METROPOLITAN LIFE SEPARATE ACCOUNT UL, 485BPOS, 1997-04-30

METROPOLITAN LIFE SEPARATE ACCOUNT UL
485BPOS, 1997-04-30

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<PAGE>

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 30, 1997

REGISTRATION NO. 33-57320
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

-------------------

POST-EFFECTIVE AMENDMENT NO. 6
To
FORM S-6

REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
--------------

METROPOLITAN LIFE SEPARATE ACCOUNT UL
(Exact name of trust)

METROPOLITAN LIFE INSURANCE COMPANY
(Name of depositor)

1 MADISON AVENUE, NEW YORK, NEW YORK 10010
(COMPLETE ADDRESS OF DEPOSITOR'S PRINCIPAL EXECUTIVE OFFICES)

------------------------

GARY A. BELLER, ESQ.
EXECUTIVE VICE-PRESIDENT AND GENERAL COUNSEL
METROPOLITAN LIFE INSURANCE COMPANY
1 MADISON AVENUE
NEW YORK, NEW YORK 10010

(NAME AND COMPLETE ADDRESS OF AGENT FOR SERVICE)

------------------------

COPIES TO:

GARY O. COHEN, ESQ.
AND
THOMAS C. LAUERMAN, ESQ.
FREEDMAN, LEVY, KROLL & SIMONDS
1050 CONNECTICUT AVENUE, N.W.
WASHINGTON, D.C. 20036

-------------------

It is proposed that the filing will become effective (check appropriate box)

/ / immediately upon filing pursuant to paragraph (b) of Rule 485

/X/ on May 1, 1997, pursuant to paragraph (b) of Rule 485

/ / 60 days after filing pursuant to paragraph (a) of Rule 485

/ / on (date) pursuant to paragraph (a) of Rule 485

-------------------

This filing is made pursuant to Rule 6c-3 and 6e-3(T) under the Investment
Company Act of 1940 to register interests in Metropolitan Life Separate Account
UL which funds certain variable universal life insurance policies.

Pursuant to Rule 24f-2 under the Investment Company Act of 1940, the
Registrant has registered an indefinite amount of securities pursuant to a
declaration set out in the Form S-6 Registration Statement contained in File No.
33-32813. THE REGISTRANT'S RULE 24F-2 NOTICE WAS FILED WITH THE COMMISSION ON
FEBRUARY 27, 1997.

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
METROPOLITAN LIFE SEPARATE ACCOUNT UL
METROPOLITAN LIFE INSURANCE COMPANY
CROSS-REFERENCE TABLE

<TABLE>
<CAPTION>
ITEMS OF
FORM N-8B-2 CAPTIONS IN PROSPECTUS
---------------- -----------------------------------------------------------------------------------------
<S> <C>
1................................... Cover Page
2................................... SUMMARY--Who is the Issuer of the Policies?
3................................... Inapplicable
4................................... SALES AND ADMINISTRATION OF THE POLICIES; SUMMARY--Who is the Issuer of the Policies?
5,6,7............................... SEPARATE ACCOUNT AND METROPOLITAN SERIES FUND--The Separate Account; STATE REGULATION
8................................... FINANCIAL STATEMENTS
9................................... Inapplicable
10................................... OTHER POLICY PROVISIONS--Owner; Beneficiary; Collateral Assignment
10(c), 10(d)......................... DEFINITIONS--Valuation Date; SUMMARY--May the Policy be Surrendered or the Cash Value
Partially Withdrawn; Is There a "Free Look" Period?; POLICY BENEFITS--Benefit at Final
Date; POLICY RIGHTS--Surrender and Withdrawal Privileges; Exchange Privilege; PAYMENT
AND ALLOCATION OF PREMIUMS--Allocation of Premiums and Cash Value, Cash Value
Transfers; THE FIXED ACCOUNT--Transfers, Withdrawals, Surrenders, and Policy Loans;
OTHER POLICY PROVISIONS--Payment and Deferment
10(e)................................ PAYMENT AND ALLOCATION OF PREMIUMS--Policy Termination and Reinstatement
10(f)................................ VOTING RIGHTS
10(g)(1)-(3), 10(h)(1)-(3)........... RIGHTS RESERVED BY METROPOLITAN LIFE
10(g)(4), 10(h)(4)................... Inapplicable
10(i)................................ POLICY BENEFITS--Death Benefits; Death Benefit Options; Cash Value; Optional Income
Plans; Optional Insurance Benefits; PAYMENT AND ALLOCATION OF PREMIUMS--Issuance of a
Policy; Premiums; Allocation of Premiums and Cash Value; Policy Termination and
Reinstatement
11................................... SUMMARY--What are Separate Account UL, the Fixed Account and the Metropolitan Series
Fund? SEPARATE ACCOUNT AND METROPOLITAN SERIES FUND--Metropolitan Series Fund
12(a)................................ Cover Page
12(b), 12(e)......................... Inapplicable
12(c), 12(d)......................... SEPARATE ACCOUNT AND METROPOLITAN SERIES FUND-- Metropolitan Series Fund
13(a), 13(b), 13(c), 13(d)........... SUMMARY--What are Separate Account UL, the Fixed Account and Metropolitan Series Fund?;
What Charges are Assessed in Connection with the Policy? CHARGES AND DEDUCTIONS;
SEPARATE ACCOUNT AND METROPOLITAN SERIES FUND--The Separate Account; POLICY
BENEFITS--Death Benefit Increases
13(e)................................ SALES AND ADMINISTRATION OF THE POLICIES
13(f), 13(g)......................... Inapplicable
14................................... PAYMENT AND ALLOCATION OF PREMIUMS--Issuance of a Policy; SALES AND ADMINISTRATION OF THE
POLICIES
</TABLE>

I-1
<PAGE>
<TABLE>
<CAPTION>
ITEMS OF
FORM N-8B-2 CAPTIONS IN PROSPECTUS
---------------- -----------------------------------------------------------------------------------------
<S> <C>
15................................... PAYMENT AND ALLOCATION OF PREMIUMS
16................................... SEPARATE ACCOUNT AND METROPOLITAN SERIES FUND-- Metropolitan Series Fund
17(a), 17(b)......................... Captions referenced under Items 10(c), 10(d), 10(e) and 10(i) above
17(c)................................ Inapplicable
18(a), 18(c)......................... SEPARATE ACCOUNT AND METROPOLITAN SERIES FUND
18(b), 18(d)......................... Inapplicable
19................................... SALES AND ADMINISTRATION OF THE POLICIES; VOTING RIGHTS; REPORTS
20(a), 20(b)......................... RIGHTS RESERVED BY METROPOLITAN LIFE; SEPARATE ACCOUNT AND METROPOLITAN SERIES FUND--The
Separate Account
20(a), 20(b)20(c), 20(d), 20(e),
20(f)................................ Inapplicable
21(a), 21(b)......................... POLICY RIGHTS--Loan Privileges; OTHER POLICY PROVISIONS-- Payment and Deferment
21(c), 22............................ Inapplicable
23................................... SALES AND ADMINISTRATION OF THE POLICIES
24................................... OTHER POLICY PROVISIONS
25................................... SUMMARY--Who is the Issuer of the Policies?
26................................... CHARGES AND DEDUCTIONS--Other Charges
27................................... SUMMARY--Who is the Issuer of the Policies?
28................................... MANAGEMENT
29................................... Inapplicable
30, 31, 32, 33, 34................... Inapplicable
35................................... STATE REGULATION
36, 37............................... Inapplicable
38................................... SALES AND ADMINISTRATION OF THE POLICIES; DISTRIBUTION OF THE POLICIES
39................................... SUMMARY--Who is the Issuer of the Policies?; SALES AND ADMINISTRATION OF THE POLICIES;
DISTRIBUTION OF THE POLICIES
40(a)................................ Inapplicable
40(b)................................ SEPARATE ACCOUNT AND METROPOLITAN SERIES FUND-- Metropolitan Series Fund; CHARGES AND
DEDUCTIONS--Other Charges
41(a)................................ SUMMARY--Who is the Issuer of the Policies?; SALES AND ADMINISTRATION OF THE POLICIES
41(b), 41(c), 42, 43................. Inapplicable
44(a)................................ SEPARATE ACCOUNT AND METROPOLITAN SERIES FUND-- Metropolitan Series Fund; POLICY
BENEFITS--Cash Value
44(b)................................ Inapplicable
44(c)................................ CHARGES AND DEDUCTIONS--Monthly Deduction From Cash Value
45................................... Inapplicable
46................................... Captions referenced under Item 44 above
47................................... Captions referenced under Items 10(c) and 16 above
48, 49............................... Inapplicable
50................................... SEPARATE ACCOUNT AND METROPOLITAN SERIES FUND--The Separate Account
</TABLE>

I-2
<PAGE>
<TABLE>
<CAPTION>
ITEMS OF
FORM N-8B-2 CAPTIONS IN PROSPECTUS
---------------- -----------------------------------------------------------------------------------------
<S> <C>
51(a), 51(b)......................... SUMMARY--Who is the Issuer of the Policies?; Cover Page; POLICY BENEFITS--Optional
Insurance Benefits; POLICY RIGHTS--Exchange Privileges
51(c), 51(d), 51(e).................. Captions referenced under Item 10(i) above
51(f)................................ PAYMENT AND ALLOCATION OF PREMIUMS--Policy Termination and Reinstatement
51(g)................................ Captions referenced under Items 10(i) and 13 above
51(h), 51(j)......................... Inapplicable
51(i)................................ DISTRIBUTION OF THE POLICIES
52(a), 52(c)......................... RIGHTS RESERVED BY METROPOLITAN LIFE
52(b), 52(d)......................... Inapplicable
53(a)................................ FEDERAL TAX MATTERS
53(b), 54 through 58................. Inapplicable
59................................... FINANCIAL STATEMENTS
</TABLE>

I-3
<PAGE>

FLEXIBLE PREMIUM VARIABLE LIFE

PROSPECTUSES FOR

- FLEXIBLE PREMIUM VARIABLE LIFE
INSURANCE POLICIES

ISSUED BY

METROPOLITAN LIFE INSURANCE COMPANY

- METROPOLITAN SERIES FUND, INC.
<PAGE>

MAY 1, 1997

PROSPECTUS
FOR
FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICIES
(Minimum Initial Specified Face Amount $100,000)
Issued by
METROPOLITAN LIFE INSURANCE COMPANY

The individual flexible premium variable life insurance policies
("Policies") offered by this Prospectus are issued by Metropolitan Life
Insurance Company ("Metropolitan Life") and are designed to provide lifetime
insurance coverage on the insureds named in the Policies, as well as maximum
flexibility in connection with premium payments and death benefits. This
flexibility allows an owner of a Policy to provide for changing insurance needs
within the confines of a single insurance policy.

The Policies are sold to employers, employer sponsored plans, or other
organizations or individuals associated with such employers or other
organizations and involve employer or organization ownership or sponsorship. The
Policies may be used for financing non-qualified deferred compensation plans,
other post-employment benefits, certain employer sponsored payroll deduction
programs or for other purposes.

Each Policy provides for a death benefit payable at the insured's death as
long as the Policy is still in effect. The Policy owner may choose either Death
Benefit Option A (the death benefit is fixed in amount), Death Benefit Option B
(the death benefit includes the Policy's cash value in addition to a fixed
insurance amount) or Death Benefit Option C (the death benefit includes the
amount of Policy premiums paid that exceeds withdrawals made, in addition to a
fixed insurance amount). If greater than the death benefit otherwise payable
under Option A, B or C, a minimum death benefit equivalent to a percentage of
the cash value will be paid.

The premiums paid, less premium expense charges, will be allocated at the
owner's discretion among one or more investment divisions of Metropolitan Life
Separate Account UL ("Separate Account") and/or a fixed interest account ("Fixed
Account") within the General Account of Metropolitan Life. The assets in each
investment division are invested in shares of a corresponding portfolio of the
Metropolitan Series Fund, Inc. ("Fund"). The accompanying prospectus for the
Fund describes the investment objectives and certain attendant risks of the
eleven currently available portfolios of the Fund: State Street Research Growth
Portfolio, State Street Research Income Portfolio, MetLife Money Market
Portfolio, State Street Research Diversified Portfolio, GFM International Stock
Portfolio, State Street Research Aggressive Growth Portfolio, MetLife Stock
Index Portfolio, Loomis Sayles High Yield Bond Portfolio, T. Rowe Price Small
Cap Growth Portfolio, Janus Mid Cap Portfolio, and Scudder Global Equity
Portfolio.

The Policy's cash value will vary with the investment experience of the
Separate Account investment divisions to which amounts are allocated and the
fixed rates of interest earned by allocations to the General Account. The cash
value will also be adjusted for other factors, including the amount of charges
imposed and the premium payments made.

The Policy owner may withdraw or borrow a portion of the Policy's cash
surrender value, or the Policy may be fully surrendered, at any time, subject to
certain limitations.

The Policy owner has the flexibility to vary the frequency and amount of
premium payments, subject to certain restrictions and conditions.

Metropolitan Life is the investment manager of the Fund and the distributor
of its shares. Metropolitan Life also distributes and administers the Policies.
State Street Research & Management Company ("State Street Research") is the
sub-investment manager with respect to the State Street Research Growth, State
Street Research Income, State Street Research Diversified and State Street
Research Aggressive Growth Portfolios of the Fund. State Street Research is a
wholly-owned subsidiary of Metropolitan Life. GFM International Investors
Limited ("GFM") is the sub-investment manager with respect to the GFM
International Stock Portfolio of the Fund. GFM is a subsidiary of Metropolitan
Life. Loomis, Sayles & Company, L.P. ("Loomis Sayles") is the sub-investment
manager with respect to the Loomis Sayles High Yield Bond Portfolio. The general
partner of Loomis Sayles is indirectly owned by Metropolitan Life. Janus Capital
Corporation ("Janus") is the sub-investment manager for the Janus Mid Cap
Portfolio. T. Rowe Price Associates, Inc. ("T. Rowe Price") is the
sub-investment manager for the T. Rowe Price Small Cap Growth Portfolio.
Scudder, Stevens & Clark, Inc. ("Scudder") is the sub-investment manager for the
Scudder Global Equity Portfolio.

As in the case of other life insurance policies, it may not be advantageous
to purchase flexible premium variable life insurance as a replacement for an
existing life insurance policy or in addition to an existing flexible premium
variable life insurance policy.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED
BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION NOR HAS THE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

THIS PROSPECTUS IS NOT VALID UNLESS ATTACHED TO THE CURRENT PROSPECTUS FOR THE
METROPOLITAN SERIES FUND, INC., WHICH CONTAINS ADDITIONAL INFORMATION ABOUT THE
FUND.

THIS PROSPECTUS SHOULD BE READ AND RETAINED FOR FUTURE REFERENCE.

1 Madison Avenue, New York, New York 10010 Telephone (908) 602-6400
<PAGE>
TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
DEFINITIONS............................................. 3
SUMMARY................................................. 5
Who is the Issuer of the Policies?.................... 5
What are Separate Account UL, the Fixed Account and
the Metropolitan Series Fund?....................... 5
What Death Benefits are Available under the Policy?... 6
What is the Policy's Cash Value?...................... 7
What Flexibility Does a Policy Owner have to Adjust
the Amount of the Death Benefit?.................... 7
What Flexibility Does a Policy Owner have in
Connection with Premium Payments?................... 7
How Long Will the Policy Remain in Force?............. 7
How are Net Premiums Allocated?....................... 7
May the Policy be Surrendered or the Cash Value
Partially Withdrawn?................................ 8
Is There a "Free Look" Period?........................ 8
What is the Loan Privilege?........................... 8
What Charges are Assessed in Connection with the
Policy?............................................. 8
What is the Tax Treatment of Cash Value?.............. 9
Is the Beneficiary Subject to Federal Income Tax on
the Death Benefit?.................................. 10
Is the Death Benefit or the Cash Value Subject to
Federal Estate Tax?................................. 10
When are Premium Payments, Policy Owner Requests and
Other Communications Deemed to be Received?......... 10
SEPARATE ACCOUNT AND METROPOLITAN SERIES FUND........... 10
The Separate Account.................................. 10
Metropolitan Series Fund.............................. 11
POLICY BENEFITS......................................... 12
Death Benefits........................................ 12
Death Benefit Options................................. 12
Cash Value............................................ 17
Benefit at Final Date................................. 18
Optional Income Plans................................. 18
Optional Insurance Benefits........................... 19
PAYMENT AND ALLOCATION OF PREMIUMS...................... 19
Issuance of a Policy.................................. 19
Premiums.............................................. 19

<CAPTION>
PAGE
-----
<S> <C>
Allocation of Premiums and Cash Value................. 20
Policy Termination and Reinstatement.................. 21
CHARGES AND DEDUCTIONS.................................. 22
Premium Expense Charges............................... 22
Transfer Charge....................................... 22
Monthly Deduction From Cash Value..................... 23
Variations in Charges................................. 24
Charges Against the Separate Account.................. 25
Guarantee of Certain Charges.......................... 25
Other Charges......................................... 25
ILLUSTRATIONS OF DEATH BENEFITS AND CASH VALUES AND
ACCUMULATED PREMIUMS.................................. 25
POLICY RIGHTS........................................... 39
Loan Privileges....................................... 39
Surrender and Withdrawal Privileges................... 40
Exchange Privilege.................................... 41
THE FIXED ACCOUNT....................................... 41
General Description................................... 41
Fixed Account Benefits................................ 42
Fixed Account Cash Value.............................. 42
Transfers, Withdrawals, Surrenders and Policy Loans... 42
RIGHTS RESERVED BY METROPOLITAN LIFE.................... 42
OTHER POLICY PROVISIONS................................. 43
SALES AND ADMINISTRATION OF THE POLICIES................ 44
DISTRIBUTION OF THE POLICIES............................ 44
FEDERAL TAX MATTERS..................................... 44
Taxation of the Policy................................ 44
Taxation of Metropolitan Life......................... 46
MANAGEMENT.............................................. 47
VOTING RIGHTS........................................... 50
Right to Instruct Voting of Fund Shares............... 50
Disregard of Voting Instructions...................... 50
REPORTS................................................. 50
STATE REGULATION........................................ 51
REGISTRATION STATEMENT.................................. 51
LEGAL MATTERS........................................... 51
EXPERTS................................................. 51
FINANCIAL STATEMENTS.................................... 53
APPENDIX TO PROSPECTUS.................................. 92
</TABLE>

THE POLICY IS NOT AVAILABLE IN ALL STATES. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFERING IN ANY JURISDICTION IN WHICH SUCH OFFERING MAY NOT
LAWFULLY BE MADE. METROPOLITAN LIFE DOES NOT AUTHORIZE ANY INFORMATION OR
REPRESENTATIONS REGARDING THE OFFERING DESCRIBED IN THIS PROSPECTUS OTHER THAN
AS CONTAINED IN THIS PROSPECTUS OR ANY ATTACHED PROSPECTUS OR ANY SUPPLEMENT
THERETO OR IN ANY SUPPLEMENTAL SALES MATERIAL AUTHORIZED BY METROPOLITAN LIFE.

2
<PAGE>
DEFINITIONS

AGE--The age in full years of the insured at issue of the Policy, plus the
number of full Policy years completed since issue. A full Policy year is
completed upon the commencement of the next succeeding Policy year.

BENEFICIARY--The beneficiary is the entity or entities and/or person or
persons designated by the owner of the Policy to receive the insurance proceeds
upon the death of the insured.

CASH SURRENDER VALUE--The cash value less any indebtedness.

CASH VALUE--The sum of the Policy cash values in the Fixed Account, the
investment divisions of the Separate Account and the Policy Loan Account.

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

DELIVERY RECEIPT--The document signed by the Policy owner and sent to
Metropolitan Life at its Designated Office which acknowledges receipt by the
Policy owner of the Policy.

DESIGNATED OFFICE--The home office of Metropolitan Life at 1 Madison Avenue,
New York, New York 10010, to which all Policy owner communications are to be
sent. Metropolitan Life may, by written notice, name other locations within the
United States to serve as designated offices, in place of or in addition to the
home office.

FINAL DATE--The Policy anniversary on which the insured is age 95. In states
where permitted, the Policy owner may elect to continue the Policy after the
Final Date.

FIXED ACCOUNT--An account which is part of the General Account and to which
Metropolitan Life will allocate net premiums as directed by the owner of a
Policy and credit certain fixed rates of interest.

GENERAL ACCOUNT--The assets of Metropolitan Life other than those allocated
to the Separate Account or any other legally segregated separate account.

GROUP--An employer, employer sponsored plan or other organization.

GUIDELINE ANNUAL PREMIUM--The level annual amount of premium that would be
payable through the Final Date of a Policy for the specified face amount of the
Policy if premiums were fixed by Metropolitan Life as to both timing and amount
and were based on 1980 Commissioners Standard Ordinary Mortality Tables, net
investment earnings at an annual effective rate of 5%, and fees and charges as
set forth in the Policy and any Policy riders.

INDEBTEDNESS--The total of any unpaid Policy loan and loan interest.

INSURED--The person upon whose life the Policy is issued.

INVESTMENT START DATE--The date the first premium is applied to the Fixed
Account and/or the Separate Account. It is the later of (1) the Date of Policy
and (2) the date the first premium for a Policy is received at the Designated
Office.

INVESTMENT DIVISION--A subdivision of the Separate Account. The assets in
each investment division are invested exclusively in the shares of a specified
portfolio.

LARGE GROUP--A group that has a large number of individuals associated with
it as determined by Metropolitan Life pursuant to administrative standards that
Metropolitan Life will apply uniformly. However, Metropolitan Life reserves the
right to change the standards for Policies issued subsequent to the change.

LOAN VALUE--The maximum amount that may be borrowed under the Policy. The
loan value equals the Policy's cash surrender value less two monthly deductions,
or, if greater, 75% (90% in Virginia and Maryland) of the cash surrender value
(or, in Texas, the Policy's cash surrender value less two monthly deductions or
100% of the cash surrender value in the Fixed Account and 75% of the cash
surrender value in the Separate Account, if greater).

MINIMUM INITIAL SPECIFIED FACE AMOUNT--The minimum specified face amount of
insurance for which a Policy may be issued. Currently, the amount is $100,000.

MONTHLY ANNIVERSARY--The same date in each month as the Date of Policy. For
purposes of the Separate Account, whenever the monthly anniversary date falls on
a date other than a Valuation Date, the next Valuation Date will be deemed to be
the monthly anniversary.

3
<PAGE>
MONTHLY DEDUCTION--Charges deducted monthly from the cash value of a Policy
and which include the monthly cost of term insurance, the monthly cost of any
benefits provided by riders (excluding the interim term insurance benefit
rider), and the monthly mortality and expense risk charge and any underwriting
expense charge.

PLANNED PERIODIC PREMIUM--The Policy owner's self-determined level-amount
premium planned to be paid at fixed intervals over a specified period of time.
The Policy owner is not required to follow this schedule after the first premium
payment.

POLICY--The flexible premium variable life insurance policy offered by
Metropolitan Life and described in this Prospectus.

POLICY LOAN ACCOUNT--An account within the General Account to which cash
value from the Separate Account and/or the Fixed Account in an amount equal to a
Policy loan requested by a Policy owner is transferred.

POLICY MONTH--The month beginning on a monthly anniversary.

POLICY OWNER ("OWNER")--An employer, employer sponsored plan or other
organization or an individual associated with such employer or organization, so
designated in the application or as subsequently changed. The Policy owner may
designate another person or entity to exercise rights under the Policy with the
approval of Metropolitan Life.

PORTFOLIO--A portfolio represents a different class (or series) of stock of
Metropolitan Series Fund, Inc., a mutual fund in which the Separate Account
assets are invested.

SEPARATE ACCOUNT--Metropolitan Life Separate Account UL, a separate
investment account of Metropolitan Life through which premiums paid under the
Policy are invested to the extent allocated to the Separate Account by the
Policy owner.

SPECIFIED FACE AMOUNT--Amount of insurance specified on the face of the
Policy.

TARGET PREMIUM--Currently, for Policies issued prior to May 1, 1996 or
issued to or in connection with large groups, fifty percent of the estimated
annual amount which satisfies the 7-Pay test based on the initial specified face
amount of insurance, as established as of the Date of Policy. For Policies
issued on or after May 1, 1996, in connection with other than large groups, 100%
of the estimated annual amount that satisfies the 7-Pay test based on the issue
age of the insured and the specified face amount of insurance and standard
underwriting class, as established as of the Date of Policy. For such Policies
issued in connection with other than large groups, the target premium amount is
increased and decreased proportionately for increases and decreases in the
specified face amount.

VALUATION DATE--Each day on which the New York Stock Exchange is open for
trading or, on days other than when the New York Stock Exchange is open, on
which it is determined that there is a sufficient degree of trading in the
Fund's portfolio securities that the current net asset value of its redeemable
securities might be materially affected. Valuations for any date other than a
Valuation Date will be determined as of the next Valuation Date.

VALUATION PERIOD--The period between two successive Valuation Dates,
commencing at 4:00 p.m., New York City time, on each Valuation Date and ending
at 4:00 p.m., New York City time, on the next succeeding Valuation Date.

This Prospectus describes only those aspects of the Policy that relate to
the Separate Account since only interests in the Separate Account are being
offered by this Prospectus. Aspects of the Fixed Account are briefly summarized
in order to give a better understanding of how the Policy functions (see "The
Fixed Account").

4
<PAGE>
SUMMARY

Unless the context indicates otherwise, this summary and the discussion in
the rest of this Prospectus assume that cash surrender values are sufficient to
pay all charges deducted on monthly anniversaries, that no Policy loans have
been made and that no riders are in effect (see "Loan Privileges--Effect of a
Policy Loan," "Payment and Allocation of Premiums--Policy Termination and
Reinstatement" and "Appendix to Prospectus").

WHO IS THE ISSUER OF THE POLICIES?

Metropolitan Life, the issuer of the Policies, is a mutual life insurance
company. It was incorporated under the laws of the State of New York in 1866 and
since 1868 it has been engaged in the life insurance business under the name
Metropolitan Life Insurance Company. Its Home Office is located at 1 Madison
Avenue, New York, New York 10010. It is authorized to transact business in all
states of the United States, the District of Columbia, Puerto Rico and all
Provinces of Canada. Metropolitan Life, serving millions of people, is one of
the largest financial services companies in the world with many of the largest
United States corporations for its clients. On December 31, 1996, Metropolitan
Life had total life insurance in force of approximately $1.6 trillion and total
assets under management of approximately $298 billion.

WHAT ARE SEPARATE ACCOUNT UL, THE FIXED ACCOUNT AND THE METROPOLITAN SERIES
FUND?

The owner of a Policy may allocate the net premiums paid under the Policy to
one or more of the investment divisions of the Separate Account, a separate
investment account of Metropolitan Life (see "The Separate Account" and/or to a
Fixed Account established by Metropolitan Life.) There are currently eleven
investment divisions in the Separate Account. The assets in each division are
invested in a separate class (or series) of stock of the Fund, a "series" type
of mutual fund (see "Metropolitan Series Fund"). Each class of stock represents
a separate portfolio within the Fund. The eleven portfolios of the Fund are the
State Street Research Growth Portfolio, the State Street Research Income
Portfolio, the MetLife Money Market Portfolio, the State Street Research
Diversified Portfolio, the State Street Research Aggressive Growth Portfolio,
the GFM International Stock Portfolio, the MetLife Stock Index Portfolio, the
Loomis Sayles High Yield Bond Portfolio, the T. Rowe Price Small Cap Growth
Portfolio, the Janus Mid Cap Portfolio, and the Scudder Global Equity Portfolio.
Some of the divisions may not be available in all states. Consult a sales
representative registered with Metropolitan Life for more information. Net
premiums allocated to the Fixed Account are held in the General Account of
Metropolitan Life.

5
<PAGE>

Each Portfolio of the Fund has a different investment objective and is
managed by Metropolitan Life. Metropolitan Life receives a fee from the Fund for
providing investment management services to each Portfolio of the Fund. The
following chart shows the fee and other Fund expenses for each Portfolio.

METROPOLITAN SERIES FUND ANNUAL EXPENSES
(AS A PERCENTAGE OF AVERAGE NET ASSETS)

<TABLE>
<CAPTION>
OTHER EXPENSES
AFTER EXPENSE
MANAGEMENT FEES REIMBURSEMENT (A)
----------------- -----------------------
<S> <C> <C>
State Street Research Aggressive Growth Portfolio (d)................................... .71% .04%
State Street Research Diversified Portfolio (d)......................................... .46% .04%
GFM International Stock Portfolio (d)................................................... .75% .22%
State Street Research Growth Portfolio (d).............................................. .51% .04%
State Street Research Income Portfolio (d).............................................. .33% .07%
Janus Mid Cap Portfolio(b).............................................................. .75% .20%
Loomis Sayles High Yield Bond Portfolio(b).............................................. .70% .20%
MetLife Stock Index Portfolio........................................................... .25% .05%
MetLife Money Market Portfolio.......................................................... .25% .18%
T. Rowe Price Small Cap Growth Portfolio(b)............................................. .55% .20%
Scudder Global Equity Portfolio(b)(c)................................................... .62% .20%

TOTAL
-----
<S> <C>
State Street Research Aggressive Growth Portfolio (d)................................... .75%
State Street Research Diversified Portfolio (d)......................................... .50%
GFM International Stock Portfolio (d)................................................... .97%
State Street Research Growth Portfolio (d).............................................. .55%
State Street Research Income Portfolio (d).............................................. .40%
Janus Mid Cap Portfolio(b).............................................................. .95%
Loomis Sayles High Yield Bond Portfolio(b).............................................. .90%
MetLife Stock Index Portfolio........................................................... .30%
MetLife Money Market Portfolio.......................................................... .43%
T. Rowe Price Small Cap Growth Portfolio(b)............................................. .75%
Scudder Global Equity Portfolio(b)(c)................................................... .82%
</TABLE>

- ------------

(a) Prior to May 16, 1993, Metropolitan Life paid all expenses of the then
existing Portfolios of the Fund other than management fees, brokerage
commissions, taxes, interest and any extraordinary or non-recurring
expenses.

(b) The Portfolios commenced operations on March 3, 1997. Management fees and
other expenses for these Portfolios are estimated amounts for the year
ending December 31, 1997. Metropolitan Life has agreed to subsidize all
expenses (other than management fees, brokerage commissions, taxes, interest
and any extraordinary or non-recurring expenses) in excess of .20% of the
net assets for each of the Loomis Sayles High Yield Bond, T. Rowe Price
Small Cap Growth, Janus Mid Cap and Scudder Global Equity Portfolios until a
Portfolio's total net assets are at least $100 million, or March 2, 1999,
whichever is earlier. The marginal fee rate for the T. Rowe Price Small Cap
Growth Portfolio, Janus Mid Cap Portfolio and Scudder Global Equity
Portfolio will decrease when the dollar amount in each such Portfolio
reaches certain threshold amounts.

(c) Metropolitan Life has agreed to waive a portion of its investment management
fee for the Scudder Global Equity Portfolio during the first year of the
Portfolio's operations. The waiver of investment management fees during the
first six months of the Portfolio's operations will be equal to .35% of the
average daily value of the aggregate net assets of the Portfolio up to $50
million, .175% of such assets on the next $50 million, .15% of such assets
on the next $400 million and .1375% of such assets on amounts in excess of
$500 million. During the second six months of the Portfolio's operations
such waiver of the investment management fee will be equal to .175% of
assets up to $50 million, .0875% of assets on the next $50 million, .075% of
assets on the next $400 million and .06875% of such assets in excess of $500
million. Absent Metropolitan Life's waiver of its investment management fee,
Metropolitan Life estimates that the management fee and other expenses for
the Scudder Global Equity Portfolio would be .84% and .20%, respectively,
for a total of 1.04%.

(d) Reflects 1996 fees and expenses restated for proposed management fee
revisions expected to take effect August 1, 1997.

For a full description of the Fund, see the prospectus for the Fund, which
is attached at the end of this Prospectus, and the Fund's Statement of
Additional Information referred to therein.

WHAT DEATH BENEFITS ARE AVAILABLE UNDER THE POLICY?

The Policy provides for the payment of a benefit upon the death of the
insured. The Policy contains three death benefit options. The Policy owner must
select one of the options to be in effect at issue. The Policy owner can change
options while the insured is living. Under Death Benefit Option A, the death
benefit is the specified face amount of the Policy. Under Death Benefit Option
B, the death benefit is the specified face amount of the Policy plus the cash
value on the date of death. Under Death Benefit Option C, the death benefit is
the specified face amount of the Policy plus the amount of premiums paid that
exceeds withdrawals made (see "May the Policy be Surrendered or the Cash Value
Partially Withdrawn?"). If greater than the death benefit otherwise payable
under Option A, Option B or Option C, a minimum death benefit equivalent to a
percentage, determined by age at death, of the cash value will be paid. The
insurance proceeds payable will be reduced by any outstanding indebtedness and
any due and unpaid charges accrued during the grace period (see "Policy
Benefits--Death Benefits").

In addition, a Policy owner has the flexibility to add optional insurance
benefits by rider. These include an accidental death benefit rider, a disability
waiver benefit rider, an accelerated death benefit rider and an interim term
insurance benefit rider (see "Policy Benefits--Optional Insurance Benefits").
The cost of the first two optional insurance benefits will be deducted from the
cash value as part of the monthly deduction (see "Charges and
Deductions--Monthly Deduction From Cash Value"). There is no charge for the
accelerated death benefit rider. The cost of the interim term insurance

6
<PAGE>

benefit rider is paid for separately from any costs deducted from the Policy
since it provides insurance for a period prior to the Date of Policy. In many
states, the Policy owner has the flexibility to include a yearly renewable term
rider when the Policy is issued, the cost of which will be deducted from the
cash value as part of the monthly deduction. This may be more economical for
certain Policies. The yearly renewable term rider is generally not available
with Policies issued to or in connection with large groups.

Proceeds under the Policy may be received in cash or under one of the
optional income plans set forth in the Policy (see "Policy Benefits--Optional
Income Plans").

WHAT IS THE POLICY'S CASH VALUE?

The Policy's cash value in the Separate Account will reflect the amount and
frequency of premium payments allocated to the Separate Account, transfers from
the Fixed Account, loan repayments, the investment experience of the relevant
investment divisions of the Separate Account, any partial withdrawals, any
Policy indebtedness and any charges imposed in connection with the Policy (see
"Policy Benefits--Cash Value"). There is no minimum guaranteed cash value with
respect to amounts allocated to the Separate Account. The Policy's total cash
value will also reflect any amounts allocated to the Fixed Account (see "The
Fixed Account") and the Policy Loan Account (see "Loan Privileges--Effect of a
Policy Loan").

WHAT FLEXIBILITY DOES A POLICY OWNER HAVE TO ADJUST THE AMOUNT OF THE DEATH
BENEFIT?

Subject to certain limitations, the Policy owner may change the death
benefit option or increase or decrease the specified face amount (see "Policy
Benefits--Change in Death Benefit Option"). Any increases in the death benefit
may require additional evidence of insurability satisfactory to Metropolitan
Life (see "Policy Benefits--Change in Specified Face Amount"), and result in
additional charges (see "Policy Benefits--Increases", and "Effect of Changes in
Specified Face Amount on Charges"). An increase or decrease in the death benefit
may have tax consequences (see "Federal Tax Matters").

WHAT FLEXIBILITY DOES A POLICY OWNER HAVE IN CONNECTION WITH PREMIUM PAYMENTS?

A Policy owner has considerable flexibility concerning the amount and
frequency of premium payments. The first premium must equal the planned periodic
premium (see "Premiums--Premium Limitations"). After the first premium payment,
a Policy owner may, subject to certain restrictions, make premium payments in
any amount and at any frequency. However, the Policy owner may be required to
make an unscheduled premium payment in order to keep the Policy in force (see
"Payment and Allocation of Premiums").

HOW LONG WILL THE POLICY REMAIN IN FORCE?

The Policy will terminate only when its cash surrender value is insufficient
to pay the monthly deduction (see "Charges and Deductions--Monthly Deduction
from Cash Value"), and the grace period expires without a sufficient payment
being made (see "Policy Termination and Reinstatement--Termination"). Therefore,
the failure to pay a planned periodic premium will not automatically cause the
Policy to terminate. Nevertheless, under the circumstances described above, the
Policy can terminate, even if planned periodic premiums have been paid. Thus,
the payment of planned periodic premiums does not guarantee that the Policy will
remain in force until its final date.

HOW ARE NET PREMIUMS ALLOCATED?

The portion of the premium available for allocation ("net premium") equals
the premium paid less premium expense charges (see "Charges and
Deductions--Premium Expense Charges"). The Policy owner designates in the
application (in the case where the Owner is an individual) or in the delivery
receipt (in the case where the Owner is other than an individual), what
portions, if any, of net premiums are to be allocated to the investment
divisions of the Separate Account. The Policy owner designates in the
application what portion, if any, of net premiums are to be allocated to the
Fixed Account. Allocations with respect to the Fixed Account are effective as of
the Investment Start Date. Allocations with respect to the investment divisions
of the Separate Account are effective as of the end of the free-look period;
prior to the end of the free-look period, net premium payments allocated to the
investment divisions of the Separate Account will be invested in the Money
Market Portfolio as of the Investment Start Date (see "Is there a 'Free Look'
Period?").

A Policy owner may change allocations of future net premiums at any time
after the end of the free-look period without charge by notifying Metropolitan
Life in writing, subject to certain limitations (see "Payment and Allocation of
Premiums--Allocation of Premiums and Cash Value"). The change will be effective
as of the Date of Receipt at the

7
<PAGE>
Designated Office of the written notification. Because investment performance of
a Separate Account investment division (unlike that of the Fixed Account) is not
guaranteed by Metropolitan Life, allocation of net premiums to the Separate
Account investment divisions increases the amount of investment risk to the
Policy owner, and allocation to the Fixed Account decreases such risk. On the
other hand, the potential benefit of the Fixed Account is limited to the return
guaranteed by Metropolitan Life plus any discretionary return declared by
Metropolitan Life from time to time.

After the end of the free-look period (see "Is there a 'Free Look'
Period?"), a Policy owner may transfer amounts among the investment divisions of
the Separate Account or between the Separate Account and the Fixed Account up to
six times a Policy year without charge (see "Charges and Deductions--Transfer
Charge"). In the first 24 Policy months, a Policy owner may transfer the entire
amount in the Separate Account to the Fixed Account without charge (see "Policy
Rights--Exchange Privilege" and "The Fixed Account--Transfers, Withdrawals,
Surrenders, and Policy Loans"). A Policy owner may also elect to participate in
one of the systematic investment strategies (see "Allocation of Premiums and
Cash Value--Systematic Investment Strategies").

MAY THE POLICY BE SURRENDERED OR THE CASH VALUE PARTIALLY WITHDRAWN?

The Policy owner may surrender the Policy at any time and receive the cash
surrender value of the Policy. Subject to certain limitations, the Policy owner
also may make partial withdrawals from the cash surrender value at any time
prior to the final date. The Policy owner must notify Metropolitan Life in
writing requesting a surrender or partial withdrawal (see "Policy
Rights--Surrender and Withdrawal Privileges"). No charge will be imposed on
partial withdrawals or a surrender. If Death Benefit Option A is in effect,
partial withdrawals will reduce the Policy's specified face amount by the amount
of the partial withdrawal. If Death Benefit Option B is in effect, partial
withdrawals will not reduce the Policy's specified face amount. If Death Benefit
Option C is in effect, partial withdrawals will only reduce the Policy's
specified face amount by the excess of cumulative withdrawals over cumulative
premiums paid (see "Death Benefits"). Payment of surrenders and withdrawals may
be delayed under certain circumstances (see "Other Policy Provisions--Payment
and Deferment," and "The Fixed Account--Transfers, Withdrawals, Surrenders, and
Policy Loans"). Surrenders and withdrawals may have certain tax consequences
(see "Federal Tax Matters").

IS THERE A "FREE LOOK" PERIOD?

The Policy provides for a free-look period. The Policy owner may return the
Policy during the free-look period, which is the period ending on the later of
10 days after the Policy owner receives the Policy (except where state law
requires a longer period for replacement policies or other reasons) or the date
Metropolitan Life receives a signed delivery receipt. Metropolitan Life will
send the Policy owner a complete refund of any premiums paid within 7 days. The
refund of any premium paid by check, however, may be delayed until the check has
cleared the Policy owner's bank. Net premium payments allocated to the Separate
Account will be invested in the MetLife Money Market Portfolio during the
free-look period. Net premium payments will not be allocated to the Separate
Account investment divisions designated by the Policy owner until Metropolitan
Life receives a signed delivery receipt (or, if later, 10 days after receipt of
the Policy by the Policy owner). In addition, no cash value transfers or
participation in systematic investment strategies will be permitted until after
the end of the free-look period.

WHAT IS THE LOAN PRIVILEGE?

A Policy owner may obtain a Policy loan at any time that the Policy has a
loan value. The loan value equals the cash surrender value of the Policy less
two monthly deductions, or if greater, 75% (90% for Policies issued in Virginia
and Maryland) of the cash surrender value (or, for Policies issued in Texas, the
Policy's cash surrender value less two monthly deductions or 100% of the cash
surrender value in the Fixed Account and 75% of the cash surrender value in the
Separate Account, if greater). Loan interest is charged daily at the rate
Metropolitan Life sets from time to time. This rate will never be more than the
maximum allowed by law and will not change more often than once a year on the
anniversary of the date of the Policy. Loan interest is payable at the end of
each Policy year. Loans and accrued interest may be repaid at any time prior to
the Final Date (see "Loan Privileges").

WHAT CHARGES ARE ASSESSED IN CONNECTION WITH THE POLICY?

PREMIUM EXPENSE CHARGES. Total premium expense charges of up to 13.5% in
the first ten Policy years and up to 7.5% in Policy year eleven and later are
deducted from all premium payments. These charges consist of an administrative
charge of up to 1.05%, a charge of 1.2% to recover a portion of Metropolitan
Life's federal income taxes that are based on premium payments, a state premium
tax charge of 2.25% and a sales charge. For Policies issued prior to May 1, 1996
or to or in connection with large groups, the maximum sales charge is 1% of each
premium. For Policies issued to or in

8
<PAGE>
connection with other groups on or after May 1, 1996, the maximum sales charge
is 9% of premiums paid in each of the first ten Policy years and 3% of premiums
paid in each Policy year thereafter until the total of such payments in each
such Policy year equals the annual target premium for that year. For these
Policies, the sales charge is reduced to 0% for payments made in excess of the
annual target premium in any Policy year (See "Variations in Charges"). For all
Policies, the administrative charge is reduced by 1% on the portion of any
premiums paid in a Policy year which exceeds the annual target premium. (See
"Charges and Deductions--Premium Expense Charges.")

The administrative charge is used to compensate Metropolitan Life for
expenses incurred in administering, issuing and underwriting of the Policy.
These expenses include the cost of processing applications, conducting medical
examinations, determining insurability and the insured's risk class, and
establishing policy records. Metropolitan Life does not expect to derive a
profit from this charge.

TRANSFER CHARGES. At the present time, there is no charge assessed the
first six times in a Policy year that amounts are transferred among the
different investment divisions of the Separate Account and between the
investment divisions and the Fixed Account. For each subsequent transfer in that
Policy year, a charge of $25 is assessed (see "Charges and Deductions--Transfer
Charge"). There is no charge for any transfer made pursuant to a systematic
investment strategy. In addition, transfers made pursuant to any systematic
investment strategy are not included in the six charge free transfers permitted
each Policy year (see "Allocation of Premiums and Cash Value--Systematic
Investment Strategies").

MONTHLY DEDUCTION. Cash value will be reduced by a monthly deduction equal
to the sum of (1) a monthly cost of term insurance charge, and (2) the cost of
any optional insurance benefits added by rider (except for the interim term
insurance benefit rider) (see "Charges and Deductions--Monthly Deduction from
Cash Value"), and (3) a monthly charge currently equivalent to an effective
annual rate of up to .60% (up to .30% after the ninth policy year) of the Policy
cash value in the Separate Account. This charge is to compensate Metropolitan
Life for its assumption of certain mortality and expense risks (see "Charges and
Deductions--Charge for Mortality and Expense Risks") and is guaranteed not to
exceed an effective annual rate of .90%.

Any increases in specified face amount requested by a Policy owner may
result in a one-time underwriting expense charge of up to $3.00 per thousand
dollars of increase (see "Policy Benefits--Increases"). The monthly deduction
will vary in amount from month to month.

SEPARATE ACCOUNT TAXES. No charges are currently made against the Separate
Account for federal or state income taxes with respect to earnings or capital
gains which may be attributable to the Separate Account. Should Metropolitan
Life determine that such taxes will be imposed, Metropolitan Life may make
deductions from the Separate Account to pay these taxes (see "Federal Tax
Matters"). The imposition of such taxes would result in a reduction of the cash
value in the Separate Account.

REDUCED CHARGES. Metropolitan Life may reduce the charges in certain
situations. These situations would involve Internal Revenue Code section 1035
exchanges from another Metropolitan Life policy to this Policy and corporate
sales where the premium amount, number of lives, location, or other factors
result in savings in sales, administrative or other costs. These reductions in
charges will not be unfairly discriminatory to any Policy owners.

WHAT IS THE TAX TREATMENT OF CASH VALUE?

Cash value under a Policy is subject to the same federal income tax
treatment as cash value under a conventional fixed benefit life insurance
policy. Under existing tax law, if a Policy is not a modified endowment contract
as discussed in the following paragraphs, a Policy owner generally will be taxed
on cash value withdrawn from the Policy, the cash value received upon surrender
of the Policy or the cash value distributed at the Final Date of a Policy only
to the extent these amounts, when added to previous distributions, exceed the
total premiums paid. Amounts received upon surrender, withdrawal or on the Final
Date of a Policy in excess of premiums paid will be treated as ordinary income.

Special rules govern pre-death withdrawals from life insurance contracts
referred to as modified endowment contracts. In short, if your Policy fails the
"7-pay test" described under "Federal Tax Matters--Taxation of the Policy" your
Policy would be classified as a modified endowment contract.

Pre-death withdrawals (including policy loans) from modified endowment
contracts are treated differently than withdrawals from other life insurance
contracts in the following ways:

-- amounts withdrawn would be treated as income first and taxed
accordingly;

-- an additional 10% income tax penalty would generally be imposed on
the taxable portion of amounts received before age 59 1/2.

9
<PAGE>
If a Policy is part of a collateral assignment equity split dollar
arrangement with an employer, any increase in cash value may be taxable
annually. An individual should consult with and rely on the advice of a tax
advisor with respect to any type of split dollar arrangement involving a Policy.

For more information, see "Federal Tax Matters."

IS THE BENEFICIARY SUBJECT TO FEDERAL INCOME TAX ON THE DEATH BENEFIT?

Like death benefits payable under conventional fixed benefit life insurance
policies, death benefit proceeds payable under the Policy under current law are
generally completely excludable from the gross income of the beneficiary. As a
result, the beneficiary generally will not be taxed on death benefit proceeds
(see "Federal Tax Matters").

IS THE DEATH BENEFIT OR THE CASH VALUE SUBJECT TO FEDERAL ESTATE TAX?

The death benefit under the Policy or the cash value may be subject to
federal estate tax (see "Federal Tax Matters").

WHEN ARE PREMIUM PAYMENTS, POLICY OWNER REQUESTS AND OTHER COMMUNICATIONS DEEMED
TO BE RECEIVED?

Premium payments and other communications (such as transfer requests, loan
requests, loan repayments, withdrawal requests, surrender requests, changes of
beneficiary, changes of the specified face amount of insurance or death benefit
option, or changes of premium allocation) should be sent to the Designated
Office for the Policy. Metropolitan Life may name different Designated Offices
for different transactions. Premium payments and communications will be deemed
to be received at the Designated Office on the date they are actually received
at such office ("Date of Receipt"), with two exceptions: (1) when they are
received on any day that is not a Valuation Date and (2) when they are received
by means other than U.S. mail after 4:00 p.m. New York City time. In these two
cases, the Date of Receipt will be deemed to be the next Valuation Date. In the
future Metropolitan Life may permit transfer and withdrawal or other requests to
be made by telephone.

To exercise rights under a Policy, the owner must follow the procedures
stated in the Policy. To request a payment, change the allocation among the
investment divisions, change the beneficiary, change the specified face amount
of insurance or death benefit option, change an address or request any other
action by Metropolitan Life, the owner should utilize the forms prepared by
Metropolitan Life for each purpose. The forms are available from the Designated
Offices.

SEPARATE ACCOUNT AND METROPOLITAN SERIES FUND

THE SEPARATE ACCOUNT

The Separate Account, which is a separate investment account of Metropolitan
Life, was established by Metropolitan Life pursuant to the New York Insurance
Law on December 13, 1988. The Separate Account also receives premium payments in
connection with flexible premium multifunded life insurance policies and group
variable universal life insurance policies issued by Metropolitan Life. The
assets allocated to the Separate Account are the property of Metropolitan Life,
and Metropolitan Life is not a trustee by reason of the Separate Account.
Metropolitan Life may accumulate in the Separate Account charges, mortality
gains and investment gains on those assets (which represent such charges) in the
Separate Account and other amounts in excess of Metropolitan Life's liabilities
and reserves with respect to the Separate Account.

The Separate Account meets the definition of "separate account" under the
federal securities laws. All income, gains and losses, whether or not realized,
from assets allocated to the Separate Account are credited to or charged against
the Separate Account without regard to other income, gains or losses of
Metropolitan Life. Each Policy provides that such portion of the assets in the
Separate Account as equals the liabilities (and reserves) of Metropolitan Life
with respect to the Separate Account shall not be chargeable with liabilities
arising out of any other business of Metropolitan Life. Metropolitan Life may
from time to time transfer to its General Account any assets in the Separate
Account in excess of such reserves and liabilities. The liabilities are
Metropolitan Life's total commitments under the Policies; the reserves are the
assets allocated to pay these commitments.

Although the Separate Account is an integral part of Metropolitan Life, the
Separate Account is registered with the Securities and Exchange Commission as a
unit investment trust under the Investment Company Act of 1940 ("1940 Act").
Registration does not involve supervision of management or investment practices
or policies of the Separate Account or of Metropolitan Life by the Commission.

There currently are eleven investment divisions in the Separate Account. The
assets in each investment division are invested in a separate class (or series)
of stock issued by the Fund. Each class of stock represents a separate portfolio

10
<PAGE>

within the Fund. New investment divisions may be added as new portfolios are
added to the Fund and made available to Policy owners. In addition, investment
divisions may be eliminated from the Separate Account. The owner of a Policy may
designate how the net premiums under the Policy are to be allocated among the
then current investment divisions.

METROPOLITAN SERIES FUND

The Fund is a "series" type of mutual fund which is registered with the
Securities and Exchange Commission as a diversified open-end management
investment company under the 1940 Act. The Fund has served as the investment
medium for the Separate Account since the Separate Account commenced operations.
A brief summary of the investment objectives of each Fund portfolio presently
available to Policy owners is set forth below.

STATE STREET RESEARCH GROWTH PORTFOLIO: The investment objective of this
portfolio is to achieve long-term growth of capital and income, and moderate
current income, by investing primarily in common stocks that are believed to be
of good quality or to have good growth potential or which are considered to be
undervalued based on historical investment standards.

STATE STREET RESEARCH INCOME PORTFOLIO: The investment objective of this
portfolio is to achieve the highest possible total return, by combining current
income with capital gains, consistent with prudent investment risk and the
preservation of capital, by investing primarily in fixed-income, high-quality
debt securities.

METLIFE MONEY MARKET PORTFOLIO: The investment objective of this portfolio
is to achieve the highest possible current income consistent with the
preservation of capital and maintenance of liquidity, by investing primarily in
short-term money market instruments.

STATE STREET RESEARCH DIVERSIFIED PORTFOLIO: The investment objective of
this portfolio is to achieve a high total return while attempting to limit
investment risk and preserve capital by investing in equity securities,
fixed-income debt securities, or short-term money market instruments, or any
combination thereof, at the discretion of State Street Research.

STATE STREET RESEARCH AGGRESSIVE GROWTH PORTFOLIO: The investment objective
of this portfolio is to achieve maximum capital appreciation by investing
primarily in common stocks (and equity and debt securities convertible into or
carrying the right to acquire common stocks) of emerging growth companies,
undervalued securities or special situations.

GFM INTERNATIONAL STOCK PORTFOLIO: The investment objective of this
portfolio is to achieve long-term growth of capital by investing primarily in
common stocks and equity-related securities of non-United States companies.

METLIFE STOCK INDEX PORTFOLIO: The investment objective of this portfolio
is to equal the performance of the Standard & Poor's 500 Composite Stock Price
Index (adjusted to assume reinvestment of dividends) by investing in the common
stock of companies which are included in the index.

LOOMIS SAYLES HIGH YIELD BOND PORTFOLIO: The investment objective of this
portfolio is to achieve high total investment return through a combination of
current income and capital appreciation. The portfolio will normally invest at
least 65% of its assets in fixed income securities of below investment grade
quality.

JANUS MID CAP PORTFOLIO: The investment objective of this non-diversified
portfolio is to provide long-term growth of capital. It pursues this objective
by investing primarily in securities issued by medium sized companies.

T. ROWE PRICE SMALL CAP GROWTH PORTFOLIO: The investment objective of this
portfolio is to achieve long-term growth by investing in small capitalization
companies.

SCUDDER GLOBAL EQUITY PORTFOLIO: The investment objective of this portfolio
is to achieve long-term growth of capital through a diversified portfolio of
marketable securities, primarly equity securities, including common stocks,
preferred stocks and debt securities convertible into common stocks. The
portfolio invests on a worldwide basis in equity securities of companies which
are incorporated in the U.S. or in foreign countries.

The Loomis Sayles High Yield Bond, T. Rowe Price Small Cap Growth, Janus Mid
Cap, and Scudder Global Equity investment divisions and portfolios may not be
available in all states. Consult a sales representative registered with
Metropolitan Life for additional information.

Metropolitan Life acts as the investment manager for the Fund; State Street
Research, a wholly-owned subsidiary of Metropolitan Life, provides
sub-investment management services with respect to the State Street Research
Growth,

11
<PAGE>

State Street Research Income, State Street Research Diversified and State Street
Research Aggressive Growth Portfolios; GFM, a subsidiary of Metropolitan Life,
provides sub-investment management services with respect to the GFM
International Stock Portfolio; Loomis Sayles is the sub-investment manager with
respect to the Loomis Sayles High Yield Bond Portfolio. The general partner of
Loomis Sayles is indirectly owned by Metropolitan Life. Janus is the sub-
investment manager for the Janus Mid Cap Portfolio. T. Rowe Price is the
sub-investment manager for the T. Rowe Price Small Cap Growth Portfolio. Scudder
is the sub-investment manager for the Scudder Global Equity Portfolio. It is
expected that State Street Research will become the sub-investment manager with
respect to the MetLife Money Market Portfolio and the GFM International Stock
Portfolio on August 1, 1997. GFM will become the sub-sub-investment manager and
will continue to have day-to-day investment responsibility for the GFM
International Stock Portfolio. In the event these changes take place, the names
of the Portfolios will be changed to the State Street Research Money Market
Portfolio and the State Street Research International Stock Portfolio,
respectively.

