Common use of Fairness Clause in Contracts

Fairness. Provide fair compensation for internal, Enterprise-wide replacement transactions that are done with the best interest and needs of the client in mind and in accordance with industry practices and regulatory requirements. These rules were designed to provide for all known situations that an agent might encounter with suitability and fairness for the client in mind. At the time of the writing of this document, they are believed to cover all situations, BUT it is recognized that our business is not static and a situation may arise where these Rewritten Business Rules will not clearly address the issue. These new rules apply to payment of First Year Compensation. In general, Asset Trail, TLP and renewal commissions will not be affected. SUITABILITY, FIRST & FOREMOST ----------------------------- The rules for Rewritten Business are in place to support suitable transactions that are in the best interest of the customer. Simply stated, all Rewritten ------------- Business must be suitable for the customer. A product replacement or switch can ------------------------------------------- only be recommended if it is in the customer's best interest. In general, when you and your customer are considering rewriting a product to better serve the customer's financial goals, the following guidelines should be followed. For a detailed review of MetLife's suitability guidelines, please refer to the Suitability Tutorial and Replacement Tutorial in the Ethics & Compliance section of the LearnNow website, or the Suitability document posted in the Reference Works section of the Ask Me/Tell Me/Read Me database. . The recommendation should be supported by a thorough fact-find and needs analysis. . The new product should clearly meet the customer's financial and personal goals, and this should be readily evident to the customer. . The benefits of the new product should clearly outweigh the costs and consequences of replacing or switching the existing product. . The pros and cons of the proposed transaction should be discussed completely with the customer. . Proper disclosure of the replacement or switch must be made to the customer and ALL Company and state requirements must be strictly adhered to with regard to Rewritten Business. WHEN DO THE REWRITTEN BUSINESS RULES APPLY? ------------------------------------------- When a client gives up ALL OR PART OF THE BENEFIT PROVIDED BY AN EXISTING -------------------------------------------------- PRODUCT (either by ceasing to pay required premiums or deposits on the product ------- or by appropriating the product's cash value) to fund the purchase of a New Product or the rollover into an Existing Product, these Rewritten Business rules will apply. These rules govern the commissions paid on the sale of the second product. These rules apply in the following circumstances as defined by key terms and definitions presented in the following section of this document: . When an Existing Product is rewritten by New Product; or . When an Existing Product is rewritten by a non-enterprise New Product sponsored by, or sold through the enterprise (e.g., products available through the MetLife General Agency.) For PROTECTION PRODUCTS, and INVESTMENT PRODUCTS, any transaction identified as occurring within the respective Rewritten Business Window (see definition in next section of this document), may trigger the application of these Rewritten Business Rules. KEY TERMS & DEFINITIONS AS APPLIED TO REWRITTEN BUSINESS RULES -------------------------------------------------------------- EXISTING PRODUCT or PRODUCT BEING REWRITTEN is any "existing" enterprise protection or investment product used to fund the purchase of a new enterprise protection or investment product or to fund a deposit into an Existing Enterprise protection or investment Product. NEW PRODUCT is any protection or investment product, policy or contract, which rewrites, in whole or part, an Existing Product. NEW PREMIUM or NEW DEPOSIT is the amount of first-year premium or the initial deposit paid on a New Product. With respect to flexible premium life products, any amount paid in excess of the (base commissionable) premium amount - sometimes referred to as "excess premium" - is excluded. OLD PREMIUM LEVEL is an amount equal to the first-year premium on an Existing Product. With respect to flexible premium life products, "Old Premium Level" does not include any amount previously paid in excess of the (base commissionable) premium amount - sometimes referred to as "excess premium." OLD MONEY is the net cash value released (excluding dividend accumulations) from an Existing Product, either as cash build up, accumulation, or policy values, and subsequently appropriated or used to pay any part of a New Premium or Deposit. Appropriation or use of Old Money to pay any part of a New Premium or Deposit may be implied if the use or appropriation occurs within the Rewritten Business Window and the criteria for deeming the money to have been used for that purpose have been met. This will apply whether that cash value is explicitly rolled into the new policy or not. In addition, a full or partial surrender of PUAR/VABR values (or of a paid-up or non-forfeiture policy) on the same life is considered rollover money if it falls within the RWB window, even if the old policy is not otherwise changed or "rewritten." NEW MONEY is any amount used to pay premium or deposits on a New or Existing Product that is not Old Money. In essence, New Money is any money paid by the client that has not come from an existing enterprise product within the Rewritten Business Window as defined in this document. REWRITTEN BUSINESS WINDOW is the time frame in which transactions on an Existing Product will trigger the application of these Rewritten Business rules with regard to the issue of a New Product or deposit into an Existing Product. If within this time frame, an Existing Product lapses, is fully or partially surrendered for the cash value, or the annualized premium is reduced by a policy change, these Rewritten Business rules will apply to the commissions on the New Product.

