements set forth in the application for Insurance.

(The underwriting method followed will affect cost of insurance rates. See “Charges and Deductions — Cost of Insurance Rates.”)

Employee’s Spouse. We generally offer coverage for an Employee’s spouse through the Dependent Life Benefit Rider. In certain Plans, we may issue a Certificate to the Employee covering his or her spouse. Before issuing such a Certificate, we must receive an appropriate application for Insurance. We will subject the spouse to the simplified underwriting procedure described above; guaranteed issue underwriting is available in certain instances. The cost of insurance charge will be based on the age of the Employee or the age of the spouse, depending on the Plan. The Dependent Life Benefit Rider for a spouse provides only term insurance on the life of the spouse and does not provide for the accumulation of cash value that the Certificate provides.

Effective Date of the Certificate. The Effective Date of the Certificate is the date on which insurance coverage shall take effect and is set forth in the specifications pages of the Certificate. Before the Effective Date of the Certificate can be determined, all of the following conditions must be met:

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the appropriate application for Insurance is signed;

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the minimum initial premium has been paid prior to the Insured’s death;

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the Insured is eligible for the Certificate; and

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the information in the application is determined to be acceptable to the Company.

Once all of these conditions are met, the Effective Date of the Certificate will be the same day of the month as the Plan Anniversary Date. Therefore, the Effective Date of the Certificate will be the same day of the month for all Certificates in a Plan. An Employer can choose whether Certificates that meet the above conditions in any month will have an Effective Date of the Certificate that is the current month or the following month. For example, hypothetically if the Plan Anniversary Date is July 1, 2024 and all the conditions for a particular Certificate are met on October 15, 2024, the Employer may choose as the Effective Date of the Certificate either October 1, 2024 or November 1, 2024, and this date will then be shown on the specifications pages of the Certificates.

Right to Examine Certificate (Free Look Right)

Initial Free Look Period. The free look period begins when you receive your Certificate. The free look period generally ends within 20 days (or such longer period as state law requires) of your receiving the Certificate or, if later, 45 days after you sign the application for coverage. During the free look period, any premiums that we have received will be allocated to the Divisions of the Separate Account and/or the Fixed Account, in accordance with your instructions. You may return the Certificate during this period for a refund. We will refund an amount equal to all premiums paid under the Certificate.

To cancel the Certificate, you should mail or deliver the Certificate directly to us at our Administrative Office. A refund of premiums paid by check may be delayed until the check has cleared the Owner’s bank. (See “General Matters Relating to the Certificate — Postponement of Payments.”)

Free Look For Increase in Face Amount. Similarly, you may cancel an increase in Face Amount within 20 days from the date you received the new Certificate specifications pages for the increase.

If you cancel the Face Amount increase, you may request that we refund the amount of the additional charges deducted in connection with the increase. If no request is made, we will increase the Certificate’s Cash Value by the amount of these additional charges. We will allocate this amount among the Divisions and/or the Fixed Account, in the same manner as it was deducted.

Ownership Rights

The Certificate belongs to the person named in the application, unless later changed. The Owner is usually the same as the Insured unless the application specifies a different person as the Owner or the Owner is changed thereafter. If the Owner is not the Insured and dies before the Insured, the Owner’s interest will go to his or her estate unless otherwise provided. Before the Maturity Date, Owners may exercise their rights and privileges under the Certificates, subject to the right of any assignee of record and any irrevocably designated Beneficiary. The principal rights of the Owner include selecting and changing the Beneficiary, changing the Owner, and assigning the Certificate. Changing the Owner or assigning the Certificate may have tax consequences. After the Maturity Date, the Owner cannot change the payee or the mode of payment of death benefit proceeds, unless otherwise provided in the Certificate.

We reserve the right to limit or modify the manner in which an Owner may exercise the rights and privileges under the Certificate. For example, we reserve the right to restrict changes in the death benefit option and changes in the Face Amount in the first Certificate Year and thereafter to certain monthly dates determined by the Employer in accordance with the Plan. No change will be permitted that would result in the death benefit under a Certificate being included in gross income for failure to meet the requirements of Section 7702 of the Internal Revenue Code or any applicable successor provision.

We will send all reports and other notices described herein or in the Certificate directly to the Owner.

Modifying the Certificate

Any modification or waiver of our rights or requirements under the Certificate must be in writing and signed by our president or a vice president. No agent may bind us by making any promise not contained in the Certificate.

Upon notice to you, we may modify the Certificate:

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to conform the Certificate, our operations, or the Separate Account’s operations to the requirements of any law (or regulation issued by a government agency) to which the Certificate, or our Company, or the Separate Account is subject;

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to assure continued qualification of the Certificate as a life insurance contract under the federal tax laws; or

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to reflect a change in the Separate Account’s operation.

If we modify the Certificate, we will make appropriate endorsements to the Certificate. If any provision of the Certificate conflicts with the laws of a jurisdiction that governs the Certificate, we reserve the right to amend the provision to conform to these laws.

PREMIUMS

Premium Payments

Payroll Deduction Plan, you must pay the minimum premium and the planned premium directly to us. In addition to planned premiums, you may send unscheduled premium payments directly to us at any time and in any amount, subject to the minimum and maximum premium limitations described below. Premium payments made directly to us should be sent to our Administrative Office. The payment of an unscheduled premium payment may have federal income tax consequences.

Minimum Initial Premium

No insurance will take effect until the minimum initial premium set forth in the specifications pages of the Certificate is paid, and the health and other conditions, including eligibility of the Insured described in the application for insurance, must not have changed. The planned premium is an amount that you arrange to pay for the Certificate that is based on the requested initial Face Amount, the Issue Age of the Insured and the charges under the Certificate. (See “Premium Flexibility” below.) You are not required to pay premiums equal to the planned premium.

We will apply the minimum initial premium to a Certificate on the Investment Start Date. We will apply subsequent premiums as of the Valuation Date we receive the premiums. (See “Allocation of Net Premiums and Cash Value.”) Premiums will be “received” on a Valuation Date when we receive at our Administrative Office, before the New York Stock Exchange closes for regular trading (usually 4:00 p.m. Eastern Time), the premium as well as the supporting documentation necessary for us to determine the amount of premium per Certificate.

Premium Flexibility

After the initial premium, and subject to the limitations described below, premiums may be paid in any amount and at any interval. A planned premium payment schedule provides for premium payments in a level amount at fixed intervals (usually monthly) agreed to by the Employer and us. You may skip planned premium payments. Making planned premium payments does not guarantee that the Certificate will remain in force. The Certificate will not necessarily lapse if you fail to make planned premium payments. Rather, this depends on the Certificate’s Cash Surrender Value. If the Cash Surrender Value on any monthly anniversary is less than the monthly deduction you will need to make a premium payment within the grace period to cover the monthly deduction. We will notify you at the beginning of the grace period by mail. The notice will specify the amount of premium required to keep the Certificate in force, and the date the payment is due. Subject to minimum premium requirements, the amount of the premium required to keep the Certificate in force will be the amount of the current monthly deduction. If we do not receive the specified minimum payment within the grace period, the Certificate will lapse and terminate without Cash Value. Upon lapse, any Indebtedness is extinguished and any collateral in the Loan Account is returned to the Company. If the Insured dies during the grace period, any overdue monthly deductions and Indebtedness will be deducted from the death benefit payable. (See “Certificate Lapse and Reinstatement.”)

Premium Limitations

Every premium payment (other than a planned premium) paid must be at least $20. We do not accept payment of premiums in cash or by money order. We reserve the right not to accept a premium payment other than a planned premium for up to six months from the date a partial withdrawal is paid to you, unless the premium payment is required to keep the Certificate in force.

We have established procedures to monitor whether aggregate premiums paid under a Certificate exceed the current maximum premium limitations that qualify the Certificate as life insurance according to federal tax laws. We will not accept any premium payment that would cause your total premiums to exceed those limits. If a premium payment would cause your total premiums to exceed the maximum premium limitations, we will accept only that portion of the premium that would make total premiums equal the maximum amount that may be paid under the Certificate. We will return any part of the premium in excess of the maximum premiums directly to you upon discovery of the excess payment, but in no event later than 60 days after the end of the Certificate Year in which payment is received.

Performance Guarantees

Your Employer may have negotiated an agreement under the Group Policy whereby we will refund a portion of the premium paid during a specified policy period if we fail to meet certain agreed-upon standards of service (“Performance Guarantees”). We will credit (or remit payment) of such premium refund within a specified period following the end of the policy period as directed by your Employer. Please contact your Employer for information on whether there is a Performance Guarantee, the terms of any such Performance Guarantee, and how a premium refund applicable to any particular policy period will be communicated to you.

Modified Endowment Contracts

Under federal tax laws, certain life insurance contracts are classified as modified endowment contracts (“MECs”), which receive less favorable tax treatment than other life insurance contracts. If we receive a premium payment that, together with the remaining scheduled premium payments for the Certificate year, would cause a Certificate to become a MEC, we will accept only that portion of the premium below the MEC limits. We will return any excess amounts directly to you. We will apply premium payments over the MEC limits only when you instruct us to do so in a writing that acknowledges that application of such amounts will result in the Certificate becoming a MEC. We will notify you when we believe that a premium payment will cause a Certificate to become a modified endowment contract. In addition, we will notify you if your Certificate becomes a MEC for any other reason and you may request that we refund any premium received that would cause the Certificate to become a MEC, increase your face amount so that the Certificate does not become a MEC or acknowledge that you want your Certificate to become a MEC.

Allocation of Net Premiums and Cash Value

When you apply for a Certificate, you give us instructions to allocate your net premiums to one or more Divisions of the Separate Account or the Fixed Account. If you fail to provide allocation instructions, we may allocate your net premiums as described in the application. We will allocate your net premiums according to the following rules:

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The minimum percentage of any allocation to an investment option is 10 percent of the net premium.

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Allocation percentages must be in whole numbers and the sum of the percentages must equal 100.

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The initial net premium will be allocated on the Investment Start Date, which is the later of the Effective Date of the Certificate or the date we receive the initial premium at our Administrative Office.

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You may change the allocation instructions for additional net premiums without charge at any time by

providing us with written notice. Any change in allocation will take effect at the end of the Valuation Period during which we receive the change.

Investment returns from amounts allocated to the Divisions of the Separate Account will vary with the investment performance of the Divisions and will be reduced by Certificate charges. You bear the entire investment risk for amounts you allocate to the Divisions. Investment performance will affect the Certificate’s Cash Value, and may affect the death benefit as well. You should periodically review your allocation of premiums and values in light of market conditions and overall financial planning requirements.

CERTIFICATE VALUES

Cash Value

The Cash Value of the Certificate equals the sum of all values in the Fixed Account, the Loan Account, and each Division of the Separate Account. The Cash Value is determined first on the Investment Start Date, and then on each Valuation Date. The Cash Value has no guaranteed minimum amount, and may be more or less than premiums paid.

The Certificate’s Cash Value varies from day to day, depending on the investment performance of the chosen Divisions, interest we credit to the Fixed Account, charges we deduct, and any other transactions (e.g., transfers, partial withdrawals, and loans). We do not guarantee a minimum Certificate Cash Value.

Cash Surrender Value

The Cash Surrender Value is the amount we pay to you upon surrender of a Certificate. We determine the Cash Surrender Value at the end of the Valuation Period when we receive your written surrender request. Cash Surrender Value at the end of any Valuation Day equals Cash Value as of such date, minus any outstanding Indebtedness, any accrued and unpaid monthly deduction and any applicable transaction charge.

Cash Value in the Fixed Account

On each Valuation Date, the Cash Value in the Fixed Account will equal:

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the amount of the Net Premiums allocated or Cash Value transferred to the Fixed Account; plus

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interest at a rate that will not be lower than the guaranteed minimum annual rate in effect on the issue date of your Group Policy, which in no event will be lower than 1%; plus

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any excess interest which we credit and any amounts transferred into the Fixed Account; minus

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the sum of all Certificate charges allocable to the Fixed Account and any amounts deducted from the Fixed Account in connection with partial withdrawals or transfers to the Separate Account.

Cash Value in Each Separate Account Division

The Certificate’s Cash Value in the Separate Account equals the sum of the Certificate’s Cash Values in each Division of the Separate Account. At the end of each Valuation Period, the Cash Value in a Division will equal:

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the value in the Division on the preceding Valuation Date multiplied by the “experience factor” for the current Valuation Period; plus

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all net premiums, loan repayments and Cash Value transfers into the Division during the Valuation Period; minus

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all partial withdrawals, loans and Cash Value transfers out of the Division during the Valuation Period; minus

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the portion of any transfer charge allocated to the Cash Value in the Division during the Valuation Period; minus

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if a Monthly Anniversary occurs during the current Valuation Period, the portion of the Monthly Deduction charged to the Division during the current Valuation Period.

The “experience factor” is calculated by taking the net asset value of the underlying Portfolio at the end of the current Valuation Period; plus the per share amount of any dividend or capital gain distribution paid by the Portfolio during the current Valuation Period; minus any per share charge for our taxes and for any reserve for taxes; and dividing by the net asset value per share at the end of the preceding Valuation Period. We also subtract the Mortality and Expense Charge at a rate not to exceed .002454% for each day in the Valuation Period (an annual rate of 0.90%).

CERTIFICATE BENEFITS

Standard Death Benefit

As long as the Certificate remains in force, we will pay the death benefit proceeds to the Beneficiary once we receive at our Administrative Office (i) satisfactory proof of the Insured’s death, (ii) instructions on how to pay the proceeds , and (iii) any other documents, forms and information we need. We may require you to return the Certificate.

Death benefit proceeds equal:

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the death benefit (described below); plus

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any additional insurance provided by rider; minus

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any unpaid monthly deductions; minus

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any outstanding Indebtedness.

Payment of the Death Benefit

Death benefit proceeds under the Certificate ordinarily will be paid within seven days after we receive proof of the Insured’s death and all other documentation required at our Administrative Office. Payment may, however, be postponed in certain circumstances. See “General Matters Relating to the Certificate — Postponement of

Payments.” The death benefit will be reduced by any outstanding Indebtedness and any due and unpaid Monthly Deduction accruing during a grace period.

Unless otherwise requested and subject to state law, the Certificate’s death proceeds will generally be paid to the Beneficiary through a settlement option called the Total Control Account (if the death proceeds meet the required minimum). The Total Control Account is an interest-bearing account through which the Beneficiary has immediate and full access to the proceeds, with unlimited draft writing privileges. We credit interest to the account at a rate that will not be less than a guaranteed minimum annual effective rate. You may also elect to have any Certificate surrender proceeds paid into a Total Control Account established for you.

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

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

Standard Death Benefit Options

The Certificate provides two death benefit options: a “Level Type” death benefit (“Option A”) and an “Increasing Type” death benefit (“Option B”). Under certain Plans, however, Option B may be the only death benefit option presented. We calculate the amount available under each death benefit option as of the date of the Insured’s death.

Under Option A, the death benefit is:

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the current Face Amount of the Certificate or, if greater,

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the applicable percentage of Cash Value on the date of death.

The applicable percentage is 250% for an Insured Attained Age 40 or below on the Certificate Anniversary before the date of the Insured’s death. For Insureds with an Attained Age over 40 on that Certificate Anniversary, the percentage is lower and gradually declines with age until it reaches 100% at age 95.

Under Option B, the death benefit is:

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the current Face Amount plus the Cash Value of the Certificate or, if greater,

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the applicable percentage of the Cash Value on the date of death. The applicable percentage is the same as under Option A.

Changing Death Benefit Options

After the first Certificate Anniversary, you may change the death benefit option. A request for a change must be made directly to us in writing. The effective date of such a change will be the Monthly Anniversary on or following the date we receive the change request. If an increase in Face Amount precedes or occurs concurrently with a change in death benefit option, the cost of insurance charge may be different for the amount of the increase.

If an Owner changes from Option B to Option A, the Face Amount after the change will equal the Face Amount before the change PLUS the Cash Value on the effective date of change. We will not impose any charges in connection with a change in death benefit option. Changing the death benefit option also may have tax consequences and may affect the net amount at risk over time (which would affect the monthly cost of insurance charge). However, we will not permit any change that would result in your Certificate being disqualified as a life insurance contract under Section 7702 of the Internal Revenue Code. You should consult a tax adviser before changing death benefit options.

Changing Face Amount

You select the Face Amount when applying for the Certificate. Subject to certain limitations set forth below, you may increase or decrease the Face Amount of a Certificate (without changing the death benefit option) after the first Certificate Anniversary. A change in Face Amount may affect the cost of insurance rate and the net amount at risk, both of which affect your cost of insurance charge. Changing the Face Amount also may have federal income tax consequences and you should consult a tax adviser before doing so.

Cash Surrender Value in effect immediately after the increase must be sufficient to cover the next monthly deduction. If you are paying premiums under a Payroll Deduction Plan, however, you may increase the Face Amount and under certain conditions may do so without providing evidence of insurability. These conditions vary from Plan to Plan and may include a change in family status due to marriage, divorce or the addition of a child (subject to maximum increase amounts) or an increase in your salary provided you have not previously declined any such increase in your Face Amount. The conditions and requirements that apply to your Plan are set forth in the Certificate. If evidence of insurability is not required, the increase will generally become effective on the Monthly Anniversary on or following the date of the request.

Face Amount Decreases. You may decrease the Face Amount by written request to us. Any decrease in the Face Amount will become effective on the Monthly Anniversary on or following our receipt of the written request. The amount of the requested decrease must be at least $5,000 and the Face Amount remaining in force after any requested decrease may not be less than the minimum Face Amount, $10,000. If, following a decrease in Face Amount, the Certificate would not comply with the maximum premium limitations required by federal tax law, we will (at your election) either limit the decrease or return Cash Value to you to the extent necessary to meet those requirements. A decrease in the Face Amount generally will reduce the net amount at risk, which will reduce the cost of insurance charges. (See “Charges and Deductions — Cost of Insurance Charge.”)

Mandatory Face Amount Decreases Provision. Your Certificate may contain a provision that would reduce the Face Amount as the Insured attains various ages. The ages at which a reduction will be triggered and the amount of the reduction may vary from Plan to Plan but will apply consistently to all Certificates issued under the Plan. Please refer to your Certificate to determine if it contains this provision and if so, what ages and percentages apply.

An example of how the provision will work is as follows: a Certificate may provide that on or after age 65, the Face Amount will be reduced to 65% of the Face Amount in effect on the day before the Insured’s 65th birthday (the “pre-65 Face Amount”). At age 70, the Face Amount will be 45% of the pre-65 Face Amount, at age 75, the Face Amount will be 30% of the pre-65 Face Amount and at age 80 or older, the Face Amount will be 20% of the pre-65 Face Amount.

A decrease in the Face Amount will result in a decrease in Death Benefit. If, following a decrease in Face Amount, the Certificate would not comply with the maximum premium limitations required by federal law, we will (at your election) either limit the decrease or return Cash Value to the Owner to the extent necessary to meet those requirements.

Changing Owner or Beneficiary

The Owner may change the ownership and/or Beneficiary designation by written request in a form acceptable to us at any time during the Insured’s lifetime. We may require that the Certificate be returned for endorsement of any change. The change will take effect as of the date the Owner signs the written request, whether or not the Insured is living when the request is received by us. We are not liable for any payment we make or any action we take before we receive the Owner’s written request. If the Owner is also a Beneficiary of the Certificate at the time of the Insured’s death, the Owner may, within 60 days of the Insured’s death, designate another person to receive the Certificate proceeds. Changing the Owner may have adverse tax consequences. The Owner should consult a tax adviser before doing so.

Surrender and Partial Withdrawals

During the lifetime of the Insured and while a Certificate is in force, you may surrender the Certificate, or make a partial withdrawal of the Cash Value. We generally will forward amounts payable upon surrender or a partial withdrawal within seven days of receipt of your request. We may postpone payment of surrenders and partial withdrawals under certain conditions. Surrenders and partial withdrawals may have federal income tax consequences.

Surrender. You may surrender the Certificate by sending a written request, on a form provided by us, by mail, email or facsimile to our Administrative Office. We determine the Cash Surrender Value as of the end of the Valuation Period during which we receive the surrender request. To effect a surrender, we may require that you return the Certificate to our Administrative Office along with the request to surrender the Certificate. Alternatively, we may require that the request be accompanied by a completed affidavit of lost Certificate. We can provide a lost Certificate upon request.

Upon surrender, we will pay to you the Cash Surrender Value on the date of surrender. If we receive the request to surrender the Certificate on a Monthly Anniversary, the monthly deduction otherwise deductible will be included in the amount paid. Coverage and other benefits under a Certificate will terminate as of the date of surrender and cannot be reinstated.

Partial Withdrawals. You may make up to one partial withdrawal each Certificate Month. You may request a partial withdrawal in writing on a form provided by us (by mail, email or facsimile) to our Administrative Office or via the Internet. We will process each partial withdrawal using the Cash Value determined at the end of the Valuation Period during which we receive your request. The total amount available for withdrawal may not exceed the total Cash Surrender Value of the Certificate.

The minimum amount of a partial withdrawal, net of any transaction charges, is currently $200. We reserve the right to increase this minimum amount up to $500. The maximum amount that can be withdrawn, including the partial withdrawal transaction charge, is the Cash Surrender Value less twice the amount of the Monthly Deduction just prior to the partial withdrawal. While we are currently allowing partial withdrawals in an amount, including the partial withdrawal transaction charge, equal to the Cash Surrender Value, we reserve the right to reduce the maximum withdrawal amount by twice the amount of the Monthly Deduction. The partial withdrawal transaction charge equals the lesser of $25 or 2% of the amount withdrawn. In addition, the maximum amount that can be withdrawn in any Certificate Year, from the Fixed Account is 25% of the largest amount in the Fixed Account over the last four Certificate Years (or less if the Certificate has been in force for less than four Certificate Years). We are not currently enforcing this restriction on partial withdrawals from the Fixed Account but reserve our right to do so in the future. Subject to the above conditions, you may allocate the amount withdrawn among the Divisions and/or the Fixed Account. If no allocation is specified, we will deduct the amount of the partial withdrawal (including any partial withdrawal transaction charge) from the Fixed Account and the Divisions on a pro-rata basis (that is, based on the proportion that the Certificate’s Cash Value in the Fixed Account and in each Division bears to the unloaned Cash Value of the Certificate). If restrictions on amounts that may be withdrawn from the Fixed Account will not allow this proportionate allocation, we will request that you specify an acceptable allocation. If, following a partial withdrawal, insufficient funds remain in a Division and/or the Fixed Account to pay the partial withdrawal transaction charge as allocated, the unpaid charges will be allocated equally among the remaining Divisions and/or the Fixed Account. You may request that the partial withdrawal transaction charge be paid from your Cash Value in a particular Division and/or in the Fixed Account. You may not make a partial withdrawal if, or to the extent that, the partial withdrawal would reduce the Face Amount below $10,000.