Metropolitan Life purchases and redeems Fund shares for the Separate Account
at their net asset value without the imposition of any sales or redemption
charges. Such shares represent an interest in one of the portfolios of the Fund
which correspond to the investment divisions of the Separate Account. Any
dividend or capital gain distributions received from the Fund are likewise
reinvested in Fund shares at net asset value as of the dates paid. The
distributions have the effect of reducing the value of each share of the Fund
and increasing the number of Fund shares outstanding. However, the total cash
value in the Separate Account does not change as a result of such distributions.

On each Valuation Date, shares of each portfolio are purchased or redeemed
by Metropolitan Life for the Separate Account, based on, among other things, the
amounts of net premiums allocated to the Separate Account, dividends and
distributions reinvested, transfers to and among investment divisions, Policy
loans, loan repayments and benefit payments to be effected pursuant to the terms
of the Policies as of that date. Such purchases and redemptions for the Separate
Account are effected at the net asset value per share for each portfolio
determined as of 4:00 p.m., New York City time, on that same Valuation Date.

A full description of the Fund, its investment policies and restrictions,
its charges and other aspects of its operation is contained in the prospectus
for the Fund, which is attached at the end of this Prospectus, and in the
Statement of Additional Information referred to therein. See "The Fund and its
Purpose," in the prospectus for the Fund for a discussion of the different
separate accounts for Metropolitan Life and its affiliates that invest in the
Fund and the risks related thereto.

POLICY BENEFITS

Unless otherwise stated, the discussion below assumes that no riders under
the Policy are in effect. In particular, the discussion below does not take into
account the effect of obtaining a portion of the desired insurance coverage
under the yearly renewable term rider. Obtaining a portion of insurance coverage
in this manner may be more economical than taking the full amount of insurance
coverage under the Policy. In determining whether this option is more
economical, a Policy owner must consider the amount of sales charge due under
the Policy as well as the higher current cost of insurance charges due under the
yearly renewable term rider. See the Appendix to Prospectus for a discussion of
how this and certain other riders can affect benefits under the Policy.

DEATH BENEFITS

As long as the Policy remains in force (see "Policy Termination and
Reinstatement--Termination"), Metropolitan Life will, upon due proof of the
insured's death, pay the insurance proceeds of the Policy to the named
beneficiary. The proceeds may be received by the beneficiary in a single sum or
under one or more of the optional income plans set forth in the Policy (see
"Optional Income Plans").

The insurance proceeds are: The death benefit provided under Option A,
Option B or Option C, whichever is elected and in effect on the date of death
minus any outstanding indebtedness and any due and unpaid charges accruing
during the grace period.

DEATH BENEFIT OPTIONS

The Policy provides three death benefit options: Option A, Option B and
Option C as described below. The Policy owner designates the desired option in
the application and can change the option by written request (see "Change in
Death Benefit Option").

12
<PAGE>
Option A--The death benefit is equal to the specified face amount of
insurance.

Option B--The death benefit is equal to the specified face amount of
insurance plus the cash value.

Option C--The death benefit is equal to the specified face amount of
insurance plus the amount of premiums paid that exceeds withdrawals made.

Minimum Death Benefit--Under either Option A, Option B or Option C, there is
a minimum death benefit equal to the greater of (1) the death benefit under the
option chosen, plus the amount of coverage under any yearly renewable term
rider, and (2) a percentage of the cash value as computed pursuant to the Cash
Value Accumulation test formula below and generally reflected in Table II below
or, for Policies issued in connection with large groups and depending which form
of Policy is elected, a percentage of cash value set forth in Table I below. For
Policies issued in connection with large groups, the standard Policy contains a
minimum death benefit determined under Table I. If the large group Policy owner
elects a Policy with a special endorsement, the death benefit will be determined
in accordance with the terms of the endorsement which are generally reflected in
Table II. Any discussion of Table I in the Prospectus is applicable only to
Policies issued in connection with large groups that have not elected the
special endorsement. Sales representatives registered with Metropolitan Life
will have more information as to whether Table II is available in a particular
case. Once the Policy is issued the Policy owner may not change the table
elected. The minimum death benefit is determined in accordance with federal
income tax laws, to ensure that the Policy qualifies as a life insurance
contract and that the insurance proceeds will be excluded from the gross income
of the beneficiary. Table I ensures that the Policy qualifies under the Internal
Revenue Code Guideline Premium/Cash Value Corridor test. The Cash Value
Accumulation test formula as reflected generally in Table II ensures that the
Policy qualifies under the Internal Revenue Code Cash Value Accumulation test.
The Cash Value Accumulation test can be advantageous to a Policy owner who
intends to pay a greater amount of premiums into the Policy. This is the case
because the Policy will qualify as life insurance even though the Policy owner
is paying a higher level of premium than allowed under the Guideline
Premium/Cash Value Corridor test. However, the death benefit under the Cash
Value Accumulation test (and thus the monthly cost of term insurance) could be
higher. The advantage of the Cash Value Accumulation test may be eliminated if
the Policy owner does not intend to exceed the 7-pay test limit. The 7-pay test
sets a limit on the amount of premiums which may be paid under a Policy during
any 7-pay testing period (usually the first 7 Policy years after issue or after
a material modification of the Policy) without incurring possible adverse tax
consequences. If premiums paid exceed such limit during any 7-pay testing
period, any partial withdrawals, Policy loans and other distributions may be
subject to adverse federal income tax consequences (see "Federal Tax
Matters--Taxation of the Policy").

TABLE I--GUIDELINE PREMIUM/CASH VALUE CORRIDOR TEST
<TABLE>
<CAPTION>
ATTAINED AGE AT BEGINNING PERCENTAGE OF
OF POLICY YEAR CASH VALUE
- ------------------------------------- ---------------
<S> <C>
40 and less:......................... 250%
45:.................................. 215%
50:.................................. 185%
55:.................................. 150%
60:.................................. 130%
65:.................................. 120%
70:.................................. 115%

<CAPTION>
ATTAINED AGE AT BEGINNING PERCENTAGE OF
OF POLICY YEAR CASH VALUE
- ------------------------------------- ---------------
<S> <C>
75:.................................. 105%
80:.................................. 105%
85:.................................. 105%
90:.................................. 105%
94:.................................. 101%
95:.................................. 100%
100 and greater:..................... 100%
</TABLE>

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

13
<PAGE>
CASH VALUE ACCUMULATION TEST FORMULA

Using the Cash Value Accumulation test, the death benefit shall never be
less than (a) divided by (b), where

(a) = the Cash Value immediately before the death of the insured, and

(b) = the net single premium immediately before the death of the insured
(computed on the basis of the 1980 CSO mortality table and on the
basis of interest at the greater of an annual effective rate of 4%
or the rate or rates guaranteed on issuance of the policy and as
otherwise required under section 7702 of the Internal Revenue Code)
for one dollar of death benefit.

Generally this means that the death benefit will never be less than the
percentage of cash value shown below.

TABLE II--CASH VALUE ACCUMULATION TEST
<TABLE>
<CAPTION>
AGE ON PERCENTAGE OF CASH VALUE
DATE OF ----------------------------------
DEATH MALE FEMALE UNISEX
- ---------------- ---------- ---------- ----------
<S> <C> <C> <C>
20 661.64% 787.90% 683.29%
21 642.51% 762.72% 663.26%
22 623.75% 738.28% 643.58%
23 605.25% 714.54% 624.22%
24 587.03% 691.42% 605.18%
25 569.05% 669.03% 586.48%
26 551.33% 647.29% 568.12%
27 533.93% 626.21% 550.12%
28 516.96% 605.77% 532.51%
29 500.35% 585.96% 515.36%
30 484.14% 566.76% 498.65%
31 468.43% 548.19% 482.42%
32 453.17% 530.22% 466.68%
33 438.38% 512.82% 451.45%
34 424.11% 495.98% 436.72%
35 410.29% 479.71% 422.46%
36 396.95% 464.02% 408.71%
37 384.10% 448.89% 395.48%
38 371.73% 434.33% 382.72%
39 359.83% 420.38% 370.45%
40 348.37% 406.98% 358.67%
41 337.37% 394.12% 347.35%
42 326.80% 381.78% 336.49%
43 316.66% 369.93% 326.04%
44 306.90% 358.53% 316.01%
45 297.53% 347.55% 306.35%
46 288.52% 336.97% 297.07%
47 279.86% 326.77% 288.15%
48 271.53% 316.94% 279.56%
49 263.51% 307.46% 271.30%
50 255.81% 298.31% 263.35%
51 248.39% 289.50% 255.71%
52 241.28% 281.01% 248.37%
53 234.47% 272.84% 241.32%
54 227.94% 264.98% 234.58%
55 221.70% 257.40% 228.12%
56 215.72% 250.09% 221.94%
57 210.00% 243.02% 216.00%

<CAPTION>
AGE ON PERCENTAGE OF CASH VALUE
DATE OF ----------------------------------
DEATH MALE FEMALE UNISEX
- ---------------- ---------- ---------- ----------
<S> <C> <C> <C>
58 204.52% 236.17% 210.30%
59 199.25% 229.51% 204.81%
60 194.20% 223.05% 199.55%
61 189.35% 216.79% 194.48%
62 184.72% 210.75% 189.63%
63 180.29% 204.94% 184.99%
64 176.07% 199.39% 180.56%
65 172.04% 194.07% 176.34%
66 168.21% 188.99% 172.31%
67 164.55% 184.10% 168.46%
68 161.05% 179.40% 164.78%
69 157.70% 174.86% 161.24%
70 154.50% 170.47% 157.85%
71 151.44% 166.23% 154.60%
72 148.53% 162.18% 151.51%
73 145.78% 158.31% 148.58%
74 143.20% 154.66% 145.82%
75 140.77% 151.21% 143.21%
76 138.49% 147.96% 140.76%
77 136.34% 144.89% 138.45%
78 134.31% 141.98% 136.25%
79 132.37% 139.21% 134.15%
80 130.51% 136.58% 132.14%
81 128.73% 134.09% 130.21%
82 127.03% 131.72% 128.37%
83 125.42% 129.50% 126.62%
84 123.90% 127.41% 124.97%
85 122.47% 125.44% 123.40%
86 121.10% 123.58% 121.90%
87 119.77% 121.80% 120.45%
88 118.46% 120.07% 119.02%
89 117.12% 118.35% 117.56%
90 115.71% 116.60% 116.03%
91 114.15% 114.75% 114.37%
92 112.35% 112.72% 112.49%
93 110.19% 110.38% 110.26%
94 107.46% 107.54% 107.49%
95 and over 100.00% 100.00% 100.00%
</TABLE>

14
<PAGE>

Option A, Option B and Option C each provide insurance protection as well as
possible build-up of cash value. Under Option A, the insurance protection
remains level unless the minimum death benefit applies. Under Option B, the
insurance protection varies as the cash value changes. Under Option C, the
insurance protection varies as the (i) sum of premiums paid, and (ii) the amount
of cash value withdrawn, changes.

For any specified face amount, assuming there have been no withdrawals from
the Policy, the amount of the death benefit will be greater under Option B and
Option C, than under Option A, since the cash value or premiums paid is added to
the specified face amount and included in the death benefit under Option B and
Option C, respectively, but not under Option A. By the same token, the cost of
term insurance included in the monthly deduction (see "Charges and
Deductions--Cost of Term Insurance") will be greater, and thus the accumulation
of cash value will be lower, under Option B and Option C than under Option A,
assuming the same specified face amount and the same actual premiums paid. Since
under Option C, the death benefit includes the sum of premiums paid (less any
withdrawals), this Option would be desirable in those situations where recovery
of premiums paid is an important consideration. The cost of term insurance under
Option C would generally be lower than under Option B, when the sum of premiums
paid (less any withdrawals) is less than the cash value. However, the cost of
term insurance under Option C would be higher when the cash value is less than
the sum of premiums paid (less any withdrawals).

ILLUSTRATION OF OPTION A. For purposes of this illustration, assume that
the insured is male and is exactly age 40, that under Table II the male column
applies and that there is no outstanding indebtedness and that the insured has
not died during a grace period (see "Policy Termination and
Reinstatement--Termination").

Under Option A, a Policy with a $100,000 specified face amount will
generally pay $100,000 in death benefits. However, because the death benefit
must be equal to or be greater than 250% of cash value under Table I (348.37% of
cash value under Table II), any time the cash value of this Policy exceeds
$40,000 under Table I ($28,705 under Table II), the death benefit will exceed
the $100,000 specified face amount. Each additional dollar of cash value above
$40,000 under Table I ($28,705 under Table II) will increase the death benefit
(assuming the insured is exactly age 40) by $2.50 under Table I ($3.48 under
Table II). Thus a Policy with a cash value of $50,000 will have a death benefit
of $125,000 (250% X $50,000) under Table I or $174,185 (348.37% X $50,000) under
Table II; a cash value of $60,000 will yield a death benefit of $150,000 (250% X
$60,000) under Table I or $209,022 (348.37% X $60,000) under Table II; and a
cash value of $100,000 will yield a death benefit of $250,000 (250% X $100,000)
under Table I or $348,370 (348.37% X $100,000) under Table II.

Similarly, so long as cash value exceeds $40,000 under Table I ($28,705
under Table II), each dollar reduction in cash value will reduce the death
benefit (assuming the insured is exactly age 40) by $2.50 under Table I ($3.48
under Table II). If at any time, however, the cash value multiplied by the
applicable percentage is less than the specified face amount, the death benefit
will equal the specified face amount of the Policy.

ILLUSTRATION OF OPTION B. For purposes of this illustration, assume that
the insured is male and is exactly age 40, that under Table II the male column
applies and that there is no outstanding indebtedness and that the insured has
not died during a grace period.

Under Option B, a Policy with a specified face amount of $100,000 will
generally pay a death benefit of $100,000 plus the cash value. Thus, for
example, a Policy with a cash value of $25,000 will have a death benefit of
$125,000 ($100,000 + $25,000); a cash value of $50,000 will yield a death
benefit of $150,000 ($100,000 + $50,000); and a cash value of $65,000 will yield
a death benefit of $165,000 ($100,000 + $65,000). The death benefit, however,
must be at least 250% of cash value under Table I (348.37% of cash value under
Table II). As a result, if the cash value of the Policy exceeds $66,666.67 under
Table I ($40,262.51 under Table II), the death benefit will be greater than the
specified face amount plus cash value. Each additional dollar of cash value
above $66,666.67 under Table I ($40,262.51 under Table II) will increase the
death benefit (assuming the insured is exactly age 40) by $2.50 under Table I
(by $3.48 under Table II). A Policy with a cash value of $75,000 will therefore
have a death benefit of $187,500 (250% X $75,000) under Table I or $261,278
(348.37% X $75,000) under Table II; a cash value of $85,000 will yield a death
benefit of $212,500 (250% X $85,000) under Table I or $296,115 (348.37% X
$85,000) under Table II; a cash value of $100,000 will yield a death benefit of
$250,000 (250% X $100,000) under Table I or $348,370 (348.37% X 100,000) under
Table II.

Similarly, any time cash value exceeds $66,666.67 under Table I ($40,262.51
under Table II), each dollar reduction in cash value will reduce the death
benefit (assuming the insured is exactly age 40) by $2.50 under Table I and
$3.48 under Table II. Whenever cash value is less than $66,666.67 under Table I
($40,262.51 under Table II) each dollar taken out of cash value will reduce the
death benefit by one dollar and the death benefit will be the specified face
amount plus the cash value of the Policy.

15
<PAGE>
ILLUSTRATION OF OPTION C. For purposes of this illustration, assume that
the insured is male and is exactly age 40, that under Table II the male column
applies and that there is no outstanding indebtedness and that the insured has
not died during a grace period.

Under Option C, a Policy with a specified face amount of $100,000 will
generally pay a death benefit of $100,000 plus the total amount of premiums paid
that exceeds withdrawals made. Thus, for example, assuming there have been no
withdrawals from the Policy, a Policy with premiums paid of $25,000 will have a
death benefit of $125,000 ($100,000 + $25,000); premiums paid of $50,000 will
yield a death benefit of $150,000 ($100,000 + $50,000); and premiums paid of
$65,000 will yield a death benefit of $165,000 ($100,000 + $65,000). The death
benefit, however, must be at least 250% of cash value under Table I (348.37% of
cash value under Table II). For example, if the premiums paid under the Policy
are not greater than $25,000, the death benefit will be greater than the
specified face amount plus premiums paid whenever the cash value exceeds $50,000
under Table I ($35,881.39 under Table II). Each additional dollar of cash value
above $50,000 under Table I ($35,881.39 under Table II) will increase the death
benefit (assuming the insured is exactly age 40) by $2.50 under Table I ($3.48
under Table II). A policy with cash value of $75,000 will therefore have a death
benefit of $187,500 (250% X $75,000) under Table I or $261,278 (348.37% X
$75,000) under Table II; a cash value of $85,000 will yield a death benefit of
$212,500 (250% X $85,000) under Table I or $296,115 (348.37% X $85,000) under
Table II, a cash value of $100,000 will yield a death benefit of $250,000 (250%
X $100,000) under Table I or $348,370 (348.37% X $100,000) under Table II.

Similarly, assume the premiums paid under the Policy are equal to $25,000
under Table I ($40,000 under Table II) and the cash value is equal to $60,000.
Each dollar taken out of the cash value will reduce the death benefit (assuming
the insured is exactly age 40) by $2.50 under Table I ($3.48 under Table II)
until $16,668 under Table I ($27,791 under Table II) is withdrawn from the cash
value. Then the death benefit would be $108,332 ($100,000 + $25,000 - $16,668)
under Table 1 or $112,209 ($100,000 + $40,000 - $27,791) under Table II since
this exceeds $108,330 (250% X ($60,000 - $16,668) under Table I or $112,206
(348.37% X ($60,000 - $27,791)) under Table II). Then, each dollar withdrawn
will reduce the death benefit by one dollar.

Note generally that the total of premiums paid are limited by Internal
Revenue Service rules (see "Premiums-- Premium Limitations"). Thus, these
examples are contingent on satisfying these rules.

Under any of the Options, if the insured dies on a date that is not a
Valuation Date, the amount of death benefit proceeds payable will be determined
as of the next Valuation Date.

CHANGE IN SPECIFIED FACE AMOUNT. Subject to certain limitations, a Policy
owner may increase or decrease the specified face amount of a Policy (see
"Decreases" and "Increases"). Any increase or decrease in the specified face
amount requested by the Policy owner will become effective on the monthly
anniversary on or next following the Date of Receipt of the request, or, if
evidence of insurability is required, the date of approval of the request.

DECREASES. The specified face amount remaining in force after any requested
decrease may not be less than the Minimum Initial Specified Face Amount during
the first five Policy years nor less than one-half the Minimum Initial Specified
Face Amount thereafter. No decrease in the specified face amount will be
permitted if it would result in total premiums paid exceeding the then current
maximum premium limitations determined by Internal Revenue Code rules (see
"Premiums--Premium Limitations"). For purposes of determining the cost of term
insurance charge (see "Charges and Deductions--Cost of Term Insurance"; "Cost of
Term Insurance Rate"; and "Rate Class"), a decrease in the specified face amount
will reduce the specified face amount in the following order: (a) the specified
face amount provided by the most recent increase; (b) the next most recent
increases successively; and (c) the specified face amount when the Policy was
issued.

INCREASES. Any change in the specified face amount requested by the Policy
owner which results in an increase in the death benefit may be made only if the
cash surrender value after the change is large enough to cover at least two
monthly deductions based on the most recent cost of term insurance charge
deducted. Any such change may require that additional evidence of insurability
be submitted to Metropolitan Life and may be subject to a one-time underwriting
charge at a rate of up to $3.00 for each $1,000 of specified face amount
increase. Metropolitan Life will deduct this charge from the existing cash value
in the Fixed Account and the investment divisions of the Separate Account in the
same proportion that the Policy's cash value in the Fixed Account and the
Policy's cash value in each investment division bear to the Policy's total cash
value (except for the cash value in the Policy Loan Account) as of the date
deducted (this method hereinafter referred to as the "Pro Rata Basis").

EFFECT OF CHANGES IN SPECIFIED FACE AMOUNT ON CHARGES. A change in the
specified face amount may affect the cost of term insurance and the net amount
at risk, both of which may affect a Policy owner's cost of term insurance charge

16
<PAGE>
(see "Charges and Deductions--Cost of Term Insurance"; "Cost of Term Insurance
Rate" and "Rate Class"). This in turn can affect the level of subsequent cash
values and death benefits. A change in the specified face amount or death
benefit may also affect the Policy's status as a modified endowment contract for
tax purposes (see "Federal Tax Matters").

CHANGE IN DEATH BENEFIT OPTION. Generally, the death benefit option in
effect may be changed at any time after the first Policy year while the insured
is alive by sending a written request for change to the Designated Office. A
change in death benefit option will not be permitted unless the cash surrender
value of a Policy after the change is effected would be sufficient to pay at
least two monthly deductions. Changing death benefit options may require
evidence of insurability satisfactory to Metropolitan Life and the effective
date of any such change will be the monthly anniversary on or following the Date
of Receipt of the request.

If the death benefit option is changed, the specified face amount will be
increased or decreased such that the death benefit is not altered at the time of
the change. However, the change in death benefit option will affect the
determination of the death benefit from that point on. This will mean that the
cost of term insurance may be higher or lower than it otherwise would have been
(see "Charges and Deductions--Cost of Term Insurance").

For example, if the death benefit option is changed from Option C to Option
A, the specified face amount will be increased by the amount of premiums paid
that exceeds withdrawals made. This ensures that the death benefit is not
altered at the time of the change. However, the change in the death benefit
option will affect the determination of the death benefit from that point on
since the premiums paid less withdrawals made will no longer be added to the
specified face amount in determining the death benefit. From that point on, the
death benefit will equal the new specified face amount (or, if higher, the
minimum death benefit). This will mean that the cost of term insurance may be
higher or lower than it otherwise would have been since any increases or
decreases in cash values will, respectively, reduce or increase the term of
insurance amount under Option A (See "Charges and Deductions--Cost of Term
Insurance").

As a second example, if the death benefit option is changed from Option A to
Option B, the specified face amount will be decreased to equal the death benefit
less the cash value on the effective date of the change. This change may not be
made if it would result in a specified face amount which is less than the
Minimum Initial Specified Face Amount during the first five Policy years and
one-half the Minimum Initial Specified Face Amount thereafter. As with any
option change, a change from Option A to Option B will not alter the death
benefit at the time of the change, but will affect the determination of the
death benefit from that point on. Since, from that point on, the cash value will
be added to the new specified face amount, the death benefit will vary with the
cash value. Moreover, under Option B, the term insurance amount will not vary
unless the minimum death benefit is in effect. Therefore, the cost of term
insurance may be higher or lower than it otherwise would have been without the
change in death benefit option (see "Charges and Deductions--Cost of Term
Insurance"). A change in death benefit option will not be permitted if it
results in total premiums paid exceeding the then current maximum premium
limitations determined by Internal Revenue Service Rules (see "Premiums--Premium
Limitations").

Under Option A, Option B and Option C, cost of term insurance rates
generally increase as the insured's age increases. Nevertheless, assuming a
positive cumulative net investment return with respect to any amounts in the
Separate Account, changing the death benefit option from Option B or Option C to
Option A will generally reduce the term insurance amount and therefore the cost
of term insurance charge for all subsequent monthly deductions compared to what
such charge would have been if no such change were made.

CASH VALUE

The total cash value of a Policy at any time is the sum of the Policy's cash
values in the Fixed Account (see "The Fixed Account"), the Policy Loan Account
(see "Policy Right--Loan Privileges"), and the investment divisions of the
Separate Account at such time. The Policy's cash value in the Separate Account
may increase or decrease on each Valuation Date depending on the investment
return of the chosen investment divisions of the Separate Account (see "Separate
Account Net Investment Return"). There is no guaranteed minimum cash value in
the Separate Account.

CALCULATION OF SEPARATE ACCOUNT CASH VALUE. On the Investment Start Date,
the Policy's cash value in an investment division will equal the portion of any
net premium allocated to the investment division, reduced by the portion of any
monthly deductions allocated to the Policy's cash value in that investment
division (see "Is there a 'Free Look' Period?" and "Payment and Allocation of
Premiums--Allocation of Premiums and Cash Value"). Thereafter, on each Valuation
Date, the Policy's cash value in an investment division of the Separate Account
will equal:

(1) The cumulative net premium payments allocated to the investment
division; plus

17
<PAGE>
(2) All cash values transferred to the investment division from the Fixed
Account, from the Policy Loan Account upon loan repayment (including all
interest credited on loaned amounts) or from another investment division; minus

(3) Any cash value transferred from the investment division to the Fixed
Account, to the Policy Loan Account upon taking out a loan or to another
investment division; minus

(4) Any partial cash withdrawal from the investment division; minus

(5) The portion of the cumulative monthly deductions allocated to the
Policy's cash value in the investment division (see "Charges and
Deductions--Monthly Deduction from Cash Value"); minus

(6) The portion of any transfer charge allocated to the Policy's cash value
in the investment division (see "Charges and Deductions--Transfer Charge"); plus

(7) The cumulative net investment return (discussed below) on the net amount
of cash value in the investment division.

The Policy's total cash value in the Separate Account equals the sum of the
Policy's cash value in each investment division.

SEPARATE ACCOUNT NET INVESTMENT RETURN. A Separate Account investment
division's net investment return is determined as of 4:00 p.m., New York City
time, on each Valuation Date. All transactions and calculations with respect to
the Policies as of any Valuation Date are determined as of such time.

Each Separate Account division is credited with a rate of net investment
return equal to its gross rate of investment return during the Valuation Period
less a charge for Metropolitan Life's taxes, if any such tax charge becomes
necessary in the future (see "Charges and Deductions--Charges Against the
Separate Account"). The investment division's gross rate of investment return is
equal to the rate of increase or decrease in the net asset value per share of
the underlying Fund portfolio over the Valuation Period, adjusted upward to take
appropriate account of any dividends paid by the portfolio during the period.

Depending primarily on the investment experience of the underlying Fund
portfolio, a Separate Account investment division's net investment return may be
either positive or negative during a Valuation Period.

From time to time the Separate Account may advertise performance ranking
information among similar investments as compiled by Lipper Analytical Services
Inc., Morningstar, Inc. and other independent organizations.

From time to time the Separate Account may compare the performance of its
investment divisions with the performance of common stocks, long-term government
bonds, long-term corporate bonds, intermediate-term government bonds, Treasury
Bills, certificates of deposit and savings accounts. The Separate Account may
use the Consumer Price Index in its advertisements as a measure of inflation for
comparison purposes.

BENEFIT AT FINAL DATE

If the insured is living, and unless otherwise notified, Metropolitan Life
will pay to the Policy owner the cash value of the Policy on the Final Date,
reduced by any outstanding indebtedness (see "Policy Benefits--Cash Value"). The
Final Date of a Policy is the Policy anniversary on which the insured is 95 (see
"Federal Tax Matters"). The Policy owner may request in writing to continue the
Policy after the Final Date. If the Policy owner so requests, the death benefit
will be equal to the cash value on the date of death of the insured. The
insurance proceeds will equal the death benefit reduced by any outstanding
indebtedness.

OPTIONAL INCOME PLANS

During the insured's lifetime, the Policy owner may arrange for the
insurance proceeds to be paid in a single sum, in an account that earns interest
or under one or more of the available optional income plans. For more specifics
regarding optional income plans, see the Appendix to Prospectus. These choices
are also available at the Final Date and if the Policy is surrendered. If no
election is made, Metropolitan Life will place the amount in an account that
earns interest. The payee will have immediate access to all or any part of the
account.

When the insurance proceeds are payable in a single sum, or if no choice was
in effect on the date of death, the beneficiary may, within one year of the
insured's death, select one or more of the optional income plans, if no payments
have yet been made. If the insurance proceeds become payable under an optional
income plan and the beneficiary has the right to withdraw the entire amount, the
beneficiary may name and change contingent beneficiaries.

18
<PAGE>
OPTIONAL INSURANCE BENEFITS

Subject to certain requirements, one or more of the optional insurance
benefits described in the Appendix to Prospectus, may be included with a Policy
by rider. The cost of any accidental death benefit rider, disability waiver
benefit rider or yearly renewable term rider will be deducted as part of the
monthly deduction (see "Charges and Deductions-- Monthly Deduction From Cash
Value"). There is no charge for the accelerated death benefit rider. The cost of
the interim term insurance benefit rider is paid for separately since it
provides insurance for a period prior to the Date of Policy. See the Appendix to
Prospectus, for a discussion of how certain riders affect the benefits under the
Policy.

PAYMENT AND ALLOCATION OF PREMIUMS

ISSUANCE OF A POLICY

Entities wishing to purchase a Policy must complete an application with
respect to each individual to be insured which will be sent to the Designated
Office. A Policy will not be issued with a specified face amount less than the
Minimum Initial Specified Face Amount. A Policy will generally be issued only on
insureds 70 years of age or under who supply evidence of insurability
satisfactory to Metropolitan Life. Metropolitan Life may, however, at its sole
discretion, issue a Policy for an individual above the age of 70. Acceptance is
subject to Metropolitan Life's underwriting rules, and Metropolitan Life
reserves the right to reject an application for any reason permitted by law. If
required by state law, the insured must consent to any insurance purchased on
his or her life.

Metropolitan Life, at its discretion, may use one of three types of
underwriting when selling Policies, depending on the total number of eligible
prospective insureds for whom an entity can purchase a Policy and the percentage
of such prospective insureds on which a Policy is actually purchased. The three
types of underwriting are: Guaranteed Issue, Simplified Underwriting and Full
Underwriting. Generally Full Underwriting requires more evidence of insurability
and rating classification than Simplified Underwriting. Guaranteed Issue
requires the least evidence of insurability. An insured person who is a standard
risk under Simplified Underwriting or Guaranteed Issue may be subject to a
higher cost of term insurance rate than would apply to the same insured person
under Full Underwriting (see "Monthly Deduction from Cash Value--Underwriting
Class").

The Date of Policy is the date used to determine Policy years and Policy
months regardless of when the Policy is delivered. The Date of Policy and the
date insurance protection begins will ordinarily be the date the application is
approved. Within limits, Metropolitan Life may establish an earlier Date of
Policy if desired to preserve a younger age at issue for the insured. Entities
may also request that the Date of Policy be the date the planned periodic
premium is received. In these instances, the Policy owner will incur a charge
for insurance protection prior to the time that insurance coverage under the
Policy is in force. However, an earlier Date of Policy has the potential
advantage, to the Policy owner, of an earlier Investment Start Date if a payment
is received.

Metropolitan Life will allocate net premiums to the Separate Account and/or
the Fixed Account on the Investment Start Date (see "Allocation of Premiums and
Cash Value"). The Investment Start Date is the later of (i) the Date of Policy
and (ii) the date the first premium for a Policy is received at the Designated
Office.

PREMIUMS

PAYMENT OF PREMIUMS. Each Policy owner will determine a planned periodic
premium schedule that provides for the payment of a level premium at fixed
intervals for a specified period of time. After payment of the first planned
periodic premium, the Policy owner is not required to pay premiums in accordance
with the planned periodic premium schedule.

MOREOVER THE PAYMENT OF PLANNED PERIODIC PREMIUMS WILL NOT GUARANTEE THAT
THE POLICY REMAINS IN FORCE. Instead, the duration of the Policy depends upon
the Policy's cash value (see "Policy Termination and
Reinstatement--Termination").

The Policy owner must designate in the application one of the following ways
to pay the planned periodic premium. The Policy owner may elect to pay the
planned periodic premium annually, semi-annually or through a payroll deduction
plan as permitted by Metropolitan Life.

Subject to the minimum and maximum premium limitations described below, a
Policy owner may make unscheduled premium payments at any time in any amount.
The Policy, therefore, provides the owner with the flexibility to vary the
frequency and amount of premium payments to reflect changing financial
conditions.

All premium payments after the initial premium payment are credited to the
Separate Account or Fixed Account as of the Date of Receipt.

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PREMIUM LIMITATIONS. Except as described below, the total of all premiums
paid, both planned and unplanned, can never exceed the then current maximum
premium limitation determined by Internal Revenue Code rules relating to the
definition of life insurance. If at any time a premium is paid that would result
in total premiums exceeding the then current maximum premium limitations,
Metropolitan Life will accept only that portion of the premium that will make
total premiums equal the limit. Any part of the premium in excess of that amount
will be refunded, and no further premiums will be accepted until allowed by the
maximum premium limitations. Premium payments that cause the minimum death
benefit as described under "Policy Benefits--Minimum Death Benefit" above to
exceed the death benefit then in effect under the death benefit option chosen
may require evidence of insurability satisfactory to Metropolitan Life, in order
to be accepted. These limitations will not apply to any premium that is required
to be paid in order to prevent the Policy from terminating.

There may be cases where the total of all premiums paid could cause the
Policy to be classified as a modified endowment contract (see "Federal Tax
Matters"). The annual statement (see "Reports") sent to each Policy owner will
include information regarding the modified endowment contract status of a
Policy. In cases where a Policy is not an irrevocable modified endowment
contract, the annual statement will indicate what action the Policy owner can
take to reverse the modified endowment contract status of the Policy.

The first premium may not be less than the planned premium. Every planned
premium payment after the first Policy year must be at least $100 on an annual
basis or a semi-annual basis. Every unplanned premium payment must be at least
$100. Premium payments less than these minimum amounts will be refunded to the
Policy owner. These minimum premium limits can be increased by Metropolitan
Life. No increase will take effect until 90 days after notice is sent to the
Policy owner.

Metropolitan Life reserves the right not to extend an offer to sell the
Policies to any group or individual associated with such group if the total
amount of annual premium that is expected to be paid in connection with all
Policies sold to the group or individuals associated with such group is less
than $250,000. This annual premium limitation applies in addition to the
individual Policy premium minimum described in the prior paragraph.

ALLOCATION OF PREMIUMS AND CASH VALUE

NET PREMIUMS. The net premium equals the premium paid less premium expense
charges (see "Charges and Deductions--Premium Expense Charges").

ALLOCATION OF NET PREMIUMS. In the application (in the case where the Owner
is an individual) or in the delivery receipt (in the case where the Owner is
other than an individual) for a Policy, the Policy owner indicates the initial
allocation of net premiums among the investment divisions of the Separate
Account. The Policy owner determines in the application what portion, if any, of
net premiums is to be allocated to the Fixed Account. Allocation percentages
must be in whole numbers; for example, 33 1/3% may not be chosen. Allocations
with respect to the Fixed Account are effective as of the Investment Start Date.
Allocations with respect to the investment divisions of the Separate Account are
effective as of the end of the free-look period; prior to the end of the
free-look period, net premium payments allocated to the investment divisions of
the Separate Account will be invested in the MetLife Money Market Portfolio as
of the Investment Start Date (see "Is there a 'Free Look' Period?").The Policy
owner may change the allocation of future net premiums without charge at any
time, after the end of the free-look period, by providing Metropolitan Life with
written notification at the Designated Office. The change will be effective as
of the Date of Receipt of the notice at the Designated Office.

The Policy's cash value in the investment divisions of the Separate Account
will vary with the investment experience of these investment divisions, and the
Policy owner bears this investment risk. Policy owners should periodically
review their allocations of net premiums and cash values in light of market
conditions and their overall financial planning requirements.

CASH VALUE TRANSFERS. After the end of the free-look period (see "Is there
a 'Free Look' Period?"), the Policy owner may transfer cash value between the
Fixed Account and the investment divisions of the Separate Account and among the
investment divisions of the Separate Account. At the present time, there is no
charge for the first six transfers in any Policy year. A charge of $25 will be
assessed when any additional amounts are transferred in the same Policy year
(see "Charges and Deductions--Transfer Charge"). Metropolitan Life reserves the
right in the future to assess a charge against all transfers. There is no charge
for any transfer made pursuant to a systematic investment strategy. In addition,
transfers made pursuant to any systematic investment strategy are not included
in the six charge-free transfers permitted each Policy year (see "Systematic
Investment Strategies"). A free transfer will be permitted for a transfer of the
entire amount in the Separate Account to the Fixed Account at any time during
the first 24 Policy months (see "Policy Rights-- Exchange Privilege"). The
minimum amount that may be transferred, other than pursuant to a systematic
investment

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strategy, is the lesser of $50 or the total amount in an investment division or
the Fixed Account. The maximum amount that may be transferred or withdrawn from
the Fixed Account in any Policy year is the greater of $50 or 25% of the largest
amount in the Fixed Account over the last four Policy years. This limit does not
apply to a full surrender, to any loans taken or to any transfers made under a
systematic investment strategy (see "Systematic Investment Strategies").
Transferring cash value from one or more investment divisions and/or the Fixed
Account into one or more other investment divisions and/or the Fixed Account
counts as one transfer. Metropolitan Life reserves the right to delay the
transfer, withdrawal, surrender and payment of policy loans of amounts from the
Fixed Account for up to six months (see "The Fixed Account--Transfers,
Withdrawals, Surrenders, and Policy Loans"). Metropolitan Life will effectuate
transfers and determine all values in connection with transfers as of the Date
of Receipt of written notice at the Designated Office.

There is no charge for transfers resulting from Policy loans and loan
repayments and they will not count against the six charge-free transfers in a
Policy year. Transfers are not taxable transactions under current law. Transfer
requests must be in writing in a form acceptable to Metropolitan Life.

SYSTEMATIC INVESTMENT STRATEGIES. Metropolitan Life may permit the Policy
owner to submit a written authorization directing Metropolitan Life to make
transfers on a continuing periodic basis from one investment division to another
or to the Fixed Account. Metropolitan Life offers four such investment
strategies: the "Equity Generator," the "Equalizer," the "Allocator," and the
"Rebalancer." Only one systematic investment strategy may be in effect at any
one time. The Owner may submit a written request electing a strategy or
directing Metropolitan Life to cancel a strategy at any time.

Under the "Equity Generator," Policy owners may have the interest earned on
amounts in the Fixed Account transferred to the MetLife Stock Index Division or
the State Street Research Aggressive Growth Division, as elected by the Policy
owner. Any such transfer from the Fixed Account to the MetLife Stock Index
Division or the State Street Research Aggressive Growth Division will be made at
the beginning of each Policy month following the Policy month in which the
interest is earned. The transfer will only be made for a month during which at
least $20.00 in interest is earned. Amounts earned during a month in which less
than $20.00 in interest is earned will remain in the Fixed Account.

Under the "Equalizer," at the beginning of each Policy quarter, a transfer
is made from the MetLife Stock Index Division or the State Street Research
Aggressive Growth Division, as elected by the Policy owner, to the Fixed Account
or from the Fixed Account to such elected investment division in order to make
the Fixed Account and such elected investment division equal in value. While the
"Equalizer" is in effect, any cash value transfer out of the MetLife Stock Index
Division or the State Street Research Aggressive Growth Division that is not
part of this systematic investment strategy will automatically terminate the
"Equalizer" election. The Policy owner may then reelect the "Equalizer"
strategy.

Under the "Allocator," at the beginning of each Policy month, an amount
designated by the Policy owner is transferred from the MetLife Money Market
Division to the Fixed Account and/or any investment division(s) specified by the
Owner. The Policy owner may choose to do this in one of the following three
ways: (1) designating an amount to be transferred from the MetLife Money Market
Division each month until amounts in that investment division are exhausted; (2)
designating an amount to be transferred from the MetLife Money Market Division
for a certain number of months; or (3) designating a total amount to be
transferred from the MetLife Money Market Division in equal monthly installments
over a certain number of months. The Policy owner's designations must allow the
"Allocator" to remain in effect for at least three months.

Under the "Rebalancer," Policy owners may elect the periodic redistribution
of cash value so that the cash value is allocated among the Fixed Account and
the investment divisions of the Separate Account in the same proportion as the
net premiums are allocated. Metropolitan Life will redistribute the cash value
at the beginning of each Policy quarter.

POLICY TERMINATION AND REINSTATEMENT

TERMINATION. If the cash surrender value on any monthly anniversary is
insufficient to cover the monthly deduction, Metropolitan Life will notify the
Policy owner and any assignee of record of that shortfall. In either case, the
Policy owner will then have a grace period of 61 days, measured from the monthly
anniversary, to make sufficient payment. The minimum necessary payment must be
an amount sufficient to keep the Policy in force for two months after the
premium expense charges have been deducted. Failure to make a sufficient payment
within the grace period will result in termination of the Policy. The Policy
terminates without any cash surrender value. If the insured dies during the
grace period, the insurance proceeds will still be payable, but any due and
unpaid monthly deductions will be deducted from the proceeds.

REINSTATEMENT. A terminated Policy may be reinstated anytime within 3 years
(5 years in Missouri) after the end of the grace period and before the Final
Date by submitting the following items to Metropolitan Life: (1) a written
application for reinstatement; (2) evidence of insurability satisfactory to
Metropolitan Life; and (3) a premium that, after the deduction

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of the premium expense charges (see "Charges and Deductions--Premium Expense
Charges"), is large enough to cover the monthly deductions for at least the two
Policy months commencing with the effective date of reinstatement.

Indebtedness on the date of termination will be cancelled and need not be
repaid and will not be reinstated. The amount of cash surrender value on the
date of reinstatement will be equal to two monthly deductions plus any amount of
net premiums paid at reinstatement in excess of the amount of premium required
above to reinstate the Policy.

The date of reinstatement will be the date of approval of the application
for reinstatement. The terms of the original Policy, including the insurance
rates provided therein, will apply to the reinstated Policy. A reinstated Policy
is subject to a new two year period of contestability (see "Other Policy
Provisions--Incontestability").

CHARGES AND DEDUCTIONS

PREMIUM EXPENSE CHARGES

SALES LOAD. A charge (which may be deemed to be a sales load as defined in
the 1940 Act) is deducted from each premium payment received by Metropolitan
Life as described below. For Policies issued prior to May 1, 1996 or to or in
connection with a large group, the sales charge is up to 1% of premiums paid.
For Policies issued to or in connection with other groups on or after May 1,
1996, the sales charge may be up to 9% of premiums paid in each of the first ten
Policy years and up to 3% of premiums paid in each Policy year thereafter until
the total of such payments in each such Policy year equals the annual target
premium for that year. For these Policies, the sales charge is reduced to 0% for
payments made in excess of the annual target premium in any Policy year. The
actual sales charge varies based upon factors described under "Variations in
Charges."

For Policies issued in connection with groups other than large groups, if a
Policy is surrendered at any time during the first three Policy years, any sales
load deducted within 365 days prior to the date the request for surrender is
received at Metropolitan Life's Designated Office will be refunded.

The amount of the sales load from the premium expense charge in any Policy
year cannot be specifically related to actual sales expenses for that year,
which include any sales compensation and costs of prospectuses, other sales
material and advertising. To the extent that sales expenses are not recovered
from the charges for sales load, such expenses will be recovered from other
sources, including any excess accumulated charges for mortality and expense
risks under the Policies, any other gains attributable to operations with
respect to the Policies and Metropolitan Life's general assets and surplus.
Metropolitan Life does not anticipate that all its total sales expenses will be
recovered from the sales charges. In no case will the premium expense charge
exceed any maximum imposed by state insurance law including that of New York
State. This may necessitate reduced premium expense charges, particularly at
certain higher issue ages.

ADMINISTRATIVE CHARGE. An administrative charge of up to 1.05% of premiums
paid is deducted from all premium payments.

The administrative charge is used to compensate Metropolitan Life for
expenses incurred in administering, issuing and underwriting the Policy. These
expenses include the cost of processing applications, conducting medical
examinations, determining insurability and the insured's risk class, and
establishing policy records.

The administrative charge is reduced by 1% on the portion of any premiums
paid in a Policy year which exceeds the target premium (see "Definitions").

TAX CHARGES. Two charges are currently made for taxes related to premiums.
These taxes include any federal, state or local taxes measured by or based on
the amount of premiums received by Metropolitan Life. A charge of 1.2% of each
premium payment is made to compensate Metropolitan Life for its increased
federal income tax as a result of premiums received in connection with the
Policy ("DAC tax charge"). An additional charge is made for state premium taxes
of 2.25% of each premium payment. Premium taxes vary from state to state, and
may be zero in some cases. The 2.25% rate approximates the average tax rate
expected to be paid on premiums from all states.

TRANSFER CHARGE

At the present time, a charge of $25 will be assessed against the cash value
of a Policy when amounts are transferred among the investment divisions of the
Separate Account and between the investment divisions and the Fixed Account more
than six times in any Policy year. There is no charge for any transfer made
pursuant to a systematic investment strategy. In addition transfers made
pursuant to any systematic investment strategy are not included in the six
charge-free transfers permitted each Policy year (see "Systematic Investment
Strategies"). Metropolitan Life reserves the right in

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the future to assess a charge against all transfers. The charge will be
allocated among the Fixed Account and each investment division of the Separate
Account from which amounts are transferred in the same proportion that the
amounts transferred from the Fixed Account and the amounts transferred from each
investment division bear to the total amount transferred, when the requested
transfer is effected. Thus, for example, if a request is received for a transfer
of $100, cash value in the amount of $100 will be deducted from the particular
investment division(s), with $100 being transferred to the requested new
investment division(s). The $25 would be deducted based on the cash value in
each investment division from which amounts are transferred at the time of the
transfer. Transfers resulting from Policy loans and loan repayments will not be
charged and will not count against the six charge-free transfers in a Policy
year. In addition, during the first 24 Policy months, a complete transfer of all
amounts in the investment divisions of the Separate Account to the Fixed Account
will not be charged and will not count as one of the six charge-free transfers
in a Policy year (see "Policy Rights--Exchange Privilege").

MONTHLY DEDUCTION FROM CASH VALUE

The monthly deduction from cash value includes the cost of term insurance
charge, the charge for any accidental death benefit rider, disability waiver
rider or the yearly renewable term rider (see "Policy Benefits--Optional
Insurance Benefits") and the charge for mortality and expense risks. The cost of
term insurance charge and the charge for mortality and expense risks are
discussed separately in the paragraphs that follow. The monthly deduction will
also include a charge for requested increases in the death benefit for the month
in which the increase occurs, as discussed more fully under "Policy
Benefits--Increases".

The monthly deduction will be deducted as of each monthly anniversary
commencing with the Date of Policy. The monthly deduction (excluding the monthly
mortality and expense risk charge) will be allocated among the Fixed Account and
each investment division of the Separate Account on a Pro Rata Basis. The
monthly mortality and expense risk charge will be allocated proportionally to
values in each investment division of the Separate Account. See "Payment and
Allocation of Premiums-Issuance of a Policy", regarding when insurance coverage
starts under a newly issued Policy.

COST OF TERM INSURANCE. Because the cost of term insurance depends upon a
number of variables, it can vary from month to month. Metropolitan Life will
determine the monthly cost of term insurance charge by multiplying the
applicable cost of term insurance rate or rates by the term insurance amount for
each Policy month. The term insurance amount for a Policy month is (a) the death
benefit at the beginning of the Policy month divided by 1.0032737 (a discount
factor to account for return deemed to be earned during the month), less (b) the
cash value at the beginning of the Policy month.

The term insurance amount may be affected by changes in the cash value or in
the specified face amount of the Policy and will be greater for owners who have
selected Death Benefit Option B or C than for those who have selected Death
Benefit Option A (see "Policy Benefits--Death Benefits"), assuming the same
specified face amount in each case, assuming no withdrawals have been made and
assuming that the minimum death benefit is not in effect. Since the death
benefit under Option A remains constant while the death benefit under Options B
and C vary with the cash value and premiums paid, respectively (assuming no
withdrawals have been made from the Policy), all cash value increases will
generally reduce the term insurance amount under Option A but not under Option B
or C. However, the term insurance amount under Option C will generally be
reduced by cash value increases resulting from investment experience or interest
credited. If the term insurance amount is greater, the cost of insurance will be
greater. If the minimum death benefit is in effect (see "Death Benefit
Options--Minimum Death Benefit"), then the cost of term insurance may vary
directly with the cash value under all death benefit options.

The cost of term insurance is zero after the Final Date.

If more than one rate class is in effect under a Policy (see "Rate Class"),
the cost of term insurance will decrease if a Policy owner converts from Option
A to Option B or C and will increase if a Policy owner converts from Option B or
C to Option A.

COST OF TERM INSURANCE RATE. Cost of term insurance rates are based on the
sex (except in Montana and Massachusetts, and in the case of Policies sold in
connection with certain corporate sponsored plans), age, underwriting and rate
class of the insured. The actual monthly cost of term insurance rates will be
based on Metropolitan Life's expectations as to future experience. They will
not, however, be greater than the guaranteed cost of term insurance rates set
forth in the Policy. These guaranteed rates are based on certain of the 1980
Commissioners Standard Ordinary Mortality Tables and the insured's sex (except
where unisex is required, as noted above), and age. The Tables used for this
purpose set forth different mortality estimates for males and females (except as
qualified above). Any change in the cost of term insurance rates will apply to
all persons of the same insuring age, sex (except as qualified above),
underwriting and rate class

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whose Policies have been in force for the same length of time. Metropolitan Life
reviews its cost of term insurance rates periodically and may adjust the rates
from time to time.

UNDERWRITING CLASS. The underwriting class of an insured affects the cost
of term insurance rate. There are three underwriting classes: Guaranteed Issue,
Simplified Underwriting, and Full Underwriting. Generally, Guaranteed Issue
rates are greater than or equal to Simplified Issue rates. Simplified Issue
rates are greater than or equal to Full Underwriting rates. Because only limited
underwriting information is obtained in Guaranteed Issue and Simplified
Underwriting, issuances of Policies under these underwriting classes may present
additional mortality cost to Metropolitan Life relative to those issued under
Full Underwriting and therefore result in higher cost of term insurance rates
for the Policy.

RATE CLASS. The rate class of an insured affects the cost of term insurance
rate. Metropolitan Life currently places insureds into a standard rate class or
rate classes involving a higher mortality risk. For Ages 20 and over, each such
rate class may be further divided into a smoker division and a nonsmoker
division. In an otherwise identical Policy, insureds in the standard rate class
will have a lower cost of term insurance than those in the rate class with the
higher mortality risk. Also, those insureds in the nonsmoker division of a rate
class will have a lower cost of term insurance than those in the smoker division
of the same rate class. In addition, females will have a lower cost of term
insurance than males in the same rate class (except in Montana and
Massachusetts, and in the case of Policies sold in connection with certain
corporate sponsored plans).

If a Policy owner requests a specified face amount increase at a time when
the insured is in a less favorable rate class or division than previously, a
correspondingly higher cost of insurance rate will apply to that portion of the
underwritten term insurance amount attributable to the increase. On the other
hand, if the insured's rate class or division improves, the lower cost of
insurance rate will apply to the entire underwritten term insurance amount.

CHARGE FOR MORTALITY AND EXPENSE RISKS. A monthly charge currently
equivalent to an effective annual rate of up to .60% (up to .30% after the ninth
policy year) of the monthly Policy cash value in the Separate Account is imposed
to compensate Metropolitan Life for its assumption of certain mortality and
expense risks and is guaranteed not to exceed an effective annual rate of .90%.
Because the Policies have been offered only since 1993, the reduced current
mortality and expense risk charge after the ninth Policy year has not yet taken
effect as to any Policy.

The mortality risk assumed is that insureds may live for a shorter period of
time than estimated (i.e., the period of time based on the appropriate 1980
Commissioners Standard Ordinary Mortality Table) and, thus, a greater amount of
death benefits than expected will be payable. The expense risk assumed is that
expenses incurred in issuing and administering the Policies will be greater than
estimated. Metropolitan Life will realize a gain if the charges prove ultimately
to be more than sufficient to cover its actual costs of such mortality and
expense commitments. If the charges are not sufficient, the loss will fall on
Metropolitan Life. If its estimates of future mortality and expense experience
are accurate, Metropolitan Life anticipates that it will realize a profit from
the mortality and expense risk charge; however if such estimates are inaccurate,
Metropolitan Life could incur a loss.

VARIATIONS IN CHARGES

Sales and/or administrative charges may vary by group. Variations will
depend upon the anticipated sales and/or administrative costs, respectively,
associated with the sale of the Policy to the group or individuals associated
with the group. Similarly, the charge for mortality and expense risks may vary
by group. Variations in this charge will depend upon the nature of the group and
individuals associated with the group. For example, if Metropolitan Life
anticipates that, because of the nature of the group and individuals associated
with the group, there is a greater risk that the mortality and administrative
expense charges that could be made under the Policies would be insufficient to
cover actual mortality and administrative expense costs, the mortality and
expense risk charge would be higher.

Variations in the charges will be made in accordance with Metropolitan
Life's established and uniformly applied administrative procedures that are in
effect at the time of the application for the Policy. Factors considered by
Metropolitan Life in determining charges include, but are not limited to, the
following: the nature of the group and its organizational framework; the method
by which sales will be made to the individuals associated with the group; the
facility with which premiums will be paid; the group's capabilities with respect
to administrative tasks; the anticipated persistency of the Policies; the size
of the group and the number of years it has been in existence; and the aggregate
amount of premiums expected to be paid on Policies owned by the group or
individuals associated with the group. Any variations in charges will be
reasonable and will not be unfairly discriminatory to the interests of any
Policy owner.

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CHARGES AGAINST THE SEPARATE ACCOUNT

CHARGE FOR INCOME TAXES. Currently, no charge is made against the Separate
Account for income taxes. However, Metropolitan Life may decide to make such a
charge in the future (see "Federal Tax Matters-Taxation of Metropolitan Life").

GUARANTEE OF CERTAIN CHARGES

Metropolitan Life guarantees, and may not increase, the charges deducted
from premiums with respect to the Policies.

OTHER CHARGES

FUND INVESTMENT MANAGEMENT FEE AND OTHER EXPENSES. Shares of the Fund are
purchased for the Separate Account at their net asset value. The net asset value
of Fund shares is determined after deduction of the fee for investment
management services and the deduction of direct expenses from the assets of the
Fund as more fully described under "What are Separate Account UL, the Fixed
Account and the Metropolitan Series Fund?" on page 5 and in the attached
prospectus for the Fund.

ILLUSTRATIONS OF DEATH BENEFITS AND CASH VALUES AND ACCUMULATED PREMIUMS

The tables in this section illustrate the way in which a Policy's death
benefit and cash value could vary over an extended period of time assuming that
all premiums are allocated to and remain in the Separate Account for the entire
period shown and hypothetical gross investment rates of return for the Fund
(i.e., investment income and capital gains and losses, realized or unrealized)
equivalent to constant gross (after tax) annual rates of 0%, 6% and 12%. The
tables are based on the payment of annual planned premiums (see
"Premiums--Premium Limitations"), for a specified face amount of $100,000 for
males aged 35 and 50. Each illustration assumes that the insured is in
Metropolitan Life's standard nonsmoker full underwriting risk classification.
Illustrations for an insured in Metropolitan Life's standard smoker full
underwriting risk classification would show, for the same age and premium
payments, lower cash values and, therefore, for the minimum death benefit and
death benefit Option B, lower death benefits. Illustrations for an insured in
Metropolitan Life's Simplified Issue or Guaranteed Issue classifications would
generally show, for the same age, smoking class, rating class and premium
payments, lower cash values than the corresponding full underwriting
illustration. In addition, these illustrations do not reflect the refund of
sales load discussed under "Charges and Deductions--Sales Load."

The death benefits and cash values would be different from those shown if
the actual gross investment rates of return averaged 0%, 6% or 12% over a period
of years, but fluctuated above or below such averages for individual policy
years. The values would also be different depending on the allocation of a
Policy's total cash value among the investment divisions of the Separate
Account, if the actual rates of return averaged 0%, 6% or 12% but the rates for
each portfolio of the Fund varied above and below such averages.