Fairness. Provide fair compensation for internal, Enterprise-wide replacement transactions that are done with the best interest and needs of the client in mind and in accordance with industry practices and regulatory requirements. These rules were designed to provide for all known situations that an agent might encounter with suitability and fairness for the client in mind. At the time of the writing of this document, they are believed to cover all situations, BUT it is recognized that our business is not static and a situation may arise where these Rewritten Business Rules will not clearly address the issue. These new rules apply to payment of First Year Compensation. In general, Asset Trail, TLP and renewal commissions will not be affected. SUITABILITY, FIRST & FOREMOST ----------------------------- The rules for Rewritten Business are in place to support suitable transactions that are in the best interest of the customer. Simply stated, all Rewritten ------------- Business must be suitable for the customer. A product replacement or switch can ------------------------------------------- only be recommended if it is in the customer's best interest. In general, when you and your customer are considering rewriting a product to better serve the customer's financial goals, the following guidelines should be followed. For a detailed review of MetLife's suitability guidelines, please refer to the Suitability Tutorial and Replacement Tutorial in the Ethics & Compliance section of the LearnNow website, or the Suitability document posted in the Reference Works section of the Ask Me/Tell Me/Read Me database. . The recommendation should be supported by a thorough fact-find and needs analysis. . The new product should clearly meet the customer's financial and personal goals, and this should be readily evident to the customer. . The benefits of the new product should clearly outweigh the costs and consequences of replacing or switching the existing product. . The pros and cons of the proposed transaction should be discussed completely with the customer. . Proper disclosure of the replacement or switch must be made to the customer and ALL Company and state requirements must be strictly adhered to with regard to Rewritten Business. WHEN DO THE REWRITTEN BUSINESS RULES APPLY? ------------------------------------------- When a client gives up ALL OR PART OF THE BENEFIT PROVIDED BY AN EXISTING -------------------------------------------------- PRODUCT all or part of the benefit provided by an Existing Product (either by ceasing to pay required premiums or deposits on the product ------- or by appropriating the product's cash value) to fund the purchase of a New Product or the rollover into an Existing Product, these Rewritten Business rules will apply. These rules govern the commissions paid on the sale of the second product. These rules apply in the following circumstances as defined by key terms and definitions presented in the following section of this document: . When an Existing Product is rewritten by New Product; or . When funds from an Existing Product are used to fund a deposit into another Existing Product; or . When an Existing Product is rewritten by a non-enterprise New Product sponsored by, or sold through the enterprise (e.g., products available through the MetLife General Agency.) For PROTECTION PRODUCTSProtection Products, and INVESTMENT PRODUCTSInvestment Products, any transaction identified as occurring within the respective Rewritten Business Window (see definition in next section of this document), may trigger the application of these Rewritten Business Rules. KEY TERMS & DEFINITIONS AS APPLIED TO REWRITTEN BUSINESS RULES -------------------------------------------------------------- EXISTING PRODUCT Existing Product or PRODUCT BEING REWRITTEN Product Being Rewritten is any "existing" enterprise protection or investment product used to fund the purchase of a new enterprise protection or investment product or to fund a deposit into an Existing Enterprise protection or investment Product. NEW PRODUCT New Product is any protection or investment product, policy or contract, which rewrites, in whole or part, an Existing Product. NEW PREMIUM New Premium or NEW DEPOSIT New Deposit is the amount of first-year premium or the initial deposit paid on a New Product. With respect to flexible premium life products, any amount paid in excess of the (base commissionable) premium amount - sometimes referred to as "excess premium" - is excluded. OLD PREMIUM LEVEL Old Premium Level is an amount equal to the first-year premium on an Existing Product. With respect to flexible premium life products, "Old Premium Level" does not include any amount previously paid in excess of the (base commissionable) premium amount - sometimes referred to as "excess premium." OLD MONEY Old Money is the net cash value released (excluding dividend accumulations) from an Existing Product, either as cash build up, accumulation, or policy values, and subsequently appropriated or used to pay any part of a New Premium or Deposit. Appropriation or use of Old Money to pay any part of a New Premium or Deposit may be implied if the use or appropriation occurs within the Rewritten Business Window and the criteria for deeming the money to have been used for that purpose have been met. This will apply whether that cash value is explicitly rolled into the new policy or not. In addition, a full or partial surrender of PUAR/VABR values (or of a paid-up or non-forfeiture policy) on the same life is considered rollover money if it falls within the RWB window, even if the old policy is not otherwise changed or "rewritten." NEW MONEY New Money is any amount used to pay premium or deposits on a New or Existing Product that is not Old Money. In essence, New Money is any money paid by the client that has not come from an existing enterprise product within the Rewritten Business Window as defined in this document. REWRITTEN BUSINESS WINDOW Rewritten Business Window is the time frame in which transactions on an Existing Product will trigger the application of these Rewritten Business rules with regard to the issue of a New Product or deposit into an Existing Product. If within this time frame, an Existing Product lapses, is fully or partially surrendered for the cash value, or the annualized premium is reduced by a policy change, these Rewritten Business rules will apply to the commissions on the New Product. 1) For Protection Products, the Rewritten Business Window is 6 months prior to and 12 months after the Date of Part A of a New Product. 