A partial withdrawal can affect the Face Amount, the death benefit and the net amount at risk (which is used to calculate the cost of insurance charge). If death benefit Option A is in effect and the death benefit equals the Face Amount, we will reduce the Face Amount, and thus the death benefit, by the amount of the partial withdrawal (plus the partial withdrawal transaction charge). If Option B is in effect and the death benefit equals the Face Amount plus the Cash Value, we will not reduce the Face Amount, but will reduce the Cash Value and, thus, the death benefit by the amount of the partial withdrawal (plus the partial withdrawal transaction charge). If however, the death benefit is in a “tax corridor” under either Option A or Option B that is, if the death benefit equals the Cash Value multiplied by a percentage based on federal tax law requirements described in Section 7702(d) of the Internal Revenue Code, then we will reduce the Face Amount to the extent that the amount of the partial withdrawal (plus the partial withdrawal transaction charge) exceeds the amount equal to the difference between the death benefit and the Face Amount. We will reduce the death benefit correspondingly. (See “ Certificate Benefits — Standard Death Benefit Options.”) Face Amount decreases resulting from partial withdrawals will first reduce the most recent Face Amount increase, then the most recent increases in succession, and lastly the initial Face Amount.

Transfers

You may transfer Cash Value, not including amounts credited to the Loan Account, among the Divisions available with the Certificate and between the Divisions and the Fixed Account. You may request a transfer in writing on a form provided by us (by mail, email or facsimile) to our Administrative Office or via the Internet. The maximum amount that can be transferred in any Certificate Year from the Fixed Account is 25% of the largest amount in the Fixed Account over the last four Certificate Years (or less if the Certificate has been in force for less than four Certificate Years). The following terms apply to transfers under a Certificate:

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We will make transfers and determine all values in connection with transfers as of the end of the Valuation Period during which the transfer request is received at our Administrative Office. Transfer requests received before the New York Stock Exchange closes for regular trading receive same-day pricing. If we receive a transfer request after the New York Stock Exchange closes (usually 4:00 p.m. Eastern Time) for regular trading, we will process the order using the accumulation unit value for the Division determined at the close of the next regular trading session of the New York Stock Exchange.

•

We will consider all transfer requests received on the same Valuation Day as a single transfer request.

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The minimum amount that you must transfer is currently $200 (however, we reserve the right to increase this minimum amount up to $500), or, if less, the Certificate’s Cash Value in a Division or in the Fixed Account. (We are not currently enforcing this restriction for transfers from the Fixed Account but reserve the right to do so in the future.) Where a single transfer request calls for more than one transfer, and not all of the transfers would meet the minimum requirements, we will make those transfers that do meet the requirements. Transfers resulting from Certificate Loans will not be counted for purposes of the limitations on the amount or frequency of transfers allowed in each month or year.

•

We may impose a charge of $25 for each transfer in excess of 12 in a Certificate Year.

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The Company may modify the privilege of transferring amounts to or from the Fixed Account at any time.

Restrictions on Frequent Transfers

performance of the Portfolios, which may in turn adversely affect Owners and other persons who may have an interest in the Certificates (e.g., Beneficiaries).

We have policies and procedures that attempt to detect and deter frequent transfers in situations where we determine there is a potential for arbitrage trading. Currently, we believe that such situations may be presented in the international, small-cap, and high-yield Portfolios (these Portfolios, referred to as the “Monitored Funds,” are identified below) and we monitor transfer activity in those Monitored Funds.

The following Portfolios are “Monitored Funds”:

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American Funds New World Fund®

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American Funds U.S. Government Securities Fund

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Invesco Global Equity Portfolio

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MetLife MSCI EAFE® Index Portfolio

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MetLife Russell 2000® Index Portfolio

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Western Asset Management Strategic Bond Opportunities Portfolio

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

Our policies and procedures may result in transfer restrictions being applied to deter frequent transfers. Currently, when we detect transfer activity in the Monitored Funds that exceeds our current transfer limits, we require future transfer requests to or from any Monitored Funds under that Certificate to be submitted with an original signature. A first occurrence will result in a warning letter; a second occurrence will result in the imposition of the restriction for a six-month period; a third occurrence will result in the permanent imposition of the restriction.

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

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

Restrictions on Large Transfers

Loans

Loan Privileges. You may, by request in writing on a form provided by us (by mail, email or facsimile) to our Administrative Office or via the Internet, borrow an amount up to the Loan Value of the Certificate, with the Certificate serving as sole security for such loan. The Loan Value is equal to (a) minus (b), where:

(a)

is 85% of the Cash Value of the Certificate on the date the Certificate Loan is requested; and

(b)

is the amount of any outstanding Indebtedness.

The minimum amount that you may borrow is currently $200, however we reserve the right to increase this minimum amount up to $500. We will ordinarily pay any amount due to you under a Certificate Loan within seven days after we receive the loan request at our Administrative Office, although we may postpone payments under certain circumstances.

We will process each loan request using the Cash Value determined at the end of the Valuation Period during which we receive your request.

When a Certificate Loan is made, we will transfer Cash Value equal to the amount of the loan to the Loan Account as collateral for the loan. We will also transfer an amount equal to the loan interest due at the next Certificate Anniversary, discounted at an interest rate equal to the current Loan Account crediting rate. Unless you request a different allocation, we will transfer amounts from the Divisions of the Separate Account and the Fixed Account in the same proportion that the Certificate’s Cash Value in each Division and the Fixed Account bears to the unloaned Cash Value. This will reduce the Certificate’s Cash Value in the Separate Account and the Fixed Account. These transactions will not be considered transfers for purposes of the limitations on transfers.

Interest Rate Charged For Certificate Loans. We charge you interest not to exceed 8% per year on a loan. Loan interest is due and payable in arrears on each Certificate Anniversary or for the duration of the Certificate Loan, if shorter. If you do not pay the interest charged when it is due, we will transfer to the Loan Account an amount of Cash Value equal to the interest due. We will deduct the amount transferred from the Divisions and the Fixed Account in the same proportion that the Cash Value in each Division and the Fixed Account bears to the unloaned Cash Value.

Loan Account Interest Rate Credited. Amounts in the Loan Account will earn interest daily at an annual rate that will not be lower than the guaranteed minimum rate in effect on the issue date of your Group Policy, which in no event will be lower than 1%. The Loan Account interest credited will be transferred to the Divisions and the Fixed Account: (i) at least each Plan Anniversary; (ii) when a new loan is made; (iii) when a loan is partially or fully repaid; and (iv) when an amount is needed to meet a monthly deduction. We also guarantee that the Loan Interest Spread will not be greater than 2%.

Repayment of Indebtedness. You may repay all or part of your Indebtedness at any time while the Insured is living and the Certificate is in effect. All repayments should be made directly to us at our Administrative Office. Upon repayment, we will allocate an amount equal to the loan repayment (but not more than the amount of the

outstanding Indebtedness) from the Loan Account back to the Fixed Account and the Separate Account Divisions in the same proportions as Net Premiums are then being allocated.

We will treat amounts paid while a Certificate Loan is outstanding as premiums unless you request in writing that the payments be treated as repayment of Indebtedness.

Effect of Certificate Loans. Whether or not repaid, a Certificate Loan will permanently affect the Cash Value and Cash Surrender Value of a Certificate, and may permanently affect the amount of the death benefit. This is because the collateral for the Certificate Loan (the amount held in the Loan Account) does not participate in the performance of the Separate Account while the loan is outstanding. If the Loan Account interest credited is less than the investment performance of the selected Division, the Certificate values will be lower as a result of the loan. Conversely, if the Loan Account interest credited is higher than the investment performance of the Division, the Certificate values may be higher. We will deduct any outstanding Indebtedness from the proceeds payable upon the death of the Insured, surrender, or the maturity of the Certificate.

There are risks associated with taking a Certificate Loan, including the potential for a Certificate to lapse if the Indebtedness exceeds the Cash Value on any Monthly Anniversary. In addition, if the Certificate is a MEC, then a Certificate Loan will be treated as a partial withdrawal for federal income tax purposes. A loan also may have possible adverse tax consequences that could occur if a Certificate is exchanged, canceled or lapses with loans outstanding. A loan from or secured by a Certificate that is not classified as a MEC should generally not be treated as a taxable distribution so long as the Certificate stays in force. You should seek competent advice before requesting a Certificate loan.

Payment of Benefits at Maturity

If the Insured is living and the Certificate is in force, we will pay the Cash Surrender Value to you on the Maturity Date. Amounts payable on the Maturity Date ordinarily will be paid within seven days of that date, although payment may be postponed under certain circumstances. A Certificate will mature on the Certificate Anniversary on which the Insured reaches a certain Attained Age, generally 95. In some Plans, the Attained Age may be later than 95. Please refer to the specifications page of your Certificate for the Attained Age that applies to your Certificate.

Telephone, Facsimile, Email and Internet Requests

In addition to written requests, we may accept instructions by telephone, facsimile, email and via the Internet from you or an authorized third party regarding transfers, loans, partial withdrawals and certain Certificate changes, subject to the following conditions.

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We will employ reasonable procedures to confirm that instructions are genuine.

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If we follow these procedures, we are not liable for any loss, damage, cost, or expense from complying with instructions we reasonably believe to be authentic. You bear the risk of any such loss.

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These procedures may include requiring forms of personal identification before acting upon instructions and/or providing written confirmation of transactions to you.

•

We reserve the right to suspend telephone, facsimile, email and/or Internet instructions at any time for any class of Certificates for any reason.

CERTIFICATE LAPSE AND REINSTATEMENT

Lapse

A Certificate may enter a 62-day grace period and possibly lapse (terminate without value or death benefit) if the Cash Surrender Value is not enough to cover the next monthly deduction. If you have taken out a loan, then your Certificate also will enter a grace period and possibly lapse whenever the Indebtedness exceeds the Cash Value on the Monthly Anniversary. Thus, the payment of premiums in any amount does not guarantee that the Certificate will remain in force until the Maturity Date.

We will notify you at the beginning of the grace period by mail. The notice will specify the amount of premium required to keep the Certificate in force, and the date the payment is due. Subject to minimum premium requirements, the amount of the premium required to keep the Certificate in force will be the amount of the current monthly deduction. If we do not receive the specified minimum payment within the grace period, the Certificate will lapse and terminate without Cash Value. Upon lapse, any Indebtedness is extinguished and any collateral in the Loan Account is returned to the Company. If the Insured dies during the grace period, any overdue monthly deductions and Indebtedness will be deducted from the death benefit payable.

Your Certificate can also terminate in some cases if your Employer ends its participation in the Group Policy. This is discussed in detail under “Effect of Termination of Employer Participation in the Group Policy,” below. If your Employer replaces your Plan with another plan that offers a life insurance product designed to have cash value, we will transfer your Cash Surrender Value to the other life insurance product. If the other life insurance product is not designed to have cash value, or you are not covered by the new product, or your Employer does not replace your Plan with another Plan that offers a life insurance product, we will pay your Cash Surrender Value to you. The federal income tax consequences of the distribution to you would be the same as if you surrendered your Certificate.

Reinstatement

Unless you have surrendered the Certificate, you may reinstate a lapsed Certificate by written application at any time while the Insured is alive and within three years after the end of the Grace Period and before the Maturity

Date. You may not reinstate a lapsed Certificate if the Plan has been terminated and the Plan would not permit you to retain your Certificate.

Reinstatement is subject to the following conditions:

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Evidence of the insurability of the Insured satisfactory to us (including evidence of insurability of any person covered by a rider to reinstate the rider).

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Payment or reinstatement of any Indebtedness. Any Indebtedness reinstated will cause a Cash Value of an equal amount also to be reinstated.

If you meet the requirements to reinstate a lapsed Certificate your face amount will be reinstated to the amount in effect immediately prior to the lapse. If you reinstate a lapsed Certificate and elect to reinstate any Indebtedness existing immediately before the Certificate lapsed, the corresponding collateral for the Indebtedness would also be reinstated as part of the Cash Value of the reinstated Certificate. The amount of Cash Value on the date of reinstatement will be equal to the amount of any Indebtedness reinstated, increased by the net premiums paid at reinstatement and any loans paid at the time of reinstatement.

If a Certificate is reinstated after 90 days of lapse, a new Certificate will be issued to you. The effective date of the new Certificate will be the Monthly Anniversary on or next following the date we approve the application for reinstatement. There will be a full monthly deduction for the Certificate Month that includes that date. If the Group Contract was issued before January 1, 2020, the guaranteed cost of insurance rates for the new Certificate will be based on the 2001 Commissioners Standard Ordinary Mortality Table C. If the Group Contract was issued on or after January 1, 2020, the guaranteed cost of insurance rates will be based on the 2017 Commissioners Standard Ordinary Male Mortality Table.

CHARGES AND DEDUCTIONS

We will deduct certain charges under the Certificate in consideration for: (i) services and benefits we provide; (ii) costs and expenses we incur; (iii) risks we assume; and (iv) our profit expectations.

Services and benefits we provide:

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

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investment options, including premium allocations,

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administration of elective options, and

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the distribution of reports to Owners.

Costs and expenses we incur:

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

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overhead and other expenses for providing services and benefits,

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sales and marketing expenses, and

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

Risks we assume:

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

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that the costs of providing the services and benefits under the Certificates exceed the charges we deduct.

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

Transaction Charges

Premium Expense Charge. The maximum premium expense charge will not exceed 7.75%. This charge compensates us for costs associated with distributing the Certificates. The current premium expense charge for Group A and Group B charge structures is up to 1%.

Premium Tax Charge. Many states and localities impose a tax on premiums received by insurance companies. These premium taxes vary from jurisdiction to jurisdiction and range from 0% to 5.0% of premiums paid. The premium tax charge will not exceed 2.25%. The current Premium Tax Charge for Group A and Group B charge structures is 2.25%.

To cover these premium expenses and premium taxes, we will either assess an explicit premium expense charge and premium tax charge or increase our insurance rates to cover these premium expenses and premium taxes. If your Employer chooses the Group A or Group B charge structure, we will reduce premium payments by an explicit premium expense charge and premium tax charge. If your Employer chooses the Group C charge structure, we will not assess an explicit premium expense charge and premium tax charge but will include them in our insurance rates resulting in a higher cost of insurance charge. For a more detailed explanation of the different charge structures that apply to each Group, please see “Selection of Charge Structure (Group A, Group B and Group C)” above.

On the specifications page of your Certificate the premium expense charge and the premium tax charge are combined into one amount that is referred to as the premium expense charge.

Transfer Charge. You may transfer a portion of your Cash Value. For each transfer in excess of 12 in a single Certificate Year, we may impose a charge of $25 to cover administrative costs incurred in processing the transfer. We are currently waiving this charge.

Periodic Charges

Monthly Deduction. We will make the monthly deduction on the Investment Start Date and on each succeeding Monthly Anniversary. We will make deductions from each Division and the Fixed Account in the same proportion that the Certificate’s Cash Value in each Division and the Fixed Account bears to the unloaned Cash Value on the date the monthly deduction is made. Because portions of the monthly deduction, such as the cost of insurance, can vary from month to month, the monthly deduction also will vary.

The monthly deduction has several components:

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the cost of insurance charge;

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the premium tax charge (for Group C Certificate Owners, this is included as part of the cost of insurance charge);

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a monthly administrative charge (for Group B and Group C Certificate owners, this is included as part of the cost of insurance charge); and

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the charges for any riders.

Cost of Insurance Charge. We assess a monthly cost of insurance charge on each Monthly Anniversary (to cover the next Certificate Month) to compensate us for underwriting the death benefit and for certain administrative costs, for Group B and Group C charge structures, and, for the Group C charge structure, to cover state and local premium tax and premium expense charge. The charge depends on the applicable cost of insurance rate and the net amount at risk in the Certificate Month in which the charge is calculated. The charge may vary from Certificate to Certificate and from Certificate Month to Certificate Month.

We will determine the monthly cost of insurance charge by multiplying the applicable cost of insurance rate or rates by the net amount at risk for each Certificate Month. The net amount at risk for a Certificate Month equals: (i) the death benefit at the beginning of the Certificate Month; LESS (ii) the Cash Value at the beginning of the Certificate Month.

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Cost of Insurance Rates. The current cost of insurance rates are based on the Attained Age and the rate class of the Insured. We base the current cost of insurance rates on our expectations as to future mortality experience. We currently issue the Certificates on a guaranteed issue or simplified underwriting basis without regard to the sex of the Insured. Whether a Certificate is issued on a guaranteed issue or simplified underwriting basis does not affect the cost of insurance charge determined for that Certificate.

The current cost of insurance rates will not exceed the guaranteed cost of insurance rates set forth in the Certificate. The guaranteed cost of insurance rates will not exceed 400% of the rates that could be charged based on the 2001 Commissioners Standard Ordinary Male Mortality Table (“2001 CSO Table”) for Group Policies issued prior to January 1, 2020 and based on 2017 CSO Table for Group Policies issued on and after January 1, 2020. The guaranteed rates are higher than either the rates in the 2001 CSO Table or the 2017 CSO Table, as applicable, because we use guaranteed or simplified underwriting procedures whereby the Insured is not required to submit to a medical or paramedical examination. Under these underwriting methods, then, healthy individuals will pay higher cost of insurance rates than they would pay under substantially similar policies using different underwriting methods. The current cost of insurance rates are generally lower than 100% of either the 2001 CSO Table or the 2017 CSO table, as applicable.

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Net Amount at Risk. The net amount at risk is affected by investment performance, loans, payments of premiums, Certificate fees and charges, the death benefit option chosen, partial withdrawals, and decreases in Face Amount.

The current maximum cost of insurance is $7.28 per $1,000 of net amount at risk and the current minimum cost of insurance is $0.02 per $1,000 of net amount at risk.

Monthly Administrative Charge. We assess either an explicit monthly administrative charge from each Certificate or increase our insurance rates to compensate us for ordinary administrative expenses such as record keeping, processing death benefit claims and Certificate changes, preparing and mailing reports, and overhead costs. If your Employer chooses the Group A charge structure, the amount of this charge is set forth in the specifications pages of the Certificate. The guaranteed maximum administrative charge we can apply to any Certificate can vary but will not exceed $6.50 per Certificate per month. The current administrative charge that we apply to Certificates in Group A is up to $3.50 per month. Please refer to your Certificate Schedule Page for the administrative charge that applies to your Certificate. If your Employer chooses the Group B or Group C charge structure, the monthly administrative charge will not be charged as an explicit charge but will be included in our insurance rates resulting in a higher cost of insurance charge.

These maximum guaranteed charges are guaranteed not to increase over the life of the Certificate. In addition, when we believe that lower administrative costs will be incurred in connection with a particular Plan, we may modify the charge for that Plan.

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Waiver of Monthly Deductions During Total Disability Rider. This Rider provides for the waiver of monthly deductions while the Insured is totally disabled, subject to certain limitations. The Insured must have become disabled before age 60. The charge under this rider is assessed by increasing the applicable cost of insurance rates by up to 12%. There is currently no additional charge for this rider.

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Dependent Life Benefit Rider (for both children and spouse or for children coverage only or spouse coverage only). This rider provides for term insurance on the Insured’s children and/or spouse, as defined in the rider. The death benefit will be payable to the named Beneficiary upon the death of the spouse or upon the death of any insured child. Under certain conditions, the rider may be exchanged for an individual life insurance policy. The charge for this rider is assessed per $1,000 of insurance coverage provided. The current maximum cost for Spouse coverage is $8.59 per $1,000 of coverage and the current minimum cost for Spouse coverage is $0.03 per $1,000 of coverage. The current cost for Child coverage is up to $0.23 per $1,000 of coverage.

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Accidental Death and Dismemberment Insurance Rider. This rider provides for the payment of an insurance benefit if the Insured sustains an accidental injury that is the direct and sole cause of the Insured’s death or the Insured’s loss of a body part or bodily function. The benefit amount is based on a percentage of the Certificate’s face amount and varies with the type of loss, as specified in the rider. Additional benefit amounts identified in the rider may be payable if the loss occurs and the Insured has properly used identified safety features, such as air bags and seat belts. The percentage is 100% for loss of life and generally ranges from 25% to 100% for loss of a body part or bodily function. The current maximum cost for this rider is $0.02 per $1,000 of net amount at risk and the current minimum of $0.01 per $1,000 of net amount at risk.

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Accelerated Benefits Rider. This rider provides for the accelerated payment of a portion of death benefit proceeds in a single sum to you if the Insured is terminally ill. We do not currently impose a charge for this rider. However, we reserve the right to deduct an administrative charge of $150 from the accelerated death benefit at the time it is paid.

Mortality and Expense Risk Charge. We will deduct a daily charge from the Separate Account at a rate not to exceed 0.002454% (an annual rate of 0.90%) of the net assets of each Division of the Separate Account. We may reflect a reduction in the current rate as a credit to Cash Value.

This charge compensates us for certain mortality and expense risks we assume. The mortality risk we assume is that an Insured may die sooner than anticipated and that we will pay an aggregate amount of death benefits greater than anticipated. The expense risk assumed is that expenses incurred in issuing and administering the Certificate will exceed the amounts realized from the administrative charges assessed against the Certificate. If this charge does not cover our actual costs, we absorb the loss. Conversely, if the charge more than covers our actual costs, we add the excess to our surplus. We expect to profit from this charge and may use such profits for any lawful purpose, including covering distribution and other expenses. The Mortality and Expense Risk Charge is currently 0.75% (annually) of the net assets of each Division of the Separate Account.

Loan Interest Charge. We charge interest on Certificate loans at a maximum annual interest rate of 8.00%, payable in arrears on each Certificate anniversary or for the duration of the Certificate Loan, if shorter. We also will credit the amount in the Loan Account with interest at an effective annual rate that will not be lower that the guaranteed minimum rate in effect on the issue date of your Group Policy, which in no event will be lower than 1%. We also guarantee that the Loan Interest Spread will not be greater than 2%. Our current interest rate is 8.00% and our current crediting rate is 7.25%. The current loan interest spread is 0.75%.

Federal Taxes

Variations in Charges

We may vary the amounts of charges described in this Prospectus as a result of such factors as: (1) differences in legal requirements in the jurisdictions where the Certificates are sold; (2) differences in actual or expected risks, expenses, including sales and administrative expenses, Certificate persistency, premium payment patterns, or mortality experience among different categories of purchasers or Insureds; and (3) changes in Certificate pricing that we may implement from time to time. Generally, the attributes of each group make it likely that its cost of insurance rates will be distinct from those of other groups. We may take into account additional information provided by prospective Employers in assessing these differences and determining any variances in charges, subject to our underwriting guidelines. Any such variations will be pursuant to our administrative procedures that we establish and will not discriminate unfairly against any Certificate Owner within a group. Any such variations may apply to existing Certificates as well as to Certificates issued in the future, except that the charges under any Certificate may never exceed the maximums therein.

Portfolio Charges and Expenses

FEDERAL TAX MATTERS

Tax Status of the Policy or Certificate

The following discussion assumes that the Policy or Certificate, as applicable, will qualify as a life insurance contract for federal income tax purposes.

Tax Treatment of Policy or Certificate Benefits

Certificate, as applicable, or where a business is the Owner of the Policy or Certificate, as applicable, covering the life of an Employee, if certain notice and consent and other requirements are not satisfied.