The amounts shown for the death benefits and cash values take into account
the deductions from premiums and the monthly deduction from cash value and the
daily charge to the Fund for investment management services equivalent to an
annual rate of .51% of the average daily value of the aggregate net assets of
the Fund (which represents a simple average of the maximum management fees
applicable to the eleven available portfolios of the Fund) and .13% for other
direct Fund expenses (the average of the expenses indicated in the chart of
"Metropolitan Series Fund Annual Expenses", under "What are Separate Account UL,
the Fixed Account and the Metropolitan Series Fund?"). The amounts do not
reflect proposed management fee revisions expected to take effect August 1,
1997. If such revisions were reflected, the death benefit and cash value amounts
would be lower.

The guaranteed charges illustrations assume: (1) a cost of insurance rate
equal to 100% of the maximum rates that could be charged based on the 1980
Commissioners Standard Ordinary Mortality tables; (2) a sales charge of 9% of
premiums paid up to one target premium in each of the first ten Policy years and
3% of premiums paid up to one target premium in each Policy year thereafter; (3)
an administrative charge of 1.05% of premiums paid up to one target premium and
.05% for amounts in excess of one target premium in all Policy years; (4) a 1.2%
DAC tax charge; (5) a 2.25% state premium tax charge; and (6) a mortality and
expense risk charge of .90% of the average daily value of the assets in the
Separate Account attributable to the Policies.

The current charges illustrations assume: (1) the current cost of insurance
rate; (2) a sales charge of 9% of premiums paid up to one target premium in each
of the first ten Policy years and 0% of premiums paid up to one target premium
in each Policy year thereafter; (3) an administrative charge of 1.05% of
premiums paid up to one target premium and .05%

25
<PAGE>

of premiums paid in excess of one target premium in Policy years one through
ten; and .05% of all premiums paid in Policy years eleven and after; (4) a 1.2%
DAC tax charge; (5) a 2.25% state premium tax charge; and (6) a mortality and
expense risk charge of .60% (.30% after the ninth Policy year) of the average
daily value of the assets in the Separate Account attributable to the Policies.

The tables are based on a minimum death benefit calculation using the
Guideline Premium/Cash Value Corridor test. Certain tables have been footnoted
to indicate differences in total cash value and total death benefit that arise
when the Cash Value Accumulation test rather than the Guideline Premium/Cash
Value Corridor test is used to determine minimum death benefit (see "Death
Benefit Options--Minimum Death Benefit"). In general the death benefit
calculated using the Cash Value Accumulation test will be equal to or greater
than the death benefit calculated using the Guideline Premium/ Cash Value
Corridor test.

Taking account of the investment management fees and other Fund expenses,
the gross annual investment rates of return of 0%, 6% and 12% correspond to
actual (or net) annual rates of: -.64%, 5.32% and 11.28%, respectively.

The hypothetical returns shown in the tables do not reflect any charges for
income taxes against the Separate Account since no such charges are currently
made. However, if in the future such charges are made, in order to produce the
death benefits and cash values illustrated, the gross annual investment rate of
return would have to exceed 0%, 6% or 12% by a sufficient amount to cover the
tax charges. (See "Federal Tax Matters--Taxation of Metropolitan Life".)

The second column of the tables shows the amount which would accumulate if
an amount equal to the annual planned premium were invested to earn interest,
after taxes, at 5% compounded annually.

Upon request, Metropolitan Life will furnish an illustration reflecting the
proposed insured's age, sex, the specified face amount or premium amount
requested, frequency of planned periodic premium payments, death benefit option
selected and any available rider requested. When the yearly renewable term rider
is available, an additional illustration may be requested showing the effect on
Policy benefits of obtaining a portion of the coverage under such rider.

26
<PAGE>
FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY(1)
MALE ISSUE AGE 35
STANDARD NONSMOKER FULL UNDERWRITING RISK
SPECIFIED FACE AMOUNT: $100,000--DEATH BENEFIT OPTION A
GUARANTEED MAXIMUM CHARGES

<TABLE>
<CAPTION>
TOTAL CASH VALUE(2) TOTAL DEATH BENEFIT(2)
ASSUMING HYPOTHETICAL ASSUMING HYPOTHETICAL
PREMIUMS GROSS ANNUAL INVESTMENT GROSS ANNUAL INVESTMENT
END OF ACCUMULATED RATES OF RETURN RATES OF RETURN OF
POLICY AT 5% INTEREST --------------------------------- -------------------------------------
YEAR PER YEAR 0% 6% 12% 0% 6% 12%
------- -------------- --------- --------- ----------- ----------- ----------- -----------
<C> <S> <C> <C> <C> <C> <C> <C> <C>
1 ..................... $ 1,050 $ 639 $ 683 $ 727 $ 100,000 $ 100,000 $ 100,000
2 ..................... 2,153 1,253 1,381 1,515 100,000 100,000 100,000
3 ..................... 3,310 1,844 2,095 2,368 100,000 100,000 100,000
4 ..................... 4,526 2,409 2,823 3,292 100,000 100,000 100,000
5 ..................... 5,802 2,945 3,564 4,292 100,000 100,000 100,000
6 ..................... 7,142 3,451 4,315 5,372 100,000 100,000 100,000
7 ..................... 8,549 3,926 5,075 6,542 100,000 100,000 100,000
8 ..................... 10,027 4,366 5,843 7,807 100,000 100,000 100,000
9 ..................... 11,578 4,772 6,617 9,177 100,000 100,000 100,000
10 ..................... 13,207 5,141 7,396 10,661 100,000 100,000 100,000
15 ..................... 22,657 6,670 11,653 20,660 100,000 100,000 100,000
20 ..................... 34,719 6,826 15,698 36,108 100,000 100,000 100,000
25 ..................... 50,113 4,801 18,720 60,770* 100,000 100,000 100,000*
30 ..................... 69,761 0(4) 19,366 102,009* 0(4) 100,000 124,451*(3)
</TABLE>

- ---------

(1) Assumes annual planned premium payments of $1,000 paid in full at beginning
of each Policy year. The values would vary from those shown if the amount or
frequency of payments varies.

(2) Assumes no policy loan or partial withdrawal has been made. Excessive loans
or withdrawals, adverse investment performance or insufficient premium
payments may cause the Policy to terminate because of insufficient cash
value.

(3) Minimum death benefit applies; see "Death Benefit Options--Minimum Death
Benefit" for further details.

* If the Cash Value Accumulation test had been used, the following changes
would apply:

<TABLE>
<CAPTION>
YR. CASH YR. DEATH
-- VALUE -- BENEFIT
--------- ---------
<S> <C> <C> <C> <C> <C> <C>
25 ........................ 60,384 25 ........................ 120,315
30 ........................ 96,245 30 ........................ 169,459
</TABLE>

(4) Zero values in cash value and death benefit indicate termination of coverage
in the absence of a sufficient additional premium payment; see "Payment and
Allocation of Premiums--Termination" for further details.

IT IS EMPHASIZED THAT THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN ABOVE
ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR
FUTURE INVESTMENT RATES OF RETURN. ACTUAL INVESTMENT RATES OF RETURN MAY BE MORE
OR LESS THAN THOSE SHOWN AND WILL DEPEND UPON A NUMBER OF FACTORS, INCLUDING THE
PREMIUM AND CASH VALUE ALLOCATIONS MADE BY AN OWNER AND THE DIFFERENT RATES OF
RETURN OF THE FUND PORTFOLIOS. THE DEATH BENEFIT AND CASH VALUE FOR A POLICY
WOULD BE DIFFERENT FROM THOSE SHOWN IF THE ACTUAL INVESTMENT RATES OF RETURN
AVERAGED 0%, 6% AND 12% OVER A PERIOD OF YEARS, BUT FLUCTUATED ABOVE OR BELOW
THOSE AVERAGES FOR INDIVIDUAL POLICY YEARS OR IF ANY PREMIUMS WERE ALLOCATED OR
CASH VALUE TRANSFERRED TO THE FIXED ACCOUNT. NO REPRESENTATIONS CAN BE MADE BY
METROPOLITAN LIFE OR THE FUND THAT THESE HYPOTHETICAL RATES OF RETURN CAN BE
ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.

27
<PAGE>
FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY(1)
MALE ISSUE AGE 35
STANDARD NONSMOKER FULL UNDERWRITING RISK
SPECIFIED FACE AMOUNT: $100,000--DEATH BENEFIT OPTION B
GUARANTEED MAXIMUM CHARGES

<TABLE>
<CAPTION>
TOTAL CASH VALUE(2) TOTAL DEATH BENEFIT(2)
ASSUMING HYPOTHETICAL ASSUMING HYPOTHETICAL
PREMIUMS GROSS ANNUAL INVESTMENT GROSS ANNUAL INVESTMENT
END OF ACCUMULATED RATES OF RETURN RATES OF RETURN OF
POLICY AT 5% INTEREST ------------------------------- -------------------------------------
YEAR PER YEAR 0% 6% 12% 0% 6% 12%
------- -------------- --------- --------- --------- ----------- ----------- -----------
<C> <S> <C> <C> <C> <C> <C> <C> <C>
1 .......................... $ 1,050 $ 637 $ 681 $ 725 $ 100,637 $ 100,681 $ 100,725
2 .......................... 2,153 1,249 1,376 1,509 101,249 101,376 101,509
3 .......................... 3,310 1,834 2,084 2,355 101,834 102,084 102,355
4 .......................... 4,526 2,392 2,804 3,269 102,392 102,804 103,269
5 .......................... 5,802 2,920 3,533 4,253 102,920 103,533 104,253
6 .......................... 7,142 3,415 4,268 5,313 103,415 104,268 105,313
7 .......................... 8,549 3,876 5,009 6,453 103,876 105,009 106,453
8 .......................... 10,027 4,301 5,751 7,679 104,301 105,751 107,679
9 .......................... 11,578 4,688 6,494 8,998 104,688 106,494 108,998
10 .......................... 13,207 5,034 7,234 10,416 105,034 107,234 110,416
15 .......................... 22,657 6,396 11,143 19,707 106,396 111,143 119,707
20 .......................... 34,719 6,272 14,399 33,045 106,272 114,399 133,045
25 .......................... 50,113 3,878 15,810 51,788 103,878 115,810 151,788
30 .......................... 69,761 0(3) 13,510 77,727 0(3) 113,510 177,727
</TABLE>

- ---------

(1) Assumes annual planned premium payments of $1,000 paid in full at beginning
of each Policy year. The values would vary from those shown if the amount or
frequency of payments varies.

(3) Zero values in cash value and death benefit indicate termination of
insurance coverage in the absence of a sufficient additional premium
payment; see "Payment and Allocation of Premiums--Termination" for further
details.

28
<PAGE>
FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY(1)
MALE ISSUE AGE 35
STANDARD NONSMOKER FULL UNDERWRITING RISK
SPECIFIED FACE AMOUNT: $100,000--DEATH BENEFIT OPTION C
GUARANTEED MAXIMUM CHARGES

<TABLE>
<CAPTION>
TOTAL CASH VALUE(2) TOTAL DEATH BENEFIT(2)
ASSUMING HYPOTHETICAL ASSUMING HYPOTHETICAL
PREMIUMS GROSS ANNUAL INVESTMENT GROSS ANNUAL INVESTMENT
END OF ACCUMULATED RATES OF RETURN RATES OF RETURN OF
POLICY AT 5% INTEREST ------------------------------- -------------------------------------
YEAR PER YEAR 0% 6% 12% 0% 6% 12%
------- -------------- --------- --------- --------- ----------- ----------- -----------
<C> <S> <C> <C> <C> <C> <C> <C> <C>
1 ........................... $ 1,050 $ 636 $ 681 $ 725 $ 101,000 $ 101,000 $ 101,000
2 ........................... 2,153 1,247 1,374 1,507 102,000 102,000 102,000
3 ........................... 3,310 1,830 2,080 2,352 103,000 103,000 103,000
4 ........................... 4,526 2,384 2,797 3,263 104,000 104,000 104,000
5 ........................... 5,802 2,906 3,521 4,244 105,000 105,000 105,000
6 ........................... 7,142 3,394 4,251 5,300 106,000 106,000 106,000
7 ........................... 8,549 3,846 4,983 6,436 107,000 107,000 107,000
8 ........................... 10,027 4,258 5,716 7,658 108,000 108,000 108,000
9 ........................... 11,578 4,629 6,447 8,974 109,000 109,000 109,000
10 ........................... 13,207 4,956 7,173 10,391 110,000 110,000 110,000
15 ........................... 22,657 6,135 10,961 19,740 115,000 115,000 115,000
20 ........................... 34,719 5,555 13,940 33,558 120,000 120,000 120,000
25 ........................... 50,113 2,026 14,654 54,334 125,000 125,000 125,000
30 ........................... 69,761 0(3) 10,432 87,287* 0(3) 130,000 130,000*
</TABLE>

- ---------

(1) Assumes annual planned premium payments of $1,000 paid in full at beginning
of each Policy year. The values would vary from those shown if the amount or
frequency of payments varies.

* If the Cash Value Accumulation test had been used, the following changes
would apply:

<TABLE>
<CAPTION>
YR. CASH YR. DEATH
-- VALUE -- BENEFIT
--------- ---------
<S> <C> <C> <C> <C> <C> <C>
30 ........................ 86,616 30 ........................ 152,505
</TABLE>

29
<PAGE>
FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY(1)
MALE ISSUE AGE 35
STANDARD NONSMOKER FULL UNDERWRITING RISK
SPECIFIED FACE AMOUNT: $100,000--DEATH BENEFIT OPTION A
CURRENT CHARGES

<TABLE>
<CAPTION>
TOTAL CASH VALUE(2) TOTAL DEATH BENEFIT(2)
ASSUMING HYPOTHETICAL ASSUMING HYPOTHETICAL
PREMIUMS GROSS ANNUAL INVESTMENT GROSS ANNUAL INVESTMENT
END OF ACCUMULATED RATES OF RETURN RATES OF RETURN OF
POLICY AT 5% INTEREST --------------------------------- -------------------------------------
YEAR PER YEAR 0% 6% 12% 0% 6% 12%
------- -------------- --------- --------- ----------- ----------- ----------- -----------
<C> <S> <C> <C> <C> <C> <C> <C> <C>
1 ....................... $ 1,050 $ 777 $ 825 $ 874 $ 100,000 $ 100,000 $ 100,000
2 ....................... 2,153 1,539 1,685 1,837 100,000 100,000 100,000
3 ....................... 3,310 2,288 2,580 2,896 100,000 100,000 100,000
4 ....................... 4,526 3,017 3,507 4,059 100,000 100,000 100,000
5 ....................... 5,802 3,730 4,471 5,337 100,000 100,000 100,000
6 ....................... 7,142 4,430 5,476 6,748 100,000 100,000 100,000
7 ....................... 8,549 5,118 6,524 8,306 100,000 100,000 100,000
8 ....................... 10,027 5,794 7,619 10,026 100,000 100,000 100,000
9 ....................... 11,578 6,457 8,761 11,926 100,000 100,000 100,000
10 ....................... 13,207 7,130 9,983 14,068 100,000 100,000 100,000
15 ....................... 22,657 10,563 17,307 29,185 100,000 100,000 100,000
20 ....................... 34,719 13,483 26,344 54,467* 100,000 100,000 100,000*
25 ....................... 50,113 15,732 37,502 97,075* 100,000 100,000 130,080*(3)
30 ....................... 69,761 16,948 51,287 168,203* 100,000 100,000 205,208*(3)
</TABLE>

- ---------

(1) Assumes annual planned premium payments of $1,000 paid in full at beginning
of each Policy year. The values would vary from those shown if the amount or
frequency of payments varies.

(3) Minimum death benefit applies; see "Death Benefit Options--Minimum Death
Benefit" for further details.

* If the Cash Value Accumulation test had been used, the following changes
would apply:

<TABLE>
<CAPTION>
YR. CASH YR. DEATH
-- VALUE -- BENEFIT
--------- ---------
<S> <C> <C> <C> <C> <C> <C>
20 ........................ 54,385 20 ........................ 123,965
25 ........................ 95,765 25 ........................ 190,811
30 ........................ 163,023 30 ........................ 287,035
</TABLE>

30
<PAGE>
FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY(1)
MALE ISSUE AGE 35
STANDARD NONSMOKER FULL UNDERWRITING RISK
SPECIFIED FACE AMOUNT: $100,000--DEATH BENEFIT OPTION B
CURRENT CHARGES

<TABLE>
<CAPTION>
TOTAL CASH VALUE(2) TOTAL DEATH BENEFIT(2)
ASSUMING HYPOTHETICAL ASSUMING HYPOTHETICAL
PREMIUMS GROSS ANNUAL INVESTMENT GROSS ANNUAL INVESTMENT
END OF ACCUMULATED RATES OF RETURN RATES OF RETURN OF
POLICY AT 5% INTEREST --------------------------------- -------------------------------------
YEAR PER YEAR 0% 6% 12% 0% 6% 12%
------- -------------- --------- --------- ----------- ----------- ----------- -----------
<C> <S> <C> <C> <C> <C> <C> <C> <C>
1 ....................... $ 1,050 $ 776 $ 825 $ 873 $ 100,776 $ 100,825 $ 100,873
2 ....................... 2,153 1,537 1,683 1,834 101,537 101,683 101,834
3 ....................... 3,310 2,283 2,575 2,891 102,283 102,575 102,891
4 ....................... 4,526 3,010 3,499 4,048 103,010 103,499 104,048
5 ....................... 5,802 3,719 4,457 5,320 103,719 104,457 105,320
6 ....................... 7,142 4,414 5,455 6,721 104,414 105,455 106,721
7 ....................... 8,549 5,096 6,495 8,266 105,096 106,495 108,266
8 ....................... 10,027 5,765 7,578 9,970 105,765 107,578 109,970
9 ....................... 11,578 6,420 8,707 11,849 106,420 108,707 111,849
10 ....................... 13,207 7,084 9,913 13,964 107,084 109,913 113,964
15 ....................... 22,657 10,442 17,087 28,781 110,442 117,087 128,781
20 ....................... 34,719 13,210 25,743 53,114 113,210 125,743 153,114
25 ....................... 50,113 15,179 36,021 93,133 115,179 136,021 193,133
30 ....................... 69,761 15,898 47,812 158,881* 115,898 147,812 258,881*
</TABLE>

- ---------

(1) Assumes annual planned premium payments of $1,000 paid in full at beginning
of each Policy year. The values would vary from those shown if the amount or
frequency of payments varies.

* If the Cash Value Accumulation test had been used, the following changes
would apply:

<TABLE>
<CAPTION>
CASH DEATH
YR. VALUE YR. BENEFIT
- ------------------------------ --------- ------------------------------ ---------
<S> <C> <C> <C>
30............................ 158,644 30............................ 279,325
</TABLE>

31
<PAGE>
FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY(1)
MALE ISSUE AGE 35
STANDARD NONSMOKER FULL UNDERWRITING RISK
SPECIFIED FACE AMOUNT: $100,000--DEATH BENEFIT OPTION C
CURRENT CHARGES

<TABLE>
<CAPTION>
TOTAL CASH VALUE(2) TOTAL DEATH BENEFIT(2)
ASSUMING HYPOTHETICAL ASSUMING HYPOTHETICAL
PREMIUMS GROSS ANNUAL INVESTMENT GROSS ANNUAL INVESTMENT
END OF ACCUMULATED RATES OF RETURN RATES OF RETURN OF
POLICY AT 5% INTEREST --------------------------------- -------------------------------------
YEAR PER YEAR 0% 6% 12% 0% 6% 12%
------- -------------- --------- --------- ----------- ----------- ----------- -----------
<C> <S> <C> <C> <C> <C> <C> <C> <C>
1 ....................... $ 1,050 $ 776 $ 824 $ 873 $ 101,000 $ 101,000 $ 101,000
2 ....................... 2,153 1,537 1,683 1,834 102,000 102,000 102,000
3 ....................... 3,310 2,283 2,575 2,891 103,000 103,000 103,000
4 ....................... 4,526 3,008 3,497 4,048 104,000 104,000 104,000
5 ....................... 5,802 3,716 4,455 5,319 105,000 105,000 105,000
6 ....................... 7,142 4,409 5,452 6,721 106,000 106,000 106,000
7 ....................... 8,549 5,090 6,491 8,267 107,000 107,000 107,000
8 ....................... 10,027 5,756 7,574 9,973 108,000 108,000 108,000
9 ....................... 11,578 6,408 8,701 11,855 109,000 109,000 109,000
10 ....................... 13,207 7,067 9,907 13,975 110,000 110,000 110,000
15 ....................... 22,657 10,396 17,087 28,887 115,000 115,000 115,000
20 ....................... 34,719 13,093 25,797 53,662* 120,000 120,000 120,000*
25 ....................... 50,113 14,903 36,275 95,309* 125,000 125,000 127,714*(3)
30 ....................... 69,761 15,250 48,661 165,259* 130,000 130,000 201,616*(3)
</TABLE>

- ---------

(1) Assumes annual planned premium payments of $1,000 paid in full at beginning
of each Policy year. The values would vary from those shown if the amount or
frequency of payments varies.

(3) Minimum death benefit applies; see "Death Benefit Options--Minimum Death
Benefit" for further details.

* If the Cash Value Accumulation test had been used, the following changes
would apply:

<TABLE>
<CAPTION>
CASH DEATH
YR. VALUE YR. BENEFIT
- ------------------------------ --------- ------------------------------ ---------
<S> <C> <C> <C>
20............................ 53,661 20............................ 122,316
25............................ 94,574 25............................ 188,440
30............................ 161,075 30............................ 283,604
</TABLE>

32
<PAGE>
FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY(1)
MALE ISSUE AGE 50
STANDARD NONSMOKER FULL UNDERWRITING RISK
SPECIFIED FACE AMOUNT: $100,000--DEATH BENEFIT OPTION A
GUARANTEED CHARGES

<TABLE>
<CAPTION>
TOTAL CASH VALUE(2) TOTAL DEATH BENEFIT(2)
ASSUMING HYPOTHETICAL ASSUMING HYPOTHETICAL
PREMIUMS GROSS ANNUAL INVESTMENT GROSS ANNUAL INVESTMENT
END OF ACCUMULATED RATES OF RETURN RATES OF RETURN OF
POLICY AT 5% INTEREST --------------------------------- -------------------------------------
YEAR PER YEAR 0% 6% 12% 0% 6% 12%
------- -------------- --------- --------- ----------- ----------- ----------- -----------
<C> <S> <C> <C> <C> <C> <C> <C> <C>
1 ....................... $ 2,625 $ 1,448 $ 1,554 $ 1,661 $ 100,000 $ 100,000 $ 100,000
2 ....................... 5,381 2,822 3,124 3,440 100,000 100,000 100,000
3 ....................... 8,275 4,119 4,707 5,347 100,000 100,000 100,000
4 ....................... 11,314 5,331 6,296 7,389 100,000 100,000 100,000
5 ....................... 14,505 6,454 7,886 9,576 100,000 100,000 100,000
6 ....................... 17,855 7,483 9,474 11,924 100,000 100,000 100,000
7 ....................... 21,373 8,416 11,056 14,448 100,000 100,000 100,000
8 ....................... 25,066 9,248 12,632 17,171 100,000 100,000 100,000
9 ....................... 28,945 9,976 14,196 20,116 100,000 100,000 100,000
10 ....................... 33,017 10,592 15,744 23,306 100,000 100,000 100,000
15 ....................... 56,644 12,265 23,734 45,138 100,000 100,000 100,000
20 ....................... 86,798 8,664 29,683 81,522* 100,000 100,000 100,000*
25 ....................... 125,284 0(4) 30,447 144,607* 0(4) 100,000 154,729*(3)
30 ....................... 174,402 0(4) 16,837 246,110* 0(4) 100,000 258,416*(3)
</TABLE>

- ---------

(1) Assumes annual planned premium payments of $2,500 paid in full at beginning
of each Policy year. The values would vary from those shown if the amount or
frequency of payments varies.

(3) Minimum death benefit applies; see "Death Benefit Options--Minimum Death
Benefit" for further details.

(4) Zero values in cash value and death benefit indicate termination of
insurance coverage in the absence of a sufficient additional premium
payment; see "Payment and Allocation of Premiums--Termination" for further
details.

* If the Cash Value Accumulation test had been used, the following changes
would apply:

<TABLE>
<CAPTION>
YR. CASH YR. DEATH
-- VALUE -- BENEFIT
--------- ---------
<S> <C> <C> <C> <C> <C> <C>
20 ........................ 80,058 20 ........................ 126,251
25 ........................ 129,579 25 ........................ 185,556
30 ........................ 195,598 30 ........................ 258,913
</TABLE>

33
<PAGE>
FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY(1)
MALE ISSUE AGE 50
STANDARD NONSMOKER FULL UNDERWRITING RISK
SPECIFIED FACE AMOUNT: $100,000--DEATH BENEFIT OPTION B
GUARANTEED MAXIMUM CHARGES

<TABLE>
<CAPTION>
TOTAL CASH VALUE(2) TOTAL DEATH BENEFIT(2)
ASSUMING HYPOTHETICAL ASSUMING HYPOTHETICAL
PREMIUMS GROSS ANNUAL INVESTMENT GROSS ANNUAL INVESTMENT
END OF ACCUMULATED RATES OF RETURN RATES OF RETURN OF
POLICY AT 5% INTEREST ------------------------------- -------------------------------------
YEAR PER YEAR 0% 6% 12% 0% 6% 12%
------------------------ -------------- --------- --------- --------- ----------- ----------- -----------
<C> <S> <C> <C> <C> <C> <C> <C> <C>
1 ........................ $ 2,625 $ 1,435 $ 1,540 $ 1,646 $ 101,435 $ 101,540 $ 101,646
2 ........................ 5,381 2,785 3,083 3,395 102,785 103,083 103,395
3 ........................ 8,275 4,045 4,621 5,249 104,045 104,621 105,249
4 ........................ 11,314 5,205 6,145 7,209 105,205 106,145 107,209
5 ........................ 14,505 6,260 7,644 9,276 106,260 107,644 109,276
6 ........................ 17,855 7,204 9,111 11,456 107,204 109,111 111,456
7 ........................ 21,373 8,033 10,538 13,753 108,033 110,538 113,753
8 ........................ 25,066 8,742 11,917 16,171 108,742 111,917 116,171
9 ........................ 28,945 9,326 13,239 18,718 109,326 113,239 118,718
10 ........................ 33,017 9,777 14,490 21,394 109,777 114,490 121,394
15 ........................ 56,644 10,221 19,779 37,538 110,221 119,779 137,538
20 ........................ 86,798 4,877 19,709 56,266 104,877 119,709 156,266
25 ........................ 125,284 0(3) 8,915 74,563 0(3) 108,915 174,563
30 ........................ 174,402 0(3) 0(3) 84,040 0(3) 0(3) 184,040
</TABLE>

- ---------

(1) Assumes annual planned premium payments of $2,500 paid in full at beginning
of each Policy year. The values would vary from those shown if the amount or
frequency of payments varies.

34
<PAGE>
FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY(1)
MALE ISSUE AGE 50
STANDARD NONSMOKER FULL UNDERWRITING RISK
SPECIFIED FACE AMOUNT: $100,000--DEATH BENEFIT OPTION C
GUARANTEED MAXIMUM CHARGES

<TABLE>
<CAPTION>
TOTAL CASH VALUE(2) TOTAL DEATH BENEFIT(2)
ASSUMING HYPOTHETICAL ASSUMING HYPOTHETICAL
PREMIUMS GROSS ANNUAL INVESTMENT GROSS ANNUAL INVESTMENT
END OF ACCUMULATED RATES OF RETURN RATES OF RETURN OF
POLICY AT 5% INTEREST --------------------------------- -------------------------------------
YEAR PER YEAR 0% 6% 12% 0% 6% 12%
------- -------------- --------- --------- ----------- ----------- ----------- -----------
<C> <S> <C> <C> <C> <C> <C> <C> <C>
1 ........................ $ 2,625 $ 1,430 $ 1,536 $ 1,642 $ 102,500 $ 102,500 $ 102,500
2 ........................ 5,381 2,767 3,066 3,379 105,000 105,000 105,000
3 ........................ 8,275 4,002 4,582 5,213 107,500 107,500 107,500
4 ........................ 11,314 5,124 6,070 7,142 110,000 110,000 110,000
5 ........................ 14,505 6,123 7,519 9,169 112,500 112,500 112,500
6 ........................ 17,855 6,989 8,917 11,295 115,000 115,000 115,000
7 ........................ 21,373 7,714 10,251 13,524 117,500 117,500 117,500
8 ........................ 25,066 8,287 11,511 15,860 120,000 120,000 120,000
9 ........................ 28,945 8,696 12,680 18,309 122,500 122,500 122,500
10 ........................ 33,017 8,926 13,737 20,872 125,000 125,000 125,000
15 ........................ 56,644 7,137 17,077 36,286 137,500 137,500 137,500
20 ........................ 86,798 0(3) 11,189 54,468 0(3) 150,000 150,000
25 ........................ 125,284 0(3) 0(3) 74,223 0(3) 0(3) 162,500
30 ........................ 174,402 0(3) 0(3) 90,984 0(3) 0(3) 175,000
</TABLE>

- ---------

(1) Assumes annual planned premium payments of $2,500 paid in full at beginning
of each Policy year. The values would vary from those shown if the amount or
frequency of payments varies.

35
<PAGE>
FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY(1)
MALE ISSUE AGE 50
STANDARD NONSMOKER FULL UNDERWRITING RISK
SPECIFIED FACE AMOUNT: $100,000--DEATH BENEFIT OPTION A
CURRENT CHARGES

<TABLE>
<CAPTION>
TOTAL CASH VALUE(2) TOTAL DEATH BENEFIT(2)
ASSUMING HYPOTHETICAL ASSUMING HYPOTHETICAL
PREMIUMS GROSS ANNUAL INVESTMENT GROSS ANNUAL INVESTMENT
END OF ACCUMULATED RATES OF RETURN RATES OF RETURN OF
POLICY AT 5% INTEREST ----------------------------------- -------------------------------------
YEAR PER YEAR 0% 6% 12% 0% 6% 12%
------- -------------- --------- ----------- ----------- ----------- ----------- -----------
<C> <S> <C> <C> <C> <C> <C> <C> <C>
1 ...................... $ 2,625 $ 1,930 $ 2,051 $ 2,173 $ 100,000 $ 100,000 $ 100,000
2 ...................... 5,381 3,820 4,183 4,561 100,000 100,000 100,000
3 ...................... 8,275 5,669 6,398 7,186 100,000 100,000 100,000
4 ...................... 11,314 7,482 8,703 10,077 100,000 100,000 100,000
5 ...................... 14,505 9,255 11,101 13,261 100,000 100,000 100,000
6 ...................... 17,855 10,991 13,597 16,773 100,000 100,000 100,000
7 ...................... 21,373 12,682 16,192 20,643 100,000 100,000 100,000
8 ...................... 25,066 14,328 18,887 24,909 100,000 100,000 100,000
9 ...................... 28,945 15,933 21,693 29,622 100,000 100,000 100,000
10 ...................... 33,017 17,546 24,688 34,935 100,000 100,000 100,000
15 ...................... 56,644 25,616 42,627 72,780* 100,000 100,000 100,000*
20 ...................... 86,798 32,158 65,215* 136,989* 100,000 100,000* 158,907*(3)
25 ...................... 125,284 36,065 94,693* 243,823* 100,000 101,321 (3) 260,890*(3)
30 ...................... 174,402 35,841 133,192* 422,237* 100,000 139,851 (3) 443,348*(3)
</TABLE>

- ---------

(1) Assumes annual planned premium payments of $2,500 paid in full at beginning
of each Policy year. The values would vary from those shown if the amount or
frequency of payments varies.

(3) Minimum death benefit applies; see "Death Benefit Options--Minimum Death
Benefit"for further details.

* If the Cash Value Accumulation test had been used, the following changes
would apply:

36
<PAGE>
FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY(1)
MALE ISSUE AGE 50
STANDARD NONSMOKER FULL UNDERWRITING RISK
SPECIFIED FACE AMOUNT: $100,000--DEATH BENEFIT OPTION B
CURRENT CHARGES

<TABLE>
<CAPTION>
TOTAL CASH VALUE(2) TOTAL DEATH BENEFIT(2)
ASSUMING HYPOTHETICAL ASSUMING HYPOTHETICAL
PREMIUMS GROSS ANNUAL INVESTMENT GROSS ANNUAL INVESTMENT
END OF ACCUMULATED RATES OF RETURN OF RATES OF RETURN OF
POLICY AT 5% INTEREST ----------------------------------- -------------------------------------
YEAR PER YEAR 0% 6% 12% 0% 6% 12%
------- -------------- --------- ----------- ----------- ----------- ----------- -----------
<C> <S> <C> <C> <C> <C> <C> <C> <C>
1 ...................... $ 2,625 $ 1,925 $ 2,047 $ 2,168 $ 101,925 $ 102,047 $ 102,168
2 ...................... 5,381 3,807 4,169 4,545 103,807 104,169 104,545
3 ...................... 8,275 5,641 6,366 7,149 105,641 106,366 107,149
4 ...................... 11,314 7,433 8,645 10,008 107,433 108,645 110,008
5 ...................... 14,505 9,179 11,006 13,145 109,179 111,006 113,145
6 ...................... 17,855 10,879 13,454 16,589 110,879 113,454 116,589
7 ...................... 21,373 12,526 15,983 20,365 112,526 115,983 120,365
8 ...................... 25,066 14,118 18,594 24,504 114,118 118,594 124,504
9 ...................... 28,945 15,656 21,293 29,047 115,656 121,293 129,047
10 ...................... 33,017 17,190 24,153 34,135 117,190 124,153 134,135
15 ...................... 56,644 24,561 40,713 69,281 124,561 140,713 169,281
20 ...................... 86,798 29,607 59,572 125,747 129,607 159,572 225,747
25 ...................... 125,284 30,361 79,016 215,388 130,361 179,016 315,388
30 ...................... 174,402 24,500 96,227 357,289* 124,500 196,227 457,289*
</TABLE>

- ---------

(1) Assumes annual planned premium payments of $2,500 paid in full at beginning
of each Policy year. The values would vary from those shown if the amount or
frequency of payments varies.

* If the Cash Value Accumulation test had been used, the following changes
would apply:

37
<PAGE>
FLEXIBLE PREMIUM VARIABLE UNIVERSAL LIFE INSURANCE POLICY(1)
MALE ISSUE AGE 50
STANDARD NONSMOKER FULL UNDERWRITING RISK
SPECIFIED FACE AMOUNT: $100,000--DEATH BENEFIT OPTION C
CURRENT CHARGES

<TABLE>
<CAPTION>
TOTAL CASH VALUE(2) TOTAL DEATH BENEFIT(2)
ASSUMING HYPOTHETICAL ASSUMING HYPOTHETICAL
PREMIUMS GROSS ANNUAL INVESTMENT GROSS ANNUAL INVESTMENT
END OF ACCUMULATED RATES OF RETURN OF RATES OF RETURN OF
POLICY AT 5% INTEREST ----------------------------------- -------------------------------------
YEAR PER YEAR 0% 6% 12% 0% 6% 12%
------- -------------- --------- ----------- ----------- ----------- ----------- -----------
<C> <S> <C> <C> <C> <C> <C> <C> <C>
1 ...................... $ 2,625 $ 1,924 $ 2,046 $ 2,168 $ 102,500 $ 102,500 $ 102,500
2 ...................... 5,381 3,804 4,166 4,543 105,000 105,000 105,000
3 ...................... 8,275 5,634 6,360 7,145 107,500 107,500 107,500
4 ...................... 11,314 7,419 8,634 10,002 110,000 110,000 110,000
5 ...................... 14,505 9,155 10,990 13,139 112,500 112,500 112,500
6 ...................... 17,855 10,843 13,431 16,586 115,000 115,000 115,000
7 ...................... 21,373 12,474 15,953 20,369 117,500 117,500 117,500
8 ...................... 25,066 14,044 18,556 24,522 120,000 120,000 120,000
9 ...................... 28,945 15,556 21,247 29,090 122,500 122,500 122,500
10 ...................... 33,017 17,055 24,098 34,220 125,000 125,000 125,000
15 ...................... 56,644 24,100 40,673 70,198 137,500 137,500 137,500
20 ...................... 86,798 28,272 59,886 130,853* 150,000 150,000 151,790*(3)
25 ...................... 125,284 26,447 80,894 233,613* 162,500 162,500 249,966*(3)
30 ...................... 174,402 13,111 102,765 405,220* 175,000 175,000 425,481*(3)
</TABLE>

- ---------

(1) Assumes annual planned premium payments of $2,500 paid in full at beginning
of each Policy year. The values would vary from those shown if the amount or
frequency of payments varies.

(3) Minimum death benefit applies; see "Death Benefit Options--Minimum Death
Benefit" for further details.

* If the Cash Value Accumulation test had been used, the following changes
would apply:

38
<PAGE>
POLICY RIGHTS

The description of rights under the Policy set forth below assumes that no
riders are in effect. See the Appendix to Prospectus for a discussion of how
these rights may be affected by certain riders under the Policy.

LOAN PRIVILEGES

POLICY LOAN. At any time, the Policy owner may borrow money from
Metropolitan Life using the Policy as the only security for the loan. The
smallest amount the Policy owner can borrow at any one time is $250. The maximum
amount that may be borrowed at any time is the loan value. The loan value equals
the cash surrender value less two monthly deductions or, if greater, 75% (90%
for Policies issued in Virginia or Maryland) of the cash surrender value (or, in
Texas, the Policy's cash surrender value less two monthly deductions or 100% of
the cash surrender value in the Fixed Account and 75% of the cash surrender
value in the separate account, if greater). For situations where a Policy loan
may be treated as a taxable distribution, see "Federal Tax Matters."

ALLOCATION OF POLICY LOAN. Metropolitan Life will allocate a Policy loan
among the Fixed Account and the investment divisions of the Separate Account on
a Pro Rata Basis.

INTEREST. Loan interest is charged daily at the rate Metropolitan Life sets
from time to time. This rate will never be more than the maximum allowed by law
and will not change more often than once a year on the anniversary of the date
of the Policy.

The rate of interest Metropolitan Life sets for a Policy year may not be
more than the higher of:

(a) The Published Monthly Average for the calendar month ending 2 months
before the start of the Policy year; and

(b) The rate Metropolitan Life uses to compute the guaranteed cash value of
the Policy for the Policy year, plus no more than 1%.

The Published Monthly Average means:

(a) Moody's Corporate Bond Yield Average Monthly Average Corporates, as
published by Moody's Investors Service, Inc. or any successor to that service;

(b) If that average is no longer published, a substantially similar average,
established by regulation issued by the Insurance Supervisory official of the
state in which the Policy is delivered.

If the maximum limit for a Policy year is at least 1/2% higher than the rate
set for the prior Policy year, Metropolitan Life may increase the rate to no
more than that limit. If the maximum limit for a Policy year is at least 1/2%
lower than the rate set for the prior Policy year, Metropolitan Life will reduce
the rate to at least that limit.

When a loan is made, Metropolitan Life will inform the Policy owner of the
initial rate applicable to that loan. Metropolitan Life will mail the Policy
owner advance notice if there is to be an increase in the rate applicable to an
existing loan. The interest charged on a Policy loan accrues daily.

Interest payments are due at the end of each Policy year. If unpaid within
31 days after it is due, interest will be treated as a new loan subject to the
interest rates applicable at that time and an amount equal to such interest due
will be transferred from the Fixed Account and the investment divisions of the
Separate Account on a Pro Rata Basis to the Policy Loan Account.

The Tax Reform Act of 1986 phased out the consumer interest deduction for
federal income tax purposes. Thus, for individuals, interest paid to
Metropolitan Life in connection with Policy loans used for consumer purposes is
no longer deductible.

Generally, pursuant to legislation enacted in 1996, no deduction is allowed
for interest on Policy owner loans on life insurance policies owned by
businesses where the insured is an officer, employee, or a financially
interested person, subject to certain exceptions for key person insurance
covering a limited number of individuals. Counsel and other competent advisors
should be consulted with respect to the deductibility of Policy loan interest
for income tax purposes. See "Federal Tax Matters."

EFFECT OF A POLICY LOAN. As of the Date of Receipt of the loan request,
cash value equal to the portion of the Policy loan allocated to the Fixed
Account and to each investment division will be transferred from the Fixed
Account and/or such investment divisions to a Policy Loan Account within the
General Account, reducing the Policy's cash value in the accounts from which the
transfer was made.

39
<PAGE>
Cash value in the Policy Loan Account equal to indebtedness will be credited
with interest at a rate equal to the loan rate charged less a percentage charge,
based on expenses associated with Policy loans, determined by Metropolitan Life.
This percentage charge will not exceed 2%. In any event the minimum rate
credited to the Policy Loan Account will be 4% per year. NO ADDITIONAL INTEREST
WILL BE CREDITED TO THE CASH VALUE IN THE POLICY LOAN ACCOUNT, NOR WILL THE CASH
VALUE IN THE POLICY LOAN ACCOUNT PARTICIPATE IN ANY INVESTMENT EXPERIENCE
APPLICABLE TO THE SEPARATE ACCOUNT.

The Policy's cash value in the Policy Loan Account will be the outstanding
indebtedness on the valuation date plus any interest credited to the Policy Loan
Account which has not yet been allocated to the Fixed Account or the investment
divisions of the Separate Account as of the Valuation Date. Interest credited to
amounts in the Policy Loan Account will be allocated at least once a year among
the Fixed Account and the investment divisions of the Separate Account in the
same proportion as the net premiums are then being allocated.

INDEBTEDNESS. Indebtedness equals the outstanding Policy loan plus accrued
interest thereon. If, on a monthly anniversary, indebtedness exceeds the cash
value minus the monthly deduction, Metropolitan Life will notify the Policy
owner and any assignee of record. If a sufficient payment is not made to
Metropolitan Life within 61 days from the monthly anniversary, the Policy will
terminate without value. The Policy may, however, later be reinstated, subject
to certain conditions (see "Policy Termination and Reinstatement.")

REPAYMENT OF INDEBTEDNESS. Indebtedness may be repaid any time before the
Final Date while the insured is living. The minimum repayment is $25. If not
repaid, Metropolitan Life will deduct indebtedness from any amount payable under
the Policy. As of the Date of Receipt of the repayment, the Policy's cash value
in the Policy Loan Account securing indebtedness will be allocated among the
Fixed Account and the investment divisions of the Separate Account in the same
proportion that net premiums are being allocated to those accounts at the time
of repayment, except any amount borrowed from the Fixed Account will be repaid
to the Fixed Account first. The Policy owner should designate whether a payment
is intended as a loan repayment or a premium payment. Any payment for which no
designation is made will be treated as a premium payment.

SURRENDER AND WITHDRAWAL PRIVILEGES

Subject to the limitations set forth below, at any time before the earlier
of the death of the insured and the Final Date, the Policy owner may make a
partial withdrawal or totally surrender the Policy by sending a written request
to Metropolitan Life. The maximum amount available for surrenders or withdrawal
is the cash surrender value on the Date of Receipt of the request. For any tax
consequences in connection with a partial withdrawal or surrender, see "Federal
Tax Matters."

SURRENDERS. The Policy owner may surrender the Policy for its cash
surrender value. If the Policy is being surrendered, Metropolitan Life may
require that the Policy itself be returned along with the request. A Policy
owner may elect to have the proceeds paid in a single sum or applied under an
optional income plan (see "Appendix to Prospectus.") If the insured dies after
the surrender of the Policy and payment to the Policy owner of the cash
surrender value but before the end of the Policy month in which the surrender
occurred, a death benefit will be payable to the beneficiary in an amount equal
to the difference between the Policy's death benefit and cash value, both
computed as of the surrender date.

PARTIAL WITHDRAWALS. The Policy owner may make a partial withdrawal from
the Policy's cash surrender value. The minimum partial withdrawal is $250. There
is no charge for a partial withdrawal. The amount withdrawn will be deducted
from the Policy's cash value as of the Date of Receipt. The amount will be
deducted from the Fixed Account and the
investment divisions of the Separate Account on a Pro Rata Basis.

When death benefit Option A is in effect, any partial withdrawal will reduce
the specified face amount, and thus the death benefit, by the amount withdrawn.
When death benefit Option B is in effect, the amount withdrawn will not reduce
the specified face amount. When death benefit Option C is in effect, the amount
withdrawn will not reduce the specified face amount, except by the amount that
cumulative withdrawals exceed cumulative premiums paid. The death benefit will
be reduced under Option B or C by the amount withdrawn. If increases in the
specified face amount previously have occurred, a partial withdrawal when Death
Benefit Option A is in effect will reduce the specified face amount in the same
manner as would a direct request by the Policy owner to reduce the specified
face amount (see "Policy Benefits-- Decreases"). A decrease in the specified
face amount may affect the Policy's status as a modified endowment contract for
tax purposes (see "Federal Tax Matters").

A Policy owner will not be permitted to make any partial withdrawal that
would reduce the specified face amount of the Policy below the Minimum Initial
Specified Face Amount in the first five Policy years or one-half the Minimum
Initial Specified Face Amount thereafter (see "Policy Benefits--Decreases"), or
that would result in total premiums paid

40
<PAGE>
exceeding the then current maximum premium limitation determined by Internal
Revenue Code Rules (see "Premiums-- Premium Limitations"). A partial withdrawal
will also not be permitted unless the resulting cash surrender value would be
sufficient to pay at least two monthly deductions. Any time a request for a
partial withdrawal is received that would reduce the specified face amount below
the minimum face amount, result in total premiums paid exceeding maximum premium
limitations, or reduce the cash surrender value below two monthly deductions,
Metropolitan Life will not implement the partial withdrawal request, but will
contact the Policy owner as to whether the request should be withdrawn or
reduced to a smaller amount or changed to a request for the full cash surrender
value.

EXCHANGE PRIVILEGE

During the first 24 Policy months following the issuance of the Policy, the
Policy owner may exercise the Policy exchange privilege, which results in the
transfer at any one time of the entire amount in the Separate Account to the
Fixed Account, notwithstanding any charges on transfers described in "Allocation
of Premiums and Cash Value--Cash Value Transfers", and the allocation of all
future net premiums to the Fixed Account. This will, in effect, serve as an
exchange of the Policy for the equivalent of a flexible premium fixed benefit
life insurance policy. No charge will be imposed on such transfer in exercising
this exchange privilege. Moreover, the Policy owner may subsequently transfer
amounts back to one or more of the investment divisions of the Separate Account
at any time, within the limitations described in "Allocation of Premiums and
Cash Value--Cash Value Transfers".

In those states which require it, the Policy owner may also, during the
first 24 Policy months following the issuance of the Policy, without charge, on
one occasion exchange any Policy still in force for a flexible premium fixed
benefit life insurance policy issued by Metropolitan Life. Upon such exchange,
the Policy's cash value will be transferred to the General Account of
Metropolitan Life.

THE FIXED ACCOUNT

A Policy owner may allocate net premiums and transfer cash value to the
Fixed Account, which is part of the General Account of Metropolitan Life.
Because of exemptive and exclusionary provisions, interests in the Fixed Account
have not been registered under the Securities Act of 1933 and neither the Fixed
Account nor the General Account has been registered as an investment company
under the 1940 Act. Accordingly, neither the General Account, the Fixed Account
nor any interests therein are generally subject to the provisions of these Acts
and Metropolitan Life has been advised that the staff of the Securities and
Exchange Commission has not reviewed the disclosures in this Prospectus relating
to the Fixed Account. Disclosures regarding the Fixed Account may, however, be
subject to certain generally applicable provisions of the Federal securities
laws relating to the accuracy and completeness of statements made in
prospectuses.

GENERAL DESCRIPTION

This Prospectus is generally intended to serve as a disclosure document only
for the aspects of the Policy involving the Separate Account and contains only
selected information regarding the Fixed Account. For complete details regarding
the Fixed Account, see the Policy itself.

The General Account consists of all assets owned by Metropolitan Life other
than those in the Separate Account and other legally-segregated separate
accounts. Subject to applicable law, Metropolitan Life has sole discretion over
the investment of the assets of the General Account, including those in the
Fixed Account. Unlike the assets of the Separate Account, the assets in the
Fixed Account, as a part of the General Account, are chargeable with liabilities
arising out of any other business of Metropolitan Life.

A Policy owner may elect to allocate net premiums to the Fixed Account or to
transfer cash value from the investment divisions of the Separate Account to the
Fixed Account. The allocation or transfer of funds to the Fixed Account does not
entitle a Policy owner to share in the investment experience of the General
Account. Instead, Metropolitan Life guarantees that cash value in the Fixed
Account will accrue interest at an effective annual rate of at least 4%,
independent of the actual investment experience of the General Account.
Metropolitan Life is not obligated to credit interest at any higher rate,
although Metropolitan Life may, in its sole discretion, do so. Any allocation of
net premium or cash value transfers to the Fixed Account will be subject to
Metropolitan Life's prior approval for each Owner whose cash value in the Fixed
Account is at least $60,000,000 in the aggregate for all of the Owner's
Policies. Without such approval, no further net premium may be allocated to the
Fixed Account and no cash value transfers to the Fixed Account will be
permitted.

41
<PAGE>
FIXED ACCOUNT BENEFITS

The Policy owner may select death benefit Option A, B or C under the Policy
and may change such option or the Policy's specified face amount, subject to
satisfactory evidence of insurability where required and subject to all the
conditions and limitations applicable to such transactions generally (see
"Policy Benefits--Death Benefits").

FIXED ACCOUNT CASH VALUE

Net premiums allocated to the Fixed Account are credited to the Policy.
Metropolitan Life guarantees that interest credited to each Policy owner's cash
value in the Fixed Account will not be less than an effective annual rate of at
least 4% per year. Metropolitan Life may declare any rate of interest in excess
of 4% at any time to be credited to amounts of cash value in the Fixed Account
subject to the following conditions: Metropolitan Life will not change the rate
of excess interest on any premiums paid during any month of the year before the
first day of the same month of the subsequent year; thereafter, Metropolitan
Life will not change the rate of excess interest for a period of twelve months
from the date declared. Different rates of excess interest may apply to premium
payments made in different months of the year and at the end of each
twelve-month period, and different rates of excess interest may apply to cash
value related to premiums received in a given month of each prior year.
Transfers made into the Fixed Account will be treated as new premium payments
for these purposes.

The guaranteed and excess interest are credited each Valuation Date. Once
credited, that interest will be guaranteed and become part of the Policy's cash
value in the Fixed Account. The monthly deduction will be charged against the
most recent premiums paid and interest credited thereto.

ANY INTEREST METROPOLITAN LIFE CREDITS ON THE POLICY'S CASH VALUE IN THE
FIXED ACCOUNT IN EXCESS OF THE GUARANTEED RATE OF 4% PER YEAR WILL BE DETERMINED
IN THE SOLE DISCRETION OF METROPOLITAN LIFE. THE POLICY OWNER ASSUMES THE RISK
THAT INTEREST CREDITED TO AMOUNTS OF CASH VALUE IN THE FIXED ACCOUNT MAY NOT
EXCEED THE GUARANTEED MINIMUM RATE OF 4% PER YEAR. The cash value in the Fixed
Account will be calculated on each Valuation Date.

The Policy's cash value in the Fixed Account will reflect the amount and
frequency of premium payments allocated to the Fixed Account, the amount of
interest credited to amounts in the Fixed Account, any partial withdrawals, any
transfers from or to the investment divisions of the Separate Account, any
Policy indebtedness and any charges imposed on amounts in the Fixed Account in
connection with the Policy.

The portion of the monthly deduction attributable to the Fixed Account will
be determined as of the actual monthly anniversary, even if the monthly
anniversary does not fall on a Valuation Date.

TRANSFERS, WITHDRAWALS, SURRENDERS, AND POLICY LOANS

Amounts in the Fixed Account are subject to the same rights and limitations
as are amounts allocated to the investment divisions of the Separate Account
with respect to transfers, withdrawals, surrenders and Policy loans, except that
the maximum amount that may be transferred or withdrawn from the Fixed Account
in any Policy year is the greater of $50.00 or 25% of the largest amount in the
Fixed Account over the last four Policy years. This limit does not apply to a
full surrender, or to any loans taken. See "Allocation of Premiums and Cash
Value--Cash Value Transfers;" "Loan Privileges," "Surrender and Withdrawal
Privileges."

Metropolitan Life reserves the right to delay transfers, withdrawals,
surrenders and the payment of the Policy loans allocated to the Fixed Account
for up to six months (see "Other Policy Provisions--Payment and Deferment").
Payments to pay premiums on another policy with Metropolitan Life will not be
delayed.

RIGHTS RESERVED BY METROPOLITAN LIFE

Metropolitan Life reserves the right to make certain changes if, in its
judgment, they would best serve the interests of the Policy owners or would be
appropriate in carrying out the purposes of the Policies. Any changes will be
made only to the extent and in the manner permitted by applicable laws. Also,
when required by law, Metropolitan Life will obtain Policy owner approval of the
changes and approval from any appropriate regulatory authority. Examples of the
changes Metropolitan Life may make include:

- To operate the Separate Account in any form permitted under the 1940 Act
or in any other form permitted by law.

- To take any action necessary to comply with or obtain and continue any
exemptions from the 1940 Act.

42
<PAGE>
- To transfer any assets in any investment division to another investment
division, or to one or more separate accounts, or to the Fixed Account; or
to add, combine or remove investment divisions in the Separate Account.

- To substitute, for the Fund shares held in any investment division, the
shares of another portfolio of the Fund or the shares of another
investment company or any other investment permitted by law.

- To change the way Metropolitan Life assesses charges, but without
increasing the aggregate amount charged to the Fixed Account and the
Separate Account in connection with the Policies.

- To make any other necessary technical changes in the Policy in order to
conform with any action the above provisions permit Metropolitan Life to
take.

If any of these changes result in a material change in the underlying
investments of an investment division to which the net premiums of a Policy are
allocated, Metropolitan Life will notify the Policy owner of such change, and
the owner may then make a new choice of investment divisions or the Fixed
Account without charge.

OTHER POLICY PROVISIONS

OWNER. The Owner of a Policy is an employer, employer sponsored plan, or
other organization or an individual associated with such employer or
organization so designated in the application or as subsequently changed, unless
another Owner has been named in the application for the Policy. The Owner is
entitled to exercise all rights under a Policy while the insured is alive,
including the right to name a new Owner or a contingent Owner who would become
the Policy owner if the Owner should cease to exist before the insured dies. The
Policy owner may also designate another person or entity to exercise rights
under the Policy with the approval of Metropolitan Life.

BENEFICIARY. The beneficiary is the entity or entities and/or person or
persons to whom the insurance proceeds are payable upon the insured's death. The
owner may name a contingent beneficiary to become the beneficiary if all the
beneficiaries cease to exist while the insured is alive. If no beneficiary or
contingent beneficiary exists when the insured dies, the owner (or the owner's
estate, if applicable) will be the beneficiary. While the insured is alive, the
owner may change any beneficiary or contingent beneficiary.

If more than one beneficiary exists when the insured dies, they will be paid
in equal shares, unless the owner has chosen otherwise.

