REGISTRATION NO. 333-

Filed with the Securities and Exchange Commission on ~~December~~February 1714, ~~2020.~~2025

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

EQUITABLE FINANCIAL LIFE INSURANCE COMPANY OF AMERICA

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

ARIZONA

(STATE OR OTHER JURISDICTION OF

INCORPORATION OR ORGANIZATION)

6311

(PRIMARY STANDARD INDUSTRIAL

CLASSIFICATION CODE NUMBER)

86-0222062

(I. R. S. EMPLOYER IDENTIFICATION NUMBER)

~~525~~8501 ~~WASHINGTON~~IBM ~~BOULEVARD~~ DRIVE, SUITE 150

~~JERSEY CITY~~CHARLOTTE, NJNC ~~07310~~28262-4333

(212) 554-1234

(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,

INCLUDING AREA CODE, OF REGISTRANT’S PRINCIPAL EXECUTIVE OFFICES)

~~SHANE~~ALFRED ~~DALY~~AYENSU-GHARTEY

VICE PRESIDENT AND ASSOCIATE GENERAL COUNSEL

EQUITABLE FINANCIAL LIFE INSURANCE COMPANY OF AMERICA

~~1290~~8501 ~~AVENUE~~IBM OFDRIVE, ~~THE AMERICAS~~SUITE 150

~~NEW YORK~~CHARLOTTE, ~~NEW~~NC ~~YORK~~28262-4333 ~~10104~~

(212) 554-1234

(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,

INCLUDING AREA CODE, OF AGENT FOR SERVICE)

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: ☐

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box: ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462 (b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462 (c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462 (d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act . ☐

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered	Amount to be registered(1)	Proposed maximum offering price per unit(1)	Proposed maximum aggregate offering price(1)	Amount ofregistration fee(2)
Interests in Variable Indexed Options	$1,000,000	N/A	N/A	$109.10
Equitable Financial Life Insurance Company	—	—	—	None

(1) An indeterminate number or amount of interests in the Market Stabilizer Option(R) of Equitable Financial Life Insurance Company of America that may from time to time be issued at indeterminate prices, in U.S. dollars. Units of interest are only sold in U.S. dollar amounts. In no event will the aggregate maximum offering price of all securities issued pursuant to this registration statement exceed $1,000,000.

(2) Estimated solely for the purpose of determining the amount of the registration fee.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

Market Stabilizer Option® ~~Available~~II ~~Under~~Issued ~~Certain~~by ~~Variable~~Equitable Financial Life Insurance ~~Policies~~Company ~~Issued~~and by Equitable Financial Life Insurance Company of America

Prospectus dated May 1, ~~2021~~2025

Please read and keep this Prospectus for future reference. It contains important ~~information~~ information that you should know before purchasing or taking any other action under your policy. ~~This Prospectus supersedes all prior prospectuses.~~ Also, this Prospectus must be read along with the ~~appropriate~~ variable life insurance policy prospectus. This Prospectus is in addition to the ~~appropriate~~ variable life insurance policy prospectus and all information in the ~~appropriate~~ variable life insurance policy prospectus continues to apply unless addressed by this Prospectus.

~~Equitable~~What ~~Financial~~is ~~Life Insurance Company of America (~~the ~~“Company”, “we”, “our” and “us”), formerly MONY Life Insurance Company of America issues the~~ Market Stabilizer ~~Option®~~ ~~described in this Prospectus. The Market Stabilizer~~ Option® isII? ~~available only under certain variable life insurance policies that we offer and may not be available through your financial professional.~~

~~Among~~The Market Stabilizer Option® II (“MSO”) is an index-linked investment option available as a rider under certain variable flexible premium universal life policies issued by Equitable Financial Life Insurance Company and Equitable Financial Life Insurance Company of America (the ~~many~~“Company”, “we”, ~~terms~~“our” ~~associated~~and ~~with~~“us”). The MSO permits you to invest in one or more Segments, each of which provides performance tied to the ~~Market~~performance ~~Stabilizer~~of ~~Option®~~an ~~are:~~Index for a set period (one year).

•Terms ~~Index-Linked Return for approximately a one year period tied to the performance~~ of the ~~S&P~~MSO ~~500 Price Return index, which excludes dividends as described below.~~

• ~~Index-Linked~~The ~~Return~~Segments ~~will~~provide befor ~~applied~~participation atin the ~~end~~performance of the ~~period~~S&P ~~(your~~500 ~~Segment~~Price ~~Term)~~Return onIndex, ~~the~~which ~~Segment~~excludes ~~Maturity~~dividends ~~Date~~(the ~~and~~“Index”), ~~only~~generally up to ~~amounts~~the ~~remaining~~applicable ~~within~~Growth ~~the~~Cap ~~segment~~Rate ~~until~~that we set on the Segment ~~Maturity~~Start Date. ~~The~~Participation ~~Index-Linked~~in ~~Return~~the ~~will~~Index ~~not~~is befurther ~~applied~~limited ~~before~~by the ~~Segment~~Participation ~~Maturity~~Rate ~~Date~~that we establish for each Indexed Option.

• The ~~Index-Linked~~Growth ~~Return~~Cap ~~could~~Rate befor ~~positive,~~each ~~zero~~Segment oris inset ~~certain~~at ~~circumstances~~the ~~negative~~Company’s assole ~~described~~discretion ~~below.~~and In the ~~event~~Growth ~~that~~Cap ~~the~~Rate ~~S&P~~will ~~500~~not ~~Price~~change ~~Return~~during ~~index sustains~~ a ~~100%~~Segment ~~loss, the maximum loss of principal would be 90%~~Term. ~~Therefore,~~The ~~there~~Company iswill ~~the~~not ~~possibility~~open of a ~~negative~~Segment ~~return~~with ona ~~this~~Growth ~~investment~~Cap atRate below the ~~end~~applicable ofminimum ~~your~~Growth ~~Segment~~Cap ~~Term, which could result in a significant loss of principal~~Rate.

• AnOur ~~Early~~minimum ~~Distribution~~Growth ~~Adjustment~~Cap ~~will~~Rate ~~be made~~ for ~~distributions~~1 ~~(including~~year ~~deductions)~~Standard ~~from~~Segments ~~the~~is ~~Segment Account Value before the Segment Maturity Date~~4.25% ~~Any~~for ~~Early Distribution Adjustment that is made will cause you to lose principal through the application of~~ a ~~Put~~-20% ~~Option Factor~~buffer, ~~as explained later in this Prospectus, and that loss could potentially be substantial~~4.5% ~~Therefore~~for ~~you~~a ~~should~~-15% ~~carefully~~buffer ~~consider whether to make such distributions~~ and~~/or~~ ~~maintain~~5% ~~enough~~for ~~value~~a in-10% ~~your Unloaned Guaranteed Interest Option (“Unloaned GIO”) and/or variable investment options to cover your monthly deductions~~buffer. ~~The~~Our ~~Unloaned~~minimum ~~GIO~~Growth isCap ~~the~~Rate ~~portion~~for ofStep ~~the~~Up ~~Guaranteed~~Segments ~~Interest Option (“GIO”) that~~ is ~~not being held to secure policy loans you have taken~~4.5%. AsOur ~~described~~minimum ~~later~~Growth inCap ~~this~~Rate ~~Prospectus,~~for weDual ~~will~~Direction ~~attempt~~Segments ~~to maintain a reserve (Charge Reserve Amount) to cover your monthly deductions, but it~~ is ~~possible that the Charge Reserve Amount will be insufficient to cover your monthly deductions~~4.5%.

~~These~~• ~~are~~We ~~only~~set ~~some~~a ofParticipation ~~the~~Rate ~~terms associated with the Market Stabilizer Option®. Please read this Prospectus~~ for ~~more~~each ~~details~~Indexed ~~about the Market Stabilizer~~ Option®. ~~Also,~~This ~~this~~percentage ~~Prospectus~~limits ~~must be read along with~~ the ~~appropriate~~amount ~~variable~~of ~~life~~Index-Linked ~~insurance~~Rate ~~policy prospectus as well as the appropriate variable life insurance policy and policy rider for this option. Please refer to page 5~~ of ~~this~~Return ~~Prospectus for a Definitions section~~ that ~~discusses~~we ~~these~~will ~~and~~apply ~~other~~on ~~terms associated with~~ the ~~Market~~Segment ~~Stabilizer~~Maturity ~~Option®~~Date. ~~Please refer to page 8 of this Prospectus for a discussion of risk factors.~~

•

The Participation Rate is guaranteed for the life of each Indexed Option. We may offer Indexed Options in the future that could have a lower Participation Rate, but we will always offer a Participation Rate that is at least 50%.

•

The extent of the downside protection at Segment maturity, also referred to as the Segment Buffer, varies by Segment, ranging from the first 10% to 20% of loss.

•

We will always offer a Segment Buffer that protects at least the first 10% of loss.

•

On the Segment Maturity Date, we will apply the Index-Linked Rate of Return to the Segment Account Value based on the performance of the Index. The total amount earned on an investment in a Segment of the MSO is only applied at Segment maturity.

•

If you take an Early Distribution (including a requested partial withdrawal, loan payment, surrender, payment of charges, or exercise of certain riders) from a Segment on any date prior to Segment maturity, we apply the Segment Interim Value, which reflects an Early Distribution Adjustment, and calculate the value of the Segment as described in Appendix: “Examples of Segment Interim Values and Early Distribution Adjustments.” The amount received may be less than the amount invested and may be less than the amount you would receive had you held the investment until Segment Maturity. The Segment Interim Value will generally be negatively affected by increases in the expected volatility of index prices, increases in interest rates, and by poor Index performance.

•

The Index-Linked Rate of Return will be applied at the end of the period (your Segment Term) on the Segment Maturity Date and only to amounts remaining within the Segment until the Segment Maturity Date. The Index-Linked Rate of Return will not be applied before the Segment Maturity Date.

•

The Index-Linked Return is calculated from the Index-Linked Rate of Return and could be positive, zero or in certain circumstances, negative as described below. You could experience an 80-90% loss of principal and previously credited interest due to negative Index performance, depending on the Indexed Option selected. This could happen, for example, if there was a 100% decline in the S&P 500 Price Return Index. Therefore, there is the possibility of a negative return on this investment at the end of your Segment Term, which may result in a significant loss of principal and previously credited interest. The risk of loss can be greater if you take an Early Distribution.

The SEC has not approved or disapproved these securities or determined if this Prospectus is accurate or complete. Any representation to the contrary is a criminal offense. The policies are not insured by the FDIC or any other agency. They are not deposits or other obligations of any bank and are not bank guaranteed. They are subject to investment risks and possible loss of principal and previously credited interest.


EVM-63-22 (5/25)		Cat # 164382 (5/25)
NB/IF - COIL IS (Series 162) (EFLIC only); Equitable Advantage, VUL Legacy, VUL Optimizer (Series 160), VUL Optimizer (Series 166), VUL Incentive Life Protect (EFLIC/EFLOA)		#879563

Please note that amounts that are removed from a Segment prior to the Segment Maturity Date will not be credited with the full extent of any positive Index performance. Even when the Index performance has been positive, any Early Distributions may cause you to lose some principal and previously credited interest. Please see “Early Distribution Adjustment” in this Prospectus.

•

Although under the variable life insurance policy, we reserve the right to apply a transfer charge up to $25 for each transfer among your investment options, there are no transfer charges for transfers into or out of the MSO Holding Accounts. Please note that once Policy Account Value has been swept from an MSO Holding Account into a Segment, transfers into or out of that Segment before its Segment Maturity Date will not be permitted.

•

Any Early Distribution Adjustment that is made may cause you to lose up to 90% of principal and previously credited interest due to negative performance or increased volatility of the Index through the Segment Interim Value calculation, as explained in Appendix: “Examples of Segment Interim Values and Early Distribution Adjustments”. Therefore you should carefully consider whether to make such distributions and/or maintain enough value in your Guaranteed Interest Option (“GIO”) and/or variable investment options to cover your monthly deductions. As described in this Prospectus, we will attempt to maintain a reserve (Charge Reserve Amount) to cover your monthly deductions, but it is possible that the Charge Reserve Amount will be insufficient to cover your monthly deductions.

•

The Company’s obligations under the MSO are subject to its creditworthiness and claims paying ability.

•

Index-linked investment options such as those available under MSO are complex insurance and investment options, and you should speak with a financial professional about the MSO’s features, benefits, risks, and fees, and whether the MSO is appropriate for you based upon your financial situation and objectives.

These are only some of the terms associated with the Market Stabilizer Option^® II. Please read this Prospectus for more details about the Market Stabilizer Option^® II. Also, this Prospectus must be read along with the variable life insurance policy prospectus and policy rider for this option. Please refer to page 6 of this Prospectus for a Definitions section that discusses these and other terms associated with the Market Stabilizer Option^® II. Please refer to page 13 of this Prospectus for a discussion of risk factors.

The Market Stabilizer Option^® II is available only under certain variable life insurance policies that we offer and may not be available through your financial professional.

Other policies. We offer a variety of fixed and variable life insurance policies which offer policy features, including investment options, that are different from those offered by this Prospectus. Not every policy or feature is offered through your financial professional. You can contact us to find out more about any other insurance policy.

What is the Market Stabilizer Option®?

The Market Stabilizer Option® (“MSO”) is an investment option available under certain variable life insurance policies. The option provides for participation in the performance of the S&P 500 Price Return index, which excludes dividends (the “Index”) up to the Growth Cap Rate that we set on the Segment Start Date. While the Growth Cap Rate is set at the Company’s sole discretion, the Growth Cap Rate will not change during a Segment Term and the Growth Cap Rate will always be at least 6%. On the Segment Maturity Date, we will apply the Index-Linked Rate of Return to the Segment Account Value based on the performance of the Index. If the performance of the Index has been positive for the Segment Term and equal to or below the Growth Cap Rate, we will apply to the Segment Account Value an Index-Linked Rate of Return equal to the full Index performance. If the performance of the Index has been positive for the Segment Term and above the Growth Cap Rate, we will apply an Index-Linked Rate of Return equal to the Growth Cap Rate. If the Index has negative performance, the Index-Linked Rate of Return will be 0% unless the Index performance goes below -10% for the Segment Term. In that case only the

The SEC has not approved or disapproved these securities or determined if this Prospectus is accurate or complete. Any representation to the contrary is a criminal offense. The contracts are not insured by the FDIC or any other agency. They are not deposits or other obligations of any bank and are not bank guaranteed. They are subject to investment risks and possible loss of principal.

EVM-109 (5/21) Cat # 65435

negative performance in excess of -10% will be applied to the Segment Account Value and you bear the entire risk of loss of principal for the portion of negative performance that exceeds -10%. Please see “Index-Linked Return” in “Description of the Market Stabilizer Option®” later in this Prospectus.

Please note that you will not be credited with any positive Index performance with respect to amounts that are removed from a Segment prior to the Segment Maturity Date. Even when the Index performance has been positive, such early removals will cause you to lose some principal. Please see “Early Distribution Adjustment” later in this Prospectus.

Although under the appropriate variable life insurance policy, we reserve the right to apply a transfer charge up to $25 for each transfer among your investment options, there are no transfer charges for transfers into or out of the MSO Holding Account. Please note that once policy account value has been swept from the MSO Holding Account into a Segment, transfers into or out of that Segment before its Segment Maturity Date will not be permitted.

The Market Stabilizer Option® is not sponsored, endorsed, sold or promoted by Standard & Poor’s (“S&P”) or its third party licensors. Neither S&P nor its third party licensors makes any representation or warranty, express or implied, to the owners of the Market Stabilizer Option® or any member of the public regarding the advisability of investing in securities generally or in the Market Stabilizer Option® particularly or the ability of the S&P 500 Price Return index (the “Index”) to track general stock market performance. S&P’s and its third party licensor’s only relationship to the Company is the licensing of certain trademarks and trade names of S&P and the third party licensors and of the Index which is determined, composed and calculated by S&P or its third party licensors without regard to the Company or the Market Stabilizer Option®. S&P and its third party licensors have no obligation to take the needs of the Company or the owners of the Market Stabilizer Option® into consideration in determining, composing or calculating the Index. Neither S&P nor its third party licensors is responsible for and has not participated in the determination of the prices and amount of the Market Stabilizer Option® or the timing of the issuance or sale of the Market Stabilizer Option® or in the determination or calculation of the equation by which the Market Stabilizer Option® is to be converted into cash. S&P has no obligation or liability in connection with the administration, marketing or trading of the Market Stabilizer Option®.

Contents of this Prospectus

Market Stabilizer Option® II

The Company		45
1. Definitions		56
2. Fee Table Summary		7
2. Key Features of the MSO		9
3. Risk Factors		8
3. Fee Table Summary		12
COVID-19		9
4. Risk Factors		13
Cybersecurity risks and catastrophic events		9
Business disruption and cybersecurity risks		14
4. Description of the Market Stabilizer Option®		10
5. Description of the MSO		16
5. Distribution of the policies		20
Indexed Options		16
6. Additional Information		21
MSO Holding Accounts		16
Appendices
Segments		16
Participation Rate		17
Growth Cap Rate		17
Segment Buffer		18
Segment Interim Value		18
Segment Maturity		18
Segment Maturity Value		18
Index-Linked Return		21
Early Distribution Adjustment		21
Charges		22
Charge Reserve Amount		22
How we deduct policy monthly charges during a Segment Term		23
Change in Index		23
Transfers		24
Withdrawals		24
Cash Surrender Value, Net Cash Surrender Value and Loan Value		25
Guideline Premium Force-outs		25
Loans		25
Impact of Imposition of a Lockout Period		26
Asset Rebalancing Service		26
Your right to cancel within a certain number of days		26
Right to discontinue and Limit Amounts Allocated to the MSO		27
Impact of MSO Election on Other Policy Riders and/or Services		27

				Policy/rider variations		22
				Early Distribution Adjustment Examples		23
				Information about Equitable Financial Life Insurance Company of America

When we address the reader of this Prospectus with words such as “you” and “your,” we mean the person who has the right or responsibility that the Prospectus is discussing at that point. This is usually the policy owner.


Effect of your death on the MSO		27
About Separate Account No. 67		28
About Separate Account LIO		28


6. Distribution of the policy		29


7. Additional Information		30


8. Incorporation of certain documents by reference		31


Appendices		32

The Company

~~We are~~ Equitable Financial Life Insurance Company of America, is an Arizona stock life insurance corporation organized in 1969. with ~~The~~an ~~Company~~administrative isoffice anlocated ~~affiliate~~at of8501 ~~Equitable~~IBM ~~Financial~~Drive, Suite 150 - Life ~~Insurance~~Operations ~~Company~~Center, ~~and~~Charlotte, anNC ~~indirect~~28262-4333. ~~wholly~~Equitable ~~owned~~Financial ~~subsidiary~~Life ofInsurance ~~Equitable~~Company ~~Holdings,~~is ~~Inc.~~a NoNew ~~other~~York ~~company~~stock ~~has~~life ~~any~~insurance ~~legal~~corporation ~~responsibility~~doing tobusiness ~~pay~~since ~~amounts~~1859 ~~that~~with ~~the~~its ~~Company~~home office ~~owes~~located ~~under~~at 1345 Avenue of the ~~policies.~~ ~~The~~Americas, ~~Company~~New isYork, ~~solely~~NY ~~responsible~~10105. ~~for~~We ~~paying~~are ~~all~~indirect ~~amounts~~wholly ~~owed~~owned tosubsidiaries ~~you~~of ~~under~~Equitable ~~your~~Holdings, ~~policy~~Inc.