2) For Investment Products, the Rewritten Business Window is 3 months prior to and 3 months after the issue date of a New Product or a deposit into an Existing contract. RULES FOR MONEY COMING INTO A NEW LIFE POLICY Permanent to Permanent / Term to Term / Permanent to Term Life Full First-Year Commissions will be paid on the part of the New premium in the New Product that exceeds the premium level of the Old Product. . Partial First-Year Commissions will be paid on premium dollars in the New Product up to the premium level of the Old Product. The partial commission payable will be determined based on the age of the old policy being rewritten. This applies to "roll-overs" directly into the Cash Value and Paid-Up Riders. Please refer to the table below. Percent of Normal FYC ---------------------------------- Years Old Policy Has Up to Old Premium Above Old Premium Been In-force Level /(1)/ Level -------------- ----------------- ----------------- Less Than 5 0% 100% 5 but less than 6 25% 100% 6 but less than 7 30% 100% 7 but less than 8 35% 100% 8 but less than 9 40% 100% 9 but less than 10 45% 100% 10 or more 50% 100% (1) Also applies to old money rolled over into an accumulation fund (e.g, Excess Premium), or whole life riders (e.g, VABR). . For Existing Term insurance sold after 01/01/2001. When existing term insurance that was sold after 01/01/2001 is replaced by a new term policy, the "Up to Old Premium Level" percentages in the table above would be doubled. . Premium Doubling Rule. Should the New Policy base premium at least double that of the Old Policy base premium AND the Old Policy is at least 5 years old, full commission will be paid on all premium dollars related to the base premium of the New Policy. Any Old Money rolled over into an accumulation fund (e.g, Excess Premium), or whole life riders (e.g, VABR) will be commissioned based on the above table. . Normal Renewals will be paid based on published schedules of renewals for the New Policy being written. . A Persistency Adjustment will apply to offset the "lapse" of the Old Product that is being rewritten under the Traditional Life Persistency (TLP) arrangement. This adjustment will apply if the Old Product being rewritten is a traditional life policy, has been in force for 5 years or more, and the commissions on the New Product are adjusted under the Rewritten Business Rules. . No Commissions are paid for "Saving" cases. . Term Insurance receives the "Percent of Normal FYC" scale if rewritten, unless it is in the last 2 years of the level premium guarantee period, in which case 100% of normal FYC is payable. Term to Permanent . Term-to-permanent commission payments are determined by the conversion rules of the Old Product. For a replacement of a term policy by a permanent policy, where no term conversion is available, full commissions will be paid on the permanent policy. Annuities/Mutual Fund/WRAP Account to Life Full first-year commissions will be paid when money is coming from an Old Investment Product and going towards a New Protection Product, except for Annuities with surrender/withdrawal charges. RULES FOR MONEY COMING INTO A NEW ANNUITY Fixed to Fixed Annuity / Fixed to Variable Annuity / Variable to Fixed Annuity

Fairness. Provide fair compensation for internal, Enterprise-wide replacement transactions that are done with the best interest and needs of the client in mind and in accordance with industry practices and regulatory requirements. These rules were designed to provide for all known situations that an agent might encounter with suitability and fairness for the client in mind. At the time of the writing of this document, they are believed to cover all situations, BUT it is recognized that our business is not static and a situation may arise where these Rewritten Business Rules will not clearly address the issue. These new rules apply to payment of First Year Compensation. In general, Asset Trail, TLP and renewal commissions will not be affected. SUITABILITY, FIRST & FOREMOST ----------------------------- The rules for Rewritten Business are in place to support suitable transactions that are in the best interest of the customer. Simply stated, all Rewritten ------------- Business must be suitable for the customer. A product replacement or switch can ------------------------------------------- only be recommended if it is in the customer's best interest. In general, when you and your customer are considering rewriting a product to better serve the customer's financial goals, the following guidelines should be followed. For a detailed review of MetLife's suitability guidelines, please refer to the Suitability Tutorial and Replacement Tutorial in the Ethics & Compliance section of the LearnNow website, or the Suitability document posted in the Reference Works section of the Ask Me/Tell Me/Read Me database. . The recommendation should be supported by a thorough fact-find and needs analysis. . The new product should clearly meet the customer's financial and personal goals, and this should be readily evident to the customer. . The benefits of the new product should clearly outweigh the costs and consequences of replacing or switching the existing product. . The pros and cons of the proposed transaction should be discussed completely with the customer. . Proper disclosure of the replacement or switch must be made to the customer and ALL Company and state requirements must be strictly adhered to with regard to Rewritten Business. WHEN DO THE REWRITTEN BUSINESS RULES APPLY? ------------------------------------------- When a client gives up ALL OR PART OF THE BENEFIT PROVIDED BY AN EXISTING -------------------------------------------------- PRODUCT all or part of the benefit provided by an Existing Product (either by ceasing to pay required premiums or deposits on the product ------- or by appropriating the product's cash value) to fund the purchase of a New Product or the rollover into an Existing Product, these Rewritten Business rules will apply. These rules govern the commissions paid on the sale of the second product. These rules apply in the following circumstances as defined by key terms and definitions presented in the following section of this document: . When an Existing Product is rewritten by New Product; or . When funds from an Existing Product are used to fund a deposit into another Existing Product; or . When an Existing Product is rewritten by a non-enterprise New Product sponsored by, or sold through the enterprise (e.g., products available through the MetLife General Agency.) For PROTECTION PRODUCTSProtection Products, and INVESTMENT PRODUCTSInvestment Products, any transaction identified as occurring within the respective Rewritten Business Window (see definition in next section of this document), may trigger the application of these Rewritten Business Rules. KEY TERMS & DEFINITIONS AS APPLIED TO REWRITTEN BUSINESS RULES -------------------------------------------------------------- EXISTING PRODUCT Existing Product or PRODUCT BEING REWRITTEN Product Being Rewritten is any "existing" enterprise protection or investment product used to fund the purchase of a new enterprise protection or investment product or to fund a deposit into an Existing Enterprise protection or investment Product. NEW PRODUCT New Product is any protection or investment product, policy or contract, which rewrites, in whole or part, an Existing Product. NEW