INCONTESTABILITY. Metropolitan Life will not contest the validity of a
Policy after it has been in force during the insured's lifetime for two years
from the Date of Policy (or date of reinstatement if a terminated Policy is
reinstated). Metropolitan Life will not contest the validity of any increase in
the death benefit after such increase has been in force during the insured's
lifetime for two years from its effective date.

SUICIDE. The insurance proceeds will not be paid if the insured commits
suicide, while sane or insane, within two years (one year in Colorado and North
Dakota) from the Date of Policy. Instead, Metropolitan Life will pay the
beneficiary an amount equal to all premiums paid for the Policy, without
interest, less any outstanding Policy loan and accrued loan interest and less
any partial cash withdrawal. If the insured commits suicide, while sane or
insane, more than two years after the Date of Policy but within two years (one
year in Colorado and North Dakota) from the effective date of any increase in
the death benefit, Metropolitan Life's liability with respect to such increase
will be limited to the cost thereof.

AGE AND SEX. If the insured's age or sex as stated in the application for a
Policy is not correct, benefits under a Policy will be adjusted to reflect the
correct age and sex.

COLLATERAL ASSIGNMENT. The owner may assign a Policy as collateral. All
rights under the Policy will be transferred to the extent of the assignee's
interest. Metropolitan Life is not bound by an assignment or release thereof,
unless it is in writing and is recorded at the Designated Office. Metropolitan
Life is not responsible for the validity of any assignment or release thereof.

PAYMENT AND DEFERMENT. With respect to amounts in the investment divisions
of the Separate Account, payment of the death benefit, all or a portion of the
cash surrender value, free look proceeds or a loan will ordinarily be made
within seven days after the Date of Receipt of all documents required for such
payment. Metropolitan Life will pay interest on the amount of death benefit at a
rate which is currently 4% per year (or such higher rate as may be required by
state law) from the date of death until the date of payment of the death
benefit.

However, Metropolitan Life may defer the determination, application or
payment of any such amount or any transfer of cash value for any period during
which the New York Stock Exchange is closed (other than customary weekend and

43
<PAGE>
holiday closings), for any period during which any emergency exists as a result
of which it is not reasonably practicable for Metropolitan Life to determine the
investment experience for a Policy or for such other periods as the Securities
and Exchange Commission may by order permit for the protection of Policy owners,
provided the delay is permitted under New York State Insurance Law and
regulations. Metropolitan Life will not defer a loan used to pay premiums on
other policies issued by it.

As with traditional life insurance, Metropolitan Life can delay payment of
the entire insurance proceeds or other Policy benefits if entitlement to payment
is being questioned or is uncertain.

DIVIDENDS. The Policies are nonparticipating. This means that they are not
eligible for dividends, and they do not participate in any distribution of
Metropolitan Life's surplus.

The description throughout this Prospectus of the features of the Policies
is subject to the specific terms of the Policies.

SALES AND ADMINISTRATION OF THE POLICIES

Metropolitan Life performs the sales and administrative services relating to
the Policies. The offices of Metropolitan Life which may administer the Policies
are located in New York and Iselin, New Jersey. Each Policy owner will be
notified which office will be the Designated Office for servicing the Policy.
Metropolitan Life may name different Designated Offices for different
transactions.

Metropolitan Life acts as the principal underwriter (distributor) of the
Policies as defined in the 1940 Act (see "Distribution of the Policies"). In
addition to selling insurance and annuities, Metropolitan Life also serves as
investment adviser to certain other advisory clients, and is also principal
underwriter for Metropolitan Tower Separate Accounts One and Two of Metropolitan
Tower Life Insurance Company, a wholly-owned subsidiary of Metropolitan Life,
and Metropolitan Life Separate Account E of Metropolitan Life, each of which is
registered as a unit investment trust under the 1940 Act. Finally, Metropolitan
Life acts as principal underwriter for its flexible premium multifunded life
insurance policies and group variable universal life insurance policies,
premiums for which may also be allocated to the Separate Account.

BONDING. The directors, officers and employees of Metropolitan Life are
bonded in the amount of $50,000,000, subject to a $5,000,000 deductible.

DISTRIBUTION OF THE POLICIES

The Policies will be sold by individuals who are licensed life insurance
sales representatives, including salaried employees, who are also registered
representatives of Metropolitan Life, the principal underwriter of the Policies.
Metropolitan Life is registered with the Securities and Exchange Commission
under the Securities Exchange Act of 1934 as a broker-dealer and is a member of
the National Association of Securities Dealers, Inc. The Policies may also be
sold through other registered broker-dealers, including MetLife Securities,
Inc., a wholly owned broker-dealer subsidiary of Metropolitan Life. Maximum
commissions payable in Policy years one through ten will be 10% of premiums paid
up to the target premium and 3% of premiums paid above the target premium in
each of those Policy years. Maximum commissions payable in policy years eleven
and later will be 3% of premiums paid in each of those Policy years. In
particular circumstances, Metropolitan Life may also pay these individuals for
their administrative expenses.

In no case will total compensation exceed any maximum imposed by state
insurance law, including that of New York State. This may necessitate reduced
commissions, particularly at certain higher issue ages.

The compensation of the individuals is paid by Metropolitan Life and does
not result in any charges against the Policy in addition to those set forth
under "Charges and Deductions."

FEDERAL TAX MATTERS

The following description is a brief summary of some of the tax rules,
primarily related to federal income and estate taxes, which in the opinion of
Metropolitan Life are currently in effect.

TAXATION OF THE POLICY

The Policy receives the same federal income and estate tax treatment as
fixed benefit life insurance. The death benefit payable under any death benefit
option in the Policy is generally excludable from the gross income of the
beneficiary under Section 101 of the Internal Revenue Code ("Code") and the
Policy owner is not deemed to be in constructive receipt of the cash values
under the Policy until actual withdrawal or surrender. The tax results are
unclear if

44
<PAGE>
the Policy is continued beyond the Final Date. It is possible that the Policy
owner will be treated as being in constructive receipt of the Policy cash
surrender value after the Final Date and subject to tax. Policy owners should
consult with and rely on advice of a tax advisor if considering continuing the
Policy beyond the Final Date.

Under existing tax law, unless a Policy is a modified endowment contract as
discussed below, a Policy owner generally will be taxed on cash value withdrawn
from the Policy and cash value received upon surrender of the Policy or on the
Final Date. Under most circumstances, unless the distribution occurs during the
first 15 Policy years, only the amount withdrawn, received upon surrender or
distributed at the Final Date of a Policy that exceeds the total premiums paid
(less previous non-taxable withdrawals) will be treated as ordinary income.
During the first 15 Policy years, cash distributions from a Policy, made as a
result of a Policy change that reduces death benefits or other benefits under a
Policy, will be taxable to the Policy owner, under a complex formula, to the
extent that cash value exceeds premiums paid (less previous non-taxable
withdrawals).

However, if a Policy is part of a collateral assignment equity split dollar
arrangement with an employer, any increase in cash value may be taxable
annually. This type of arrangement involves premium advances by an employer
which are secured through a collateral assignment of the Policy. An individual
should consult with and rely on the advice of a tax advisor with respect to any
type of split dollar arrangement involving the Policy.

The United States Treasury Department has adopted regulations which set
diversification rules for the investments underlying the Policies, in order for
the Policies to be treated as life insurance. Metropolitan Life believes that
these diversification rules will be satisfied. There is a provision in the
regulations which allows for the correction of an inadvertent failure to
diversify. Failure to comply with the rules found in the regulations would
result in immediate taxation to Policy owners of all positive investment
experience credited to a Policy.

There is a possibility that regulations may be proposed or that a
controlling ruling may be issued in the future describing the extent to which
Policy owner control over allocation of cash value may cause Policy owners to be
treated as the owners of Separate Account assets for tax purposes. Metropolitan
Life reserves the right to amend the Policies in any way necessary to avoid any
such result.

Metropolitan Life also believes that loans received under the Policy will be
treated as indebtedness of an owner for federal tax purposes, and, unless the
Policy is totally surrendered, becomes a modified endowment contract as
described below or terminates, that no part of any loan received under a Policy
will constitute income to the Owner.

Generally, interest on Policy loans is not deductible. However, you should
consult your tax advisor to determine how the rules governing the deductibility
of interest would apply in your individual case. A partial withdrawal may have
tax consequences depending on the circumstances of such withdrawal. If any
portion of a loan is not repaid prior to a surrender or cancellation of the
Policy, such unpaid portion will constitute income to the Owner to the extent it
exceeds the Owner's remaining investment in the Policy (premiums paid less
nontaxable withdrawals).

The Technical and Miscellaneous Revenue Act of 1988 amended the federal
income tax treatment of pre-death withdrawals from a class of life insurance
contracts referred to as modified endowment contracts. Unlike other life
insurance contracts, amounts received before death from a modified endowment
contract, including policy loans, are treated first as income (to the extent of
gain) and then as recovered investment. For purposes of determining the amount
includible in income, all modified endowment contracts issued by the same
company (or affiliate) to the same policyholder during any calendar year will be
treated as one modified endowment contract. Finally, an additional 10% income
tax is generally imposed on the taxable portion of amounts received before age
59 1/2 under a modified endowment contract.

In general, a modified endowment contract is a life insurance contract
entered into or materially changed after June 20, 1988 that fails to meet a
"7-pay test". Under the 7-pay test, if the amount of premiums paid under the
life insurance contract at any time during the first 7 policy years exceeds the
sum of the net level premiums which would have been paid if the contract
provided for paid-up future benefits after the payment of 7 level annual
payments, the contract is a modified endowment contract. A policy may have to be
reviewed under the 7-pay test even after the first seven policy years in the
case of certain events such as a material modification of the policy as
discussed below. If there is a reduction in benefits under the contract during
any 7-pay testing period, the 7-pay test is applied using the reduced benefits
level.

Any distribution made within two years before a policy fails the 7-pay test
is treated as made in anticipation of such failure. Whether or not a particular
policy meets these definitional requirements is dependent on the date the
contract was entered into, premium payments made and the periodic premium
payments to be made, the level of death benefits, any changes in the level of
death benefits, the extent of any prior cash withdrawals, and other factors. A
life insurance

45
<PAGE>
policy which is received in exchange for a modified endowment contract will also
be considered a modified endowment contract.

A Policy should be reviewed upon issuance, upon making a cash withdrawal,
upon making a change in future benefits and upon making a material modification
to the Policy to determine to what extent, if any, these tax rules apply. A
material modification to a Policy includes, but is not limited to, any increase
in the future benefits provided under the Policy. However, in general, increases
that are attributable to the payment of premiums necessary to fund the lowest
death benefit payable in the first 7 Policy years will not be considered
material modifications. The annual statement sent to each Policy owner will
include information regarding the modified endowment contract status of a Policy
(see "Premiums--Premium Limitations").

Counsel and other competent advisors should be consulted to determine how
these rules apply to an individual situation and before making unplanned premium
payments, increasing or decreasing the specified face amount, or adding or
removing a rider.

Congress may, in the future, consider other legislation that, if enacted,
could adversely affect the tax treatment of life insurance policies. In
addition, the Treasury Department may by regulation or interpretation modify the
above described tax effects. Any legislative or administrative action could be
applied retroactively.

The death benefit payable under the Policy is includable in the insured's
gross estate for federal estate tax purposes if the death benefit is paid to the
insured's estate or if the death benefit is paid to a beneficiary other than the
estate and the insured either possessed incidents of ownership in the Policy at
the time of death or transferred incidents of ownership in the Policy to another
person within three years of death.

Whether or not any federal estate tax is payable with respect to the death
benefit of the Policy which is included in the insured's gross estate depends on
a variety of factors including the following. A smaller size estate may be
exempt from federal estate tax because of a current estate tax credit which
generally is equivalent to an exemption of $600,000. In addition, a death
benefit paid to a surviving spouse may not be taxable because of a 100% estate
tax marital deduction. Furthermore, a death benefit paid to a tax-exempt charity
may not be taxable because of the allowance of an estate tax charitable
deduction.

If the owner of the Policy is not the insured, and the owner dies before the
insured, the value of the Policy, as determined under Internal Revenue Service
regulations, is includable in the federal gross estate of the owner for federal
estate tax purposes. Whether a federal estate tax is payable depends on a
variety of factors, including those listed in the preceding paragraph.

State and local income, estate, inheritance and other tax consequences of
ownership or receipt of Policy proceeds depend on the circumstances of each
insured, owner or beneficiary.

If the Policy is issued as a result of an IRC Section 1035 exchange,
Metropolitan Life may waive state premium tax charges on the amount of the cash
value rollover (see "Premium Expense Charges").

In no event will the death benefit be lower than the minimum amount required
to maintain the Policy as life insurance under federal income tax law and
applicable Internal Revenue Service rules.

The foregoing summary does not purport to be complete or to cover all
situations. Counsel and other competent advisors should be consulted for more
complete information.

TAXATION OF METROPOLITAN LIFE

Metropolitan Life does not initially expect to incur any federal income tax
upon the earnings or the realized capital gains attributable to the Separate
Account. Based upon these expectations, no charge is currently being made
against the Separate Account for federal income taxes with respect to earnings
or capital gains which may be attributable to the Separate Account. If, however,
Metropolitan Life determines that it may incur such taxes, it may assess a
charge against or make provisions in the Separate Account for those taxes. There
is a 1.2% charge imposed on premiums paid for the purpose of recovering a
portion of the federal income taxes imposed on Metropolitan Life based on the
amount of premiums received in connection with the Policies.

Under present laws, Metropolitan Life may incur state and local taxes (in
addition to premium taxes) in several states. At present, these taxes are not
significant. If they increase, however, Metropolitan Life may decide to make
charges for such taxes against or provisions for such taxes in the Separate
Account. However, there is a 2.25% charge imposed on premiums paid for state
premium taxes.

46
<PAGE>
MANAGEMENT

The present directors and the senior officers and secretary of Metropolitan
Life are listed below, together with certain information concerning them:

DIRECTORS, OFFICERS-DIRECTORS

<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION & POSITIONS AND OFFICES
NAME BUSINESS ADDRESS WITH METROPOLITAN LIFE
- ------------------------------------------ ------------------------------------------- -------------------------------------------
<S> <C> <C>
Curtis H. Barnette........................ Chairman and Chief Executive Officer, Director
Bethlehem Steel Corp.,
1170 Eighth Avenue,
Martin Tower 2118,
Bethlehem, PA 18016-7699.

Gerald Clark.............................. Senior Executive Vice-President and Chief Senior Executive Vice-President, Chief
Investment Officer, Investment Officer and Director
Metropolitan Life Insurance Company,
One Madison Avenue,
New York, NY 10010.

Joan Ganz Cooney.......................... Chairman, Executive Committee, Director
Children's Television Workshop,
One Lincoln Plaza,
New York, NY 10023.

Burton A. Dole, Jr........................ Chairman of the Board Director
Nellcor Puritan Bennett,
2000 Faraday Avenue,
Carlsbad, CA 92008-7208.

James R. Houghton......................... Retired Chairman of the Board, Director
Corning Incorporated,
80 East Market Street,
2nd Floor,
Corning, NY 14830.

Harry P. Kamen............................ Chairman, President and Chief Executive Chairman, President, Chief Executive
Officer, Officer and Director
Metropolitan Life Insurance Company,
One Madison Avenue,
New York, NY 10010.

Helene L. Kaplan.......................... Of Counsel, Skadden, Arps, Director
Slate, Meagher & Flom,
919 Third Avenue,
New York, NY 10022.

Charles M. Leighton....................... Chairman and Chief Executive Officer,
CML Group, Inc.,
524 Main Street,
Acton, MA 01720.

Richard J. Mahoney........................ Chairman of the Executive Committee, Director
Monsanto Company-Mail Code N3L,
800 N. Lindbergh Blvd.,
St. Louis, MO 63167.
</TABLE>

47
<PAGE>

<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION & POSITIONS AND OFFICES
NAME BUSINESS ADDRESS WITH METROPOLITAN LIFE
- ------------------------------------------ ------------------------------------------- -------------------------------------------
<S> <C> <C>
Allen E. Murray........................... Retired Chairman of the Board and Chief Director
Executive Officer,
Mobil Corporation,
P.O. Box 2072,
New York, NY 10163.

John J. Phelan, Jr........................ Retired Chairman and Chief Executive Director
Officer,
New York Stock Exchange, Inc.,
P.O. Box 312,
Mill Neck, NY 11765.

John B. M. Place.......................... Former Chairman of the Board, Director
Crocker National Corporation,
111 Sutter Street, 4th Fl.,
San Francisco, CA 94104.

Hugh B. Price............................. President and Chief Executive Officer, Director
National Urban League, Inc.,
500 East 62nd Street,
New York, NY 10021.

Robert G. Schwartz........................ Retired Chairman of the Board, President Director
and Chief Executive Officer,
Metropolitan Life Insurance Company,
200 Park Avenue, Suite 5700,
New York, NY 10166.

Ruth J. Simmons, Ph.D..................... President, Director
Smith College,
College Hall 20,
North Hampton, MA 01063.

William S. Sneath......................... Retired Chairman of the Board, Director
Union Carbide Corporation,
41 Leeward Lane,
Riverside, CT 06878.

William C. Steere, Jr..................... Chairman of the Board Director
and Chief Executive Officer,
Pfizer, Inc.,
235 E. 42nd Street,
New York, NY 10017
</TABLE>

48
<PAGE>
OFFICERS*

<TABLE>
<CAPTION>
NAME OF OFFICER POSITION WITH METROPOLITAN LIFE
- ----------------------------------------- ----------------------------------------------------------------------
<S> <C>
Harry P. Kamen........................... Chairman of the Board, President and Chief Executive Officer
Gerald Clark............................. Senior Executive Vice-President and Chief Investment Officer
Stewart G. Nagler........................ Senior Executive Vice-President and Chief Financial Officer
Gary A. Beller........................... Executive Vice-President and General Counsel
Robert H. Benmosche...................... Executive Vice-President
C. Robert Henrikson...................... Executive Vice-President
Jeffrey J. Hodgman....................... Executive Vice-President
David A. Levene.......................... Executive Vice-President
John D. Moynahan, Jr..................... Executive Vice-President
Catherine A. Rein........................ Executive Vice-President
William J. Toppeta....................... Executive Vice-President
John H. Tweedie.......................... Executive Vice-President
Richard M. Blackwell..................... Senior Vice-President
James B. Digney.......................... Senior Vice-President
William T. Friedewald.................... Senior Vice-President
Ira Friedman............................. Senior Vice-President
Frederick P. Hauser...................... Senior Vice-President & Controller
Anne E. Hayden........................... Senior Vice-President
Sibyl C. Jacobson........................ Senior Vice-President
Joseph W. Jordan......................... Senior Vice-President
Nicholas D. Latrenta..................... Senior Vice-President
Leland C. Launer, Jr..................... Senior Vice-President
Terence I. Lennon........................ Senior Vice-President
James L. Lipscomb........................ Senior Vice-President
James M. Logan........................... Senior Vice-President
Francis P. Lynch......................... Senior Vice-President
Dominick A. Prezzano..................... Senior Vice-President
Joseph A. Reali.......................... Senior Vice-President
Vincent P. Reusing....................... Senior Vice-President
Felix Schirripa.......................... Senior Vice-President
Robert E. Sollmann, Jr................... Senior Vice-President
Thomas L. Stapleton...................... Senior Vice-President & Tax Director
James F. Stenson......................... Senior Vice-President
Stanley J. Talbi......................... Senior Vice-President
Richard R. Tartre........................ Senior Vice-President
Arthur G. Typermass...................... Senior Vice-President & Treasurer
James A. Valentino....................... Senior Vice-President
Judy E. Weiss............................ Senior Vice-President and Chief Actuary
Richard F. Wiseman....................... Senior Vice-President
Louis J. Ragusa.......................... Vice-President and Secretary
</TABLE>

- ---------

* The principal occupation of each officer, except for Gary A. Beller, Robert H.
Benmosche, and Terence I. Lennon, during the last five years has been as an
officer of Metropolitan Life or an affiliate thereof. Gary A. Beller has been
an officer of Metropolitan Life since November, 1994; prior thereto, he was a
Consultant and Executive Vice-President and General Counsel of the American
Express Company. Robert H. Benmosche has been an officer of Metropolitan Life
since September, 1995; prior thereto, he was an Executive Vice-President of
Paine Webber. Terence I. Lennon has been an officer of Metropolitan Life since
March, 1994; prior thereto he was Assistant Deputy Superintendent and Chief
Examiner of the New York State Department of Insurance. The business address
of each officer is 1 Madison Avenue, New York, New York 10010.

49
<PAGE>
VOTING RIGHTS

RIGHT TO INSTRUCT VOTING OF FUND SHARES

In accordance with its view of present applicable law, Metropolitan Life
will vote the shares of each of the portfolios of the Fund which are deemed
attributable to Policies at regular and special meetings of the shareholders of
the Fund based on instructions received from entities having the voting interest
in corresponding investment divisions of the Separate Account. However, if the
1940 Act or any rules thereunder should be amended or if the present
interpretation thereof should change, and as a result Metropolitan Life
determines that it is permitted to vote such shares of the Fund in its own
right, it may elect to do so.

Accordingly, the Policy owner will have a voting interest under a Policy.
The number of shares held in each Separate Account investment division deemed
attributable to each owner is determined by dividing a Policy's cash value in
that division, if any, by the net asset value of one share in the corresponding
Fund portfolio in which the assets in that Separate Account investment division
are invested. Fractional votes will be counted. The number of shares concerning
which a Policy owner has the right to give instructions will be determined as of
the record date for the meeting.

Fund shares held in each registered separate account of Metropolitan Life or
any affiliate that are or are not attributable to life insurance policies
(including the Policies) or annuity contracts and for which no timely
instructions are received will be voted in the same proportion as the shares for
which voting instructions are received by that separate account. Fund shares
held in the general accounts or unregistered separate accounts of Metropolitan
Life or its affiliates will be voted in the same proportion as the aggregate of
(i) the shares for which voting instructions are received and (ii) the shares
that are voted in proportion to such voting instructions. However, if
Metropolitan Life or an affiliate determines that it is permitted to vote any
such shares of the Fund in its own right, it may elect to do so subject to the
then current interpretation of the 1940 Act or any rules thereunder.

The Policy owners may give instructions regarding, among other things, the
election of the Board of Directors of the Fund, ratification of the selection of
the Fund's independent auditors, and the approval of the Fund's investment
manager and sub-investment manager.

Each Policy owner having a voting interest will be sent voting instruction
soliciting material and a form for giving voting instructions to Metropolitan
Life.

DISREGARD OF VOTING INSTRUCTIONS

Notwithstanding contrary Policy owner voting instructions, Metropolitan Life
may vote Fund shares in any manner necessary to enable the Fund to (1) make or
refrain from making any change in the investments or investment policies for any
portfolio of the Fund, if required by any insurance regulatory authority; (2)
refrain from making any change in the investment policies or any investment
adviser or principal underwriter of any portfolio which may be initiated by
Policy owners or the Fund's Board of Directors, provided Metropolitan Life's
disapproval of the change is reasonable and, in the case of a change in
investment policies or investment adviser, based on a good faith determination
that such change would be contrary to state law or otherwise inappropriate in
light of the portfolio's objective and purposes; or (3) enter into or refrain
from entering into any advisory agreement or underwriting contract, if required
by any insurance regulatory authority.

In the event that Metropolitan Life does disregard voting instructions, a
summary of the action and the reasons for such action will be included in the
next semiannual report to Policy owners.

REPORTS

Policy owners will receive promptly statements of significant transactions
such as change in specified face amount, change in death benefit option,
transfers among investment divisions, partial withdrawals, increases in loan
principal by the Policy owner, loan repayments, termination for any reason,
reinstatement and premium payments. Transactions pursuant to systematic
investment strategies (see "Payment and Allocation of Premiums") may be
confirmed quarterly. Policy owners whose premiums are automatically remitted
under certain payroll deduction plans do not receive individual confirmations of
those premium payments from Metropolitan Life apart from that provided by their
employers. An annual statement will also be sent to the Policy owner within
thirty days after a Policy year (or at such other time to which Metropolitan
Life and the Policy owner agree and as permitted by law) summarizing all of the
above transactions and deductions of charges occurring during that Policy year
and setting forth the status of the death benefit, cash and cash surrender
values, amounts in the investment divisions and Fixed Account, any policy loan
and unpaid loan interest added to loan principal. The annual statement will also
discuss the modified endowment contract status of a Policy (see

50
<PAGE>
"Premiums--Premium Limitations"). In addition, an owner will be sent semiannual
reports containing financial statements for the Fund, as required by the 1940
Act.

STATE REGULATION

Metropolitan Life is subject to regulation and supervision by the Insurance
Department of the State of New York, which periodically examines its affairs. It
is also subject to the insurance laws and regulations of all jurisdictions where
it is authorized to do business. Where required, a copy of the form of Policy
has been filed with, and approved by, insurance officials in each jurisdiction
where the Policies are sold. Metropolitan Life intends to satisfy the necessary
requirements to sell the Policies in all fifty states and the District of
Columbia as soon as possible.

Metropolitan Life is required to submit annual statements of its operations,
including financial statements, to the insurance departments of the various
jurisdictions in which is does business, for the purposes of determining
solvency and compliance with local insurance laws and regulations. Such
statements are available for public inspection at state insurance department
offices.

REGISTRATION STATEMENT

A registration statement under the Securities Act of 1933 has been filed
with the Securities and Exchange Commission relating to the offering described
in this Prospectus. This Prospectus does not contain all the information set
forth in the registration statement and amendments thereto and the exhibits
filed as a part thereof, to all of which reference is hereby made for additional
information concerning the Separate Account, Metropolitan Life and the Policies.
The additional information may be obtained at the Commission's main office in
Washington, D.C., upon payment of the prescribed fees.

LEGAL MATTERS

The legality of the Policies described in this Prospectus has been passed
upon by Christopher P. Nicholas, Associate General Counsel of Metropolitan Life.
Messrs. Freedman, Levy, Kroll & Simonds, Washington, D.C., have advised
Metropolitan Life on certain matters relating to the federal securities laws.

EXPERTS

The financial statements included in this Prospectus have been audited by
Deliotte & Touche LLP, independent auditors, as stated in their reports
appearing herein, and have been so included in reliance upon such reports given
upon the authority of such firm as experts in auditing and accounting.

Actuarial matters included in this Prospectus have been examined by Michael
Rogalski, FSA, MAAA, Vice-President and Actuary of Metropolitan Life, as stated
in his opinion filed as an exhibit to the registration statement.

FINANCIAL STATEMENTS

The financial statements of Metropolitan Life included in this Prospectus
should be considered only as bearing upon the ability of Metropolitan Life to
meet its obligations under the Policies.

51
<PAGE>
(This page has been left blank intentionally.)

52
<PAGE>
INDEPENDENT AUDITORS' REPORT

To the Board of Directors
Metropolitan Life Insurance Company:

We have audited the accompanying statements of assets and liabilities of the
Growth, Income, Money Market, Diversified, International Stock, Stock Index, and
Aggressive Growth Divisions of Metropolitan Life Separate Account UL (the
"Separate Account") as of December 31, 1996, and the related statements of
operations for the year then ended and of changes in net assets for each of the
two years in the period then ended. These financial statements are the
responsibility of the Separate Account's management. Our responsibility is to
express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. Our procedures included
confirmation of securities owned as of December 31, 1996 by correspondence with
the custodian and the depositor of the Separate Account. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such financial statements present fairly, in all material
respects, the net assets of the Growth, Income, Money Market, Diversified,
International Stock, Stock Index and Aggressive Growth Divisions of Metropolitan
Life Separate Account UL as of December 31, 1996 and the results of their
operations for the year then ended and the changes in their net assets for each
of the two years in the period then ended, in conformity with generally accepted
accounting principles.

DELOITTE & TOUCHE LLP
New York, New York
February 28, 1997

53
<PAGE>
METROPOLITAN LIFE SEPARATE ACCOUNT UL
STATEMENTS OF ASSETS AND LIABILITIES
DECEMBER 31, 1996
<TABLE>
<CAPTION>
MONEY INTERNATIONAL
GROWTH INCOME MARKET DIVERSIFIED STOCK STOCK INDEX
DIVISION DIVISION DIVISION DIVISION DIVISION DIVISION
------------- ----------- ---------- ------------- ------------ -----------
<S> <C> <C> <C> <C> <C> <C>
ASSETS:
Investments in Metropolitan Series Fund, Inc.
at Value (Note 1A):
Growth Portfolio
(5,208,796 shares; cost $133,325,492)......... $ 158,920,369 -- -- -- -- --
Income Portfolio
(2,210,984 shares; cost $27,751,597).......... -- $27,327,760 -- -- -- --
Money Market Portfolio
(584,077 shares; cost $6,278,669)............. -- -- $6,095,430 -- -- --
Diversified Portfolio
(6,643,203 shares; cost $100,173,963)......... -- -- -- $ 110,742,194 -- --
International Stock Portfolio
(1,991,487 shares; cost $24,907,650).......... -- -- -- -- $23,798,267 --
Stock Index Portfolio
(1,450,886 shares; cost $27,248,573).......... -- -- -- -- -- $32,253,185
Aggressive Growth Portfolio
(3,107,005 shares; cost $78,361,229).......... -- -- -- -- -- --
------------- ----------- ---------- ------------- ------------ -----------
Total Investments............................ 158,920,369 27,327,760 6,095,430 110,742,194 23,798,267 32,253,185
Cash and Accounts Receivable................... 11,882 3,998 86,448 168 6,129 119,880
------------- ----------- ---------- ------------- ------------ -----------
Total Assets................................. 158,932,251 27,331,758 6,181,878 110,742,362 23,804,396 32,373,065
LIABILITIES.................................... 34,679 74,006 62,023 274,903 135,056 339,551
------------- ----------- ---------- ------------- ------------ -----------
NET ASSETS..................................... $ 158,897,572 $27,257,752 $6,119,855 $ 110,467,459 $23,669,340 $32,033,514
------------- ----------- ---------- ------------- ------------ -----------
------------- ----------- ---------- ------------- ------------ -----------

<CAPTION>
AGGRESSIVE
GROWTH
DIVISION
-----------
<S> <C>
ASSETS:
Investments in Metropolitan Series Fund, Inc.
at Value (Note 1A):
Growth Portfolio
(5,208,796 shares; cost $133,325,492)......... --
Income Portfolio
(2,210,984 shares; cost $27,751,597).......... --
Money Market Portfolio
(584,077 shares; cost $6,278,669)............. --
Diversified Portfolio
(6,643,203 shares; cost $100,173,963)......... --
International Stock Portfolio
(1,991,487 shares; cost $24,907,650).......... --
Stock Index Portfolio
(1,450,886 shares; cost $27,248,573).......... --
Aggressive Growth Portfolio
(3,107,005 shares; cost $78,361,229).......... $84,106,614
-----------
Total Investments............................ 84,106,614
Cash and Accounts Receivable................... 28,704
-----------
Total Assets................................. 84,135,318
LIABILITIES.................................... 394,115
-----------
NET ASSETS..................................... $83,741,203
-----------
-----------
</TABLE>

See Notes to Financial Statements.

54
<PAGE>
METROPOLITAN LIFE SEPARATE ACCOUNT UL
STATEMENTS OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1996

<TABLE>
<CAPTION>
MONEY INTERNATIONAL STOCK
GROWTH INCOME MARKET DIVERSIFIED STOCK INDEX
DIVISION DIVISION DIVISION DIVISION DIVISION DIVISION
----------- ---------- --------- ------------- ------------ ----------
<S> <C> <C> <C> <C> <C> <C>
INVESTMENT INCOME:
Income:
Dividends (Note 2)............................... $15,051,436 $1,723,590 $ 300,997 $ 9,697,032 $ 200,282 $ 744,725
Expenses:
Mortality and expense charges (Note 3)........... 1,221,219 220,150 37,221 870,631 181,892 185,397
----------- ---------- --------- ------------- ------------ ----------
Net investment income.............................. 13,830,217 1,503,440 263,776 8,826,401 18,390 559,328
----------- ---------- --------- ------------- ------------ ----------
NET REALIZED AND UNREALIZED GAIN (LOSS) ON
INVESTMENTS:
Net realized gain (loss) from security
transactions...................................... 2,929,455 (16,679) (11,231) 532,857 (9,816) 742,061
Change in unrealized appreciation (depreciation) of
investments....................................... 9,406,099 (697,499) (90,379) 3,200,410 (559,306) 2,836,911
----------- ---------- --------- ------------- ------------ ----------
Net realized and unrealized gain (loss) on
investments (Note 1B)............................. 12,335,554 (714,178) (101,610) 3,733,267 (569,122) 3,578,972
----------- ---------- --------- ------------- ------------ ----------
NET INCREASE (DECREASE) IN NET ASSETS RESULTING
FROM OPERATIONS................................... $26,165,771 $ 789,262 $ 162,166 $ 12,559,668 $ (550,732) $4,138,300
----------- ---------- --------- ------------- ------------ ----------
----------- ---------- --------- ------------- ------------ ----------

<CAPTION>
AGGRESSIVE
GROWTH
DIVISION
-----------
<S> <C>
INVESTMENT INCOME:
Income:
Dividends (Note 2)............................... $2,234,170
Expenses:
Mortality and expense charges (Note 3)........... 641,863
-----------
Net investment income.............................. 1,592,307
-----------
NET REALIZED AND UNREALIZED GAIN (LOSS) ON
INVESTMENTS:
Net realized gain (loss) from security
transactions...................................... 166,243
Change in unrealized appreciation (depreciation) of
investments....................................... 1,728,894
-----------
Net realized and unrealized gain (loss) on
investments (Note 1B)............................. 1,895,137
-----------
NET INCREASE (DECREASE) IN NET ASSETS RESULTING
FROM OPERATIONS................................... $3,487,444
-----------
-----------
</TABLE>

See Notes to Financial Statements.

55
<PAGE>
METROPOLITAN LIFE SEPARATE ACCOUNT UL
STATEMENTS OF CHANGES IN NET ASSETS
FOR THE YEAR ENDED DECEMBER 31,

<TABLE>
<CAPTION>
MONEY MARKET
GROWTH DIVISION INCOME DIVISION DIVISION
---------------------------- ------------------------ ------------------------
1996 1995 1996 1995 1996 1995
------------- ------------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
INCREASE (DECREASE) IN NET
ASSETS:
From operations:
Net investment income......... $ 13,830,217 $ 4,694,831 $ 1,503,440 $ 1,147,331 $ 263,776 $ 128,508
Net realized gain (loss) from
security transactions....... 2,929,455 293,233 (16,679) (8,290) (11,231) 35,201
Change in unrealized
appreciation (depreciation)
of investments.............. 9,406,099 19,543,807 (697,499) 1,977,261 (90,379) 4,641
------------- ------------- ----------- ----------- ----------- -----------
Net increase (decrease) in net
assets resulting from
operations.................. 26,165,771 24,531,871 789,262 3,116,302 162,166 168,350
------------- ------------- ----------- ----------- ----------- -----------
From capital transactions:
Net premiums.................. 50,115,276 41,455,659 9,255,854 8,687,776 4,945,669 2,988,786
Redemptions................... (4,742,435) (2,766,288) (764,548) (546,157) (31,149) (89,665)
Net portfolio transfers....... (2,214,936) 395,373 (154,542) 36,042 (1,062,557) (3,328,483)
Other net transfers........... (22,866,726) (19,059,583) (4,179,745) (4,186,427) (869,014) (1,058,931)
------------- ------------- ----------- ----------- ----------- -----------
Net increase (decrease) in net
assets resulting from
capital transactions........ 20,291,179 20,025,161 4,157,019 3,991,234 2,982,949 (1,488,293)
------------- ------------- ----------- ----------- ----------- -----------
NET CHANGE IN NET ASSETS...... 46,456,950 44,557,032 4,946,281 7,107,536 3,145,115 (1,319,943)
NET ASSETS--BEGINNING OF
YEAR........................ 112,440,622 67,883,590 22,311,471 15,203,935 2,974,740 4,294,683
------------- ------------- ----------- ----------- ----------- -----------
NET ASSETS--END OF YEAR....... $ 158,897,572 $ 112,440,622 $27,257,752 $22,311,471 $ 6,119,855 $ 2,974,740
------------- ------------- ----------- ----------- ----------- -----------
------------- ------------- ----------- ----------- ----------- -----------
</TABLE>

See Notes to Financial Statements.

56
<PAGE>

<TABLE>
<CAPTION>
AGGRESSIVE
INTERNATIONAL STOCK GROWTH
DIVERSIFIED DIVISION DIVISION STOCK INDEX DIVISION DIVISION
--------------------------- ------------------------ ------------------------ ------------
1996 1995 1996 1995 1996 1995 1996
------------- ------------ ----------- ----------- ----------- ----------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
INCREASE (DECREASE) IN NET
ASSETS:
From operations:
Net investment income......... $ 8,826,401 $ 4,695,480 $ 18,390 $ 27,416 $ 559,328 $ 213,805 $ 1,592,307
Net realized gain (loss) from
security transactions....... 532,857 248,523 (9,816) 28,349 742,061 29,512 166,243
Change in unrealized
appreciation (depreciation)
of investments.............. 3,200,410 10,898,818 (559,306) 136,578 2,836,911 2,271,366 1,728,894
------------- ------------ ----------- ----------- ----------- ----------- ------------
Net increase (decrease) in net
assets resulting from
operations.................. 12,559,668 15,842,821 (550,732) 192,343 4,138,300 2,514,683 3,487,444
------------- ------------ ----------- ----------- ----------- ----------- ------------
From capital transactions:
Net premiums.................. 34,025,252 31,888,789 10,992,609 12,024,423 16,930,258 7,870,004 45,233,040
Redemptions................... (3,640,372) (2,358,803) (611,355) (392,901) (385,783) (232,828) (2,071,839)
Net portfolio transfers....... (466,159) (416,768) (688,494) (658,961) 4,466,799 1,324,319 1,106,638
Other net transfers........... (16,191,671) (15,856,704) (2,768,825) (5,248,525) (6,541,830) (2,897,249) (18,345,877)
------------- ------------ ----------- ----------- ----------- ----------- ------------
Net increase (decrease) in net
assets resulting from
capital transactions........ 13,727,050 13,256,514 6,923,935 5,724,036 14,469,444 6,064,246 25,921,962
------------- ------------ ----------- ----------- ----------- ----------- ------------
NET CHANGE IN NET ASSETS...... 26,286,718 29,099,335 6,373,203 5,916,379 18,607,744 8,578,929 29,409,406
NET ASSETS--BEGINNING OF
YEAR........................ 84,180,741 55,081,406 17,296,137 11,379,758 13,425,770 4,846,841 54,331,797
------------- ------------ ----------- ----------- ----------- ----------- ------------
NET ASSETS--END OF YEAR....... $ 110,467,459 $ 84,180,741 $23,669,340 $17,296,137 $32,033,514 $13,425,770 $ 83,741,203
------------- ------------ ----------- ----------- ----------- ----------- ------------
------------- ------------ ----------- ----------- ----------- ----------- ------------

1995
------------
<S> <C>
INCREASE (DECREASE) IN NET
ASSETS:
From operations:
Net investment income......... $ 4,726,548
Net realized gain (loss) from
security transactions....... 152,387
Change in unrealized
appreciation (depreciation)
of investments.............. 4,188,117
------------
Net increase (decrease) in net
assets resulting from
operations.................. 9,067,052
------------
From capital transactions:
Net premiums.................. 32,859,273
Redemptions................... (1,185,240)
Net portfolio transfers....... 2,162,117
Other net transfers........... (14,163,669)
------------
Net increase (decrease) in net
assets resulting from
capital transactions........ 19,672,481
------------
NET CHANGE IN NET ASSETS...... 28,739,533
NET ASSETS--BEGINNING OF
YEAR........................ 25,592,264
------------
NET ASSETS--END OF YEAR....... $ 54,331,797
------------
------------
</TABLE>

See Notes to Financial Statements.

57
<PAGE>
METROPOLITAN LIFE SEPARATE ACCOUNT UL

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 1996

Metropolitan Life Separate Account UL (the "Separate Account") is a
multi-division unit investment trust registered under the Investment Company Act
of 1940 and presently consists of seven investment divisions used to support
variable universal life insurance policies. The assets in each division are
invested in shares of the corresponding portfolio of the Metropolitan Series
Fund, Inc. (the "Fund"). Each portfolio has varying investment objectives
relative to growth of capital and income.

The Separate Account was formed by Metropolitan Life Insurance Company
("Metropolitan Life") on December 13, 1988, and registered as a unit investment
trust on January 5, 1990. The assets of the Separate Account are the property of
Metropolitan Life.

A summary of significant accounting policies, all of which are in accordance
with generally accepted accounting principles, is set forth below:

1. SIGNIFICANT ACCOUNTING POLICIES

A. VALUATION OF INVESTMENTS

Investments in shares of the Fund are valued at the reported net asset
values of the respective portfolios. A summary of investments of the seven
designated portfolios of the Fund in which the seven investment divisions of the
Separate Account invest as of December 31, 1996 is included as Note 4. The
methods used to value the Fund's investments at December 31, 1996 are described
in Note 1A of the Fund's 1996 Annual Report.

B. SECURITY TRANSACTIONS

Purchases and sales are recorded on the trade date. Realized gains and
losses on sales of investments are determined on the basis of identified cost.

C. FEDERAL INCOME TAXES

In the opinion of counsel of Metropolitan Life, the Separate Account will be
treated as a part of Metropolitan Life and its operations, and the Separate
Account will not be taxed separately as a "regulated investment company" under
existing law. Metropolitan Life is taxed as a life insurance company. The
policies permit Metropolitan Life to charge against the Separate Account any
taxes, or reserves for taxes, attributable to the maintenance or operation of
the Separate Account. Metropolitan Life is not currently charging any federal
income taxes against the Separate Account arising from the earnings or realized
capital gains attributable to the Separate Account. Such charges may be imposed
in future years depending on market fluctuations and transactions involving the
Separate Account.

D. NET PREMIUMS

Metropolitan Life deducts a sales load and a state premium tax charge from
premiums before amounts are allocated to the Separate Account. In the case of
certain of the policies, Metropolitan Life also deducts a Federal income tax
charge before amounts are allocated to the Separate Account. The federal income
tax charge is imposed in connection with certain of the policies to recover a
portion of the federal income tax adjustment attributable to policy acquisition
expenses.

2. DIVIDENDS

On April 25, 1996 and December 16, 1996, the Fund declared dividends for all
shareholders of record on April 25, 1996 and December 26, 1996, respectively.
The amount of dividends received by the Separate Account was $29,952,232. The
dividends were paid to Metropolitan Life on April 26, 1996 and December 27,
1996, respectively, and were immediately reinvested in additional shares of the
portfolios in which the investment divisions invest. As a result of this
reinvestment, the number of shares of the Fund held by each of the seven
investment divisions increased by the following: Growth Portfolio 488,416
shares, Income Portfolio 139,135 shares, Money Market Portfolio 28,861 shares,
Diversified Portfolio 578,116 shares, International Stock Portfolio 16,160
shares, Stock Index Portfolio 33,043 shares, and Aggressive Growth Portfolio
82,174 shares.

58
<PAGE>
METROPOLITAN LIFE SEPARATE ACCOUNT UL

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 1996

3. EXPENSES

With respect to assets in the Separate Account that support certain
policies, Metropolitan Life applies a daily charge against the Separate Account
for the mortality and expense risks assumed by Metropolitan Life. This charge is
equivalent to the effective annual rate of .90% of the average daily value of
the net assets in the Separate Account which are attributable to such policies.

59
<PAGE>
METROPOLITAN LIFE SEPARATE ACCOUNT UL

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 1996

4. SUMMARY OF INVESTMENTS AS OF DECEMBER 31, 1996--METROPOLITAN SERIES FUND,
INC.

<TABLE>
<CAPTION>
GROWTH PORTFOLIO INCOME PORTFOLIO MONEY MARKET PORTFOLIO
------------------------- ------------------------ ----------------------
VALUE VALUE VALUE
(NOTE 1A) (NOTE 1A) (NOTE 1A)
<S> <C> <C> <C> <C> <C> <C>
COMMON STOCK
Aerospace............................... $ 14,697,375 (0.9%)
Automotive.............................. 38,188,750 (2.4%)
Banking................................. 157,307,202 (9.8%)
Broadcasting............................ 19,728,750 (1.2%)
Business Services....................... 31,078,650 (1.9%)
Chemicals............................... 105,060,638 (6.6%)
Cosmetics............................... 20,924,887 (1.3%)
Drugs & Health Care..................... 65,432,344 (4.1%)
Electrical Equipment.................... 39,896,063 (2.5%)
Electronics............................. 147,966,575 (9.3%)
Financial Services...................... 34,196,000 (2.1%)
Food & Beverages........................ 55,678,225 (3.5%)
Hospital Management..................... 26,943,900 (1.7%)
Hospital Supply......................... 64,140,600 (4.0%)
Hotel & Restaurant...................... 34,541,887 (2.2%)
Household Products...................... 27,788,750 (1.7%)
Insurance............................... 58,992,362 (3.7%)
Leisure................................. 37,965,054 (2.4%)
Machinery............................... 24,072,650 (1.5%)
Metals--Aluminum........................ 45,886,900 (2.9%)
Miscellaneous........................... 17,727,000 (1.1%)
Office & Business Equipment............. 104,763,338 (6.6%)
Oil..................................... 27,677,510 (1.7%)
Oil--Domestic........................... 7,318,575 (0.5%)
Oil--International...................... 32,374,200 (2.0%)
Oil--Services........................... 46,821,401 (2.9%)
Retail Grocery.......................... 23,040,750 (1.4%)
Retail Trade............................ 74,240,420 (4.7%)
Software................................ 19,964,200 (1.3%)
Tobacco................................. 22,356,062 (1.4%)
Transportation--Railroad................ 8,116,800 (0.5%)
Transportation--Trucking................ 0 (0.0%)
Utilities--Gas Distribution &
Pipelines............................. 33,212,237 (2.1%)
--------------
Total Common Stock...................... 1,468,100,055 (91.9%)
--------------
LONG-TERM DEBT SECURITIES
Corporate Bonds:
Banking................................. $ 17,291,411 (4.5%)
Collateralized Mortgage Obligations..... 8,684,394 (2.3%)
Financial Services...................... 36,834,715 (9.6%)
Government Sponsored.................... 5,656,770 (1.5%)
Industrials............................. 26,858,935 (7.0%)
Miscellaneous........................... 6,288,068 (1.6%)
Utilities--Electric..................... 7,305,058 (1.9%)
Utilities--Miscellaneous................ 0 (0.0%)
Utilities--Telephone.................... 0 (0.0%)
Total Corporate Bonds................... 108,919,351 (28.4%)
Federal Agency Obligations.............. 19,701,551 (5.1%)
Federal Treasury Obligations............ 201,495,177 (52.6%)
Foreign Obligations..................... 14,393,603 (3.8%)
Yankee Bonds............................ 15,352,261 (4.0%)
-------------
Total Bonds............................. 359,861,943 (93.9%)
-------------
SHORT-TERM OBLIGATIONS
Commercial Paper........................ $ 125,797,417 (7.9%) $ 17,393,000 (4.5%) $25,926,227 (62.3%)
Corporate Note.......................... 3,998,775 (9.6%)
Federal Agency Obligations.............. 11,675,628 (28.0%)
-------------- ------------- -----------
Total Short-Term Obligations............ 125,797,417 (7.9%) 17,393,000 (4.5%) 41,600,630 (99.9%)
-------------- ------------- -----------
TOTAL INVESTMENTS......................... 1,593,897,472 (99.8%) 377,254,943 (98.4%) 41,600,630 (99.9%)
Other Assets Less Liabilities........... 3,831,003 (0.2%) 6,139,895 (1.6%) 36,001 (0.1%)
-------------- ------------- -----------
NET ASSETS................................ $1,597,728,475 (100.0%) $ 383,394,838 (100.0%) $41,636,631 (100.0%)
-------------- ------------- -----------
-------------- ------------- -----------

-------------------------
VALUE
(NOTE 1A)
<S> <C> <C>
COMMON STOCK
Aerospace............................... $ 8,224,562 (0.6%)
Automotive.............................. 21,290,925 (1.5%)
Banking................................. 87,632,900 (6.0%)
Broadcasting............................ 11,025,000 (0.8%)
Business Services....................... 17,361,575 (1.2%)
Chemicals............................... 58,547,387 (4.0%)
Cosmetics............................... 11,739,188 (0.8%)
Drugs & Health Care..................... 36,554,638 (2.5%)
Electrical Equipment.................... 22,197,437 (1.5%)
Electronics............................. 82,595,572 (5.7%)
Financial Services...................... 19,078,600 (1.3%)
Food & Beverages........................ 31,081,563 (2.1%)
Hospital Management..................... 15,140,663 (1.0%)
Hospital Supply......................... 35,693,650 (2.5%)
Hotel & Restaurant...................... 19,286,312 (1.3%)
Household Products...................... 15,490,750 (1.1%)
Insurance............................... 32,934,038 (2.3%)
Leisure................................. 21,750,587 (1.5%)
Machinery............................... 13,385,200 (0.9%)
Metals--Aluminum........................ 25,661,113 (1.8%)
Miscellaneous........................... 9,861,000 (0.7%)
Office & Business Equipment............. 58,437,513 (4.0%)
Oil..................................... 15,646,986 (1.1%)
Oil--Domestic........................... 4,071,375 (0.3%)
Oil--International...................... 18,031,200 (1.2%)
Oil--Services........................... 26,157,263 (1.8%)
Retail Grocery.......................... 13,019,606 (0.9%)
Retail Trade............................ 41,373,775 (2.9%)
Software................................ 11,203,265 (0.8%)
Tobacco................................. 12,602,737 (0.9%)
Transportation--Railroad................ 4,548,600 (0.3%)
Transportation--Trucking................ 5 (0.0%)
Utilities--Gas Distribution &
Pipelines............................. 18,517,850 (1.3%)
--------------
Total Common Stock...................... 820,142,835 (56.6%)
--------------
LONG-TERM DEBT SECURITIES
Corporate Bonds:
Banking................................. $ 13,220,347 (0.9%)
Collateralized Mortgage Obligations..... 9,152,935 (0.6%)
Financial Services...................... 60,619,051 (4.2%)
Government Sponsored.................... 6,496,680 (0.5%)
Industrials............................. 33,637,368 (2.3%)
Miscellaneous........................... 8,335,834 (0.6%)
Utilities--Electric..................... 5,318,809 (0.4%)
Utilities--Miscellaneous................ 2,838,920 (0.2%)
Utilities--Telephone.................... 5,040,000 (0.3%)
Total Corporate Bonds................... 144,659,944 (10.0%)
Federal Agency Obligations.............. 30,641,236 (2.1%)
Federal Treasury Obligations............ 317,610,213 (21.9%)
Foreign Obligations..................... 20,255,361 (1.4%)
Yankee Bonds............................ 21,020,607 (1.5%)
--------------
Total Bonds............................. 534,187,361 (36.9%)
--------------
SHORT-TERM OBLIGATIONS
Commercial Paper........................ $ 82,989,000 (5.7%)
Corporate Note..........................
Federal Agency Obligations..............
--------------
Total Short-Term Obligations............ 82,989,000 (5.7%)
--------------
TOTAL INVESTMENTS......................... 1,437,319,196 (99.2%)
Other Assets Less Liabilities........... 11,521,971 (0.8%)
--------------
NET ASSETS................................ $1,448,841,167 (100.0%)
--------------
--------------
</TABLE>

60
<PAGE>
METROPOLITAN LIFE SEPARATE ACCOUNT UL

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 1996

4. SUMMARY OF INVESTMENTS AS OF DECEMBER 31, 1996--METROPOLITAN SERIES FUND,
INC. (CONTINUED)

<TABLE>
<CAPTION>
INTERNATIONAL STOCK PORTFOLIO
-----------------------------
VALUE
(NOTE 1A)
<S> <C> <C>
COMMON STOCK
Automotive............................ $ 12,042,055 (4.0%)
Banking............................... 28,537,013 (9.4%)
Broadcasting.......................... 1,583,340 (0.5%)
Business Services..................... 1,353,994 (0.5%)
Chemicals............................. 15,831,034 (5.2%)
Construction Materials................ 4,410,671 (1.5%)
Consumer Non-Durables................. 1,078,633 (0.4%)
Drugs & Health Care................... 13,669,733 (4.5%)
Electrical Equipment.................. 4,851,913 (1.6%)
Electronics........................... 33,670,645 (11.1%)
Financial Services.................... 16,109,145 (5.3%)
Food & Beverages...................... 4,475,477 (1.5%)
Forest Products & Paper............... 1,650,874 (0.6%)
General Business...................... 81,167 (0.0%)
Homebuilders.......................... 2,312,664 (0.8%)
Household Products.................... 1,626,631 (0.5%)
Insurance............................. 12,269,901 (4.0%)
Investment Companies.................. 2,234,375 (0.7%)
Leisure............................... 2,828,608 (0.9%)
Machinery............................. 5,079,733 (1.7%)
Metals--Gold.......................... 59,942 (0.0%)
Metals--Non-Ferrous................... 4,051,349 (1.3%)
Metals--Steel & Iron.................. 6,796,496 (2.2%)
Miscellaneous......................... 5,656,864 (1.9%)
Multi-Industry........................ 14,979,104 (4.9%)
Oil & Gas Exploration................. 6,073,231 (2.0%)
Oil--International.................... 15,038,125 (4.9%)
Printing & Publishing................. 3,890,524 (1.3%)
Real Estate........................... 15,753,267 (5.2%)
Retail Trade.......................... 8,007,127 (2.6%)
Textiles & Apparel.................... 2,385,456 (0.8%)
Toys & Amusements..................... 976,600 (0.3%)
Transportation........................ 1,745,426 (0.6%)
Utilities--Electric................... 4,565,840 (1.5%)
Utilities--Gas Distribution &
Pipelines........................... 3,750,981 (1.2%)
Utilities--Miscellaneous.............. 3,130,194 (1.0%)
Utilities--Telephone.................. 7,711,745 (2.5%)
-------------
Total Common Stock.................... 270,269,877 (88.9%)
-------------
PREFERRED STOCK
Retail Trade.......................... 518,032 (0.2%)
-------------
Total Equity Securities............... 270,787,909 (89.1%)
TOTAL LONG-TERM DEBT
SECURITIES--CONVERTIBLE BONDS.......... 19,499,259 (6.4%)
-------------
TOTAL INVESTMENTS....................... 290,287,168 (95.5%)
Other Assets Less Liabilities......... 13,538,315 (4.5%)
-------------
NET ASSETS.............................. $ 303,825,483 (100.0%)
-------------
-------------
</TABLE>

61
<PAGE>
METROPOLITAN LIFE SEPARATE ACCOUNT UL

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 1996

4. SUMMARY OF INVESTMENTS AS OF DECEMBER 31, 1996--METROPOLITAN SERIES FUND,
INC. (CONTINUED)

<TABLE>
<CAPTION>
STOCK INDEX PORTFOLIO
-----------------------------
VALUE
(NOTE 1A)
<S> <C> <C>
COMMON STOCK
Aerospace............................. $ 28,736,048 (2.6%)
Automotive............................ 28,701,626 (2.6%)
Banking............................... 93,714,830 (8.4%)
Broadcasting.......................... 11,450,367 (1.0%)
Building & Construction............... 7,528,376 (0.7%)
Business Services..................... 14,455,324 (1.3%)
Chemicals............................. 34,500,400 (3.1%)
Containers & Glass.................... 1,693,750 (0.2%)
Cosmetics............................. 3,360,350 (0.3%)
Drugs & Health Care................... 72,616,988 (6.5%)
Electrical Equipment.................. 48,407,363 (4.3%)
Electronics........................... 63,125,007 (5.6%)
Financial Services.................... 35,084,926 (3.1%)
Food & Beverages...................... 68,548,136 (6.1%)
Forest Products & Paper............... 16,456,307 (1.5%)
Hospital Management................... 10,165,689 (0.9%)
Hospital Supply....................... 30,587,031 (2.7%)
Hotel & Restaurant.................... 10,602,137 (0.9%)
Household Appliances & Home
Furnishings......................... 1,995,625 (0.2%)
Household Products.................... 34,569,100 (3.1%)
Insurance............................. 38,990,773 (3.5%)
Leisure............................... 9,888,705 (0.9%)
Liquor................................ 2,526,500 (0.2%)
Machinery............................. 14,790,412 (1.3%)
Metals--Aluminum...................... 4,013,638 (0.4%)
Metals--Gold.......................... 5,642,260 (0.5%)
Metals--Non-Ferrous................... 2,738,985 (0.2%)
Metals--Steel & Iron.................. 1,839,738 (0.2%)
Mining................................ 2,180,087 (0.2%)
Miscellaneous......................... 3,178,900 (0.3%)
Multi-Industry........................ 9,577,826 (0.9%)
Newspapers............................ 6,143,637 (0.5%)
Office & Business Equipment........... 48,538,755 (4.3%)
Oil & Gas Exploration................. 2,800,313 (0.2%)
Oil--Domestic......................... 21,819,438 (1.9%)
Oil--International.................... 65,066,563 (5.8%)
Oil--Services......................... 11,558,751 (1.0%)
Photography........................... 5,953,875 (0.5%)
Printing & Publishing................. 3,554,968 (0.3%)
Retail Grocery........................ 5,887,863 (0.5%)
Retail Trade.......................... 42,490,678 (3.8%)
Software.............................. 30,829,784 (2.7%)
Textiles & Apparel.................... 6,880,088 (0.6%)
Tires & Rubber........................ 3,116,200 (0.3%)
Tobacco............................... 21,138,225 (1.9%)
Toys & Amusements..................... 2,450,273 (0.2%)
Transportation--Airlines.............. 4,475,875 (0.4%)
Transportation--Railroad.............. 11,508,961 (1.0%)
Transportation--Trucking.............. 1,006,875 (0.1%)
Utilities--Electric................... 27,914,283 (2.5%)
Utilities--Gas Distribution &
Pipelines........................... 14,503,806 (1.3%)
Utilities--Telephone.................. 72,606,227 (6.5%)
-------------
Total Common Stock.................... 1,121,912,642 (100.0%)
-------------
PREFERRED STOCK
Hospital Supply....................... 1,774 (0.0%)
-------------
Total Equity Securities............... 1,121,914,416 (100.0%)
TOTAL SHORT-TERM OBLIGATIONS--U.S.
TREASURY BILLS......................... 6,119,501 (0.5%)
-------------
TOTAL INVESTMENTS....................... 1,128,033,917 (100.5%)
Other Assets Less Liabilities......... (5,736,583) (-0.5%)
-------------
NET ASSETS.............................. $1,122,297,334 (100.0%)
-------------
-------------
</TABLE>

62
<PAGE>

METROPOLITAN LIFE SEPARATE ACCOUNT UL

NOTES TO FINANCIAL STATEMENTS (CONCLUDED)

DECEMBER 31, 1996

4. SUMMARY OF INVESTMENTS AS OF DECEMBER 31, 1996--METROPOLITAN SERIES FUND,
INC. (CONCLUDED)

<TABLE>
<CAPTION>
AGGRESSIVE GROWTH PORTFOLIO
-----------------------------
VALUE
(NOTE 1A)
<S> <C> <C>
COMMON STOCK
Automotive............................ $ 8,300,475 (0.6%)
Banking............................... 52,161,093 (4.0%)
Broadcasting.......................... 1,911,644 (0.1%)
Business Services..................... 111,731,275 (8.5%)
Chemicals............................. 8,035,150 (0.6%)
Drugs & Health Care................... 40,531,901 (3.1%)
Electronics........................... 159,063,920 (12.0%)
Finance............................... 1,903,687 (0.1%)
Financial Services.................... 36,782,250 (2.8%)
Food & Beverages...................... 8,800,137 (0.7%)
Hospital Supply....................... 24,680,369 (1.9%)
Hotel & Restaurant.................... 147,865,328 (11.2%)
Insurance............................. 24,104,063 (1.8%)
Leisure............................... 22,011,718 (1.7%)
Machinery............................. 5,305,125 (0.4%)
Office & Business Equipment........... 46,756,744 (3.5%)
Oil................................... 1,795,219 (0.1%)
Oil & Gas Exploration................. 22,009,875 (1.7%)
Oil--Services......................... 115,561,562 (8.7%)
Personal Care......................... 2,647,288 (0.2%)
Printing & Publishing................. 7,947,212 (0.6%)
Retail Trade.......................... 116,932,900 (8.9%)
Software.............................. 110,257,289 (8.3%)
Textiles & Apparel.................... 38,388,025 (2.9%)
Tobacco............................... 1,785,938 (0.1%)
Transportation--Airlines.............. 19,139,375 (1.4%)
Utilities--Miscellaneous.............. 7,936,000 (0.6%)
Utilities--Telephone.................. 19,502,387 (1.5%)
-------------
Total Common Stock.................... 1,163,847,949 (88.0%)
-------------
PREFERRED STOCK
Printing & Publishing................. 3,590,300 (0.3%)
-------------
Total Equity Securities................. 1,167,438,249 (88.3%)
TOTAL LONG-TERM DEBT
SECURITIES--CONVERTIBLE BONDS.......... 2,312,500 (0.2%)
TOTAL SHORT-TERM OBLIGATIONS--COMMERCIAL
PAPER.................................. 142,773,021 (10.8%)
-------------
TOTAL INVESTMENTS....................... 1,312,523,770 (99.3%)
Other Assets Less Liabilities......... 9,325,594 (0.7%)
-------------
NET ASSETS.............................. $1,321,849,364 (100.0%)
-------------
-------------
</TABLE>

63
<PAGE>
INDEPENDENT AUDITORS' REPORT

Metropolitan Life Insurance Company

We have audited the accompanying consolidated balance sheets of Metropolitan
Life Insurance Company (the "Company") as of December 31, 1996 and 1995 and the
related consolidated statements of earnings, equity and cash flows for each of
the three years in the period ended December 31, 1996. These consolidated
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in
all material respects, the consolidated financial position of the Company at
December 31, 1996 and 1995 and the consolidated results of its operations and
its consolidated cash flows for each of the three years in the period ended
December 31, 1996 in conformity with generally accepted accounting principles.