Distributions Other Than Death Benefits From Modified Endowment Contracts. Policies or Certificates, as applicable, classified as modified endowment contracts are subject to the following tax rules:

(1)

All distributions other than death benefits, including distributions upon surrender, withdrawals and distributions of Cash Surrender Value to the Owner in the case of certain Plans where there is no succeeding plan of insurance or the succeeding carrier is unable to accept the Cash Surrender Value, from a modified endowment contract will be treated first as distributions of gain taxable as ordinary income and as tax-free recovery of the Owner’s investment in the Policy or Certificate, as applicable, only after all gain has been distributed.

(2)

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

(3)

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

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

Before taking out a Policy or Certificate, as applicable, loan, you should consult a tax adviser as to the tax consequences.

Puerto Rico branch of a United States life insurance company is U.S.-source income that is generally subject to federal income tax. Note, however, that the foregoing rule may not apply to certain contracts issued by Puerto Rican branches of U.S. life insurance companies before January 1, 2005, provided that such payments are made pursuant to binding life insurance contracts issued by such branches on or before July 12, 2004.

taxes may be imposed and how ownership or receipt of Policy or Certificate, as applicable, proceeds will be treated for purposes of federal, state and local estate, inheritance, generation-skipping and other taxes.

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

ADDITIONAL BENEFITS AND RIDERS

In addition to the standard death benefit associated with your Certificate, other standard and/or optional benefits may also be available to you. The following table summarizes information about those benefits. Information about the fees associated with each benefit included in the table may be found in the Fee Table. We currently offer the following riders under the Certificate, subject to state availability:

NAME OF BENEFIT	PURPOSE	IS BENEFIT STANDARD OR OPTIONAL?	BRIEF DESCRIPTION OF RESTRICTIONS OR LIMITATIONS
Waiver of Monthly Deductions During Total Disability Rider	This rider provides for the waiver of monthly deductions while the Insured is totally disabled, including cost of Insurance and monthly certificate expense charges, upon proof of disability.	Standard	The rider is standard if elected by the Employer at the group level. There is no individual election at the Employee level, and the Employee may not terminate the benefit. You should ask your Employer if this benefit is included. The Insured must have become disabled before age 60.
Dependent Life Benefit — Children’s Term Insurance Benefit	This rider provides term insurance in an amount selected at issue upon proof of death for any insured child.	Optional	You may choose to add this benefit if your Employer makes the benefit available. Depending upon your Employer’s elected rider benefit, you may also need to be on active status. You should ask your Employer if this benefit is included and whether you need to be on active status in order to elect it. Coverage applied for after certificate issue may be subject to underwriting.

NAME OF BENEFIT	PURPOSE	IS BENEFIT STANDARD OR OPTIONAL?	BRIEF DESCRIPTION OF RESTRICTIONS OR LIMITATIONS
Dependent Life Benefit — Spouse Term Insurance Benefit	This rider provides term insurance in an amount selected at issue upon proof of death of the Insured’s spouse.	Optional	You may choose to add this benefit if your Employer makes the benefit available. Depending upon your Employer’s elected rider benefit, you may also need to be on active status. You should ask your Employer if this benefit is included and whether you need to be on active status in order to elect it. Coverage applied for after certificate issue may be subject to underwriting.
Accelerated Benefits Rider	Under this rider, you may receive an accelerated payment of a portion of your death benefit if the Insured is terminally ill and expected to die within less than 12 months (subject to state variations).	Standard	The rider is standard if elected by the Employer at the group level. There is no individual election at the Employee level, and the Employee may not terminate the benefit. You should ask your Employer if this benefit is included. Payment under this rider may affect eligibility for benefits under state or federal law.
Accidental Death and Dismemberment Benefit	This rider provides for the payment of an insurance benefit if the Insured sustains an accidental injury that is the direct and sole cause of the Insured’s death or the Insured’s loss of a body part or bodily function.	Standard	The rider is standard if elected by the Employer at the group level. There is no individual election at the Employee level, and the Employee may not terminate the benefit. You should ask your Employer if this benefit is included.

NAME OF BENEFIT	PURPOSE	IS BENEFIT STANDARD OR OPTIONAL?	BRIEF DESCRIPTION OF RESTRICTIONS OR LIMITATIONS
Paid-Up Certificate Benefit	Terminates the death benefit (and any riders in effect) and uses all or part of the Cash Surrender Value as a single premium for a “paid-up” benefit.	Standard	The paid-up benefit must not be more than can be purchased using the Certificate’s Cash Surrender Value, more than the death benefit under the Certificate at the time you choose to use this provision, or less than $10,000. Once you have elected a paid-up benefit, you may no longer allocate Cash Value to the Separate Account or the Fixed Account.
Will Preparation Service	MetLife makes a will preparation service available to you (subject to state variations).	Standard	The rider is standard unless your Employer decides not to make it available. The will preparation service is made available through a MetLife affiliate.
Estate Resolution Services	This benefit provides certain probate services in the event you or your Spouse dies (subject to state variations).	Standard	The rider is standard unless your Employer decides not to make it available. The probate services are made available through a MetLife affiliate.
Dollar Cost Averaging Automatic Investment Strategy	Allows you to automatically transfer a predetermined amount of money from the Division that invests in the money market fund or an ultra short-term fund to a number of available Divisions.	Standard	Dollar Cost Averaging occurs after the close of business on each Monthly Anniversary or after close of business on the next business day following each Monthly Anniversary should your Monthly Anniversary fall on a nonbusiness day (weekend or holiday).

NAME OF BENEFIT	PURPOSE	IS BENEFIT STANDARD OR OPTIONAL?	BRIEF DESCRIPTION OF RESTRICTIONS OR LIMITATIONS
Annual Automatic Portfolio Rebalancing	Allows you to automatically reallocate your Cash Value among the elected Divisions to return the allocation to the percentages you specify.	Standard	This rebalancing occurs annually after the close of business on your Certificate anniversary or after the close of business on the next business day following your Certificate anniversary should your Certificate anniversary fall on a non-business day (holiday or weekend).

Additional Insurance Benefits

Waiver of Monthly Deductions During Total Disability Rider. This Rider provides for the waiver of monthly deductions while the Insured is totally disabled as defined in the Rider. The Insured must provide proof that they are unable to perform any other job for which the Insured is fit by education, training or experience. The Insured must have become disabled before age 60. The charge under this rider is assessed by increasing the applicable cost of insurance rates by 12%.

This waiver applies to both the GVUL insurance coverage and any associated rider coverages but does not include any optional investment premium or separate Spouse GVUL certificate.

For example, if you elected to purchase this rider on your children, and you have $5,000 of coverage under this rider, and your child dies while the child rider is in force, we will pay $5,000 in death benefit to the Beneficiary upon the death of the child.

Accidental Death and Dismemberment Insurance Rider. This rider provides for the payment of an insurance benefit if the Insured sustains an accidental injury that is the direct and sole cause of the Insured’s death or the Insured’s loss of a body part or bodily function. The benefit amount is based on a percentage of the Certificate’s face amount and varies with the type of loss, as specified in the rider. The percentage is 100% for loss of life and generally ranges from 25% to 100% for loss of a body part or bodily function. Additional benefit amounts identified in the rider may be payable if the loss occurs and the Insured has properly used identified safety features, such as air bags and seat belts.

For example, if your Employer has included Accidental Death and Dismemberment Insurance in your Group Insurance Plan, and your Accidental Death and Dismemberment Insurance benefit amount is $100,000, if you lose sight in one eye as defined in the Certificate rider, we will pay you $50,000.

Accelerated Benefits Rider. This rider provides for the accelerated payment of a portion of death benefit proceeds in a single sum to you if the Insured is terminally ill and expected to die within less than 12 months (subject to state variations). Any irrevocable Beneficiary and assignees of record must provide written authorization in order for the Owner to receive the accelerated benefit. The amount of the death benefit payable under the rider will equal up to 80% of the Face Amount (up to $500,000) under the Certificate on the date we receive satisfactory evidence of terminal illness as described above, less any Indebtedness. In general, rider benefits may be received tax free subject to certain limitations and conditions. You should consult a qualified tax adviser about the consequences of adding this rider to a Certificate or requesting an accelerated death benefit payment under this rider. We do not currently impose a charge for this rider. However, we reserve the right to deduct an administrative charge of $150 from the accelerated death benefit at the time it is paid.

For example, if your Plan includes the Accelerated Benefits Rider and you are diagnosed with a terminal illness, you may elect to receive a portion of the death benefit proceeds (less any loans and loan interest) prior to the Insured’s death. At the Insured’s death, payment of the remaining life insurance proceeds will be made to the Beneficiary(ies).

Paid-Up Certificate Benefit. You can choose to terminate the death benefit (and any riders in effect) and use all or part of the Cash Surrender Value as a single premium for a “paid up” benefit. (“Paid up” means no further premiums are required). The single premium is the amount required to fund a paid-up benefit under the Certificate, that is, one that requires no further premium payments. If you choose to use only a part of the Cash Surrender Value to purchase the paid-up benefit, you will receive in cash any remaining Cash Surrender Value that you did not elect to have used as a paid-up benefit. The paid-up benefit must not be more than can be purchased using the Certificate’s Cash Surrender Value, more than the death benefit under the Certificate at the time you choose to use this provision, or less than $10,000. Once you have elected a paid-up benefit, you may no longer allocate Cash Value to the Separate Account or the Fixed Account. There is no fee for electing a paid-up benefit. Because the death benefit under a paid-up benefit Certificate is calculated as the amount that will remain in force without payment of any further cost of insurance charges, it is generally significantly less than the Certificate’s usual death benefit. In addition, if you choose not to use all of the Cash Surrender Value toward the purchase of the paid-up benefit, the death benefit will be further reduced.

For example, If you have a Cash Surrender value of $10,000, you may terminate the death benefit and any riders in effect and purchase a paid up benefit for $10,000 which will be payable upon the Insured's death.

If we determine that the tax status of a Certificate as life insurance is adversely affected by the addition of any of these riders, we will cease offering such riders. We deduct any charges associated with these riders as part of the monthly deduction. Please contact us for further details about these riders.

Will Preparation Service. This rider provides you with a will preparation service (“Service”) while this rider and the Certificate are in force. This Service is made available to you, at no cost, through a MetLife affiliate (“Affiliate”). This Service provides for a will to be prepared by attorneys designated by the Affiliate for you and your Spouse. If you have a will prepared by an attorney not designated by the Affiliate, you must pay the attorney’s services directly. Upon proof of such payment, you will be reimbursed for the attorney’s services in an amount equal to the lesser of the amount you paid for the attorney’s services and the amount customarily reimbursed for such services by the Affiliate.

For example, if you decide that you would like to have a codicil to your will prepared, this service enables you to work one-on-one with an attorney, in-person, on the phone, or online to prepare the codicil to your will free of charge. Subject to state variations.

Estate Resolution Services. If you or your Spouse die while this rider and the Certificate are in force, a probate benefit (the “Benefit”) will be made available to the estate of the deceased. The Benefit is available through an Affiliate. The Benefit provides for certain probate services to be made available, free of charge, by attorneys designated by the Affiliate. If probate services are provided by an attorney not designated by the Affiliate, the estate of the deceased must pay for those attorney’s services directly. Upon proof of such payment, the estate of the deceased will be reimbursed for the attorney’s services in an amount equal to the lesser of the amount such estate paid for the attorney’s services and the amount customarily reimbursed for such services by the Affiliate.

For example, the executor of your estate may use the Benefit to receive unlimited consultations, either face-to-face with an attorney or by phone to assist in settling your estate.

Automatic Investment Strategies

Dollar Cost Averaging. This investment strategy allows you to automatically transfer a predetermined amount of money from the Division that invests in a money market fund or an ultra short-term bond fund to a number of available Divisions of the Separate Account. Based on the elected investment allocations for this investment strategy, Dollar Cost Averaging occurs after the close of business on each Monthly Anniversary or after close of business on the next business day following each Monthly Anniversary should your Monthly Anniversary fall on a non-business day (weekend or holiday) as long as all other requirements are met. The portion of the Certificate’s Cash Value in the Division that invests in a money market fund or an ultra short-term bond fund must be greater than or equal to $1,000. The minimum total monthly transfer amount must be greater than or equal to $100.

For example, if you elected the Dollar Cost Averaging and selected $12,000 of cash value to be transferred from an ultra-short-term bond Division to specified other Divisions that you choose, over a 12 month period we will transfer $1,000 each month for 12 months.

Annual Automatic Portfolio Rebalancing. This investment strategy allows you to automatically reallocate your Cash Value among the elected Divisions to return the allocation to the percentages you specify. This rebalancing occurs annually after the close of business on your Certificate anniversary or after the close of business on the next business day following your Certificate anniversary should your Certificate anniversary fall on a non-business day (holiday or weekend).

Annual Automatic Portfolio Rebalancing does not assure a profit or protect against a loss in declining markets.

For example, if you allocated 25% to each of four Divisions, after the close of business on your Certificate anniversary, or after the close of business on the next business day following your Certificate anniversary should your Certificate anniversary fall on a non-business day (holiday or weekend), we will transfer amounts among those four Divisions so that there is 25% of your Certificate’s Cash Value in each Division.

You may elect either the Dollar Cost Averaging strategy OR the Annual Automatic Portfolio Rebalancing strategy. There is no fee for participating in either strategy. You cannot participate in both strategies at the same time; however, either strategy may be discontinued at any time.

DISTRIBUTION OF THE GROUP POLICY AND THE CERTIFICATES

Distributing the Group Policy and the Certificates

MetLife Investors Distribution Company (“MLIDC”) is the principal underwriter and distributor of the Group Policy and the Certificates. MLIDC, which is our affiliate, also acts as the principal underwriter and distributor of other variable life insurance policies and variable annuity contracts that we, or our affiliated companies issue. We reimburse MLIDC for expenses MLIDC incurs in distributing the Group Policy and the Certificates (e.g. commissions payable to retail broker-dealers who sell the Certificates).

MLIDC’s principal offices are located at 200 Park Avenue, New York, NY 10166. MLIDC is registered under the Securities Exchange Act of 1934 as a broker-dealer and is a member of the Financial Industry Regulatory Authority (“FINRA”). FINRA provides background information about broker-dealers and their registered representatives through FINRA BrokerCheck. You may contact the FINRA BrokerCheck Hotline at 1-800-289-9999, or online at www.finra.org. An investor brochure that includes information describing FINRA BrokerCheck is available through the Hotline or online.

We may compensate MetLife employees for referrals. We may also make various payments to selling firms and other third parties. (See “Compensation Paid to Selling Firms and Other Intermediaries.”)

Our commission agreements typically provide for the vesting of commissions during the “First Year”. (The “First Year”, also referred to as the “First Plan Year”, is defined in the commission agreements as the 12 month period that begins on the effective date of the group Policy). The vesting of commissions during the First Year means that if the Employer changes its “Broker of Record” designation before the end of the First Year, all commissions payable for the First Year will be paid to the initial Broker of Record. The new Broker of Record will receive commissions payable after the First Year.

Commissions Paid to Selling Firms

The maximum commissions payable to a selling firm are one of the following options:

Option	First Year	Renewal Years
1	A+B	a+b
2	A+B	a+c
3	A+X+Y+Z	A

A = 25% of premiums that do not exceed the cost of insurance assessed during the first Certificate Year.

B = 1% of premiums in excess of the cost of insurance assessed during the first Certificate Year.

a = 25% of premiums that do not exceed the cost of insurance assessed during the respective Certificate Year.

b = 1% of premiums in excess of the cost of insurance assessed during that Certificate Year.

c = Up to 0.25% per year of the average Cash Value of a Certificate during a Certificate Year.

X = 20% of the first Certificate Year premiums received up to an amount that equals: the planned annual premium reduced by the cost of insurance charge, the monthly administrative charge, premium loads assessed, and any premiums paid less frequently than monthly.

Y = 2% of any unscheduled premiums received.

Z = 1% of premiums equal to the monthly administrative charge and the premium loads on those charges and the cost of insurance.

Compensation Paid to Selling Firms and Other Intermediaries

MetLife enters into arrangements concerning the sale, servicing and/or renewal of MetLife group insurance and certain other group-related insurance and non-insurance products (“Products”) with brokers, agents, consultants, third party administrators, general agents, associations, and other parties that may participate in the sale, servicing and/or renewal of such products (each an “Intermediary”). MetLife may pay your Intermediary compensation, which may include, among other things, base compensation, supplemental compensation and/or a service fee. MetLife may pay compensation for the sale, servicing and/or renewal of Products, or remit compensation to an Intermediary on your behalf. Your Intermediary may also be owned by, controlled by or affiliated with another person or party, which may also be an Intermediary and who may also perform marketing and/or administration services in connection with your Products and be paid compensation by MetLife.

achievement of the outlined qualification criteria and it may not be changed until the following SCP plan year. As such, the supplemental compensation percentage may vary from year to year, but will not exceed 8% under the current supplemental compensation plan.

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

GENERAL PROVISIONS OF THE GROUP POLICY

Issuance

Premium Payments

The Employer may elect to remit planned premiums on behalf of an Owner equal to an amount that Owner authorizes to be deducted from his or her wages or otherwise makes available to the Employer. All planned premiums under a Plan must be specified in advance. The planned premium payment interval is agreed to by the

Employer and us. Before each planned payment interval, we will furnish the Employer with a statement of the planned premium payments to be made under the Plan or such other notification as has been agreed to by the Employer and us.

Grace Period and Termination

If the Employer does not remit planned premium payments in a timely fashion, the Employer’s participation in the Group Policy will be in default. A grace period of 31 days begins on the date that the planned premiums were scheduled to be remitted. If the Employer does not remit premiums before the end of the grace period, the Employer’s participation in the Group Policy will terminate. If the Plan permits an Owner to retain his Certificate after termination of the Employer participation in the Group Policy, the insurance coverage provided by the Certificate will continue provided such insurance is not surrendered or cancelled by the Owner and provided the Owner pays the premium directly to the Company. If the Plan does not permit an Owner to retain his Certificate, the Certificate will cease and continuation of coverage may depend upon whether there is a succeeding plan of insurance. In addition, we may terminate a Group Policy issued to an Employer or an Employer’s participation in the Group Policy issued to the Trust under certain conditions and upon 90 days written notice to you. (See “Effect of Termination of Employer Participation in the Group Policy.”)

Incontestability

We cannot contest statements made by the Employer when applying for the Group Policy issued directly to the Employer, or when applying for participation in the Group Policy issued to the Trust, after the Group Policy issued directly to the Employer has been in force for two years from the date of issue of the Group Policy, or after two years from the effective date of the Employer’s participation in the Group Policy issued to the Trust.

Ownership of Group Policy

The Employer or the Trust owns the Group Policy. A Group Policy issued directly to an Employer or an Employer’s participation in the Group Policy issued to the trust may be changed or ended by agreement between us and the Employer without the consent of, or notice to, any person claiming rights or benefits under the Group Policy. However, the Employer does not have any ownership interest in the Certificates issued under the Group Policy. The rights and benefits under the Certificates inure to the benefit of the Owners, Insureds, and Beneficiaries as set forth herein and in the Certificates.

GENERAL MATTERS RELATING TO THE CERTIFICATE

Postponement of Payments

•

the New York Stock Exchange is closed other than customary weekend and holiday closings, or trading on the New York Stock Exchange is restricted as determined by the SEC;

•

the SEC by order permits postponement for the protection of Owners; or

•

The Company may defer payments on any amount from the Fixed Account for not more than six months.

Payments under the Certificate of any amounts derived from premiums paid by check may be delayed until such time as the check has cleared your bank. We may use telephone, fax, email, Internet or other means of communications to verify that payment from your check has been or will be collected. We will not delay payment longer than necessary for us to verify that payment has been or will be collected. You may avoid the possibility of delay in disbursement of proceeds coming from a check that has not yet cleared by providing us with a certified check. If mandated by applicable law, the Company may be required to block your account and thereby refuse to pay any request for transfer, surrender, partial withdrawal, loan or death proceeds, until instructions are received from appropriate regulators. We also may be required to provide information about you and your account to government regulators.

Transfers, surrenders and partial withdrawals payable from the Fixed Account and the payment of Certificate loans allocated to the Fixed Account may, subject to certain limitations, be delayed for up to six months. However, if payment is deferred for 30 days or more, the Company will pay interest for the period of the deferment at a rate that will not be less than the guaranteed Fixed Account crediting rate applicable to your Group Policy.

Effect of Termination of Employer Participation in the Group Policy

Your Employer can terminate its participation in the Group Policy or change the Plan to end coverage for a class or classes of Employees of which you are a member. In addition, the Group Policy may contain a provision that allows us to terminate your Employer’s participation in the Group Policy if:

•

during any 12 month period, the total Face Amount for all Certificate Owners under the Group Policy or the number of Certificates falls by certain amounts or below the minimum levels we establish (these levels are set forth in the Certificate), or

•

your Employer makes available to its Employees another life insurance product.

Your Employer and MetLife must provide 90 days written notice to each other before terminating participation in the Group Policy. We will also notify you if we or your Employer terminate participation in the Group Policy. Termination means that your Employer will no longer send premiums to us through the Payroll Deduction Plan and that no new Certificates will be issued to Employees in your Employer’s group.

If your Employer or MetLife terminates your Employer’s participation in the Group Policy, whether you will remain an Owner of your Certificate depends on your Plan.

Under some Plans, you will remain an Owner of your Certificate even if the Plan terminates, coverage for a class or classes of Employees of which you are a member ends or the Employee’s employment ends. You cannot have elected a paid-up Certificate and, in certain Plans, your Certificate must have been in force for more than two years. If a Certificate was issued to you covering your spouse, you will remain the Owner of that Certificate as well. We will bill you for planned premiums and you will have to pay us directly. A new planned premium schedule will be established with payments no more frequently than quarterly (unless you utilize the authorized electronic funds transfer option). We may allow payment of planned premium through periodic (usually monthly) authorized electronic funds transfer. Of course, unscheduled premium payments can be made at any time. Your payments may change as a result of higher administrative charges and higher current cost of insurance charges but the charges will never be higher than the guaranteed amounts for these charges. Also, we may no longer consider you a member of your Employer’s group for purposes of determining cost of insurance rates and charges.

Under other Plans, if the Plan terminates, coverage for a class or classes of Employees of which you are a member ends or the Employee’s employment ends, we will terminate your Certificate. If your Employer replaces your Plan with another plan that offers a life insurance product designed to have cash value, we will transfer your Cash Surrender Value to the other life insurance product. If the other life insurance product is not designed to have cash value, or you are not covered by the new product, or your Employer does not replace your Plan with another plan that offers a life insurance product, we will pay your Cash Surrender Value to you. We may pay any Cash Value allocated to the Fixed account over a period of up to five years in equal annual installments. If we pay the Cash Surrender Value to you, the federal income tax consequences of the distribution to you would be the same as if you surrendered your Certificate.