PREMIUM New Premium or NEW DEPOSIT New Deposit is the amount of first-year premium or the initial deposit paid on a New Product. With respect to flexible premium life products, any amount paid in excess of the (base commissionable) premium amount - sometimes referred to as "excess premium" - is excluded. OLD PREMIUM LEVEL Old Premium Level is an amount equal to the first-year premium on an Existing Product. With respect to flexible premium life products, "Old Premium Level" does not include any amount previously paid in excess of the (base commissionable) premium amount - sometimes referred to as "excess premium." OLD MONEY Old Money is the net cash value released (excluding dividend accumulations) from an Existing Product, either as cash build up, accumulation, or policy values, and subsequently appropriated or used to pay any part of a New Premium or Deposit. Appropriation or use of Old Money to pay any part of a New Premium or Deposit may be implied if the use or appropriation occurs within the Rewritten Business Window and the criteria for deeming the money to have been used for that purpose have been met. This will apply whether that cash value is explicitly rolled into the new policy or not. In addition, a full or partial surrender of PUAR/VABR values (or of a paid-up or non-forfeiture policy) on the same life is considered rollover money if it falls within the RWB window, even if the old policy is not otherwise changed or "rewritten." NEW MONEY New Money is any amount used to pay premium or deposits on a New or Existing Product that is not Old Money. In essence, New Money is any money paid by the client that has not come from an existing enterprise product within the Rewritten Business Window as defined in this document. REWRITTEN BUSINESS WINDOW Rewritten Business Window is the time frame in which transactions on an Existing Product will trigger the application of these Rewritten Business rules with regard to the issue of a New Product or deposit into an Existing Product. If within this time frame, an Existing Product lapses, is fully or partially surrendered for the cash value, or the annualized premium is reduced by a policy change, these Rewritten Business rules will apply to the commissions on the New Product. 1) For Protection Products, the Rewritten Business Window is 6 months prior to and 12 months after the Date of Part A of a New Product. 2) For Investment Products, the Rewritten Business Window is 3 months prior to and 3 months after the issue date of a New Product or a deposit into an Existing contract. RULES FOR MONEY COMING INTO A NEW LIFE POLICY Permanent to Permanent / Term to Term / Permanent to Term Life Full First-Year Commissions will be paid on the part of the New premium in the New Product that exceeds the premium level of the Old Product.

Fairness. Provide fair compensation for internal, Enterprise-wide replacement transactions that are done with the best interest and needs of the client in mind and in accordance with industry practices and regulatory requirements. These rules were designed to provide for all known situations that an agent might encounter with suitability and fairness for the client in mind. At the time of the writing of this document, they are believed to cover all situations, BUT it is recognized that our business is not static and a situation may arise where these Rewritten Business Rules will not clearly address the issue. These new rules apply to payment of First Year Compensation. In general, Asset Trail, TLP and renewal commissions will not be affected. SUITABILITY, FIRST & FOREMOST ----------------------------- The rules for Rewritten Business are in place to support suitable transactions that are in the best interest of the customer. Simply stated, all Rewritten ------------- Business must be suitable for the customer. A product replacement or switch can ------------------------------------------- only be recommended if it is in the customer's best interest. In general, when you and your customer are considering rewriting a product to better serve the customer's financial goals, the following guidelines should be followed. For a detailed review of MetLife's suitability guidelines, please refer to the Suitability Tutorial and Replacement Tutorial in the Ethics & Compliance section of the LearnNow website, or the Suitability document posted in the Reference Works section of the Ask Me/Tell Me/Read Me database. . The recommendation should be supported by a thorough fact-find and needs analysis. . The new product should clearly meet the customer's financial and personal goals, and this should be readily evident to the customer. . The benefits of the new product should clearly outweigh the costs and consequences of replacing or switching the existing product. . The pros and cons of the proposed transaction should be discussed completely with the customer. . Proper disclosure of the replacement or switch must be made to the customer and ALL Company and state requirements must be strictly adhered to with regard to Rewritten Business. WHEN DO THE REWRITTEN BUSINESS RULES APPLY? ------------------------------------------- When a client gives up ALL OR PART OF THE BENEFIT PROVIDED BY AN EXISTING -------------------------------------------------- PRODUCT all or part of the benefit provided by an Existing Product (either by ceasing to pay required premiums or deposits on the product ------- or by appropriating the product's cash value) to fund the purchase of a New Product or the rollover into an Existing Product, these Rewritten Business rules will apply. These rules govern the commissions paid on the sale of the second product. These rules apply in the following circumstances as defined by key terms and definitions presented in the following section of this document: . When an Existing Product is rewritten by New Product; or . When funds from an Existing Product are used to fund a deposit into another Existing Product; or . When an Existing Product is rewritten by a non-enterprise New Product sponsored by, or sold through the enterprise (e.g., products available through the MetLife General Agency.) For PROTECTION PRODUCTSProtection Products, and INVESTMENT PRODUCTSInvestment Products, any transaction identified as occurring within the respective Rewritten Business Window (see definition in next section of this document), may trigger the application of these Rewritten Business Rules. KEY TERMS & DEFINITIONS AS APPLIED TO REWRITTEN BUSINESS RULES -------------------------------------------------------------- EXISTING PRODUCT Existing Product or PRODUCT BEING REWRITTEN Product Being Rewritten is any "existing" enterprise protection or investment product used to fund the purchase of a new enterprise protection or investment product or to fund a deposit into an Existing Enterprise protection or investment Product. NEW PRODUCT New Product is any protection or investment product, policy or contract, which rewrites, in whole or part, an Existing Product. NEW