As discussed in Notes 1 and 13 to the consolidated financial statements, the
Company has retroactively adopted applicable generally accepted accounting
principles relating to mutual life insurance companies and has changed, as of
December 31, 1994, the method of accounting for fixed maturity investments.

Deloitte & Touche LLP
New York, New York

April 4, 1997

64
<PAGE>
METROPOLITAN LIFE INSURANCE COMPANY
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 1996 AND 1995

<TABLE>
<CAPTION>
1996
-----------
NOTES (IN
----------- MILLIONS)
<S> <C> <C>
ASSETS
INVESTMENTS:
Fixed Maturities:.................................................................................... 2,12
Available for Sale, at Estimated Fair Value........................................................ $ 75,039
Held to Maturity, at Amortized Cost................................................................ 11,322
Equity Securities.................................................................................... 2,12 2,816
Mortgage Loans on Real Estate........................................................................ 2,12 18,964
Policy Loans......................................................................................... 12 5,842
Real Estate.......................................................................................... 2 7,744
Real Estate Joint Ventures........................................................................... 4 851
Other Limited Partnership Interests.................................................................. 4 992
Leases and Leveraged Leases.......................................................................... 2 1,883
Short-Term Investments............................................................................... 12 741
Other Invested Assets................................................................................ 2,692
-----------
Total Investments.................................................................................. 128,886
Cash and Cash Equivalents.............................................................................. 12 2,325
Deferred Policy Acquisition Costs...................................................................... 7,227
Accrued Investment Income.............................................................................. 1,611
Premiums and Other Receivables......................................................................... 2,916
Deferred Income Taxes Receivable....................................................................... 37
Other Assets........................................................................................... 2,094
Separate Account Assets................................................................................ 43,775
-----------
TOTAL ASSETS....................................................................................... $ 188,871
-----------
-----------
LIABILITIES AND EQUITY
LIABILITIES
Future Policy Benefits................................................................................. 5 $ 69,223
Policyholder Account Balances.......................................................................... 5,12 47,674
Other Policyholder Funds............................................................................... 12 4,179
Policyholder Dividends Payable......................................................................... 1,817
Short- and Long-Term Debt.............................................................................. 9,12 5,365
Income Taxes Payable:.................................................................................. 6
Current.............................................................................................. 599
Deferred............................................................................................. --
Other Liabilities...................................................................................... 4,632
Separate Account Liabilities........................................................................... 43,399
-----------
-----------
Total Liabilities.................................................................................. 176,888
-----------
-----------
Commitments and Contingencies (Notes 2, 4 and 10)
EQUITY
Retained Earnings...................................................................................... 10,937
Net Unrealized Investment Gains........................................................................ 3 1,028
Foreign Currency Translation Adjustments............................................................... 18
-----------
-----------
TOTAL EQUITY....................................................................................... 13 11,983
-----------
-----------
TOTAL LIABILITIES AND EQUITY....................................................................... $ 188,871
-----------
-----------

<CAPTION>
1995
-----------

<S> <C>
ASSETS
INVESTMENTS:
Fixed Maturities:....................................................................................
Available for Sale, at Estimated Fair Value........................................................ $ 76,412
Held to Maturity, at Amortized Cost................................................................ 11,340
Equity Securities.................................................................................... 1,749
Mortgage Loans on Real Estate........................................................................ 17,216
Policy Loans......................................................................................... 5,714
Real Estate.......................................................................................... 8,761
Real Estate Joint Ventures........................................................................... 753
Other Limited Partnership Interests.................................................................. 797
Leases and Leveraged Leases.......................................................................... 1,503
Short-Term Investments............................................................................... 1,769
Other Invested Assets................................................................................ 2,651
-----------
Total Investments.................................................................................. 128,665
Cash and Cash Equivalents.............................................................................. 1,930
Deferred Policy Acquisition Costs...................................................................... 6,508
Accrued Investment Income.............................................................................. 1,961
Premiums and Other Receivables......................................................................... 2,533
Deferred Income Taxes Receivable....................................................................... --
Other Assets........................................................................................... 2,157
Separate Account Assets................................................................................ 39,384
-----------
TOTAL ASSETS....................................................................................... $ 183,138
-----------
-----------
LIABILITIES AND EQUITY
LIABILITIES
Future Policy Benefits................................................................................. $ 68,256
Policyholder Account Balances.......................................................................... 48,133
Other Policyholder Funds............................................................................... 4,006
Policyholder Dividends Payable......................................................................... 1,825
Short- and Long-Term Debt.............................................................................. 5,580
Income Taxes Payable:..................................................................................
Current.............................................................................................. 827
Deferred............................................................................................. 230
Other Liabilities...................................................................................... 3,666
Separate Account Liabilities........................................................................... 38,861
-----------
-----------
Total Liabilities.................................................................................. 171,384
-----------
-----------
Commitments and Contingencies (Notes 2, 4 and 10)
EQUITY
Retained Earnings...................................................................................... 10,084
Net Unrealized Investment Gains........................................................................ 1,646
Foreign Currency Translation Adjustments............................................................... 24
-----------
-----------
TOTAL EQUITY....................................................................................... 11,754
-----------
-----------
TOTAL LIABILITIES AND EQUITY....................................................................... $ 183,138
-----------
-----------
</TABLE>

See accompanying notes to consolidated financial statements.

The New York State Insurance Department (the "Department") recognizes only
statutory accounting practices for determining and reporting the financial
condition and results of operations of an insurance company for determining
solvency under the New York Insurance Law. No consideration is given by the
Department to financial statements prepared in accordance with generally
accepted accounting principles in making such determination.

65
<PAGE>
METROPOLITAN LIFE INSURANCE COMPANY
CONSOLIDATED STATEMENTS OF EARNINGS
FOR THE YEARS ENDED DECEMBER 31, 1996, 1995, AND 1994

<TABLE>
<CAPTION>
NOTES 1996 1995 1994
----------- ----------- ----------- -----------
(IN MILLIONS)
<S> <C> <C> <C> <C>
REVENUES
Premiums.................................................... 5 $ 11,462 $ 11,178 $ 10,078
Universal Life and Investment-Type Product Policy Fee
Income..................................................... 1,173 1,105 883
Net Investment Income....................................... 3 8,848 8,711 8,283
Investment Gains, Net....................................... 3 603 199 4
Commissions, Fees and Other Income.......................... 1,152 741 636
----------- ----------- -----------
Total Revenues............................................ 23,238 21,934 19,884
----------- ----------- -----------
BENEFITS AND OTHER DEDUCTIONS
Policyholder Benefits....................................... 5 12,525 11,976 11,179
Interest Credited to Policyholder Account Balances.......... 2,868 3,143 3,040
Policyholder Dividends...................................... 1,728 1,786 1,752
Other Operating Costs and Expenses.......................... 4,711 4,285 3,500
----------- ----------- -----------
Total Benefits and Other Deductions..................... 21,832 21,190 19,471
Earnings from Continuing Operations before Income Taxes..... 1,406 744 413
Income Taxes................................................ 6 482 407 380
----------- ----------- -----------
Earnings from Continuing Operations......................... 924 337 33
----------- ----------- -----------
Discontinued Operations:
(Loss) Earnings from Discontinued Operations (Net of
Income Tax (Benefit) Expense of $(18) in 1996, $32 in
1995 and $54 in 1994)................................... (52) (54) 81
(Loss) Gain on Disposal of Discontinued Operations (Net of
Income Tax (Benefit) Expense of $(11) in 1996 and $106
in 1995)................................................ (19) 416 --
----------- ----------- -----------
(Loss) Earnings from Discontinued Operations.............. (71) 362 81
----------- ----------- -----------
NET EARNINGS................................................ 13 $ 853 $ 699 $ 114
----------- ----------- -----------
----------- ----------- -----------
</TABLE>

See accompanying notes to consolidated financial statements.

66
<PAGE>
METROPOLITAN LIFE INSURANCE COMPANY
CONSOLIDATED STATEMENTS OF EQUITY
FOR THE YEARS ENDED DECEMBER 31, 1996 ,1995 AND 1994

<TABLE>
<CAPTION>
NOTES 1996 1995 1994
----------- ----------- ----------- ---------
(IN MILLIONS)
<S> <C> <C> <C> <C>
RETAINED EARNINGS, BEGINNING OF YEAR........................ $ 10,084 $ 9,385 $ 9,271
Net Earnings................................................ 853 699 114
----------- ----------- ---------
RETAINED EARNINGS, END OF YEAR.............................. 10,937 10,084 9,385
----------- ----------- ---------
NET UNREALIZED INVESTMENT GAINS (LOSSES), BEGINNING OF
YEAR....................................................... 1,646 (955) 259
Cumulative Effect of Accounting Change...................... 1 -- -- (1,247)
Change in Unrealized Investment (Losses) Gains.............. (618) 2,601 33
----------- ----------- ---------
NET UNREALIZED INVESTMENT GAINS (LOSSES), END OF YEAR....... 1,028 1,646 (955)
----------- ----------- ---------
FOREIGN CURRENCY TRANSLATION ADJUSTMENTS, BEGINNING OF
YEAR....................................................... 24 (2) (17)
Change in foreign currency translation adjustments.......... (6) 26 15
----------- ----------- ---------
FOREIGN CURRENCY TRANSLATION ADJUSTMENTS, END OF YEAR....... 18 24 (2)
----------- ----------- ---------
TOTAL EQUITY, END OF YEAR................................. 13 $ 11,983 $ 11,754 $ 8,428
----------- ----------- ---------
----------- ----------- ---------
</TABLE>

See accompanying notes to consolidated financial statements.

67
<PAGE>
METROPOLITAN LIFE INSURANCE COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994

<TABLE>
<CAPTION>
1996 1995 1994
------------- ------------- -------------
(IN MILLIONS)
<S> <C> <C> <C>
NET EARNINGS.................. $ 853 $ 699 $ 114
Adjustments to Reconcile Net
Earnings to Net Cash
Provided by Operating
Activities:
Change in Deferred Policy
Acquisition Costs, Net... (391) (376) (538)
Change in Accrued
Investment Income........ 350 (191) (70)
Change in Premiums and
Other Receivables........ (106) (29) (458)
Undistributed (Income)
Loss of Real Estate Joint
Ventures and Other
Limited Partnerships..... 100 (95) 150
Gains from Sale of
Investments and
Businesses, Net.......... (573) (721) (4)
Depreciation and
Amortization Expenses.... (18) 30 (25)
Interest Credited to
Policyholder Account
Balances................. 2,868 3,143 3,040
Universal Life and
Investment-Type Product
Policy Fee Income........ (1,173) (1,105) (883)
Change in Future Policy
Benefits................. 2,149 2,332 2,089
Change in Other
Policyholder Funds....... 181 (66) 65
Change in Policyholder
Dividends Payable........ (8) 11 (55)
Change in Income Taxes
Payable.................. (134) 327 503
Other, Net................ (410) 864 52
------------- ------------- -------------
NET CASH PROVIDED BY OPERATING
ACTIVITIES.................. 3,688 4,823 3,980
------------- ------------- -------------
Cash Flows from Investing
Activities:
Sales, Maturities and
Repayments of:
Fixed Maturities.......... 76,117 64,372 47,658
Equity Securities......... 2,069 694 795
Mortgage Loans on Real
Estate................... 2,380 3,182 2,684
Real Estate............... 1,948 1,193 688
Real Estate Joint
Ventures................. 410 387 471
Other Limited Partnership
Interests................ 178 42 24
Purchases of:
Fixed Maturities.......... (76,225) (66,693) (51,073)
Equity Securities......... (2,742) (781) (812)
Mortgage Loans on Real
Estate................... (4,225) (2,491) (1,465)
Real Estate............... (859) (904) (773)
Real Estate Joint
Ventures................. (130) (285) (51)
Other Limited Partnership
Interests................ (307) (87) (164)
Net Change in Short-Term
Investments............... 1,028 (634) 198
Net Change in Policy
Loans..................... (128) (112) (393)
Other, Net.................. (438) (568) (107)
------------- ------------- -------------
NET CASH USED BY INVESTING
ACTIVITIES.................. (924) (2,685) (2,320)
------------- ------------- -------------
Cash Flows from Financing
Activities:
Policyholder Account
Balances
Deposits.................. 17,167 16,017 15,580
Withdrawals............... (19,321) (19,142) (16,876)
Additions to Long-Term
Debt...................... -- 692 148
Repayments of Long-Term
Debt...................... (284) (389) (334)
Net Increase (Decrease) in
Short-Term Debt........... 69 (78) 143
------------- ------------- -------------
NET CASH USED BY FINANCING
ACTIVITIES.................. (2,369) (2,900) (1,339)
------------- ------------- -------------
Change in Cash and Cash
Equivalents............... 395 (762) 321
Cash and Cash Equivalents,
Beginning of Year......... 1,930 2,692 2,371
------------- ------------- -------------
CASH AND CASH EQUIVALENTS, END
OF YEAR..................... $ 2,325 $ 1,930 $ 2,692
------------- ------------- -------------
------------- ------------- -------------
Supplemental Cash Flow
Information:
Interest Paid............... $ 310 $ 280 $ 257
------------- ------------- -------------
------------- ------------- -------------
Income Taxes Paid........... $ 497 $ 283 $ 161
------------- ------------- -------------
------------- ------------- -------------
</TABLE>

See accompanying notes to consolidated financial statements.

68
<PAGE>
METROPOLITAN LIFE INSURANCE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BUSINESS

Metropolitan Life Insurance Company ("MetLife") and its subsidiaries
(collectively, the "Company") principally provide life insurance and annuity
products and pension, pension-related and investment-related services to
individuals, corporations and other institutions. The Company also provides
nonmedical health, disability and property and casualty insurance and offers
investment management, investment advisory, and commercial finance services.

BASIS OF PRESENTATION AND PRINCIPLES OF CONSOLIDATION

The accompanying consolidated financial statements have been prepared in
conformity with generally accepted accounting principles ("GAAP"). The New York
State Insurance Department (the "Department") recognizes only statutory
accounting practices for determining and reporting the financial condition and
results of operations of an insurance company for determining solvency under the
New York Insurance Law. No consideration is given by the Department to financial
statements prepared in accordance with GAAP in making such determination.

The accompanying consolidated financial statements include the accounts of
MetLife and its subsidiaries, partnerships and joint venture interests in which
MetLife has control. Other equity investments in affiliated companies,
partnerships and joint ventures are generally reported on the equity basis.
Significant intercompany transactions and balances have been eliminated in
consolidation.

Minority interest related to subsidiaries, partnership and joint venture
interests that are consolidated amounted to $149 million and $137 million at
December 31, 1996 and 1995, respectively, and is included in other liabilities.
Minority interest in earnings of $30 million, $22 million and $5 million in
1996, 1995 and 1994, respectively, is included in other operating costs and
expenses.

In August 1996, MetLife completed a merger with New England Mutual Life
Insurance Company ("The New England") whereby The New England was merged
directly into MetLife. The merger was accounted for as a pooling of interest
and, accordingly, the accompanying consolidated financial statements include the
accounts and operations of The New England for all periods.

Prior to 1996, MetLife, as a mutual life insurance company, prepared its
financial statements in conformity with accounting practices prescribed or
permitted by the Department (statutory financial statements), which accounting
practices were considered to be GAAP for a mutual life insurance company. In
1996, MetLife adopted Interpretation No. 40, APPLICABILITY OF GENERALLY ACCEPTED
ACCOUNTING PRINCIPLES TO MUTUAL LIFE INSURANCE AND OTHER ENTERPRISES (the
"Interpretation"), and Statement of Financial Accounting Standards ("SFAS") No.
120, ACCOUNTING AND REPORTING BY MUTUAL LIFE INSURANCE ENTERPRISES AND BY
INSURANCE ENTERPRISES FOR CERTAIN LONG DURATION PARTICIPATING POLICIES (the
"Standard"), of the Financial Accounting Standards Board ("FASB"). The
Interpretation and the Standard required mutual life insurance companies to
adopt all standards promulgated by the FASB in their general purpose financial
statements. The financial statements of MetLife for 1995 and 1994 have been
retroactively restated to reflect the adoption of all applicable authoritative
GAAP pronouncements. The effect of such adoption, except for SFAS No. 115,
"ACCOUNTING FOR CERTAIN INVESTMENTS IN DEBT AND EQUITY SECURITIES," has been
reflected in equity at January 1, 1994 (see Note 13).

As of December 31, 1994, the Company adopted SFAS No. 115, which expanded
the use of fair value accounting for those securities that a company does not
have positive intent and ability to hold to maturity. Implementation of SFAS No.
115 decreased consolidated equity at December 31, 1994, by $1,247 million, net
of deferred income taxes, amounts attributable to participating pension
contractholders and adjustments of deferred policy acquisition costs and future
policy benefits. In 1995, the FASB issued implementation guidance for SFAS No.
115 and permitted companies a one-time opportunity, through December 31, 1995,
to reassess the appropriateness of the classification of all securities held at
that time. On December 31, 1995, the Company transferred $3,058 million of
securities classified as held to maturity to the available for sale portfolio.
As a result, consolidated equity at December 31, 1995, increased by $135
million, excluding the effects of deferred income taxes, amounts attributable to
participating pension contractholders and adjustments of deferred policy
acquisition costs and future policy benefits.

69
<PAGE>
METROPOLITAN LIFE INSURANCE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
VALUATION OF INVESTMENTS

Fixed maturity securities for which the Company has the positive intent and
ability to hold to maturity are stated principally at amortized cost and include
bonds and redeemable preferred stock. All other fixed maturity securities are
classified as available for sale and are reported at estimated fair value.
Equity securities are stated principally at estimated fair value and include
common stocks and nonredeemable preferred stocks. Unrealized investment gains
and losses on fixed maturity securities available for sale and equity securities
are reported as a separate component of equity. Such amounts are net of related
deferred income taxes, amounts attributable to participating pension
contractholders and adjustments of deferred policy acquisition costs and future
policy benefits relating to unrealized gains on available for sale securities.
Costs of fixed maturity and equity securities are adjusted for impairments in
value deemed to be other than temporary. All security transactions are recorded
on a trade date basis.

Mortgage loans in good standing are carried at outstanding principal
balances less unaccreted discounts. Mortgage loans are considered impaired when,
based on current information and events, it is probable that the Company will be
unable to collect all amounts due according to the contract terms of the loan
agreement. When the Company determines that a loan is impaired, an allowance for
loss is established for the difference between the carrying value of the
mortgage loan and the estimated fair value. Estimated fair value is based on
either the present value of expected future cash flows discounted at the loan's
effective interest rate, the loan's observable market price or the fair value of
the collateral. The provision for losses is reported as a realized investment
loss. Mortgage loans deemed to be uncollectible are charged against the
allowance for losses and subsequent recoveries, if any, are credited to the
allowance for losses.

Investment real estate, including real estate acquired in satisfaction of
debt, is generally stated at depreciated cost (or amortized cost for capital
leases). At the date of foreclosure, real estate acquired in satisfaction of
debt is recorded at estimated fair value. Cost is adjusted for impairment
whenever events or changes in circumstances indicate that the carrying amount of
the investment may not be recoverable. In performing the review for
recoverability, management estimates future cash flows expected from real estate
investments including proceeds on disposition. If the sum of such expected
future cash flows (undiscounted and without interest charges) is less than the
carrying amount of the real estate, an impairment loss is recognized.
Measurement of impairment losses is based on the estimated fair market value of
the real estate, which is generally computed using the present value of expected
future cash flows discounted at a rate commensurate with underlying risks. Real
estate investments that management intends to sell in the near term are reported
at the lower of cost or estimated fair market value less allowances for the
estimated cost of sales. Changes in allowances relating to real estate to be
disposed of and impairments of real estate are reported as realized investment
gains or losses.

Depreciation, including charges relating to capital leases, of real estate
is computed using the straight-line method over the estimated useful lives of
the properties, which generally range from 20 to 40 years or the terms of the
lease, if shorter. Accumulated depreciation and amortization on real estate was
$2,109 million and $2,187 million at December 31, 1996 and 1995, respectively.
Depreciation and amortization expense totaled $348 million, $427 million and
$356 million for the years ended December 31, 1996, 1995 and 1994, respectively.

Policy loans are stated at unpaid principal balances. Short-term investments
are stated at amortized cost, which approximates fair value.

The Company acts as the lessor of equipment in both direct financing and
operating lease transactions. At lease commencement, the company records the
aggregate future minimum lease payments due, the estimated residual value of the
leased equipment and unearned lease income for direct financing leases. The
unearned lease income represents the excess of aggregate future minimum lease
receipts plus the estimated residual value over the cost of the leased equipment
or its net capitalized value. Lease income is recognized over the term of the
lease in a manner which reflects a level yield on the net investment in the
lease. Certain origination fees and costs are deferred and recognized over the
term of the lease using the interest method. For operating lease transactions,
the cost of equipment or its net realizable value is depreciated on a
straight-line basis over its estimated economic life and lease income is
recorded as earned.

The Company participates in leasing transactions in which it supplies only a
portion of the purchase price, but generally has the entire equity interest in
the equipment and rentals receivable (leveraged leases). These interests,

70
<PAGE>
METROPOLITAN LIFE INSURANCE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
however, are subordinated to the interests of the lenders supplying the
nonequity portion of the repurchase price. The financing is generally in the
form of long-term debt that provides for no recourse against the Company and is
collateralized by the property. The investment in leveraged leases is recorded
net of the nonrecourse debt. Revenue, including related tax benefits, is
recorded over the term of the lease at a level rate of return. Management
regularly reviews residual values and writes down residuals to expected values
as needed.

INVESTMENT RESULTS

Realized investment gains and losses are determined by specific
identification and are presented as a component of revenues. Valuation
allowances are netted against asset categories to which they apply and
provisions for losses for investments are included in investment gains and
losses.

PROPERTY AND EQUIPMENT

Property and equipment and leasehold improvements are included in other
assets, and are stated at cost, less accumulated depreciation and amortization.
Depreciation, including charges relating to capitalized leases, is provided
using the straight-line or sum of the years digits methods over the estimated
useful lives of the assets, which generally range from 20 to 40 years for real
estate and five to 15 years or the term of the lease, if shorter, for all other
property and equipment. Amortization of leasehold improvements is provided using
the straight-line method over the lesser of the term of the lease or the
estimated useful life of the improvements.

RECOGNITION OF INCOME AND EXPENSES

Premiums from traditional life and annuity policies with life contingencies
are generally recognized as income when due. Benefits and expenses are matched
with such income so as to result in the recognition of profits over the life of
the contract. This match is accomplished by means of the provision for
liabilities for future policy benefits and the deferral and subsequent
amortization of policy acquisition costs.

For contracts with a single premium, or limited number of premium payments
due over a significantly shorter period of time than the total period over which
benefits are provided ("limited payment contracts"), premiums are recorded as
income when due with any excess profit deferred and recognized in income in a
constant relationship to insurance in force or, for annuities, the amount of
expected future benefit payments.

Premiums from nonmedical health contracts are recognized as income on a pro
rata basis over the contract terms.

Premiums from universal life and investment-type contracts are reported as
deposits to policyholder account balances. Revenues from these contracts consist
of amounts assessed during the period against policyholder account balances for
mortality, policy administration and surrender charges. Policy benefits and
claims that are charged to expenses include benefit claims incurred in the
period in excess of related policyholder account balances and interest credited
to policyholder account balances.

Property and liability premiums are generally recognized as revenue on a pro
rata basis over the policy term. Unearned premiums are included in other
liabilities and are computed principally by the monthly pro rata method.

DEFERRED POLICY ACQUISITION COSTS

The costs of acquiring new business, principally commissions, agency and
policy issue expenses, all of which vary with and are primarily related to the
production of new business, have been deferred. Deferred policy acquisition
costs are subject to recoverability testing at the time of policy issue and loss
recognition testing at the end of each accounting period.

Deferred policy acquisition costs are amortized over 40 years for
participating traditional life and 30 years for universal life and
investment-type products as a constant percentage of estimated gross margins or
profits arising principally from surrender charges and interest, mortality and
expense margins based on historical and anticipated

71
<PAGE>
METROPOLITAN LIFE INSURANCE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
future experience, updated regularly. The effects of revisions to experience on
previous amortization of deferred policy acquisition costs are reflected in
earnings in the period estimated gross margins or profits are revised.

For nonparticipating traditional life and annuity policies with life
contingencies, deferred policy acquisition costs are amortized in proportion to
anticipated premiums. Assumptions as to anticipated premiums are estimated at
the date of policy issue and are consistently applied during the life of the
contracts. Deviations from estimated experience are reflected in earnings in the
period such deviations occur. For these contracts, the amortization periods
generally are for the estimated life of the policy.

For nonmedical health insurance contracts, deferred policy acquisition costs
are amortized over the life of the contracts (generally 10 years) in proportion
to anticipated premium revenue at the time of issue.

For property and liability insurance, deferred policy acquisition costs are
amortized over the terms of policies or reinsurance treaties.

VALUE OF INSURANCE BUSINESS ACQUIRED AND GOODWILL

The cost of insurance acquired of $358 million and $381 million at December
31, 1996 and 1995, respectively, and the excess of purchase price over the fair
value of net assets acquired of $17 million and $22 million at December 31, 1996
and 1995, respectively, are included in other assets. The cost of insurance
acquired is being amortized over the expected policy or contract duration in
relation to the present value of estimated gross profits from such policies and
contracts. Accumulated amortization of cost of insurance acquired was $48
million and $18 million at December 31, 1996 and 1995, respectively, and related
amortization expense was $30 million, $27 million and $2 million for the years
ended December 31, 1996, 1995 and 1994, respectively. The excess of purchase
price over the fair value of assets acquired is being amortized generally over a
10 year period using the straight-line method. Accumulated amortization of cost
in excess of net assets acquired was $48 million and $43 million at December 31,
1996 and 1995, respectively, and related amortization expense was $5 million, $5
million and $6 million for the years ended December 31, 1996, 1995 and 1994,
respectively.

FUTURE POLICY BENEFITS AND POLICYHOLDER ACCOUNT BALANCES

Future policy benefit liabilities for participating traditional life
insurance policies are equal to the aggregate of net level premium reserves for
death and endowment policy benefits, the liability for terminal dividends and
premium deficiency reserves. The net level premium reserve is calculated based
on the nonforfeiture interest rate, ranging from 2.5 percent to 7.0 percent, and
mortality rates guaranteed in calculating the cash surrender values described in
such contracts. Premium deficiency reserves are established, if necessary, when
the liabilities for future policy benefits plus the present value of expected
future gross premiums are insufficient to provide for expected future policy
benefits and expenses after deferred policy acquisition costs are written off.

Future policy benefit liabilities for traditional annuities during the
accumulation period are equal to accumulated contractholder fund balances and,
after annuitization, are equal to the present value of expected future payments.
Interest rates used in establishing future policy benefit liabilities range from
2.5 percent to 7.0 percent for life insurance policies and 6.0 percent to 8.25
percent for annuity contracts.

Policyholder account balances for universal life and investment-type
contracts are equal to the policy account values. The policy account values
represent an accumulation of gross premium payments plus credited interest less
expense and mortality charges and withdrawals.

Benefit liabilities for nonmedical health insurance are calculated using the
net level premium method and assumptions as to future morbidity, withdrawals and
interest, which provide a margin for adverse deviation. Benefit liabilities for
disabled lives are estimated using the present value of benefits method and
experience assumptions as to claim terminations, expenses and interest.

72
<PAGE>
METROPOLITAN LIFE INSURANCE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
For property and liability insurance, the liability for unpaid reported
losses is based on a case by case or overall estimate using the Company's past
experience. A provision is also made for losses incurred but not reported on the
basis of estimates and past experience.

INCOME TAXES

MetLife and its eligible life insurance and nonlife insurance subsidiaries
file a consolidated federal income tax return. The future tax consequences of
temporary differences between financial reporting and tax basis of assets and
liabilities are measured as of the balance sheet dates and are recorded as
deferred tax assets or liabilities.

SEPARATE ACCOUNT OPERATIONS

Separate Accounts are established in conformity with insurance laws and are
generally not chargeable with liabilities that arise from any other business of
the Company. Separate Account assets are subject to general account claims only
to the extent the value of such assets exceeds the Separate Account liabilities.
Separate Account assets and liabilities also include assets and liabilities
relating to unit-linked products sold in the United Kingdom.

Investments held in the Separate Accounts (stated at estimated fair market
value) and liabilities of the Separate Accounts (including participants'
corresponding equity in the Separate Accounts) are reported separately as assets
and liabilities. Deposits to Separate Accounts are reported as increases in
Separate Account liabilities and are not reported in revenues. Mortality, policy
administration and surrender charges to all Separate Accounts are included in
revenues.

POLICYHOLDER DIVIDENDS

The amount of policyholder dividends to be paid is determined annually by
the Board of Directors. The aggregate amount of policyholder dividends is
related to actual interest, mortality, morbidity and expense experience for the
year and management's judgment as to the appropriate level of statutory surplus
to be retained by the Company.

CASH AND CASH EQUIVALENTS

Cash and cash equivalents includes cash on hand, amounts due from banks and
highly liquid debt instruments purchased with an original maturity of three
months or less.

CONSOLIDATED STATEMENTS OF CASH FLOWS - NON CASH TRANSACTIONS

For the years ended December 31, 1996, 1995 and 1994, respectively, real
estate of $189 million, $429 million and $273 million was acquired in
satisfaction of debt. At December 31, 1996 and 1995, the Company owned real
estate acquired in satisfaction of debt of $456 million and $649 million,
respectively. During 1995 and 1994, respectively, the company assumed
liabilities of $1,573 million and $88 million and received assets of $1,573
million and $86 million through assumption of certain businesses from other
insurance companies.

DISCONTINUED OPERATIONS

In January 1995, the Company contributed its group medical benefits
businesses to a corporate joint venture, The MetraHealth Companies, Inc.
("MetraHealth"). In October 1995, the Company sold its investment in MetraHealth
to United HealthCare Corporation. For its interest in MetraHealth, the Company
received $485 million face amount of United HealthCare Corporation convertible
preferred stock and $326 million in cash (including additional consideration of
$50 million in 1996). The sale resulted in an aftertax loss of $36 million in
1996 and an aftertax gain of $372 million in 1995. Operating losses in 1996
related principally to the finalization of the transfer of group medical
contracts to MetraHealth. The Company also has the right to receive from United
HealthCare Corporation up to approximately $169 million in cash based on the
1997 consolidated financial results of United HealthCare Corporation.

73
<PAGE>
METROPOLITAN LIFE INSURANCE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
During 1995, the company also sold its real estate brokerage, mortgage
banking and mortgage administration operations for an aggregate consideration of
$251 million (including additional cash consideration of $25 million in 1996),
resulting in aftertax gains of $17 million in 1996 and $44 million in 1995.

These operations are accounted for as discontinued operations and,
accordingly, are segregated in the accompanying consolidated statements of
earnings.

FOREIGN CURRENCY TRANSLATION

Assets and liabilities of foreign operations and subsidiaries are translated
at the exchange rate in effect at year end. Revenues and benefits and other
expenses are translated at the average rate prevailing during the year.
Translation adjustments arising from the use of differing exchange rates from
period to period are charged or credited directly to equity.

ESTIMATES

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities, the
disclosure of contingent assets and liabilities at the date of the financial
statements, and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

2. INVESTMENTS

FIXED MATURITY AND EQUITY SECURITIES

The cost or amortized cost, gross unrealized gain and loss and estimated
fair value of fixed maturity and equity securities, by category, are shown
below.

HELD TO MATURITY SECURITIES -- DECEMBER 31, 1996 (IN MILLIONS):
<TABLE>
<CAPTION>
GROSS
UNREALIZED
AMORTIZED --------------------
COST GAIN LOSS
----------- --------- ---------
<S> <C> <C> <C>
Fixed Maturities:
Bonds:
U. S. Treasury securities and obligations of U. S. government corporations and
agencies............................................................................ $ 48 $ 3
States and political subdivisions..................................................... 58 1
Foreign governments................................................................... 260 5
Corporate............................................................................. 7,520 236 $ 64
Mortgage-backed securities............................................................ 689 1 16
Other................................................................................. 2,746 85 24
----------- --------- ---------
Total bonds............................................................................. 11,321 331 104
Redeemable preferred stocks............................................................. 1 -- --
----------- --------- ---------
Total Fixed Maturities.................................................................... $ 11,322 $ 331 $ 104
----------- --------- ---------
----------- --------- ---------

ESTIMATED
FAIR VALUE
-----------
<S> <C>
Fixed Maturities:
Bonds:
U. S. Treasury securities and obligations of U. S. government corporations and
agencies............................................................................ $ 51
States and political subdivisions..................................................... 59
Foreign governments................................................................... 265
Corporate............................................................................. 7,692
Mortgage-backed securities............................................................ 674
Other................................................................................. 2,807
-----------
Total bonds............................................................................. 11,548
Redeemable preferred stocks............................................................. 1
-----------
Total Fixed Maturities.................................................................... $ 11,549
-----------
-----------
</TABLE>

74
<PAGE>
METROPOLITAN LIFE INSURANCE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

2. INVESTMENTS (CONTINUED)
HELD TO MATURITY SECURITIES -- DECEMBER 31, 1995 (IN MILLIONS):
<TABLE>
<CAPTION>
GROSS
UNREALIZED
AMORTIZED ----------------------
COST GAIN LOSS
----------- --------- -----
<S> <C> <C> <C>
Fixed Maturities:
Bonds:
U. S. Treasury securities and obligations of U. S. government corporations and
agencies............................................................................. $ 63 $ 3
States and political subdivisions...................................................... 57 --
Foreign governments.................................................................... 194 10
Corporate.............................................................................. 8,039 398 $ 33
Mortgage-backed securities............................................................. 860 5 31
Other.................................................................................. 2,126 128 5
----------- --------- ---
Total bonds.............................................................................. 11,339 544 69
Redeemable preferred stocks.............................................................. 1 -- --
----------- --------- ---
Total Fixed Maturities..................................................................... $ 11,340 $ 544 $ 69
----------- --------- ---
----------- --------- ---

ESTIMATED
FAIR VALUE
-----------
<S> <C>
Fixed Maturities:
Bonds:
U. S. Treasury securities and obligations of U. S. government corporations and
agencies............................................................................. $ 66
States and political subdivisions...................................................... 57
Foreign governments.................................................................... 204
Corporate.............................................................................. 8,404
Mortgage-backed securities............................................................. 834
Other.................................................................................. 2,249
-----------
Total bonds.............................................................................. 11,814
Redeemable preferred stocks.............................................................. 1
-----------
Total Fixed Maturities..................................................................... $ 11,815
-----------
-----------
</TABLE>

AVAILABLE FOR SALE SECURITIES -- DECEMBER 31, 1996 (IN MILLIONS)
<TABLE>
<CAPTION>
GROSS
UNREALIZED
AMORTIZED --------------------
COST GAIN LOSS
----------- --------- ---------
<S> <C> <C> <C>
Fixed Maturities:
Bonds:
U. S. Treasury securities and obligations of U. S. government corporations and
agencies.......................................................................... $ 12,949 $ 901 $ 128
States and political subdivisions................................................... 536 13 1
Foreign governments................................................................. 2,597 266 6
Corporate........................................................................... 32,520 1,102 294
Mortgage-backed securities.......................................................... 21,200 407 91
Other............................................................................... 2,511 90 30
----------- --------- ---------
Total bonds........................................................................... 72,313 2,779 550
Redeemable preferred stocks........................................................... 500 -- 3
----------- --------- ---------
Total Fixed Maturities.................................................................. $ 72,813 $ 2,779 $ 553
----------- --------- ---------
----------- --------- ---------
Equity Securities:
Common stocks......................................................................... $ 1,882 $ 648 $ 55
Nonredeemable preferred stocks........................................................ 371 51 81
----------- --------- ---------
Total Equity Securities............................................................... $ 2,253 $ 699 $ 136
----------- --------- ---------
----------- --------- ---------

ESTIMATED
FAIR VALUE
-----------
<S> <C>
Fixed Maturities:
Bonds:
U. S. Treasury securities and obligations of U. S. government corporations and
agencies.......................................................................... $ 13,722
States and political subdivisions................................................... 548
Foreign governments................................................................. 2,857
Corporate........................................................................... 33,328
Mortgage-backed securities.......................................................... 21,516
Other............................................................................... 2,571
-----------
Total bonds........................................................................... 74,542
Redeemable preferred stocks........................................................... 497
-----------
Total Fixed Maturities.................................................................. $ 75,039
-----------
-----------
Equity Securities:
Common stocks......................................................................... $ 2,475
Nonredeemable preferred stocks........................................................ 341
-----------
Total Equity Securities............................................................... $ 2,816
-----------
-----------
</TABLE>

75
<PAGE>
METROPOLITAN LIFE INSURANCE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

2. INVESTMENTS (CONTINUED)
AVAILABLE FOR SALE SECURITIES -- DECEMBER 31, 1995 (IN MILLIONS)
<TABLE>
<CAPTION>
GROSS
UNREALIZED
AMORTIZED --------------------
COST GAIN LOSS
----------- --------- ---------
<S> <C> <C> <C>
Fixed Maturities:
Bonds:
U. S. Treasury securities and obligations of U. S. government corporations and
agencies............................................................................ $ 15,963 $ 2,194 $ 4
States and political subdivisions..................................................... 54 1 --
Foreign governments................................................................... 1,851 195 --
Corporate............................................................................. 29,742 1,905 124
Mortgage-backed securities............................................................ 21,255 707 28
Other................................................................................. 1,788 235 7
----------- --------- ---------
Total bonds........................................................................... 70,653 5,237 163
Redeemable preferred stocks........................................................... 593 95 3
----------- --------- ---------
Total Fixed Maturities.................................................................. $ 71,246 $ 5,332 $ 166
----------- --------- ---------
----------- --------- ---------

Equity Securities:
Common stocks......................................................................... $ 1,372 $ 389 $ 134
Nonredeemable preferred stocks........................................................ 167 2 47
----------- --------- ---------
Total Equity Securities................................................................. $ 1,539 $ 391 $ 181
----------- --------- ---------
----------- --------- ---------

ESTIMATED
FAIR VALUE
-----------
<S> <C>
Fixed Maturities:
Bonds:
U. S. Treasury securities and obligations of U. S. government corporations and
agencies............................................................................ $ 18,153
States and political subdivisions..................................................... 55
Foreign governments................................................................... 2,046
Corporate............................................................................. 31,523
Mortgage-backed securities............................................................ 21,934
Other................................................................................. 2,016
-----------
Total bonds........................................................................... 75,727
Redeemable preferred stocks........................................................... 685
-----------
Total Fixed Maturities.................................................................. $ 76,412
-----------
-----------
Equity Securities:
Common stocks......................................................................... $ 1,627
Nonredeemable preferred stocks........................................................ 122
-----------
Total Equity Securities................................................................. $ 1,749
-----------
-----------
</TABLE>

The amortized cost and estimated fair value of bonds classified as held to
maturity, by contractual maturity, are shown below.

<TABLE>
<CAPTION>
AMORTIZED ESTIMATED
DECEMBER 31, 1996 (IN MILLIONS) COST FAIR VALUE
----------- -----------
<S> <C> <C>
Due in one year or less....................................... $ 389 $ 391
Due after one year through five years......................... 3,317 3,413
Due after five years through 10 years......................... 5,444 5,562
Due after 10 years............................................ 1,482 1,508
----------- -----------
Subtotal...................................................... 10,632 10,874
Mortgage-backed securities.................................... 689 674
----------- -----------
Total......................................................... $ 11,321 $ 11,548
----------- -----------
----------- -----------
</TABLE>

The amortized cost and estimated fair value of bonds classified as available
for sale, by contractual maturity, are shown below.

<TABLE>
<CAPTION>
AMORTIZED ESTIMATED
DECEMBER 31, 1996 (IN MILLIONS) COST FAIR VALUE
----------- -----------
<S> <C> <C>
Due in one year or less....................................... $ 1,842 $ 1,844
Due after one year through five years......................... 13,659 13,957
Due after five years through 10 years......................... 15,729 16,228
Due after 10 years............................................ 19,883 20,997
----------- -----------
Subtotal...................................................... 51,113 53,026
Mortgage-backed securities.................................... 21,200 21,516
----------- -----------
Total......................................................... $ 72,313 $ 74,542
----------- -----------
----------- -----------
</TABLE>

76
<PAGE>
METROPOLITAN LIFE INSURANCE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Bonds not due at a single maturity date have been included in the above
tables in the year of final maturity. Expected maturities may differ from
contractual maturities because borrowers may have the right to call or prepay
obligations with or without prepayment penalties.

MORTGAGE LOANS

Mortgage loans are collateralized by properties principally located
throughout the United States and Canada. At December 31, 1996, approximately 16
percent and 7 percent of the properties were located in California and Illinois,
respectively. Generally, the Company (as the lender) requires that a minimum of
one-fourth of the purchase price of the underlying real estate be paid by the
borrower.

The mortgage loan investments were categorized as follows:

<TABLE>
<CAPTION>
DECEMBER 31 1996 1995
----- -----
<S> <C> <C>
Office buildings...................................................... 30% 32%
Retail................................................................ 19% 18%
Residential........................................................... 16% 17%
Agricultural.......................................................... 18% 16%
Other................................................................. 17% 17%
--- ---
Total................................................................. 100% 100%
--- ---
--- ---
</TABLE>

Many of the Company's real estate joint ventures have loans with the
Company. The carrying values of such mortgages were $869 million and $1,164
million at December 31, 1996 and 1995, respectively.

Mortgage loan valuation allowances and changes thereto are shown below.

<TABLE>
<CAPTION>
DECEMBER 31 (IN MILLIONS) 1996 1995 1994
--------- --------- ---------
<S> <C> <C> <C>
Balance, beginning of year................................ $ 466 $ 483 $ 569
Additions charged to income............................... 144 107 89
Deductions for writedowns and dispositions................ (166) (124) (175)
--------- --------- ---------
Balance, end of year...................................... $ 444 $ 466 $ 483
--------- --------- ---------
--------- --------- ---------
</TABLE>

Impaired mortgage loans and related valuation allowances are as follows:

<TABLE>
<CAPTION>
DECEMBER 31 (IN MILLIONS) 1996 1995
--------- ---------
<S> <C> <C>
Impaired mortgage loans with valuation allowances................ $ 1,677 $ 2,028
Impaired mortgage loans with no valuation allowances............. 165 389
--------- ---------
Recorded investment in impaired mortgage loans................... 1,842 2,417
Valuation allowances............................................. (427) (449)
--------- ---------
Net impaired mortgage loans...................................... $ 1,415 $ 1,968
--------- ---------
--------- ---------
</TABLE>

During the years ended December 31, 1996 and 1995, the Company's average
recorded investment in impaired mortgage loans was $2,113 million and $2,365
million, respectively. Interest income recognized on these impaired mortgage
loans totaled $122 million and $169 million for the years ended December 31,
1996 and 1995, respectively. Interest income earned on loans where the
collateral value is used to measure impairment is recorded on a cash basis.
Interest income on loans, where the present value method is used to measure
impairment, is accrued on the net carrying value amount of the loan at the
interest rate used to discount the cash flows.

77
<PAGE>
METROPOLITAN LIFE INSURANCE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

REAL ESTATE

Real Estate valuation allowances and changes thereto are shown below.

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31 (IN MILLIONS) 1996 1995 1994
--------- --------- ---------
<S> <C> <C> <C>
Balance, beginning of year.................................. $ 743 $ 622 $ 674
Additions charged to income................................. 127 358 82
Deductions for writedowns and dispositions.................. (341) (237) (134)
--------- --------- ---------
Balance, End of Year........................................ $ 529 $ 743 $ 622
--------- --------- ---------
--------- --------- ---------
</TABLE>

The above table does not include valuation reserves of $118 million, $167
million and $95 million at December 31, 1996, 1995 and 1994, respectively,
relating to investments in real estate joint ventures.

Prior to 1996, the Company established valuation allowances for impaired
real estate investments. During 1996, $150 million of valuation allowances
relating to real estate held for investment were applied as writedowns to
specific properties. The balance in the real estate valuation allowance at
December 31, 1996, relates to properties that management has committed to a plan
of sale. The carrying value, net of valuation allowances, of properties
committed to a plan of sale was $1,844 million at December 31, 1996. Net
investment income relating to such properties was $60 million for the year ended
December 31, 1996.

LEASES AND LEVERAGED LEASES

The Company's investment in direct financing leases and leveraged leases is
summarized below.

<TABLE>
<CAPTION>
DIRECT FINANCING LEVERAGED LEASES
LEASES TOTAL
-------------------- -------------------- --------------------
DECEMBER 31 (IN MILLIONS) 1996 1995 1996 1995 1996 1995
--------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
Investment...................... $ 1,247 $ 1,054 $ 507 $ 298 $ 1,754 $ 1,352
Estimated Residual Values....... 238 231 543 445 781 676
--------- --------- --------- --------- --------- ---------
Total........................... 1,485 1,285 1,050 743 2,535 2,028
Unearned Income................. (336) (295) (316) (230) (652) (525)
--------- --------- --------- --------- --------- ---------
Net Investment.................. $ 1,149 $ 990 $ 734 $ 513 $ 1,883 $ 1,503
--------- --------- --------- --------- --------- ---------
--------- --------- --------- --------- --------- ---------
</TABLE>

The investment amounts set forth above are due primarily in monthly
installments. The payment periods generally range from three to eight years, but
in certain circumstances are as long as 20 years. Average yields range from 7
percent to 12 percent. These receivables are generally collateralized by the
related property.

Scheduled aggregate receipts for the investment and estimated residual
values in direct financing leases are:

<TABLE>
<CAPTION>
DIRECT
YEAR ENDING DECEMBER 31 (IN MILLIONS) FINANCING RESIDUALS TOTAL
----------- ----------- ---------
<S> <C> <C> <C>
1997.................................................. $ 236 $ 20 $ 256
1998.................................................. 209 9 218
1999.................................................. 189 25 214
2000.................................................. 167 26 193
2001.................................................. 128 23 151
Thereafter............................................ 318 135 453
----------- ----- ---------
Total................................................. $ 1,247 $ 238 $ 1,485
----------- ----- ---------
----------- ----- ---------
</TABLE>

Historical collection experience indicates that a portion of the above
amounts will be paid prior to contractual maturity. Accordingly, the future
receipts, as shown above, should not be regarded as a forecast of future cash
flow.

78
<PAGE>
METROPOLITAN LIFE INSURANCE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

FINANCIAL INSTRUMENTS

The Company has a securities lending program whereby large blocks of
securities are loaned to third parties, primarily major brokerage firms. Company
policy requires a minimum of 102 percent of the fair value of the loaned
securities to be separately maintained as collateral for the loans. The
collateral is recorded in memorandum records and is not reflected in the
accompanying consolidated balance sheets. To further minimize the credit risks
related to this lending program, the Company regularly monitors the financial
condition of counterparties to these agreements.

The Company engages in a variety of derivative transactions. Certain
derivatives, such as forwards, futures, options and swaps, which do not
themselves generate interest or dividend income, are acquired or sold in order
to hedge or reduce risks applicable to assets held, or expected to be purchased
or sold, and liabilities incurred or expected to be incurred. The Company may
also sell covered call options for income generation purposes from time to time.
The Company does not engage in trading of these derivatives.

Derivative financial instruments involve varying degrees of market risk
resulting from changes in the volatility of interest rates, foreign currency
exchange rates or market values of the underlying financial instruments. The
Company's risk of loss is typically limited to the fair value of these
instruments and not by the notional or contractual amounts which reflect the
extent of involvement but not necessarily the amounts subject to risk. Credit
risk arises from the possible inability of counterparties to meet the terms of
the contracts. Credit risk due to counterparty nonperformance associated with
these instruments is the unrealized gain, if any, reflected by the fair value of
such instruments.

During the three year period ended December 31, 1996, the Company employed
several ongoing derivatives strategies. The Company entered into a number of
anticipatory hedges using securities forwards, futures and interest rate swaps
to limit the interest rate exposure of investments expected to be acquired or
sold within one year. The Company also executed swaps and foreign currency
forwards to hedge, including on an anticipatory basis, the foreign currency risk
of foreign currency denominated investments. The Company also used interest rate
swaps and forwards to reduce risks from changes in interest rates and exposures
arising from mismatches between assets and liabilities. In addition, the Company
has used interest rate caps to reduce the market and interest rate risks
relating to certain assets and liabilities.

Income and expenses related to derivatives used to hedge or manage risks are
recorded on the accrual basis as an adjustment to the yield of the related
securities over the periods covered by the derivative contracts. Gains and
losses relating to early terminations of interest rate swaps used to hedge or
manage interest rate risk are deferred and amortized over the remaining period
originally covered by the swap. Gains and losses relating to derivatives used to
hedge the risks associated with anticipated transactions are deferred and
utilized to adjust the basis of the transaction once it has closed. If it is
determined that the transaction will not close, such gains and losses are
included in realized investment gains and losses.