~~Equitable~~We ~~Holdings,~~are ~~Inc.~~licensed ~~and~~to ~~its~~sell ~~consolidated~~life ~~subsidiaries~~insurance ~~managed~~and ~~approximately~~annuities ~~$ billion~~ in ~~assets~~all asfifty ofstates ~~December 31,~~(except ~~2020.~~Equitable ~~The~~Financial ~~Company~~Life isInsurance ~~licensed~~Company ~~to sell~~of ~~life~~America ~~insurance~~is ~~and~~not ~~annuities~~licensed in ~~forty-nine~~the ~~states~~state ~~(not including~~ of New York), the District of Columbia, ~~and~~ Puerto Rico, and the U.S. Virgin Islands. ~~Our~~No ~~main~~other ~~administrative~~company ~~office~~has any legal responsibility to pay amounts that the Company owes under the policies. The Company is ~~located~~solely atresponsible ~~525~~for ~~Washington~~paying ~~Boulevard,~~all ~~Jersey~~amounts ~~City,~~owed to you ~~NJ 07310~~under the policy, subject to our financial strength and claims-paying ability.

If necessary, we rely on the exemption from the reporting requirements of Section 15(d) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), provided by Rule 12h-7 under the 1934 Act with respect to registered non-variable insurance contracts (such as index-linked investment options and fixed investment options subject to a market value adjustment) that we issue.

How to reach us

Please refer to the “How to reach us” section of the ~~appropriate~~ variable life insurance policy prospectus for more information regarding contacting us and communicating your instructions. We also have specific forms that we recommend you use for electing the MSO and any MSO transactions.

4 5

1. Definitions

~~Charge~~Business ~~Reserve Amount~~Day — AGenerally, ~~minimum~~a ~~amount~~business ofday ~~policy~~is ~~account~~any ~~value~~day in the ~~Unloaned~~New ~~GIO~~York ~~(the~~Stock ~~portion~~Exchange ~~of the Guaranteed Interest Option (“GIO”) that~~ is ~~not~~open ~~being~~for ~~held to secure policy loans you have taken~~trading.) ~~that~~If ~~you~~the ~~are~~New ~~required~~York toStock ~~maintain~~Exchange inis ~~order~~not toopen ~~approximately~~for ~~cover~~trading ~~all~~or ofif the ~~estimated~~Index ~~monthly~~value ~~charges~~is, for ~~the~~any ~~policy~~other ~~(including~~reason, ~~but~~ not published ~~limited~~on ~~to,~~ the ~~policy’s~~Segment ~~monthly~~Start ~~cost~~Date ofor ~~insurance~~a ~~charge,~~Segment ~~the policy’s~~Maturity ~~monthly administrative charge~~Date, the ~~policy’s~~value ~~monthly~~of ~~mortality and expense risk charge,~~ the ~~MSO’s monthly Variable~~ Index Segment Account Charge (the monthly charge deducted from the policy account) and any monthly optional rider charges, (please see “Charges” later in this Prospectus for more information) during the Segment Term. The Charge Reserve Amount will be determined ~~on each Segment Start Date~~ as ~~an amount projected to be sufficient to cover all~~ of ~~the~~ ~~policy’s monthly deductions during~~ the ~~Segment~~end ~~Term,~~of ~~assuming at~~ the ~~time~~most ~~such~~recent ~~calculation~~preceding isbusiness ~~made~~day ~~that~~for no interest or investment performance is credited to or charged against the policy account and that no policy changes or additional premium payments are made. The Charge Reserve Amount will be reduced by each subsequent monthly deduction (but not to less than zero). There is no requirement to maintain a Charge Reserve Amount, which ~~would cover approximately all estimated monthly policy charges, if you are not in a Segment. Please see “Segments” later in this Prospectus for more information about~~ the ~~investment~~Index ~~options from which account~~ value ~~could~~is ~~be transferred to the Unloaned GIO on a Segment Start Date in order to meet this requirement~~published.

~~Downside~~Cash ~~Protection~~Surrender ~~(also~~Value ~~referred to in your policy as the “Segment Loss Absorption Threshold Rate”)~~ — ~~This~~The iscash ~~your~~surrender ~~protection~~value ~~against negative performance of the S&P 500 Price Return index for a Segment held until its Segment Maturity Date. It~~ is ~~currently~~equal ~~-10%.~~to ~~The~~your ~~Downside~~Policy ~~Protection~~Account isValue ~~set~~minus onany ~~the~~surrender ~~Segment~~charges ~~Start~~that ~~Date~~are ~~and any Downside Protection~~ in ~~excess~~effect ofunder ~~-10%~~your ~~will~~variable belife ~~set~~insurance atpolicy ~~the~~subject ~~Company’s~~to ~~sole~~any ~~discretion.~~Early ~~However, the Downside Protection will not change during a Segment~~Distribution ~~Term and at least -10% of Downside Protection will always be provided when a Segment is held until the Segment Maturity Date~~Adjustment.

~~Early~~Charge ~~Distribution~~Reserve ~~Adjustment~~Amount ~~(“EDA,”~~— ~~may~~A ~~also~~minimum beamount ~~referred~~of toPolicy inAccount ~~your policy~~Value asin the ~~“Market~~Guaranteed ~~Value~~Interest ~~Adjustment~~Option (“GIO”) —that ~~The EDA~~ is anrequired ~~adjustment that we make~~ to ~~your~~begin ~~Segment Account Value, before~~ a new Segment ~~matures,~~on in the ~~event you surrender your policy, take a loan from a~~ Segment orStart ifDate wein ~~should~~order ~~find~~to itapproximately ~~necessary~~cover all toof ~~make~~the ~~deductions~~estimated ~~for~~ monthly charges orfor ~~any~~the ~~other~~policy ~~distribution~~including, ~~from~~but anot ~~Segment.~~limited ~~(Such~~to, ~~other~~the ~~distributions~~policy’s ~~would~~monthly ~~include~~cost ~~any~~of ~~distributions~~insurance ~~from~~charge, the policy’s ~~that we~~monthly ~~deem~~administrative ~~necessary~~charge, ~~to continue to qualify~~ the policy’s asmonthly ~~life~~mortality ~~insurance~~and ~~under~~expense ~~applicable tax law~~charge, ~~any~~the MSO’s ~~unpaid~~monthly ~~loan~~Variable ~~interest,~~Index orSegment ~~any~~Account ~~distribution~~Charge inand ~~connection~~any ~~with~~monthly ~~the~~optional ~~exercise of a~~ rider ~~available~~charges, ~~under~~(please ~~your~~see ~~policy.)~~“Charges” Anin ~~EDA~~this ~~that~~Prospectus isfor ~~made~~more ~~will~~information) ~~cause you~~during tothe ~~lose~~Segment ~~principal~~Term. ~~through the~~

~~application~~Company of— aRefers ~~Put~~to ~~Option~~Equitable ~~Factor,~~Financial ~~which~~Life ~~estimates~~Insurance ~~the~~Company ~~market~~of ~~value,~~America at(“Equitable ~~the~~America”) ~~time~~or ofEquitable anFinancial ~~early~~Life ~~distribution,~~Insurance ofCompany ~~the~~(“Equitable ~~risk~~Financial”). ~~that~~The ~~you~~terms “we”, ~~would~~“us”, ~~suffer~~and a“our” ~~loss~~are ifalso ~~your~~used ~~Segment~~to ~~were~~identify ~~continued~~the ~~(without~~issuing ~~taking the~~Company. ~~early~~Equitable ~~distribution)~~America ~~until~~does ~~its~~not ~~Segment~~do ~~Maturity~~business ~~Date~~or ~~and~~issue ~~that~~policies ~~loss~~in ~~could~~the bestate ~~substantial~~of New York. ~~The~~Generally, ~~EDA~~Equitable America will ~~usually~~issue ~~result~~policies in aall ~~reduction~~states except inNew ~~your~~York ~~Segment~~and ~~Account~~Puerto ~~Value~~Rico and ~~your~~Equitable ~~other~~Financial ~~policy~~will ~~values.~~issue ~~Therefore,~~policies ~~you~~in ~~should~~New ~~give~~York ~~careful~~and ~~consideration before~~Puerto ~~taking~~Rico. ~~any~~However, ~~early~~if ~~loan~~any orselling ~~surrender,~~agent oris ~~allowing~~an ~~the~~Equitable ~~value~~Advisors infinancial ~~your~~professional ~~other~~whose ~~investment~~business ~~options~~address tois ~~fall~~in sothe ~~low~~state ~~that~~of weNew York, ~~must~~the issuing ~~make~~Company ~~any~~will ~~monthly~~be ~~deduction~~Equitable ~~from~~Financial, aeven ~~Segment.~~if ~~Please~~the ~~see~~policy ~~“Early~~is ~~Distribution~~issued ~~Adjustment”~~in ~~later~~a instate ~~this~~other ~~Prospectus for~~than ~~more~~New ~~information~~York.

~~Growth~~Dual ~~Cap~~Direction ~~Rate~~Segment — ~~The~~Any ~~maximum~~Segment ~~rate~~belonging ofto ~~return~~an ~~that~~Indexed ~~will~~Option bewhose ~~applied~~name toincludes a“Dual ~~Segment~~Direction.” ~~Account~~If ~~Value. The~~the ~~Growth~~Index ~~Cap~~Performance Rate ismultiplied ~~set~~by ~~for~~the ~~each~~Participation Rate exceeds the Segment’s onGrowth Cap Rate, then the Segment’s ~~Start~~Index-Linked ~~Date.~~Rate ~~While~~of Return will be equal to the Growth Cap Rate. isIf ~~set~~the atIndex Performance Rate multiplied by the ~~Company’s~~Participation ~~sole~~Rate ~~discretion,~~is between the Growth Cap Rate and the Segment Buffer inclusive of both, then the Index-Linked Rate of Return will ~~not~~be ~~change~~equal ~~during~~to athe ~~Segment~~absolute ~~Term~~value of the Index Performance Rate multiplied by the Participation Rate. If the Index Performance Rate multiplied by the Participation Rate is negative and below the ~~Growth~~Segment ~~Cap~~Buffer, then the Index-Linked Rate ~~will~~of ~~always~~Return will be ~~at least~~equal 6%to the Index Performance Rate multiplied by the Participation Rate, less the Segment Buffer.

~~Index~~Early Distribution — ~~The~~A ~~S&P~~requested ~~500~~partial withdrawal, ~~Price~~loan ~~Return~~payment, ~~index~~surrender, ~~which~~deduction isfor ~~the~~monthly ~~S&P~~charges ~~500 index excluding dividends. This index includes 500 leading companies in leading industries in the U.S. economy.~~ (if

~~Index~~ amounts ~~Performance~~are ~~Rate~~not —available ~~The~~from ~~Index~~the ~~Performance~~variable ~~Rate~~investment ~~measures~~options ~~the~~or ~~percentage~~GIO) ~~change~~or inother ~~the~~distribution ~~Index~~from ~~during~~ a Segment, ~~Term~~made ~~for~~prior ~~each~~to the Segment Maturity Date. IfSuch ~~the~~other ~~Index~~distributions iswould ~~discontinued~~include orany distributions iffrom the ~~calculation~~policy ofthat ~~the~~we ~~Index~~deem isnecessary ~~substantially changed,~~to wecontinue ~~reserve~~to qualify the ~~right~~policy toas ~~substitute~~life aninsurance ~~alternative~~under ~~index.~~applicable Wetax ~~also~~law, ~~reserve~~any ~~the~~unpaid ~~right~~loan tointerest, ~~choose~~or anany ~~alternative~~distribution ~~index~~in atconnection ~~our~~with ~~discretion~~the exercise of a rider available under your policy. Payment ~~Please~~of ~~see~~death ~~“Change~~benefit inproceeds ~~Index”~~is ~~for~~not ~~more~~an ~~information~~Early Distribution.

Early Distribution Adjustment (“EDA”) (also referred to in your policy as “Segment Market Value Adjustment”) — An adjustment that we make to your Segment Account Value, in the event of an Early Distribution, through the Segment Interim Value calculation. An EDA may be positive, negative or zero. An EDA that is made may cause you to lose principal and previously credited interest through the application of a fair value factor, which estimates the market value, at the time of an Early Distribution, of the financial instruments representing our obligation to provide your Segment Maturity Value on the Segment Maturity Date, and any potential loss could be substantial. The EDA may result in a reduction in your Segment Account Value and your other policy values. Therefore, you should give careful consideration before taking any early loan, partial withdrawal or surrender, or allowing the value in your other investment options to fall so low that we must make any monthly deduction from a Segment. Please see “Early Distribution Adjustment” in this Prospectus for more information.

Growth Cap Rate — Generally, the maximum rate of return that will be applied to a Segment Account Value. The Growth Cap Rate is set for each Segment on the Segment Start Date. While the Growth Cap Rate is set at the Company’s sole discretion, the Growth Cap Rate will not change during a Segment Term. For Standard Segments the Growth Cap Rate is the highest Index-Linked Rate of Return that can be credited on a Segment Maturity Date. For Step Up Segments the Growth Cap Rate is the highest Index-Linked Rate of Return that can be credited on a Segment Maturity Date and the Index-Linked Rate of Return will equal the Growth Cap Rate for a Segment if the Index Performance Rate multiplied by the Participation Rate is greater than or equal to zero for that Segment. For Dual Direction Segments the Growth Cap Rate is the highest Index-Linked Rate of Return for positive Index performance. The Growth Cap Rate is not an annual rate of return.

Index — The S&P 500 Price Return Index, which is the S&P 500 Index excluding dividends. The S&P 500 Price Return Index includes 500 leading companies in leading industries in the U.S. economy.

Index Performance Rate (also referred to in your policy as “Segment Index Performance Rate”) — The Index Performance Rate measures the percentage change in the Index during a Segment Term for each Segment. If the current index is discontinued or if the calculation of the current index is substantially changed, we reserve the right to substitute an alternative index. We also reserve the right to choose an alternative index at our discretion. Please see “Change in Index” for more information.

The Index Performance Rate is calculated by ((b) divided by (a)) minus one, where:

(a)	is the value of the Index at the close of business on the Segment Start Date, and

(b)	is the value of the Index at the close of business on the Segment Maturity Date.

We determine the value of the Index at the close of business, which is the end of a ~~business~~ ~~day. Generally, a~~ business day ~~is any day the New York Stock Exchange is open for trading~~. ~~If the New York Stock Exchange is not open for trading or if the Index value is, for any other reason, not published on the Segment Start Date or a~~ ~~Segment Maturity Date, the value of the Index will be determined as of the end of the most recent preceding business day for which the Index value is published.~~

~~Index-Linked~~Indexed ~~Rate~~Option ~~of Return~~ — ~~The~~Comprises ~~rate~~all ofSegments ~~return~~subject ~~we apply~~ to ~~calculate~~ the same index, Index-Linked ~~Return which is based on the Index Performance~~ Rate ~~adjusted~~of toReturn ~~reflect~~calculation ~~the~~methodology, ~~Growth~~number ~~Cap~~of ~~Rate~~years ~~and~~in ~~protection~~a ~~against negative performance.~~Segment ~~Therefore~~Term, ifSegment ~~the~~Buffer, ~~performance~~and ofParticipation ~~the~~Rate. ~~Index~~Each isIndexed ~~zero~~Option orhas ~~positive,~~its weown ~~will~~corresponding ~~apply~~MSO ~~that~~Holding ~~performance up to the Growth Cap Rate~~Account. ~~If the performance~~

5Index-Linked Rate of Return (also referred to in your policy as ”Segment Index-Linked Rate of Return”) — The rate of return earned by a Segment as calculated on the Segment Maturity Date. The Index-Linked Rate of Return is calculated differently for different Indexed Options. Please see the chart under “Index-Linked Return” for more information.

ofIndex-Linked ~~the~~Return ~~Index~~(also isreferred ~~negative,~~to wein ~~will~~your ~~apply~~policy ~~performance~~as of“Segment ~~zero~~Index-Linked ~~unless~~Return”) ~~the~~— ~~decline~~The inamount that is applied to the ~~performance~~Segment ofAccount Value on the ~~Index~~Segment isMaturity ~~below~~Date ~~-10%~~that inis ~~which~~equal ~~case~~to ~~negative performance~~that inSegment’s ~~excess~~Index-Linked Rate of ~~-10%~~Return ~~will~~multiplied ~~apply.~~by ~~Please~~the ~~see~~Segment Account Value on the ~~chart~~Segment Maturity ~~under~~Date. “The Index-Linked Return” ~~for~~may ~~more~~be ~~information~~positive, negative or zero.

~~Index-Linked~~Initial ~~Return~~Segment Account — The amount ~~that~~initially istransferred ~~applied~~ to ~~the Segment~~a ~~Account Value on the~~ Segment from ~~Maturity~~an ~~Date~~MSO ~~that~~Holding ~~is equal to that Segment’s Index-Linked Rate of Return multiplied by the Segment~~ Account ~~Value~~ on ~~the~~its Segment ~~Maturity~~Start Date. The Index-Linked Return may be positive, negative or zero. The Indexed-Linked Return is only applied to amounts that remain in a Segment Account Value until the Segment Maturity Date. For example, a surrender of your policy before Segment maturity will eliminate any Index-Linked Return and be subject to an Early Distribution Adjustment.

~~Initial~~Lockout ~~Segment Account~~Period — ~~The~~A ~~amount~~12-month ~~initially~~period ~~transferred~~where you will not be permitted to aallocate ~~Segment~~premiums, ~~from~~transfers (including automatic transfers), and loan repayments to the MSO. ~~Holding~~We ~~Account~~may establish a Lockout Period on ~~its~~your ~~Segment~~policy ~~Start~~if ~~Date~~we become aware of partial withdrawal or policy loan behavior that we believe would be disruptive to our investment strategy for providing Indexed Option benefits or result in significantly increased transaction or administrative costs. In addition, we may establish a Lockout Period if we become aware of behavior that involves the subsequent allocation of those amounts as net premiums or loan repayments into other Segments within a 12-month period or other behavior that appears to be evading our transfer restrictions. This could occur, for example, if we see a pattern of: withdrawals and subsequent reallocation to the MSO.

(Any such Lockout Period would be imposed in a) ~~the~~uniform ~~Variable~~manner ~~Index~~on ~~Benefit~~all ~~Charge~~policies ~~(see~~meeting ~~“Charges”~~specific ~~later~~criteria which we would establish in ~~this~~advance. ~~Prospectus)~~

MSO Holding Account (also referred to in your policy as “VIO Holding Account”) — An account that holds all premium and transfers, loan repayments and matured Segments allocated to an Indexed Option pending investment in a Segment. There is an MSO Holding Account for each Indexed Option. The MSO Holding Accounts are part of the EQ/Money Market variable investment option.

~~(b)~~Net ~~the~~Cash ~~amount,~~Surrender ifValue ~~any,~~— ~~that~~The ~~may~~net ~~have~~cash surrender ~~been~~value ~~transferred~~equals ~~from~~your ~~the~~cash ~~MSO~~surrender ~~Holding~~value, ~~Account~~minus toany ~~the~~outstanding ~~Unloaned~~loan ~~GIO~~and tounpaid ~~cover~~loan ~~the~~interest, ~~Charge~~minus ~~Reserve~~any ~~Amount~~amount ~~(see~~of ~~“Charge~~your ~~Reserve~~Policy ~~Amount”~~Account ~~later~~Value inthat ~~this~~is ~~Prospectus).~~“restricted” ~~Such~~as a ~~transfer~~result ~~would~~of bepreviously ~~made~~distributed ~~from~~terminal ~~the~~illness ~~MSO~~living benefits, ~~Holding~~and ~~Account~~further toreduced ~~cover~~for ~~the~~any ~~Charge~~monthly ~~Reserve~~benefit ~~Amount~~payments ~~only~~under ~~(1)~~the ifLong-Term ~~you~~Care ~~have~~ServicesSM ~~given~~Rider ~~us instructions to make such a transfer or~~ (2)if ~~in the other limited circumstances described under “Segments” later in this Prospectus~~applicable).