You also have the option of choosing a paid-up Certificate. In addition, you may convert your Death Benefit into a new individual policy of life insurance from us without evidence of insurability but you must complete an application and the new policy will have new benefits and charges. If you choose the conversion rights, the insurance provided will be substantially less (and in some cases nominal) than the insurance provided under the Certificate.

STATE VARIATIONS

This Prospectus provides you with important information about the Certificate. However, we will also issue you a Certificate, which is a separate document from the Prospectus. There may be differences between the description of the Certificate contained in this Prospectus and the Certificate issued to you due to differences in state law. Please consult your Certificate for the provisions that apply in your state. You should contact our Administrative Office to review a copy of your Certificate and any applicable endorsements and riders. The language in the Prospectus determines your rights under the federal securities laws.

LEGAL PROCEEDINGS

FINANCIAL STATEMENTS

The financial statements of the Separate Account and the financial statements of MetLife are incorporated by reference from the submission form type N-VPFS, File No. 811-07534, relating to class ID# C000034609, filed by the Separate Account with the SEC on March 28 , 2024 .

The financial statements of the Company should be distinguished from the financial statements of the Separate Account, and should be considered only as bearing on the ability of the Company to meet its obligations under the Policies. For a free copy of these financial statements and/or the SAI, please call or write to us at our Administrative Office.

GLOSSARY

Attained Age — The Issue Age of the Insured plus the number of completed Certificate Years.

Associated Companies — The companies listed in a Group Policy’s specifications pages that are under common control through stockownership, contract or otherwise, with the Employer.

Beneficiary — The person(s) named in a Certificate or by later designation to receive Certificate proceeds in the event of the Insured’s death. A Beneficiary may be changed as set forth in the Certificate and this Prospectus. Unless otherwise stated in the Certificate, the Beneficiary has no rights in a Certificate before the death of the Insured. If there is more than one Beneficiary at the death of the Insured, each will receive equal payments unless otherwise provided by the Owner.

Cash Value — The total amount that a Certificate provides for investment at any time. It is equal to the total of the amounts credited to the Owner in the Separate Account, the Fixed Account, and in the Loan Account.

Cash Surrender Value — The Cash Value of a Certificate on the date of surrender, less any Indebtedness, any accrued and unpaid monthly deduction, and any applicable transaction charge.

Certificate — A document issued to Owners of Certificates issued under Group Policies, setting forth or summarizing the Owner’s rights and benefits.

Certificate Anniversary — The same date each year as the Plan Anniversary Date.

Certificate Month — A month beginning on the Monthly Anniversary.

Certificate Year — A period beginning on a Certificate anniversary and ending on the day immediately preceding the next Certificate Anniversary.

Division — A subaccount of the Separate Account. Each Division invests exclusively in an available underlying Portfolio.

Effective Date of the Certificate — The date on which insurance coverage shall take effect for an Insured.

Employee — A person who is employed and paid for services by an Employer on a regular basis and who is an eligible Employee under the Employer’s Plan. To qualify as an Employee, a person ordinarily must work for an Employer at least 30 hours per week. MetLife may waive or modify this requirement at its discretion. An Employee may include a partner in a partnership if the Employer is a partnership. An Employee may also refer to members of sponsoring organizations.

Employer — The Employer, association, or sponsoring organization that is issued a Group Policy or participates in the Group Policy issued to the trust.

Face Amount — The minimum death benefit under the Certificate so long as the Certificate remains in force.

Fixed Account — The Certificate option where your money earns annual interest at a rate that will not be lower than the guaranteed minimum rate in effect on the issue date of your Group Policy, which in no event will be lower than 1%. We may credit higher rates of interest, but are not obligated to do so. This may not be available on all Certificates as an option. The Fixed Account is part of the Company’s General Account. Aspects of the Fixed Account are briefly summarized in order to give a better understanding of how the Policy functions.

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

General Account — The assets of Metropolitan Life other than those allocated to the Separate Account or any other separate account.

Group Policy — A group variable universal life insurance policy issued by the Company to the Employer or to the MetLife Group Insurance Trust or similar trust.

Indebtedness — The sum of all unpaid Certificate Loans and accrued interest charged on loans.

Insurance — Insurance provided under a Group Policy on an Employee or an Employee’s spouse.

Insured — The person whose life is insured under a Certificate.

Investment Start Date — The date the initial premium is applied to the Fixed Account or to the Divisions of the Separate Account. This date is the later of the Effective Date of the Certificate or the date the initial premium is received at our Company’s Administrative Office.

Issue Age — The Insured’s Age as of the date the Certificate is issued.

Loan Account — The account of the Company to which amounts securing Certificate Loans are allocated. It is a part of the Company’s General Account assets.

Loan Value — The maximum amount that may be borrowed under a Certificate after the first Certificate Anniversary.

Maturity Date — The Certificate Anniversary on which the Insured reaches a certain Attained Age, generally 95. In some Plans, the Attained Age may be later than 95. Please refer to the specifications page of your Certificate for the Attained Age that applies to your Certificate. (Also the final date of the Certificate.)

Monthly Anniversary — The same date in each succeeding month as the Effective Date of the Certificate except that whenever the Monthly Anniversary falls on a date other than a Valuation Date, the Monthly Anniversary will be deemed the next Valuation Date. If any Monthly Anniversary would be the 29th, 30th, or 31st day of a month that does not have that number of days, then the Monthly Anniversary will be the last day of that month.

Net Premium — The premium less any premium charges.

Owner (or you) — The Owner of a Certificate, as designated in the application or as subsequently changed.

Plan — The Group Variable Universal Life Insurance Plan for Employees of the Employer provided under a Group Policy issued directly to the Employer or through participation of the Employer in the Group Policy issued to the MetLife Group Insurance Trust or similar trust.

Plan Anniversary Date — The effective date of the Plan set forth on the specifications page of your Certificate.

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

SEC (or the Commission) — The Securities and Exchange Commission.

Separate Account — Paragon Separate Account B, a separate investment account established by the Company to receive and invest the net premium paid under the Certificate.

Spouse — An Employee’s legal spouse.

Valuation Date — Each day that the New York Stock Exchange is open for regular trading.

Valuation Period — The period between two successive Valuation Dates, commencing at the close of regular trading on the New York Stock Exchange (usually 4:00 p.m. Eastern) on a Valuation Date and ending at the close of regular trading on the New York Stock Exchange on the next succeeding Valuation Date.

APPENDIX A: PORTFOLIOS AVAILABLE UNDER THE CERTIFICATE

The following is a list of the Portfolios currently available under the Certificate. More information about the Portfolios is available in the prospectuses for the Portfolios, which may be amended from time to time and can be found online at dfinview.com/metlife/tahd/MET000249. You can also request this information at no cost by calling (800) 756-0124 or by sending an email request to GVUL-eservice@metlifecommercial.com.

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

FUND TYPE	PORTFOLIO AND ADVISER/SUBADVISER	CURRENT EXPENSES	AVERAGE ANNUAL TOTAL RETURNS (as of 12/31/2023)
FUND TYPE	PORTFOLIO AND ADVISER/SUBADVISER	CURRENT EXPENSES	1 YEAR	5 YEAR	10 YEAR
International Equity	American Funds New World Fund®* - Class 1 Capital Research and Management CompanySM	0.57%	16.22%	8.90%	4.95%
US Fixed Income	American Funds U.S. Government Securities Fund* - Class 1 Capital Research and Management CompanySM	0.26%	3.21%	1.31%	1.78%
US Equity	BlackRock Capital Appreciation Portfolio* - Class A Brighthouse Investment Advisers, LLC Subadviser: BlackRock Advisors, LLC	0.57%	49.61%	16.15%	12.88%
US Fixed Income	BlackRock Ultra-Short Term Bond Portfolio* - Class A Brighthouse Investment Advisers, LLC Subadviser: BlackRock Advisors, LLC	0.36%	5.05%	1.76%	1.18%
US Equity	Brighthouse/Wellington Large Cap Research Portfolio* - Class A Brighthouse Investment Advisers, LLC Subadviser: Wellington Management Company LLP	0.54%	25.74%	15.38%	11.71%
Allocation	Freedom 2020 Portfolio - Initial Class Fidelity Management & Research Company LLC	0.47%	12.40%	7.47%	5.73%
Allocation	Freedom 2030 Portfolio - Initial Class Fidelity Management & Research Company LLC	0.52%	14.70%	9.28%	6.85%
Allocation	Freedom 2040 Portfolio - Initial Class Fidelity Management & Research Company LLC	0.61%	18.87%	11.92%	8.14%
Allocation	Freedom 2050 Portfolio - Initial Class Fidelity Management & Research Company LLC	0.62%	19.45%	12.02%	8.19%
Global Equity	Invesco Global Equity Portfolio* - Class A Brighthouse Investment Advisers, LLC Subadviser: Invesco Advisers, Inc.	0.58%	34.99%	12.48%	8.68%

A-1

FUND TYPE	PORTFOLIO AND ADVISER/SUBADVISER	CURRENT EXPENSES	AVERAGE ANNUAL TOTAL RETURNS (as of 12/31/2023)
FUND TYPE	PORTFOLIO AND ADVISER/SUBADVISER	CURRENT EXPENSES	1 YEAR	5 YEAR	10 YEAR
US Fixed Income	Limited-Term Bond Portfolio* - T. Rowe Price Associates, Inc. (T. Rowe Price or Price Associates) Subadviser: T. Rowe Price International Ltd (Price International), T. Rowe Price Hong Kong Limited (Price Hong Kong)	0.50%	4.94%	1.86%	1.38%
US Equity	Loomis Sayles Growth Portfolio* - Class A Brighthouse Investment Advisers, LLC Subadviser: Loomis, Sayles & Company, L.P.	0.55%	52.06%	16.39%	10.80%
US Fixed Income	MetLife Aggregate Bond Index Portfolio - Class A Brighthouse Investment Advisers, LLC Subadviser: MetLife Investment Management, LLC	0.28%	5.20%	0.87%	1.57%
US Equity	MetLife Mid Cap Stock Index Portfolio - Class A Brighthouse Investment Advisers, LLC Subadviser: MetLife Investment Management, LLC	0.31%	16.08%	12.34%	9.01%
International Equity	MetLife MSCI EAFE® Index Portfolio - Class A Brighthouse Investment Advisers, LLC Subadviser: MetLife Investment Management, LLC	0.39%	17.93%	7.99%	4.05%
US Equity	MetLife Russell 2000® Index Portfolio - Class A Brighthouse Investment Advisers, LLC Subadviser: MetLife Investment Management, LLC	0.32%	16.80%	9.90%	7.16%
US Equity	MetLife Stock Index Portfolio* - Class A Brighthouse Investment Advisers, LLC Subadviser: MetLife Investment Management, LLC	0.26%	25.94%	15.39%	11.75%
Allocation	MFS® Total Return Portfolio* - Class A Brighthouse Investment Advisers, LLC Subadviser: Massachusetts Financial Services Company	0.62%	10.40%	8.53%	6.59%
US Equity	MFS® Value Portfolio* - Class A Brighthouse Investment Advisers, LLC Subadviser: Massachusetts Financial Services Company	0.58%	8.15%	11.55%	8.78%
US Fixed Income	Western Asset Management Strategic Bond Opportunities Portfolio* - Class A Brighthouse Investment Advisers, LLC Subadviser: Western Asset Management Company, LLC	0.56%	9.44%	2.80%	3.01%

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

The fee and expense information regarding the Portfolios was provided by those Portfolios.

A-2

To learn more about the Certificate, you should read the SAI dated the same date as this Prospectus which is incorporated herein by reference and is legally a part of this Prospectus. It includes additional information about the Certificates and the Separate Account. For a free copy of the SAI, visit dfinview.com/metlife/tahd/MET000249 or call (800) 756-0124 or write to us at our Administrative Office. To receive free personalized illustrations of death benefits and Cash Values, and to request other information about the Certificate, or to make inquiries please call (800) 756-0124 or write to us at our Administrative Office. The mailing address for our Administrative Office is: MetLife GVUL; Suite 600; 11330 Olive Boulevard; St Louis, MO 63141.

EDGAR ID: C000034609

April 29, 2024

Group and Individual Flexible Premium Variable Life Insurance Policies (Multi Manager C)

Issued by Paragon Separate Account B of

Metropolitan Life Insurance Company

Direct all correspondence and inquiries to the Administrative Office:
METLIFE GVUL
Administrative Office, Suite 600, 11330 Olive Boulevard St. Louis, Mo 63141
Phone number: 1-800-756-0124
PROSPECTUS

The Policy is a long-term investment designed to provide significant life insurance benefits for the Insured. This prospectus provides information that a prospective owner should know before investing in the Policy. An Owner (also “you”) should consider the Policy in conjunction with other insurance you own.

You may allocate net premiums to the Divisions (Divisions may be referred to as “Investment Divisions” in your Policy and marketing materials) of Paragon Separate Account B (the “Separate Account”). Each Division invests solely in a Portfolio of a Fund listed in Appendix A below. For certain Policies, you may also allocate net premiums to the General Account. You should check with your employer as to whether the General Account is available under your Policy.

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

TABLE OF CONTENTS

IMPORTANT INFORMATION YOU SHOULD CONSIDER ABOUT THE POLICY	4
OVERVIEW OF THE POLICY	6
FEE TABLES	8
PRINCIPAL RISKS	10
ISSUING THE POLICY	13
General Information	13
Selection of Charge Structure (Group A, Group B and Group C)	14
Procedural Information	15
Right to Examine Policy (Free Look Right)	16
Ownership Rights	17
Modifying the Policy	17
PREMIUMS	18
Minimum Initial Premium	18
Premium Flexibility	18
Continuance of Insurance Under Certain Group Contracts	19
Premium Limitations	19
Modified Endowment Contracts	19
Allocation of Net Premiums and Cash Value	20
THE COMPANY AND THE GENERAL ACCOUNT	20
The Company	20
Guarantee of Insurance Obligations	21
The General Account	21
THE SEPARATE ACCOUNT AND THE PORTFOLIOS	22
The Separate Account	22
The Portfolios	23
POLICY VALUES	26
Cash Value	26
Cash Surrender Value	26
Cash Value in the General Account	26
Cash Value in Each Separate Account Division	27
POLICY BENEFITS	28
Standard Death Benefit	28
Payment of the Death Benefit	28
Standard Death Benefit Options	29
Changing Death Benefit Options	30
Changing Face Amount	30
Changing Owner or Beneficiary	31
Surrender and Partial Withdrawals	31
Transfers	32
Restrictions on Frequent Transfers	33
Restrictions on Large Transfers	34
Loans	35
Conversion Right to a Fixed Benefit Policy	36
Conversion Right Upon Termination of the Group Contract or Change in Insured’s Eligibility	36
Payment of Benefits at Maturity	38

Telephone, Facsimile, Email and Internet Requests	38
POLICY LAPSE AND REINSTATEMENT	38
Lapse	38
Reinstatement	39
CHARGES AND DEDUCTIONS	39
Transaction Charges	40
Periodic Charges	41
Federal Taxes	44
Variations in Charges	44
Portfolio Charges and Expenses	44
FEDERAL TAX MATTERS	44
ADDITIONAL BENEFITS AND RIDERS	49
DISTRIBUTION OF THE POLICIES	53
Distributing the Policies	53
Commissions Paid to Selling Firms	54
Compensation Paid to Selling Firms and Other Intermediaries	55
GENERAL PROVISIONS OF THE GROUP CONTRACT	56
Issuance	56
Premium Payments	56
Grace Period	56
Termination	56
Right to Examine Group Contract	57
Entire Contract	57
Incontestability	57
Ownership of Group Contract	57
GENERAL MATTERS RELATING TO THE POLICY	57
Postponement of Payments	57
STATE VARIATIONS	58
LEGAL PROCEEDINGS	58
FINANCIAL STATEMENTS	58
GLOSSARY	60
APPENDIX A: PORTFOLIOS AVAILABLE UNDER THE POLICY	A-1

IMPORTANT INFORMATION YOU SHOULD CONSIDER ABOUT THE POLICY

FEES AND EXPENSES

LOCATION IN

PROSPECTUS

Charges for Early

Withdrawals

None

—

Transaction Charges

You may be subject to transaction charges that may apply if you

surrender your Policy or make a partial withdrawal. You also may be

charged for other transactions, such as when you make a premium

payment, transfer Cash Value between investment options, or

exercise your Accelerated Death Benefit Settlement Option Rider.

“Charges and

Deductions —

Transaction Charges”

Ongoing Fees and Expenses (annual charges)	In addition to charges described above, an investment in the Policy is subject to certain ongoing fees and expenses, including a mortality and expense risk charge and a monthly deduction covering the cost of insurance under the Policy, monthly administrative charge and optional benefits added by rider, and such fees and expenses are set based on characteristics of the Insured (e.g., the age and rate class of the covered person) as well as the Group characteristics. Please refer to the specifications page of your Policy for applicable rates. You will also bear expenses associated with the Portfolios available under your Policy, as shown in the following table:			“Charges and Deductions –Monthly Deduction” “Charges and Deductions – Mortality and Expense Risk Charge” “Charges and Deductions – Portfolio Charges and Expenses”
	ANNUAL FEE	MIN	MAX
	Investment options (Portfolio fees and charges)	0.10%	1.17%

	RISKS	LOCATION IN PROSPECTUS
Risk of Loss	You can lose money by investing in this Policy, including loss of principal.	“Principal Risks”
Not a Short-Term Investment	The Policies are designed to provide insurance protection. They should not be used as a short-term investment or if you need ready access to cash, because you will be charged when you make premium payments and you will also pay a transaction fee on partial withdrawals. In addition, withdrawals may be subject to ordinary income tax and tax penalties.	“Principal Risks”
Risks Associated with Investment Options	An investment in this Policy is subject to the risk of poor investment performance and can vary depending on the performance of the Portfolios available under the Policy. Each investment option (including any General Account investment option) has its own unique risks. You should review the investment options before making an investment decision.	“Principal Risks”
Insurance Company Risks	Investments in the Policy are subject to the risks related to Metropolitan Life including any obligations (including under any General Account investment option), guarantees, and benefits of the Policy, including any death benefit, which are subject to the claims paying ability of Metropolitan Life. If Metropolitan Life experiences financial distress, it may not be able to meet its obligations to you. More information about Metropolitan Life, including its financial strength ratings, is available upon request by calling 1-800-756-0124 or visiting: https://www.metlife.com/about-us/corporate-profile/ ratings.	“Principal Risks”

RISKS

LOCATION IN

PROSPECTUS

Contract Lapse

Your Policy may lapse if you have paid an insufficient amount of

premiums or if the investment experience of the Portfolios is poor

and the Cash Surrender Value under your Policy is insufficient to

cover the monthly deduction. Lapse of a Policy on which there is an

outstanding loan may have adverse tax consequences. If the Policy

lapses, no death benefit will be paid. A Policy may be reinstated if

the conditions for reinstatement are met including the payment of

required premiums.

“Principal Risks”

	RESTRICTIONS	LOCATION IN PROSPECTUS
Investments	At the present time, no charge is assessed against the Cash Value of a Policy when amounts are transferred among the Divisions of the Separate Account and between the Divisions and the General Account, but we reserve the right to impose a charge of $25 to cover administrative costs incurred in processing any transfer in excess of 12 in a Policy year. Policy owners may transfer Cash Value between and among the Divisions and the General Account. We have limits on the amount that may be allocated and transferred to the General Account (“maximum allocation percentage”). The initial General Account maximum allocation percentage is shown on the Policy’s specifications page, and we may change this percentage from time to time. The total amount of transfers and withdrawals from the General Account in a Policy Year may not exceed the greater of (i) the Policy’s Cash Surrender Value in the General Account at the beginning of the Policy Year, multiplied by the withdrawal percentage limit shown on the Policy’s specifications page, or (ii) the previous Policy Year’s General Account maximum withdrawal amount. We are currently not enforcing this restriction for partial withdrawals. Restrictions may apply to frequent transfers. Metropolitan Life reserves the right to remove or substitute portfolio companies as investment options that are available under the Policy.	“Features of the Policy – Transfers”
Optional Benefits	Rider availability is subject to your employer making the rider available. Depending upon your employer’s requirements, certain Policy riders may only be able to be added to in force Policies during the employer’s annual enrollment. With respect to the dependent life benefit riders (spouse coverage or child coverage), depending upon your employer’s elected rider benefit, you may also need to be on active status. You should check with your employer regarding the availability of riders and whether you need to be on active status to elect the dependent life benefit riders (spouse coverage or child coverage).	“Features of the Policy – Additional Benefits and Riders”
	TAXES	LOCATION IN PROSPECTUS
Tax Implications	Consult with a tax professional to determine the tax implications of an investment in and payments received under this Policy. Withdrawals may be subject to ordinary income tax, and may be subject to tax penalties. Lapse of a Policy on which there is an outstanding loan may have adverse tax consequences.	“Federal Tax Matters”

	CONFLICTS OF INTEREST	LOCATION IN PROSPECTUS
Investment Professional Compensation	Your investment professional may receive compensation relating to your ownership of a Policy, both in the form of commissions and continuing payments. These investment professionals may have a financial incentive to offer or recommend the Policy over another investment.	“Distribution of the Policies”
Exchanges	Some investment professionals may have a financial incentive to offer you a new policy in place of your current Policy. You should only exchange your Policy if you determine, after comparing the features, fees, and risks of both policies, that it is better for you to purchase the new policy rather than continue to own your existing Policy.	“Distribution of the Policies”

OVERVIEW OF THE POLICY

Purpose of the Policy

Payment of Premiums

Features of the Policy

•

Death Benefit Option A is a “Level Type” death benefit equal to the Face Amount of the Policy or, if greater, a percentage of Cash Value based on federal tax law requirements.

•

Surrenders. At any time that a Policy is in effect, you may elect to surrender the Policy and receive its Cash Surrender Value. A surrender may have tax consequences.

Transfers. Subject to certain restrictions, you may transfer Cash Value among the Divisions of the Separate Account or the General Account, if applicable. (An Owner has additional transfer rights under the Policy, including, but not limited to, the conversion privilege by which, within the first two years of the Issue Date of the Policy, an Owner may, upon written request, convert a Policy still in force to a fixed benefit life insurance policy.) There are restrictions on transfers involving the General Account. We may restrict transfers in the future or even revoke the transfer privilege for certain Policy Owners. For additional information on the restrictions we may impose on transfers and the costs and risks to you that can result from disruptive trading activities, see “Transfers.”

FEE TABLES

The following tables describe the fees and expenses that you will pay when buying, owning, and surrendering or making partial withdrawals from the Policy. We may charge fees and use rates that are lower than the maximum guaranteed charges reflected in the tables. The Contractholder (employer) chooses which charges, Group A, Group B or Group C, will apply to the Policies issued to the Employees of the employer. Please refer to your Policy specification page for information about the specific fees you will pay each year based on the options you have elected.

The first table described the fees and expenses that you will pay at the time that you buy the Policy, surrender or make withdrawals from the Policy, or transfer cash between investment options.