PREMIUM New Premium or NEW DEPOSIT New Deposit is the amount of first-year premium or the initial deposit paid on a New Product. With respect to flexible premium life products, any amount paid in excess of the (base commissionable) premium amount - sometimes referred to as "excess premium" - is excluded. OLD PREMIUM LEVEL Old Premium Level is an amount equal to the first-year premium on an Existing Product. With respect to flexible premium life products, "Old Premium Level" does not include any amount previously paid in excess of the (base commissionable) premium amount - sometimes referred to as "excess premium." OLD MONEY Old Money is the net cash value released (excluding dividend accumulations) from an Existing Product, either as cash build up, accumulation, or policy values, and subsequently appropriated or used to pay any part of a New Premium or Deposit. Appropriation or use of Old Money to pay any part of a New Premium or Deposit may be implied if the use or appropriation occurs within the Rewritten Business Window and the criteria for deeming the money to have been used for that purpose have been met. This will apply whether that cash value is explicitly rolled into the new policy or not. In addition, a full or partial surrender of PUAR/VABR values (or of a paid-up or non-forfeiture policy) on the same life is considered rollover money if it falls within the RWB window, even if the old policy is not otherwise changed or "rewritten." NEW MONEY New Money is any amount used to pay premium or deposits on a New or Existing Product that is not Old Money. In essence, New Money is any money paid by the client that has not come from an existing enterprise product within the Rewritten Business Window as defined in this document. REWRITTEN BUSINESS WINDOW Rewritten Business Window is the time frame in which transactions on an Existing Product will trigger the application of these Rewritten Business rules with regard to the issue of a New Product or deposit into an Existing Product. If within this time frame, an Existing Product lapses, is fully or partially surrendered for the cash value, or the annualized premium is reduced by a policy change, these Rewritten Business rules will apply to the commissions on the New Product. 1) For Protection Products, the Rewritten Business Window is 6 months prior to and 12 months after the Date of Part A of a New Product. 2) For Investment Products, the Rewritten Business Window is 3 months prior to and 3 months after the issue date of a New Product or a deposit into an Existing contract. RULES FOR MONEY COMING INTO A NEW LIFE POLICY Permanent to Permanent / Term to Term / Permanent to Term Life Full First-Year Commissions will be paid on the part of the New premium in the New Product that exceeds the premium level of the Old Product. . Partial First-Year Commissions will be paid on premium dollars in the New Product up to the premium level of the Old Product. The partial commission payable will be determined based on the age of the old policy being rewritten. This applies to "roll-overs" directly into the Cash Value and Paid-Up Riders. Please refer to the table below. Percent of Normal FYC ---------------------------------- Years Old Policy Has Up to Old Premium Above Old Premium Been In-force Level /(1)/ Level ------------- ----------------- ----------------- Less Than 5 0% 100% 5 but less than 6 25% 100% 6 but less than 7 30% 100% 7 but less than 8 35% 100% 8 but less than 9 40% 100% 9 but less than 10 45% 100% 10 or more 50% 100% (1) Also applies to old money rolled over into an accumulation fund (e.g, Excess Premium), or whole life riders (e.g, VABR). . For Existing Term insurance sold after 01/01/2001. When existing term insurance that was sold after 01/01/2001 is replaced by a new term policy, the "Up to Old Premium Level" percentages in the table above would be doubled. . Premium Doubling Rule. Should the New Policy base premium at least double that of the Old Policy base premium AND the Old Policy is at least 5 years old, full commission will be paid on all premium dollars related to the base premium of the New Policy. Any Old Money rolled over into an accumulation fund (e.g, Excess Premium), or whole life riders (e.g. VABR) will be commissioned based on the above table. . Normal Renewals will be paid based on published schedules of renewals for the New Policy being written. . A Persistency Adjustment will apply to offset the "lapse" of the Old Product that is being rewritten under the Traditional Life Persistency (TLP) arrangement. This adjustment will apply if the Old Product being rewritten is a traditional life policy, has been in force for 5 years or more, and the commissions on the New Product are adjusted under the Rewritten Business Rules. . No Commissions are paid for "Saving" cases. . Term Insurance receives the "Percent of Normal FYC" scale if rewritten, unless it is in the last 2 years of the level premium guarantee period, in which case 100% of normal FYC is payable. Term to Permanent . Term-to-permanent commission payments are determined by the conversion rules of the Old Product. For a replacement of a term policy by a permanent policy, where no term conversion is available, full commissions will be paid on the permanent policy. Annuities/Mutual Fund/WRAP Account to Life Full first-year commissions will be paid when money is coming from an Old Investment Product and going towards a New Protection Product, except for Annuities with surrender/withdrawal charges. RULES FOR MONEY COMING INTO A NEW ANNUITY Non-variable to Non-variable Annuity / Non-variable to Variable Annuity / Variable to Non-variable Annuity . Full commissions will be paid on New Money included within the New Deposit. . One-half of the normal first-year commission will be paid on the Old Money included within the New Deposit. The commission is only payable if the old annuity contract is beyond the surrender/withdrawal charge period. . No Commissions will be paid on the Old Money included within the New Deposit if a surrender/withdrawal charge was assessed on the old contract. Variable Annuity to Variable Annuity . Full commissions will be paid on New Money included within the New Deposit. . No Commissions will be paid on any Old Money included within the New Deposit. Mutual Fund or WRAP Account to Non-variable or Variable Annuity . Full commissions will be paid on all money being deposited. Permanent Life Insurance to Non-variable or Variable Annuity . Full commissions will be paid on New Money included within the New Deposit. . Full first-year commission will be paid on Old Money included within the New Deposit if the life insurance policy has been in force at least 10 years. . No first year commission paid on Old Money included in the New Deposit if the life insurance policy has been in force for less than 10 years. Special Rules Applicable to Annuities . No commissions will be payable on company-sponsored exchanges or similar exchanges sponsored by MetLife affiliates.