~~MSO~~Participation ~~Holding~~Rate ~~Account~~ — ~~This~~The Participation Rate is athe ~~portion~~percentage of the ~~EQ/Money~~Index ~~Market~~Performance ~~variable~~Rate ~~investment~~that ~~option~~we ~~that~~will ~~holds amounts~~use ~~designated~~to bydetermine the ~~policy~~Index-Linked ~~owner~~Rate ~~for~~of ~~investment~~Return. inThe ~~the~~Participation ~~MSO~~Rate ~~prior~~is tocurrently ~~any~~100%. ~~transfer~~The ~~into~~Company reserves the ~~next~~right ~~available~~to change the Participation Rate on new ~~Segment~~Indexed Options. We will always offer a Participation Rate that is at least 50%.

~~Segment~~Policy Account Value — ~~The~~Your ~~portion~~“Policy Account Value” is the total of (i) your ~~total~~amounts in our variable investment options, (ii) your amounts in ~~the MSO~~our Guaranteed Interest Option (which excludes amounts included in (iii)), (iii) any amounts that iswe ~~associated~~are ~~with~~holding ato ~~specific~~secure ~~Segment~~policy ~~Start~~loans that ~~Date.~~you ~~You~~have ~~create~~taken a(including ~~new~~any ~~Segment~~interest ~~each~~on ~~time~~those anamounts ~~amount~~which ishas ~~transferred~~not ~~from~~yet been allocated to the ~~MSO~~investment ~~Holding~~options) ~~Account~~and ~~into~~(iv) aamounts ~~Segment~~in ~~Account~~the MSO.

Segment ~~Account Value (also referred to in your policy as the “Segment Account”)~~ — ~~The~~A ~~amount~~specific ofIndexed ~~an Initial Segment Account subsequently reduced by any monthly deductions~~Option, ~~policy loans~~ and ~~unpaid~~for ~~loan~~which ~~interest, and distributions from the policy that~~ we ~~deem~~also ~~necessary~~specify toa ~~continue to qualify the policy as life insurance under applicable tax law, which are allocated to the~~ Segment. ~~Any such reduction in the Segment Account Value prior to its Segment~~ Maturity Date ~~will~~ ~~result in a corresponding Early Distribution Adjustment, which will cause you to lose principal,~~ and ~~that~~Growth ~~loss~~Cap ~~could be substantial~~Rate. The Segment Account Value is used in determining policy account values, death benefits, and the net amount at risk for monthly cost of insurance calculations of the policy and the new base policy face amount associated with a requested change in death benefit option.

Segment ~~Distribution~~Account Value (also referred to in your policy as ~~the~~ “Segment ~~Value~~ Account”) — ~~This~~The isamount ~~the~~of an Initial Segment Account Value ~~minus~~adjusted ~~the~~by any Early Distribution. ~~Adjustment~~The ~~that would apply on a full surrender of that~~ Segment atAccount ~~any~~Value ~~time~~is ~~prior to the Segment Maturity Date. Segment Distribution Values will be~~ used in determining Policy ~~policy~~Account ~~value~~Value, ~~available~~death ~~to cover monthly deductions~~benefits, ~~any~~and ~~applicable~~the ~~proportionate~~net ~~surrender~~amount ~~charges~~at risk for ~~requested face~~monthly ~~amount~~cost ~~reductions,~~of ~~and~~insurance ~~other~~calculations ~~distributions;~~of ~~cash~~the ~~surrender~~policy ~~values~~ and ~~maximum~~the ~~loan~~new ~~values subject to any applicable base~~ policy ~~surrender~~face ~~charge.~~amount ~~They~~associated ~~will~~with ~~also~~a berequested ~~used~~change in ~~determining~~death ~~whether~~benefit ~~any~~option, ~~outstanding~~if ~~policy~~permitted ~~loan~~by ~~and~~your ~~accrued loan interest exceeds the~~ policy ~~account value~~.

Segment ~~Maturity~~Buffer ~~GIO Limitation~~(also —referred Ato ~~specified~~in ~~percentage~~your ~~limitation~~policy onas ~~the amount of your~~ “Segment ~~Maturity~~Loss ~~Value~~Absorption ~~that~~Threshold ~~may~~Rate”) be— ~~allocated to the guaranteed interest option.~~ The ~~Company~~portion ~~reserves~~of ~~the~~any ~~right~~negative toIndex ~~implement~~Performance aRate ~~specified percentage limitation on the amount of your Segment Maturity Value~~ that ~~may be allocated to the guaranteed interest option. The specified percentage limitation can be changed at anytime, but it~~ will ~~never~~ be ~~less~~absorbed ~~than~~and 5%not ~~of your~~result ~~Segment~~in ~~Maturity~~a ~~Value.~~reduction ~~We will transfer any portion of your Segment Maturity Value that is allocated to the guaranteed interest option~~ in ~~excess of~~ the Segment ~~Maturity~~Account ~~GIO~~Value ~~Limitation~~on toa ~~the EQ/Money Market variable investment option unless we receive your instructions prior to the~~ Segment Maturity Date ~~that~~for ~~the~~a ~~Segment~~particular ~~Maturity Value should be allocated to the MSO Holding Account or to any other available variable investment option~~Segment. ~~See Appendix “Policy/rider variations” for more information.~~

Segment ~~Maturity Date~~Interim Value (also referred to in your policy as “Segment Value”) — The ~~date~~Segment onAccount ~~which~~Value aadjusted by the Early Distribution Adjustment. We only apply the Segment ~~Term~~Interim Value if an Early Distribution is ~~completed~~made, which may cause you to lose principal and ~~the~~previously ~~Index-Linked~~credited ~~Return~~interest, ~~for~~and that loss could be substantial. We determine the Segment isInterim ~~applied~~Value prior to athe Segment ~~Account~~Maturity ~~Value.~~Date, based on the estimated current value of financial instruments representing our obligation to provide your Segment Maturity

~~Segment~~7 ~~Maturity Value — This is the Segment Account Value adjusted by the Index-Linked Return for that Segment.~~

Value on the Segment Maturity Date. Our Segment Interim Value calculation methodology is on file with the insurance supervisory official of the jurisdiction in which this policy is delivered. Segment Interim Values may be greater than, less than, or equal to the corresponding Segment Account Values.

Segment Maturity Date — The date on which a Segment Term is completed and the Index-Linked Return for that Segment is applied to the Segment Account Value.

Segment Maturity Value — This is the Segment Account Value adjusted by the Index-Linked Return for that Segment on the Segment Maturity Date. If there were one or more Early Distributions before the Segment Maturity Date, this is the value of the remainder of your investment adjusted by the the Index-Linked Return on the Segment Maturity Date.

Segment Start Date — The Segment Start Date is the day on which a Segment is created.

Segment Term — The duration of a Segment. The Segment Term for each Segment begins on its Segment Start Date and ends on its Segment Maturity Date one year later. We are currently only offering Segment Terms of approximately one year. We may offer different durations in the future.

6Standard Segment — Any Segment belonging to an Indexed Option whose name includes “Standard.” For Standard Segments the Index-Linked Rate of Return is equal to the Index Performance Rate multiplied by the Participation Rate, subject to the Growth Cap Rate and Segment Buffer. If the Index Performance Rate multiplied by the Participation Rate exceeds the Segment’s Growth Cap Rate, then the Segment’s Index-Linked Rate of Return will be equal to the Growth Cap Rate. If the Index Performance Rate multiplied by the Participation Rate is between zero and the Growth Cap Rate, inclusive of both, then the Segment’s Index-Linked Rate of Return will be equal to the Index Performance Rate multiplied by the Participation Rate. If the Index Performance Rate multiplied by the Participation Rate is between zero and the Segment Buffer, inclusive of both, then the Segment’s Index-Linked Rate of Return will be zero. If the Index Performance Rate multiplied by the Participation Rate is negative and below the Segment Buffer, then the Index-Linked Rate of Return will be equal to the Index Performance Rate multiplied by the Participation Rate, less the Segment Buffer.

2Step Up Segment — Any Segment belonging to an Indexed Option whose name includes “Step Up.” ~~Fee~~For ~~Table~~Step ~~Summary~~Up Segments the Index-Linked Rate of Return is equal to the Growth Cap Rate if the Index Performance Rate multiplied by the Participation Rate for that Segment is greater than or equal to zero on the Segment Maturity Date. If the Index Performance Rate multiplied by the Participation Rate is between zero and the Segment Buffer, then the Segment’s Index-Linked Rate of Return will be zero. If the Index Performance Rate multiplied by the Participation Rate is negative and below the Segment Buffer, then the Index-Linked Rate of Return will be equal to the Index Performance Rate multiplied by the Participation Rate, less the Segment Buffer.

MSO Charges	When Charge is Deducted	Current Non-guaranteed	GuaranteedMaximum
Variable Index Benefit Charge(1)	On Segment Start Date	0.0%	0.0%
Variable Index Segment Account Charge(1)	At the beginning of each policy month during the Segment Term	0.40%	1.65%
Total		0.40%	1.65%

Other		When Charge is Deducted		Maximum Spread Percentage that May be Deducted
Loan Interest Spread(2) for Amounts of Policy Loans Allocated to MSO Segment		On each policy anniversary (or on loan termination, if earlier)		5%

2. Key Features of the MSO

Other		When Charge is Deducted		Maximum Amount that May be Deducted
Early Distribution Adjustment		On surrender or other distribution (including loan) from an MSO Segment prior to its Segment Maturity Date		90% of Segment Account Value(3)

•

The MSO permits you to invest in one or more Segments, each of which provides performance tied to the performance of an Index for a set period (one year). The Segments provide for participation in the performance of the Index.

~~(1)~~• ~~These~~We ~~charges~~currently ~~represent~~only ~~annual~~offer ~~rates~~Segment Terms of approximately one year. We may offer different durations in the future.

~~(2)~~• WeThe ~~charge~~Growth ~~interest~~Cap onRate ~~policy loans but credit you with interest on the amount of the policy account value we hold as collateral~~ for ~~the~~each ~~loan.~~Segment ~~The “spread”~~ is ~~the~~set ~~difference~~at ~~between~~ the ~~interest~~Company’s ~~rate~~sole wediscretion ~~charge you~~ on aor ~~policy~~before ~~loan and~~ the ~~interest~~Segment ~~rate~~Start weDate. ~~credit~~The toGrowth ~~you~~Cap onRate ~~the~~will ~~amount~~not ofchange ~~your~~during ~~policy~~a ~~account~~Segment ~~value that we hold as collateral for the loan~~Term.

~~(3)~~• ~~The~~For ~~actual~~the ~~amount~~Standard ofIndexed anOption ~~Early~~with ~~Distribution~~-10% ~~Adjustment~~Segment isBuffer, ~~determined~~the byGrowth aCap ~~formula~~Rate ~~that~~will ~~depends~~always ~~on,~~be ~~among~~at ~~other~~least ~~things,~~5%. ~~how~~For the ~~Index~~Standard ~~has~~Indexed ~~performed~~Option ~~since~~with ~~the~~-15% Segment ~~Start Date~~Buffer, asthe ~~discussed~~Growth inCap ~~detail~~Rate ~~under~~will ~~“Early~~always ~~Distribution~~be ~~Adjustment”~~at ~~later~~least in4.5%. ~~this~~For ~~Prospectus.~~the ~~The~~Standard ~~maximum~~Indexed ~~amount~~Option ofwith -20% Segment Buffer, the ~~adjustment~~Growth ~~would~~Cap ~~occur~~Rate ifwill ~~there~~always isbe aat ~~total~~least ~~distribution~~4.25%. For the Step Up and Dual Direction Indexed Options, the Growth Cap Rate will always be at least 4.5%. In addition, for each Indexed Option, you may set a ~~time~~higher ~~when~~minimum ~~the~~Growth ~~Index~~Cap ~~has~~Rate ~~declined~~that is acceptable to ~~zero~~you.

~~This~~• ~~fee~~Each ~~table~~Segment’s ~~applies~~Index-Linked ~~specifically~~Rate toof ~~the~~Return ~~MSO~~is generally limited by its Growth Cap Rate and ~~should~~ Participation Rate, which could cause your Segment’s Index-Linked Rate of Return to be ~~read~~lower inthan ~~conjunction~~your ~~with~~investment ~~the~~rate ~~fee~~of ~~table~~return would otherwise be if you invested in ~~the~~a ~~appropriate~~mutual ~~variable~~fund ~~life~~designed ~~insurance~~to ~~policy~~track ~~prospectus.~~the performance of the applicable Index.

~~The~~• ~~base~~We ~~variable~~set ~~life~~a ~~insurance~~Participation ~~policy’s~~Rate ~~mortality~~for ~~and~~each ~~expense~~Indexed ~~risk~~Option. ~~charge~~This ~~will~~percentage ~~also~~limits ~~apply~~the toamount aof ~~Segment~~Index-Linked ~~Account~~Rate ~~Value~~of orReturn ~~any~~that ~~amounts~~we ~~held~~will inapply on the ~~MSO~~Segment ~~Holding~~Maturity ~~Account~~Date. ~~The~~For ~~mortality~~example, ~~and~~if ~~expense~~the ~~risk~~Participation ~~charge~~Rate is ~~part~~ of80% and the ~~policy~~Index ~~monthly~~Performance ~~charges.~~Rate ~~Please~~is ~~see~~10%, ~~“How~~then we ~~deduct~~start ~~policy~~with ~~monthly~~8% ~~charges~~(80%x10%) ~~during~~rather athan ~~Segment~~10% ~~Term”~~when ~~for~~calculating ~~more information. Please refer to~~ the ~~appropriate~~Index-Linked ~~variable~~Rate ~~life~~of ~~insurance policy prospectus for more information~~Return.

•

The downside protection, or Segment Buffer, is -10%, -15%, or -20%, depending on the Indexed Option. If the Index has negative performance, you will not lose money unless the Index performance goes below -10%, -15%, or -20%. In that case, only the negative performance in excess of the Segment Buffer will be applied to the Segment Account Value. You bear the entire risk of loss of principal and previously credited interest for the portion of negative performance that exceeds the Segment Buffer. You could lose up to 90% of principal and any previously credited interest. This could happen, for example, if there was a 100% decline in the S&P 500 Price Return Index. We will always offer an Indexed Option with a Segment Buffer of at least -10%.

•

On the Segment Maturity Date, we will multiply the Index-Linked Rate of Return by the Segment Account Value.

•

If you take an Early Distribution before the Segment Maturity Date, we will apply the Segment Interim Value, which reflects an Early Distribution Adjustment, as described in Appendix: “Examples of Segment Interim Values and Early Distribution Adjustments.”

•

An Early Distribution Adjustment could cause you to lose up to 90% of principal and previously credited interest due to negative performance or increased volatility of the Index even if the Index has experienced positive performance since the Segment Start Date. This could happen, for example, if there was a 100% decline in the S&P 500 Price Return Index.

•

The amount received may be less than the amount invested and may be less than the amount you would receive had you held the investment until the Segment Maturity Date. As a result, amounts subsequently paid upon surrender, loan, and partial withdrawal prior to the Segment Maturity Date may also be less.

•

Because of the Early Distribution Adjustment, a partial withdrawal could reduce the Segment Account Value by more than the dollar amount of the withdrawal.

•

If you take an Early Distribution, you may also forfeit any positive Index-Linked Return on the amount distributed that might otherwise have been credited on the Segment Maturity Date.

•

If you take an Early Distribution, you could be subject to surrender charges and tax consequences.

•

If you take an Early Distribution, there may not be enough value remaining to cover your monthly deductions.

•

The Segment Interim Value which is used to calculate the amount of the Early Distribution Adjustment upon an Early Distribution will generally be negatively affected by increases in the expected volatility of index prices, increases in interest rates, and by poor market performance.

•

Once Policy Account Value is in a Segment, you cannot transfer into or out of an active Segment prior to the Segment Maturity Date.

•

Under certain circumstances, we may establish a Lockout Period for 12 months on your policy, which is a 12-month period where you will not be permitted to allocate premiums, transfers (including automatic transfers), and loan repayments to the MSO. This could occur if we become aware of partial withdrawal or policy loan behavior that we believe would be disruptive to our investment strategy for providing Indexed Option benefits or result in significantly increased transaction or administrative costs. In addition, we could impose a Lockout Period if we become aware of behavior that involves the subsequent allocation of those amounts as net premiums or loan repayments into other Segments within a 12-month period or other behavior that appears to be evading our transfer restrictions. This could occur, for example, if we see a pattern of withdrawals and subsequent reallocation to the MSO.

•

Subject to the approval of the insurance supervisory official of the jurisdiction in which this policy is delivered, we reserve the right to substitute an alternative index on or before Segment Maturity if the publication of the Index is discontinued, if the calculation of the Index is substantially changed, or at our sole discretion, if we determine that our use of the Index should be discontinued because hedging instruments become difficult to acquire, the cost of hedging becomes excessive, the cost of the Index license becomes excessive, and/or the Index’s characteristics have changed substantially. A change in the Index may cause lower Growth Cap Rates to be offered for future Segments.

We would attempt to choose a broad-based market index with these characteristics as a substitute index:

•

similar risk profile and level of diversification as the replaced index;

•

similar widely followed benchmark tracking the overall U.S. stock market and economy;

•

similar representativeness of well-known, liquid, financially viable large-cap U.S. equities;

•

similar high total market capitalization of the index;

•

similar market availability and liquidity of index options or other financial derivatives;

•

similar reasonable costs of licensing and usage imposed by the owners of the substituted index.

Depending on future circumstances, it might not be feasible to select a substitute index meeting all of the above criteria, and the Company may also use alternative or additional reasonable selection criteria in the future.

If the Index were to be discontinued or substantially changed, prior to Segment Maturity, we may mature the Segments early based on the most recently available closing value of the Index before it is discontinued or changed. We will provide notice about maturing the Segment as soon as feasible. If we do not mature the Segments early, the most recently available closing value of the Index before it is discontinued or changed would be used to calculate performance from the Segment Start Date to the Index closing date and a comparable substitute Index will be used to calculate performance from the Index closing date to the Segment Maturity Date.

•

We reserve the right to suspend or terminate the contribution of premiums and/or transfers into one or more Indexed Options of the MSO.

•

We reserve the right to change the Segment Start Date and/or Segment Maturity Date, to change the frequency with which we offer new Segments, to stop offering new Segments, or to temporarily suspend offering new Segments for any Indexed Option. We also reserve the right to add new Indexed Options. We will notify you of any of the above actions we take.

•

Your Segment Maturity Value is not affected by the value of the Index on any date between the Segment Start Date and the Segment Maturity Date.

•

Because of the way the Index-Linked Rate of Return is calculated for Step Up Segments, when the Index Performance Rate is near zero, a very small difference in the Index Performance Rate on the Segment Maturity Date can result in a very different Index-Linked Rate of Return. For example, assuming a 100% Participation Rate, if the Growth Cap Rate is 8.00% and the Index Performance Rate is 0.00% on the Segment Maturity Date, the Index-Linked Rate of Return would be 8.00%. However, if the Index Performance Rate had instead been -0.01% on the Segment Maturity Date the Index-Linked Rate of Return would be 0.00%.

•

If you do not specify minimum Growth Cap Rates acceptable to you, your account value could transfer into a Segment with a Growth Cap Rate that may be lower than what you would have chosen. If one or more minimums have been specified, account value could remain uninvested in the applicable MSO Holding Account(s) until the first Segment Start Date, if any, for which the Growth Cap Rate is at or above the minimum specified by you.

•

The following chart provides a comparison of certain differences between Indexed Options.