Transaction Fees

Charge	When Charge is Deducted	Maximum Amount Deducted
Maximum Premium Expense Charge (load)
•For Policies issued under Group Contracts	Upon Receipt of Premium Payment	1.00% of each premium payment
•For Policies treated as individual contracts under Omnibus Budget Reconciliation Act of 1990		2.00% of each premium payment
Premium Tax Charge	Upon Receipt of Premium Payment	Group A	Group B	Group C
		2.25%	2.25%	No explicit charge (1)
Partial Withdrawal Charge	Upon each partial withdrawal from the Certificate	$25(2)
Transfer Charge	Upon transfer in excess of 12 in a Certificate Year	$25 per transfer(3)
Accelerated Death Benefit Settlement Option Rider Administrative Charge	At the time an accelerated death benefit is paid	$100(3)

(1)

(2)

The partial withdrawal charge is equal to the lesser of $25 or 2% of the amount of the withdrawal.

(3)

We do not currently impose this charge.

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

Periodic Charges Other Than Annual Portfolio Expenses

Charge	When Charge is Deducted	Maximum Amount Deducted
Base Contract Charge:
Cost of Insurance Charge(3)		Group Contracts issued before 1/1/09(1)		Group Contracts issued on and after 1/1/09(2)
•Minimum and Maximum Charge	Monthly	$0.16 to $31.31 per $1,000 of net amount at risk		$0.15 to $83.33 per $1,000 of net amount at risk
•Charge for a Representative Insured(4)		$0.45 per $1,000 net amount at risk		$0.92 per $1,000 net amount at risk
Administrative Charge(5)	Monthly	Group A	Group B		Group C
		$6.00	No explicit charge(6)		No explicit charge(6)
Mortality and Expense Risk Charge (7)	Daily	0.90% (annually) of the net assets of each Division of the Separate Account
Loan Interest Spread(8)	Annually	3.0%
Optional Benefit Charges:
Waiver of Monthly Deductions During Total Disability Rider(9)	Monthly	Group Contracts Issued Before 1/1/04	Group Contracts Issued 1/1/04-12/ 31/08		Group Contracts, Issued On Or After 1/1/09
•Minimum and Maximum Charge	Monthly	$0.01 to $0.24 per $1.00 of waived premium	$0.02 to $3.76 per $1,000 of net amount at risk		$0.06 to $0.31 per $1,000 of net amount at risk
•Charge for a Representative Insured(4)		$0.07 per $1.00 of waived premium	$0.06 per $1,000 of net amount at risk		$0.10 per $1,000 of net amount at risk
Children’s Life Insurance Rider	Monthly	$0.41 per $1,000 of coverage
Spouse’s Life Insurance Rider(9)
•Minimum and Maximum Charge	Monthly	$0.15 to $31.31 per $1,000 of coverage
•Charge for a Representative Insured(10)		$0.45 per $1,000 of coverage

(1)

Also applies to Individual Policies issued under an employer-sponsored insurance program established before 1/1/09.

(2)

Also applies to Individual Policies issued under an employer-sponsored insurance program established on or after 1/1/09.

(3)

Cost of insurance charges vary based on the Insured’s Attained Age and rate class. The cost of insurance charge will also vary depending on which charge structure the Contractholder has chosen for the Policies. The cost of insurance charge is greater for participants in a Group Contract that uses a Group B or Group C charge structure than those in a Group Contract that uses a Group A charge structure. The cost of insurance charges shown in the table may not be typical of the charges you will pay. More detailed information concerning your cost of insurance charges is available on request from our Administrative Office.

(4)

A representative Insured is a person with an attained age of 45, actively at work.

(5)

(6)

(7)

The Mortality and Expense Risk Charge is currently 0.75% (annually) of the net assets of each Division of the Separate Account.

(8)

The maximum amount of interest we charge is 8% and the minimum amount of interest we credit is 5% for a maximum loan interest spread of 3%.

(9)

(10)

For Spouse’s Life Insurance Rider, a representative Insured is an Employee’s spouse that has an attained age of 45.

Annual Portfolio Operating Expenses

	Minimum	Maximum
Annual Portfolio Expenses (as a percentage of average net assets) (expenses that are deducted from Portfolio assets, including management fees, distribution and/or service (12b-1) fees, and other expenses)	0.10%	1.17%

PRINCIPAL RISKS

Investment Risk

Risk of an Increase in Current Fees and Expenses

Policy Lapse

If your Cash Surrender Value is not enough to pay the monthly deduction and other charges, your Policy may enter a 62-day grace period. A shorter grace period applies to the Contractholder (the employer) of the Group Contract. We will notify you that the Policy will lapse (terminate without value) unless you make sufficient payment during the grace period. Your Policy also may lapse if your Indebtedness exceeds your Cash Value on any Monthly Anniversary. If either of these situations occurs, your Policy will be in default and you must pay a specified amount of new premium to prevent your Policy from lapsing. Subject to certain conditions and our underwriting rules, you may reinstate a lapsed Policy within five years after the date of lapse and before the Maturity Date. In certain situations your Policy may also terminate if your employer ends its participation in the Group Contract.

Limitations on Access to Cash Value

Limitations on Transfers

We do not currently charge for transfers, but we reserve the right to charge up to $25 per transfer to cover administrative costs incurred in processing any transfer in excess of 12 in a Policy year, except for transfers under the Automated Investment Strategies. We have adopted procedures to limit excessive transfer activity. In addition, each Fund may restrict or refuse certain transfers among, or purchases of shares in their Portfolios as a result of certain market timing activities. You should read each Portfolio’s prospectus for more details. The minimum amount that you must transfer is currently $250, or, if less, the Policy’s Cash Value in a Division or in the General Account. (We are not currently enforcing this restriction for transfers from the General Account but reserve the right to do so in the future.)

Tax Treatment

You should consult a qualified tax adviser for assistance in all Policy-related tax matters.

Surrender and Partial Withdrawals (Short-Term Investment Risk)

We designed the Policy to meet long-term financial goals. To best realize the benefits available through the Policy, including the benefit of tax deferred build-up of Cash Value, you should purchase the Policy only if you have the financial ability to keep it in force for a substantial period of time. You should not purchase the Policy if you intend to surrender all or part of the Policy in the near future. The Policy is not suitable as a short-term savings vehicle. A surrender, in whole or in part, may have tax consequences and may increase the risk that your Policy will lapse.

Loans

A Policy Loan, whether or not repaid, will affect Cash Value over time because we subtract the amount of the Policy Loan from the Divisions of the Separate Account or the General Account and hold that amount in the Loan Account. This loan collateral does not participate in the investment performance of the Divisions of the Separate Account.

Pandemics and Other Public Health Issues, and Other Events

Cybersecurity

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

Terrorism and Security Risk

Insurance Company Risks

Policies are subject to the risks related to Metropolitan Life. Any obligations (including under any General Account investment option), guarantees, and benefits of the Policy are subject to the claims paying ability of Metropolitan Life. If Metropolitan Life experiences financial distress, it may not be able to meet its obligations to you. More information about Metropolitan Life, including its financial strength ratings, is available upon request by calling 1-800-756-0124.

ISSUING THE POLICY

General Information

Selection of Charge Structure (Group A, Group B and Group C)

The difference among the three groups is whether we will assess a premium tax charge or an administrative charge as an explicit charge or increase our insurance rates to include them in the cost of insurance charge. For Policies in Group A, we assess both of these charges as explicit charges. For Policies in Group B, we do not assess an explicit administrative charge; instead, we include the administrative charge in our insurance rates resulting in a higher cost of insurance charge for these Policies than for the Policies in Group A. For Policies in Group C, we do not assess an explicit administrative charge nor an explicit premium tax charge. We include both of these charges in our insurance rates resulting in a higher cost of insurance charge for these Policies than for the Policies in Group A or Group B.

across all Employees. Therefore, for Employees who do not make additional premium payments, total charges will be higher than they would have been had a premium tax charge been assessed as an explicit charge. Similarly, for Employees whose Face Amount is larger than the assumed Face Amount, total charges will be higher than they would have been had an administrative charge been assessed as an explicit charge.

Procedural Information

We will amend a Certificate issued under a Group Contract automatically so that it will continue in force as an Individual Policy with the same rights, benefits, and guaranteed charges:

•

to persons who wish to continue coverage after a Group Contract has terminated;

•

to persons who wish to continue coverage after they no longer are employed by the Group Contractholder.

Acceptance of an application is always subject to our underwriting rules, and we reserve the right to reject an application for any reason permitted by law.

Employee Eligibility. To be eligible to purchase a Policy, an Employee must be actively at work at the time he or she submits the application for Individual Insurance. In addition, the Contractholder may determine specific classes to which the Employee must belong to be eligible to purchase a Policy. “Actively at work” means that the Employee must work for the Contractholder or sponsoring employer at the Employee’s usual place of work (or such other places as required by the Contractholder or sponsoring employer) for the full number of hours and the full rate of pay set by the employment practices of the employer. Ordinarily the time worked per week must be at least 30 hours. We reserve the right to waive or modify the “actively at work” requirement.

The Contractholder also may require that an individual be its Employee as of a certain date or for a certain period of time. We will set forth this date or time period in the Group Contract specifications pages. Employees of any Associated Companies of the Contractholder will be considered Employees of the Contractholder. We also may consider as an eligible Employee an individual who is an independent contractor working primarily for the sponsoring employer. If the employer is a partnership, a partner may be an eligible Employee.

required to submit to a medical or paramedical examination. The maximum Face Amount that an Employee can generally apply for under the guaranteed issue procedure (“Guaranteed Issue Amount”) varies by Group Contract or employer-sponsored insurance program.

Simplified Underwriting. We will follow simplified underwriting procedures rather than guaranteed issue procedures if:

•

the Face Amount exceeds the Guaranteed Issue Amount described above;

•

the Policy has previously been offered to the Employee;

•

the requirements for guaranteed issue set forth in the application for Individual Insurance are not met; or

•

the Policy is offered through programs for which guaranteed issue underwriting is not available.

•

the appropriate application for Individual Insurance is signed;

•

the initial premium has been paid prior to the Insured’s death;

•

the Insured is eligible for the Policy; and

•

the information in the application is determined to be acceptable to the Company.

Right to Examine Policy (Free Look Right)

Initial Free Look Period. The free look period begins when you receive your Policy. The free look period generally ends within 20 days (or such longer period as state law requires) of your receiving the Policy or, if later, 45 days after you sign the application for coverage. During the free look period, any premiums that we have received will be allocated to the Divisions of the Separate Account and/or, if applicable, the General Account, in accordance with your instructions. You may return the Policy during this period for a refund. We will refund an amount equal to all premiums paid under the Policy.

If you cancel the Face Amount increase, you may request that we refund the amount of the additional charges deducted in connection with the increase. If no request is made, we will increase the Policy’s Cash Value by the amount of these additional charges. We will allocate this amount among the Divisions and/or, if applicable, the General Account, in the same manner as it was deducted.

Ownership Rights

We will send all reports and other notices described herein or in the Policy directly to the Owner.

Modifying the Policy

Upon notice to you, we may modify the Policy:

•

to assure continued qualification of the Policy as a life insurance contract under the federal tax laws; or

•

to reflect a change in the Separate Account’s operation.

PREMIUMS

Minimum Initial Premium

No insurance will take effect until the minimum initial premium is paid, and the health and other conditions, including eligibility of the Insured described in the application for insurance, must not have changed. The Contractholder or employer will pay the initial premium on your behalf. The initial premium for a Policy must at least equal one-twelfth (1/12th) of the planned annual premium for the Policy set forth in the specifications pages. The planned annual premium is an amount that you arrange to pay for the Policy that is based on the requested initial Face Amount, the Issue Age of the Insured and the charges under the Policy. (See “Premium Flexibility” below.) You are not required to pay premiums equal to the planned annual premium.

Premium Flexibility

After the initial premium, and subject to the limitations described below, premiums may be paid in any amount and at any interval. Under Group Contracts and Individual Policies issued in connection with employer-sponsored insurance programs, the planned annual premium usually will be paid by the Contractholder or sponsoring employer on behalf of the Owner pursuant to a planned premium payment schedule. A planned premium payment schedule provides for premium payments in a level amount at fixed intervals (usually monthly) agreed to by the Contractholder or sponsoring employer and us. The Owner must authorize the amount of the premiums paid by the Contractholder or sponsoring employer. Please note that if the Contractholder or sponsoring employer does not remit premiums on a timely basis in accordance with the planned premium payment schedule, you may not participate in investment experience under the Policy until the premium has been received and credited to the Policy in accordance with our established administrative procedures. You may skip planned premium payments. Making planned premium payments does not guarantee that the Policy will remain in force. The Policy will not necessarily lapse if you fail to make planned premium payments. Rather, this depends on the Policy’s Cash Surrender Value. If the Cash Surrender Value on any monthly anniversary is less than the monthly deduction you will need to make a premium payment within the grace period to cover the monthly deduction. (See “Policy Lapse and Reinstatement.”)

Continuance of Insurance Under Certain Group Contracts

Premium Limitations

Every premium payment paid must be at least $20. We do not accept payment of premiums in cash or by money order.

We have established procedures to monitor whether aggregate premiums paid under a Policy exceed the current maximum premium limitations that qualify the Policy as life insurance according to federal tax laws. The aggregate premiums allowable will be lower for Individual Policies or Certificates with an effective date of January 1, 2009 or later, due to the changes in the calculation of insurance rates after that date. (See “Periodic Charges — Cost of Insurance Rates.”) We will not accept any premium payment that would cause your total premiums to exceed those limits. If a premium payment would cause your total premiums to exceed the maximum premium limitations, we will accept only that portion of the premium that would make total premiums equal the maximum amount that may be paid under the Policy. We will return any part of the premium in excess of the maximum premiums directly to you upon discovery of the excess payment, but in no event later than 60 days after the end of the Policy Year in which payment is received.

Modified Endowment Contracts

Allocation of Net Premiums and Cash Value

When you apply for a Policy, you give us instructions to allocate your net premiums to one or more Divisions of the Separate Account or, if applicable, the General Account. If you fail to provide allocation instructions, we may allocate your net premiums as described in the application. We will allocate your net premiums according to the following rules:

•

The minimum percentage of any allocation to an investment option is 10 percent of the net premium.

•

Allocation percentages must be in whole numbers and the sum of the percentages must equal 100.

•

The initial net premium will be allocated on the Investment Start Date, which is the later of the Issue Date or the date we receive the initial premium at our Administrative Office.

•

There are limitations on the amount of net premium that may be allocated to the General Account. (See “The General Account — Restrictions on Allocations and Transfers to the General Account.”)

THE COMPANY AND THE GENERAL ACCOUNT

The Company

Insurance Company prior to May 1, 2006 are now guaranteed by Metropolitan Tower Life Insurance Company (“Met Tower Life” or the “Guarantor”).

Guarantee of Insurance Obligations

The General Account

The General Account is part of the Company’s general account. The general account consists of all assets owned by MetLife other than those in the Separate Account and other separate accounts. We own the assets in the general account and we use these assets to support our insurance and annuity obligations other than those funded by our separate investment accounts. These assets are subject to our general liabilities from business operations. Subject to applicable law, we have sole discretion over the investment of the assets of the general account. We guarantee that the amounts allocated to the General Account will be credited interest daily at a net effective annual interest rate of at least 4% (3% if the General Account is first made available under the Policy on or after May 1, 2011). The principal, after charges and deductions, also is guaranteed. We will determine any interest rate credited in excess of the guaranteed rate at our sole discretion.

Owner may also transfer amounts between the General Account and the Divisions of the Separate Account in an amount not less than $250. We are not currently enforcing these restrictions but reserve our right to do so in the future.

The total amount of transfers and withdrawals in a Policy Year may not exceed the greater of:

•

the Policy’s Cash Surrender Value in the General Account at the beginning of the Policy Year, multiplied by the withdrawal percentage limit shown on the Policy’s specifications page, or

•

the previous Policy Year’s General Account maximum withdrawal amount.

The Loan Account is part of the general account.

We have not registered interests in the General Account under the Securities Act of 1933, nor have we registered the General Account as an investment company under the 1940 Act.

THE SEPARATE ACCOUNT AND THE PORTFOLIOS

The Separate Account

applicable state insurance law, assets equal to the reserves and other liabilities under the Policies are not chargeable with liabilities arising out of any other business of MetLife. If the assets in the Separate Account exceed the reserves and other liabilities under the Policies, then we may, from time to time in the normal course of business, transfer the excess to our general account. Such excess amounts may include, without limitation, amounts representing fees and charges incurred, but not yet deducted from the Separate Account. Before making any such transfers, we will consider any possible adverse impact the transfer may have on the Separate Account.

The Portfolios

The Portfolios available under the Policy including each Portfolio name, Portfolio type, adviser, sub-adviser, current expenses and average annual total returns of each Portfolios are set forth in Appendix A. Each Portfolio Prospectus and Statement of Additional Information contain information about each Portfolio and may be obtained by visiting dfinview.com/metlife/tahd/MET000234 or calling 1-800-756-0124.

made, that the investment results of any of the Portfolios will be comparable to the investment results of any other portfolio, even if the other portfolio has the same investment adviser or manager.

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

periodically and may remove a Portfolio or limit its availability to new premium payments and/or transfers of Cash Value if we determine that the Portfolio no longer meets one or more of the selection criteria, and/or if the Portfolio has not attracted significant allocations from Owners. In some cases, we have included Portfolios based on recommendations made by selling firms. These broker-dealer firms may receive payments from the Portfolios they recommend and may benefit accordingly from the allocation of Cash Value to such Portfolios. We do not provide investment advice and do not recommend or endorse any particular Portfolio. You bear the risk of any decline in the Cash Value of your Policy resulting from the performance of the Portfolios you have chosen.

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eliminate or combine one or more Divisions;

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substitute one Division for another Division; or

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transfer assets between Divisions if marketing, tax, or investment conditions warrant.

We will notify all Owners of any such changes.

If we deem it to be in the best interests of persons having voting rights under the Policy, and to the extent any necessary SEC approvals or Owner votes are obtained, the Separate Account may be:

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operated as a management company under the 1940 Act;

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deregistered under that Act in the event such registration is no longer required; or

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combined with other separate accounts of the Company.

To the extent permitted by applicable law, we may transfer the assets of the Separate Account associated with the Policy to another separate account.

POLICY VALUES

Cash Value

Cash Surrender Value

Cash Value in the General Account

On each Valuation Date, the Cash Value in the General Account will equal:

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the amount of the Net Premiums allocated or Cash Value transferred to the General Account; plus

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interest at a rate of at least 4% per year (3% if the General Account is first made available under the Policy on or after May 1, 2011); plus

•

any excess interest which we credit and any amounts transferred into the General Account; minus

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the sum of all Policy charges allocable to the General Account and any amounts deducted from the General Account in connection with partial withdrawals or transfers to the Separate Account.

Cash Value in Each Separate Account Division

Number of Accumulation Units. The number of units in any Division of the Separate Account at the end of any valuation day equals:

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the initial accumulation units purchased at the unit value on the Issue Date; plus

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accumulation units purchased with additional net premiums; plus

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accumulation units purchased via transfers from another Division, the General Account, or the Loan Account; minus

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accumulation units redeemed to pay for monthly deductions; minus

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accumulation units redeemed to pay for partial withdrawals; minus

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accumulation units redeemed as part of a transfer to another Division, the General Account, or the Loan Account.

Accumulation Unit Value. We determine an accumulation unit value, based upon the Net Investment Factor method, for each Division of the Separate Account to reflect how investment performance affects the Cash Value. Accumulation unit values will vary among Divisions, and may increase or decrease from one Valuation Period to the next. The accumulation unit value of any Division at the end of any Valuation Period equals:

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the value of the net assets of the Division at the end of the preceding Valuation Period; plus

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the capital losses, realized or unrealized, charged against those net assets during the Valuation Period; minus

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the daily mortality and expense risk charge (a charge not to exceed 0.90% annually); divided by

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aggregate accumulation units outstanding in the Division at the end of the preceding Valuation Period.

POLICY BENEFITS

Standard Death Benefit

As long as the Policy remains in force, we will pay the death benefit proceeds to the Beneficiary once we receive at our Administrative Office (i) satisfactory proof of the Insured’s death, (ii) instructions on how to pay the proceeds, and (iii) any other documents, forms and information we need. We may require you to return the Policy. (If the Beneficiary dies before the Insured, we will generally pay the insurance proceeds, in a single sum, to the Owner, or, if the Owner is not living, to the Owner’s estate.) Payment of death benefit proceeds will not be affected by termination of the Group Contract, the employer-sponsored insurance program, or an Employee’s employment.

Death benefit proceeds equal:

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the death benefit (described below); plus

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any additional insurance provided by rider; minus

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any unpaid monthly deductions; minus

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any outstanding Indebtedness.

Payment of the Death Benefit

Assets backing the Total Control Accounts are maintained in our general account and are subject to the claims of our creditors. We will bear the investment experience of such assets; however, regardless of the investment experience of such assets, the interest credited to the Total Control Account will never fall below the applicable guaranteed minimum annual effective rate. Because we bear the investment experience of the assets backing the

Total Control Accounts, we may receive a profit from these assets. The Total Control Account is not insured by the FDIC or any other governmental agency.

Standard Death Benefit Options

Under Option A, the death benefit is:

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the current Face Amount of the Policy or, if greater,

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the applicable percentage of Cash Value on the date of death.

Under Option B, the death benefit is:

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the current Face Amount plus the Cash Value of the Policy or, if greater,

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the applicable percentage of the Cash Value on the date of death. The applicable percentage is the same as under Option A.

Changing Death Benefit Options

Changing Face Amount

Face Amount Increases. You may increase the Face Amount by submitting a written request and providing satisfactory evidence of insurability. If approved, the increase will become effective on the Monthly Anniversary on or following receipt at our Administrative Office of the satisfactory evidence of insurability. The Insured must have an Attained Age of 80 or less on the effective date of the increase. The amount of the increase may not be less than $5,000, and the Face Amount may not be increased to more than the maximum Face Amount for that Policy. The maximum Face Amount varies by Plan. However, in connection with a particular Group Contract or employer-sponsored insurance program, we may establish a substantially higher Face Amount for Policies issued under that Contract or employer-sponsored insurance program. Although an increase need not necessarily be accompanied by additional premium, the Cash Surrender Value in effect immediately after the increase must be sufficient to cover the next monthly deduction. An increase in the Face Amount may result in certain additional charges. For example, we determine the cost of insurance separately for the initial Face Amount and for any increases in Face Amount.

will (at your election) either limit the decrease or return Cash Value to you to the extent necessary to meet those requirements. A decrease in the Face Amount generally will reduce the net amount at risk, which will reduce the cost of insurance charges. (See “Charges and Deductions — Cost of Insurance Charge.”)