ASSETS ON DEPOSIT

As of December 31, 1996 and 1995, the Company had assets on deposit with
regulatory agencies of $4,062 million and $3,917 million, respectively.

79
<PAGE>
METROPOLITAN LIFE INSURANCE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

3. INVESTMENT INCOME AND INVESTMENT GAINS

The sources of investment income are as follows:

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31 (IN MILLIONS) 1996 1995 1994
--------- --------- ---------
<S> <C> <C> <C>
Fixed maturities..................................... $ 6,042 $ 6,006 $ 5,682
Equity securities.................................... 60 45 53
Mortgage loans on real estate........................ 1,523 1,501 1,573
Policy loans......................................... 399 394 359
Real estate.......................................... 1,647 1,833 1,870
Real estate joint ventures........................... 21 41 (99)
Other limited partnership interests.................. 70 23 40
Leases and leveraged leases.......................... 135 113 92
Cash, cash equivalents and short-term investments.... 214 231 146
Other investment income.............................. 281 326 337
--------- --------- ---------
Gross investment income............................ 10,392 10,513 10,053
Investment expenses.................................. (1,544) (1,802) (1,770)
--------- --------- ---------
Investment income, net............................. $ 8,848 $ 8,711 $ 8,283
--------- --------- ---------
--------- --------- ---------
</TABLE>

Investment gains (losses), including changes in valuation allowances, are
summarized as follows:

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31 (IN MILLIONS) 1996 1995 1994
--------- --------- ---------
<S> <C> <C> <C>
Fixed maturities............................................. $ 234 $ 621 $ (97)
Equity securities............................................ 78 (5) 141
Mortgage loans on real estate................................ (86) (51) (41)
Real estate.................................................. 165 (375) (20)
Real estate joint ventures................................... 206 (16) 18
Other limited partnership interests.......................... 82 117 28
Other........................................................ (76) (92) (25)
--------- --------- ---------
Investment gains, net...................................... $ 603 $ 199 $ 4
--------- --------- ---------
--------- --------- ---------
</TABLE>

Proceeds from the sales of bonds classified as available for sale during
1996, 1995 and 1994 were $74,580 million, $58,537 million and $43,903 million,
respectively. During 1996, 1995 and 1994, respectively, gross gains of $1,069
million, $1,013 million and $642 million and gross losses of $842 million, $402
million and $719 million were realized on those sales. Proceeds from the sale of
bonds classified as held to maturity during 1996, 1995 and 1994 were $1,281
million, $1,806 million and $1,797 million, respectively. During 1996, 1995 and
1994, respectively, gross gains of $10 million, $17 million and $9 million and
gross losses of $1 million, $4 million and $13 million were realized on those
sales. Sales of held to maturity bonds were principally due to prepayments and
callable features on privately placed bonds.

80
<PAGE>
METROPOLITAN LIFE INSURANCE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

3. INVESTMENT INCOME AND INVESTMENT GAINS (CONTINUED)
The net unrealized investment gains (losses), which are included in the
consolidated balance sheets as a component of equity, and the changes for the
corresponding years are summarized as follows:

<TABLE>
<CAPTION>
DECEMBER 31 (IN MILLIONS) 1996 1995 1994
--------- --------- ---------
<S> <C> <C> <C>
Balance, end of year, comprised of:
Unrealized investment gains (losses) on:
Fixed maturities................................... $ 2,226 $ 5,166 $ (2,328)
Equity securities.................................. 563 210 41
Other.............................................. 474 380 378
--------- --------- ---------
3,263 5,756 (1,909)
Amounts of unrealized investment gains (losses)
attributable to:
Participating pension contracts.................... (9) (350) (92)
Loss recognition................................... (1,219) (2,064) (1)
Deferred policy acquisition cost allowances........ (420) (748) 499
Deferred income tax (expense) benefit.............. (587) (948) 548
--------- --------- ---------
Balance, end of year................................... $ 1,028 $ 1,646 $ (955)
--------- --------- ---------
--------- --------- ---------
</TABLE>

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31 (IN MILLIONS) 1996 1995 1994
--------- --------- ---------
<S> <C> <C> <C>
Balance, beginning of year:............................ $ 1,646 $ (955) $ 259
Change in unrealized investment gains (losses)....... (2,493) 7,665 50
Unrealized loss at date of adoption of SFAS No.
115................................................ -- -- (2,449)
Change in unrealized investment gains (losses)
attributable to:
Participating pension contracts.................... 341 (258) (86)
Loss recognition................................... 845 (2,063) 21
Deferred policy acquisition cost allowances........ 328 (1,247) 550
Deferred income tax (expense) benefit.............. 361 (1,496) 700
--------- --------- ---------
Balance, end of year................................... $ 1,028 $ 1,646 $ (955)
--------- --------- ---------
--------- --------- ---------
</TABLE>

81
<PAGE>
METROPOLITAN LIFE INSURANCE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

4. REAL ESTATE JOINT VENTURES AND OTHER LIMITED PARTNERSHIP INTERESTS

Summarized combined financial information of real estate joint ventures and
other limited partnership interests accounted for under the equity method, in
which the Company has an investment of $10 million or greater and an equity
interest of 10 percent or greater, is as follows:

<TABLE>
<CAPTION>
DECEMBER 31 (IN MILLIONS) 1996 1995
--------- ---------
<S> <C> <C>
Assets:
Investments in real estate, at depreciated cost................ $ 1,030 $ 1,409
Investments in securities, generally at estimated fair value... 621 534
Cash and cash equivalents...................................... 37 33
Other.......................................................... 1,030 1,005
--------- ---------
Total assets..................................................... $ 2,718 $ 2,981
--------- ---------
--------- ---------

Liabilities:
Borrowed funds -- third party.................................. $ 243 $ 264
Borrowed funds -- MetLife...................................... 69 133
Other.......................................................... 915 933
--------- ---------
Total liabilities................................................ 1,227 1,330
--------- ---------
Partners' Capital................................................ $ 1,491 $ 1,651
--------- ---------
--------- ---------
MetLife equity in partners' capital included above............... $ 786 $ 1,103
--------- ---------
--------- ---------
</TABLE>

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31 (IN MILLIONS) 1996 1995 1994
--------- --------- ---------
<S> <C> <C> <C>
Operations:
Revenues of real estate joint ventures.................... $ 275 $ 364 $ 357
Revenues of other limited partnerships interests.......... 297 417 287
Interest expense -- third party........................... (11) (26) (24)
Interest expense -- MetLife............................... (19) (31) (27)
Other expenses............................................ (411) (501) (499)
--------- --------- ---------
Net earnings................................................ $ 131 $ 223 $ 94
--------- --------- ---------
--------- --------- ---------
MetLife earnings from real estate joint ventures and other
limited partnership interests included above............... $ 34 $ 28 $ 9
--------- --------- ---------
--------- --------- ---------
</TABLE>

5. REINSURANCE AND OTHER INSURANCE TRANSACTIONS

In the normal course of business, the Company assumes and cedes insurance
with other insurance companies. The accompanying consolidated statements of
earnings are presented net of reinsurance ceded.

The effect of reinsurance on premiums earned is as follows:

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31 (IN MILLIONS) 1996 1995 1994
--------- --------- ---------
<S> <C> <C> <C>
Direct premiums...................................... $ 12,569 $ 11,944 $ 11,309
Reinsurance assumed.................................. 508 812 227
Reinsurance ceded.................................... (1,615) (1,578) (1,458)
--------- --------- ---------
Net premiums earned.................................. $ 11,462 $ 11,178 $ 10,078
--------- --------- ---------
--------- --------- ---------
</TABLE>

Policyholder benefits in the accompanying consolidated statements of
earnings are presented net of reinsurance recoveries of $1,667 million, $1,523
million and $1,328 million for the years ended December 31, 1996, 1995 and 1994,
respectively. Premiums and other receivables in the accompanying consolidated
balance sheets include reinsurance recoverables of $700 million and $458 million
at December 31, 1996 and 1995, respectively.

82
<PAGE>
METROPOLITAN LIFE INSURANCE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

5. REINSURANCE AND OTHER INSURANCE TRANSACTIONS (CONTINUED)
A contingent liability exists with respect to reinsurance ceded should the
reinsurers be unable to meet their obligations.

The Company acquired, in part through reinsurance effective in January 1995,
group life, dental, disability, accidental death and dismemberment, vision and
long-term care insurance businesses for $403 million, $53 million of which was
paid in 1994. In January 1995, the Company received assets with a fair market
value equal to the $1,565 million of liabilities assumed under the reinsurance
agreements. The reinsured contracts converted to Company contracts at policy
anniversary dates.

Activity in the liability for unpaid losses and loss adjustment expenses
relating to property and casualty and group accident and nonmedical health
policies and contracts is summarized as follows:

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31 (IN MILLIONS) 1996 1995 1994
--------- --------- ---------
<S> <C> <C> <C>
Balance at January 1..................................... $ 3,296 $ 2,670 $ 2,553
Less reinsurance recoverables.......................... 214 104 88
--------- --------- ---------
Net balance at January 1................................. 3,082 2,566 2,465
--------- --------- ---------
Incurred related to:
Current year........................................... 2,951 3,420 2,831
Prior years............................................ (114) (68) (75)
--------- --------- ---------
Total incurred........................................... 2,837 3,352 2,756
--------- --------- ---------
Paid related to:
Current year........................................... 1,998 2,053 1,887
Prior years............................................ 791 783 768
--------- --------- ---------
Total paid............................................... 2,789 2,836 2,655
--------- --------- ---------
Net balance at December 31............................... 3,130 3,082 2,566
Plus reinsurance recoverables.......................... 215 214 104
--------- --------- ---------
Balance at December 31................................... $ 3,345 $ 3,296 $ 2,670
--------- --------- ---------
--------- --------- ---------
</TABLE>

The Company has exposure to catastrophes, which are an inherent risk of the
property and casualty insurance business and could contribute to material
fluctuations in the Company's results of operations. The Company uses excess of
loss and quota share reinsurance arrangements to reduce its catastrophe losses
and provide diversification of risk.

6. INCOME TAXES

Income tax expense for U.S. operations has been calculated in accordance
with the provisions of the Internal Revenue Code, as amended (the "Code"). Under
the Code, the amount of Federal income tax expense incurred by mutual life
insurance companies includes an equity tax calculated by a prescribed formula
that incorporates a differential earnings rate between stock and mutual life
insurance companies.

MetLife and its eligible subsidiaries file a consolidated U. S. income tax
return and separate income tax returns as required. The Company uses the
liability method of accounting for income taxes. Income tax provisions are based
on income reported for financial statement purposes. Deferred income taxes arise
from the recognition of temporary differences between income determined for
financial reporting purposes and taxable income.

83
<PAGE>
METROPOLITAN LIFE INSURANCE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

6. INCOME TAXES (CONTINUED)

INCOME TAX EXPENSE (BENEFIT) OF CONTINUING OPERATIONS

<TABLE>
<CAPTION>
CURRENT DEFERRED TOTAL
----------- ----------- ---------
<S> <C> <C> <C>
1996 (IN MILLIONS)
Federal.................................................................. $ 346 $ 66 $ 412
State and local.......................................................... 25 6 31
Foreign.................................................................. 27 12 39
----- --- ---------
Total.................................................................... $ 398 $ 84 $ 482
----- --- ---------
----- --- ---------
1995 (IN MILLIONS)
Federal.................................................................. $ 241 $ 65 $ 306
State and local.......................................................... 52 3 55
Foreign.................................................................. 22 24 46
----- --- ---------
Total.................................................................... $ 315 $ 92 $ 407
----- --- ---------
----- --- ---------
1994 (IN MILLIONS)
Federal.................................................................. $ 443 $ (95) $ 348
State and local.......................................................... 15 (5) 10
Foreign.................................................................. 17 5 22
----- --- ---------
Total.................................................................... $ 475 $ (95) $ 380
----- --- ---------
----- --- ---------
</TABLE>

Reconciliations of the differences between income taxes of continuing
operations computed at the federal statutory tax rates and consolidated
provisions for income taxes are as follows:

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31 (IN MILLIONS) 1996 1995 1994
--------- --------- ---------
<S> <C> <C> <C>
Income before taxes......................................... $ 1,406 $ 744 $ 413
Income tax rate............................................. 35% 35% 35%
--------- --------- ---------
Expected income tax expense at federal statutory income tax
rate....................................................... 492 260 145
Tax effect of:
Tax exempt investment income.............................. (18) (9) (9)
Differential earnings amount.............................. 38 67 206
State and local income taxes.............................. 23 37 5
Foreign operations........................................ (7) 25 3
Tax credits............................................... (15) (15) --
Prior year taxes.......................................... (46) (3) 3
Other, net................................................ 15 45 27
--------- --------- ---------
Income tax expense.......................................... $ 482 $ 407 $ 380
--------- --------- ---------
--------- --------- ---------
</TABLE>

The deferred tax asset or liability recorded on the consolidated balance
sheets represents the future tax effects of the temporary differences between
the tax basis of assets and liabilities and their amounts for financial
reporting. Significant components of deferred tax assets relate to policyholder
liabilities and unrealized investment losses. The major items associated with
deferred tax liabilities relate to policy acquisition costs, the excess of tax
over financial statement depreciation, and unrealized investment gains.

As of December 31, 1996, the net deferred tax asset includes a benefit of
$18 million resulting from foreign net operating loss carryforwards from several
foreign affiliates. This benefit is offset by a valuation allowance of $18
million. The valuation allowance reflects management's assessment, based on
available information, that it is more likely than not that the deferred tax
asset for foreign net operating loss carryforwards will not be realized. The
benefit will be recognized when management believes that it is more likely than
not that the deferred tax asset is realizable.

84
<PAGE>
METROPOLITAN LIFE INSURANCE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

6. INCOME TAXES (CONTINUED)
As of December 31, 1996, the deferred tax asset includes a benefit of $12
million resulting from U.S. tax basis net operating loss carryforwards of $34
million. Subject to statutory limitations, these carryforwards are available to
offset taxable income through the year 2011.

7. EMPLOYEE BENEFIT PLANS

PENSION PLANS

The Company has defined benefit pension plans covering all eligible
employees and sales representatives of MetLife and certain of its subsidiaries.
The Company is both the sponsor and administrator of these plans. Retirement
benefits are based on years of credited service and final average earnings
history.

Components of the net periodic pension cost for the defined benefit
qualified and nonqualified pension plans are as follows:

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31 (IN MILLIONS) 1996 1995 1994
--------- --------- ---------
<S> <C> <C> <C>
Service cost................................................ $ 77 $ 62 $ 93
Interest cost on projected benefit obligation............... 232 222 216
Actual return on assets..................................... (273) (280) (246)
Net amortization and deferrals.............................. (12) (13) (28)
--------- --------- ---------
Net periodic pension cost................................... $ 24 $ (9) $ 35
--------- --------- ---------
--------- --------- ---------
</TABLE>

The funded status of the qualified and nonqualified defined benefit pension
plans and a comparison of the accumulated benefit obligation, plan assets and
projected benefit obligation are as follows:

<TABLE>
<CAPTION>
1996 1995
-------------------------- --------------------------
DECEMBER 31 (IN MILLIONS) OVERFUNDED UNDERFUNDED OVERFUNDED UNDERFUNDED
----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
Actuarial present value of
obligations:
Vested........................... $ 2,756 $ 135 $ 2,682 $ 121
Nonvested........................ 38 -- 43 1
----------- ----- ----------- -----
Accumulated benefit obligation..... $ 2,794 $ 135 $ 2,725 $ 122
----------- ----- ----------- -----
----------- ----- ----------- -----
Projected benefit obligation....... $ 3,084 $ 184 $ 3,047 $ 166
Plan assets (principally Company
investment contracts) at contract
value............................. 3,495 133 3,236 117
----------- ----- ----------- -----
Plan assets in excess of (less
than) projected benefit
obligation........................ 411 (51) 189 (49)
Unrecognized prior service cost.... 165 -- 71 (4)
Unrecognized net (loss) gain from
past experience different from
that assumed...................... (5) 38 351 43
Unrecognized net asset at
transition........................ (172) (4) (206) (5)
----------- ----- ----------- -----
Prepaid (accrued) pension cost at
December 31....................... $ 399 $ (17) $ 405 $ (15)
----------- ----- ----------- -----
----------- ----- ----------- -----
</TABLE>

The weighted average discount rate used in determining the actuarial present
value of the projected benefit obligation ranged from 7.25 percent to 8.0
percent for 1996 and 7.25 percent to 8.5 percent for 1995. The weighted average
assumed rate of increase in future compensation levels ranged from 4.0 percent
to 8.0 percent in 1996 and 1995. The assumed long-term rate of return on assets
used in determining the net periodic pension cost ranged from 8.0 percent to 8.5
percent in 1996 and 8.0 percent to 9.5 percent in 1995. In addition, several
other factors, such as expected

85
<PAGE>
METROPOLITAN LIFE INSURANCE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

7. EMPLOYEE BENEFIT PLANS (CONTINUED)
retirement dates and mortality, enter into the determination of the actuarial
present value of the accumulated benefit obligation.

SAVINGS AND INVESTMENT PLANS

The Company sponsors savings and investment plans available for
substantially all employees under which the Company matches a portion of
employee contributions. During 1996, 1995 and 1994, the Company contributed $42
million, $49 million and $53 million, respectively, to the plans.

OTHER POSTRETIREMENT BENEFITS

The Company also provides certain postretirement health care and life
insurance benefits for retired employees through insurance contracts.
Substantially all of the Company's employees may, in accordance with the plans
applicable to such benefits, become eligible for these benefits if they attain
retirement age, with sufficient service, while working for the Company.

The following table sets forth the postretirement health care and life
insurance plans' combined status reconciled with the amount included in the
Company's consolidated balance sheets.

<TABLE>
<CAPTION>
DECEMBER 31 (IN MILLIONS) 1996 1995
--------- ---------
<S> <C> <C>
Accumulated postretirement benefit obligation:
Retirees....................................................... $ 1,170 $ 1,223
Fully eligible active employees................................ 135 111
Active employees not eligible to retire........................ 378 366
--------- ---------
Total........................................................ 1,683 1,700
Plan assets (Company insurance contracts) at contract value...... 897 804
--------- ---------
Plan assets less than accumulated postretirement benefit
obligation...................................................... (786) (896)
Unrecognized net (loss) gain from past experience different from
that assumed and from changes in assumptions.................... (20) 108
--------- ---------
Accrued nonpension postretirement benefit cost at December 31.... $ (806) $ (788)
--------- ---------
--------- ---------
</TABLE>

The components of the net periodic nonpension postretirement benefit cost
are as follows:

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31 (IN MILLIONS) 1996 1995 1994
--------- --------- ---------
<S> <C> <C> <C>
Service cost.................................................. $ 41 $ 28 $ 43
Interest cost on accumulated postretirement benefit
obligation................................................... 127 115 122
Actual return on plan assets (Company insurance contracts).... (58) (63) (56)
Net amortization and deferrals................................ 2 (9) (1)
--------- --------- ---------
Net periodic nonpension postretirement benefit cost........... $ 112 $ 71 $ 108
--------- --------- ---------
--------- --------- ---------
</TABLE>

The assumed health care cost trend rate used in measuring the accumulated
nonpension postretirement benefit obligation was generally 9.5 percent in 1996,
gradually decreasing to 5.25 percent over 12 years and 10.0 percent in 1995
decreasing to 5.25 percent over 12 years. The weighted average discount rate
used in determining the accumulated postretirement benefit obligation ranged
from 7.0 percent to 7.75 percent at December 31, 1996 and was 7.25 percent at
December 31, 1995.

If the health care cost trend rate assumptions were increased 1.0 percent,
the accumulated postretirement benefit obligation as of December 31, 1996 would
be increased 9.0 percent. The effect of this change on the sum of the service
and interest cost components of the net periodic postretirement benefit cost for
the year ended December 31, 1996, would be an increase of 13.0 percent.

86
<PAGE>
METROPOLITAN LIFE INSURANCE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

8. LEASES

LEASE INCOME ON REAL ESTATE

During 1996, 1995 and 1994, the Company received $1,658 million, $1,523
million and $1,538 million, respectively, in lease income related to its wholly
owned real estate portfolio. In accordance with industry practice, certain of
the Company's lease agreements with retail tenants result in income that is
contingent on the level of the tenants' sales revenues. At December 31, 1996,
the minimum future rental income on noncancelable operating leases for wholly
owned investments in real estate is $853 million, $783 million, $695 million,
$607 million and $526 million for 1997 and each of the succeeding four years,
respectively, and $1,609 million thereafter.

LEASE EXPENSE

The Company has entered into various lease agreements for office space, data
processing and other equipment. Future gross minimum rental payments under
noncancelable leases for 1997 and the succeeding four years are $129 million,
$110 million, $91 million, $70 million and $55 million, respectively, and $74
million thereafter. Minimum future sublease rental income on these noncancelable
leases is $30 million, $25 million, $32 million, $23 million and $17 million for
1997 and the succeeding four years, respectively, and $45 million thereafter.

9. DEBT

Debt consisted of the following:

<TABLE>
<CAPTION>
DECEMBER 31 (IN MILLIONS) 1996 1995
--------- ---------
<S> <C> <C>
6.300% surplus notes scheduled to mature on November 1, 2003..... $ 396 $ 395
7.000% surplus notes scheduled to mature on November 1, 2005..... 248 248
7.700% surplus notes scheduled to mature on November 1, 2015..... 197 197
7.450% surplus notes scheduled to mature on November 1, 2023..... 296 296
7.875% surplus notes scheduled to mature on February 15, 2024.... 148 148
7.800% surplus notes scheduled to mature on November 1, 2025..... 248 247
Mortgage debt, due 1997 through 2015, interest rates ranging from
7.25% to 10.25%................................................. 96 187
Other............................................................ 425 627
--------- ---------
Total long-term debt............................................. 2,054 2,345
Short-term debt.................................................. 3,311 3,235
--------- ---------
Total.......................................................... $ 5,365 $ 5,580
--------- ---------
--------- ---------
</TABLE>

Payments of interest and principal on the surplus notes may be made only
with the prior approval of the Superintendent of Insurance of the State of New
York ("Superintendent"). Subject to the prior approval of the Superintendent,
the 7.45 percent surplus notes may be redeemed, as a whole or in part, at the
election of the Company at any time on or after November 1, 2003.

At December 31, 1996, aggregate maturities of the long-term debt based on
required principal payments at maturity for 1997 and the succeeding four years
amounted to $72 million, $22 million, $106 million, $38 million and $9 million,
respectively, and $1,828 million thereafter.

As of December 31, 1996, the Company had unused lines of credit under
agreements with various banks having a principal amount of $1,821 million.

87
<PAGE>
METROPOLITAN LIFE INSURANCE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

10. CONTINGENCIES

Litigation seeking compensatory and/or punitive damages relating to the
marketing by the Company of individual life insurance (including putative class
and individual actions) has been instituted by or on behalf of policyholders and
others, and additional litigation relating to the Company's life insurance
marketing may be commenced in the future. In addition, an investigation into
certain life insurance marketing, which was commenced by the Office of the
United States Attorney for the Middle District of Florida, in conjunction with a
grand jury, as early as 1994, has not been terminated.

Numerous litigation, claims and assessments against the Company, in addition
to the aforementioned, have arisen in the course of the Company's business,
operations and activities. In certain of these matters, including actions with
multiple plaintiffs, very large and/or indeterminate amounts, including punitive
and treble damages, are sought.

While it is not feasible to predict or determine the ultimate outcome of all
pending investigations and legal proceedings or to make a meaningful estimate of
the amount or range of loss that could result from an unfavorable outcome in all
such matters, it is the opinion of the Company's management that their outcome,
after consideration of the provisions made in the Company's financial
statements, is not likely to have a material adverse effect on the Company's
financial position.

11. OTHER OPERATING COSTS AND EXPENSES

Other operating costs and expenses consisted of the following:

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31 (IN MILLIONS) 1996 1995 1994
--------- --------- ---------
<S> <C> <C> <C>
Compensation costs..................................... $ 1,813 $ 1,607 $ 1,553
Commissions............................................ 722 853 700
Interest and debt issue costs.......................... 311 285 264
Amortization of policy acquisition costs............... 637 684 601
Capitalization of policy acquisition costs............. (1,028) (1,060) (1,062)
Rent expense, net of sublease.......................... 180 184 179
Restructuring charges.................................. 18 88 --
Other.................................................. 2,058 1,644 1,265
--------- --------- ---------
Total................................................ $ 4,711 $ 4,285 $ 3,500
--------- --------- ---------
--------- --------- ---------
</TABLE>

During 1996 and 1995, the Company recorded restructuring charges primarily
related to the consolidation of administration and agency sales force leased
office space and costs relating to workforce reductions.

12. FAIR VALUE INFORMATION

The estimated fair value amounts of financial instruments presented below
have been determined by the Company using market information available as of
December 31, 1996 and 1995, and appropriate valuation methodologies. However,
considerable judgment is necessarily required to interpret market data to
develop the estimates of fair value for financial instruments for which there
are no available market value quotations.

88
<PAGE>
METROPOLITAN LIFE INSURANCE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

12. FAIR VALUE INFORMATION (CONTINUED)
The estimates presented below are not necessarily indicative of the amounts
the Company could have realized in a market exchange. The use of different
market assumptions and/or estimation methodologies may have a material effect on
the estimated fair value amounts.

<TABLE>
<CAPTION>
NOTIONAL CARRYING ESTIMATED
DECEMBER 31, 1996 (IN MILLIONS) AMOUNT VALUE FAIR VALUE
----------- --------- -----------
<S> <C> <C> <C>
ASSETS
Fixed maturities.................................... $ 86,361 $ 86,588
Equity securities................................... 2,816 2,816
Mortgage loans on real estate....................... 18,964 19,342
Policy loans........................................ 5,842 5,796
Short-term investments.............................. 741 741
Cash and cash equivalents........................... 2,325 2,325
LIABILITIES
Policyholder account balances....................... 30,470 30,611
Short- and long-term debt........................... 5,365 5,331
OTHER FINANCIAL INSTRUMENTS
Interest rate swaps................................. $ 1,242 -- (14)
Interest rate caps.................................. 1,946 20 14
Foreign currency swaps.............................. 207 -- (23)
Foreign currency forwards........................... 151 3 3
Covered call options................................ 25 (2) (2)
Unused lines of credit.............................. 1,821 -- 1
</TABLE>

<TABLE>
<CAPTION>
DECEMBER 31, 1995 (IN MILLIONS)
<S> <C> <C> <C>
ASSETS
Fixed maturities.................................... $ 87,752 $ 88,227
Equity securities................................... 1,749 1,749
Mortgage loans on real estate....................... 17,216 18,161
Policy loans........................................ 5,714 5,884
Short-term investments.............................. 1,769 1,769
Cash and cash equivalents........................... 1,930 1,930
LIABILITIES
Policyholder account balances....................... 31,595 31,974
Short- and long-term debt........................... 5,580 5,594
OTHER FINANCIAL INSTRUMENTS
Interest rate swaps................................. $ 2,031 (29) (40)
Interest rate caps.................................. 2,711 32 15
Foreign currency swaps.............................. 89 -- 4
Foreign currency forwards........................... 121 1 1
Covered call options................................ 25 (2) (2)
Futures contracts................................... 1,402 (19) --
Unused lines of credit.............................. 1,645 -- 1
</TABLE>

For fixed maturities that are publicly traded, estimated fair value was
obtained from an independent market pricing service. Publicly traded fixed
maturities represented approximately 80 percent of the estimated fair value of
the total fixed maturities as of December 31, 1996 and 1995. For all other
bonds, estimated fair value was determined by management, based primarily on
interest rates, maturity, credit quality and average life. Included in fixed
maturities are loaned securities with estimated fair values of $7,293 million
and $8,418 million at December 31, 1996 and 1995, respectively. Estimated fair
values of equity securities were generally based on quoted market prices.
Estimated fair values of mortgage loans were generally based on discounted
projected cash flows using interest rates offered for loans to borrowers with
comparable credit ratings and for the same maturities. Estimated fair values of
policy loans were based

89
<PAGE>
METROPOLITAN LIFE INSURANCE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

12. FAIR VALUE INFORMATION (CONTINUED)
on discounted projected cash flows using U.S. Treasury rates to approximate
interest rates and Company experience to project patterns of loan accrual and
repayment. For cash and cash equivalents and short-term investments, the
carrying amount is a reasonable estimate of fair value.

The fair values for policyholder account balances are estimated using
discounted projected cash flows, based on interest rates being offered for
similar contracts with maturities consistent with those remaining for the
contracts being valued.

The estimated fair value of short- and long-term debt was determined using
rates currently available to the Company for debt with similar terms and
remaining maturities.

For interest rate and foreign currency swaps, interest rate caps, foreign
currency forwards, covered call options and futures contracts, estimated fair
value is the amount at which the contracts could be settled based on estimates
obtained from dealers. The estimated fair values of unused lines of credit were
based on fees charged to enter into similar agreements.

13. STATUTORY FINANCIAL INFORMATION

The FASB Interpretation and the FASB Standard referred to in Note 1 required
mutual life insurance companies to adopt all standards promulgated by the FASB
in their general purpose financial statements. The effect (except for the
adoption of SFAS No. 115 in 1994) of applying the Interpretation and the
Standard is as follows:

<TABLE>
<CAPTION>
(IN MILLIONS)

<S> <C>
December 31, 1993, statutory surplus:
MetLife historical..................................................... $ 6,406
The New England historical............................................. 401
Adjustments to conform statutory accounting policies................... (315)
---------
6,492
Adjustments to GAAP:
Future policy benefits and policyholder account balances............... (3,975)
Deferred policy acquisition costs...................................... 6,142
Deferred income taxes.................................................. 1,032
Valuation of investments............................................... (2,216)
Statutory asset valuation reserves..................................... 1,743
Statutory interest maintenance reserve................................. 962
Surplus notes.......................................................... (629)
Other, net............................................................. (38)
---------
January 1, 1994, equity.................................................. $ 9,513
---------
---------
</TABLE>

90
<PAGE>
METROPOLITAN LIFE INSURANCE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

13. STATUTORY FINANCIAL INFORMATION (CONTINUED)
The following reconciles net change in statutory surplus and statutory
surplus determined in accordance with accounting practices prescribed or
permitted by insurance regulatory authorities with net earnings and equity on a
GAAP basis.

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31 (IN MILLIONS) 1996 1995 1994
--------- --------- ---------
<S> <C> <C> <C>
Net change in statutory surplus:
MetLife historical.................................... $ 366 $ 260 $ (102)
The New England historical............................ -- (8) 231
Adjustments to conform statutory accounting
policies............................................ -- (23) (65)
--------- --------- ---------
366 229 64
Adjustments to GAAP:
Future policy benefits and policyholder account
balances............................................ (165) (17) (464)
Deferred policy acquisition costs..................... 391 376 461
Deferred income taxes................................. (74) (97) 47
Valuation of investments.............................. (84) 106 (53)
Statutory asset valuation reserves.................... 599 30 313
Statutory interest maintenance reserve................ 19 284 (58)
Surplus notes......................................... -- (622) (148)
Other, net............................................ (199) 410 (48)
--------- --------- ---------
Net Earnings............................................ $ 853 $ 699 $ 114
--------- --------- ---------
--------- --------- ---------

DECEMBER 31 (IN MILLIONS) 1996 1995
--------- ---------
<S> <C> <C> <C>
Statutory surplus:
MetLife historical.................................... $ 7,151 $ 6,564
The New England historical............................ -- 624
Adjustments to conform statutory accounting
policies............................................ -- (403)
--------- ---------
7,151 6,785
Adjustments to GAAP:
Future policy benefits and policyholder account
balances............................................ (5,742) (6,781)
Deferred policy acquisition costs..................... 7,227 6,508
Deferred income taxes................................. 264 (28)
Valuation of investments.............................. 610 3,070
Statutory asset valuation reserves.................... 2,684 2,085
Statutory interest maintenance reserve................ 1,208 1,189
Surplus notes......................................... (1,393) (1,391)
Other, net............................................ (26) 317
--------- ---------
Equity.................................................. $ 11,983 $ 11,754
--------- ---------
--------- ---------
</TABLE>

91
<PAGE>
APPENDIX TO PROSPECTUS
OPTIONAL INCOME PLANS

The insurance proceeds when the insured dies, or the cash surrender value
payable on full surrender of a Policy or on the Final Date, instead of being
paid in one lump sum, may be applied under one or more of the following income
plans. Values under the income plans do not depend upon the investment
experience of a separate account. The selection of an income plan can
significantly affect the federal income tax consequences associated with the
Policy proceeds. Owners and beneficiaries should consult with qualified tax
advisers in this regard.

OPTION 1. INTEREST INCOME

The amount applied will earn interest which will be paid monthly.
Withdrawals of at least $500 each may be made at any time by written request.

OPTION 2. INSTALLMENT INCOME FOR A STATED PERIOD

Monthly installment payments will be made so that the amount applied, with
interest, will be paid over the period chosen (from 1 to 30 years).

OPTION 2A. INSTALLMENT INCOME OF A STATED AMOUNT

Monthly installment payments of a chosen amount will be made until the
entire amount applied, with interest, is paid.

OPTION 3. SINGLE LIFE INCOME--GUARANTEED PAYMENT PERIOD

Monthly payments will be made during the lifetime of the payee with a chosen
guaranteed payment period of 10, 15 or 20 years.

OPTION 3A. SINGLE LIFE INCOME--GUARANTEED RETURN

Monthly payments will be made during the lifetime of the payee. If the payee
dies before the total amount applied under this plan has been paid, the
remainder will be paid in one sum as a death benefit.

OPTION 4. JOINT AND SURVIVOR LIFE INCOME

Monthly payments will be made jointly to two persons during their lifetime
and will continue during the remaining lifetime of the survivor. A total payment
period of 10 years is guaranteed.

OTHER FREQUENCIES AND PLANS. Instead of monthly payments, the owner may
elect to have payments made quarterly, semiannually or annually. Other income
plans may be arranged with Metropolitan Life's approval.

CHOICE OF INCOME PLANS. See "Policy Benefits--Optional Income Plans" and
"Policy Rights--Surrenders", regarding how optional income plans may be chosen.
When an income plan starts, a separate contract will be issued describing the
terms of the plan. Specimen contracts may be obtained from Metropolitan Life
sales representatives, and reference should be made to these forms for further
details.

LIMITATIONS. If the payee is not a natural person, the choice of an income
plan will be subject to Metropolitan Life's approval. A collateral assignment
will modify a prior choice of income plan. The amount due the assignee will be
payable in one sum and the balance will be applied under the income plan. A
choice of an income plan will not become effective unless each payment under the
plan would be at least $50. Income plan payments may not be assigned and, to the
extent permitted by law, will not be subject to the claims of creditors.

INCOME PLAN RATES. Amounts applied under the interest income and
installment income plans will earn interest at a rate set from time to time by
Metropolitan Life but never less than 3% per year. Life income payments will be
based on a rate set by Metropolitan Life and in effect on the date the amount to
be applied becomes payable, but never less than the minimum payments guaranteed
in the Policy. Such minimum guaranteed payments are based on certain assumed
mortality rates and an interest rate of 3%.

92
<PAGE>
OPTIONAL INSURANCE BENEFITS

Optional insurance benefit riders may be attached to a Policy, subject to
certain insurance underwriting requirements and the payment of additional
premiums. The yearly renewable term rider is not available in all states.
Consult a sales representative registered with Metropolitan Life for more
information. The riders are described in general terms below. Limitations and
conditions are contained in the riders, and the description below is subject to
the specific terms of the riders. A prospective purchaser may obtain a specimen
Policy with riders (when available) from a Metropolitan Life sales
representative. The duration, but not the amount, of rider benefits may depend
on the investment experience of a separate account.

DISABILITY WAIVER BENEFIT. This rider waives the monthly deduction (except
the charge for mortality and expense risks) during the total disability of the
insured if the insured is totally and continuously disabled for at least six
months beginning prior to age 60. If the total disability continues without
interruption to the Policy anniversary at age 65, it will be deemed permanent
and all further monthly deductions will be waived as they fall due. If there has
been an increase in the death benefit resulting from a request by the Policy
owner and the Policy owner at the time of the increase did not request or did
not qualify for this rider with respect to such increase, monthly deductions for
charges related to such increase will continue to be made against the cash value
of the Policy. This could result in the cash value being insufficient to cover
the monthly deductions related to the increase. In such a case, the grace period
and termination provisions of the Policy would apply only to such increase in
death benefit. Since the monthly deduction with respect to the increase in the
death benefit could reduce the cash value of the Policy to zero, it may be
advantageous for the Policy owner, at the time of the total disability, to
reduce the death benefit to that amount which is subject to this rider. This
rider is available at issue only.

ACCIDENTAL DEATH BENEFIT. This rider provides additional insurance equal to
an amount stated in the Policy if the insured dies from an accident prior to age
70. It also provides an additional amount equal to twice the stated amount if
the insured dies from an accident occurring while the insured is a fare-paying
passenger on a common carrier. This rider is available at issue only.

INTERIM TERM INSURANCE BENEFIT. This rider provides a term insurance
benefit if any insured person dies on or after the date of this rider and before
the Date of Policy. The single premium for this rider is due and payable on the
date of this rider.

ACCELERATED DEATH BENEFIT. This rider provides for payment of an
accelerated death benefit during the lifetime of the insured if the insured is
terminally ill. There is no charge for this rider. The payment under this rider
may affect eligibility for benefits under state or federal law. Generally,
payments under this rider should be income-tax free as amounts paid by reason of
the death of the insured. Counsel and other competent advisors should be
consulted to determine the effect on an individual situation.

YEARLY RENEWABLE TERM. This rider provides annual renewable term coverage
on the insured under the Policy to age 95. This rider is available at Policy
issue only, although the amount of coverage under an existing rider may be
decreased, or subject to evidence of insurability, increased at a later date.
The amount of target premium under a Policy is not affected by the amount of
term insurance coverage provided under this rider. Accordingly, the amount of
the sales charge paid by the Owner may be less if coverage is purchased under
this rider, rather than as part of the Policy. In addition, the amount of
compensation paid by Metropolitan Life to the selling insurance agent or broker
may be lower if coverage is purchased under this rider. On the other hand, the
current cost of insurance rates are higher under this rider than they are under
the Policy. These factors should be considered before allocating the insurance
coverage between the Policy and this rider. The yearly renewable term rider
generally is not available in connection with large groups.

93
<PAGE>

FLEXIBLE PREMIUM
VARIABLE LIFE

Prospectuses For

Flexible Premium Variable
Life Insurance Policies

Issued By

Metropolitan Life Insurance Company

Metropolitan Series Fund, Inc.

FORM NO. (0597)
96041 B29 (exp0598) MLIC-LD

<PAGE>

PART II
REPRESENTATION WITH RESPECT TO FEES AND CHARGES

Metropolitan Life represents that the fees and charges deducted under the
Policies described in this amended Registration Statement, in the aggregate, are
reasonable in relation to the services rendered, the expenses to be incurred,
and the risks assumed by Metropolitan Life under the Policies. Metropolitan Life
bases its representation on its assessment of all of the facts and
circumstances, including such relevant factors as: the nature and extent of such
services, expenses and risks, the need for Metropolitan Life to earn a profit,
the degree to which the Policies include innovative features, and regulatory
standards for exemptive relief under the Investment Company Act of 1940 used
prior to October 1996, including the range of industry practice.

CONTENTS OF REGISTRATION STATEMENT

This Registration Statement comprises the following papers and documents:

The facing sheet.

Cross-Reference Table.

The Prospectus, consisting of 93 pages.

Undertaking to File Reports as filed with the initial filing of this
Registration Statement on January 22, 1993.

Undertaking pursuant to Rule 484(b)(1) under the Securities Act of 1933
as filed with the initial filing of this Registration Statement on
January 22, 1993.

Representation With Respect To Fees And Charges as Filed herewith.

The signatures.

Written Consents of the following persons:

Michael Rogalski (filed with Exhibit 6 below).

Freedman, Levy, Kroll & Simonds as filed with the initial filing of
this Registration Statement on January 22, 1993.

Deloitte & Touche LLP

The following exhibits:

<TABLE>
<S> <C> <C> <C> <C>
1.A (1) -- Resolution of Board of Directors of Metropolitan Life effecting the establishment of
Metropolitan Life Separate Account UL................................................. ++++
(2) -- Not Applicable
(3) -- (a) Not Applicable
-- (b) Form of Selected Broker Agreement................................................. +
-- (c) Schedule of Sales Commissions..................................................... +++
(4) -- Not Applicable
(5) -- (a) Specimen Flexible Premium Variable Life Insurance Policy.......................... +
-- (b) Alternate pages required by State Law............................................. +
-- (c) Endorsement for calculation of minimum death benefit using the Cash Value
Accumulation test..................................................................... +
-- (d) Accelerated Death Benefit and Zero Cost Loan riders............................... +
-- (e) Yearly Renewable Term rider....................................................... +++++
-- (f) Refund of sales load rider........................................................ +++++
-- (g) Amended Policy Specifications Page indicating alternate premium expense charges... +++++
(6) -- (a) Charter and By-Laws of Metropolitan Life.......................................... ++
-- (b) Amendment to By-laws.............................................................. ++
(7) -- Not Applicable
(8) -- Not Applicable
(9) -- Not Applicable
(10) -- (a) Amended Application Forms for Policy and Form of Receipt
(including State variations).......................................................... +
3. -- Not Applicable
</TABLE>

II-1
<PAGE>

<TABLE>
<S> <C> <C> <C> <C>
4. -- Not Applicable
5. -- See Exhibit 27 below.
6. -- Opinion and consent of Michael Rogalski, relating to the Policies..................... +
7. -- Not Applicable
8. -- Powers of Attorney.................................................................... ++++
11. -- Memoranda describing certain procedures filed pursuant to Rule 6e-3(T)(b)(12)(iii).... +
27. -- Financial Data Schedule............................................................... +
</TABLE>

- ---------

+ Filed herewith.
++ Included in the filing of Post-Effective Amendment No. 4 to this
Registration Statement on March 1, 1996.
+++ Incorporated by reference from "Distribution of the Policies" in the
Prospectus included herein.
++++ Incorporated by reference to the filing of Post-Effective Amendment No. 5
to the Registration Statement of Separate Account UL (File No. 33-47927)
on April 30, 1997.
+++++ Included in the filing of Post-Effective Amendment No. 5 to this
Registration Statement on April 26, 1996.

II-2
<PAGE>
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, METROPOLITAN
LIFE INSURANCE COMPANY certifies that it meets all of the requirements for
effectness of this amended Registration Statement pursuant to Rule 485(b) under
the Securities Act of 1933 and has duly caused this amended Registration
Statement to be signed on its behalf by the undersigned thereunto duly
authorized, and its seal to be hereunto affixed and attested, all in the City of
New York, State of New York, this 30th day of April, 1997.

Metropolitan Life Insurance
Company
(Seal)

By:
Gary A. Beller
Executive Vice-President &
General Counsel

Attest:
Ruth Gluck, Esq.
Assistant Secretary

Pursuant to the requirements of the Securities Act of 1933, this amended
Registration Statement has been signed below by the following persons in the in
the capacities and on the dates indicated.

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------ -------------------------- -------------------
<C> <S> <C>
Chairman, President, Chief
* Executive Officer and
- -----------------------------------------------------------------
Director (Principal
Harry P. Kamen Executive Officer)

Senior Executive
* Vice-President and Chief
- -----------------------------------------------------------------
Financial Officer
Stewart G. Nagler (Principal Financial
Officer)

* Senior Vice-President and
- -----------------------------------------------------------------
Controller (Principal
Frederick P. Hauser Accounting Officer)

*
- -----------------------------------------------------------------
Director
Curtis H. Barnette

*
- -----------------------------------------------------------------
Director
Gerald Clark

*
- -----------------------------------------------------------------
Director
Joan Ganz Cooney

*
- -----------------------------------------------------------------
Director
Burton A. Dole, Jr.

*By /s/ CHRISTOPHER P.
NICHOLAS
- ----------------------------------------------------------
-------
Christopher P. Nicholas, Esq.
Attorney-in-fact
April 30, 1997
</TABLE>

II-3
<PAGE>

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------ -------------------------- -------------------
<C> <S> <C>
*
- -----------------------------------------------------------------
Director
James R. Houghton

*
- -----------------------------------------------------------------
Director
Helene L. Kaplan

*
- -----------------------------------------------------------------
Director
Charles M. Leighton

*
- -----------------------------------------------------------------
Director
Richard J. Mahoney

*
- -----------------------------------------------------------------
Director
Allen E. Murray

*
- -----------------------------------------------------------------
Director
John J. Phelan, Jr.

*
- -----------------------------------------------------------------
Director
John B.M. Place

*
- -----------------------------------------------------------------
Director
Hugh B. Price

*
- -----------------------------------------------------------------
Director
Robert G. Schwartz

*
- -----------------------------------------------------------------
Director
Ruth J. Simmons, Ph.D

*
- -----------------------------------------------------------------
Director
William S. Sneath

- -----------------------------------------------------------------
Director
William C. Steere

*By /s/ CHRISTOPHER P.
NICHOLAS
- ----------------------------------------------------------
------- April 30, 1997
Christopher P. Nicholas, Esq.
Attorney-in-fact
</TABLE>

II-4
<PAGE>

Pursuant to the requirements of the Securities Act of 1933, the Registrant,
METROPOLITAN LIFE SEPARATE ACCOUNT UL, certifies that it meets all of the
requirements for effectiveness of this amended Registration Statement pursuant
to Rule 485(b) and has duly caused this amended Registration Statement to be
signed, on its behalf by the undersigned thereunto duly authorized, and its seal
to be hereunto affixed and attested, all in the City of New York, State of New
York this 30th day of April 1997.

Metropolitan Life Separate
Account UL
(Registrant)

By: Metropolitan Life
Insurance Company
(Depositor)
(Seal)

By: /s/ GARY A. BELLER
- -----------------------------------------------------------
------
Gary A. Beller, Esq.
Executive Vice-President and
General Counsel

Attest: /s/ RUTH GLUCK
- ------------------------------------------------------
-----------
Ruth Gluck, Esq.
Assistant Secretary

II-5
<PAGE>
METROPOLITAN LIFE INSURANCE COMPANY:

We consent to the use in this Post-Effective Amendment No. 6 to the
Registration Statement No. 33-57320 of Metropolitan Life Separate Account UL on
Form S-6 of our report dated February 28, 1997 relating to Metropolitan Life
Separate Account UL appearing in the Prospectus, which is a part of such
Registration Statement, our report dated April 4, 1997 relating to Metropolitan
Life Insurance Company also appearing in the Prospectus, and to the reference to
us under the heading "Experts" in such Prospectus.

Deloitte & Touche LLP
New York, New York
April 28, 1997

II-6

<PAGE>

SELECTED BROKER AGREEMENT
-------------------------

Agreement dated _________________, 1993, by and between Metropolitan Life
Insurance Company ("Metropolitan" or "Distributor"), a New York corporation, and
_______________________ ("Broker"), a _______________________ corporation.

WITNESSETH:

In consideration of the mutual promises contained herein, the parties
hereto agree as follows:

A. Definitions
-----------

(1) VLI Policies - The VLI Policies are flexible premium variable life
insurance policies issued by Metropolitan and listed in the attached Schedule A
as amended from time to time.

(2) Variable Contracts - Other variable contracts issued by Metropolitan
which the Distributor may from time to time underwrite and make available to
Broker for distribution and which are listed in the attached Schedule A as
amended from time to time, including variable annuity, variable life insurance,
and other variable insurance contracts and certificates.

(3) Registration Statements - Registration statements and amendments filed
with the Securities and Exchange Commission relating to VLI Policies or Variable
Contracts, including those for any relevant funding vehicle.

(4) Prospectus - The prospectuses and Statements of Additional Information
included within the Registration Statements referred to herein or filed pursuant
to Rules 424 and 497 under the Securities Act of 1933, as amended.

<PAGE>

(5) 1934 Act - The Securities Exchange Act of 1934, as amended.

(6) SEC - the Securities and Exchange Commission.

B. Representations by Distributor and Broker
-----------------------------------------

Both Distributor and Broker agree to comply with all applicable rules and
regulations of the National Association of Securities Dealers, Inc. ("NASD"),
federal and state securities laws, and insurance laws, as well as with all other
state or federal laws, rules or regulations that are now or may hereafter become
applicable to the transactions which are the subject of this Agreement.

C. Agreements of Distributor
-------------------------

(1) Distributor hereby authorizes Broker, during the term of this
Agreement, to solicit applications for the VLI Policies and Variable Contracts
listed in the attached Schedule A, as amended from time to time, provided that
there is an effective Registration Statement relating to such VLI Policies and
such other Variable Contracts and, provided further, that Broker shall not
solicit applications for VLI Policies or Variable Contracts except in those
states or jurisdictions in which such

<PAGE>

VLI Policies or Variable Contracts are qualified for sale under all applicable
securities and insurance laws as listed in the attached Schedule A, as amended
from time to time. Broker understands that no territory is exclusively assigned
hereunder and that Distributor may enter into agreements with other brokers
regarding the sale of such VLI Policies and Variable Contracts.

(2) Distributor, during the term of this Agreement, will notify Broker of
the issuance by the SEC of any stop order with respect to a Registration
Statement or the initiation of any proceedings for that purpose or for any other
purpose relating to the registration and/or offering of VLI Policies and
Variable Contracts and of any other action or circumstances that may prevent the
lawful sale of the VLI Policies and the Variable Contracts in any state or
jurisdiction.

(3) During the term of this Agreement, Distributor shall advise Broker of
any amendment to any Registration Statement or supplement to any Prospectus.

(4) Distributor reserves the right at any time to suspend sales or
withdraw the offering of VLI Policies and Variable Contracts in its discretion
and without prior notice to the Broker.

(5) The performance or receipt of services pursuant to this Agreement
shall in no way impair the absolute control of the business and operations of
each of the parties by its own Board of Directors.

Pursuant to the foregoing, Metropolitan shall specifically

<PAGE>

retain ultimate authority:

(i) to appoint and discharge agents marketing insurance on its behalf;

(ii) to direct the marketing of its insurance products and services;

(iii) to review and approve all advertising concerning its insurance

products and services;

(iv) to underwrite all insurance policies issued by it;

(v) to cancel risks;

(vi) to handle all matters involving claims adjusting and payment;

(vii) to prepare all policy forms and amendments; and

(viii) to maintain custody of, responsibility for and control of all

investments.

D. Agreements of Broker
--------------------

(1) Broker represents and agrees that it is a registered broker/dealer
under the 1934 Act and in such other jurisdictions as the business transacted by
it requires, is a member in good standing of the NASD, has obtained any other
approvals, licenses, authorizations, orders or consents which are necessary to
enter into this Agreement and to perform its duties hereunder, and is bonded as
required by all applicable laws and regulations. Broker further represents that
the agents or representatives of Broker who will be soliciting applications for
VLI Policies and Variable Contracts will be duly licensed registered
representatives or principals of Broker, will be appropriately

4
<PAGE>

licensed under applicable insurance laws and will have received a level of
qualification with the NASD appropriate for the relevant VLI Policies and
Variable Contracts.

(2) Commencing at such time as Distributor and Broker shall agree upon,
Broker agrees to use its best efforts to find purchasers of the VLI Policies and
Variable Contracts. In meeting its obligation to use its best efforts to
solicit applications for the VLI Policies and Variable Contracts, Broker shall,
during the term of this Agreement, engage in the following activities:

(a) Continually utilize those training, sales, advertising, and
promotional materials which have been approved by the Distributor;

(b) Establish and implement reasonable procedures for periodic
inspection and supervision of sales practices of its agents or representatives
and submit periodic reports to Distributor, as may be requested, on the results
of such inspections and the compliance with such procedures; provided however
that Broker shall retain sole responsibility for the supervision, inspection and
control of its agents and representatives;

(c) Take reasonable steps to ensure that the various representatives
appointed by it shall not make recommendations to an applicant to purchase a VLI
Policy or a Variable Contract in the absence of reasonable grounds to believe
that the purchase of a VLI Policy or a Variable Contract is suitable for such

<PAGE>

applicant consistent with the suitability guidelines provided by Distributor
from time to time.

(3) Only initial premiums or purchase payments for VLI Policies or
Variable Contracts shall be collected by agents or representatives of Broker and
shall be remitted promptly in full together with the appropriate applications,
forms and any other required documentation to an office designated by the
Distributor. Remittances will be made pursuant to the procedures described in
the relevant Prospectus. Checks or money orders in payment of premiums or
purchase payments shall be drawn to the order of "Metropolitan Life Insurance
Company" (or "Metropolitan Life"). To the extent that any premiums or purchase
payments for VLI Policies or Variable Contracts are collected directly by Broker
or its agents or representatives, Broker shall at all times hold such premiums
or purchase payments in a fiduciary capacity and transfer such premiums or
purchase payments to an office designated by Distributor by the next business
day. Broker acknowledges that Distributor shall have the unconditional right to
reject, in whole or in part, any application for a VLI Policy or a Variable
Contract. In the event Distributor rejects an application, Distributor will
immediately return any payment directly to the purchaser and Broker will be
notified of such action. In the event that any purchaser of a VLI Policy or a
Variable Contract elects to return such VLI Policy or Variable Contract pursuant
to any law or contractual provision, any payment made will be refunded to the
purchaser and Broker will be

<PAGE>

notified of such action.

(4) Broker shall act as an independent contractor, and nothing herein
contained shall constitute Broker, its agents or representatives, or any
employees thereof as employees of Distributor in connection with the
solicitation of applications for VLI Policies or Variable Contracts. Broker,
its agents or representatives, and its employees shall not hold themselves out
to be employees of Distributor in this connection or in any dealings with the
public. Broker is not a principal underwriter or agent of any Metropolitan
separate account or any funding medium therefor.

(5) Broker agrees that any material it develops, approves or uses for
sales, training, explanatory or other purposes in connection with the
solicitation of applicants for VLI Policies or Variable Contracts hereunder
other than generic advertising material which does not make specific reference
to Distributor, the VLI Policies or the Variable Contracts will not be used
without the prior written consent of Distributor.

(6) Solicitation and other activities by Broker shall be undertaken only
in accordance with applicable laws and regulations. Broker represents that no
commissions, or portions thereof, or other compensation for the sale of VLI
Policies or Variable Contracts will be paid to any person or entity which is not
duly licensed and appointed by Metropolitan as a life insurance and variable
contract broker or agent of Metropolitan in the appropriate states or other
jurisdictions. Broker shall

7
<PAGE>

ensure that such agents or representatives fulfil any training requirements
necessary to be licensed. Broker understands and acknowledges that neither it
nor its agents or representatives is authorized by Distributor to give any
information or make any representation in connection with this Agreement or the
offering of the VLI Policies or the Variable Contracts or any relevant funding
vehicle other than those contained in the Prospectus or other solicitation
material authorized in writing by Distributor and agrees to take all reasonable
steps necessary to insure that no representations are made or information given
that is not contained in the Prospectus or such other solicitation material.
The Prospectus for a VLI Policy or Variable Contract, for any relevant funding
vehicle, and any supplements or amendments thereto, shall be delivered to every
applicant for that VLI Policy or Variable Contract, provided that any Statement
of Additional Information shall be delivered only to any applicant who requests
one except where otherwise required by law.