Fairness. Provide fair compensation for internal, Enterprise-wide replacement transactions that are done with the best interest and needs of the client in mind and in accordance with industry practices and regulatory requirements. These rules were designed to provide for all known situations that an agent might encounter with suitability and fairness for the client in mind. At the time of the writing of this document, they are believed to cover all situations, BUT it is recognized that our business is not static and a situation may arise where these Rewritten Business Rules will not clearly address the issue. These new rules apply to payment of First Year Compensation. In general, Asset Trail, TLP and renewal commissions will not be affected. SUITABILITY, FIRST & FOREMOST ----------------------------- The rules for Rewritten Business are in place to support suitable transactions that are in the best interest of the customer. Simply stated, all Rewritten ------------- Business must be suitable for the customer. A product replacement or switch can ------------------------------------------- only be recommended if it is in the customer's best interest. In general, when you and your customer are considering rewriting a product to better serve the customer's financial goals, the following guidelines should be followed. For a detailed review of MetLife's suitability guidelines, please refer to the Suitability Tutorial and Replacement Tutorial in the Ethics & Compliance section of the LearnNow website, or the Suitability document posted in the Reference Works section of the Ask Me/Tell Me/Read Me database. . The recommendation should be supported by a thorough fact-find and needs analysis. . The new product should clearly meet the customer's financial and personal goals, and this should be readily evident to the customer. . The benefits of the new product should clearly outweigh the costs and consequences of replacing or switching the existing product. . The pros and cons of the proposed transaction should be discussed completely with the customer. . Proper disclosure of the replacement or switch must be made to the customer and ALL Company and state requirements must be strictly adhered to with regard to Rewritten Business. WHEN DO THE REWRITTEN BUSINESS RULES APPLY? ------------------------------------------- When a client gives up ALL OR PART OF THE BENEFIT PROVIDED BY AN EXISTING -------------------------------------------------- PRODUCT all or part of the benefit provided by an Existing Product (either by ceasing to pay required premiums or deposits on the product ------- or by appropriating the product's cash value) to fund the purchase of a New Product or the rollover into an Existing Product, these Rewritten Business rules will apply. These rules govern the commissions paid on the sale of the second product. These rules apply in the following circumstances as defined by key terms and definitions presented in the following section of this document: . When an Existing Product is rewritten by New Product; or . When funds from an Existing Product are used to fund a deposit into another Existing Product; or . When an Existing Product is rewritten by a non-enterprise New Product sponsored by, or sold through the enterprise (e.g., products available through the MetLife General Agency.) For PROTECTION PRODUCTSProtection Products, and INVESTMENT PRODUCTSInvestment Products, any transaction identified as occurring within the respective Rewritten Business Window (see definition in next section of this document), may trigger the application of these Rewritten Business Rules. Enterprise Selling Agreement GAD Version - September 2003 Page 41 of 59 KEY TERMS & DEFINITIONS AS APPLIED TO REWRITTEN BUSINESS RULES -------------------------------------------------------------- EXISTING PRODUCT Existing Product or PRODUCT BEING REWRITTEN Product Being Rewritten is any "existing" enterprise protection or investment product used to fund the purchase of a new enterprise protection or investment product or to fund a deposit into an Existing Enterprise protection or investment Product. NEW PRODUCT New Product is any protection or investment product, policy or contract, which rewrites, in whole or part, an Existing Product. NEW PREMIUM New Premium or NEW DEPOSIT New Deposit is the amount of first-year premium or the initial deposit paid on a New Product. With respect to flexible premium life products, any amount paid in excess of the (base commissionable) premium amount - sometimes referred to as "excess premium" - is excluded. OLD PREMIUM LEVEL Old Premium Level is an amount equal to the first-year premium on an Existing Product. With respect to flexible premium life products, "Old Premium Level" does not include any amount previously paid in excess of the (base commissionable) premium amount - sometimes referred to as "excess premium." OLD MONEY Old Money is the net cash value released (excluding dividend accumulations) from an Existing Product, either as cash build up, accumulation, or policy values, and subsequently appropriated or used to pay any part of a New Premium or Deposit. Appropriation or use of Old Money to pay any part of a New Premium or Deposit may be implied if the use or appropriation occurs within the Rewritten Business Window and the criteria for deeming the money to have been used for that purpose have been met. This will apply whether that cash value is explicitly rolled into the new policy or not. In addition, a full or partial surrender of PUAR/VABR values (or of a paid-up or non-forfeiture policy) on the same life is considered rollover money if it falls within the RWB window, even if the old policy is not otherwise changed or "rewritten." NEW MONEY New Money is any amount used to pay premium or deposits on a New or Existing Product that is not Old Money. In essence, New Money is any money paid by the client that has not come from an existing enterprise product within the Rewritten Business Window as defined in this document. REWRITTEN BUSINESS WINDOW Rewritten Business Window is the time frame in which transactions on an Existing Product will trigger the application of these Rewritten Business rules with regard to the issue of a New Product or deposit into an Existing Product. If within this time frame, an Existing Product lapses, is fully or partially surrendered for the cash value, or the annualized premium is reduced by a policy change, these Rewritten Business rules will apply to the commissions on the New Product. 1) For Protection Products, the Rewritten Business Window is 6 months prior to and 12 months after the Date of Part A of a New Product. 2) For Investment Products, the Rewritten Business Window is 3 months prior to and 3 months after the issue date of a New Product or a deposit into an Existing contract. Enterprise Selling Agreement GAD Version - September 2003 Page 42 of 59 RULES FOR MONEY COMING INTO A NEW LIFE POLICY Permanent to Permanent / Term to Term / Permanent to Term Life Full First-Year Commissions will be paid on the part of the New premium in the New Product that exceeds the premium level of the Old Product.