Changing Owner or Beneficiary

Surrender and Partial Withdrawals

allocation is specified, we will deduct the amount of the partial withdrawal (including any partial withdrawal transaction charge) from the Divisions or the General Account on a pro-rata basis (that is, based on the proportion that the Policy’s Cash Value in each Division or the General Account bears to the unloaned Cash Value of the Policy). If restrictions on amounts that may be withdrawn from the General Account will not allow this proportionate allocation, we will request that you specify an acceptable allocation. If, following a partial withdrawal, insufficient funds remain in a Division or in the General Account to pay the partial withdrawal transaction charge as allocated, the unpaid charges will be allocated equally among the remaining Divisions or the General Account. You may request that the partial withdrawal transaction charge be paid from your Cash Value in a particular Division or in the General Account. You may not make a partial withdrawal if, or to the extent that, the partial withdrawal would reduce the Face Amount below $25,000.

Transfers

You may transfer Cash Value, not including amounts credited to the Loan Account, among the Divisions available within the Policy and, for certain Policies, between the Divisions and the General Account. You may request a transfer in writing on a form provided by us (by mail, email or facsimile) to our Administrative Office or via the Internet. Transfers to and from the General Account are subject to restrictions. (See “The General Account.”) The following terms apply to transfers under a Policy:

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We will consider all transfer requests received on the same Valuation Day as a single transfer request.

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We may impose a charge of $25 for each transfer in excess of 12 in a Policy Year.

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The Company may revoke or modify the privilege of transferring amounts to or from the General Account at any time.

Restrictions on Frequent Transfers

The following Portfolios are “Monitored Funds”:

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Brighthouse/abrdn Emerging Markets Equity Portfolio

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DWS CROCI® International VIP

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MetLife Russell 2000® Index Portfolio

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MFS® Global Equity Series

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Putnam VT High Yield Fund

operational and technological systems, as well as our ability to predict strategies employed by Owners to avoid such detection. Our ability to restrict such transfer activity also may be limited by provisions of the Policy. Accordingly, there is no assurance that we will prevent all transfer activity that may adversely affect Owners and other persons with interests in the Policies. We do not accommodate frequent transfers in any Portfolios and there are no arrangements in place to permit any Owner to engage in frequent transfers; we apply our policies and procedures without exception, waiver, or special arrangement.

Restrictions on Large Transfers

occurrence will result in a warning letter; a second occurrence will result in the imposition of the restriction for a six-month period; a third occurrence will result in the permanent imposition of the restriction.

Loans

Loan Privileges. After the first Policy Anniversary, you may, by request in writing on a form provided by us (by mail, email or facsimile) to our Administrative Office or via the Internet, borrow an amount up to the Loan Value of the Policy, with the Policy serving as sole security for such loan. The Loan Value is equal to (a) minus (b), where:

(a)

is 85% of the Cash Value of the Policy on the date the Policy Loan is requested; and

(b)

is the amount of any outstanding Indebtedness.

We will process each loan request at the accumulation unit values determined at the end of the Valuation Period during which we receive your request.

We will treat amounts paid while a Policy Loan is outstanding as premiums unless you request in writing that the payments be treated as repayment of Indebtedness.

Conversion Right to a Fixed Benefit Policy

Conversion Right Upon Termination of the Group Contract or Change in Insured’s Eligibility

Group Contracts with Automatic Continuation of Coverage. Under some Group Contracts, as long as the Certificate is in force, an Insured’s coverage will continue even if an Insured’s eligibility under a Group Contract or employer-sponsored insurance program ends because the Group Contract or employer-sponsored insurance program terminates or the Employee’s employment ends. Even if the Certificate has lapsed and is not in force, the right to reinstate and to convert a lapsed Certificate remains despite the change in the Employee’s eligibility during the reinstatement period.

premium necessary to prevent the Certificate from lapsing must be paid to us before the Individual Policy will be mailed. A new planned premium schedule will be established which will have the same planned annual premium utilized under the Group Contract. The new planned payment intervals will be no more frequent than quarterly. The Company may allow payment of planned premium through periodic (usually monthly) authorized electronic funds transfer. Of course, unscheduled premium payments can be made at any time. (See “Premiums.”)

Group Contracts without Automatic Continuation of Coverage. Under certain Group Contracts, an Insured’s coverage may end upon termination of the Group Contract or if the Group Contract has been amended to end life insurance coverage for an eligible class of Employees of which the Insured is a member. The Insured then has the option to convert the Certificate to a personal policy of insurance. (See “Conditions for Conversion” below.)

Payment of Benefits at Maturity

Telephone, Facsimile, Email and Internet Requests

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We will employ reasonable procedures to confirm that instructions are genuine.

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If we follow these procedures, we are not liable for any loss, damage, cost, or expense from complying with instructions we reasonably believe to be authentic. You bear the risk of any such loss.

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These procedures may include requiring forms of personal identification before acting upon instructions and/or providing written confirmation of transactions to you.

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We reserve the right to suspend telephone, facsimile, email and/or Internet instructions at any time for any class of Policies for any reason.

POLICY LAPSE AND REINSTATEMENT

Lapse

Reinstatement

Reinstatement is subject to the following conditions:

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Evidence of the insurability of the Insured satisfactory to us (including evidence of insurability of any person covered by a rider to reinstate the rider).

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Payment or reinstatement of any Indebtedness. Any Indebtedness reinstated will cause a Cash Value of an equal amount also to be reinstated.

CHARGES AND DEDUCTIONS

We will deduct certain charges under the Policy in consideration for: (i) services and benefits we provide; (ii) costs and expenses we incur; (iii) risks we assume; and (iv) our profit expectations.

Services and benefits we provide:

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

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investment options, including premium allocations,

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administration of elective options, and

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the distribution of reports to Owners.

Costs and expenses we incur:

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

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overhead and other expenses for providing services and benefits,

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sales and marketing expenses, and

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

Risks we assume:

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

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

Transaction Charges

Premium Expense Charge. Before we allocate net premiums among the Divisions and the General Account pursuant to your instructions, we will reduce your premium payments by a front-end sales charge (“premium expense charge”) to compensate us for our costs in issuing the Policy. The maximum premium expense charge we can apply to any Policy can vary but will not exceed 1% for Policies issued under Group Contracts. The net amount of premiums invested is shown on your Policy’s schedule page and reflects the deduction of the premium tax charge and the amount of premium expense charge that applies to your Policy. Please refer to your Policy Schedule page. For certain Policies that are deemed to be individual contracts under federal tax laws, we will reduce your premium payments by a premium expense charge that can vary but will not exceed 2% of each premium payment to compensate us for the anticipated higher corporate income taxes that result from the sale of such Policies. The current premium expense charge is 1% for Policies issued under Group Contracts and 2% for Policies treated as individual contracts under the Omnibus Budget Reconciliation Act of 1990.

The sales charges will not change even if an Insured is no longer eligible under a Group Contract or employer-sponsored insurance program, but continues coverage on an individual basis.

we will not assess an explicit premium tax charge but will include it in our insurance rates resulting in a higher cost of insurance charge. For a more detailed explanation of the different charge structures that apply to each Group, please see “Selection of Charge Structure (Group A, Group B and Group C)” above.

Periodic Charges

The monthly deduction has several components:

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the cost of insurance charge;

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the premium tax charge (for Group C Policy Owners, this is included as part of the cost of insurance charge);

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a monthly administrative charge (for Group B Policy owners and Group C Policy owners, this is included as part of the cost of insurance charge); and

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the charges for any riders.

Cost of Insurance Charge. We assess a monthly cost of insurance charge on each Monthly Anniversary (to cover the next Policy Month) to compensate us for underwriting the death benefit and for certain administrative costs (for Group B and Group C charge structures) and to cover state and local premium taxes (for Group C charge structure). The charge depends on the applicable cost of insurance rate and the net amount at risk in the Policy Month in which the charge is calculated. The charge may vary from Policy to Policy and from Policy Month to Policy Month.

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regard to the sex of the Insured. Whether a Policy is issued on a guaranteed issue or simplified underwriting basis does not affect the cost of insurance charge determined for that Policy.

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The current maximum cost of insurance is $10.78. per $1,000 of net amount at risk and the current minimum cost of insurance is $0.02. per $1,000 of net amount at risk.

These guaranteed maximum charges are guaranteed not to increase over the life of the Policy. The administrative charge will not change in the event that the Insured is no longer eligible for group coverage, but continues coverage on an individual basis. In addition, when we believe that lower administrative costs will be incurred in connection with a particular Group Contract or employer-sponsored insurance program, we may modify the charge for that Group Contract or employer-sponsored insurance program.

The charges for individual riders are summarized in the Fee Table of this prospectus. These riders may not be available in all states and some Group Contracts or employer-sponsored insurance programs may not offer certain riders.

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Children’s Life Insurance Rider. This rider provides for term insurance on the Insured’s children, as defined in the rider. To be eligible for insurance under the rider, the child to be insured must not be confined in a hospital at the time the application is signed. Upon receipt at our Administrative Office of proof of the Insured’s death before the rider terminates, the rider will be continued on a fully paid-up term insurance basis. The death benefit will be payable to the named Beneficiary upon the death of any insured child. The charge for this rider is assessed per $1,000 of insurance coverage provided. The current charge for this rider is up to $0.26 per $1,000 of coverage.

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Spouse’s Life Insurance Rider. This rider provides term insurance on the Insured’s spouse, as defined in the rider. To be eligible for insurance under the rider, the spouse must provide evidence of insurability at the time the application is signed. The death benefit will be payable to the named Beneficiary upon the death of the spouse. Under this rider, if we receive at our Administrative Office proof of the Insured’s death before the Policy Anniversary nearest the spouse’s 65th birthday, a limited 60-day continuation and exchange period begins, during which the rider may be exchanged for a new fixed-benefit policy on the life of the spouse. The spouse’s life insurance rider differs from an actual Policy issued on an Employee’s spouse in that the rider provides only term insurance on the life of the spouse and does not provide for the accumulation of its own Cash Value. The current maximum charge for this rider is $6.72. per $1,000 of coverage and the current minimum charge is $0.03. per $1,000 of Coverage.

This charge compensates us for certain mortality and expense risks we assume. The mortality risk we assume is that an Insured may die sooner than anticipated and that we will pay an aggregate amount of death benefits greater than anticipated. The expense risk assumed is that expenses incurred in issuing and administering the Policy will exceed the amounts realized from the administrative charges assessed against the Policy. If this charge does not cover our actual costs, we absorb the loss. Conversely, if the charge more than covers our actual costs, we add the excess to our surplus. We expect to profit from this charge and may use such profits for any lawful purpose, including covering distribution and other expenses. The Mortality and Expense Risk Charge is currently 0.75% (annually) of the net assets of each Division of the Separate Account.

in the Loan Account with interest at a minimum effective annual rate of 5% (our current interest rate is 8.00% and our current crediting rate is 7.25%). The current loan interest spread is 0.75%.

Federal Taxes

Variations in Charges

We may vary the amounts of charges described in this prospectus as a result of such factors as: (1) differences in legal requirements in the jurisdictions where the Policies are sold; (2) differences in actual or expected risks, expenses, Policy persistency, premium payment patterns, or mortality experience among different categories of purchasers or insureds; and (3) changes in Policy pricing that we may implement from time to time. We may take into account additional information provided by prospective Contractholders in assessing these differences and determining any variances in charges, subject to our underwriting guidelines. Any such variations will be pursuant to our administrative procedures that we establish and will not discriminate unfairly against any Policy Owner. Any such variations may apply to existing Policies as well as to Policies issued in the future, except that the charges under any Policy may never exceed the maximums therein.

Portfolio Charges and Expenses

FEDERAL TAX MATTERS

Tax Status of the Policy or Certificate

the minimum amount required for a Policy or Certificate, as applicable, to be treated as life insurance under section 7702 of the Internal Revenue Code, as in effect on the date the Policy or Certificate, as applicable, was issued.

The following discussion assumes that the Policy or Certificate, as applicable, will qualify as a life insurance contract for federal income tax purposes.

Tax Treatment of Policy or Certificate Benefits

Distributions Other Than Death Benefits From Modified Endowment Contracts. Policies or Certificates, as applicable, classified as modified endowment contracts are subject to the following tax rules:

(1)

(2)

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

(3)

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

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

Before taking out a Policy or Certificate, as applicable, loan, you should consult a tax adviser as to the tax consequences.

Benefits Rider or Accelerated Death Benefit Settlement Option Rider, as applicable received by a business owner with respect to an insured Employee will generally be taxable.

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

ADDITIONAL BENEFITS AND RIDERS

NAME OF BENEFIT	PURPOSE	IS BENEFIT STANDARD OR OPTIONAL?	BRIEF DESCRIPTION OF RESTRICTIONS OR LIMITATIONS
Waiver of Monthly Deductions Rider	This rider provides for the waiver of monthly deductions while the Insured is totally disabled, including cost of insurance and monthly certificate expense charges, upon proof of disability.	Standard	The rider is standard if elected by the employer at the group level. There is no individual election at the Employee level, and the Employee may not terminate the benefit. You should ask your employer if this benefit is included. The Insured must have become disabled before age 65.

NAME OF BENEFIT	PURPOSE	IS BENEFIT STANDARD OR OPTIONAL?	BRIEF DESCRIPTION OF RESTRICTIONS OR LIMITATIONS
Children’s Life Insurance Rider	This rider provides term insurance in an amount selected at issue upon proof of death for any insured child.	Optional	You may choose to add this benefit if your employer makes the benefit available. Depending upon your employer’s elected rider benefit, you may also need to be on active status. You should ask your employer if this benefit is included and whether you need to be on active status in order to elect it. Coverage applied for after certificate issue may be subject to underwriting.
Spouse’s Life Insurance Rider	This rider provides term insurance in an amount selected at issue upon proof of death of the Insured’s spouse.	Optional	You may choose to add this benefit if your employer makes the benefit available. Depending upon your employer’s elected rider benefit, you may also need to be on active status. You should ask your employer if this benefit is included and whether you need to be on active status in order to elect it. Coverage applied for after certificate issue may be subject to underwriting.
Accelerated Death Benefit Settlement Option Rider	Under this rider, you may receive an accelerated payment of a portion of your death benefit if the Insured is terminally ill.	Standard	The rider is standard if elected by the employer at the group level. There is no individual election at the Employee level, and the Employee may not terminate the benefit. You should ask your employer if this benefit is included. Payment under this rider may affect eligibility for benefits under state or federal law.

NAME OF BENEFIT	PURPOSE	IS BENEFIT STANDARD OR OPTIONAL?	BRIEF DESCRIPTION OF RESTRICTIONS OR LIMITATIONS
Will Preparation Service	MetLife makes a will preparation service available to you (subject to state variations).	Standard	The rider is standard unless your employer decides not to make it available. The will preparation service is made available through a MetLife affiliate.
Estate Resolution Services	This benefit provides certain probate services in the event you or your spouse dies (subject to state variations).	Standard	The rider is standard unless your employer decides not to make it available. The probate services are made available through a MetLife affiliate.
Dollar Cost Averaging	Allows you to automatically transfer from the DWS Government Money Market VIP Division to other Divisions a predetermined amount of money over a specified period of time.	Standard	You may not elect both Dollar Cost Averaging and Automatic Rebalancing at the same time.
Annual Automatic Portfolio Rebalancing	Allows you to automatically reallocate your Cash Value among the elected Divisions to return the allocation to the percentages you specify.	Standard	You may not elect both Dollar Cost Averaging and Automatic Rebalancing at the same time.

Additional Insurance Benefits

Children’s Life Insurance Rider. This rider provides for term insurance on the Insured’s children, as defined in the rider. To be eligible for insurance under the rider, the child to be insured must not be confined in a hospital at the time the application is signed. The death benefit will be payable to the named Beneficiary upon the death of any insured child. Upon receipt at our Administrative Office of proof of the Insured’s death before the rider terminates, the rider will be continued on a fully paid-up term insurance basis.

Spouse’s Life Insurance Rider. This rider provides term insurance on the Insured’s spouse, as defined in the rider. To be eligible for insurance under the rider, the spouse must provide evidence of insurability at the time the application is signed. The death benefit will be payable to the named Beneficiary upon the death of the spouse. Under this rider, if we receive at our Administrative Office proof of the Insured’s death before the Policy Anniversary nearest the spouse’s 65th birthday, a limited 60-day continuation and exchange period begins, during which this rider may be exchanged for a new fixed-benefit policy on the life of the spouse. The spouse’s life insurance rider differs from an actual Policy issued on an Employees’ spouse in that the rider provides only term insurance on the life of the spouse and does not provide for the accumulation of its own Cash Value.

The federal income tax consequences associated with adding or receiving benefits under the Accelerated Death Benefit Settlement Option Rider are unclear. You should consult a qualified tax adviser about the consequences of adding this rider to a Policy or requesting an accelerated death benefit payment under this rider.

For example, if you are eligible for benefits under the Accelerated Death Benefit Settlement Option Rider and have a face amount of $100,000 with no Cash Value, you may elect to receive up to $85,000 of the death benefit proceeds (less any loans and loan interest) prior to Your death.

Will Preparation Service. This rider provides you with a will preparation service (“Service”) while this rider and the Policy are in force. This Service is made available to you, at no cost, through a MetLife affiliate (“Affiliate”). This Service provides for a will to be prepared by attorneys designated by the Affiliate for you and your spouse. If you have a will prepared by an attorney not designated by the Affiliate, you must pay the attorney’s services directly. Upon proof of such payment, you will be reimbursed for the attorney’s services in an amount equal to the lesser of the amount you paid for the attorney’s services and the amount customarily reimbursed for such services by the Affiliate.

For example, the executor of your estate may use the Benefit to receive unlimited consultations, either face-to-face with an attorney or by phone to assist in settling your estate.

Automatic Investment Strategies

Dollar Cost Averaging. This investment strategy allows you to automatically transfer a predetermined amount of money from the DWS Government Money Market VIP Division to a number of available Divisions of the Separate Account. Based on the elected investment allocations for this investment strategy, Dollar Cost Averaging occurs after the close of business on each Monthly Anniversary or after close of business on the next business day following each Monthly Anniversary should your Monthly Anniversary fall on a non-business day (weekend or holiday) as long as all other requirements are met. The portion of the Policy’s Cash Value in the DWS Government Money Market VIP must be greater than or equal to $1,000. The minimum total monthly transfer amount must be greater than or equal to $100.

For example, if you elected the Dollar Cost Averaging and selected $12,000 of Cash Value to be transferred from the DWS Government Money Market Division to specified other Divisions that you choose, over a 12 month period we will transfer $1,000 each month for 12 months.

Annual Automatic Portfolio Rebalancing does not assure a profit or protect against a loss in declining markets.

DISTRIBUTION OF THE POLICIES

Distributing the Policies

MLIDC’s principal offices are located at 200 Park Avenue, New York, NY 10166. MLIDC is registered under the Securities Exchange Act of 1934 as a broker-dealer and is a member of the Financial Industry Regulatory Authority (“FINRA”). FINRA provides background information about broker-dealers and their registered representatives through FINRA BrokerCheck. You may contact the FINRA BrokerCheck Hotline at 1-800-289-9999, or online at www.finra.org. An investor brochure that includes information describing FINRA BrokerCheck is available through the Hotline or online.

We may compensate MetLife employees for referrals. We may also make various payments to selling firms and other third parties. (See “Compensation Paid to Selling Firms and Other Intermediaries.”)

Commissions Paid to Selling Firms

The maximum commissions payable to a selling firm are one of the following options:

Option	First Year	Renewal Years
1	A+B	a+b
2	A+B	a+c
3	A+X+Y+Z	a

A =

25% of premiums that do not exceed the cost of insurance assessed during the first Policy Year.

B =

1% of premiums in excess of the cost of insurance assessed during the first Policy Year.

a =

25% of premiums that do not exceed the cost of insurance assessed during the respective Policy Year.

b =

1% of premiums in excess of the cost of insurance assessed during that Policy Year.

c =

Up to 0.25% per year of the average Cash Value of a Policy during a Policy Year.

X =

Y =

2% of any unscheduled premiums received.

Z =

1% of premiums equal to the monthly administrative charge and the premium loads on those charges and the cost of insurance.

Compensation Paid to Selling Firms and Other Intermediaries

MetLife enters into arrangements concerning the sale, servicing and/or renewal of MetLife group insurance and certain other group-related insurance and non-insurance products (“Products”) with brokers, agents, consultants, third party administrators, general agents, associations, and other parties that may participate in the sale, servicing and/or renewal of such products (each an “Intermediary”). MetLife may pay your Intermediary compensation, which may include, among other things, base compensation, supplemental compensation and/or a service fee. MetLife may pay compensation for the sale, servicing and/or renewal of Products, or remit compensation to an Intermediary on your behalf. Your Intermediary may also be owned by, controlled by or affiliated with another person or party, which may also be an Intermediary and who may also perform marketing and/or administration services in connection with your Products and be paid compensation by MetLife.

Base compensation, which may vary from case to case and may change if you renew your Products with MetLife, may be payable to your Intermediary as a percentage of premium or a fixed dollar amount. MetLife may also pay your Intermediary compensation that is based upon your Intermediary placing and/or retaining a certain volume of business ( number of Products sold or dollar value of premium) with MetLife. In addition, supplemental compensation may be payable to your Intermediary for eligible Products. Under MetLife’s current supplemental compensation plan (“SCP”), the amount payable as supplemental compensation may range from 0% to 8% of premium. The supplemental compensation percentage may be based on one or more of: (1) the number of Products sold through your Intermediary during a one-year period, or other defined period; (2) the amount of eligible new or renewal premium with respect to Products sold through your Intermediary during a one-year period; (3) the persistency percentage of Products in force through your Intermediary during a one-year period; (4) the block growth of the Products in force through your Intermediary during a one-year period; (5) eligible new or renewal premium growth during a one-year period; or (6) a flat amount, fixed percentage or sliding scale of the premium for Products as set by MetLife. The supplemental compensation percentage will be set by MetLife based on the achievement of the outlined qualification criteria and it may not be changed until the following SCP plan year. As such, the supplemental compensation percentage may vary from year to year, but will not exceed 8% under the current supplemental compensation plan.

charged under an insurance policy or annuity contract, you may request additional information about the compensation your representative expects to receive as a result of the sale or concerning compensation for any alternative quotes presented, by contacting your representative or calling (866) 796-1800.

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

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

GENERAL PROVISIONS OF THE GROUP CONTRACT

Issuance

Premium Payments

Grace Period

Termination

Contracts may not have such a continuation provision and if the Group Contract terminates, your Certificate will cease. If there is a succeeding plan of insurance, we will pay the succeeding carrier the Cash Surrender Value of your Certificate. If there is no succeeding carrier, or the succeeding carrier is unable to accept such Cash Surrender Value, we will pay the Cash Surrender Value to you, unless you elect to take a paid-up insurance option using your Cash Surrender Value as a single premium. (See “Conversion Right Upon Termination of the Group Contract or Change in Insured’s Eligibility.”)

Right to Examine Group Contract

Entire Contract

Incontestability

We cannot contest the Group Contract after it has been in force for two years from the date of issue.