(7) Neither Broker nor its agents or representatives shall have authority
on behalf of Distributor to: make, alter or discharge any VLI Policy, Variable
Contract or other form; receive any monies or payments due, or to become due, to
Metropolitan except as set forth in Section D(3) of this Agreement; adjust or
settle any claim or commit Distributor with respect thereto, or bind Distributor
or any of its affiliates in any way; or enter into legal proceedings in
connection with any matter pertaining to Distributor's business without its
prior

8
<PAGE>

written consent, unless Broker is named in such proceedings. Broker shall not
expend, nor contract for the expenditure of, the funds of Distributor nor shall
Broker possess or exercise any authority on behalf of the Distributor other than
that expressly conferred on Broker by this Agreement.

(8) Broker agrees to prepare any forms necessary to comply with applicable
state insurance laws or regulations or received from Distributor in connection
with the sale of VLI Policies or Variable Contracts as replacement for other
insurance or annuity products and to send such forms to Distributor. In the
alternative, if such forms are not required but information with respect to
replacement is required, Broker will transmit such information in writing to
Distributor. Broker further agrees to notify Distributor when sales of VLI
Policies or Variable Contracts are replacement contracts. Such notification
shall not be later than the time that Broker submits to Distributor the
information required to calculate commissions payable hereunder.

(9) Broker agrees to furnish Distributor or any appropriate regulatory
authority with any information or reports in connection with its
responsibilities under this Agreement which such person may reasonably request
in order to ascertain whether the operations of Distributor related to the VLI
Policies and Variable Contracts are being conducted in a manner consistent with
applicable laws or regulations.

E. Compensation
------------

(1) Distributor shall arrange for payment of any

<PAGE>

commissions to Broker or its designee as compensation for the sale of each VLI
Policy or Variable Contract sold by an agent or representative of Broker. The
amount of such compensation, if any, shall be paid monthly and shall be based on
a schedule which is determined by agreement of Distributor and Broker.
Distributor shall indemnify to Broker with each such payment the name or names
of the agent(s) or representative(s) of Broker who solicited each VLI Policy or
Variable Contract covered by the payment. Broker will be responsible for
issuing checks, statements or forms for tax purposes and other administrative
duties connected with compensation of such agents or representatives.

(2) Any indebtedness of Broker to Distributor shall be a first lien
against any monies payable hereunder. The right of Broker, or any person
claiming through Broker to receive any compensation provided by this Agreement,
shall be subordinate to the right of Distributor to offset such compensation
against any indebtedness of the Broker to Distributor.

(3) Neither Broker nor any of its agents or representatives shall have any
right to withhold or deduct any part of any purchase payment it shall receive
for the purposes of payment of commission or otherwise.

(4) No compensation shall be payable, and any compensation already paid
shall be returned to Distributor on request, under each of the following
conditions:

(a) If Distributor, in its sole discretion, determines

10
<PAGE>

not to issue the VLI Policy or Variable Contract applied for,

(b) if Distributor refunds the premium paid by the applicant, upon
the exercise of applicant's right of withdrawal pursuant to any
"free-look" privilege,

(c) if Distributor refunds the premium paid by applicant as a result
of a complaint by applicant, recognizing that Distributor has
sole discretion to refund premiums paid by applicants, or

(d) if Distributor determines that any person signing an application
who is required to be licensed or any other person or entity
receiving compensation for soliciting purchases of the VLI
Policies or Variable Contracts is not duly licensed to sell the
VLI Policies or Variable Contracts in the jurisdiction of such
attempted sale.

(5) Broker, either directly or by reimbursing Distributor on request,
shall pay all other expenses of soliciting applications for the VLI Policies or
Variable Contracts, including but not limited to expenses relating to sales
literature and advertisements originated by Broker.

F. Complaints and Investigations
-----------------------------

(1) Broker and Distributor jointly agree to cooperate fully in any
insurance regulatory investigation or proceeding or judicial proceeding arising
in connection with the VLI Policies

<PAGE>

or the Variable Contracts. Broker and Distributor further agree to cooperate
fully in any securities regulatory investigation or proceeding or judicial
proceeding with respect to Broker, Distributor, their affiliates and their
agents or representatives to the extent that such investigation or proceeding is
in connection with the VLI Policies or Variable Contracts.

(2) Both the Broker and Distributor jointly agree to investigate any
customer complaint in connection with the VLI Policies or the Variable
Contracts. The term customer complaint shall mean an oral or written
communication either directly from the purchaser of or applicant for a VLI
Policy or a Variable Contract or his/her legal representative, or indirectly
from a regulatory agency to which he or she or his/her legal representative has
expressed a grievance.

(3) Such cooperation referred to in Sections F(1) and F(2) of this
Agreement shall include, but is not limited to, each party promptly notifying
the other of the receipt of notice of any such investigation, proceeding, or
customer complaint, forwarding to the other party a copy of any written
materials in connection with the matter (or a written statement of an oral
complaint) and such additional information as may be necessary to furnish a
complete understanding of same, and, in the case of a customer complaint,
consulting with the other party, prior to responding thereto, and, thereafter,
providing each other with copies of all written responses.

(4) Notwithstanding Sections F(1), F(2) and F(3),

<PAGE>

Distributor retains discretion to resolve complaints or grievances of
applicants, policyholders or others with respect to the VLI Policies and
Variable Contracts.

G. Records and Administration
--------------------------

(1) Once a VLI Policy or Variable Contract has been issued, it will be
mailed promptly to the applicant, accompanied by any applicable Notice Of
Withdrawal Right and additional appropriate documents. Distributor will confirm
or cause to be confirmed to customers of Broker all VLI Policy and Variable
Contract transactions, as and to the extent legally required and will administer
all of the VLI Policies or Variable Contracts after they have been delivered,
but may from time require assistance from Broker.

(2) Broker will maintain all books and records as required by Rules 17a-3
and 17a-4 under the 1934 Act, except to the extent that Distributor may agree to
maintain any such records on Broker's behalf. Records subject to any such
agreement shall be maintained by Distributor as agent for Broker in compliance
with said rules, and such records shall be and remain the property of Broker and
be at all times subject to inspection by the SEC in accordance with Section
17(a) of that Act. Nothing contained herein shall be construed to affect
Metropolitan's right to ownership and control of all pertinent records and
documents pertaining to its business operations including, without limitation,
its operations relating to the VLI Policies and

<PAGE>

Variable Contracts, which right is hereby recognized and affirmed. Distributor
and Broker agree that each shall retain all records pertaining to Metropolitan's
VLI Policies and Variable Contracts operations as required by the 1934 Act, and
the rules and regulations thereunder and by any other applicable law or
regulation, as confidential information and neither party shall reveal or
disclose such confidential information to any third party unless such disclosure
is authorized by the party affected thereby or unless such disclosure is
expressly required by applicable federal or state regulatory authorities,
except, however, that nothing contained herein shall be deemed to interfere with
any document, record or other information which by law, is a matter of public
record.

H. Indemnification
---------------

(1) Distributor will indemnify and hold harmless Broker from any and all
losses, claims, damages or liabilities (or actions in respect thereof), to which
Broker may become subject, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon any
untrue statement or alleged untrue statement of any material fact contained in
the Prospectus for any of the VLI Policies, Variable Contracts or any relevant
funding vehicle or any amendments or supplements thereto, or arise out of or are
based upon the omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein not
misleading; and will reimburse Broker for

<PAGE>

any legal or other expenses reasonably incurred by it in connection with
investigating or defending against such loss, claim, damage, liability or action
in respect thereof; provided, however, that Distributor shall not be liable in
any such case to the extent that any such loss, claim, damage, liability or
action arises out of or is based upon an untrue statement or alleged untrue
statement or omission or alleged omission made in any such Prospectus, amendment
or supplement in reliance upon and in conformity with information furnished by
Broker specifically for use in the preparation thereof.

Distributor shall not indemnify Broker for any action where an applicant
for any of the VLI Policies or Variable Contracts was not furnished or sent or
given, at or prior to written confirmation of the sale of a VLI Policy or
Variable Contract, a copy of the appropriate Prospectus(es), any Statement of
Additional Information, if requested, and any supplements or amendments to
either furnished to Broker by Distributor. The foregoing indemnities shall,
upon the same terms and conditions, extend to and inure to the benefit of each
director and officer of Broker and any person controlling it.

(2) Broker will indemnify and hold harmless Distributor against any
losses, claims, damages or liabilities (or actions in respect thereof), to which
Distributor may become subject, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon any
untrue statement or alleged untrue statement of any material fact

15
<PAGE>

contained in the Prospectus for any of the VLI Policies, Variable Contracts or
any relevant funding vehicle or any amendments or supplements thereto, or arise
out of or based upon the omission or alleged omission to state therein or
necessary to make the statements therein not misleading, in each case to the
extent that such untrue statement or alleged untrue statement or omission or
alleged omission was made in any such Prospectus, amendment or supplement, in
reliance upon and in conformity with information furnished to Distributor by
Broker specifically for use in the preparation thereof; and will reimburse
Distributor for any legal or other expenses reasonably incurred by it in
connection with investigating or defending against any such loss, claim, damage,
liability or action. The foregoing indemnities shall, upon the same terms and
conditions, extend to and inure to the benefit of each director and officer of
Distributor and any person controlling it.

(3) Broker shall indemnify and hold harmless Distributor from any and all
losses, claims, damages or liabilities (or actions in respect thereof) to which
Distributor may be subject, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or result from
negligent, improper, fraudulent or unauthorized acts or omissions by Broker, its
employees, agents, representatives or principals, including but not limited to
improper solicitation of applications for the VLI Policies or Variable
Contracts, except as stated herein. Broker shall indemnify and hold harmless

16
<PAGE>

Distributor for any losses, claims, damages or liabilities (or actions in
respect thereof) to which Distributor may become subject, insofar as the losses,
claims, damages or liabilities (or action in respect thereof) arise out of or
are based upon any unauthorized use of sales materials or advertisements or any
oral or written misrepresentations or any unlawful sales practices concerning
the VLI Policies or Variable Contracts by Broker, its employees, agents,
representatives or principals, except as stated below. Broker shall indemnify
and hold Distributor harmless for any penalties, losses or liabilities resulting
from Distributor improperly paying any compensation under this Agreement, unless
such improper payment was caused by Distributor's negligence or willful
misconduct. Unless such improper payment was caused by Broker's negligence or
willful misconduct, the indemnity under the immediately preceding sentence shall
be limited to all compensation payable to and by Broker pursuant to this
Agreement. The foregoing indemnities shall, upon the same terms and conditions,
extend to and inure to the benefit of each director and officer of Distributor
and any person controlling it.

(4) Promptly after receipt by an indemnified party of notice of the
commencement of any action, such indemnified party shall, if a claim in respect
thereof is to be made against the indemnifying party, notify the indemnifying
party in writing of the commencement thereof; but the omission so to notify the
indemnifying party shall not relieve it from any liability which

<PAGE>

it may otherwise have to any indemnified party. In case any such action shall
be brought against any indemnified party, and it shall notify the indemnifying
party of the commencement thereof, the indemnifying party shall be entitled to
participate in, and, to the extent that it shall wish, jointly with any other
indemnifying party, similarly notified, to assume the defense thereof, with
counsel satisfactory to such indemnified party. After notice from the
indemnifying party to such indemnified party of its election so to assume the
defense thereof, the indemnifying party shall not be liable to such indemnified
party for any legal or other expenses subsequently incurred by such indemnified
party in connection with the defense thereof other than reasonable costs of
investigation.

I. Term of Agreement
-----------------

(1) This Agreement shall continue in force for one year from its
effective date and thereafter shall automatically be renewed every year for a
further one year period; provided that either party may unilaterally terminate
this Agreement with or without cause upon thirty (30) days' written notice to
the other party of its intention to do so.

(2) Upon termination of this Agreement, all authorizations, rights
and obligations shall cease except (a) the agreements contained in Section F, G
and H hereof; and (b) the obligation to settle accounts hereunder. Except with
respect to records maintained by or on behalf of Broker pursuant to Rules 17a-3
and 17a-4 under the 1934 Act, Broker shall return to Distributor,

18
<PAGE>

within 30 days after the effective date of termination, any and all records in
its possession which have been specifically maintained in connection with
Metropolitan's operations related to the VLI Policies or Variable Contracts. It
is expressly understood by Broker and Distributor that Distributor's obligation
to pay renewal commissions to Broker for sales of VLI Policies and Variable
Contracts hereunder does not survive the termination of this Agreement.

J. Assignability
-------------

This Agreement shall not be assigned by either party without the written
consent of the other.

K. Modification
------------

This Agreement may only be modified in writing signed by both parties.

L. Notices
-------

Notices to be given hereunder shall be addressed as follows:

Distributor: Metropolitan Life Insurance Company
Specialized Benefit Resources
485 B. Metropolitan Corporate Plaza
Route One South, Suite 420
Iselin, New Jersey 08830

Attention: G. Denis Dwyer

Broker:

Attention:

<PAGE>

M. Governing Law
-------------

This Agreement shall be governed by and construed in accordance with the
laws of the State of New York.

In Witness Whereof, the parties hereto have caused this Agreement to be duly
executed as of the day and year first above written.

METROPOLITAN LIFE INSURANCE COMPANY
(Distributor)

By_________________________________

(Broker)

By_________________________________

<PAGE>

EXHIBIT 1.A(5)(a)

<PAGE>

[LETTERHEAD OF METLIFE APPEARS HERE]

Metropolitan Life Insurance Company will pay the amount of Insurance and
provide the other benefits of this policy according to its provisions.

/s/ Nicholas D. Latrenta /s/ Robert G. Schwartz
Nicholas D. Latrenta Robert G. Schwartz
Vice President and Secretary Chairman of the Board, President
and Chief Executive Officer

Insured JOHN A. DOE

Specified Face Amount
of Insurance $100,000 AS OF DATE OF POLICY

Policy Number SPECIMEN

Plan FLEXIBLE PREMIUM VARIABLE LIFE

FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY

Life insurance payable if the insured dies before the Final Date of Policy.

Cash Value, if any, less any policy loan and loan interest, payable on the
Final Date.

Adjustable death benefit.

Premiums payable while the insured is alive and before the Final Date of
Policy.

Premiums must be sufficient to keep the policy in force.

Not eligible for dividends.

THE CASH VALUE IN EACH INVESTMENT DIVISION OF THE SEPARATE ACCOUNT IS BASED ON
THE INVESTMENT EXPERIENCE OF THAT INVESTMENT DIVISION AND MAY INCREASE OR
DECREASE DAILY. IT IS NOT GUARANTEED AS TO DOLLAR AMOUNT. SEE THE SEPARATE
ACCOUNT PROVISION ON PAGE 9.

THE CASH VALUE IN THE FIXED ACCOUNT WILL BE CREDITED WITH INTEREST AT A
GUARANTEED RATE SHOWN ON PAGE 3.1. WE MAY CREDIT ADDITIONAL INTEREST IN EXCESS
OF THE GUARANTEED RATE. SEE THE FIXED ACCOUNT PROVISION ON PAGE 8.

THE AMOUNT OR THE DURATION OF THE DEATH BENEFIT, OR BOTH, MAY BE VARIABLE OR
FIXED AS DESCRIBED IN THIS POLICY.

RIGHT TO EXAMINE POLICY--PLEASE READ THIS POLICY. YOU MAY RETURN IT TO US OR TO
THE REPRESENTATIVE THROUGH WHOM YOU BOUGHT IT AT ANY TIME BEFORE THE LATER OF
THE DATE WE RECEIVE YOUR SIGNED DELIVERY RECEIPT, AND 10 DAYS FROM THE DATE THE
POLICY WAS DELIVERED TO YOU. IF YOU RETURN THIS POLICY WITHIN THIS PERIOD, THE
POLICY WILL BE VOID FROM THE BEGINNING. WE WILL REFUND ANY PREMIUM PAID. DURING
THAT PERIOD, THE NET PREMIUM PAYMENTS ALLOCATED TO THE SEPARATE ACCOUNT WILL BE
INVESTED IN THE MONEY MARKET PORTFOLIO. AT THE END OF THAT PERIOD, THE NET
PREMIUM WILL BE INVESTED IN THE SEPARATE ACCOUNT AS DESIGNATED.

See Table of Contents and Company address on back cover.

READ THIS POLICY CAREFULLY. This policy is a legal contract between the policy
owner and Metropolitan Life Insurance Company.

7FV-93
<PAGE>

POLICY SPECIFICATIONS

DATE OF POLICY......................... FEBRUARY 1, 1993

INSURED'S AGE AND SEX.................. 35 MALE

FINAL DATE OF POLICY................... POLICY ANNIVERSARY AT AGE 95

DEATH BENEFIT.......................... OPTION A (SEE PAGE 7)

OWNER.................................. SEE APPLICATION

BENEFICIARY AND
CONTINGENT BENEFICIARY................. SEE APPLICATION

POLICY CLASSIFICATION.................. STANDARD

INSURED

JOHN A. DOE

SPECIFIED
FACE AMOUNT
OF INSURANCE... $100,000 AS OF DATE OF POLICY SPECIMEN ... POLICY NUMBER

PLAN........ FLEXIBLE PREMIUM VARIABLE LIFE

THIS POLICY PROVIDES LIFE INSURANCE COVERAGE UNTIL THE FINAL DATE IF SUFFICIENT
PREMIUMS ARE PAID. THE PLANNED PREMIUM SHOWN BELOW MAY NEED TO BE INCREASED TO
KEEP THIS POLICY AND COVERAGE IN FORCE.

PLANNED PREMIUM OF $1,500 -- PAYABLE ANNUALLY

(TOTAL PREMIUM FOR LIFE INSURANCE BENEFIT, ANY SUPPLEMENTAL RATING AND ANY
ADDITIONAL BENEFITS LISTED BELOW.)

ADDITIONAL BENEFITS

3
7FV-93
<PAGE>

POLICY SPECIFICATIONS (CONTINUED)

GUARANTEED INTEREST RATE FOR FIXED ACCOUNTS........................ 4.0% A YEAR
.32737% A MONTH
.01075% A DAY

EXPENSES:
- ---------

EXPENSE CHARGE.............. NOT MORE THAN 5.5% OF GROSS PREMIUMS RECEIVED
UP TO THE TARGET PREMIUM
IN ANY POLICY YEAR
4.5% OF GROSS PREMIUMS RECEIVED
OVER THE TARGET PREMIUM
IN ANY POLICY YEAR

TARGET PREMIUM: $X,XXX.XX

MAXIMUM UNDERWRITING CHARGE FOR
INCREASES IN SPECIFIED FACE AMOUNT.......................... $3.00/$1,000.

MAXIMUM MORTALITY AND EXPENSE RISK CHARGE.................... 0.90% A YEAR
.002454% A DAY
APPLIED TO
A PORTION OF THE CASH VALUE
EQUAL TO
THE CASH VALUE IN THE SEPARATE ACCOUNT

3.1
7FV-93
<PAGE>

TABLE OF GUARANTEED MAXIMUM RATES FOR EACH $1,000 OF TERM INSURANCE
(SEE "COST OF TERM INSURANCE" PROVISION ON PAGE 8).

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------
Monthly Rate* Monthly
Rate*
----------------------------------- -----------------------------------
Age Male Female Age Male Female
- ----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
20 .158 .088 58 1.189 .728
21 .158 .090 59 1.294 .770
22 .157 .092 60 1.411 .820
23 .153 .093 61 1.543 .883
24 .150 .096 62 1.692 .963
25 .146 .098 63 1.860 1.059
26 .143 .100 64 2.045 1.167
27 .143 .103 65 2.246 1.283
28 .142 .107 66 2.461 1.403
29 .143 .110 67 2.689 1.524
30 .146 .114 68 2.934 1.647
31 .150 .118 69 3.207 1.787
32 .156 .123 70 3.515 1.951
33 .163 .128 71 3.867 2.153
34 .171 .134 72 4.272 2.404
35 .181 .142 73 4.733 2.706
36 .194 .152 74 5.240 3.055
37 .208 .163 75 5.785 3.445
38 .224 .178 76 6.359 3.869
39 .242 .194 77 6.958 4.325
40 .263 .211 78 7.585 4.819
41 .285 .229 79 8.262 5.370
42 .310 .249 80 9.012 6.000
43 .336 .267 81 9.858 6.729
44 .365 .287 82 10.822 7.579
45 .395 .307 83 11.902 8.549
46 .428 .327 84 13.077 9.629
47 .462 .350 85 14.325 10.811
48 .499 .374 86 15.626 12.091
49 .540 .400 87 16.976 13.469
50 .585 .429 88 18.375 14.952
51 .638 .459 89 19.834 16.556
52 .697 .495 90 21.379 18.306
53 .764 .533 91 23.052 20.250
54 .838 .573 92 24.937 22.470
55 .918 .613 93 27.244 25.155
56 1.003 .652 94 30.445 28.736
57 1.093 .690

- ----------------------------------------------------------------------------------------------
</TABLE>

* If there is a supplemental rating for the life insurance benefit, as shown
on page 3, the monthly deduction for such supplemental rating must be added
to the monthly rate determined from this table.

4
7FV-93
<PAGE>

DESCRIPTION OF INVESTMENT DIVISIONS IN THE SEPARATE ACCOUNT

THE ASSETS IN EACH INVESTMENT DIVISION OF METROPOLITAN LIFE SEPARATE ACCOUNT UL
(SEPARATE ACCOUNT) ARE INVESTED IN SHARES OF A DESIGNATED INVESTMENT COMPANY
PORTFOLIO. EACH PORTFOLIO REPRESENTS A DIFFERENT CLASS (OR SERIES) OF SHARES
ISSUED BY METROPOLITAN SERIES FUND, INC.

DIVISION 1 -- GROWTH PORTFOLIO--The investment objective of this portfolio is
to achieve long-term growth of capital and income, and moderate
current income, by investing primarily in common stocks that are
believed to be of good quality or to have good growth potential
or which are considered to be undervalued based on historical
investment standards.

DIVISION 2 -- INCOME PORTFOLIO--The investment objective of this portfolio is
to achieve the highest possible total return, by combining
current income with capital gains, consistent with prudent
investment risk and the preservation of capital, by investing
primarily in fixed-income, high-quality debt securities.

DIVISION 3 -- MONEY MARKET PORTFOLIO--The investment objective of this
portfolio is to achieve the highest possible current income
consistent with the preservation of capital and maintenance of
liquidity, by investing primarily in short-term money market
instruments.

DIVISION 4 -- DIVERSIFIED PORTFOLIO--The investment objective of this portfolio
is to achieve a high total return while attempting to limit
investment risk and preserve capital by investing in equity
securities, fixed-income debt securities, or short-term money
market instruments, or any combination thereof, at the discretion
of State Street Research.

DIVISION 5 -- AGGRESSIVE GROWTH PORTFOLIO--The investment objective of this
portfolio is to achieve maximum capital appreciation by investing
primarily in common stocks (and equity and debt securities
convertible into or carrying the right to acquire common stocks)
of emerging growth companies, undervalued securities or special
situations.

DIVISION 6 -- INTERNATIONAL STOCK PORTFOLIO--The investment objective of this
portfolio is to achieve long-term growth of capital by investing
primarily in common stocks and equity-related securities of non-
United States companies.

DIVISION 7 -- STOCK INDEX PORTFOLIO--The investment objective of this portfolio
is to equal the performance of the Standard & Poor's 500
Composite Stock Price Index (adjusted to assume reinvestment of
dividends) by investing in the common stock of companies which
are included in the index.

INVESTMENT RETURNS WILL REFLECT FLUCTUATIONS IN THE MARKET VALUE OF SECURITIES.
PLEASE REFER TO THE CURRENT PROSPECTUS FOR METROPOLITAN SERIES FUND, INC. FOR A
COMPLETE DESCRIPTION OF THE FUND AND THE CURRENTLY AVAILABLE DESIGNATED
PORTFOLIOS.

5
7FV-93
<PAGE>

DEFINITIONS

This policy provides life insurance through flexible premium payments.
Net premiums are credited at your option to either a fixed interest
account ("Fixed Account") or a multifunded separate account ("Separate
Account"), or both. Interest will be credited to the Cash Value in the
Fixed Account. The Cash Value in the Separate Account will vary with
investment experience. The cost of insurance and other charges will be
deducted each month proportionately from the Fixed Account and the
Separate Account.

"You" and "your" refer to the owner of this policy.

"We", "us" and "our" refer to Metropolitan Life Insurance Company.

The "Insured" named on page 3 is the person at whose death the
insurance proceeds will be payable.

The "Specified Face Amount of Insurance" as of the Date of Policy is
shown on page 3. A new page 3 will be issued to show any change in the
Specified Face Amount of Insurance that has occurred at your request.

The "Date of Policy" is shown on page 3.

Policy years and months are measured from the Date of Policy. For
example, if the Date of Policy is May 5, 1993, the first policy month
ends June 4, 1993 and the first policy year ends May 4, 1994.
Similarly, the first monthly anniversary is June 5, 1993, and the
first policy anniversary is May 5, 1994.

The "Designated Office" is our Executive Office at One Madison Avenue,
New York, N.Y. 10010. We may, by written notice, name other offices
within the United States to serve as Designated Offices.

The "Investment Start Date" is the date the first premium is applied
to the Fixed Account and/or Separate Account. It is the later of: (1)
the Date of Policy; and (2) the date we receive the first premium at
our Designated Office.

"Issue Age" is the age of the insured shown on page 3.

"Fixed Account" is the account under the policy to which we will add
the payments that you allocate to the Fixed Account. The Fixed Account
is part of our general account.

"Separate Account" is Metropolitan Life Separate Account UL, the
account under this policy to which we will add the payments that you
allocate to any of the Investment Divisions in the Separate Account.

"Policy Loan Account" is the account to which we will transfer the
amount of any policy loan from the Fixed and Separate Accounts.

"Cash Value" is the sum of (a) the value in the Fixed Account; (b) the
value in each investment division of the Separate Account; and (c) the
value in the Policy Loan Account.

"Cash Surrender Value" is the Cash Value less any policy loan and loan
interest.

The "Adjusted Premiums" are added to the Specified Face Amount of
Insurance to compute the Option C Death Benefit. The Adjusted Premiums
are initially equal to zero and are increased by premiums and
decreased by withdrawals, as they occur. The Adjusted Premiums will
never be less than zero.

To make this policy clear and easy to read, we have left out many
cross-references and conditional statements. Therefore, the provisions
of the policy must be read as a whole. For example, our payment of the
insurance proceeds (see page 7) depends upon the payment of sufficient
premiums (see page 14).

To exercise your rights, you should follow the procedures stated in
the policy. If you want to request a payment, change the allocations
of net premiums and/or Cash Value, adjust the death benefit, change a
beneficiary, change an address or request any other action by us, you
should do so on the forms prepared for each purpose. You can get these
forms from our Designated Office.

6
7FV-93
<PAGE>

PAYMENT WHEN INSURED DIES

INSURANCE If the insured dies before the Final Date of Policy, and while
PROCEEDS the policy is in force, an amount of money, called the insurance
proceeds, will be paid to the beneficiary. The insurance proceeds
are the sum of:

* The death benefit described below

PLUS

* Any insurance on the insured's life that may be provided
by riders to this policy

MINUS

* Any policy loan and loan interest

MINUS

* Any due and unpaid monthly deductions accruing during a
grace period.

We will pay the insurance proceeds to the beneficiary after we
receive proof of death and a proper written claim.

DEATH BENEFIT The death benefit under this policy will be either 1, 2 or 3
below, whichever is chosen and is in effect at the time of death,
but in no event less than the minimum death benefit.

1. OPTION A: The Specified Face Amount of Insurance.

2. OPTION B: The Specified Face Amount of Insurance

PLUS

The Cash Value on the date of death.

3. OPTION C: The Specified Face Amount of Insurance

PLUS

The Adjusted Premiums.

See the Full and Partial Cash Withdrawal provision for the effect
of a partial withdrawal on the Death Benefit.

MINIMUM DEATH In no event will the death benefit be less than the amounts
BENEFIT described below:

<TABLE>
<CAPTION>
Minimum Death Benefit
Age on Date as a Percentage of the
of Death Cash Value
<S> <C>
40 or younger 250%
41-45 243-215
46-50 209-185
51-55 178-150
56-60 146-130
61-65 128-120
66-70 119-115
71-75 113-105
76-90 105
91-95 104-100
96 and over 100
</TABLE>

The minimum death benefit percentage will decrease uniformly
within the age ranges shown.

DEATH BENEFIT At any time after the first policy year, while this policy is in
ADJUSTMENT force, you may change the death benefit option or change (either
increase or decrease) the Specified Face Amount of Insurance,
subject to the following:

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<PAGE>

PAYMENT WHEN INSURED DIES (CONTINUED)

1. In the event of a change in the death benefit option, we
will change the Specified Face Amount of Insurance as
needed.

2. The Specified Face Amount of Insurance may not be reduced to
less than the $100,000 during the first 5 policy years or to
less than $50,000 after the 5th policy year.

4. No change in the death benefit will take effect unless the
Cash Surrender Value after the change is sufficient to keep
this policy in force for at least 2 months. Subject to this
condition, a request for a change in the death benefit will
take effect on the monthly anniversary which coincides with
or next follows: (a) if evidence of insurability is
required, the date we approve the request; or, (b) if not,
the date of the request.

5. We will issue a new page 3 for this policy showing the
change. We may require that you send us this policy to make
the change.

MONTHLY DEDUCTION

The deduction for any policy month is the sum of the following
amounts, determined on each monthly anniversary:

* The monthly cost of term insurance;
* The monthly mortality and expense risk charges;
* The monthly cost of any benefits provided by rider;
* For any month in which your request results in an increase in
the Specified Face Amount, the underwriting charge, as shown
on page 3.1.

The monthly deduction (excluding the monthly mortality and
expense risk charges) will be charged proportionately to the
Fixed Account and each Investment Division of the Separate
Account. The monthly mortality and expense risk charges will be
charged proportionately to values in each Investment Division of
the Separate Account.

COST OF TERM Under all death benefit options, the amount of the term insurance
INSURANCE for any policy month is equal to:

* The death benefit divided by one plus the monthly guaranteed
interest rate shown on page 3.1;

MINUS

* The Cash Value.

The Cash Value used in this calculation is the Cash Value before
the deduction for the monthly cost of term insurance and for any
disability waiver benefit, but after the deduction for riders and
any other charges.

The cost of term insurance for any policy month is equal to the
amount of term insurance multiplied by the monthly term insurance
rate. After the Final Date the cost of term insurance is zero.
Monthly term insurance rates will be set by us from time to time,
based on the insured's age, sex, and underwriting class. But
these rates will never be more than the maximum rates shown in
the table on page 4. Any changes in mortality charges will not
recoup past losses. Any adjustment in policy cost factors will be
by class and based on changes in such factors as mortality,
persistency and expenses.

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<PAGE>

FIXED ACCOUNT

VALUE The value of the Fixed Account on the Investment Start Date is
equal to:

1. The portion of the initial net premium which has been paid
and allocated to the Fixed Account;

MINUS

2. The portion of any monthly deductions charged to the Fixed
Account.

The value of the Fixed Account on any day after the Investment
Start date is equal to:

1. The value on the preceding day, with interest on such values
at the current applicable rates;

PLUS

2. Any portion of net premium paid and allocated to the Fixed
Account on that day;

PLUS

3. Any amount transferred to the Fixed Account on that day;

MINUS

4. Any amount transferred from the Fixed Account on that day;

MINUS

5. Any cash withdrawal made from the Fixed Account on that day;

MINUS

6. The portion of any transfer charge allocated to the value of
the Fixed Account;

MINUS, IF THAT DAY IS A MONTHLY ANNIVERSARY,

7. The portion of the monthly deduction which is charged to the
Fixed Account, to cover the policy month which starts on that
day.

INTEREST The guaranteed interest rate for the Fixed Account is shown on
RATE page 3.1.

We may declare rates of interest in excess of the guaranteed rate
on amounts in the Fixed Account at any time, subject to the
following conditions: the rate of excess interest on any net
premiums paid during a month of the year will not change until
the first day of the same month in the following year. We also
may credit different rates of excess interest to premium payments
made in different months of the year and different rates of
excess interest at the end of each twelve-month period for Cash
Value related to premiums received in a given month of each prior
year. Transfers made into the Fixed Account will be treated as
new premium payments for these purposes.

We will credit the guaranteed and any excess interest on every
Valuation Date. Once credited, that interest will be guaranteed
and will become part of the value in the Fixed Account from which
monthly deductions are made. The monthly deduction will be
charged against the most recent premium paid (and transfers made)
and interest credited.

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<PAGE>

SEPARATE ACCOUNT

Separate Account UL is an investment account established and
maintained by us, separate from our general account or other
separate investment accounts. It is used for flexible premium
variable life insurance policies, and if permitted by law, may be
used by other policies or contracts as well.

We own the assets in the Separate Account. Assets equal to the
reserves and other liabilities of the Separate Account will not
be charged with liabilities that arise from any other business we
conduct. We may from time to time transfer to our general account
assets in excess of such reserves and liabilities.

Income and realized and unrealized gains or losses from assets in
the Separate Account are credited to or charged against the
Separate Account without regard to our other income, gains or
losses.

The Separate Account will be valued at the end of each Valuation
Period.

A "Valuation Date" is each day on which there is enough trading
in a portfolio's securities that the current value of its shares
could be materially affected. In general, Valuation Dates will be
days when the New York Stock Exchange is open for trading. We
reserve the right, on 30 days notice, to change the basis for
such Valuation Date, as long as the basis is not inconsistent
with applicable laws.

A "Valuation Period" is the period between successive Valuation
Dates starting at 4:00 P.M., New York City time, on each
Valuation Date and ending at 4:00 P.M., New York City time, on
the next Valuation Date. We reserve the right, on 30 days notice,
to change the basis for such Valuation Period, as long as the
basis is not inconsistent with applicable laws.

INVESTMENT The "Investment Divisions" are part of the Separate Account. Each
DIVISIONS division holds a separate class (or series) of stock of a
designated investment company or companies. Each class of stock
represents a separate portfolio in an investment company.

The Investment Divisions available on the Date of Policy are
described on page 5. We may from time to time make other
Investment Divisions available to you. We will provide you with
written notice of all material details including investment
objectives and all charges.

OUR RIGHT We reserve the right to make certain changes if, in our judgment,
TO MAKE they would best serve the interests of the owners of policies
CHANGES such as this one, or would be appropriate in carrying out the
purposes of such policies. Any changes will be made only to the
extent and in the manner permitted by applicable laws. Also, when
required by law, we will obtain your approval of the changes and
the approval of any appropriate regulatory authority.

Example of the changes we may make include:

* To operate the Separate Account in any form permitted under
the Investment Company Act of 1940, or in any other form
permitted by law.

* To take any action necessary to comply with or obtain and
continue any exemptions from the Investment Company Act of
1940.

* To transfer any assets in an Investment Division to another
Investment Division, or to one or more separate accounts, or
to our general account, or add, combine, or remove Investment
Divisions in the Separate Account.

* To substitute, for the investment company shares held in any
Investment Division, the shares of another class of the
investment company or the shares of another investment company
or any other investment permitted by law.

* To change the way we assess charges, but without increasing
the aggregate amount charged to the Fixed Account and any
currently available investment division of the Separate
Account or available portfolios of the fund.

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<PAGE>

SEPARATE ACCOUNT (CONTINUED)

* To make any other necessary technical changes in this policy
in order to conform with any action this provision permits us
to take.

VALUE The value of the Separate Account is the sum of the Cash Values
in each of the Investment Divisions.

The value in each Investment Division of the Separate Account on
the Investment Start Date is equal to:

1. The portion of the initial net premium which has been paid
and is allocated to the Investment Division:

MINUS

2. The portion of any monthly deductions charged to the
Investment Division.

The Cash Value in the Investment Division on subsequent Valuation
Dates is equal to:

1. The Cash Value in the Investment Division on the preceding
Valuation Date;

PLUS

2. Any increase due to the investment result in the Investment
Division of the Separate Account;

PLUS

3. Any net premium payments received during the current
Valuation Period which are allocated to the Investment
Division;

PLUS

4. Any net amounts transferred to the Investment Division during
the current Valuation Period;

MINUS

5. Any decrease due to the investment result in the Investment
Division of the Separate Account;

MINUS

6. Any amounts transferred from the Investment Division during
the current Valuation Period;

MINUS

7. Any cash withdrawal from the Investment Division during the
current Valuation Period;

MINUS

8. The portion of any transfer charge allocated to the value in
the Investment Division;

MINUS, IF A MONTHLY ANNIVERSARY OCCURS DURING THE
CURRENT VALUATION PERIOD,

9. The portion of the monthly deduction charged to the
Investment Division during the current Valuation Period to
cover the policy month which starts on that day.

11
7FV-93
<PAGE>

OWNER'S RIGHT TO CHANGE ALLOCATION

You can change the allocation of future net premiums among the
Fixed Account and/or the Investment Divisions of the Separate
Account. You must allocate at least 10% of net premiums to each
alternative you choose. Percentages must be in whole numbers.
(For example, 33 1/3% may not be chosen.) You must notify us in
writing of a change in the allocation percentages. The change
will take effect immediately upon receipt at our Designated
Office.

You may also change the allocation of the Cash Value. To do this,
you may transfer amounts among the alternatives at any time. A
transfer charge of $25 will be deducted from the Cash Value from
which amounts are transferred proportionately among the Fixed
Account and the Investment Divisions of the Separate Account when
each transfer is effected. However, no charge will be assessed
for transfers from policy loans and loan repayments. In addition,
during the first 24 policy months, no charge will be assessed for
a complete transfer of all amounts in the Investment Divisions of
the Separate Account to the Fixed Account. Transfers must be in
either dollar amounts or a percentage in whole numbers. The
minimum amount that may be transferred is $50, or, if less, the
entire value in an Investment Division of the Separate Account or
the entire value in the Fixed Account. The maximum amount that
may be transferred from the Fixed Account in any policy year is
the greater of $50 or 25% of the largest amount in the Fixed
Account over the last four policy years. The change will take
effect on the date we receive written notice from you at our
Designated Office.

EXCHANGE During the first 24 months following the Date of Policy, the
PRIVILEGE policy owner may transfer the entire amount in the Separate
Account to the Fixed Account and allocate all future net premiums
to the Fixed Account. This will serve as an exchange of the
policy for the equivalent of a flexible premium fixed benefit
life insurance policy. There will be no charge for this transfer.

PAYMENTS DURING INSURED'S LIFETIME

PAYMENT ON If the insured is alive on the Final Date of Policy, and you do
FINAL DATE not ask us in writing to continue the policy, we will pay you the
OF POLICY Cash Surrender Value. Coverage under this policy will then end.

You may ask us in writing to continue this policy after the Final
Date. If you do, the death benefit will be equal to the Cash
Value. The insurance proceeds will equal the death benefit minus
any outstanding policy loan and loan interest.

FULL AND We will pay you all or part of the Cash Surrender Value after we
PARTIAL CASH receive your request at our Designated Office. The Cash Surrender
WITHDRAWAL Value will be determined as of the date we receive your request.
If you request and are paid the full Cash Surrender Value, this
policy and all our obligations under it will end. We may require
surrender of this policy before we pay you the full Cash
Surrender Value.

Each partial withdrawal of Cash Value must be at least $250. When
a partial withdrawal is made, we will reduce the Cash Value by
the amount of the partial withdrawal. The reduction in Cash Value
will be allocated proportionately among the value of the Fixed
Account and each Investment Division of the Separate Account.

The maximum amount that may be withdrawn from the Fixed Account
in any policy year is the greater of $50 or 25% of the largest
amount in the Fixed Account over the last four policy years.

If Option A is in effect, we will reduce the Specified Face
Amount of Insurance by the amount of the partial withdrawal. If
Option C is in effect, and a partial withdrawal results in the
Adjusted Premiums becoming negative, the Adjusted Premiums will
equal zero, and the Specified Face Amount of Insurance will be
adjusted by this negative amount. A new page 3 will then be
issued. We may require that you send us this policy to make this
change. Partial cash withdrawals will not affect the Specified
Face Amount of Insurance if Option B is in effect.

If you request a partial withdrawal which would reduce the Cash
Value to less than $500, we will treat it as a request for a full
cash withdrawal.

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7FV-93
<PAGE>

PAYMENTS DURING INSURED'S LIFETIME (CONTINUED)

POLICY LOAN You may also get cash from us by taking a policy loan. If there
is an existing loan you can increase it. The maximum amount
available for a new or increased loan will be the greater of the
Cash Surrender Value less 2 monthly deductions or 75% of the Cash
Surrender Value. The smallest amount you can borrow at any one
time is $250. This loan will be allocated proportionately among
the Fixed Account and the Investment Divisions of the Separate
Account.

When a loan is made, the Cash Value in each Investment Division
of the Separate Account equal to the portion of the policy loan
allocated to each Investment Division will be transferred to a
Policy Loan Account within the general account. Cash Value in the
Fixed Account equal to that portion of the policy loan allocated
to that Account will also be transferred to the Policy Loan
Account.

Amounts in the Policy Loan Account will be credited with interest
at a rate we set but never less than the guaranteed rate shown on
page 3.1. Interest credited to the amounts in the Policy Loan
Account will be allocated at least once a year among the Fixed
Account and the Investment Divisions of the Separate Account in
the same proportions as net premiums are then being allocated.

LOAN INTEREST The rate of interest we set for a policy year may not be more
than the higher of:

(1) The Published Monthly Average for the calendar month ending
2 months before the start of the policy year; and

(2) The Guaranteed Interest Rate plus no more than 2.0%

The Published Monthly Average means:

(3) Moody's Corporate Bond Yield Average - Monthly Average
Corporates, as published by Moody's Investor Service, Inc.
or any successor to that service; or

(4) If that average is no longer published, a substantially
similar average, established by regulation issued by the
insurance supervisory official of the state in which this
policy is delivered.

If the maximum limit for a policy year is at least 1/2% higher
than the rate set for the prior policy year, we may increase the
rate to no more than that limit. If the maximum limit for a
policy year is at least 1/2% lower than the rate set for the
prior policy year, we will reduce the rate to at least that
limit.

The loan interest rate will never be more than the maximum
allowed by law and will not change more than once a year and any
change will occur on the anniversary of the Date of Policy.

We will notify you of the loan interest rate when you make a
loan. We will also give you advance written notice of an increase
in the loan interest rate of an outstanding loan.

Interest is charged daily and is due at the end of each policy
year. Interest not paid within 31 days after it is due will be
added to the loan principal. It will be added as of the due date
and will bear interest at the same rate as the rest of the loan.
It will be deducted proportionately from the value of the Fixed
Account and each Investment Division of the Separate Account and
will be transferred to the Policy Loan Account. The amount
transferred will be treated as an increased loan.

LOAN You may repay all or part (but not less than $25.00) of a policy
REPAYMENT loan at any time while the insured is alive and this policy is in
force. If any payment you make to us is intended as a loan
payment, rather than a premium payment, you must tell us this
when you make the payment. Otherwise, it will be treated as a
premium payment. Loan repayments will be allocated in the same
manner as net premium payments, except any amount borrowed from
the Fixed Account will be repaid to the Fixed Account first.

Failure to repay a policy loan or to pay loan interest will not
terminate this policy unless the Cash Surrender Value is
insufficient to pay the monthly deduction due on a monthly
anniversary. In that case, the Grace Period provision will apply
(see page 14).

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7FV-93
<PAGE>

PAYMENTS DURING INSURED'S LIFETIME (CONTINUED)

DEFERMENT We reserve the right to defer calculation and payment of benefits
in the following circumstances.

1. If your policy is in force with a Cash value in the Separate
Account, it will generally not be practical for us to
determine the investment experience of the Separate Account
during any period when the New York Stock Exchange is closed
for trading (except for customary weekend and holiday
closings), or when the Securities and Exchange Commission
restricts trading or determines that an emergency exists. In
such a case and with respect to the Separate Account, we
reserve the right to defer: (a) determination, application,
or payment of a cash withdrawal value; (b) determination of
policy loans except for a loan to pay a premium to us; (c) a
change in the allocation among the Investment Divisions of
the Separate Account; and (d) payment of the death benefit.

2. If your policy is in force with a Cash Value in the Fixed
Account, we may defer paying a cash withdrawal value from the
Fixed Account for up to 6 months from the date we receive a
request for payment. If we delay for 30 days or more,
interest will be paid at a rate not less than the guaranteed
rate shown on page 3.1 or at a rate required by law, if
greater.

3. We may delay making a loan from the Fixed Account, except for
a loan to pay a premium to us, for up to 6 months from the
date you request the loan.

PREMIUMS

We will send premium notices, if requested in writing, according
to the planned premium shown on page 3. After the first, you may
skip planned premium payments or change their frequency and
amount if the Cash Surrender Value is large enough to keep your
policy in force.

The planned premium is your self-determined level amount premium
planned to be paid at fixed intervals over a specified period of
time. You are not required to follow this schedule after the
first premium payment. Payment of the planned premium will not
guarantee that this policy remains in force. Instead, the
duration of the policy depends on the policy's Cash Value.

LIMITS The first premium may not be less than the planned premium shown
on page 3. Each premium payment after the first must be at least
$100.

We may increase these minimum premium limits. No increase will
take effect until 90 days after notice is sent.

The total premium paid in a policy year may not exceed the
maximum we set for that year. When we set the maximum for total
premiums paid in a policy year, we will take account of
requirements in federal legislation. We will return to you any
premium paid in a policy year which exceeds the maximum.

GRACE PERIOD If the Cash Surrender Value on any monthly anniversary is less
than the monthly deduction for that month, there will be a grace
period of 61 days after that anniversary to pay an amount that
will cover two monthly deductions. We will send you a notice at
the start of the grace period. We will also send a notice to any
assignee on our records.

If we do not receive a sufficient amount by the end of the grace
period, your policy will end without value.

If the insured dies during the grace period, we will pay the
insurance proceeds minus any overdue monthly deduction.

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7FV-93
<PAGE>

PREMIUMS (CONTINUED)

REINSTATEMENT If the grace period has ended and you have not paid the required
premium and have not surrendered your policy for its Cash
Surrender Value, you may reinstate this policy while the insured
is alive if you:

1. Ask for reinstatement within 3 years after the end of the
grace period;

2. Provide evidence of insurability satisfactory to us;

3. Pay a sufficient amount to keep this policy in force for at
least 2 months after the date of reinstatement.

Any policy loan and interest due when the policy ends will be
canceled. The effective date of the reinstated policy will be the
date we approve the reinstatement application.

OWNERSHIP AND BENEFICIARY

OWNER As owner, you may exercise all rights under your policy while the
insured is alive. You have the right to designate another entity
to exercise your rights with our consent. You may name a
contingent owner who would become the owner if you should die
before the insured.

CHANGE OF You may name a new owner at any time. If a new owner is named,
OWNERSHIP any earlier choice of a contingent owner, beneficiary, contingent
beneficiary or optional payment plan will be canceled, unless you
specify otherwise.

BENEFICIARY The beneficiary is the entity or entities and/or person or
persons designated by the policy owner to receive insurance
proceeds upon the death of the insured. You may name a contingent
beneficiary to become the beneficiary if all the beneficiaries
cease to exist while the insured is alive. If no beneficiary or
contingent beneficiary exists when the insured dies, the owner
(or the owner's estate, if applicable) will be the beneficiary.
While the insured is alive, the owner may change any beneficiary
or contingent beneficiary. If more than one beneficiary exists
when the insured dies, we will pay them in equal shares, unless
you have chosen otherwise.

HOW TO CHANGE You may change the owner, contingent owner, beneficiary or
THE OWNER OR contingent beneficiary of this policy by written notice or
THE assignment of the policy. No change is binding on us until it is
BENEFICIARY recorded at our Designated Office. Once recorded, the change
binds us as of the date you signed it. The change will not apply
to any payment made by us before we recorded your request. We may
require that you send us this policy to make the change.

COLLATERAL Your policy may be assigned as collateral. All rights under the
ASSIGNMENT policy will be transferred to the extent of the assignee's
interest. We are not bound by any assignment or release thereof
unless and until it is in writing and is recorded at our
Designated Office. We are not responsible for the validity of any
assignment.

EXCLUSION

SUICIDE The insurance proceeds will not be paid if the insured commits
suicide, while sane or insane, within 2 years from the Date of
Policy. Instead, we will pay the beneficiary an amount equal to
all premiums paid, without interest, less any policy loan and
loan interest and less any partial cash withdrawals. If the
insured commits suicide, while sane or insane, more than 2 years
after the Date of Policy but within 2 years from the effective
date of any increase in the death benefit, our liability with
respect to such increase will be limited to its cost.

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<PAGE>

GENERAL PROVISIONS

THE CONTRACT This policy includes any riders and, with the application
attached at issue, and any application added after issue,
makes up the entire contract. All statements in the
application will be representations and not warranties. No
statement will be used to contest the policy unless it appears
in the application.

LIMITATION ON No representative or other person except our President, a
REPRESENTATIVE'S Vice-President, or the Secretary may (a) make or change any
OR OTHER PERSON'S contract of insurance; or (b) make any binding promises about
AUTHORITY benefits; or (c) change or waive any of the terms of this
policy. Any change or waiver is valid only if made in writing
and signed by our President, Vice-President, or Secretary.

INCONTESTABILITY We will not contest the validity of your policy after it has
been in force during the insured's lifetime for 2 years from
the Date of Policy. We will not contest the validity of any
increase in the death benefit after such increase has been in
force during the insured's lifetime for 2 years from its
effective date.

AGE AND SEX If the insured's age or sex on the Date of Policy is not
correct as shown on page 3, we will adjust the benefits under
this policy. If the insured dies before a correction is made,
the adjusted benefits will be the amounts bought by the
monthly deduction just before the date of death, based on the
correct age and sex. Otherwise we will recompute the value of
the Cash Value by taking out the monthly cost of term
insurance for the life of the policy, using the level of
benefits bought by the monthly deduction just before we
learned the correct age and sex.

NONPARTICIPATION This policy is not eligible for dividends; it does not
participate in any distribution of our surplus.

COMPUTATION The Fixed Account Cash Value is computed using a guaranteed
OF VALUES minimum interest rate shown on page 3.1. This value and the
maximum term insurance rates shown on page 4 are based on the
1980 Commissioners Standard Ordinary Mortality (sex distinct)
Table.

For substandard policy classifications, these values and rates
are based on a modified version of the 1980 CSO Mortality
Table that reflects our mortality experience.

We have filed a detailed statement of the method of
computation with the insurance supervisory official of the
state in which this policy is delivered. The values under this
policy are equal to or greater than those required by the law
of that state.

ANNUAL REPORT Each year we will send you a report showing the current death
benefit, the Cash Value and any outstanding policy loans for
this policy.

It will also show the amount and type of credits to and
deductions from the Cash Value during the past policy year.

The report will also include any other information required by
state laws and regulations.

ILLUSTRATION OF At any time, we will provide an illustration of the future
FUTURE BENEFITS benefits and values under your policy. You must ask in writing
for this illustration. The first illustration in any policy
year will be furnished free of charge. Any subsequent request
in that policy year will be subject to a Service fee set by
us.

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<PAGE>

METHODS OF PAYMENT

Unless otherwise requested, we may pay the insurance proceeds
when the insured dies, or the Cash Surrender Value on
surrender or on the Final date of the policy, in one sum, or
by placing the amount in an account that earns interest. The
payee will have immediate access to all or part of the
account. If requested, we will apply the amount under one or
more of the following payment plans:

OPTION 1. Interest Income -- The amount applied will earn interest which
will be paid monthly. Withdrawals of at least $500 each may be
made at any time by written request.

OPTION 2. Installment Income for a Stated Period -- Monthly installment
payments will be made so that the amount applied, with
interest, will be paid over the period chosen (from 1 to 30
years).

OPTION 2A. Installment Income of a Stated Amount -- Monthly installment
payments of a chosen amount will be made until the entire
amount applied, with interest, is paid.

OPTION 3. Single Life Income -- Guaranteed Payment Period -- Monthly
payments will be made during the lifetime of the payee with a
chosen guaranteed payment period of 10, 15, or 20 years.

OPTION 3A. Single Life Income -- Guaranteed Return -- Monthly payments
will be made during the lifetime of the payee. If the payee
dies before the total amount applied under this plan has been
paid, the remainder will be paid in one sum as a death
benefit.

OPTION 4. Joint and Survivor Life Income -- Monthly payments will be
made jointly to two persons during their lifetime and will
continue during the remaining lifetime of the survivor. A
total payment period of 10 years is guaranteed.

OTHER FREQUENCIES Instead of monthly payments, you may choose to have payments
AND PLANS made quarterly, semiannually or annually. Other payment plans
may be arranged with us.

CHOICE OF PAYMENT A choice of a payment plan for insurance proceeds made by you
PLANS in writing and recorded by us while the insured is alive will
take effect when the insured dies. All other choices of
payment plans will take effect when recorded by us or later,
if requested. When a payment plan starts, we will issue a
contract which will describe the terms of the plan. We may
require that you send us this policy. We may also require
proof of the payee's age.

Payment plans may be chosen: (1) by you during the lifetime of
the insured; or (2) by the beneficiary within one year after
the insured died and before any payments have been made, if no
choice was in effect on the date of death.

A choice of payment plan will not take effect unless each
payment under the plan would be at least $50.

LIMITATIONS If the payee is not a natural person, the choice of a payment
plan will be subject to our approval. An assignment for a loan
will modify a prior choice of payment plan. The amount due the
assignee will be payable in one sum and the balance will be
applied under the payment plan.

Payments may not be assigned and, to the extent permitted by
law, will not be subject to the claims of creditors.

PAYMENT PLAN Amounts applied under the interest income and installment
RATES payment plans will earn interest at a rate we set from time to
time.

Lifetime income plan payments will be based on a rate set by
us and in effect on the date the insurance proceeds or cash
value become payable.

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METHODS OF PAYMENT (CONTINUED)

MINIMUM PAYMENTS UNDER PAYMENT PLANS -- Monthly payments under Options 2, 3, 3A
and 4 for each $1,000 applied will not be less than the amounts shown in the
following Tables.