Standard Segment
Segment Buffer	Guaranteed Minimum Growth Cap Rate	Participation Rate
-10%	5%	100%
-15%	4.5%	100%
-20%	4.25%	100%


Step Up Segment
Segment Buffer	Guaranteed Minimum Growth Cap Rate	Participation Rate
-10%	4.5%	100%


Dual Direction Segment
Segment Buffer	Guaranteed Minimum Growth Cap Rate	Participation Rate
-10%	4.5%	100%

•

The Growth Cap Rate, Participation Rate, and Segment Buffer are values used to determine the Index-Linked Rate of Return over the Segment Term; they are not rates of return.

•

Step Up and Dual Direction Segments will generally have lower Growth Cap Rates than Standard Segments with the same Index, Segment Term, Participation Rate, and Segment Buffer.

•

Please see “Fee Table” for complete detail on fees and charges.

3. Fee Table Summary


MSO Charges	When Charge is Deducted	Guaranteed Maximum
Variable Index Segment Account Charge	At the beginning of each policy month during the Segment Term	1.65% annually (0.13750% monthly)⁽¹⁾
Mortality and Expense (Risk) Charge⁽²⁾	Monthly	Policy Year 1-10 11+	Annual % of your value in the MSO (varies by base policy) 1.00% 0.85%

Other

Charge is Deducted

Maximum Spread

Percentage that May

be Deducted

Loan Interest Spread⁽³⁾ for Amounts of Policy Loans Allocated to MSO Segment

On each policy anniversary (or on loan termination, if earlier)

1% (varies by base policy)

(1)	The current non-guaranteed rate is 0.40% annually (0.03333% monthly).

(2)

The variable life insurance policy’s mortality and expense charge will also apply to a Segment Account Value or any amounts held in an MSO Holding Account. Amounts in the MSO Holding Accounts reflect fees and expenses of the EQ/Money Market Portfolio. This is also referred to as the mortality and expense risk charge. Please see “Charges” in this Prospectus for more information. Please refer to the variable life insurance policy prospectus for more information.

(3)

We charge interest on policy loans but credit you with interest on the amount of the Policy Account Value we hold as collateral for the loan. The “spread” is the difference between the interest rate we charge you on a policy loan and the interest rate we credit to you on the amount of your Policy Account Value that we hold as collateral for the loan.

(4)

These percentage adjustment amounts represent the loss of Segment Account Value that would be produced by a hypothetical 100% decline in the Index at the time of a total distribution. The actual amount of an Early Distribution Adjustment is determined by a formula that depends on, among other things, how the Index has performed since the Segment Start Date, as discussed in the Appendix: “Examples of Segment Interim Values and Early Distribution Adjustments” in this Prospectus.

This fee table applies specifically to the MSO and should be read in conjunction with the fee table in the variable life insurance policy prospectus.

Changes in charges

Any changes that we make in our current charges or charge rates will be on a basis that is equitable to all policies belonging to a given class, and will be determined based on reasonable assumptions as to expenses, mortality, investment income, lapses and policy ~~and contract~~ claims associated with morbidity. For the sake of clarity, the assumptions referenced above include taxes, the cost of hedging, longevity, volatility, other market conditions, surrenders, persistency, conversions, disability, accident, illness, inability to perform activities of daily living, and cognitive impairment, if applicable. Any changes in charges may apply to then in force policies, as well as to new policies. You will be notified in writing of any changes in charges under your policy.

7 12

34. Risk Factors

There are risks associated with some features of the Market Stabilizer Option® II:

• ~~There~~Because isthe aCompany ~~risk~~relies ofon a ~~substantial~~single ~~loss~~point ofin ~~your~~time ~~principal~~to ~~because~~calculate the Index return, you ~~agree~~may toexperience ~~absorb~~a ~~all~~negative ~~losses~~return ~~from~~on the ~~portion~~Segment ofMaturity ~~any~~Date ~~negative~~even if the Index ~~performance~~has ~~that~~experienced ~~exceeds~~gains ~~-10%~~through some, or most, of the Segment Term.

• ~~Your~~The ~~Index-Linked~~Segments ~~Return~~track ~~is also limited by~~ the ~~Growth~~performance ~~Cap~~of ~~Rate,~~an ~~which could cause your~~ Index~~-Linked~~. ~~Return~~By toinvesting bein ~~lower~~the ~~than~~MSO, ityou ~~would~~are ~~otherwise~~not beactually ifinvested ~~you participated~~ in ~~the~~an ~~full~~Index ~~performance~~or ofany ~~the~~underlying ~~S&P 500 Price Return index~~securities.

•

There is a risk of a substantial loss of your principal and previously credited interest because you agree to absorb all losses from the portion of any negative Index performance that exceeds the applicable Segment Buffer. You could lose 90% of principal and previously credited interest where there is a -10% Segment Buffer, 85% of principal and previously credited interest where there is a -15% Segment Buffer and 80% of principal and previously credited interest where there is a -20% Segment Buffer. This could happen, for example, if there was a 100% decline in the S&P 500 Price Return Index.

•

Your Index-Linked Rate of Return is also limited by the Growth Cap Rate and Participation Rate, which could cause your Index-Linked Rate of Return to be lower than it would otherwise be if you participated in the full performance of the S&P 500 Price Return Index. For example, if the Participation Rate is 50%, the Growth Cap Rate is 8%, and the Index Performance Rate is 20%, then the Segment’s Index-Linked Return would be limited to half of the Index performance, or 10% (50% x 20%), and then further reduced to equal the Growth Cap Rate of 8%.

•

You will not know what the Growth Cap Rate is before the Segment starts. Therefore, you will not know in advance the upper limit on the return that may be credited to your investment in a Segment.

• ~~Negative~~If ~~consequences apply if, for any reason, amounts~~ you ~~have~~do ~~invested~~not inspecify a ~~Segment~~minimum ~~are~~Growth ~~removed~~Cap ~~before~~Rate ~~the~~acceptable ~~Segment~~to ~~Maturity Date. Specifically~~you, ~~with~~your ~~respect~~account tovalue ~~the~~could ~~amounts~~transfer ~~removed~~into ~~early,~~a ~~you~~Segment ~~would~~with ~~(1)~~a ~~forfeit~~Growth ~~any~~Cap ~~positive~~Rate ~~Index~~that ~~performance~~may ~~and (2)~~ be ~~subject~~lower tothan anwhat ~~Early~~you ~~Distribution~~would ~~Adjustment~~have ~~that~~chosen. ~~exposes~~If ~~you to~~ a ~~risk~~minimum ofhas ~~potentially~~been ~~substantial~~specified, ~~loss~~account ofvalue ~~principal.~~could ~~This~~remain ~~exposure~~in ~~is designed to be consistent with~~ the ~~treatment~~MSO ofHolding ~~losses~~Account onuntil ~~amounts held to~~ the next Segment ~~Maturity~~Start Date., ~~Even~~if ~~when the Index performance has been positive~~any, where the ~~EDA~~Growth ~~will~~Cap ~~cause~~Rate ~~you~~is toat ~~lose~~or ~~some~~above ~~principal~~the onminimum anspecified ~~early~~by ~~removal~~you.

• ~~The~~Negative ~~following~~consequences ~~types~~may ofapply ~~removals~~if, offor ~~account~~any ~~value~~reason, ~~from~~amounts ayou ~~Segment~~have ~~will~~invested ~~result~~ in ~~the~~a ~~above-mentioned~~Segment ~~penalties~~are toremoved ~~you,~~before if the ~~removals occur prior to the~~ Segment Maturity Date:. ~~(a)~~Specifically, awith ~~surrender~~respect ~~of your policy; (b) a loan from your policy; (c) a distribution in order~~ to ~~enable your policy to continue to qualify as life insurance under~~ the ~~federal~~amounts ~~tax~~removed ~~laws;~~early, ~~(d)~~you ~~certain distributions in connection with the exercise of a rider available under your policy; and~~ (e1) amay ~~charge~~forfeit orany ~~unpaid~~positive ~~policy~~Index-Linked ~~loan~~Return ~~interest~~ that wemight ~~deduct~~otherwise ~~from~~have ~~your~~been ~~Segment~~credited ~~Account~~on ~~Value because~~ the ~~Charge~~Segment ~~Reserve~~Maturity ~~Amount~~Date and ~~other~~(2) ~~funds~~be ~~are~~subject ~~insufficient~~ to ~~cover~~an ~~them~~Early inDistribution their entirety. The Charge Reserve Amount may become insufficient because of policy changes that you request, additional premium payments, investment performance, policy loans, policy partial withdrawals from other investment options besides the MSO, and any increases we make in current charges for the policy (including for the MSO and optional riders).Adjustment

that exposes you to a risk of potentially substantial loss of principal and previously credited interest. This exposure is designed to be consistent with the treatment of losses on amounts held to the Segment Maturity Date. Even when the Index performance has been positive, the EDA may cause you to lose up to 90% of principal and previously credited interest on an early removal due to market volatility and the possibility of negative Index performance between the date of the distribution and the Segment Maturity Date. Surrender charges and tax consequences could also apply.

•

The following types of removals (also referred to as Early Distributions) of account value from a Segment may result in the above-mentioned potential penalties to you, if the removals occur prior to the Segment Maturity Date: (a) a surrender of your policy; (b) a partial withdrawal, (c) a loan from your policy; (d) a distribution in order to enable your policy to continue to qualify as life insurance under the federal tax laws; (e) certain distributions in connection with the exercise of a rider available under your policy; and (f) a charge or unpaid policy loan interest that we deduct from your Segment Account Value because the Charge Reserve Amount and other funds are insufficient to cover them in their entirety. The Charge Reserve Amount may become insufficient because of policy changes that you request, additional premium payments, investment performance, policy loans, policy partial withdrawals, and any increases we make in current charges for the policy (including for the MSO and optional riders).

•

Certain of the above types of early removals can occur (and thus result in penalties to you) without any action on your part. Examples include (i) certain distributions we might make from your Segment Account Value to enable your policy to continue to qualify as life insurance and (ii) deductions we might make from your Segment Account Value to pay charges if the Charge Reserve Amount becomes insufficient.

•13 Any applicable EDA will generally be affected by changes in both the volatility and level of the S&P 500 Price Return Index. Any EDA applied to any Segment Account Value is linked to the estimated value of a put option on the S&P 500 Price Return index as described later in this Prospectus. The estimated value of the put option and, consequently, the amount of the EDA will generally be higher after increases in market volatility or after the Index experiences a negative return following the Segment Start Date.

• ~~Once~~Any ~~policy~~applicable ~~account~~EDA ~~value~~will isgenerally inbe aaffected ~~Segment,~~by ~~you~~changes ~~cannot~~in ~~transfer~~both ~~out~~the volatility and level of athe S&P 500 Price Return Index. Any EDA applied to any Segment ~~and~~Account ~~you~~Value ~~can~~is ~~only~~linked ~~make~~to ~~withdrawals~~the ~~out~~estimated value of athe ~~Segment~~options ifon ~~you~~the ~~surrender~~S&P ~~your~~500 ~~policy~~Price Return Index as described in this Prospectus. ~~This~~Any ~~would~~negative ~~result~~effects of an EDA will generally be higher after increases in market volatility or after the ~~imposition~~Index ofexperiences ~~any~~a ~~applicable~~negative ~~surrender~~return ~~charges~~following ~~and~~the ~~EDA~~Segment Start Date.

• WeOnce ~~may~~Policy ~~not~~Account ~~offer~~Value ~~new Segments so there~~ is ~~also~~in ~~the possibility that~~ a Segment, ~~may~~you ~~not~~cannot betransfer ~~available~~into ~~for~~or aout ~~Segment Renewal at the end~~ of ~~your~~a Segment ~~Term(s)~~.

• We ~~also~~may ~~reserve~~establish ~~the~~a ~~right~~Lockout toPeriod ~~substitute~~which anis ~~alternative~~a ~~index~~12-month ~~for~~period ~~the~~where ~~S&P~~you ~~500~~will ~~Price~~not ~~Return~~be ~~index~~permitted to allocate premiums, ~~which~~transfers ~~could~~(including ~~reduce~~automatic ~~the~~transfers), ~~Growth~~and ~~Cap~~loan ~~Rates~~repayments weto ~~can~~the ~~offer~~MSO.

• NoWe ~~company~~reserve ~~other~~the ~~than~~right usto ~~has~~discontinue ~~any~~offering ~~legal~~Segments ~~responsibility~~of toa ~~pay~~given ~~amounts~~Indexed ~~that~~Option ~~the~~so ~~Company~~there ~~owes~~is ~~under~~also the ~~policies.~~possibility Anthat ~~owner~~a ~~should~~Segment ~~look~~may tonot ~~the~~be ~~financial~~available ~~strength~~for ofa Segment renewal at the ~~Company~~end ~~for~~of ~~its~~your ~~claims-paying~~Segment ~~ability~~Term(s).

• ~~You~~Subject doto ~~not~~the ~~have~~approval ~~any~~of ~~rights~~the ininsurance supervisory official of the ~~securities~~jurisdiction ~~underlying~~in which this policy is delivered, we have the right to substitute an alternative index prior to Segment Maturity if the publication of the Index is discontinued, ~~including~~if the calculation of the Index is substantially changed, ~~but~~or ~~not~~at ~~limited~~our sole discretion, if we determine that our use of the Index should be discontinued because hedging instruments become difficult to acquire, ~~(i)~~the ~~interest~~cost ~~payments~~of hedging becomes excessive, ~~(ii)~~the ~~dividend~~cost ~~payments~~of the Index license becomes excessive, and/or ~~(iii)~~the ~~voting~~Index’s ~~rights~~characteristics have changed substantially. A change in the Index may cause lower Growth Cap Rates to be offered. We would attempt to choose a broad-based market index with the characteristics described in “Key Features” above as a substitute index. If the Index were to be discontinued or substantially changed prior to Segment Maturity, we may mature the Segments early based on the most recently available closing value of the Index before it is discontinued or changed. If we do not mature the Segments early, the most recently available closing value of the Index would be used to calculate performance from Segment Start Date to the Index closing date and a comparable substitute Index will be used to calculate performance from the Index closing date to the Segment Maturity Date.

• ~~Your~~No ~~Segment~~company ~~Maturity~~other ~~Value~~than isus ~~dependent~~has onany legal responsibility to pay amounts that the ~~performance~~Company ofowes under the ~~index~~policy. onAn owner should look to the ~~Segment~~financial ~~Maturity~~strength ~~Date~~of the Company for its claims-paying ability.

• ~~Upon~~You ~~advance~~do ~~notification,~~not have any rights in the ~~Company~~securities ~~reserves~~underlying the ~~right~~Index, including, but not limited to, ~~implement~~(i) ainterest ~~Segment~~payments, ~~Maturity~~(ii) ~~GIO~~dividend ~~Limitation~~payments or (iii) voting rights.

• ~~Past~~Your Segment Maturity Value is dependent on the performance of the ~~index~~Index ison nothe ~~indication~~Segment ofMaturity ~~future performance~~Date.

• ~~The~~Past ~~amounts~~performance ~~required~~of ~~to be maintained in~~ the ~~Unloaned~~Index ~~GIO for the Charge Reserve Amount during the Segment Term may earn a return that~~ is ~~less~~no ~~than~~indication ~~the~~of ~~return~~future ~~you might have earned on those amounts in another investment option had you not invested in a Segment~~performance.

• ~~You~~The ~~must~~amounts ~~forgo~~required ~~the~~to ~~additional~~be noavailable ~~lapse~~in ~~guarantee~~the ~~benefit~~GIO ~~provided~~for by the ~~Extended~~Charge NoReserve ~~Lapse~~Amount ~~Guarantee Rider if you want~~ to ~~allocate~~start toa ~~the~~new ~~MSO. Please see “Extended No Lapse Guarantee Rider” later in this Prospectus for more information.~~Segment

•may Ifearn ~~you do not specify~~ a ~~minimum~~return ~~Growth~~that ~~Cap~~is ~~Rate~~less ~~acceptable~~than tothe return you, ~~your~~might ~~account~~have ~~value~~earned ~~could~~on ~~transfer~~those ~~into~~amounts ain ~~Segment~~another ~~with~~investment aoption ~~Growth~~had ~~Cap~~you ~~Rate~~not ~~that~~invested ~~may~~in bea ~~lower than what you would have chosen~~Segment.

8 • If the insured person dies during a Segment Term, the Segment Account Value will be increased by any favorable Early Distribution Adjustment in determining the death benefit, if applicable.

• ~~The~~Upon the exercise of the Policy Continuation Rider or Loan Extension Endorsement, the MSO is ~~not~~no longer available ~~while~~and any Segments will be terminated with an Early Distribution Adjustment and may forfeit positive Index-Linked Return that might otherwise have been credited on the ~~Paid~~Segment UpMaturity ~~Death~~Date. ~~Benefit~~If ~~Guarantee~~there is any amount remaining in ~~effect.~~the ~~Please~~net ~~see~~Policy ~~“Paid~~Account UpValue ~~Death~~after ~~Benefit~~the ~~Guarantee”~~Policy ~~later~~Continuation Rider charge has been deducted, such amounts are treated as an additional loan and refunded to you so there will be no amounts in ~~this~~the ~~Prospectus~~variable ~~for~~investment ~~more~~options ~~information~~or the MSO.

• ~~For~~If ~~certain variable life insurance policies, if a paid up death benefit guarantee is included with your policy, and if~~ you ~~elect~~exercise the ~~paid~~Long-Term upCare ~~death~~ServicesSM ~~benefit~~Rider, ~~guarantee~~when ~~while~~a ~~any~~period ~~Segment~~of iscoverage ~~in effect~~ends, ~~all~~any Segments will be terminated with ~~corresponding~~an Early Distribution ~~Adjustments.~~Adjustment Ifand ~~this~~may ~~occurs,~~forfeit ~~the~~positive ~~Segment~~Index-Linked ~~Distribution~~Return ~~Value~~that ~~will~~might beotherwise ~~used~~have inbeen ~~place~~credited ofon the Segment ~~Account~~Maturity ~~Value~~Date. inAny ~~the~~remaining ~~calculation~~amounts ofwill ~~your~~be ~~policy~~allocated ~~account~~to ~~value~~the ~~for~~variable ~~purposes~~investment ofoptions ~~determining~~and the ~~paid~~GIO upbased ~~death~~on ~~benefit~~your ~~guarantee~~premium ~~face~~allocation ~~amount~~percentages then in effect.

• If ~~your~~you ~~policy~~exercise ~~has~~a ~~the~~Living ~~Policy~~Benefit ~~Continuation~~ Rider, ~~and~~or ~~your~~an ~~policy~~accelerated ~~goes~~death onbenefit ~~Policy Continuation while you have amounts invested in MSO~~rider, ~~you will forfeit~~ any ~~positive~~portion ~~index~~of ~~performance~~the ~~and~~accelerated bepayment ~~subject~~allocated to an ~~Early~~individual ~~Distribution~~Segment ~~Adjustment~~will ~~with~~cause ~~respect~~a tocorresponding ~~these~~Early ~~amounts.~~Distribution InAdjustment ~~addition,~~of ~~MSO~~the ~~will~~Segment noAccount ~~longer~~Value beand ~~available once~~ you gomay onforfeit ~~Policy~~positive ~~Continuation.~~Index-Linked ~~Please~~Return ~~see~~that ~~“Policy~~might ~~Continuation”~~otherwise ~~later~~have inbeen ~~this~~credited ~~Prospectus~~on ~~for~~the ~~more~~Segment ~~information~~Maturity Date.

•Business Ifdisruption ~~you~~and ~~elect~~cybersecurity ~~the~~risks Long-Term Care ServicesSM Rider, after a period of coverage ends before coverage is continued as a Nonforfeiture Benefit, if any MSO Segments are in effect, they will be terminated with corresponding early distribution adjustments. Please see “Long-Term Care ServicesSM Rider” later in this Prospectus for more information.