Fairness. Provide fair compensation for internal, Enterprise-wide replacement transactions that are done with the best interest and needs of the client in mind and in accordance with industry practices and regulatory requirements. These rules were designed to provide for all known situations that an agent might encounter with suitability and fairness for the client in mind. At the time of the writing of this document, they are believed to cover all situations, BUT it is recognized that our business is not static and a situation may arise where these Rewritten Business Rules will not clearly address the issue. These new rules apply to payment of First Year Compensation. In general, Asset Trail, TLP and renewal commissions will not be affected. SUITABILITY, FIRST & FOREMOST ----------------------------- The rules for Rewritten Business are in place to support suitable transactions that are in the best interest of the customer. Simply stated, all Rewritten ------------- Business must be suitable for the customer. A product replacement or switch can ------------------------------------------- only be recommended if it is in the customer's best interest. In general, when you and your customer are considering rewriting a product to better serve the customer's financial goals, the following guidelines should be followed. For a detailed review of MetLife's suitability guidelines, please refer to the Suitability Tutorial and Replacement Tutorial in the Ethics & Compliance section of the LearnNow website, or the Suitability document posted in the Reference Works section of the Ask Me/Tell Me/Read Me database. . - The recommendation should be supported by a thorough fact-find and needs analysis. . - The new product should clearly meet the customer's financial and personal goals, and this should be readily evident to the customer. . - The benefits of the new product should clearly outweigh the costs and consequences of replacing or switching the existing product. . Enterprise Selling Agreement MetLife Version - September 2003 - The pros and cons of the proposed transaction should be discussed completely with the customer. . - Proper disclosure of the replacement or switch must be made to the customer and ALL Company and state requirements must be strictly adhered to with regard to Rewritten Business. WHEN DO THE REWRITTEN BUSINESS RULES APPLY? ------------------------------------------- When a client gives up ALL OR PART OF THE BENEFIT PROVIDED BY AN EXISTING -------------------------------------------------- PRODUCT (either by ceasing to pay required premiums or deposits on the product ------- or by appropriating the product's cash value) to fund the purchase of a New Product or the rollover into an Existing Product, these Rewritten Business rules will apply. These rules govern the commissions paid on the sale of the second product. These rules apply in the following circumstances as defined by key terms and definitions presented in the following section of this document: . - When an Existing Product is rewritten by New Product; or . - When funds from an Existing Product are used to fund a deposit into another Existing Product; or - When an Existing Product is rewritten by a non-enterprise New Product sponsored by, or sold through the enterprise (e.g., products available through the MetLife General Agency.) For PROTECTION PRODUCTS, and INVESTMENT PRODUCTS, any transaction identified as occurring within the respective Rewritten Business Window (see definition in next section of this document), may trigger the application of these Rewritten Business Rules. Enterprise Selling Agreement MetLife Version - September 2003 KEY TERMS & DEFINITIONS AS APPLIED TO REWRITTEN BUSINESS RULES -------------------------------------------------------------- EXISTING PRODUCT or PRODUCT BEING REWRITTEN is any "existing" enterprise protection or investment product used to fund the purchase of a new enterprise protection or investment product or to fund a deposit into an Existing Enterprise protection or investment Product. NEW PRODUCT is any protection or investment product, policy or contract, which rewrites, in whole or part, an Existing Product. NEW PREMIUM or NEW DEPOSIT is the amount of first-year premium or the initial deposit paid on a New Product. With respect to flexible premium life products, any amount paid in excess of the (base commissionable) premium amount - sometimes referred to as "excess premium" - is excluded. OLD PREMIUM LEVEL is an amount equal to the first-year premium on an Existing Product. With respect to flexible premium life products, "Old Premium Level" does not include any amount previously paid in excess of the (base commissionable) premium amount - sometimes referred to as "excess premium." OLD MONEY is the net cash value released (excluding dividend accumulations) from an Existing Product, either as cash build up, accumulation, or policy values, and subsequently appropriated or used to pay any part of a New Premium or Deposit. Appropriation or use of Old Money to pay any part of a New Premium or Deposit may be implied if the use or appropriation occurs within the Rewritten Business Window and the criteria for deeming the money to have been used for that purpose have been met. This will apply whether that cash value is explicitly rolled into the new policy or not. In addition, a full or partial surrender of PUAR/VABR values (or of a paid-up or non-forfeiture policy) on the same life is considered rollover money if it falls within the RWB window, even if the old policy is not otherwise changed or "rewritten." NEW MONEY is any amount used to pay premium or deposits on a New or Existing Product that is not Old Money. In essence, New Money is any money paid by the client that has not come from an existing enterprise product within the Rewritten Business Window as defined in this document. REWRITTEN BUSINESS WINDOW is the time frame in which transactions on an Existing Product will trigger the application of these Rewritten Business rules with regard to the issue of a New Product or deposit into an Existing Product. If within this time frame, an Existing Product lapses, is fully or partially surrendered for the cash value, or the annualized premium is reduced by a policy change, these Rewritten Business rules will apply to the commissions on the New Product.