Ownership of Group Contract

GENERAL MATTERS RELATING TO THE POLICY

Postponement of Payments

•

the New York Stock Exchange is closed other than customary weekend and holiday closings, or trading on the New York Stock Exchange is restricted as determined by the SEC;

•

the SEC by order permits postponement for the protection of Owners; or

•

The Company may defer payments on any amount from the General Account for not more than six months.

STATE VARIATIONS

This Prospectus provides you with important information about the Policy. However, we will also issue you a Policy (Certificate or Individual Policy), which is a separate document from the prospectus. There may be differences between the description of the Policy contained in this prospectus and the Policy issued to you due to differences in state law. Please consult your Policy for the provisions that apply in your state. You should contact our Administrative Office to review a copy of your Policy and any applicable endorsements and riders.

LEGAL PROCEEDINGS

FINANCIAL STATEMENTS

The financial statements of the Company, Metropolitan Tower Life Insurance Company and Paragon Separate Account B are incorporated by reference from the submission form type N-VPFS, File No. 811-07534, relating to class ID#C000018811 filed by the Separate Account with the SEC on April 15 , 2024 .

the ability of the Company to meet its obligations under the Policies and of Metropolitan Tower Life Insurance Company, as guarantor, to meet its obligations under the guarantee agreement. For a free copy of these financial statements and/or the SAI, please call or write to us at our Administrative Office.

GLOSSARY

Attained Age – The Issue Age of the Insured plus the number of completed Policy Years.

Associated Companies – The companies listed in a Group Contract’s specifications pages that are under common control through stock ownership, contract or otherwise, with the Contractholder.

Cash Surrender Value – The Cash Value of a Policy on the date of surrender, less any Indebtedness, any accrued and unpaid monthly deduction and any applicable transaction charge.

Certificate – A document issued to Owners of Policies issued under Group Contracts, setting forth or summarizing the Owner’s rights and benefits.

Contractholder – The employer, association, sponsoring organization or trust that is issued a Group Contract.

Division – A subaccount of the Separate Account. Each Division invests exclusively in an available underlying Portfolio.

Effective Date – The actual date coverage shall take effect which will be on or after the Issue Date.

Employee – A person who is employed and paid for services by an employer on a regular basis. To qualify as an Employee, a person ordinarily must work for an employer at least 30 hours per week. MetLife may waive or modify this requirement at its discretion. An Employee may also include an independent contractor acting in many respects as an Employee with a sponsoring employer. An Employee may include a partner in a partnership if the employer is a partnership.

Face Amount – The minimum death benefit under the Policy so long as the Policy remains in force.

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

General Account – The Policy option where your money earns annual interest at a rate that will not be lower than the guaranteed minimum rate in effect on the issue date of your Group Contract, which in no event will be lower than 4% (3% if the General Account is first made available under the Policy on or after May 1, 2011). We may credit higher rates of interest, but are not obligated to do so. This may not be available on all Policies as an option. The General Account is part of the Company’s general account.

Group Contract – A group flexible premium variable life insurance contract issued to the Contractholder by the Company.

Indebtedness – The sum of all unpaid Policy Loans and accrued interest charged on loans.

Individual Insurance – Insurance provided under a Group Contract or under an Individual Policy issued in connection with an employer-sponsored insurance program on an Employee or an Employee’s spouse.

Insured – The person whose life is insured under a Policy. The term may include both an Employee and an Employee’s spouse.

Investment Start Date – The date the initial premium is applied to the General Account and/or to the Divisions of the Separate Account. This date is the later of the Issue Date or the date the initial premium is received at our Administrative Office.

Issue Age – The Insured’s Age as of the date the Policy is issued.

Issue Date – The Issue Date is the date from which Policy Anniversaries, Policy Years, and Policy Months are measured.

Loan Account – The account of the Company to which amounts securing Policy Loans are allocated. It is a part of the Company’s general account assets.

Loan Value – The maximum amount that may be borrowed under a Policy after the first Policy Anniversary.

Maturity Date – The Policy Anniversary on which the Insured reaches Attained Age 95.

Net Premium – The premium less any premium expense charge, any charge to compensate us for anticipated higher corporate income taxes resulting from the sale of a Policy and, for Policies with Group A or Group B charge structure, any charge for premium taxes.

Owner (or you) – The Owner of a Policy, as designated in the application or as subsequently changed.

Policy Anniversary – The same date each year as the Issue Date.

Policy Month – A month beginning on the Monthly Anniversary.

Policy Year – A period beginning on a Policy Anniversary and ending on the day immediately preceding the next Policy Anniversary.

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

SEC (or the Commission) – The Securities and Exchange Commission.

Separate Account – Paragon Separate Account B, a separate investment account established by the Company to receive and invest the net premiums paid under the Policy.

Spouse – An Employee’s legal spouse. The term does not include a spouse who is legally separated from the Employee.

Valuation Date – Each day that the New York Stock Exchange is open for regular trading.

APPENDIX A: PORTFOLIOS AVAILABLE UNDER THE POLICY

The following is a list of the Portfolios currently available under the Policy. More information about the Portfolios is available in the prospectuses for the Portfolios, which may be amended from time to time and can be found online at dfinview.com/metlife/tahd/MET000234. You can also request this information at no cost by calling 1-800-756-0124 or by sending an email request to GVUL-eservice@metlifecommercial.com.

FUND TYPE	PORTFOLIO AND ADVISER/SUBADVISER	CURRENT EXPENSES	AVERAGE ANNUAL TOTAL RETURNS (as of 12/31/2023)
FUND TYPE	PORTFOLIO AND ADVISER/SUBADVISER	CURRENT EXPENSES	1 YEAR	5 YEAR	10 YEAR
US Equity	All-Cap Opportunities Portfolio* - T. Rowe Price Associates, Inc. (T. Rowe Price or Price Associates)	0.80%	28.96%	18.96%	14.57%
International Equity	Brighthouse/abrdn Emerging Markets Equity Portfolio* - Class A Brighthouse Investment Advisers, LLC Subadviser: Aberdeen Asset Managers Limited	0.96%	6.67%	3.14%	1.56%
US Equity	Contrafund® Portfolio - Initial Class Fidelity Management & Research Company LLC Subadviser: FMR UK, FMR HK, FMR Japan	0.56%	33.45%	16.65%	11.61%
International Equity	DWS CROCI® International VIP* - Class A DWS Investment Management Americas Inc.	0.84%	18.95%	7.11%	2.14%
US Fixed Income	DWS Government Money Market VIP - Class A DWS Investment Management Americas Inc.	0.39%	4.75%	1.60%	0.99%
US Equity	Equity-Income Portfolio - Initial Class Fidelity Management & Research Company LLC Subadviser: FMR UK, FMR HK, FMR Japan	0.47%	10.65%	12.30%	8.58%
Allocation	Freedom 2010 Portfolio - Initial Class Fidelity Management & Research Company LLC	0.40%	9.48%	5.53%	4.56%
Allocation	Freedom 2020 Portfolio - Initial Class Fidelity Management & Research Company LLC	0.47%	12.40%	7.47%	5.73%
Allocation	Freedom 2030 Portfolio - Initial Class Fidelity Management & Research Company LLC	0.52%	14.70%	9.28%	6.85%
Allocation	Freedom 2040 Portfolio - Initial Class Fidelity Management & Research Company LLC	0.61%	18.87%	11.92%	8.14%
Allocation	Freedom 2050 Portfolio - Initial Class Fidelity Management & Research Company LLC	0.62%	19.45%	12.02%	8.19%
US Equity	Growth Portfolio - Initial Class Fidelity Management & Research Company LLC Subadviser: FMR UK, FMR HK, FMR Japan	0.58%	36.24%	19.64%	14.80%
US Equity	Index 500 Portfolio - Initial Class Fidelity Management & Research Company LLC Subadviser: Geode Capital Management, LLC	0.10%	26.19%	15.56%	11.92%

A-1

FUND TYPE	PORTFOLIO AND ADVISER/SUBADVISER	CURRENT EXPENSES	AVERAGE ANNUAL TOTAL RETURNS (as of 12/31/2023)
FUND TYPE	PORTFOLIO AND ADVISER/SUBADVISER	CURRENT EXPENSES	1 YEAR	5 YEAR	10 YEAR
US Fixed Income	Limited-Term Bond Portfolio* - T. Rowe Price Associates, Inc. (T. Rowe Price or Price Associates) Subadviser: T. Rowe Price International Ltd (Price International), T. Rowe Price Hong Kong Limited (Price Hong Kong)	0.50%	4.94%	1.86%	1.38%
US Equity	MetLife Russell 2000® Index Portfolio - Class A Brighthouse Investment Advisers, LLC Subadviser: MetLife Investment Management, LLC	0.32%	16.80%	9.90%	7.16%
Global Equity	MFS® Global Equity Series* - Initial Class Massachusetts Financial Services Company	0.92%	14.18%	10.25%	7.20%
US Equity	MFS® Growth Series* - Initial Class Massachusetts Financial Services Company	0.73%	35.86%	15.89%	12.97%
US Equity	Mid Cap Portfolio - Initial Class Fidelity Management & Research Company LLC Subadviser: FMR UK, FMR HK, FMR Japan	0.57%	15.08%	12.45%	8.12%
Allocation	Moderate Allocation Portfolio* - T. Rowe Price Associates, Inc. (T. Rowe Price or Price Associates) Subadviser: T. Rowe Price Investment Management, Inc. (Price Investment Management), T. Rowe Price International Ltd (Price International), T. Rowe Price Hong Kong Limited (Price Hong Kong)	0.85%	15.35%	7.31%	5.91%
US Fixed Income	Putnam VT High Yield Fund - Class IA Putnam Investment Management, LLC Subadviser: Disclosure A: Though the investment advisor has retained the services of Putnam Investments Limited (PIL), PIL does not currently manage any assets	0.75%	12.29%	4.82%	3.87%
US Fixed Income	Putnam VT Income Fund - Class IA Putnam Investment Management, LLC Subadviser: Disclosure A: Though the investment advisor has retained the services of Putnam Investments Limited (PIL), PIL does not currently manage any assets	0.64%	4.96%	0.64%	1.70%
US Equity	Putnam VT Large Cap Growth Fund - Class IA Putnam Investment Management, LLC Subadviser: Disclosure A: Though the investment advisor has retained the services of Putnam Investments Limited (PIL), PIL does not currently manage any assets	0.65%	44.89%	18.80%	14.68%

A-2

FUND TYPE	PORTFOLIO AND ADVISER/SUBADVISER	CURRENT EXPENSES	AVERAGE ANNUAL TOTAL RETURNS (as of 12/31/2023)
FUND TYPE	PORTFOLIO AND ADVISER/SUBADVISER	CURRENT EXPENSES	1 YEAR	5 YEAR	10 YEAR
US Equity	Putnam VT Large Cap Value Fund - Class IA Putnam Investment Management, LLC Subadviser: Disclosure A: Though the investment advisor has retained the services of Putnam Investments Limited (PIL), PIL does not currently manage any assets	0.57%	15.92%	14.78%	10.54%
US Equity	Putnam VT Sustainable Leaders Fund - Class IA Putnam Investment Management, LLC Subadviser: Disclosure A: Though the investment advisor has retained the services of Putnam Investments Limited (PIL), PIL does not currently manage any assets	0.65%	26.42%	16.38%	12.87%

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

A-3

To learn more about the Policy, you should read the SAI dated the same date as this Prospectus and is incorporated by reference into this Prospectus. It includes additional information about the Policies and the Separate Account. For a free copy of the SAI, please visit https://dfinview.com/metlife/tahd/MET000234 or call 1-800-756-0124 or write to us at our Administrative Office. To receive free personalized illustrations of death benefits and Cash Values, and to request other information about the Policy or to make inquiries please call 1-800-756-0124 or write to us at our Administrative Office. The mailing address for our Administrative Office is: MetLife GVUL; Suite 600; 11330 Olive Boulevard; St Louis, MO 63141.

EDGAR ID: C000018811

Under the Securities Act of 1933
Post-Effective Amendment No. 28	☒
and/or

☐	immediately upon filing pursuant to paragraph (b)
☒	on April 29, 2024 pursuant to paragraph (b)

☐	60 days after filing pursuant to paragraph (a)(1)
☐	on (date) pursuant to paragraph (a)(1) of Rule 485 under the Securities Act.

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

Under the Investment Company Act of 1940
Amendment No. 63	☒

	FEES AND EXPENSES			LOCATION IN PROSPECTUS
Charges for Early Withdrawals	None			—
Transaction Charges	You may be subject to transaction charges that may apply if you surrender your Policy or make a partial withdrawal. You also may be charged for other transactions, such as when you make a premium payment, transfer Cash Value between investment options or exercise your Accelerated Death Benefit Settlement Option Rider.			“Charges and Deductions — Transaction Charges”
Ongoing Fees and Expenses (annual charges)	In addition to charges described above, an investment in the Policy is subject to certain ongoing fees and expenses, including a mortality and expense risk charge and a monthly deduction covering the cost of insurance under the Policy, monthly administrative charge and optional benefits added by rider, and such fees and expenses are set based on characteristics of the Insured (e.g., the age and rate class of the covered person) as well as the Group characteristics. Please refer to the specifications page of your Policy for applicable rates. You will also bear expenses associated with the Portfolios available under your Policy, as shown in the following table:			“Charges and Deductions — Monthly Deduction” “Charges and Deductions — Mortality and Expense Risk Charge” “Charges and Deductions — Portfolio Charges and Expenses”
	ANNUAL FEE	MIN.	MAX
	Investment options (Portfolio fees and charges)	0.39%	1.69%
	RISKS			LOCATION IN PROSPECTUS
Risk of Loss	You can lose money by investing in this Policy, including loss of principal.			“Principal Risks”
Not a Short-Term Investment	The Policies are designed to provide insurance protection. They should not be used as a short-term investment or if you need ready access to cash, because you will be charged when you make premium payments and you will also pay a transaction fee on partial withdrawals. In addition, withdrawals may be subject to ordinary income tax and tax penalties.			“Principal Risks”
Risks Associated with Investment Options	An investment in this Policy is subject to the risk of poor investment performance and can vary depending on the performance of the Portfolios available under the Policy. Each investment option has its own unique risks. You should review the investment options before making an investment decision.			“Principal Risks”
Insurance Company Risks	Investments in the Policy are subject to the risks related to Metropolitan Life including any obligations, guarantees, and benefits of the Policy, including any death benefit, which are subject to the claims paying ability of Metropolitan Life. If Metropolitan Life experiences financial distress, it may not be able to meet its obligations to you. More information about Metropolitan Life, including its financial strength ratings, is available upon request by calling (800) 756-0124 or visiting: https://www.metlife.com/about-us/ corporate-profile/ratings.			“Principal Risks”

	Page
ADDITIONAL POLICY INFORMATION	SAI-3
The Policy	SAI-3
Claims of Creditors	SAI-3
Incontestability	SAI-3
Misstatement of Age	SAI-3
Suicide Exclusion	SAI-3
Assignment	SAI-4
Determination of Cash Value in Each Separate Account Division	SAI-4
Cost of Insurance	SAI-5
DISTRIBUTION OF THE POLICIES	SAI-5
MORE INFORMATION ABOUT THE COMPANY	SAI-6
The Company	SAI-6
NON-PRINCIPAL RISKS OF INVESTING IN THE POLICY	SAI-7
Payment of Proceeds	SAI-7
Potential Conflicts of Interest	SAI-7
OTHER INFORMATION	SAI-7
Safekeeping of Separate Account Assets	SAI-7
Records and Reports	SAI-7
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	SAI-8
INDEPENDENT AUDITOR	SAI-8
FINANCIAL STATEMENTS	SAI-8
APPENDIX DEATH BENEFIT APPLICABLE PERCENTAGE TABLE	A-1

Fiscal Year	Aggregate Amount of Commissions Paid to Principal Underwriter	Aggregate Amount of Commissions Retained by Principal Underwriter
2023	$4,878,126	$0
2022	$4,670,225	$0
2021	$4,288,973	$0

Attained Age	Applicable Percentage
40	250%
41	243
42	236
43	229
44	222
45	215
46	209
47	203
48	197
49	191
50	185
51	178
52	171
53	164
54	157
55	150
56	146
57	142
58	138
59	134
60	130
61	128
62	126
63	124
64	122
65	120
66	119
67	118
68	117
69	116
70	115
71	113
72	111
73	109
74	107
75-90	105
91	104
92	103
93	102
94	101
95 or older	100

	Page
ADDITIONAL CERTIFICATE INFORMATION	SAI-3
The Certificate	SAI-3
Claims of Creditors	SAI-3
Incontestability	SAI-3
Misstatement of Age	SAI-3
Suicide Exclusion	SAI-3
Assignment	SAI-3
Cost of Insurance	SAI-4
DISTRIBUTION OF THE CERTIFICATES	SAI-4
MORE INFORMATION ABOUT THE COMPANY	SAI-5
The Company	SAI-5
NON-PRINCIPAL RISKS OF INVESTING IN THE CERTIFICATE	SAI-5
Payment of Proceeds	SAI-5
Potential Conflicts of Interest	SAI-5
OTHER INFORMATION	SAI-5
Safekeeping of Separate Account Assets	SAI-5
Records and Reports	SAI-6
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	SAI-6
FINANCIAL STATEMENTS	SAI-6
APPENDIX — DEATH BENEFIT APPLICABLE PERCENTAGE TABLE	A-1

Attained Age	Applicable Percentage
40	250%
41	243
42	236
43	229
44	222
45	215
46	209
47	203
48	197
49	191
50	185
51	178
52	171
53	164
54	157
55	150
56	146
57	142
58	138
59	134
60	130
61	128
62	126
63	124
64	122
65	120
66	119
67	118
68	117
69	116
70	115
71	113
72	111
73	109
74	107
75-90	105
91	104
92	103
93	102
94	101
95 or older	100

(a)		Board of Directors Resolutions.
	(1)	Resolution of the Board of Directors of Metropolitan Life Insurance Company effecting the establishment of Paragon Separate Account B (Incorporated herein by reference to the Registrant’s Registration Statement on Form N-6, File No. 333-133671, filed May 1, 2006.)
(b)		Custodian Agreements. Not applicable.
(c)		Underwriting Contracts.
	(1)	Amended and Restated Principal Underwriting Agreement between Metropolitan Life Insurance Company and MetLife Investors Distribution Company, dated October 1, 2018. (Incorporated by reference to Post-Effective Amendment No. 21 to the Registrant's Registration Statement on Form S-6 (File No. 333-133671) Filed on April 23, 2019.)
	(2)	Schedule of Differences in Sales Agreements (Incorporated herein by reference to Post-Effective Amendment No. 3 to Paragon Separate Account A’s Registration Statement on Form N-6, File No. 333-133674, filed April 21, 2009.)
	(3)	Enterprise Sales Agreement between MetLife Investors Distribution Company and broker-dealers dated September 2012. (Incorporated herein by reference to Post-Effective Amendment No. 27 to Metropolitan Life Separate Account UL’s Registration Statement on Form N-6, File No. 033-47927, filed on April 11, 2013.)
(d)		Contracts.
	(1)	Form of Group Contract.
	i.	Scudder — (Group Contract 30020) (Incorporated by reference to Post-Effective Amendment No. 12 to Registrant’s Registration Statement on Form S-6, File No. 033-58796, filed April 28, 2000.)
	ii.	Morgan Stanley, Putnam and MFS — (Group Contract 30029) (Incorporated by reference to Post-Effective Amendment No. 12 to Registrant’s Registration Statement on Form S-6, File No. 033-58796, filed April 28, 2000.)
	iii.	Multi-Manager (Group Contract 30037) (Incorporated by reference to Post-Effective Amendment No. 12 to Registrant’s Registration Statement on Form S-6, File No. 033-58796, filed April 28, 2000.)
	(2)	Proposed Form of Individual Policy and Policy Riders: (Scudder (30018); Morgan Stanley, Putnam and MFS (30027); Multi-Manager (30040)) (Incorporated by reference to Post-Effective Amendment No. 12 to Registrant’s Registration Statement on Form S-6, File No. 033-58796, filed on April 28, 2000.)
	(3)	Form of Certificate and Certificate Riders:
	i.	Scudder — (Group Contract 30019) (Incorporated by reference to Post-Effective Amendment No. 12 to Registrant's Registration Statement on Form S-6, File No. 033-58796, filed April 28, 2000)
	ii.	Morgan Stanley, Putnam and MFS — (Group Contract 30028) (Incorporated by reference to Post-Effective Amendment No. 12 to the Registration Statement on Form S-6 (File No. 033-58796) filed April 28, 2000)
	iii.	Multi-Manager (30036) (Incorporated by reference to Post-Effective Amendment No. 12 to Registrant's Registration Statement on Form S-6, File No. 033-58796, filed April 28, 2000) and
	iv.	Multi-Manager (30044) (Incorporated by reference to Post-Effective Amendment No. 13 to the Registrant’s Registration Statement on Form S-6, File No. 033-58796, filed on April 27, 2001.)
	v.	MET (30047) (Incorporated by reference to Post-Effective Amendment No. 13 to Registrant's Registration Statement on Form S-6, File No. 033-58796, filed April 27, 2001.)
	vi.	MetFlex GVUL Certificate and Certificate Riders (G.24300(2003) and 24300A, GCR02-dp, G.24300-1, G.24300-2, G24300- 2A, G.24300-3, G.24300-4, G.24300-6, G.24300-6A, CR05-1) (Incorporated herein by reference to Post-Effective Amendment No. 6 to the Registrant’s Registration Statement on Form N-6, File No. 333-133671, filed December 23, 2008.)
	vii	Estate Resolution Services Rider. (Incorporated herein by reference to Post-Effective Amendment No. 27 to the Registrant's Registration Statement on Form N-6, File No. 333-133671, Filed April 19, 2023.)
	viii	Will Preparation Rider. (Incorporated herein by reference to Post-Effective Amendment No. 6 to the Paragon Separate Account B Registration Statement on Form N-6, File No. 333-133671, filed December 23, 2008.)
(e)		Applications.
	(1)	Form of Application for Group Contract

	i.	(10914) (Incorporated by reference to Post-Effective Amendment No. 12 to Paragon Separate Account A’s Registration Statement on Form S-6, File No. 033-18341, filed April 28, 2000.);
	ii.	(33906) (Incorporated by reference to Post-Effective Amendment No. 13 to the Registrant’s Registration Statement on Form S-6, File No. 033-58796, filed April 27, 2001.)
	(2)	Form of Application for Employee Insurance (Guaranteed Issue) (Group Contract 10915) (Incorporated by reference to Post-Effective Amendment No. 12 to Paragon Separate Account A’s Registration Statement on Form S-6, File No. 033- 18341, filed April 28, 2000.)
	(3)	Form of Application for Employee Insurance (Simplified Issue)
	i.	(Group Contract 10921, 10920) (Incorporated by reference to Post-Effective Amendment No. 12 to Paragon Separate Account A’s Registration Statement on Form S-6, File No. 033-18341, filed April 28, 2000.);
	ii.	(33910) (Incorporated by reference to Post-Effective Amendment No. 13 to the Registrant’s Registration Statement on Form S-6, File No. 033-58796, filed April 27, 2001.)
	(4)	Form of Application for Spouse Insurance (Group Contract 10917) (Incorporated by reference to Post-Effective Amendment No. 12 to Paragon Separate Account A’s Registration Statement on Form S-6, File No. 033-18341, filed April 28, 2000.)
	(5)	Form of Application for Employee Insurance Guaranteed Issue (Individual Policy 10352, 33100) (Incorporated by reference to Post-Effective Amendment No. 12 to Paragon Separate Account A’s Registration Statement on Form S-6, File No. 033-18341, filed April 28, 2000.)
	(6)	Form of Application for Employee Insurance (Simplified Issue) (Individual Policy 10357) (Incorporated by reference to Post-Effective Amendment No. 12 to Paragon Separate Account A’s Registration Statement on Form S-6, File No. 33- 18341, filed April 28, 2000.)
	(7)	Form of Application for Spouse Insurance (Individual Policy 10354)(Incorporated by reference to Post-Effective Amendment No. 12 to Paragon Separate Account A’s Registration Statement on Form S-6, File No. 033-18341, filed April 28, 2000.)
	(8)	Form of Application Supplement for Scudder Commissioned Policy (33105) (Incorporated by reference to Post-Effective Amendment No. 12 to Registrant's Registration Statement on Form S-6, File No. 033-58796, filed on April 28, 2000.)
	(9)	Form of Application Supplement for Putnam Policy (33114) (Incorporated by reference to Post-Effective Amendment No. 12 to Registrant's Registration Statement on Form S-6, File No. 033-58796, filed April 28, 2000.)
	(10)	Form of Application Supplement for MFS Policy (33115-20) (Incorporated by reference to Post-Effective Amendment No. 12 to Registrant's Registration Statement on Form S-6, File No. 033-58796, filed April 28, 2000.)
	(11)	Form of Application Supplement for Morgan Stanley Policy (33113) (Incorporated by reference to Post-Effective Amendment No. 12 to Registrant's Registration Statement on Form S-6, File No. 033-58796, filed April 28, 2000.)
	(12)	Form of Application Supplement for Multi-Manager Commissioned Policy
	i.	(33116) (Incorporated by reference to Post Effective Amendment No. 12 to Registrant's Registration Statement on Form S-6, File No. 033-58796, filed April 28, 2000.);
	ii.	(33135) (Incorporated by reference to Post-Effective Amendment No. 13 to the Registrant’s Registration Statement on Form S-6, File No. 033-58796, filed April 27, 2001.)
	(13)	Form of Application Supplement — Conditional Interim Coverage Agreement (33909) (Incorporated by reference to Post-Effective Amendment No. 13 to Registrant’s Registration Statement on Form S-6, File No. 033-58796, filed April 27, 2001.)
(f)		Depositor’s Certificate of Incorporation and By-Laws.
	(1)	Amended and Restated Charter of Metropolitan Life Insurance Company (effective May 16, 2016) (Incorporated herein by reference to Post-Effective Amendment No. 26 to the Registrant's Registration Statement on Form N-6 (File No. 333- 133671) filed on April 20, 2022.)
	(2)	Amended and Restated By-Laws of Metropolitan Life Insurance Company effective December 21, 2023. (Filed herewith.)
(g)		Reinsurance Agreements. (Incorporated by reference to Post-Effective Amendment No. 17 to the Registrant’s Registration Statement on Form N-6, File No. 033-58796, filed on April 30, 2003.)
(h)		Participation agreements.