•We Ifrely aheavily ~~Living~~on ~~Benefits~~technology, ~~Rider~~including orinterconnected ancomputer ~~accelerated~~systems ~~death~~and ~~benefit~~data ~~rider~~storage ~~(which~~networks ~~may~~and bedigital ~~referred~~communications, to asconduct aour ~~“total~~business. Because our business is highly dependent upon the effective operation of our computer systems and ~~permanent~~those ~~disability~~of ~~accelerated~~our ~~death~~service ~~benefit~~providers ~~rider”~~and orother abusiness ~~“limited~~partners, ~~life~~our ~~expectancy~~business ~~accelerated~~is ~~death~~vulnerable ~~benefit~~to ~~rider”~~disruptions from utility outages, and susceptible to operational and information security risks resulting from information systems failure (e.g., hardware and software malfunctions), isand ~~included~~cyberattacks. ~~with~~Cyberattacks ~~your~~may ~~policy~~be systemic (e.g., affecting the ~~portion~~internet, cloud services, or other infrastructure) or targeted (e.g., failures in or breach of ~~the~~our ~~cash~~systems ~~surrender~~or ~~value~~those ~~that~~of isthird parties on ~~lien~~whom we rely, including ransomware and ismalware ~~allocated~~attacks). toCybersecurity ~~your~~risks ~~values~~include, inamong ~~the~~other ~~variable~~things, ~~investment~~the ~~options~~loss, ~~under~~theft, ~~your~~misuse, ~~policy~~corruption and ~~investment~~destruction inof data maintained online or digitally, interference with or denial of service, attacks on our websites (or the ~~MSO~~websites ~~will~~of bethird ~~transferred~~parties toon whom we rely), other operational disruption and ~~maintained~~unauthorized asrelease, ~~part~~use or abuse of ~~the~~confidential ~~Unloaned~~customer ~~GIO~~information. ~~Please~~The risk ~~see~~of ~~”Living~~cyberattacks ~~Benefits~~may ~~Rider”~~be ~~later~~higher induring ~~this~~periods ~~Prospectus~~of ~~for~~geopolitical ~~more information~~turmoil. Due to the increasing sophistication of cyberattacks,

~~COVID-19~~14

~~The~~ a ~~outbreak~~cybersecurity breach could occur and persist for an extended period of ~~the~~time ~~novel~~without ~~coronavirus~~detection. ~~known~~Systems failures and cyberattacks, as ~~COVID-19~~well ~~was~~as, ~~declared~~any aother ~~pandemic~~catastrophic byevent, ~~the~~including natural and ~~World~~manmade ~~Health~~disasters, ~~Organization~~public inhealth ~~March~~emergencies, ~~2020.~~pandemic ~~Equity~~diseases, ~~and~~terrorist ~~financial~~attacks, ~~markets~~floods ~~have~~or ~~experienced~~severe ~~increased~~storms ~~volatility~~affecting us, any third-party administrator, the underlying funds, intermediaries and ~~negative~~other ~~returns~~affiliated or third-party service providers may adversely affect us, our business operations and ~~interest~~your ~~rates~~account ~~have~~value ~~declined~~and ~~due~~interfere with our ability to ~~the~~process ~~COVID-19~~policy ~~pandemic~~transactions and ~~other~~calculate ~~market~~account ~~factors~~values. ~~Such~~Systems ~~events~~failures ~~can~~and ~~adversely~~cyberattacks may also interfere with our processing of policy ~~impact~~transactions, usincluding ~~and~~the processing of orders from our ~~operations.~~website ~~Management~~or ~~believes~~with the ~~Company~~underlying isfunds, ~~taking~~impact ~~appropriate~~our ~~actions~~ability to ~~mitigate~~calculate account values and unit values and/or the ~~negative~~underlying ~~impact~~funds to ~~our~~be unable to calculate share values, cause the release or possible destruction of confidential customer and/or business information, impede order processing or cause other operational issues, subject us and/or ~~operations.~~our ~~However~~service providers and intermediaries to regulatory fines, ~~the~~litigation ~~full~~and financial losses and/or cause reputational damage. Cybersecurity risks may also impact the issuers of ~~COVID-19~~securities isin ~~unknown~~which the underlying funds invest, which may cause the underlying funds to lose value. The preventative actions we take to reduce the frequency and severity ~~cannot~~of cybersecurity incidents and protect our computer systems may be ~~reasonably~~insufficient ~~estimated~~to prevent a cybersecurity breach from impacting our operations or your policy value. There can be no assurance that we or the underlying funds or our service ~~predicted~~providers atand ~~this~~intermediaries ~~time~~will asbe ~~these~~able ~~events~~to ~~are~~avoid ~~still~~cybersecurity ~~developing~~breaches affecting your policy.

~~Moreover~~In addition, ~~these~~ ~~market~~we ~~conditions~~are ~~have~~also ~~impacted~~exposed to risks related to natural and man-made disasters, including, but not limited to, the ~~performance~~occurrence of ~~the~~any ~~Indices~~storms, tofires, floods, earthquakes, public health crises, malicious acts, and terrorist acts or any other event, which ~~Segments~~could ~~are~~adversely ~~linked~~affect our ability to conduct business. A natural or man-made disaster, asincluding ~~well~~a pandemic such as ~~the~~COVID-19, ~~funds~~could ~~underlying~~result ~~the~~in ~~variable~~our workforce, ~~investment~~and/or ~~options.~~employees Ifof ~~these~~service ~~market~~providers ~~conditions~~and/or ~~continue~~third-party administrators, being compromised and ~~depending~~unable onor ~~your~~unwilling ~~individual~~to ~~circumstances (e~~fully perform their responsibilities, which could likewise result in interruptions in our service.g. This could interfere with our processing of policy transactions, ~~your~~including ~~selected~~processing ~~investment~~orders ~~options~~from owners and ~~the~~orders ~~timing~~with ofthe ~~any~~underlying ~~contributions~~funds, ~~transfers~~impact our ability to calculate policy value, or ~~withdrawals)~~have other adverse impacts on our operations. These events may also negatively affect our service providers and intermediaries, ~~you~~the underlying funds and issuers of securities in which the underlying funds invest, which may ~~experience~~cause ~~(perhaps~~the ~~significant)~~funds ~~negative~~underlying ~~returns~~your ~~under~~policy to lose value. There can be no assurance that we or the underlying funds or our service providers and intermediaries will be able to avoid negative impacts associated with natural and man-made disasters.

~~policy.~~15 The duration of the COVID-19 pandemic, and the future impact that the pandemic may have on the financial markets and global economy, cannot be foreseen, however. You should consult with a financial professional about how the COVID-19 pandemic and the recent market conditions may impact your future investment decisions related to the policy, such as purchasing the policy or making contributions, transfers, or withdrawals, based on your individual circumstances.

~~Cybersecurity risks~~5. ~~and~~Description ~~catastrophic~~of ~~events~~the MSO

WeThe ~~rely~~MSO ~~heavily~~consists ~~on interconnected computer systems and digital data to conduct our variable product business. Because our variable product business is highly dependent upon the effective operation~~ of ~~our~~a ~~computer~~number ~~systems and those~~ of ~~our~~Indexed ~~business partners~~Options, ~~our~~each ~~business~~of iswhich ~~vulnerable to~~provides ~~disruptions~~a ~~from~~rate ~~utility~~of ~~outages,~~return ~~and~~tied ~~susceptible~~ to ~~operational and information security risks resulting from information systems failure (e.g., hardware and software malfunctions), and cyber-attacks. These risks include, among other things,~~ the ~~theft,~~ ~~misuse,~~performance ~~corruption and destruction~~ of ~~data maintained online or digitally, interference with or denial of service, attacks on websites and other operational disruption and unauthorized use or abuse of confidential customer information.~~a ~~Systems~~specified failures and cyberattacks, as well as, any other catastrophic event, including natural and manmade disasters, public health emergencies, pandemic diseases, terrorist attacks, floods or severe storms affecting us, any third-party administrator, the underlying funds, intermediaries and other affiliated or third-party service providers may adversely affect us, our business operations and your account valueIndex. ~~Systems~~You ~~failures~~generally ~~and~~have ~~cyber-attacks may also interfere with our processing of contract transactions, including~~ the ~~processing~~opportunity ~~of orders from our website or with the underlying funds, impact our ability~~ to ~~calculate~~invest ~~account~~in ~~values,~~any ~~cause~~of the ~~release~~Indexed ~~and~~Options ~~possible~~described ~~destruction of confidential customer or business information~~below, ~~impede order processing,~~ subject ~~us and/or our service providers and intermediaries~~ to ~~regulatory fines and financial losses and/or cause reputational damage. In addition,~~ the ~~occurrence of any pandemic disease (like COVID-19)~~requirements, ~~natural disaster,~~limitations ~~terrorist attack or any other event that results in our workforce,~~ and~~/or~~ ~~employees~~procedures ofdisclosed ~~service providers and/or third party administrators, being compromised and unable or unwilling to fully perform their responsibilities, could likewise result~~ in ~~interruptions~~this insection. ~~our~~We ~~service,~~reserve ~~including~~the ~~our~~right ~~ability~~ to ~~issue~~add ~~contracts~~new ~~and~~Indexed ~~process contract transactions~~Options. ~~Even if our workforce and employees of our providers and/or third-party administrators were able to work remotely, those remote work~~You ~~arrangements~~participate ~~could result~~ in ~~our~~the ~~business~~performance ~~operations~~of ~~being~~an ~~less~~Index ~~efficient~~by ~~than~~investing ~~under normal circumstances and lead to delays~~ in ~~our~~the ~~issuing~~corresponding ~~contracts and processing of other contract-related transactions~~Segment. ~~Cybersecurity~~Investments ~~risks~~in ~~and~~Segments ~~catastrophic~~are ~~events may~~not ~~also~~investments ~~impact the issuers of securities~~ in ~~which the~~ underlying ~~funds~~mutual ~~invest, which may cause the~~ funds; ~~underlying~~Segments ~~your~~are ~~contract~~not to“index ~~lose value. While there can be no assurance that we or the underlying~~ funds or our service providers will avoid losses affecting your contract due to cyber-attacks, information security breaches or other catastrophic events in the future, we take reasonable steps to mitigate these risks and secure our systems and business operations from such failures, attacks and events.”

9 Indexed Options

4You can generally invest in any available Indexed Option. ~~Description~~We ofare ~~the~~not ~~Market~~obligated ~~Stabilizer~~to offer any one particular Indexed Option®. Also, we are not obligated to offer any Indexed Options. Each investment in an Indexed Option that starts on a particular Segment Start Date is referred to as a Segment.

WeAn ~~offer~~Indexed aOption ~~Market~~refers ~~Stabilizer~~to ~~Option®~~a Segment option that ~~provides~~has athe ~~rate~~same Index, Index-Linked Rate of ~~return~~Return calculation ~~tied~~methodology, Segment Term, Segment Buffer and Participation Rate. Each Indexed Option has a corresponding MSO Holding Account. Please refer to the ~~performance~~“Definitions” for a discussion of ~~the~~these ~~Index~~terms.

~~MSO~~The ~~Holding~~following ~~Account~~chart lists the current Standard Indexed Options with 100% Participation Rate:

The amount of each transfer or loan repayment you make to the MSO, and the balance of each premium payment you make to the MSO after any premium charge under your base policy has been deducted, will first be placed in the MSO Holding Account. The MSO Holding Account is a portion of the regular EQ/Money Market variable investment option that will hold amounts allocated to the MSO until the next available Segment Start Date. The MSO Holding Account has the same rate of return as the EQ/Money Market variable investment option and is subject to the same underlying portfolio operating expenses as that variable investment option. Please refer to “Risk/benefit summary: charges and expenses you will pay” of the appropriate variable life insurance policy prospectus for more information regarding such expenses. We currently plan on offering new Segments on a monthly basis but reserve the right to offer them less frequently or to stop offering them or to suspend offering them temporarily.


Index	Segment Term	Segment Buffer	Minimum Growth Cap Rate
S&P 500 Price	1 year	-10%	5%
Return Index	1 year	-15%	4.5%
	1 year	-20%	4.25%

~~Before~~The ~~any~~following ~~account~~chart ~~value~~lists ~~is transferred into a Segment, you can transfer amounts from~~ the ~~MSO~~current ~~Holding~~Step ~~Account~~Up ~~into~~Indexed ~~other investment options available under your policy at any time subject to any transfer~~Options ~~restrictions~~with ~~within~~100% ~~your~~Participation ~~policy.~~Rate: You can transfer into and out of the MSO Holding Account at any time up to and including the Segment Start Date provided your transfer request is received at our administrative office by such date. For example, you can transfer policy account value into the MSO Holding Account on the 3rd Friday of June. That policy account value would transfer into the Segment starting on that date, subject to the conditions mentioned earlier. You can also transfer policy account value out of the MSO Holding Account before the end of the business day on the Segment Start Date and that account value would not be swept into the Segment starting on that date. Please refer to the “How to reach us” section of the appropriate variable life insurance policy prospectus for more information regarding contacting us and communicating your instructions. We also have specific forms that we recommend you use for electing the MSO and any MSO transactions.

On the Segment Start Date, account value in the MSO Holding Account, excluding charges and any account value transferred to cover the Charge Reserve Amount, will be transferred into a Segment if all requirements and limitations are met that are discussed under “Segments” immediately below.

Index

Segment
Term

Segment
Buffer

Minimum

Growth

Cap Rate

S&P 500 Price

Return Index

1 year

-10%

4.5%

The following chart lists the current Dual Direction Indexed Options with 100% Participation Rate:

Index

Segment
Term

Segment
Buffer

Minimum

Growth

Cap Rate

S&P 500 Price

Return Index

1 year

-10%

4.5%

MSO Holding Accounts

option that will hold amounts allocated to the MSO until the next available Segment Start Date. Each MSO Holding Account has the same rate of return and is subject to the same underlying portfolio operating expenses and same mortality and expense risk charges as the EQ/Money Market variable investment option. Please refer to “Fee Table” and “Payment of premiums and determining your policy’s value” in the applicable variable life insurance policy prospectus for more information regarding such expenses. We currently plan on offering new Segments of each Indexed Option on a monthly basis but reserve the right to offer them less frequently or to stop offering them or to suspend offering them temporarily.

Before any account value is transferred into a Segment, you can transfer amounts from the applicable MSO Holding Account into other investment options available under your policy at any time subject to any transfer restrictions described in this Prospectus and your variable life insurance policy prospectus. You can transfer into and out of the MSO Holding Accounts at any time up to and including the Segment Start Date provided your transfer request is received at our administrative office by such date. For example, you can transfer Policy Account Value into an MSO Holding Account on the 3rd Friday of June which is the Segment Start Date. That Policy Account Value would transfer into the Segment starting on that date, subject to the conditions mentioned earlier. You can also transfer Policy Account Value out of an MSO Holding Account before the end of the business day on the Segment Start Date and that account value would not be swept into the Segment starting on that date. Please refer to the “How to reach us” section of the variable life insurance policy prospectus for more information regarding contacting us and communicating your instructions. We also have specific forms that we recommend you use for electing the MSO and any MSO transactions.

On the Segment Start Date, account value in an MSO Holding Account, excluding any account value transferred to cover the Charge Reserve Amount, will be transferred into a Segment if all requirements and limitations are met that are discussed under “Segments” immediately below.

Segments

Each Segment will have a Segment Start Date of the 3rd Friday of each calendar month and will have a Segment Maturity Date on the 3rd Friday of the same calendar month in the succeeding calendar year.

In order for any amount to be transferred from ~~the~~an MSO Holding Account into a new Segment on a Segment Start Date, all of the following conditions must be met on that date:

(1) The Growth Cap Rate for that Segment of the applicable Indexed Option must be equal to or greater than your minimum Growth Cap Rate for that particular Indexed Option (Please see “Growth Cap Rate” ~~later~~ in this Prospectus).

~~(2)~~16 There must be sufficient account value available within the Unloaned GIO and the variable investment options including the MSO Holding Account to cover the Charge Reserve Amount as determined by us on such date (Please see “Charge Reserve Amount” later in this Prospectus).

(32) ~~The~~There ~~Growth Cap Rate~~ must be ~~greater~~sufficient ~~than~~account ~~the~~value ~~sum~~available ofwithin the ~~annual interest rate we are currently crediting on the Unloaned~~ GIO ~~(“A”),~~and the ~~Variable~~variable ~~Index~~investment ~~Benefit~~options ~~Charge~~including ~~rate (“B”),~~ the ~~annualized~~MSO ~~monthly~~Holding ~~Variable~~Accounts ~~Index Segment Account Charge rate (“C”) and the current annualized monthly mortality and expense risk charge rate (“D”). The Growth Cap Rate must be greater than (A+B+C+D). This is~~ to ~~ensure~~cover ~~that~~ the ~~highest~~Charge ~~possible~~Reserve ~~rate~~Amount ofas ~~return~~determined ~~that~~by ~~could~~us beon ~~received~~such indate ~~a Segment after these charges~~ (~~B+C+D)~~Please ~~have~~see ~~been~~“Charge ~~considered~~Reserve ~~exceeds~~Amount” ~~the interest crediting rate currently being offered~~ in ~~the~~this ~~Unloaned GIO~~Prospectus).

(3)

The Growth Cap Rate must be greater than the sum of the annual interest rate we are currently crediting on the GIO (“A”), the annualized monthly Variable Index Segment Account Charge rate (“B”) and the current annualized monthly mortality and expense risk charge rate (“C”). The Growth Cap Rate must be greater than (A+B+C). This is to ensure that the highest possible rate of return that could be received in a Segment after these charges (B+C) have been considered exceeds the interest crediting rate currently being offered in the GIO.

(4)	It must not be necessary, as determined by us on that date, for us to make a distribution from the policy during the Segment Term in order for the policy to continue to qualify as life insurance under applicable tax law.

(5) The total amount allocated to your Segments for the applicable Indexed Option under your policy on that date must be less than any limit we may have established. At this time there is no limit.

If there is sufficient ~~policy~~Policy ~~account~~Account ~~value~~Value in the ~~Unloaned~~ GIO to cover the Charge Reserve Amount, then no transfers from other investment options to the ~~Unloaned~~ GIO will need to be made. If there is insufficient value in the ~~Unloaned~~ GIO to cover the Charge Reserve Amount and we do not receive instructions (if permitted by your underlying policy) from you specifying the investment options from which we should transfer the account value to the ~~Unloaned~~ GIO to meet Charge Reserve Amount requirements at the Segment Start Date, or the transfer instructions are not possible due to insufficient funds, then the required amount will be transferred proportionately from your variable investment options including the MSO Holding ~~Account~~Accounts.

If after any transfers there would be an insufficient amount in the ~~Unloaned~~ GIO to cover the Charge Reserve Amount or the Growth Cap Rate for the next available Segment does not qualify per your minimum Growth Cap Rate instructions and the conditions listed above, then your amount in the applicable MSO Holding Account will remain there until we receive further instruction from you. We will mail you a notice informing you that your account value did or did not transfer from the applicable MSO Holding Account into a Segment. These notices are mailed on or about the next business day after the applicable Segment Start Date.

10Participation Rate

The Participation Rate is the percentage of the Index Performance Rate that we will use to determine the Segment Index-Linked Rate of Return. The Participation Rate for each Indexed Option is currently 100%. If we offer a Participation Rate of less than 100%, then your Index-Linked Rate of Return will be lower.

Growth Cap Rate

The Growth Cap Rate is generally the maximum rate of return earned on the Segment Account Value. By allocating your account value to the Segments offered under the MSO, you can participate in the performance of the Index, as limited by the Participation Rate, generally up to the applicable Growth Cap Rate that we declare on the Segment Start Date. The Growth Cap Rate may limit your participation in any increases in the underlying Index.