Fairness. Provide fair compensation for internal, Enterprise-wide replacement transactions that are done with the best interest and needs of the client in mind and in accordance with industry practices and regulatory requirements. These rules were designed to provide for all known situations that an agent might encounter with suitability and fairness for the client in mind. At the time of the writing of this document, they are believed to cover all situations, BUT it is recognized that our business is not static and a situation may arise where these Rewritten Business Rules will not clearly address the issue. These new rules apply to payment of First Year Compensation. In general, Asset Trail, TLP and renewal commissions will not be affected. SUITABILITY, FIRST & FOREMOST ----------------------------- The rules for Rewritten Business are in place to support suitable transactions that are in the best interest of the customer. Simply stated, all Rewritten ------------- Business must be suitable for the customer. A product replacement or switch can ------------------------------------------- only be recommended if it is in the customer's best interest. In general, when you and your customer are considering rewriting a product to better serve the customer's financial goals, the following guidelines should be followed. For a detailed review of MetLife's suitability guidelines, please refer to the Suitability Tutorial and Replacement Tutorial in the Ethics & Compliance section of the LearnNow website, or the Suitability document posted in the Reference Works section of the Ask Me/Tell Me/Read Me database. . - The recommendation should be supported by a thorough fact-find and needs analysis. . - The new product should clearly meet the customer's financial and personal goals, and this should be readily evident to the customer. . - The benefits of the new product should clearly outweigh the costs and consequences of replacing or switching the existing product. . - The pros and cons of the proposed transaction should be discussed completely with the customer. . - Proper disclosure of the replacement or switch must be made to the customer and ALL Company and state requirements must be strictly adhered to with regard to Rewritten Business. WHEN DO THE REWRITTEN BUSINESS RULES APPLY? ------------------------------------------- When a client gives up ALL OR PART OF THE BENEFIT PROVIDED BY AN EXISTING -------------------------------------------------- PRODUCT (either by ceasing to pay required premiums or deposits on the product ------- or by appropriating the product's cash value) to fund the purchase of a New Product or the rollover into an Existing Product, these Rewritten Business rules will apply. These rules govern the commissions paid on the sale of the second product. These rules apply in the following circumstances as defined by key terms and definitions presented in the following section of this document: . - When an Existing Product is rewritten by New Product; or . - When funds from an Existing Product are used to fund a deposit into another Existing Product; or - When an Existing Product is rewritten by a non-enterprise New Product sponsored by, or sold through the enterprise (e.g., products available through the MetLife General Agency.) For PROTECTION PRODUCTS, and INVESTMENT PRODUCTS, any transaction identified as occurring within the respective Rewritten Business Window (see definition in next section of this document), may trigger the application of these Rewritten Business Rules. KEY TERMS & DEFINITIONS AS APPLIED TO REWRITTEN BUSINESS RULES -------------------------------------------------------------- EXISTING PRODUCT or PRODUCT BEING REWRITTEN is any "existing" enterprise protection or investment product used to fund the purchase of a new enterprise protection or investment product or to fund a deposit into an Existing Enterprise protection or investment Product. NEW PRODUCT is any protection or investment product, policy or contract, which rewrites, in whole or part, an Existing Product. NEW PREMIUM or NEW DEPOSIT is the amount of first-year premium or the initial deposit paid on a New Product. With respect to flexible premium life products, any amount paid in excess of the (base commissionable) premium amount - sometimes referred to as "excess premium" - is excluded. OLD PREMIUM LEVEL is an amount equal to the first-year premium on an Existing Product. With respect to flexible premium life products, "Old Premium Level" does not include any amount previously paid in excess of the (base commissionable) premium amount - sometimes referred to as "excess premium." OLD MONEY is the net cash value released (excluding dividend accumulations) from an Existing Product, either as cash build up, accumulation, or policy values, and subsequently appropriated or used to pay any part of a New Premium or Deposit. Appropriation or use of Old Money to pay any part of a New Premium or Deposit may be implied if the use or appropriation occurs within the Rewritten Business Window and the criteria for deeming the money to have been used for that purpose have been met. This will apply whether that cash value is explicitly rolled into the new policy or not. In addition, a full or partial surrender of PUAR/VABR values (or of a paid-up or non-forfeiture policy) on the same life is considered rollover money if it falls within the RWB window, even if the old policy is not otherwise changed or "rewritten." NEW MONEY is any amount used to pay premium or deposits on a New or Existing Product that is not Old Money. In essence, New Money is any money paid by the client that has not come from an existing enterprise product within the Rewritten Business Window as defined in this document. REWRITTEN BUSINESS WINDOW is the time frame in which transactions on an Existing Product will trigger the application of these Rewritten Business rules with regard to the issue of a New Product or deposit into an Existing Product. If within this time frame, an Existing Product lapses, is fully or partially surrendered for the cash value, or the annualized premium is reduced by a policy change, these Rewritten Business rules will apply to the commissions on the New Product.