(1)	Participation Agreement with Scudder Variable Life Investment Fund (Incorporated by reference to the Pre-Effective Amendment No. 1 to Paragon Separate Account D’s Registration Statement on Form S-6, File No. 333-80393, filed September 1, 1999.)
	(a)	Supplement to Participation Agreement among DWS Variable Series II, Deutsche Investment Management Americas Inc., DWS Scudder Distributors, Inc. and Metropolitan Life Insurance Company dated April 15, 2005 (Incorporated herein by reference to Post Effective Amendment No. 29 to the Registrant's Registration Statement on Form N-6, File No. 333-133675, filed April 22, 2009.)
	(b)	Supplement to Participation Agreement among Scudder Variable Series II, Deutsche Investment Management Americas, Inc., Scudder Distributors, Inc. and Paragon Life Insurance Company dated April 15, 2005 (Incorporated herein by reference to Post Effective Amendment No. 29 to the Registrant's Registration Statement on Form N-6, File No. 333-133675, filed April 22, 2009.)
	(c)	Amendment to the Participation Agreements between DWS Variable Series I and Series II, DWS Investments Distributors, Inc., Deutsche Investment Management Americas Inc., and Metropolitan Life Insurance Company effective April 30, 2010 (Incorporated by reference to the Post-Effective Amendment No. 12 to Registrant's Registration Statement on Form N-6, File No. 333-133675, filed April 20, 2011.)
(2)	Participation Agreement with Putnam Capital Manager Trust, Putnam Mutual Funds Corp. and Paragon Life Insurance Company dated October 30, 1995. (Incorporated by reference to the Pre-Effective Amendment No. 1 to Paragon Separate Account D’s Registration Statement on Form S-6, File No. 333-80393, filed September 1, 1999.)
	(a)	Amendment No. 1 Participation Agreement dated October 30, 1995 among Putnam Variable Trust, Putnam Retail Management Limited Partnership and Metropolitan Life Insurance Company dated April 14, 1996. (Filed herewith.)
	(b)	Amendment No. 4 to Participation Agreement dated October 30, 1995 among Putnam Variable Trust, Putnam Retail Management Limited Partnership and Metropolitan Life Insurance Company dated as of October 11, 2006. (Filed herewith.)
	(c)	Amendment No. 5 to Participation Agreement dated October 30, 1995 among Putnam Variable Trust, Putnam Retail Management Limited Partnership and Metropolitan Life Insurance Company dated as of April 28, 2008. (Filed herewith.)
	(d)	Amendment No. 6 to Participation Agreement dated October 30, 1995 among Putnam Variable Trust, Putnam Retail Management Limited Partnership and Metropolitan Life Insurance Company dated as of May 1, 2016. (Incorporated herein by reference to Post-Effective Amendment 30 to Metropolitan Life Separate Account UL's Registration Statement on Form N-6 (File No. 033-57320) filed on April 14, 2017.)
	(e)	Amendment dated as of May 27, 2021 to the Participation Agreement dated October 30, 1995 as amended, by and among Metropolitan Life Insurance Company on behalf of itself and certain of its separate accounts; Putnam Variable Trust and Putnam Retail Management Limited Partnership. (Incorporated herein by reference to Post- Effective Amendment No. 26 to the Registrant's Registration Statement on Form N-6 (File No. 333-133671) filed on April 20, 2022.)
(3)	Amended and Restated Participation Agreement among MFS Variable Insurance Trust, MFS Variable Insurance Trust II and Metropolitan Life Insurance Company dated May 1, 2009. (Incorporated herein by reference to Post-Effective Amendment No. 10 to Registrant's Registration Statement on Form N-6, File No. 333-133675, filed on April 22, 2009.)
	(a)	Amendment to the Amended and Restated Participation Agreement, dated May 1, 2009, among MFS Variable Insurance Trust, MFS Variable Insurance Trust II and Metropolitan Life Insurance Company effective May 1, 2011. (Incorporated herein by reference to Post-Effective Amendment No. 25 to Metropolitan Life Separate Account UL’s Registration Statement on Form N-6, File No. 033-57320, filed April 12, 2012.)
(4)	Participation Agreement with T. Rowe Price Equity Series, Inc. and T. Rowe Price Fixed Income Series (Incorporated by reference to Pre-Effective Amendment No. 1 to Paragon Separate Account D’s Registration Statement on Form S-6, File No. 333-36515, filed February 26, 1998.)
	(a)	Amendment to Schedule A of the Participation Agreement dated August 1, 1996 with T. Rowe Price Equity Series, Inc., T. Rowe Price Fixed Income Series, Inc., T. Rowe Price International Series, Inc. and T. Rowe Price Investment Services, Inc. and Metropolitan Life Insurance Company effective August 6, 1999. (Incorporated herein by reference to Post-Effective Amendment No. 18 to the Registrant’s Registration Statement on Form N-6, File No. 333-133675, filed April 25, 2017.)

	(b)	Amendment to Schedule A of the Participation Agreement dated August 1, 1996 with T. Rowe Price Equity Series, Inc., T. Rowe Price Fixed Income Series, Inc., T. Rowe Price International Series, Inc. and T. Rowe Price Investment Services, Inc. and Paragon Life Insurance Company effective May 1, 2002. (Incorporated herein by reference to Post-Effective Amendment No. 18 to the Registrant's Registration Statement on Form N-6, File No. 333-133675, filed April 25, 2017.)
	(c)	Amendment to Participation Agreement dated August 1, 1996 with T. Rowe Price Equity Series, Inc., T. Rowe Price Fixed Income Series, Inc., T. Rowe Price International Series, Inc. and T. Rowe Price Investment Services, Inc. and Paragon Life Insurance Company effective May 1, 2013. (Incorporated herein by reference to Post- Effective Amendment No. 18 to the Registrant's Registration Statement on Form N-6, File No. 333-133675, filed April 25, 2017.)
	(d)	Amendment dated as of May 17, 2021 to the Participation Agreement dated August 1, 1996 as amended by and among Metropolitan Life Insurance Company on behalf of itself and certain of its separate accounts; T. Rowe Price International Series, Inc., T. Rowe Price Equity Series, Inc., and T. Rowe Price Fixed Income Series, Inc. (Incorporated herein by reference to Post-Effective Amendment No. 26 to the Registrant's Registration Statement on Form N-6 (File No. 333-133671) filed on April 20, 2022.)
(5)	Participation Agreement dated April 30, 2001 among Metropolitan Life Insurance Company, American Funds Insurance Series and Capital Research and Management Company. (Incorporated by reference to Pre-Effective Amendment No. 12 to Metropolitan Life Separate Account E's Registration Statement on Form N-4, File No. 333-52366, filed August 3, 2001.)
	(a)	Amendment No. 1 dated May 1, 2006 to the Participation Agreement dated April 30, 2001 among Metropolitan Life Insurance Company, American Funds Insurance Series and Capital Research and Management Company. (Incorporated herein by reference to Effective Amendment No. 1 to Metropolitan Separate Account E's Registration Statement on Form N-4, File No. 333-160722, filed November 2, 2009.)
	(b)	Amendment No. 2 dated April 28, 2008 to the Participation Agreement dated April 30, 2001 among Metropolitan Life Insurance Company, American Funds Insurance Series and Capital Research and Management Company. (Incorporated herein by reference to Effective Amendment No. 1 to Metropolitan Separate Account E's Registration Statement on Form N-4, File No. 333-160722, filed November 2, 2009.)
	(c)	Amendment No. 3 dated November 10, 2008 to the Participation Agreement dated April 30, 2001 among Metropolitan Life Insurance Company, American Funds Insurance Series and Capital Research and Management Company. (Incorporated herein by reference to Effective Amendment No. 1 to Metropolitan Separate Account E's Registration Statement on Form N-4, File No. 333-160722, filed November 2, 2009.)
	(d)	Amendment to the Participation Agreement dated April 30, 2001 with Metropolitan Life Insurance Company American Funds Insurance and Capital Research and Management Company Series. (Incorporated herein by reference to Post-Effective Amendment No. 5 to the Metropolitan Life Separate Account E's Registration Statement on Form N-6, File No. 333- 83716, filed April 12, 2011.)
	(e)	Amendment No. 4 to the Participation Agreement with American Funds Insurance Series dated November 19, 2014. (Incorporated herein by reference to Post-Effective Amendment No. 18 to Metropolitan Life Separate Account E’s Registration Statement on Form N-4, File No. 333-176654, filed April 13, 2016.)
	(f)	Amendment to Participation Agreements dated April 30, 2001 and May 16, 1989 between Metropolitan Life Insurance Company, American Funds Insurance Series and Capital Research and Management Company dated June 7, 2021. (Incorporated herein by reference to Post-Effective No. 37 to Metropolitan Life Separate Account E's Registration Statement on Form N-4, File 333-52366, filed April 21, 2022.
(6)	Participation Agreement by and among AIM Variable Insurance Funds, AIM Distributors, Inc. and Metropolitan Life Insurance Company dated April 30, 2004. (Incorporated herein by reference to Post-Effective Amendment No. 16 to Metropolitan Life Separate Account UL’s Registration Statement on Form N-6, File No. 033-57320, filed April 30, 2004.)
	(a)	Amendment No. 1 to the Participation Agreement dated April 30, 2004 among AIM Variable Insurance Funds, AIM Distributors, Inc. and Metropolitan Life Insurance Company effective April 28, 2008. (Filed herewith.)
	(b)	Amendment No. 2 to the Participation Agreement dated April 30, 2004 among AIM Variable Insurance Funds, Invesco Aim Distributors and Metropolitan Life Insurance Company dated September 30, 2009. (Filed herewith.)
	(c)	Amendment No. 3 to the Participation Agreements between AIM Variable Insurance Funds, Invesco Aim Distributors and Metropolitan Life Insurance Company dated April 30, 2010. (Incorporated herein by reference to Post-Effective Amendment No. 24 to Metropolitan Life Separate Account UL’s Registration Statement on Form N-6, File No. 033-57320, filed April 14, 2011.)

		(d)	Amendment to each of the Participation Agreements among AIM Variable Insurance Funds, Invesco Distributors, Inc., and Metropolitan Life Insurance Company, MetLife Insurance Company of Connecticut, MetLife Investors USA Insurance Company, MetLife Investors Insurance Company, MetLife Investors Insurance Company of California, First MetLife Investors Insurance Company, and General American Life Insurance Company dated April 30, 2010. (Incorporated herein by reference to Post-Effective Amendment No. 24 to Metropolitan Life Separate Account UL’s Registration Statement on Form N-6, File No. 033-57320, filed April 14, 2011.)
	(7)	Participation Agreement dated March 6, 2017 by and among Brighthouse Funds Trust I, Metropolitan Life Insurance Company, Brighthouse Investment Advisers, LLC and Brighthouse Securities, LLC. (Incorporated herein by reference to Post-Effective Amendment No. 19 to Metropolitan Life Separate Account E's Registration Statement on form N-4 (File No. 333-176654) filed April 12, 2017.)
		(a)	Amendment dated January 1, 2021 to the Participation Agreement dated March 6, 2017 by and among Brighthouse Funds Trust II, Metropolitan Life Insurance Company, Brighthouse Investment Advisers, LLC and Brighthouse Securities, LLC (Incorporated herein by reference to Post-Effective Amendment No. 27 to the Registration Statement on Form N-4 for Metropolitan Life Separate Account E (File No. 333-83716) filed on April 28, 2021.)
	(8)	Participation Agreement dated March 6, 2017 by and among Brighthouse Funds Trust II, Metropolitan Life Insurance Company, Brighthouse Investment Advisers, LLC and Brighthouse Securities, LLC. (Incorporated herein by reference to Post-Effective Amendment No. 19 to Metropolitan Life Separate Account E's Registration Statement on form N-4 (File No. 333-176654) filed April 12, 2017.)
		(a)	Amendment dated as of June 7, 2021 to the Participation Agreement dated April 30, 2001 and May 16, 1989, as amended, by and among Metropolitan Life Insurance Company on behalf of itself and certain of its separate accounts; American Funds Insurance Series; and Capital Research and Management Company. (Incorporated herein by reference to Post- Effective Amendment No. 26 to the Registrant's Registration Statement on Form N-6 (File No. 333-133671) filed on April 20, 2022.)
	(9)	Amended and Restated Participation Agreement dated January 26, 2018 among Fidelity Variable Insurance Products, Fidelity Distributors Corporation and Metropolitan Life Insurance Company. (Incorporated herein by reference to Post- Effective Amendment No. 5 to Metropolitan Life Separate Account E's Registration Statement on form N-4 (File No. 333-190296) filed April 10, 2018.)
	(10)	Amended and Restated Participation Agreement dated as of May 31, 1997, as amended and restated as of July 31st, 2003, by and among Paragon Life Insurance Company on its own behalf on its own behalf and on behalf of the Separate Account B of Paragon Life Insurance Company, a separate account of the Company, and Morgan Stanley Variable Investment Series (formerly, Dean Witter Variable Investment Series), an unincorporated business trust organized under the laws of the Commonwealth of Massachusetts and Morgan Stanley Distributors Inc. (formerly, Dean Witter Distributors Inc.). (Incorporated herein by reference to Post-Effective Amendment No. 26 to the Registrant's Registration Statement on Form N-6 (File No. 333-133671) filed on April 20, 2022.)
		(a)	Assignment and Assumption of Participation Agreement with Morgan Stanley Investment Management (Incorporated herein by reference to Post-Effective Amendment No. 13 to the Registrant’s Registration Statement on Form N-6, File No. 333-133671, filed April 18, 2012.)
(i)		Administrative Contracts. Not applicable.
(j)		Other Material Contracts.
	(1)	Guarantee Agreement (Incorporated herein by reference to the Registrant’s Registration Statement on Form N-6, File No. 333-133671, filed May 1, 2006.)
(k)		Legal Opinions.
	(1)	Opinion of John R. Murphy, Esquire (Incorporated herein by reference to the Registrant’s Registration Statement on Form N-6, File No. 333-133671, filed May 1, 2006.)
	(2)	Opinion and consent of Blackwell Sanders Peper Martin LLC, Counsel to General American Life Insurance Company (now Metropolitan Tower Life Insurance Company, pursuant to a merger of General American Life Insurance Company with and into Metropolitan Tower Life Insurance Company effective as of the close of business on April 27, 2018). (Incorporated herein by reference to the Registrant’s Registration Statement on Form N-6, File No. 333-133671, filed May 1, 2006.)
(l)		Actuarial Opinion. Not Applicable
(m)		Calculations. Not Applicable
(n)		Consents of Independent Registered Public Accounting Firm & Independent Auditor (Filed herewith.)

(o)		Omitted Financial Statements. No financial statements are omitted from Item 28.
(p)		Initial Capital Agreements. Not applicable.
(q)		Redeemability Exemption. Memorandum describing issuance, transfer and redemption procedures for the Policies and the procedure for conversion to a fixed benefit policy. (Incorporated herein by reference to Paragon Separate Account D’s Registration Statement on Form S-6, File No. 333-36515, filed September 26, 1997.)
(r)		Form of Initial Summary Prospectuses (Filed herewith).
	(1)	Initial Summary Prospectus (MFS)
	(2)	Initial Summary Prospectus (Multi-Manager III)
	(3)	Initial Summary Prospectus (Multi Manager C)
	(4)	Initial Summary Prospectus (DWS C)
	(5)	Initial Summary Prospectus (Metflex GVUL C)
(s)		Powers of Attorney.
	(1)	Powers of Attorney for Carla Harris, Carlos M. Gutierrez, Catherine Ruane Kinney, Cheryl Wray Grisé, David Herzog, Denise Mullen Morrison, Diana McKenzie, Edward Joseph Kelly, III, Gerald Lee Hassell, John McCallion, Mark Weinberger, Michel Khalaf, Robert Glenn Hubbard, Tamara Schock and William Earl Kennard for Metropolitan Life Insurance Company and its designated Separate Accounts. (Incorporated herein by reference to the Registration Statement on Form S-3 (File No. 333-268428) filed on November 17, 2022.)
	(2)	Power of Attorney for Jeh Charles Johnson for Metropolitan Life Insurance Company and its designated Separate Accounts. (Incorporated herein by reference to the Registration Statement on Form S-3A (File No. 333-268428) filed on March 27, 2023.)
	(3)	Powers of Attorney for Bryan Boudreau, Charles Scully, Graham Scott Cox, Kevin Mackay, Michael Dan Borowski, Michael Zarcone, Steven Douglas Caldwell, Tamara Schock and William O'Donnell for Metropolitan Tower Life Insurance Company and its designated separate accounts. (Incorporated herein by reference to Post Effective Amendment No. 20 to the Registrant's Registration Statement on Form N-6 (File No. 333-133678) filed on April 19, 2023.)
	(4)	Power of Attorney for Laura Hay for Metropolitan Life Insurance Company and its designated separate accounts. (Filed herewith.)
	(5)	Power of Attorney for Kim Gordon and Dimitri Lorenzon for Metropolitan Tower Life Insurance Company and its designated Separate Accounts. (Filed herewith.)
(t)		Representations regarding separate account financial statements. (Incorporated herein by reference to Post-Effective Amendment No. 2 to the Registrant’s Registration Statement on Form N-6, File No. 333-133671, filed April 17, 2007.)

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Name and Principal Business Address	Positions and Offices with Depositor
R. Glenn Hubbard Chairman of the Board, MetLife, Inc. Dean Emeritus and Russell L. Carson Professor of Economics and Finance, Graduate School of Business, and Professor of Economics, Faculty of Arts and Sciences, Columbia University 200 Park Avenue New York, NY 10166	Chairman of the Board and Director
Michel A. Khalaf President and Chief Executive Officer MetLife, Inc. 200 Park Avenue New York, NY 10166	President, Chief Executive Officer and Director
Cheryl W. Grisé Former Executive Vice President Northeast Utilities 200 Park Avenue New York, NY 10166	Director
Carlos M. Gutierrez Former U.S. Secretary of Commerce, Co-Founder, Chairman and Chief Executive Officer EmPath, Inc. 200 Park Avenue New York, NY 10166	Director
Carla Harris Senior Client Advisor Morgan Stanley 200 Park Avenue New York, NY 10166	Director
Gerald L. Hassell Former Chairman of the Board and Chief Executive Officer The Bank of New York Mellon Corporation 200 Park Avenue New York, NY 10166	Director
Laura Hay Former Global Head of Insurance KPMG LLP 200 Park Avenue New York, NY 10166	Director
David L. Herzog Former Chief Financial Officer and Executive Vice President American International Group 200 Park Avenue New York, NY 10166	Director
Jeh Charles Johnson Partner Paul, Weiss, Rifkind, Wharton & Garrison LLP 200 Park Avenue New York, NY 10166	Director

Name and Principal Business Address	Positions and Offices with Depositor
Edward J. Kelly, III Former Chairman, Institutional Clients Group Citigroup, Inc. 200 Park Avenue New York, NY 10166	Director
William E. Kennard Former U.S. Ambassador to the European Union 200 Park Avenue New York, NY 10166	Director
Catherine R. Kinney Former President and Co-Chief Operating Officer New York Stock Exchange, Inc. 200 Park Avenue New York, NY 10166	Director
Diana L. McKenzie Former Chief Information Officer Workday, Inc. 200 Park Avenue New York, NY 10166	Director
Denise M. Morrison Former President and Chief Executive Officer Campbell Soup Company 1 Campbell Place Camden, NJ 08103	Director
Mark A. Weinberger Former Global Chairman and Chief Executive Officer EY 200 Park Avenue New York, NY 10166	Director

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

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

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

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

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

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

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

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

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

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

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

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

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

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