Please note that you will not know the Growth Cap Rate for a new Segment until after the account value has been transferred from the applicable MSO Holding Account into the Segment and you are not allowed to transfer the account value out of a Segment before the Segment Maturity Date. Please see “Transfers” below.

Our minimum Growth Cap Rate for 1 year Standard Segment with a -10% buffer is 5%. Our minimum Growth Cap Rate for 1 year Standard Segment with a -15% buffer is 4.5%. Our minimum Growth Cap Rate for 1 year Standard Segment with a -20% buffer is 4.25%. Our minimum Growth Cap Rate for a 1 year Step Up Segment and a 1 year Dual Direction Segment is 4.5%. We guarantee that for the life of your policy we will not open a Segment with a Growth Cap Rate below the applicable minimum Growth Cap Rate. Any increases in the Growth Cap Rate above the minimum are set at the Company’s sole discretion.

As part of your instructions when you’ve selected the MSO, you may specify what your minimum acceptable Growth Cap Rate is for a Segment of each Indexed Option. If the Growth Cap Rate we set, on the Segment Start Date, is below the minimum you specified then the account value will not be transferred from the applicable MSO Holding Account into that Segment. If you do not specify a minimum Growth Cap Rate then your minimum Growth Cap Rate will be set at the guaranteed minimum Growth Cap Rate for that Indexed Option. Therefore, if you do not specify a minimum acceptable Growth Cap Rate (permitted range of 5-10%) for one or more Indexed Options, account value could transfer into a Segment with a Growth Cap Rate that may be lower than what you would have chosen. In addition, for account value to transfer into a Segment from an MSO Holding Account, the Growth Cap Rate must be greater than the sum of the annual interest rate we are currently crediting on the GIO (“A”), the current annualized monthly Variable Index Segment Account Charge rate (“B”) and the current annualized monthly mortality and expense risk charge rate (“C”). The Growth Cap Rate must be greater than (A+B+C).

For example, assume that the annual interest rate we are currently crediting on the GIO is 4.00%, the current annualized monthly Variable Index Segment Account charge rate is 0.40%, and the annualized monthly mortality and expense risk charge rate is 0.85%. Because these numbers total 5.25%, no amounts would be transferred into any Segment unless we declare a Growth Cap Rate that is higher than 5.25%.

You may also subsequently change your minimum Growth Cap Rates by contacting us at our Administrative Office.

Segment Buffer

The Segment Buffer is currently -10% or -15% or -20% as applicable. The Segment Buffer may vary by Indexed Option. The Segment Buffer will not change during a Segment Term.

The Segment Buffer protects you from negative Index performance up to the amount of the Segment Buffer. For example, if hypothetically the Segment Buffer is -10%, then you would be protected from any decline in the Index that is equal to or less than -10%. However, you will bear the entire risk of loss of principal and previously credited interest for the portion of negative performance that exceeds 10%, which means that in this example you could lose up to 90% of principal and previously credited interest. This could happen, for example, if there was a 100% decline in the S&P 500 Price Return Index. The Segment Buffer may vary by Indexed Option. We will always offer a Segment Buffer of at least -10%.

Segment Interim Value

Segment Interim Values, which reflect any Early Distribution Adjustments, will be used in determining policy value available to cover monthly deductions, any applicable proportionate surrender charges for requested face amount reductions, and other distributions; cash surrender values, maximum partial withdrawal values, and maximum loan values subject to any applicable base policy surrender charge. They will also be used in determining whether any outstanding policy loan and accrued loan interest exceeds the Policy Account Value. If the insured person dies during a Segment Term and any Segment Interim Value exceeds its corresponding Segment Account Value, the Segment Interim Value will be used in determining the death benefit, if applicable.

Segment Maturity

Near the end of the Segment Term, we will notify you between 15 and 45 days before the Segment Maturity Date that a Segment is about to mature. At that time, you may choose to have all or a part of:

(a) the Segment Maturity Value rolled over into the MSO Holding Account for the same Indexed Option; or

(b) the Segment Maturity Value transferred tointo the ~~variable~~MSO ~~investment~~Holding ~~options~~Account ~~available~~for ~~under~~one ~~your~~or ~~policy~~more other Indexed Options; or

(c) the Segment Maturity ~~GIO~~Value transferred to the ~~Unloaned~~variable ~~GIO~~investment ~~subject~~options toavailable ~~any~~under ~~Segment~~your ~~Maturity~~policy; ~~GIO~~or ~~Limitation that we may impose.~~

If(d) ~~we do not receive your transfer instructions before~~ the Segment ~~Maturity~~ ~~Date, your Segment~~ Maturity Value ~~will~~transferred ~~automatically be rolled over into the MSO Holding Account for investment in the next available Segment, subject~~ to the ~~conditions listed under “Segments” above~~GIO.

~~However,~~If if we ~~are~~do not ~~offering~~receive ~~the~~your ~~MSO at that time, we will~~ transfer ~~the Segment Maturity Value to the investment options available under your policy per your~~ instructions orbefore to the ~~EQ/Money Market investment option if no instructions are received. If the~~ Segment Maturity ~~GIO Limitation is in effect~~Date, ~~then you may only allocate up to a specified percentage of~~ your Segment Maturity Value ~~to the guaranteed interest option. That limitation~~ will ~~never~~automatically be ~~less~~rolled ~~than~~over 5%into ~~of your Segment Maturity Value. Any portion of~~ the ~~Segment~~MSO ~~Maturity Value that is allocated to the guaranteed~~Holding ~~interest~~Account ~~option in excess~~ of the ~~Segment~~same ~~Maturity~~Indexed ~~GIO~~Option ~~Limitation~~for ~~will be allocated to the EQ/Money Market variable~~ investment ~~option~~in ~~unless we receive your instructions prior to~~ the ~~Segment~~next ~~Maturity~~available ~~Date that the~~ Segment, ~~Maturity~~subject ~~Value should be allocated~~ to ~~any~~the ~~other~~conditions ~~available~~listed ~~variable~~under ~~investment option. Please see~~ “~~Right to Discontinue and Limit Amounts Allocated to the MSO~~Segments” ~~and “Segment Maturity GIO Limitation” for more information~~above. Although under the appropriate variable life insurance policy we reserve the right to apply a transfer charge up to $25 for each transfer among your investment options, there will be no transfer charges for any of the transfers discussed in this section.

~~Growth~~However, ~~Cap~~if ~~Rate~~we are not offering the same Indexed Option under the MSO at that time, we will transfer the Segment

By Maturity ~~allocating~~Value to the investment options available under your ~~account~~policy ~~value~~per your instructions or to the ~~MSO,~~EQ/Money ~~you~~Market ~~can~~investment ~~participate~~option inif ~~the~~no ~~performance~~instructions ofare received. Although under the variable life insurance policy we reserve the ~~Index~~right to apply a transfer charge up to ~~the~~$25 ~~applicable~~for ~~Growth~~each ~~Cap~~transfer ~~Rate~~among ~~that~~your weinvestment ~~declare~~options, onthere will be no transfer charges for any of the ~~Segment~~transfers ~~Start~~discussed ~~Date~~in this section.

~~Please note that this means you will not know the Growth Cap Rate for a new~~ Segment ~~until after the account value has been transferred from the MSO Holding Account into the Segment and you are not allowed to transfer the account value out of a Segment before the Segment~~ Maturity ~~Date.~~Value ~~Please see “Transfers” below.~~

~~Each~~We ~~Segment~~calculate isyour ~~likely~~Segment toMaturity ~~have~~Value aon ~~different Growth Cap Rate. However,~~ the ~~Growth~~Segment ~~Cap Rate will never be less than 6%.~~

~~Your~~Maturity ~~protection~~Date ~~against~~using ~~negative~~your ~~performance for a~~ Segment ~~held~~Account ~~until~~Value ~~its~~and ~~Segment Maturity~~the ~~Date is currently -10%~~

(“Downside Protection” also referred to in your policy as the “Segment Loss Absorption Threshold Rate”). We reserve the right, for new Segments, to increase your Downside Protection against negative performance. For example, if we were to adjust the Downside Protection for a Segment to -100%, the Index-Linked Rate of Return ~~for that Segment would not go below 0%~~. ~~Please note~~ that any increase in the protection against negative performance would likely result in a lower Growth Cap Rate than would otherwise apply. We will provide notice between 15 and 45 days before any change in the Downside Protection is effective. Any change would only apply to new Segments started after the effective date of the change, which (coupled with the 15-45 day notice we will give) will afford you the opportunity to decline to participate in any Segment that reflects a change in the Downside Protection.

~~Any increases~~Your inSegment ~~the~~Maturity ~~Growth~~Value ~~Cap~~for ~~Rate~~all ~~above~~Segments ~~the~~is ~~minimum~~calculated 6%as ~~and~~follows: increases in Downside Protection from the minimum -10% are set at the Company’s sole discretion. However, the Growth Cap Rate can never be less than 6% and we may only increase your Downside Protection from the current -10%.

AsWe ~~part~~multiply of your ~~initial instructions~~Segment inAccount ~~selecting~~Value ~~the~~by ~~MSO, you will specify what~~ your ~~minimum~~Index-Linked ~~acceptable Growth Cap~~ Rate isof ~~for~~Return ato ~~Segment.~~get ~~You~~your Index-Linked ~~may specify a minimum Growth Cap Rate from 6% to 10%~~Return. IfYour ~~the Growth Cap Rate we set, on the~~ Segment ~~Start~~Maturity ~~Date,~~Value is ~~below~~equal ~~the minimum~~to ~~you~~your ~~specified~~Segment ~~then the account value will not be transferred from the MSO Holding~~ Account ~~into~~Value ~~that~~plus ~~Segment. If you do not specify a minimum Growth Cap Rate then~~ your ~~minimum~~Index-Linked ~~Growth Cap Rate will be set at 6%~~Return. ~~Therefore,~~Your ifIndex-Linked ~~you~~Return ~~do not specify a minimum acceptable Growth Cap Rate, account value could transfer into a Segment with a Growth Cap Rate that~~ may be ~~lower than what you would have chosen. In addition~~negative, ~~for~~in ~~account~~which ~~value~~case toyour ~~transfer into a~~ Segment ~~from~~Maturity ~~the~~Value ~~MSO~~will ~~Holding Account, the Growth Cap Rate must~~ be ~~greater~~less than ~~the~~your ~~sum of the annual interest rate we are currently crediting on the Unloaned GIO (“A”), the Variable Index Benefit Charge rate (“B”), the annualized monthly Variable Index~~ Segment Account ~~Charge rate (“C”) and the current annualized monthly mortality and expense risk charge rate (“D”)~~Value. ~~The Growth Cap Rate must be greater than (A+B+C+D).~~

For ~~example,~~Standard ~~assume that the annual interest rate we are currently crediting on the Unloaned GIO were 4.00%~~Segments, the ~~Variable~~ Index-Linked ~~Benefit~~Rate ~~Charge~~of ~~rate~~Return ~~were~~is ~~0.0%,~~equal to the ~~annualized monthly Variable~~ Index ~~Segment Account charge rate were 1.40% and the annualized monthly mortality and expense risk charge rate were 0.85%. Based on those~~Performance ~~assumptions~~Rate, ~~(which~~subject ~~we provide only for illustrative purposes and will not necessarily correspond~~ to ~~actual~~the ~~rates), because these numbers total 6.25%, no amounts would be transferred into any Segment unless we declare a~~ Growth Cap Rate, ~~that~~Participation isRate ~~higher than~~and ~~6.25%.~~Segment ~~Please~~Buffer, ~~see~~as ~~“Index-Linked~~follows: ~~Return” later in this Prospectus for more information.~~

As another example, you may specify a minimum Growth Cap Rate of 8%. If we set the Growth Cap Rate at 8% or higher for a Segment then a transfer from the MSO Holding Account will be made into that new Segment provided all


Indexed Options – Standard
If the Index Performance Rate multiplied by the Participation Rate:		Then the Index-Linked Rate of Return will be:
Is greater than the Growth Cap Rate for the Segment Term		Equal to the Growth Cap Rate
Is greater than 0% but less than or equal to the Growth Cap Rate for the Segment Term**		Equal to the Index Performance Rate multiplied by the Participation Rate
Is less than or equal to 0% but greater than or equal to the Segment Buffer for the Segment Term		Equal to 0%
Is less than the Segment Buffer for the Segment Term		Equal to the Index Performance Rate multiplied by the Participation Rate, less the Segment Buffer

11** If the Index Performance Rate is zero, the Segment Index-Linked Rate of Return is zero.

~~other~~These ~~requirements~~values ~~and conditions discussed in this Prospectus~~ are ~~met.~~based Ifon ~~we set~~ the ~~Growth~~value ~~Cap~~of ~~Rate~~the ~~below~~relevant 8%Index ~~then~~on ~~no transfer from~~ the ~~MSO~~Segment ~~Holding~~Start ~~Account~~Date ~~will~~and bethe Segment ~~made~~Maturity ~~into that Segment~~Date. ~~No transfer~~Any ~~will~~fluctuations bein ~~made~~the ~~until~~value aof ~~Segment~~the ~~Growth~~Index ~~Cap~~between ~~Rate~~those ~~equal~~dates ~~to or greater than 8%~~ is ~~set~~ignored ~~and~~in ~~all~~calculating ~~requirements~~the ~~are~~Index-Linked ~~met~~Rate ~~or you transfer account value out~~ of ~~the MSO Holding Account~~Return.

For Step Up Segments, the Index-Linked Rate of Return is equal to:

•

the Growth Cap Rate if the Index Performance Rate (the percentage change in the value of the related Index from the Segment Start Date to the Segment Maturity

Date) multiplied by the Participation Rate is greater than or equal to zero or

•

0% if the Index Performance Rate multiplied by the Participation Rate is negative but greater than or equal to the Segment Buffer or

•

the Index Performance Rate multiplied by the Participation Rate, less the Segment Buffer, if the Index Performance Rate multiplied by the Participation Rate is less than the Segment Buffer, as follows:


Indexed Option – Step Up
If the Index Performance Rate multiplied by the Participation Rate:		Then the Index-Linked Rate of Return will be:
Is greater than the Growth Cap Rate for the Segment Term		Equal to the Growth Cap Rate
Is greater than or equal to 0% but less than or equal to the Growth Cap Rate for the Segment Term		Equal to the Growth Cap Rate
Is less than 0% but greater than or equal to the Segment Buffer for the Segment Term		Equal to 0%
Is less than the Segment Buffer for the Segment Term		Equal to the Index Performance Rate multiplied by the Participation Rate, less the Segment Buffer

These values are based on the value of the relevant Index on the Segment Start Date and the Segment Maturity Date. Any fluctuations in the value of the Index between those dates is ignored in calculating the Index-Linked Rate of Return.

Please note: Because of the way the Index-Linked Rate of Return is calculated for Step Up Segments, when the Index Performance Rate is near zero, a very small difference in the Index Performance Rate on the Segment Maturity Date can result in a very different Index-Linked Rate of Return. For example, if the Growth Cap Rate is 8.00%, the Participation Rate is 100%, and the Index Performance Rate is 0.00% on the Segment Maturity Date, the Index-Linked Rate of Return would be 8.00% whereas, if the Index Performance Rate is -0.01% on the Segment Maturity Date the Index-Linked Rate of Return is 0.00%.

For Dual Direction Segments, the Index-Linked Rate of Return is equal to the Index Performance Rate multiplied by the Participation Rate subject to the Growth Cap Rate for positive and flat Index Performance Rates and the absolute value of negative Index Performance Rates multiplied by the Participation Rate unless the Index Performance Rate multiplied by the Participation Rate is less than the Segment Buffer in which case it is equal to the Index Performance Rate multiplied by the Participation Rate subject to the Segment Buffer as follows:


Indexed Option – Dual Direction
If the Index Performance Rate multiplied by the Participation Rate:		Then the Index-Linked Rate of Return will be:
Is greater than the Growth Cap Rate for the Segment Term		Equal to the Growth Cap Rate


Indexed Option – Dual Direction
Is greater than or equal to 0% but less than or equal to the Growth Cap Rate for the Segment Term**		Equal to the Index Performance Rate multiplied by the Participation Rate
Is less than 0% but greater than or equal to the Segment Buffer for the Segment Term		Equal to the absolute value* of the Index Performance Rate multiplied by Participation Rate
Is less than the Segment Buffer for the Segment Term		Equal to the Index Performance Rate multiplied by the Participation Rate, less the Segment Buffer

*	The absolute value of a number is simply that number without regard to it being positive or negative (e.g., without regard to its mathematical sign). For example, the absolute value of -3 is 3.

**	If the Index Performance Rate is zero, the Segment Index-Linked Rate of Return is zero.

Please note:

•

If the Index Performance Rate multiplied by the Participation Rate is negative but greater than or equal to the Segment Buffer, and if the absolute value of the Index Performance Rate multiplied by the Participation Rate is greater than the Growth Cap Rate, then the resulting Index-Linked Rate of Return will be greater than the Growth Cap Rate. For example, if the Participation Rate is 100% and the Index Performance Rate is -8%, the Growth Cap Rate is 6%, and the Segment Buffer is -10%, then the Index-Linked Rate of Return would be 8%.

•

Because of the way the Index-Linked Rate of Return is calculated for Dual Direction Segments, when the Index Performance Rate multiplied by the Participation Rate is near the Segment Buffer, a very small difference in the Index Performance Rate on the Segment Maturity Date can result in a very different Index-Linked Rate of Return. For example, for a 1-year Dual Direction Segment with a -10% Segment Buffer and a Participation Rate of 100%, if the Index Performance Rate is -10.00% on the Segment Maturity Date the Index-Linked Rate of Return is 10.00% whereas, if the Index Performance Rate is -10.01% on the Segment Maturity Date the Index-Linked Rate of Return is -0.01%.

•

Because of the way the Index-Linked Rate of Return is calculated for Dual Direction Segments, in certain situations the Index-Linked Rate of Return may be greater for negative Index Performance Rates than for the corresponding positive Index Performance Rates. For example, for a 1-year Dual Direction Segment with a Growth Cap Rate of 7%, a Participation Rate of 100%, and a -10% Segment Buffer, if the Index Performance Rate is -9% on the Segment Maturity Date then the Index-Linked Rate of Return is 9% whereas, if the Index Performance Rate is 9% on the Segment Maturity Date, then the Index-Linked Rate of Return is 7%.

Standard Segment Examples

Assume that you have a variable life insurance policy with a Policy Account Value of $100,000 and invest $1,000 in an

S&P 500 Price Return Index, 1-year Standard Segment with a -10% Segment Buffer and a Participation Rate of 95%, we set the Growth Cap Rate for that Segment at 10%, and you make no Early Distributions from the Segment.

If the S&P 500 Price Return Index is 20% higher on the Segment Maturity Date than on the Segment Start Date, you will receive a 10% Index-Linked Rate of Return, and your Segment Maturity Value would be $1,100.00. We reach that amount as follows:

•

The Index Performance Rate (20%) multiplied by the Participation Rate (95%) equals 19%, which is greater than the Growth Cap Rate (10%), so the Index-Linked Rate of Return is equal to the Growth Cap Rate (10%).

•

The Index-Linked Return ($100.00) is equal to the Segment Account Value ($1,000) multiplied by the Index-Linked Rate of Return (10.00%).

•

The Segment Maturity Value ($1,100.00) is equal to the Segment Account Value ($1,000) plus the Index-Linked Return ($100.00).