- --------------------------------------------------------------------------------
OPTION 2. Installment Income for a Stated Period
Monthly Payments for each $1,000 Applied
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
Minimum Amount Minimum Amount Minimum Amount
Years of Each Monthly Years of Each Monthly Years of Each Monthly
Chosen Payment Chosen Payment Chosen Payment
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1 $84.47 11 $8.86 21 $5.32
2 42.86 12 8.24 22 5.15
3 28.99 13 7.71 23 4.99
4 22.06 14 7.26 24 4.84
5 17.91 15 6.87 25 4.71

6 15.14 16 6.53 26 4.59
7 13.16 17 6.23 27 4.47
8 11.68 18 5.96 28 4.37
9 10.53 19 5.73 29 4.27
10 9.61 20 5.51 30 4.18
- --------------------------------------------------------------------------------
</TABLE>

To determine the minimum amount for quarterly payment, multiply the above
monthly payment by 2.99; for semiannual by 5.96; and for annual by 11.84.
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------
OPTION 3. Single Life Income --Guaranteed Payment Period OPTION 3A.
Minimum Amount of Each Monthly Payment for each $1,000 Applied Single Life Income--
-------------------------------------------------------------------- Guaranteed Return
Guaranteed Payment Period Minimum Amount of each
-------------------------------------------------------------------- Monthly Payment for each $1,000
Payee's Applied
Age 10 years 15 years 20 years
---------------------------------------------------------------------------------------------------------
Male Female Male Female Male Female Male Female
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
50 $4.29 $3.94 $4.23 $3.91 $4.15 $3.86 $4.11 $3.82
55 4.72 4.29 4.62 4.23 4.47 4.15 4.47 4.11
60 5.29 4.73 5.09 4.62 4.79 4.47 4.92 4.47
65 6.02 5.29 5.60 5.09 5.09 4.81 5.48 4.93
70 6.86 6.02 6.08 5.63 5.31 5.13 6.18 5.53
75 7.71 6.92 6.46 6.16 5.44 5.36 7.05 6.32
80 8.48 7.89 6.70 6.55 5.49 5.47 8.15 7.36
85 and over 9.07 8.74 6.82 6.77 5.51 5.50 9.54 8.70
- -----------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------
OPTION 4. Joint and Survivor Life Income -- Guaranteed Period of 10 years
Minimum Amount of each Monthly Payment for each $1,000 Applied
-----------------------------------------------------------------------------------------------
Age of One Male and Two Two
Both Payees One Female Males Females
-----------------------------------------------------------------------------------------------
<S> <C> <C> <C>
50 $3.64 $3.79 $3.54
55 3.93 4.11 3.80
60 4.30 4.55 4.13
65 4.80 5.13 4.57
70 5.47 5.90 5.17
75 6.33 6.80 6.00
-----------------------------------------------------------------------------------------------
</TABLE>

On request, we will provide additional information about amounts of minimum
payments.

18
7FV-93
<PAGE>

NOTICE

When you write to us, please give us your name, address and
policy number. Please notify us promptly of any changes. We will
write to you at your last known address.

Checks, drafts or money orders may be drawn to the order of
Metropolitan Life (or "Met Life"). They are received subject to
the condition that they may be handled for collection in
accordance with the practice of the collecting bank or banks. If
we do not receive the full amount of any check, draft or money
order, it will not constitute payment. All payments are to be
made in U.S. currency.

VOTING FOR Our Board of Directors is elected by the Policyholders. For
DIRECTORS details on how to vote, write to our Secretary.
Metropolitan Life Insurance Company
One Madison Avenue
New York, NY 10010-3690

Countersigned and Delivered ____________________ ____, By_______________________

TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page Page Page
<S> <C> <C> <C> <C> <C>
POLICY SPECIFICATIONS 3,3.1 Exchange Privilege 12 EXCLUSION 15
TABLE OF GUARANTEED PAYMENTS DURING INSURED'S Suicide 15
MAXIMUM INSURANCE RATES 4 LIFETIME 12 GENERAL PROVISIONS 16
DESCRIPTION OF INVESTMENT Payment on Final The Contract 16
DIVISIONS IN THE SEPARATE ACCOUNT 5 Date of Policy 12 Limitations on
DEFINITIONS 6 Full and Partial Representative's
Payment When Insured Dies 7 Cash Withdrawal 12 or Other Person's Authority 16
Insurance Proceeds 7 Policy Loan 13 Incontestability 16
Death Benefit 7 Loan Interest 13 Age and Sex 16
Minimum Death Benefit 7 Loan Repayment 13 Nonparticipation 16
Death Benefit Adjustment 7 Deferment 14 Computation of Values 16
MONTHLY DEDUCTION 8 PREMIUMS 14 Annual Report 16
Cost of Term Insurance 8 Premium Payments 14 Illustration of Future
FIXED ACCOUNT 9 Limits 14 Benefits 16
Value 9 Grace Period 14 METHODS OF PAYMENT 17
Interest Rate 9 Reinstatement 15 Options 17
SEPARATE ACCOUNT 10 OWNERSHIP AND BENEFICIARY 15 Other Frequencies
Investment Divisions 10 Owner 15 and Plans 17
Our Right to Make Changes 10 Change of Ownership 15 Choice of Payment Plans 17
Value 11 Beneficiary 15 Limitations 17
OWNER'S RIGHT TO How to Change the Owner Payment Plan Rates 17
CHANGE ALLOCATION 12 or the Beneficiary 15 Minimum Payments under
Collateral Assignment 15 Payment Plans 18
</TABLE>

----------------------------------------------
Page 2 has intentionally been left blank.
----------------------------------------------

Any riders for additional benefits follow page 18.

FLEXIBLE-PREMIUM VARIABLE LIFE INSURANCE POLICY
Life Insurance payable if the insured dies before the Final Date of Policy.
Cash Value, if any, less any policy loan and loan interest, payable on the Final
Date.

Adjustable death benefit.

Premiums payable while the insured is alive and before the Final Date of Policy.
Premiums must be sufficient to keep the policy in force.

Not eligible for dividends.

7FV-93

<PAGE>

[LOGO OF METLIFE APPEARS HERE]
---------------------------------------------------------------------------

METROPOLITAN LIFE
INSURANCE COMPANY

A Mutual Company Incorporated in New York State
---------------------------------------------------------------------------
Metropolitan Life Insurance Company will pay the amount of insurance and
provide the other benefits of this policy according to its provisions.

Insured

Specified
Face Amount
of Insurance

Policy Number

Plan FLEXIBLE PREMIUM VARIABLE LIFE

FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY

Life insurance payable if the insured dies before the Final Date of Policy.

Cash Value, if any, less any policy loan and loan interest, payable on the
Final Date.

Adjustable death benefit.

Premiums payable while the insured is alive and before the Final Date of
Policy.

Premiums must be sufficient to keep the policy in force.

Not eligible for dividends.

THE AMOUNT OR THE DURATION OF THE DEATH BENEFIT, OR BOTH, MAY BE VARIABLE OR
FIXED AS DESCRIBED IN THIS POLICY.

RIGHT TO EXAMINE POLICY--PLEASE READ THIS POLICY. YOU MAY RETURN IT TO US OR TO
THE REPRESENTATIVE THROUGH WHOM YOU BOUGHT IT AT ANY TIME BEFORE THE LATER OF
THE DATE WE RECEIVE YOUR SIGNED DELIVERY RECEIPT AND 10 DAYS FROM THE DATE THE
POLICY WAS DELIVERED TO YOU. IF YOU RETURN THIS POLICY WITHIN THIS PERIOD, THE
POLICY WILL BE VOID FROM THE BEGINNING. WE WILL REFUND ANY PREMIUM PAID. DURING
THAT PERIOD, THE NET PREMIUM PAYMENTS ALLOCATED TO THE SEPARATE ACCOUNT WILL BE
INVESTED IN THE MONEY MARKET PORTFOLIO. AT THE END OF THAT PERIOD, THE NET
PREMIUM WILL BE INVESTED IN THE SEPARATE ACCOUNT AS DESIGNATED.

See Table of Contents and Company address on the back cover.

READ THIS POLICY CAREFULLY. This policy is a legal contract between the policy
owner and Metropolitan Life Insurance Company.

7FV-93 1 AAA/W4
<PAGE>

DESCRIPTION OF INVESTMENT DIVISIONS IN THE SEPARATE ACCOUNT

DIVISION 1 -- GROWTH PORTFOLIO--The investment objective of this portfolio is to
achieve long-term growth of capital and income, and moderate
current income, by investing primarily in common stocks that are
believed to be of good quality or to have good growth potential or
which are considered to be undervalued based on historical
investment standards.

DIVISION 2 -- INCOME PORTFOLIO--The investment objective of this portfolio is to
achieve the highest possible total return, by combining current
income with capital gains, consistent with prudent investment risk
and the preservation of capital, by investing primarily in fixed-
income, high-quality debt securities.

DIVISION 3 -- MONEY MARKET PORTFOLIO--The investment objective of this portfolio
is to achieve the highest possible current income consistent with
the preservation of capital and maintenance of liquidity, by
investing primarily in short-term money market instruments.

DIVISION 7 -- STOCK INDEX PORTFOLIO--The investment objective of this portfolio
is to equal the performance of the Standard and Poor's 500
Composite Stock Price Index (adjusted to assume reinvestment of
the dividends) by investing in the common stock of companies which
are included in the index.

7FV-93 5 AAACW8
<PAGE>

DEFINITIONS

This policy provides life insurance through flexible premium payments.
Net premiums are credited at your option to either a fixed interest
account ("Fixed Account") or a multifunded separate account ("Separate
Account") or both. Interest will be credited to the Cash Value in the
Fixed Account. The Cash Value in the Separate Account will vary with
investment experience. The cost of insurance and other charges will be
deducted each month proportionately from the Fixed Account and the
Separate Account.

"You" and "your" refer to the owner of this policy.

"We", "us" and "our" refer to Metropolitan Life Insurance Company.

The "insured" named on page 3 is the person at whose death the
insurance proceeds will be payable.

The "Date of Policy" is shown on page 3.

The "Designated Office" is our Executive Office at One Madison Avenue,
New York, N.Y. 10010. We may, by written notice, name other offices
within the United States to serve as Designated Offices.

"Issue Age" is the age of the insured shown on Page 3.

"Fixed Account" is the account under the policy to which we will add
the payments that you allocate to the Fixed Account. The Fixed Account
is part of our general account.

"Policy Loan Account" is the account to which we will transfer the
amount of any policy loan from the Fixed and Separate Accounts.

"Cash Value" is the sum of: (a) the value in the Fixed Account; (b)
the value in each investment division of the Separate Account; and (c)
the value in the Policy Loan Account.

"Cash Surrender Value" is the Cash Value less any policy loan and loan
interest.

7FV-93 6 AAACW9
<PAGE>

PAYMENT WHEN INSURED DIES

INSURANCE If the insured dies before the Final Date of Policy, and
PROCEEDS while the policy is in force, an amount of money, called the
insurance proceeds, will be paid to the beneficiary. The
insurance proceeds are the sum of:

* The death benefit described below

PLUS

* Any insurance on the insured's life that may be
provided by riders to this policy

MINUS

* Any policy loan and loan interest

MINUS

* Any due and unpaid monthly deductions accruing during
a grace period.

We will pay the insurance proceeds to the beneficiary after
we receive proof of death and a proper written claim.

DEATH BENEFIT The death benefit under this policy will be either 1, 2 or 3
below, whichever is chosen and is in effect at the time of
death, but in no event less than the minimum death benefit.

1. OPTION A: The Specified Face Amount of Insurance.

2. OPTION B: The Specified Face Amount of Insurance

PLUS

The Cash Value on the date of death.

3. OPTION C: The Specified Face Amount of Insurance.

PLUS

The Adjusted Premiums.

See the Full and Partial Cash Withdrawal provision for the
effect of a partial withdrawal on the death benefit.

MINIMUM In no event will the death benefit be less than the amounts
DEATH BENEFIT described below:

<TABLE>
<CAPTION>
MINIMUM DEATH BENEFIT
AGE ON DATE AS A PERCENTAGE OF THE
OF DEATH CASH VALUE
<S> <C>
40 or younger 250%
41-45 243-215
46-50 209-185
51-55 178-150
56-60 146-130
61-65 128-120
66-70 119-115
71-75 113-105
76-90 105
91-95 104-100
96 and over 100
</TABLE>

The minimum death benefit percentage will decrease uniformly
within the age ranges shown.

DEATH BENEFIT At any time after the first policy year, while this policy
ADJUSTMENT is in force, you may change the death benefit option or
change (either increase or decrease) the Specified Face
Amount of Insurance, subject to the following:

7FV-93 7 AAACXA
<PAGE>

PAYMENT WHEN INSURED DIES (CONTINUED)

1. In the event of a change in the death benefit option, we
will change the Specified Face Amount of Insurance as
needed.

2. The Specified Face Amount of Insurance may not be reduced
to less than the $100,000 during the first 5 policy years
or to less than $50,000 after the 5th policy year.

4. No change in the death benefit will take effect unless
the Cash Surrender Value after the change is sufficient
to keep this policy in force for at least 2 months.
Subject to this condition, a request for a change in the
death benefit will take effect on the monthly anniversary
which coincides with or next follows: (a) if evidence of
insurability is required, the date we approve the
request; or, (b) if not, the date of the request.

5. We will issue a new page 3 for this policy showing the
change. We may require that you send us this policy to
make the change.

MONTHLY DEDUCTION

The deduction for any policy month is the sum of the
following amounts, determined on each monthly anniversary:

* The monthly cost of term insurance;

* The monthly mortality and expense risk charges;

* The monthly cost of any benefits provided by rider;

* For any month in which your request results in an
increase in the Specified Face Amount, the underwriting
charge, as shown on page 3.1.

The monthly deduction (excluding the monthly mortality and
expense risk charges) will be charged proportionately to the
Fixed Account and each Investment Division of the Separate
Account. The monthly mortality and expense risk charges will
be charged proportionately to values in each Investment
Division of the Separate Account.

COST OF TERM Under all death benefit options, the amount of the term
INSURANCE insurance for any policy month is equal to:

* The death benefit divided by one plus the monthly
guaranteed interest rate shown on page 3.1;

MINUS

* The Cash Value.

The Cash Value used in this calculation is the Cash Value
before the deduction for the monthly cost of term insurance
and for any disability waiver benefit, but after the
deduction for riders and any other charges.

The cost of term insurance for any policy month is equal to
the amount of term insurance multiplied by the monthly term
insurance rate. After the Final Date the cost of term
insurance is zero. Monthly term insurance rates will be set
by us from time to time, based on the insured's age, sex,
and underwriting class. But these rates will never be more
than the maximum rates shown in the table on page 4. Any
changes in mortality charges will not recoup past losses.
Any adjustments in policy cost factors will be by class and
based on changes in such factors as mortality, persistency
and expenses.

7FV-93 8 AAACK9
<PAGE>

FIXED ACCOUNT

VALUE The value of the Fixed Account on the Investment Start Date
is equal to:

1. The portion of the initial net premium which has been
paid and allocated to the Fixed Account;

MINUS

2. The portion of any monthly deductions charged to the
Fixed Account.

The value of the Fixed Account on any day after the
Investment Start Date is equal to:

1. The value on the preceding day, with interest on such
values at the current applicable rates;

PLUS

2. Any portion of net premium paid and allocated to the
Fixed Account on that day;

PLUS

3. Any amount transferred to the Fixed Account on that day;

MINUS

4. Any amount transferred from the Fixed Account on that
day;

MINUS

5. Any cash withdrawal made from the Fixed Account on that
day;

MINUS

6. The portion of any transfer charge allocated to the value
of the Fixed Account;

MINUS, IF THAT DAY IS A MONTHLY ANNIVERSARY,

7. The portion of the monthly deduction which is charged to
the Fixed Account, to cover the policy month which starts
on that day.

INTEREST The guaranteed interest rate for the Fixed Account is shown
RATE on page 3.1.

We may declare rates of interest in excess of the guaranteed
rate on amounts in the Fixed Account at any time, subject to
the following conditions: the rate of excess interest on any
net premiums paid during a month of the year will not change
until the first day of the same month in the following year.
We also may credit different rates of excess interest to
premium payments made in different months of the year and
different rates of excess interest at the end of each
twelve-month period for Cash Value related to premiums
received in a given month of each prior year. Transfers made
into the Fixed Account will be treated as new premium
payments for these purposes.

We will credit the guaranteed and any excess interest on
every Valuation Date. Once credited, that interest will be
guaranteed and will become part of the value in the Fixed
Account from which monthly deductions are made. The monthly
deduction will be charged against the most recent premiums
paid (and transfers made) and interest credited.

7FV-93 9 AAACXB
<PAGE>

SEPARATE ACCOUNT

Separate Account UL is an investment account established and
maintained by us, separate from our general account or other
separate investment accounts. It is used for flexible
premium variable life insurance policies, and if permitted
by law, may be used for other policies or contracts as well.

We own the assets in the Separate Account. Assets equal to
the reserves and other liabilities of the Separate Account
will not be charged with liabilities that arise from any
other business we conduct. We may from time to time transfer
to our general account assets in excess of such reserves and
liabilities.

Income and realized and unrealized gains or losses from
assets in the Separate Account are credited to or charged
against the Separate Account without regard to our other
income, gains or losses.

The Separate Account will be valued at the end of each
Valuation Period.

A "Valuation Date" is each day on which there is enough
trading in a portfolio's securities that the current value
of its shares could be materially affected. In general,
Valuation Dates will be days when the New York Stock
Exchange is open for trading. We reserve the right, on 30
days notice, to change the basis for such Valuation Date, as
long as the basis is not inconsistent with applicable laws.

A "Valuation Period" is the period between successive
Valuation Dates starting at 4:00 P.M. New York City time, on
each Valuation Date and ending at 4:00 P.M., New York City
time, on the next Valuation Date. We reserve the right, on
30 days notice, to change the basis for such Valuation
Period, as long as the basis is not inconsistent with
applicable laws.

INVESTMENT The "Investment Divisions" are part of the Separate
DIVISIONS Account. Each division holds a separate class (or series) of
stock of a designated investment company or companies. Each
class of stock represents a separate portfolio in an
investment company.

The Investment Divisions available on the Date of Policy are
described on Page 5. We may from time to time make other
Investment Divisions available to you. We will provide you
with written notice of all material details including
investment objectives and all charges.

OUR RIGHT We reserve the right to make certain changes if, in our
TO MAKE judgment, they would best serve the interests of the
CHANGES owners of policies such as this one, or would be appropriate
in carrying out the purposes of such policies. Any changes
will be made only to the extent and in the manner permitted
by applicable laws. Also, when required by law, we will
obtain your approval of the changes and the approval of any
appropriate regulatory authority.

Examples of the changes we may make include:

* To operate the Separate Account in any form permitted
under the Investment Company Act of 1940, or in any other
form permitted by law.

* To take any action necessary to comply with or obtain and
continue any exemptions from the Investment Company Act of
1940.

* To transfer any assets in an Investment Division to
another Investment Division, or to one or more separate
accounts, or to our general account, or add, combine, or
remove Investment Divisions in the Separate Account.

* To substitute, for the investment company shares held in
any Investment Division, the shares of another class of
the investment company or the shares of another investment
company or any other investment permitted by law.

* To change the way we assess charges, but without
increasing the aggregate amount charged to the Fixed
Account and any currently available investment division of
the Separate Account or available portfolios of the fund.

7FV-93 10 AAACXC
<PAGE>

SEPARATE ACCOUNT (CONTINUED)

* To make any other necessary technical changes in this
policy in order to conform with any action this provision
permits us to take.

VALUE The value of the Separate Account is the sum of the Cash
Values in each of the Investment Divisions.

The value in each Investment Division of the Separate
Account on the Investment Start Date is equal to:

1. The portion of the initial net premium which has been
paid and is allocated to the Investment Division;

MINUS

2. The portion of any monthly deductions charged to the
Investment Division.

The Cash Value in each Investment Division on subsequent
Valuation Dates is equal to:

1. The Cash Value in the Investment Division on the
preceding Valuation Date;

PLUS

2. Any increase due to the investment result in the
Investment Division of the Separate Account;

PLUS

3. Any net premium payments received during the current
Valuation Period which are allocated to the Investment
Division;

PLUS

4. Any net amounts transferred to the Investment Division
during the current Valuation Period;

MINUS

5. Any decrease due to the investment result in the
Investment Division of the Separate Account;

MINUS

6. Any amounts transferred from the Investment Division
during the current Valuation Period;

MINUS

7. Any cash withdrawal from the Investment Division during
the current Valuation Period;

MINUS

8. The portion of any transfer charge allocated to the value
in the Investment Division;

MINUS, IF A MONTHLY ANNIVERSARY OCCURS DURING THE CURRENT
VALUATION PERIOD,

9. The portion of the monthly deduction charged to the
Investment Division during the current Valuation Period
to cover the policy month which starts on that day.

7FV-93 11 AAACXD
<PAGE>

OWNER'S RIGHT TO CHANGE ALLOCATION

You can change the allocation of future net premiums among
the Fixed Account and/or the Investment Divisions of the
Separate Account. You must allocate at least 10% of net
premiums to each alternative you choose. Percentages must be
in whole numbers. (For example, 33 1/3% may not be chosen.)
You must notify us in writing of a change in the allocation
percentages. The change will take effect immediately upon
receipt at our Designated Office.

You may also change the allocation of the Cash Value. To do
this, you may transfer amounts among the alternatives at any
time. A transfer charge of $25 will be deducted from the
Cash Value from which amounts are transferred
proportionately among the Fixed Account and the Investment
Divisions of the Separate Account when each transfer is
effected. However, no charge will be assessed for transfers
from policy loans and loan repayments. In addition, during
the first 24 policy months, no charge will be assessed for a
complete transfer of all amounts in the Investment Divisions
of the Separate Account to the Fixed Account. Transfers must
be in either dollar amounts or a percentage in whole
numbers. The minimum amount that may be transferred is $50,
or, if less, the entire value in an Investment Division of
the Separate Account or the entire value in the Fixed
Account. The maximum amount that may be transferred from the
Fixed Account in any policy year is the greater of $50 or
25% of the largest amount in the Fixed Account over the last
four policy years. The change will take effect on the date
we receive written notice from you at our Designated Office.

EXCHANGE During the first 24 months following the Date of Policy,
PRIVILEGE the policy owner may transfer the entire amount in the
Separate Account to the Fixed Account and allocate all
future net premiums to the Fixed Account. This will serve as
an exchange of the policy for the equivalent of a flexible
premium fixed benefit life insurance policy. There will be
no charge for this transfer.

PAYMENTS DURING INSURED'S LIFETIME

PAYMENT ON If the insured is alive on the Final Date of Policy, and
FINAL DATE you do not ask us in writing to continue the policy, we
OF POLICY will pay you the Cash Surrender Value. Coverage under this
policy will then end.

You may ask us in writing to continue this policy after the
Final Date. If you do, the death benefit will be equal to
the Cash Value. The insurance proceeds will equal the death
benefit minus any outstanding policy loan and loan interest.

FULL AND We will pay you all or part of the Cash Surrender Value
PARTIAL CASH after we receive your request at our Designated Office.
WITHDRAWAL The Cash Surrender Value will be determined as of the date
we receive your request. If you request and are paid the
full Cash Surrender Value, this policy and all our
obligations under it will end. We may require surrender of
this policy before we pay you the full Cash Surrender Value.

Each partial withdrawal of Cash Value must be at least $250.
When a partial withdrawal is made, we will reduce the Cash
Value by the amount of the partial withdrawal. The reduction
in Cash Value will be allocated proportionately among the
value of the Fixed Account and each Investment Division of
the Separate Account.

The maximum amount that may be withdrawn from the Fixed
Account in any policy year is the greater of $50 or 25% of
the largest amount in the Fixed Account over the last four
policy years.

If Option A is in effect, we will reduce the Specified Face
Amount of Insurance by the amount of the partial withdrawal.
If Option C is in effect, and a partial withdrawal results
in the Adjusted Premiums becoming negative, the Adjusted
Premiums will equal zero, and the Specified Face Amount of
Insurance will be adjusted by this negative amount. A new
page 3 will then be issued. We may require that you send us
this policy to make this change. Partial cash withdrawals
will not affect the Specified Face Amount of Insurance if
Option B is in effect.

If you request a partial withdrawal which would reduce the
Cash Value to less than $500, we will treat it as a request
for a full cash withdrawal.

7FV-93 12 AAACXE
<PAGE>

PAYMENTS DURING INSURED'S LIFETIME (CONTINUED)

POLICY LOAN You may also get cash from us by taking a policy loan. If
there is an existing loan you can increase it. The maximum
amount available for a new or increased loan will be the
greater of the Cash Surrender Value less 2 monthly
deductions or 75% of the Cash Surrender Value. The smallest
amount you can borrow at any one time is $250. This loan
will be allocated proportionately among the Fixed Account
and the Investment Divisions of the Separate Account.

When a loan is made, the Cash Value in each Investment
Division of the Separate Account equal to the portion of the
policy loan allocated to each Investment Division will be
transferred to a Policy Loan Account within the general
account. Cash Value in the Fixed Account equal to that
portion of the policy loan allocated to that Account will
also be transferred to the Policy Loan Account.

Amounts in the Policy Loan Account will be credited with
interest at a rate we set but never less than the guaranteed
rate shown on page 3.1. Interest credited to the amounts in
the Policy Loan Account will be allocated at least once a
year among the Fixed Account and the Investment Divisions of
the Separate Account in the same proportions as net premiums
are then being allocated.

LOAN INTEREST The rate of interest we set for a policy year may not be
more than the higher of:

(1) The Published Monthly Average for the calendar month
ending 2 months before the start of the policy year; and

(2) The Guaranteed Interest Rate plus no more than 1.0%

The Published Monthly Average means:

(3) Moody's Composite Bond Yield Average - Monthly Average
Corporates, as published by Moody's Investor Service,
Inc. or any successor to that service; or

(4) If that average is no longer published, a substantially
similar average, established by regulation issued by the
insurance supervisory official of the state in which
this policy is delivered.

If the maximum limit for a policy year is at least 1/2%
higher than the rate set for the prior policy year, we may
increase the rate to no more than that limit. If the maximum
limit for a policy year is at least 1/2% lower than the rate
set for the prior policy year, we will reduce the rate to at
least that limit.

The loan interest rate will never be more than the maximum
allowed by law and will not change more than once a year and
any change will occur on the anniversary of the Date of
Policy.

We will notify you of the loan interest rate when you make a
loan. We will also give you advance written notice of an
increase in the loan interest rate of an outstanding loan.

Interest is charged daily and is due at the end of each
policy year. Interest not paid within 31 days after it is
due will be added to the loan principal. It will be added as
of the due date and will bear interest at the same rate as
the rest of the loan. It will be deducted proportionatley
from the value of the Fixed Account and each Investment
Division of the Separate Account and will be transferred to
the Policy Loan Account. The amount transferred will be
treated as an increased loan.

LOAN You may repay all or part (but not less than $25.00) of a
REPAYMENT policy loan at any time while the insured is alive and this
policy is in force. If any payment you make to us is
intended as a loan payment, rather than a premium payment,
you must tell us this when you make the payment. Otherwise,
it will be treated as a premium payment. Loan repayments
will be allocated in the same manner as net premium
payments, except any amount borrowed from the Fixed Account
will be repaid to the Fixed Account first.

Failure to repay a policy loan or to pay loan interest will
not terminate this policy unless the Cash Surrender Value is
insufficient to pay the monthly deduction due on a monthly
anniversary. In that case, the Grace Period provision will
apply (see page 14).

7FV-93 13 AAACXF
<PAGE>

PAYMENTS DURING INSURED'S LIFETIME (CONTINUED)

DEFERMENT We reserve the right to defer calculation and payment of
benefits in the following circumstances.

1. If your policy is in force with a Cash Value in the
Separate Account, it will generally not be practical for
us to determine the investment experience of the Separate
Account during any period when the New York Stock
Exchange is closed for trading (except for customary
weekend and holiday closings), or when the Securities and
Exchange Commission restricts trading or determines that
an emergency exists. In such a case and with respect to
the Separate Account, we reserve the right to defer: (a)
determination, application, or payment of a cash
withdrawal value; (b) determination of policy loans
except for a loan to pay a premium to us; (c) a change in
the allocation among the Investment Divisions of the
Separate Account; and (d) payment of the death benefit.

2. If your policy is in force with a Cash Value in the Fixed
Account, we may defer paying a cash withdrawal value from
the Fixed Account for up to 6 months from the date we
receive a request for payment. If we delay for 30 days or
more, interest will be paid at a rate not less than the
guaranteed rate shown on page 3.1 or at a rate required
by law, if greater.

3. We may delay making a loan from the Fixed Account, except
for a loan to pay a premium to us, for up to 6 months
from the date you request the loan.

PREMIUMS

PREMIUM Premiums are to be paid at our Designated Office. No
PAYMENTS insurance will take effect before the first premium
is paid. Other premiums may be paid at any time while the
policy is in force and before the Final Date of Policy in
any amount subject to the limits described below.

We will send premium notices, if requested in writing,
according to the planned premium shown on page 3. After the
first, you may skip planned premium payments or change their
frequency and amount if the Cash Surrender Value is large
enough to keep your policy in force.

The planned premium is your self-determined level amount
premium planned to be paid at fixed intervals over a
specified period of time. You are not required to follow
this schedule after the first premium payment. Payment of
the planned premium will not guarantee that this policy
remains in force. Instead, the duration of the policy
depends on the policy's Cash Value.

LIMITS The first premium may not be less than the planned premium
shown on page 3. Each premium payment after the first must
be at least $100.

We may increase these minimum premium limits. No increase
will take effect until 90 days after notice is sent.

The total premium paid in a policy year may not exceed the
maximum we set for that year. When we set the maximum for
total premiums paid in a policy year, we will take account
of requirements in federal legislation. We will return to
you any premium paid in a policy year which exceeds the
maximum.

GRACE PERIOD If the Cash Surrender Value on any monthly anniversary is
less than the monthly deduction for that month, there will
be a grace period of 61 days after that anniversary to pay
an amount that will cover two monthly deductions. We will
send you a notice at the start of the grace period. We will
also send a notice to any assignee on our records.

If we do not receive a sufficient amount by the end of the
grace period, your policy will end without value.

If the insured dies during the grace period, we will pay the
insurance proceeds minus any overdue monthly deduction.

7FV-93 14 AAACXG
<PAGE>

PREMIUMS (CONTINUED)

REINSTATEMENT If the grace period has ended and you have not paid the
required premium and have not surrendered your policy for
its Cash Surrender Value, you may reinstate this policy
while the insured is alive if you:

1. Ask for reinstatement within 3 years after the end of the
grace period;

2. Provide evidence of insurability satisfactory to us;

3. Pay a sufficient amount to keep this policy in force for
at least 2 months after the date of reinstatement.

Any policy loan and interest due when the policy ends will
be canceled. The effective date of the reinstated policy
will be the date we approve the reinstatement application.

OWNERSHIP AND BENEFICIARY

OWNER As owner, you may exercise all rights under your policy
while the insured is alive. You have the right to designate
another entity to exercise your rights with our consent. You
may name a contingent owner who would become the owner if
you should die before the insured.

CHANGE OF You may name a new owner at any time. If a new owner is
OWNERSHIP named, any earlier choice of a contingent owner,
beneficiary, contingent beneficiary or optional payment plan
will be canceled, unless you specify otherwise.

BENEFICIARY The beneficiary is the entity or entities and/or person or
persons designated by the policy owner to receive insurance
proceeds upon the death of the insured. You may name a
contingent beneficiary to become the beneficiary if all the
beneficiaries cease to exist while the insured is alive. If
no beneficiary or contingent beneficiary exists when the
insured dies, the owner (or the owner's estate, if
applicable) will be the beneficiary. While the insured is
alive, the owner may change any beneficiary or contingent
beneficiary. If more than one beneficiary exists when the
insured dies, we will pay them in equal shares, unless you
have chosen otherwise.

HOW TO CHANGE You may change the owner, contingent owner, beneficiary or
THE OWNER OR contingent beneficiary of this policy by written notice or
THE BENEFICIARY assignment of the policy. No change is binding on us until
it is recorded at our Designated Office. Once recorded, the
change binds us as of the date you signed it. The change
will not apply to any payment made by us before we recorded
your request. We may require that you send us this policy to
make the change.

COLLATERAL Your policy may be assigned as collateral. All rights
ASSIGNMENT under the policy will be transferred to the extent of the
assignee's interest. We are not bound by any assignment or
release thereof unless and until it is in writing and is
recorded at our Designated Office. We are not responsible
for the validity of any assignment.

EXCLUSION

SUICIDE The insurance proceeds will not be paid if the insured
commits suicide, while sane or insane, within 2 years from
the Date of Policy. Instead, we will pay the beneficiary an
amount equal to all premiums paid, without interest, less
any policy loan and loan interest and less any partial cash
withdrawals. If the insured commits suicide, while sane or
insane, more than 2 years after the Date of Policy but
within 2 years from the effective date of any increase in
the death benefit, our liability with respect to such
increase will be limited to its cost.

7FV-93 15 AAACXH
<PAGE>

GENERAL PROVISIONS

LIMITATION ON No representative or other person except our President, a
REPRESENTATIVE'S Vice-President, or the Secretary may (a) make or change any
OR OTHER PERSON'S contract of insurance; or (b) make any binding promises
AUTHORITY about benefits; or (c) change or waive any of the terms of
this policy. Any change or waiver is valid only if made in
writing and signed by our President, Vice-President, or
Secretary.

INCONTESTABILITY We will not contest the validity of your policy after it has
been in force during the insured's lifetime for 2 years from
the Date of Policy. We will not contest the validity of any
increase in the death benefit after such increase has been
in force during the insured's lifetime for 2 years from its
effective date.

AGE AND SEX If the insured's age or sex on the Date of Policy is not
correct as shown on page 3, we will adjust the benefits
under this policy. If the insured dies before a correction
is made, the adjusted benefits will be the amounts bought by
the monthly deduction just before the date of death, based
on the correct age and sex. Otherwise we will recompute the
value of the Cash Value by taking out the monthly cost of
term insurance for the life of the policy, using the level
of benefits bought by the monthly deduction just before we
learned the correct age and sex.

NONPARTICIPATION This policy is not eligible for dividends; it does not
participate in any distribution of our surplus.

COMPUTATION The Fixed Account Cash Value is computed using a guaranteed
OF VALUES minimum interest rate shown on page 3.1. This value and the
maximum term insurance rates shown on page 4 are based on
the 1980 Commissioners Standard Ordinary Mortality (sex
distinct) Table.

For substandard policy classifications, these values and
rates are based on a modified version of the 1980 CSO
Mortality Table that reflects our mortality experience.

We have filed a detailed statement of the method of
computation with the insurance supervisory official of the
state in which this policy is delivered. The values under
this policy are equal to or greater than those required by
the law of that state.

ANNUAL REPORT Each year we will send you a report showing the current
death benefit, the Cash Value and any outstanding policy
loans for this policy.

It will also show the amount and type of credits to and
deductions from the Cash Value during the past policy year.

The report will also include any other information required
by state laws and regulations.

ILLUSTRATION OF At any time, we will provide an illustration of the future
FUTURE BENEFITS benefits and values under your policy. You must ask in
writing for this illustration. The first illustration in any
policy year will be furnished free of charge. Any subsequent
request in that policy year will be subject to a service fee
set by us.

7FV-93 16 AAACM2
<PAGE>

METHODS OF PAYMENT

Unless otherwise requested, we may pay the insurance
proceeds when the insured dies, or the Cash Surrender Value
on surrender or on the Final Date of the policy, in one sum,
or by placing the amount in an account that earns interest.
The payee will have immediate access to all or part of the
account. If requested, we will apply the amount under one or
more of the following payment plans:

OPTION 1. Interest Income -- The amount applied will earn interest
which will be paid monthly. Withdrawals of at least $500
each may be made at any time by written request.

OPTION 2. Installment Income for a Stated Period -- Monthly
installment payments will be made so that the amount
applied, with interest, will be paid over the period chosen
(from 1 to 30 years).

OPTION 2A. Installment Income of a Stated Amount -- Monthly installment
payments of a chosen amount will be made until the entire
amount applied, with interest, is paid.

OPTION 3. Single Life Income -- Guaranteed Payment Period -- Monthly
payments will be made during the lifetime of the payee with
a chosen guaranteed payment period of 10, 15 or 20 years.

OPTION 3A. Single Life Income -- Guaranteed Return -- Monthly payments
will be made during the lifetime of the payee. If the payee
dies before the total amount applied under this plan has
been paid, the remainder will be paid in one sum as a death
benefit.

OTHER FREQUENCIES Instead of monthly payments, you may choose to have payments
AND PLANS made quarterly, semiannually or annually. Other payment
plans may be arranged with us.

CHOICE OF A choice of a payment plan for insurance proceeds made by
PAYMENT PLANS you in writing and recorded by us while the insured is alive
will take effect when the insured dies. All other choices of
payment plans will take effect when recorded by us or later,
if requested. When a payment plan starts, we will issue a
contract which will describe the terms of the plan. We may
require that you send us this policy. We may also require
proof of the payee's age.

Payment plans may be chosen: (1) by you during the lifetime
of the insured; or (2) by the beneficiary within one year
after the insured died and before any payments have been
made, if no choice was in effect on the date of death.

A choice of a payment plan will not take effect unless each
payment under the plan would be at least $50.

LIMITATIONS If the payee is not a natural person, the choice of a
payment plan will be subject to our approval. An assignment
for a loan will modify a prior choice of payment plan. The
amount due the assignee will be payable in one sum and the
balance will be applied under the payment plan.

Payments may not be assigned and, to the extent permitted by
law, will not be subject to the claims of creditors.

PAYMENT PLAN Amounts applied under the interest income and installment
RATES payment plans will earn interest at a rate we set from time
to time.

Lifetime income plan payments will be based on a rate set by
us and in effect on the date the insurance proceeds or cash
value become payable.

7FV-93 17 AAACXI
<PAGE>

METHODS OF PAYMENT (CONTINUED)

MINIMUM PAYMENTS UNDER PAYMENT PLANS -- Monthly payments under Options 2, 3, 3A
and 4 for each $1,000 applied will not be less than the amounts shown in the
following Tables.

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------
OPTION 2. Instalment Income for a Stated Period
Monthly Payments for each $1,000 Applied.
- ----------------------------------------------------------------------------------------------------------------
Minimum Amount Minimum Amount Minimum Amount
Years of Each Monthly Years of Each Monthly Years of Each Monthly
Chosen Payment Chosen Payment Chosen Payment
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1 $84.47 11 $8.86 21 $5.32
2 42.86 12 8.24 22 5.15
3 28.99 13 7.71 23 4.99
4 22.06 14 7.26 24 4.84
5 17.91 15 6.87 25 4.71
6 15.14 16 6.53 26 4.59
7 13.16 17 6.23 27 4.47
8 11.68 18 5.96 28 4.37
9 10.53 19 5.73 29 4.27
10 9.61 20 5.51 30 4.18
- ----------------------------------------------------------------------------------------------------------------
To determine the minimum amount for quarterly payment multiply the above
monthly payment by 2.99; for semiannual by 5.96; and for annual by 11.84.
- ----------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------
OPTION 3. Single Life Income -- Guaranteed Payment Period OPTION 3A.
Minimum Amount of each Monthly Payment for each $1,000 Applied Single Life Income -
-------------------------------------------------------------------------- Guaranteed Return
Guaranteed Payment Period Minimum Amount of each
-------------------------------------------------------------------------- Monthly Payment for each
Payee's 10 years 15 years 20 years $1,000 Applied
---------------------------------------------------------------------------------------------------------
Age Male Female Male Female Male Female Male Female
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
50 $ 4.29 $ 3.94 $ 4.23 $ 3.91 $ 4.15 $3.86 $ 4.11 $ 3.82
55 4.72 4.29 4.62 4.23 4.47 4.15 4.47 4.11
60 5.29 4.73 5.09 4.62 4.79 4.47 4.92 4.47
65 6.02 5.29 5.60 5.09 5.09 4.81 5.48 4.93
70 6.86 6.02 6.08 5.63 5.31 5.13 6.18 5.53
75 7.71 6.92 6.46 6.16 5.44 5.36 7.05 6.32
80 8.48 7.89 6.70 6.55 5.49 5.47 8.15 7.36
85 and over 9.07 8.74 6.82 6.77 5.51 5.50 9.54 8.70
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------
OPTION 4. Joint and Survivor Life Income -- Guaranteed Period of 10 years
Minimum Amount of each Monthly Payment for each $1,000 Applied
-----------------------------------------------------------------------------
Age of One Male and Two Two
Both Payees One Female Males Females
-----------------------------------------------------------------------------
<S> <C> <C> <C>
50 $ 3.64 $ 3.79 $ 3.54
55 3.93 4.11 3.80
60 4.30 4.55 4.13
65 4.80 5.13 4.57
70 5.47 5.90 5.17
75 6.33 6.80 6.00
-----------------------------------------------------------------------------
</TABLE>

On request, we will provide additional information about amounts of
minimum payments.

7FV-93 18 AAACNH
<PAGE>

NOTICE

When you write to us, please give us your name, address
and policy number. Please notify us promptly of any
changes. We will write to you at your last known address.

Checks, drafts or money orders may be drawn to the order
of Metropolitan Life (or "Met Life"). They are received
subject to the condition that they may be handled for
collection in accordance with the practice of the
collecting bank or banks. If we do not receive the full
amount of any check, draft or money order, it will not
constitute payment. All payments are to be made in U.S.
currency.

VOTING FOR DIRECTORS Our Board of Directors is elected by the policyholders.
For details on how to vote, write to our Secretary.

Metropolitan Life Insurance Company
One Madison Avenue
New York, New York 10010-3690

Countersigned and Delivered_____________By_____________________________

TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page Page Page
<S> <C> <C> <C> <C> <C>
POLICY SPECIFICATIONS 3, Exchange Privilege 12 EXCLUSION 15
3.1 Suicide 15
TABLE OF GUARANTEED PAYMENTS DURING INSURED'S
MAXIMUM INSURANCE RATES 4 LIFETIME 12 GENERAL PROVISIONS 16
Payment on Final The Contract 16
DESCRIPTION OF Date of Policy 12 Limitation on
INVESTMENT DIVISIONS IN Full and Partial Representative's or Other
THE SEPARATE ACCOUNT 5 Cash Withdrawal 12 Person's Authority 16
Policy Loan 13 Incontestability 16
DEFINITIONS 6 Loan Interest 13 Age and Sex 16
Loan Repayment 13 Nonparticipation 16
PAYMENT WHEN INSURED DIES 7 Deferment 14 Computation of Values 16
Insurance Proceeds 7 Annual Report 16
Death Benefit 7 PREMIUMS 14 Illustration of Future
Minimum Death Benefit 7 Premium Payments 14 Benefits 16
Death Benefit Adjustment 7 Limits 14
Grace Period 14 METHODS OF PAYMENT 17
MONTHLY DEDUCTION 8 Reinstatement 15 Options 17
Cost of Term Insurance 8 Other Frequencies
OWNERSHIP AND BENEFICIARY 15 and Plans 17
FIXED ACCOUNT 9 Owner 15 Choice of Payment Plans 17
Value 9 Change of Ownership 15 Limitations 17
Interest Rate 9 Beneficiary 15 Payment Plan Rates
How to Change the Owner Minimum Payments under
SEPARATE ACCOUNT 10 or the Beneficiary 15 Payment Plans 18
Investment Divisions 10 Collateral Assignment 15
Our Right to Make Changes 10
Value 11
OWNERS RIGHT TO
CHANGE ALLOCATION 12
</TABLE>
-------------------------------------------------------------
Pages 2 and 19 have intentionally been left blank.
-------------------------------------------------------------

Any riders for additional benefits follow page 18.

FLEXIBLE-PREMIUM VARIABLE LIFE INSURANCE POLICY

Life insurance payable if the Insured dies before the Final Date of Policy. Cash
value, if any, less any policy loan and loan interest, payable on the Final
Date.

Adjustable death benefit.

Premiums payable while the insured is alive and before the Final Date of Policy.
Premiums must be sufficient to keep the policy in force.

Not eligible for dividends.

7FV-93 AAACIZ

<PAGE>

LOGO OF METLIFE APPEARS HERE
----------------------------------------------------------
METROPOLITAN LIFE
INSURANCE COMPANY

A Mutual Company Incorporated in New York State
----------------------------------------------------------
Metropolitan Life Insurance Company will pay the amount of insurance
and provide the other benefits of this policy according to its
provisions.

Insured

Specified
Face Amount
of Insurance

Policy Number

Plan FLEXIBLE PREMIUM VARIABLE LIFE

FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY
Life insurance payable if the insured dies before the Final Date of
Policy.
Cash Value, if any, less any policy loan and loan interest, payable on
the Final Date.
Adjustable death benefit.
Premiums payable while the insured is alive and before the Final Date
of Policy.
Premiums must be sufficient to keep the policy in force.
Not eligible for dividends.

THE AMOUNT OR THE DURATION OF THE DEATH BENEFIT, OR BOTH, MAY BE VARIABLE OR
FIXED AS DESCRIBED IN THIS POLICY.

IMPORTANT

YOU HAVE PURCHASED A LIFE INSURANCE POLICY. CAREFULLY REVIEW IT FOR LIMITATIONS.

YOU MAY RETURN THIS POLICY TO US OR TO THE REPRESENTATIVE THROUGH WHOM YOU
BOUGHT IT FOR A FULL REFUND AT ANY TIME BEFORE THE DATE WE RECEIVE YOUR SIGNED
DELIVERY RECEIPT OR WITHIN 30 DAYS FROM THE DATE YOU RECEIVE THE POLICY,
WHICHEVER PERIOD ENDS LATER. DURING THAT PERIOD, THE NET PREMIUM PAYMENTS
ALLOCATED TO THE SEPARATE ACCOUNT WILL BE INVESTED IN THE MONEY MARKET
PORTFOLIO. AT THE END OF THAT PERIOD, THE NET PREMIUM WILL BE INVESTED IN THE
SEPARATE ACCOUNT AS DESIGNATED.

See Table of Contents and Company address on the back cover.

7FV-93 CA 1 AAAIWG
<PAGE>

LOGO FOR METLIFE APPEARS HERE
----------------------------------------------------------
METROPOLITAN LIFE
INSURANCE COMPANY

Insured

Specified
Face Amount
of Insurance

Policy Number

Plan FLEXIBLE PREMIUM VARIABLE LIFE

FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY

Life insurance payable if the insured dies before the Final Date of
Policy.
Cash Value, if any, less any policy loan and loan interest, payable on
the Final Date.
Adjustable death benefit.
Premiums payable while the insured is alive and before the Final Date
of Policy.
Premiums must be sufficient to keep the policy in force.
Not eligible for dividends.

THE CASH VALUE IN EACH INVESTMENT DIVISION OF THE SEPARATE ACCOUNT IS BASED
ON THE INVESTMENT EXPERIENCE OF THAT INVESTMENT DIVISION AND MAY INCREASE OR
DECREASE DAILY. IT IS NOT GUARANTEED AS TO DOLLAR AMOUNT. SEE THE SEPARATE
ACCOUNT PROVISION ON PAGE 10.

THE AMOUNT OR THE DURATION OF THE DEATH BENEFIT, OR BOTH, MAY BE VARIABLE OR
FIXED AS DESCRIBED IN THIS POLICY.

RIGHT TO EXAMINE POLICY--PLEASE READ THIS POLICY. YOU MAY RETURN IT TO US OR
TO THE REPRESENTATIVE THROUGH WHOM YOU BOUGHT IT AT ANY TIME BEFORE THE LATER
OF THE DATE WE RECEIVE YOUR SIGNED DELIVERY RECEIPT AND 15 DAYS FROM THE DATE
THE POLICY WAS DELIVERED TO YOU. IF YOU RETURN THIS POLICY WITHIN THIS PERIOD,
THE POLICY WILL BE VOID FROM THE BEGINNING. WE WILL REFUND ANY PREMIUM PAID.
DURING THAT PERIOD, THE NET PREMIUM PAYMENTS ALLOCATED TO THE SEPARATE ACCOUNT
WILL BE INVESTED IN THE MONEY MARKET PORTFOLIO. AT THE END OF THAT PERIOD, THE
NET PREMIUM WILL BE INVESTED IN THE SEPARATE ACCOUNT AS DESIGNATED.

See Table of Contents and Company address on the back cover.

READ THIS POLICY CAREFULLY. This policy is a legal contract between the policy
owner and Metropolitan Life Insurance Company.

7FV-93 CO 1 AAAIXA
<PAGE>

PREMIUMS (CONTINUED)

REINSTATEMENT If the grace period has ended and you have not paid the
required premium and have not surrendered your policy for
its Cash Surrender Value, you may reinstate this policy
while the insured is alive if you:

1. Ask for reinstatement within 3 years after the end of
the grace period;

2. Provide evidence of insurability satisfactory to us;

3. Pay a sufficient amount to keep this policy in force for
at least 2 months after the date of reinstatement.

Any policy loan and interest due when the policy ends will
be canceled. The effective date of the reinstated policy
will be the date we approve the reinstatement application.

OWNERSHIP AND BENEFICIARY

OWNER As owner, you may exercise all rights under your policy
while the insured is alive. You have the right to designate
another entity to exercise your rights with our consent. You
may name a contingent owner who would become the owner if
you should die before the insured.

BENEFICIARY The beneficiary is the entity or entities and/or person or
persons designated by the policy owner to receive insurance
proceeds upon the death of the insured. You may name a
contingent beneficiary to become the beneficiary if all the
beneficiaries cease to exist while the insured is alive. If
no beneficiary or contingent beneficiary exists when the
insured dies, the owner (or the owner's estate, if
applicable) will be the beneficiary. While the insured is
alive, the owner may change any beneficiary or contingent
beneficiary. If more than one beneficiary exists when the
insured dies, we will pay them in equal shares, unless you
have chosen otherwise.

COLLATERAL Your policy may be assigned as collateral. All rights under
ASSIGNMENT the policy will be transferred to the extent of the
assignee's interest. We are not bound by any assignment or
release thereof unless and until it is in writing and is
recorded at our Designated Office. We are not responsible
for the validity of any assignment.

EXCLUSION

SUICIDE The insurance proceeds will not be paid if the insured
commits suicide, while sane or insane, within one year from
the Date of Policy. Instead, we will pay the beneficiary an
amount equal to all premiums paid, without interest, less
any policy loan and loan interest and less any partial cash
withdrawals. If the insured commits suicide, while sane or
insane, more than one year after the Date of Policy but
within one year from the effective date of any increase in
the death benefit, our liability with respect to such
increase will be limited to its cost.

7FV-93 CO, ND 15 AAACLR
<PAGE>

LOGO FOR METLIFE APPEARS HERE
----------------------------------------------------------
METROPOLITAN LIFE
INSURANCE COMPANY

Insured

Specified
Face Amount
of Insurance

Policy Number

Plan FLEXIBLE PREMIUM VARIABLE LIFE

FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY

Life insurance payable if the insured dies before the Final Date of
Policy.
Cash Value, if any, less any policy loan and loan interest,
payable on the Final Date.
Adjustable death benefit.
Premiums payable while the insured is alive and before the Final
Date of Policy.
Premiums must be sufficient to keep the policy in force.
Not eligible for dividends.

THE CASH VALUE IN EACH INVESTMENT DIVISION OF THE SEPARATE ACCOUNT IS BASED
ON THE INVESTMENT EXPERIENCE OF THAT INVESTMENT DIVISION AND MAY INCREASE OR
DECREASE DAILY. IT IS NOT GUARANTEED AS TO DOLLAR AMOUNT. SEE THE SEPARATE
ACCOUNT PROVISION ON PAGE 10.

THE AMOUNT OR THE DURATION OF THE DEATH BENEFIT, OR BOTH, MAY BE VARIABLE OR
FIXED AND DEPEND UPON THE AMOUNT OF THE CASH VALUE (SEE PAGE 7).

RIGHT TO EXAMINE POLICY--PLEASE READ THIS POLICY. YOU MAY RETURN IT TO US OR
TO THE REPRESENTATIVE THROUGH WHOM YOU BOUGHT IT AT ANY TIME BEFORE THE LATER
OF THE DATE WE RECEIVE YOUR SIGNED DELIVERY RECEIPT AND 10 DAYS FROM THE DATE
THE POLICY WAS DELIVERED TO YOU. IF YOU RETURN THIS POLICY WITHIN THIS PERIOD,
THE POLICY WILL BE VOID FROM THE BEGINNING. WE WILL REFUND ANY PREMIUM PAID.
DURING THAT PERIOD, THE NET PREMIUM PAYMENTS ALLOCATED TO THE SEPARATE ACCOUNT
WILL BE INVESTED IN THE MONEY MARKET PORTFOLIO. AT THE END OF THAT PERIOD, THE
NET PREMIUM WILL BE INVESTED IN THE SEPARATE ACCOUNT AS DESIGNATED.

See Table of Contents and Company address on the back cover.

READ THIS POLICY CAREFULLY. This policy is a legal contract between the
policy owner and Metropolitan Life Insurance Company.

7FV-93 CT 1 AAAIW8
<PAGE>

SEPARATE ACCOUNT

Separate Account UL is an investment account established and
maintained by us, separate from our general account or other
separate investment accounts. It is used for flexible
premium variable life insurance policies, and if permitted
by law, may be used for other policies or contracts as well.

We own the assets in the Separate Account. Assets equal to
the reserves and other liabilities of the Separate Account
will not be charged with liabilities that arise from any
other business we conduct. We may from time to time transfer
to our general account assets in excess of such reserves and
liabilities.

Income and realized and unrealized gains or losses from
assets in the Separate Account are credited to or charged
against the Separate Account without regard to our other
income, gains or losses.

The Separate Account will be valued at the end of each
Valuation Period.

A "Valuation Date" is each day on which there is enough
trading in a portfolio's securities that the current value
of its shares could be materially affected. In general,
Valuation Dates will be days when the New York Stock
Exchange is open for trading. We reserve the right, on 30
days notice, to change the basis for such Valuation Date, as
long as the basis is not inconsistent with applicable laws.

INVESTMENT The "Investment Divisions" are part of the Separate Account.
DIVISIONS Each division holds a separate class (or series) of stock of
a designated investment company or companies. Each class of
stock represents a separate portfolio in an investment
company.

OUR RIGHT We reserve the right to make certain changes if, in our
TO MAKE judgment, they would best serve the interests of the owners
CHANGES of policies such as this one or would be appropriate in
carrying out the purposes of such policies. Any changes
concerning the investment policy of the Separate Account
will be made only to the extent and in the manner permitted
by applicable laws and with the approval of the insurance
superintendent of our state of domicile, New York. The
approval process is on file with the Commissioner of your
state. Also, when required by law, we will obtain your
approval of the changes.

Examples of the changes we may make include:

* To operate the Separate Account in any form permitted
under the Investment Company Act of 1940, or in any other
form permitted by law.

* To take any action necessary to comply with or obtain and
continue any exemptions from the Investment Company Act of
1940.

* To transfer any assets in an Investment Division to
another Investment Division, or to one or more separate
accounts, or to our general account, or add, combine, or
remove Investment Divisions in the Separate Account.

* To substitute, for the investment company shares held in
any Investment Division, the shares of another class of
the investment company or the shares of another investment
company or any other investment permitted by law.

* To change the way we assess charges, but without
increasing the aggregate amount charged to the Fixed
Account and any currently available investment division of
the Separate Account or available portfolios of the fund.

7FV-93 CT, PA 10 AAACNN
<PAGE>

GENERAL PROVISIONS

LIMITATION ON No representative or other person except our President, a
REPRESENTATIVE'S Vice-President, or the Secretary may (a) make or change any
OR OTHER PERSON'S contract of insurance; or (b) make any binding promises
AUTHORITY about benefits; or (c) change or waive any of the terms of
this policy. Any change or waiver is valid only if made in
writing and signed by our President, Vice-President, or
Secretary.

INCONTESTABILITY We will not contest the validity of your policy after it has
been in force during the insured's lifetime for 2 years from
the Date of Policy. We will not contest the validity of any
increase in the death benefit after such increase has been
in force during the insured's lifetime for 2 years from its
effective date.

CHANGE OF PLAN Within 24 months from the Date of Policy, you may change
this policy, including any riders, to a Flexible-Premium
Life Insurance policy. The cash surrender value under this
policy will be transferred to the new policy. The new policy
will be on the life of the insured and will bear the same
issue age, be in the same underwriting class and be for the
same specified face amount and same death benefit option as
this policy.