If the S&P 500 Price Return Index is only 5% higher on the Segment Maturity Date than on the Segment Start Date, then you will receive a 4.75% Index-Linked Rate of Return, and your Segment Maturity Value would be $1,047.50. We reach that amount as follows:

•

The Index Performance Rate (5%) multiplied by the participation rate (95%) equals 4.75%, which is less than the Growth Cap Rate (10%), so the Index-Linked Rate of Return is equal to the Index Performance Rate multiplied by the Participation Rate (4.75%).

•

The Index-Linked Return ($47.50) is equal to the Segment Account Value ($1,000) multiplied by the Index-Linked Rate of Return (4.75%).

•

The Segment Maturity Value ($1,047.50) is equal to the Segment Account Value ($1,000) plus the Index-Linked Return ($47.50).

If the S&P 500 Price Return Index is 5% lower on the Segment Maturity Date than on the Segment Start Date, then you will receive a 0% Index-Linked Rate of Return, and your Segment Maturity Value would be $1,000.00. We reach that amount as follows:

•

The Index Performance Rate (-5%) multiplied by the Participation Rate (95%) is -4.75%, which is less than 0% but greater than or equal to the Segment Buffer (-10%), so the Index-Linked Rate of Return is 0%.

•

The Index-Linked Return ($0) is equal to the Segment Account Value ($1,000) multiplied by the Index-Linked Rate of Return (0%).

•

The Segment Maturity Value ($1,000.00) is equal to the Segment Account Value ($1,000) plus the Index-Linked Return ($0).

If the S&P 500 Price Return Index is 15% lower on the Segment Maturity Date than on the Segment Start Date,

then you will receive a -4.25% Index-Linked Rate of Return, and your Segment Maturity Value would be $957.50. We reach that amount as follows:

•

The Index Performance Rate (-15%) multiplied by the participation rate (95%) is -14.25%, which is less than the Segment Buffer, so the Index-Linked Rate of Return is equal to -14.25% less the Segment Buffer (-10%), or -4.25%.

•

The Index-Linked Return (-$42.50) is equal to the Segment Account Value ($1,000) multiplied by the Index-Linked Rate of Return (-4.25%).

•

The Segment Maturity Value ($957.50) is equal to the Segment Account Value ($1,000) plus the Index-Linked Return (-$42.50).

Step Up Segment Examples

Assume that you have a variable life insurance policy with a Policy Account Value of $100,000 and invest $1,000 in an S&P 500 Price Return Index 1-year Step up Segment with a -10% Segment Buffer, and a Participation Rate of 95%, we set the Growth Cap Rate for that Segment at 8%, and you make no Early Distributions from the Segment.

If the S&P 500 Price Return Index is 10% higher on the Segment Maturity Date than on the Segment Start Date, you will receive an 8% Index-Linked Rate of Return, and your Segment Maturity Value would be $1,080.00. We reach that amount as follows:

•

The Index Performance Rate (10%) multiplied by the Participation Rate (95%) is 9.5%, which is greater than or equal to zero, so the Index-Linked Rate of Return is equal to the Growth Cap Rate (8%).

•

The Index-Linked Return ($80.00) is equal to the Segment Account Value ($1,000) multiplied by the Index-Linked Rate of Return (8%).

•

The Segment Maturity Value ($1,080.00) is equal to the Segment Account Value ($1,000) plus the Index-Linked Return ($80.00).

If the S&P 500 Price Return Index is flat (0% return) on the Segment Maturity Date, you will receive an 8% Index-Linked Rate of Return, and your Segment Maturity Value would be $1,080.00. We reach that amount as follows:

•

The Index Performance Rate (0%) multiplied by the Participation Rate (95%) is greater than or equal to zero, so the Index-Linked Rate of Return (8%) is equal to the Growth Cap Rate.

•

The Index-Linked Return ($80.00) is equal to the Segment Account Value ($1,000) multiplied by the Index-Linked Rate of Return (8%).

•

The Segment Maturity Value ($1,080.00) is equal to the Segment Account Value ($1,000) plus the Index-Linked Return ($80.00).

If the S&P 500 Price Return Index is 15% lower on the Segment Maturity Date than on the Segment Start Date, then you

will receive a -4.25% Index-Linked Rate of Return, and your Segment Maturity Value would be $957.50. We reach that amount as follows:

•

The Index-Linked Return (-$42.50) is equal to the Segment Account Value ($1,000) multiplied by the Index-Linked Rate of Return (-4.25%).

•

The Segment Maturity Value ($957.50) is equal to the Segment Account Value ($1,000) plus the Index-Linked Return (-$42.50).

Dual Direction Segment Examples

Assume that you have a variable life insurance policy with a Policy Account Value of $100,000 and invest $1,000 in an S&P 500 Price Return Index 1-year Dual Direction Segment with a -10% Segment Buffer, and a Participation Rate of 95%, we set the Growth Cap Rate for that Segment at 9%, and you make no Early Distributions from the Segment.

If the S&P 500 Price Return Index is 20% higher on the Segment Maturity Date than on the Segment Start Date, you will receive a 9% Index-Linked Rate of Return, and your Segment Maturity Value would be $1,090.00. We reach that amount as follows:

•

The Index Performance Rate (20%) multiplied by the Participation Rate (95%) is 19%, which is greater than the Growth Cap Rate (9%), so the Index-Linked Rate of Return is equal to the Growth Cap Rate (9%).

•

The Index-Linked Return ($90.00) is equal to the Segment Account Value ($1,000) multiplied by the Index-Linked Rate of Return (9%).

•

The Segment Maturity Value ($1090.00) is equal to the Segment Account Value ($1,000) plus the Index-Linked Return ($90.00).

If the S&P 500 Price Return Index is 5% higher on the Segment Maturity Date than on the Segment Start Date, you will receive a 4.75% Index-Linked Rate of Return, and your Segment Maturity Value would be $1047.50. We reach that amount as follows:

•

The Index Performance Rate (5%) multiplied by the Participation Rate (95%) is 4.75%, which is less than the Growth Cap Rate (9%), so the Index-Linked Rate of Return is equal to 4.75%.

•

The Index-Linked Return ($47.50) is equal to the Segment Account Value ($1,000) multiplied by the Index-Linked Rate of Return (4.75%).

•

The Segment Maturity Value ($1,047.50) is equal to the Segment Account Value ($1,000) plus the Index-Linked Return ($47.50).

If the S&P 500 Price Return Index is 5% lower on the Segment Maturity Date than on the Segment Start Date, then

you will receive a 4.75% Index-Linked Rate of Return, and your Segment Maturity Value would be $1047.50. We reach that amount as follows:

•

The Index Performance Rate (-5%) multiplied by the Participation Rate (95%) is -4.75%, which is not more negative than the Segment buffer (-10%), so the Index-Linked Rate of Return is the absolute value of (|-4.75%|).

•

The Index-Linked Return ($47.50) is equal to the Segment Account Value ($1,000) multiplied by the Index-Linked Rate of Return (4.75%).

•

The Segment Maturity Value ($1047.50) is equal to the Segment Account Value ($1,000) plus the Index-Linked Return ($47.50).

If the S&P 500 Price Return Index is 15% lower on the Segment Maturity Date than on the Segment Start Date,

then you will receive a -4.25% Index-Linked Rate of Return, and your Segment Maturity Value would be $957.50. We reach that amount as follows:

•

The Index Performance Rate (-15%) multiplied by the Participation Rate (95%) is -14.25%. The Segment Buffer absorbs the first 10% of negative performance, so the Index-Linked Rate of Return is -4.25%.

•

The Index-Linked Return (-$42.50) is equal to the Segment Account Value ($1,000) multiplied by the Index-Linked Rate of Return (-4.25%).

•

The Segment Maturity Value ($957.50) is equal to the Segment Account Value ($1,000) plus the Index-Linked Return (-$42.50).

Index-Linked Return

We calculate the Index-Linked Return for a Segment by taking the Index-Linked Rate of Return and multiplying it by the Segment Account Value on the Segment Maturity Date. The Segment Account Value is ~~net of~~ the ~~Variable~~Initial ~~Index~~Segment ~~Benefit~~Account ~~Charge~~Value ~~described~~net ~~below~~of ~~as well as~~ any ~~monthly~~Early ~~deductions,~~Distributions ~~policy loans~~ and ~~unpaid interest, distributions from the policy that we deem necessary to continue to qualify the policy as life insurance under applicable tax law and~~ any corresponding Early Distribution Adjustments. The Segment Account Value does not include the Charge Reserve Amount described ~~later~~ in this Prospectus.

The ~~following table demonstrates the~~ Index-Linked ~~Rate~~Return ofis ~~Return~~only ~~and~~applied ~~the~~to ~~Segment~~amounts ~~Maturity~~that ~~Value~~remain onin a Segment until the Segment Maturity Date. ~~based~~For ~~upon~~example, a ~~hypothetical~~surrender ~~range~~ of ~~returns~~your ~~for~~policy ~~the~~before ~~S&P~~Segment ~~500~~maturity ~~Price~~will eliminate any Index-Linked Return ~~index.~~and ~~This~~will ~~example~~forfeit ~~assumes~~any apositive ~~15%~~Index-Linked ~~Growth~~Return ~~Cap~~that ~~Rate~~might ~~and~~otherwise ahave ~~$1,000 investment~~been incredited on the ~~MSO~~ Segment Maturity Date.

Index PerformanceRate of the S&P 500Price Return index	Index-Linked Rate of Return	Segment MaturityValue
50%	15%	$1,150
25%	15%	$1,150
10%	10%	$1,100
0%	0%	$1,000
-10%	0%	$1,000
-25%	-15%	$850
-50%	-40%	$600
-75%	-65%	$350
-100%	-90%	$100

Early Distribution Adjustment

~~For~~Before ~~instance,~~the weSegment ~~may~~Maturity ~~set~~Date, ~~the~~if ~~Growth~~you ~~Cap~~surrender ~~Rate~~your ~~at 15%. Therefore~~policy, iftake ~~the~~a ~~Index~~partial ~~has~~withdrawal ~~gone~~or uploan from ~~20%~~a ~~over your~~ Segment ~~Term,~~or ~~you~~have ~~will~~another ~~receive~~Early aDistribution, ~~15%~~we ~~credit~~will toapply ~~your~~an ~~Segment~~Early ~~Account~~Distribution ~~Value~~Adjustment onand calculate the Segment ~~Maturity~~Interim ~~Date~~Value. IfWe ~~the~~apply ~~Index~~an ~~had~~EDA ~~gone~~to upprotect byourselves ~~13%~~ from ~~your~~significant ~~Segment~~market ~~Start~~losses ~~Date~~if toan ~~your~~owner ~~Segment~~withdraws ~~Maturity~~from ~~Date then you would receive~~ a ~~credit of 13% to your~~ Segment before ~~Account Value on~~ the Segment Maturity Date.

IfThe ~~the~~Segment ~~Index~~Interim ~~had~~Value ~~gone~~is ~~down~~calculated ~~10%~~based ~~over~~on the estimated ~~Segment~~current ~~Term~~value ~~then you would receive a return~~ of 0%financial toinstruments ~~your~~representing ~~Segment~~our ~~Account Value on the Segment Maturity Date.~~

If21 the Index had gone down by 15% by your Segment Maturity Date then your Segment Account Value would be reduced by 5% on the Segment Maturity Date. The Downside Protection feature of the MSO will absorb the negative performance of the Index up to -10%.

~~The~~ obligation ~~minimum~~to ~~Growth~~provide ~~Cap~~your ~~Rate~~Segment isMaturity 6%Value on the Segment Maturity Date. ~~However,~~Appendix: ~~account~~“Examples ~~value~~of ~~will~~Segment ~~only~~Interim ~~transfer~~Values ~~into~~and aEarly ~~new~~Distribution ~~Segment~~Adjustments” ~~from~~sets forth the calculation ~~MSO~~formula ~~Holding Account~~as ifwell ~~the~~as ~~Growth~~numerous ~~Cap~~hypothetical ~~Rate~~examples. The formula is ~~equal~~calculated toby oradding ~~greater~~the ~~than~~fair ~~your~~value ~~specified~~of ~~minimum~~two ~~Growth~~components. ~~Cap~~These ~~Rate~~components ~~and~~provide ~~meets~~us with a market value estimate of the ~~conditions~~risk ~~discussed~~of ~~earlier~~loss inand the ~~“Growth~~possibility ~~Cap~~of ~~Rate”~~gain ~~section~~at the end of a Segment. These components are used to calculate the Segment Interim Value. The two components are:

In(1) ~~those~~Fair ~~instances where the account~~ value inof ~~the~~hypothetical ~~MSO~~fixed ~~Holding~~instruments; Account does not transfer into a new Segment, the account value will remain in the MSO Holding Account until the next available, qualifying Segment unless you transfer the account value into the Unloaned GIO and~~/or other investment option available under your policy subject to any conditions and restrictions.~~

For instance, if we declare the Growth Cap Rate to be 6% and your specified minimum Growth Cap Rate is 6% but we are currently crediting an annual interest rate on the Unloaned GIO that is greater than or equal to 6% minus the sum of the charges (~~B+C+D~~2) ~~discussed~~Fair ~~in the Growth Cap Rate section then your account~~ value ~~will remain~~of inhypothetical ~~the MSO Holding Account on the date the new Segment would have started~~derivatives.

AsAn ~~indicated~~EDA ~~above~~may be positive, ~~you~~negative ~~must~~or ~~transfer~~zero. ~~account~~In ~~value~~the ~~out~~event of an Early Distribution even if the Index ~~MSO~~has ~~Holding~~experienced ~~Account~~positive ~~into~~performance since the ~~Unloaned~~Segment ~~GIO~~Start Date, the EDA may cause you to lose principal and~~/or~~ ~~other~~previously ~~investment~~credited ~~options~~interest ~~available~~and ~~under~~that ~~your~~loss ~~policy~~may ifbe ~~you~~substantial. doThat ~~not~~is ~~want~~because tothere ~~remain~~is inalways some risk that the ~~MSO~~Index ~~Holding~~would have declined by the Segment Maturity Date such that you would suffer a loss if the Segment were continued (without taking any Early Distribution) until that time. The overall impact of the EDA may be to reduce your Segment Account Value and your other policy values.

IfImportant weConsiderations declare the Growth Cap Rate to be 6% and your specified minimum Growth Cap Rate is 6% and if the sum of the charges (B+C+D) discussed in the “Growth Cap Rate” section plus the annual interest rate on the Unloaned GIO are less than 6% and all requirements are met then the net amount of the account value in the MSO Holding Account will transfer into a new Segment.

IfWhen ~~you~~any ~~specified~~partial withdrawal, surrender, loan, charge deduction or other distribution is made from a ~~minimum~~Segment ~~Growth~~before ~~Cap~~its ~~Rate~~Segment Maturity Date, you may forfeit positive Index-Linked Return that might otherwise have been credited on the Segment Maturity Date. Instead, any of ~~10%~~these pre-Segment Maturity Date distributions will cause an EDA to be applied that could result in ~~the~~a ~~above~~reduction ~~examples~~in ~~then~~your ~~account~~values. ~~value~~Surrender ~~would~~charges ~~not~~and ~~transfer~~tax ~~into~~consequences also could apply to Early Distributions. Therefore, you should give careful consideration before taking any such early loan, partial withdrawal or surrender, exercising a ~~new~~rider ~~Segment~~or ~~from~~allowing the ~~MSO~~value ~~Holding~~in ~~Account~~your ~~because~~other ~~the~~investment ~~Growth~~options ~~Cap~~to ~~Rate~~fall ~~did~~so ~~not~~low ~~meet~~that ~~your~~we ~~specified minimum~~must ~~Growth~~make ~~Cap~~any ~~Rate~~monthly deduction from a Segment.

~~The~~For ~~Index-Linked~~the ~~Return~~reasons isdiscussed ~~only~~above, ~~applied~~the ~~to amounts~~Early ~~that~~Distribution ~~remain~~Adjustment into athe Segment ~~until~~Account Value could reduce the amount you would receive when you surrender your policy prior to a Segment Maturity Date. For ~~example~~loans, apartial ~~surrender~~withdrawals ofand ~~your~~charge ~~policy~~deductions, ~~before~~the Early Distribution Adjustment may further reduce the account value remaining in the Segment ~~maturity~~Account ~~will~~Value ~~eliminate~~and therefore decrease the Segment Maturity Value. The amount of any ~~Index-Linked~~decrease ~~Return~~in ~~and~~value could be ~~subject~~greater tothan athe ~~Early~~amount ~~Distribution~~of ~~Adjustment~~the loan, withdrawal, or charge.

~~Change~~Appendix: in“Examples ~~Index~~of Segment Interim Values and Early Distribution Adjustments” at the end of this Prospectus provides examples of how the Early Distribution Adjustment is calculated.

If the Index is discontinued or if the calculation of the Index is substantially changed, we reserve the right to substitute an alternative index. We also reserve the right to choose an alternative index at our discretion.

If we were to substitute an alternative index at our discretion, we would provide notice 45 days before making that change. The new index would only apply to new Segments. Any outstanding Segments would mature on their original Segment Maturity Dates.

With an alternative index, the Downside Protection would remain the same or greater. However, an alternative index may reduce the Growth Cap Rates we can offer. We would

attempt to choose a substitute index that has a similar investment objective and risk profile to the S&P 500 Price Return index.

If the S&P 500 Price Return index were to be discontinued or substantially changed, thereby affecting the Index-Linked Return of existing Segments, we will mature the Segments based on the most recently available closing value of the Index before it is discontinued or changed. Such maturity will be as of the date of such most recently available closing value of the Index and we will use that closing value to calculate the Index-linked Return through that date. We would apply the full Index performance to that date subject to the full Growth Cap Rate and Downside Protection. For example, if the Index was up 12% at the time we matured the Segment and the Growth Cap Rate was 8%, we would credit an 8% return to your Segment Account Value. If the Index was down 30% at the time we matured the Segment, we would credit a 20% negative return to your Segment Account Value. We would provide notice about maturing the Segment, as soon as practicable and ask for instructions on where to transfer your Segment Maturity Value.

If we are still offering Segments at that time, you can request that the Segment Maturity Value be invested in a new Segment, in which case we will hold the Segment Maturity Value in the MSO Holding Account for investment in the next available Segment subject to the same terms and conditions discussed above under MSO Holding Account and Segments.

In the case of any of the types of early maturities discussed above, there would be no transfer charges or EDA applied and you can allocate the Segment Maturity Value to the investment options available under your policy. Please see “Segment Maturity” earlier in this Prospectus for more information. If we continued offering new Segments, then such a change in the Index may cause lower Growth Cap Rates to be offered. However, we would still provide a minimum Growth Cap Rate of 6% and minimum Downside Protection of -10%. We also reserve the right to not offer new Segments. Please see “Right to Discontinue and Limit Amounts Allocated to the MSO” later in this Prospectus.

Charges

There is a current annualized percentage charge of 0.40% of any ~~policy~~Policy ~~account~~Account ~~value~~Value allocated to each Segment. ~~We reserve the right to increase or decrease the charge although it will never exceed 1.65%.~~ and

MSO Charges	CurrentNon-guaranteed	GuaranteedMaximum
Variable Index Benefit Charge	0.0%	0.0%
Variable Index Segment Account Charge	0.40%	1.65%
Total	0.40%	1.65%

deducted monthly. We reserve the right to increase or decrease the charge although it will never exceed 1.65%.

~~This~~Please ~~fee~~see ~~table~~“Loan ~~applies~~Interest ~~specifically~~Spread” toin the ~~MSO~~“Fee ~~and should~~Table” bein ~~read~~this inProspectus ~~conjunction~~for ~~with~~information regarding the ~~fee~~loan ~~table~~interest inspread for amounts allocated to the ~~appropriate~~MSO ~~variable~~you ~~life~~would ~~insurance~~pay on any policy ~~prospectus~~loan. ~~Please also see~~

The variable life insurance policy’s ~~Loans~~mortality ~~later~~and inexpense ~~this~~risk ~~Prospectus~~charge ~~for~~will ~~information~~also ~~regarding~~be ~~the~~applicable ~~“spread”~~to ~~you~~a ~~would~~Segment ~~pay~~Account onValue or any ~~policy~~amounts ~~loan~~held in the MSO Holding Accounts.

~~The~~For ~~base~~COIL ~~variable~~IS, ~~life~~we ~~insurance~~currently ~~policy’s~~deduct ~~mortality~~a ~~and~~monthly ~~expense risk~~ charge ~~will also~~at bean ~~applicable~~annual torate aof ~~Segment~~0.35% ~~Account~~during ~~Value~~the orfirst ~~any~~10 ~~amounts~~policy ~~held~~years, 0.15% in ~~the~~policy ~~MSO~~years ~~Holding~~11 ~~Account. The mortality~~ and ~~expense~~in ~~risk~~all ~~charge~~policy isyears thereafter ~~part~~for ofmortality ~~the~~and ~~policy~~expense ~~monthly charges~~risks. ~~Please~~We ~~see~~reserve ~~“How~~the weright ~~deduct~~to ~~policy~~increase ~~monthly~~or ~~charges~~decrease ~~during~~these acharges ~~Segment Term”~~in ~~for more information. Please refer to~~ the ~~appropriate~~future, ~~variable~~although ~~life~~they ~~insurance~~will ~~policy~~never ~~prospectus~~exceed ~~for~~0.50% ~~more~~and ~~information~~0.35%, respectively.

For Equitable Advantage, this charge is currently 0.40% during policy years 1-8 and 0.05% during policy years 9 and later. We reserve the right to increase or decrease this charge in the future, although it will never exceed 1.00% during policy years 1-10 and 0.50% during policy years 11 and later.

For VUL Legacy and VUL Incentive Life Protect, we currently deduct a monthly charge at an annual rate of 0.50% during the first fifteen policy years, with no charge in policy year 16 and thereafter. We reserve the right to increase or decrease these charges in the future, although they will never exceed 0.85%, and to impose the charge in all policy years.

For VUL Optimizer (Series 160) and VUL Optimizer (Series 166), we currently deduct a monthly charge at an annual rate of 0.60% during the first 8 policy years, with no charge in policy year 9 and thereafter. We reserve the right to increase or decrease this charge in the future, although it will never exceed 1.00% during policy years 1–10 and 0.50% during policy years 11 and later.

Amounts in the MSO Holding Accounts reflect fees and expenses of the EQ/Money Market Portfolio, which are described in the prospectuses for the variable life insurance policy and the EQ/Money Market Portfolio. Please refer to the variable life insurance policy prospectus for more information.

An Early Distribution Adjustment will apply to your Segment Account Value, in the event of an Early Distribution, through the Segment Interim Value calculation. An EDA may be positive, negative or zero. The maximum EDA is 90% of Segment Account Value for -10% Segment Buffer, 85% of Segment Account Value for -15% Segment Buffer and 80% of Segment Account Value for -20% Segment Buffer These percentage adjustment amounts represent the loss of Segment Account Value that would be produced by a hypothetical 100% decline in the Index at the time of a total distribution. The actual amount of an Early Distribution Adjustment is determined by a formula that depends on, among other things, how the Index has performed since the Segment Start Date, as discussed in the Appendix: “Examples of Segment Interim Values and Early Distribution Adjustments” in this Prospectus.

Charge Reserve Amount

If you elect the Market Stabilizer Option® II, you are required to ~~maintain~~ have a minimum amount of ~~policy~~Policy ~~account~~Account ~~value~~Value in the Unloaned GIO to approximately cover the estimated monthly charges for the policy, (including, but not limited to, the MSO and any optional riders) for the Segment Term. This is the Charge Reserve Amount.

GIO on the Segment Start Date to approximately cover the estimated monthly charges for the policy, (including, but not limited to, the MSO and any optional riders) for the Segment Term. This is the Charge Reserve Amount.

The Charge Reserve Amount will be determined on each Segment Start Date as an amount projected to be sufficient to cover all of the policy’s monthly deductions during the Segment Term, assuming at the time such calculation is made that no interest or investment performance is credited to or charged against the policy account and that no policy changes or additional premium payments are made. The Charge Reserve Amount on other than a Segment Start Date will be the Charge Reserve Amount determined as of the latest Segment Start Date reduced by each subsequent monthly deduction during the longest remaining Segment Term, although it will never be less than zero. This means, for example, that if you are in a Segment (Segment A) and then enter another Segment (Segment B) 6 months later, the Charge Reserve Amount would be re-calculated on the start date of Segment B. The Charge Reserve Amount would be re-calculated to cover all of the policy’s monthly deductions during the Segment Terms for both Segments A and B.

When you select the MSO, as part of your initial instructions, you will be asked to specify the investment options from which we should transfer the account value to the ~~Unloaned~~ GIO to meet Charge Reserve Amount requirements, if necessary. No transfer restrictions apply to amounts that you wish to transfer into the ~~Unloaned~~ GIO to meet the Charge Reserve Amount requirement. If your values in the variable investment options including the MSO Holding ~~Account~~Accounts and in the ~~unloaned portion of our~~ GIO are insufficient to cover the Charge Reserve Amount, no new Segment will be established. Please see “Segments” above for more information regarding the Charge Reserve Amount and how amounts may be transferred to meet this requirement.

Please note that the Charge Reserve Amount may not be sufficient to cover actual ~~monthly~~ monthly deductions during the Segment Term. Although the Charge Reserve Amount will be re-calculated on each Segment Start Date, and the amount already present in the ~~Unloaned~~ GIO will be supplemented through transfers from your value in the variable investment options including the MSO Holding Accounts, if necessary to meet this requirement, actual monthly deductions could vary up or down during the Segment Term due to various factors including but not limited to requested policy changes, additional premium payments, investment performance, loans, policy partial withdrawals, and any changes we might make to current policy charges.

13Please also refer to the variable life insurance policy prospectus for more information.

Account, if necessary to meet this requirement, actual monthly deductions could vary up or down during the Segment Term due to various factors including but not limited to requested policy changes, additional premium payments, investment performance, loans, policy partial withdrawals from other investment options besides the MSO, and any changes we might make to current policy charges.

How we deduct policy monthly charges during a Segment Term

Under your base variable life insurance policy, monthly deductions are allocated to the variable investment options and the ~~Unloaned~~ GIO according to deduction allocation percentages specified by you or based on a proportionate allocation ~~should~~if any of the individual investment option values beare insufficient.

~~However,~~ or if ~~the~~your ~~Market~~base ~~Stabilizer~~policy ~~Option®~~does isnot ~~elected,~~allow onyou ~~the~~to ~~Segment~~specify ~~Start Date,~~ deduction allocation percentages will be changed so that 100% of monthly deductions will be taken from the Charge Reserve Amount and then any remaining value in the Unloaned GIO, if the Charge Reserve Amount is depleted, during the Segment Term. In addition, if the value in the Unloaned GIO is ever insufficient to cover monthly deductions during the Segment Term, the base policy’s proportionate allocation procedure will be modified as follows:

1.However, ~~The~~if ~~first~~the ~~step~~Market ~~will~~Stabilizer beOption® toII ~~take~~is elected, on the ~~remaining~~Segment Start ~~portion~~Date, deduction allocation percentages will be changed so that 100% of ~~the~~monthly deductions ~~proportionately~~will be taken from the ~~values~~Charge Reserve Amount and then any remaining value in the ~~variable~~GIO, ~~investment~~if ~~options~~the Charge Reserve Amount is depleted, ~~including~~during ~~any~~the Segment Term. In addition, if the value in the ~~MSO~~GIO ~~Holding~~is ~~Account~~ever ~~but~~insufficient ~~excluding~~to ~~any~~cover monthly deductions during the Segment ~~Account~~Term, ~~Values.~~the remaining deductions will be taken as follows:

21. IfThe ~~the~~first ~~Unloaned~~step ~~GIO~~will ~~and~~be ~~variable~~to ~~investment~~take ~~options,~~the ~~including~~remaining ~~any~~portion ~~value~~of in the ~~MSO~~deductions ~~Holding~~proportionately ~~Account,~~from ~~are~~the ~~insufficient~~values ~~to cover deductions~~ in ~~their entirety,~~ the ~~remaining~~variable ~~amount~~investment ~~will~~options, beincluding ~~allocated~~any tovalue in the ~~individual~~MSO ~~Segments~~Holding ~~proportionately,~~Accounts ~~based~~but onexcluding ~~the~~any ~~current~~ Segment ~~Distribution~~Account Values.

2.	If the GIO and variable investment options, including any value in the MSO Holding Accounts, are insufficient to cover deductions in their entirety, the remaining amount will be allocated to the individual Segments proportionately, based on the current Segment Interim Values.

3.	Any portion of a monthly deduction allocated to an individual Segment will generate a corresponding Early Distribution Adjustment of the Segment Account Value.

The effect of those procedures is that account value will be taken out of a Segment to pay a monthly deduction (and an EDA therefore applied) only if there is no remaining account value in any other investment options, as listed in 1. and 2. above.

In addition, your ~~base~~ variable life insurance policy will lapse if your net ~~policy account~~Policy ~~value~~Account orValue or net cash surrender value (please refer to your ~~base~~ variable life insurance policy prospectus for a further explanation of these terms) is not enough to pay your policy’s monthly charges when due (unless one of the available guarantees against termination is applicable). If you have amounts allocated to MSO Segments, the Segment ~~Distribution~~Interim Value will be used in place of the Segment Account Value in calculating the net ~~policy~~Policy ~~account~~Account ~~value~~Value and net cash surrender value.

These modifications will apply during any period in which a Segment exists and has not yet reached its Segment Maturity Date.

~~Early~~Change ~~Distribution~~in ~~Adjustment~~ Index

~~Overview~~Subject to the approval of the insurance supervisory official of the jurisdiction in which this policy is delivered, we have the right to use a substitute index if the publication of the Index is discontinued, if the calculation of the Index is substantially changed, or at our sole discretion, if we determine that our use of the Index should be discontinued because hedging instruments become difficult to acquire, the cost of hedging becomes excessive, the cost of the Index license becomes excessive, and/or the Index’s characteristics have changed substantially. A change in the Index may cause lower Growth Cap Rates to be

~~Before~~23 a Segment matures, if you surrender your policy, take a loan from a Segment or if we should find it necessary to make deductions for monthly charges or other distributions from a Segment, we will apply an Early Distribution Adjustment.

~~The application of the EDA is based on your agreement (under the terms of the MSO) to be exposed to the risk that, at the Segment Maturity Date, the Index will have~~ ~~fallen~~offered byfor ~~more~~future ~~than 10%~~Segments. ~~The~~We ~~EDA~~would ~~uses~~attempt ~~what we refer~~ to aschoose a ~~Put~~broad-based ~~Option Factor to estimate the~~ market ~~value,~~index ~~at the time of an early distribution, of the risk that you would suffer a loss if your Segment were continued (without taking the early distribution) until its Segment Maturity Date. By charging you~~ with ~~a deduction equal to that estimated value,~~ the ~~EDA~~characteristics ~~provides~~described ain ~~treatment~~“Key ~~for~~Features” anabove ~~early~~as ~~distribution that is designed to be consistent with how distributions at the end of~~ a ~~Segment are~~substitute ~~treated when the Index has declined over the course of that Segment~~index.

InIf the ~~event~~Index ofwere anto ~~early~~be ~~distribution~~discontinued or substantially changed prior to Segment Maturity, ~~even~~we ifmay mature the ~~Index~~Segments ~~has~~early ~~experienced~~based ~~positive~~on ~~performance~~the ~~since~~most ~~the~~recently ~~Segment~~available ~~Start~~closing ~~Date,~~value of the ~~EDA~~Index ~~will~~before ~~cause~~it ~~you~~is todiscontinued ~~lose~~or ~~principal through~~changed. If we were to mature the ~~application~~Segment ofearly, we would apply the ~~Put~~full ~~Option~~Index ~~Factor~~performance ~~and~~to that ~~loss~~date ~~may~~subject beto ~~substantial.~~the ~~That~~full Participation isRate, ~~because~~Growth ~~there~~Cap isRate ~~always~~and ~~some~~Segment ~~risk~~Buffer. ~~that~~For example, if the Index ~~would~~was ~~have~~up ~~declined~~12% byat the ~~Segment~~time ~~Maturity~~we ~~Date~~matured ~~such~~the ~~that~~Segment ~~you~~and ~~would~~the ~~suffer~~Segment aBuffer ~~loss~~was if-10%, the ~~Segment~~Participation ~~were continued~~Rate ~~(without~~was ~~taking~~100% ~~any~~and ~~early~~the ~~distribution)~~Growth ~~until~~Cap ~~that~~Rate ~~time.~~was ~~The~~8%, ~~overall~~we ~~impact~~would ofcredit ~~the~~an ~~EDA~~8% return is to ~~reduce~~ your Segment Account Value. ~~and~~If the Index was down 30% at the time we matured the Segment, we would credit a 20% negative return to your ~~other~~Segment ~~policy~~Account ~~values~~Value.

We ~~determine~~will provide notice about maturing the ~~EDA~~Segment early, approximately 30 days before hand if possible, otherwise as soon as feasible, and ask for instructions on where to invest your Segment Maturity Value. If we do not mature the ~~Put~~Segments ~~Option~~early, ~~Factor~~the byoriginal ~~formulas~~Index ~~that~~would ~~are~~be ~~described~~used ~~below~~to calculate performance from the Segment Start Date to the Index closing date and a comparable substitute Index will be used to ~~under~~calculate ~~“Additional~~performance ~~Detail~~from the Index closing date to the Segment Maturity Date.” We will notify you approximately 30 days before such substitution if possible, otherwise as soon as feasible, and ask for instructions on where to invest your Segment Maturity Value.

~~Important~~If ~~Considerations~~we are still offering Segments of that Indexed Option at that time, you can request that the Segment Maturity Value be invested in a new Segment of the same Indexed Option with the substitute Index, in which case we will hold the Segment Maturity Value in the applicable MSO Holding Account for investment in the next available Segment subject to the same terms and conditions discussed above under “MSO Holding Accounts” and “Segments.”

~~When~~In the case of any ~~surrender,~~of ~~loan~~the types of early maturities discussed above, ~~charge~~there ~~deduction~~would be no transfer charges or ~~other~~EDA ~~distribution~~applied ~~is made~~and ~~from~~you acan allocate the Segment ~~before~~Maturity ~~its~~Value to the investment options available under your policy. Please see “Segment Maturity” ~~Date:~~in this Prospectus for more information. If we continued offering new Segments, then such a change in the Index may cause lower Growth Cap Rates to be offered. Please see “Right to Discontinue and Limit Amounts Allocated to the MSO” in this Prospectus.

1. You will forfeit any positive Index performance with respect to these amounts. Instead, any of these pre- Segment Maturity Date distributions will cause an EDA to be applied that will usually result in a reduction in your values. Therefore, you should give careful consideration before taking any such early loan or surrender, or allowing the value in your other investment options to fall so low that we must make any monthly deduction from a Segment; and

2. The EDA will be applied, which means that:

a. If the Index has fallen more than 10% since the Segment Start Date, the EDA would generally have the effect of charging you for (i) the full amount of

that loss below 10%, plus (ii) an additional amount for the risk that the Index might decline further by the Segment Maturity Date. (Please see example III in Appendix “Early Distribution Adjustment Examples” for further information.)

b. If the Index has fallen since the Segment Start Date, but by less than 10%, the EDA would charge you for the risk that, by the Segment Maturity Date, the index might have declined further to a point more than 10% below what it was at the Segment Start Date. (Please see example I in Appendix “Early Distribution Adjustment Examples” for further information.) This charge would generally be less than the amount by which the Index had fallen from the Segment Start Date through the date we apply the EDA. It also would generally be less than it would be under the circumstances in 2a. above.

c. If the Index has risen since the Segment Start Date, the EDA would not credit you with any of such favorable investment performance. Instead, the EDA would charge you for the risk that, by the Segment Maturity Date, the index might have declined to a point more than 10% below what it was at the Segment Start Date. (Please see examples II and IV in Appendix “Early Distribution Adjustment Examples” for further information.) This charge would generally be less than it would be under the circumstances in 2a. and 2b. above.

For the reasons discussed above, the Early Distribution Adjustment to the Segment Account Value will usually reduce the amount you would receive when you surrender your policy prior to a Segment Maturity Date. For loans and charge deductions, the Early Distribution Adjustment would usually further reduce the account value remaining in the Segment Account Value and therefore decrease the Segment Maturity Value.

Additional Detail

For purposes of determining the Segment Distribution Value prior to a Segment Maturity Date, the EDA is the Put Option Factor multiplied by the Segment Account Value.

The Put Option Factor multiplied by the Segment Account Value represents, at any time during the Segment Term, the estimated market value of your potential exposure to negative S&P 500 Price Return index performance that is worse than -10%. The Put Option Factor, on any date, represents the estimated value on that date of a hypothetical “put option” (as described below) on the Index having a notional value equal to $1 and strike price at Segment Maturity equal to $0.90 ($1 plus the Downside Protection which is currently -10%). The strike price of the option ($0.90) is the difference between a 100% loss in the S&P 500 Price Return index at Segment Maturity and the 10% loss at Segment Maturity that would be absorbed by the Downside Protection feature of the MSO (please see “Growth Cap Rate” earlier in this Prospectus for an explanation of the Downside Protection.)

In a put option on an index, the seller will pay the buyer, at the maturity of the option, the difference between the strike price — which was set at issue — and the underlying index closing price, in the event that the closing price is below the strike price. Prior to the maturity of the put option, its value generally will have an inverse relationship with the index. The notional value can be described as the price of the underlying index at inception of the contract. Using a notional value of $1 facilitates computation of the percentage change in the Index and the put option factor.

The Company will utilize a fair market value methodology to determine the Put Option Factor.

For this purpose, we use the Black Scholes formula for valuing a European put option on the S&P 500 Price Return index, assuming a continuous dividend yield, with inputs that are consistent with current market prices.

The inputs to the Black Scholes Model include:

(1) Implied Volatility of the Index — This input varies with (i) how much time remains until the Maturity Date of the Segment from which an early distribution is being made, which is determined by using an expiration date for the hypothetical put option that corresponds to that time remaining and (ii) the relationship between the strike price of the hypothetical put option and the level of the S&P 500 Price Return index at the time of the early distribution. This relationship is referred to as the “moneyness” of the hypothetical put option described above, and is calculated as the ratio of the $0.90 strike price of that hypothetical put option to what the level of the S&P 500 Price Return index would be at the time of the early distribution if the Index had been $1 at the beginning of the Segment. Direct market data for these inputs for any given early distribution are generally not available, because put options on the Index that actually trade in the market have specific maturity dates and moneyness values that are unlikely to correspond precisely to the Maturity Date and moneyness of the hypothetical put option that we use for purposes of calculating the EDA.

Accordingly, we use the following method to estimate the implied volatility of the index. We receive daily quotes of implied volatility from banks using the same Black Scholes model described above and based on the market prices for certain S&P 500 Price Return put options. Specifically, implied volatility quotes are obtained for put options with the closest maturities above and below the actual time remaining in the Segment at the time of the early distribution and, for each maturity, for those put options having the closest moneyness those put options having the closest moneyness value above and below the actual moneyness of the hypothetical put option described above, given the level of the S&P 500 Price Return index at the time of the early distribution. In calculating the Put Option Factor, we will derive a volatility input for your Segment’s time to maturity and strike price by linearly interpolating between the implied volatility quotes that

are based on the actual adjacent maturities and moneyness values described above, as follows:

(a) We first determine the implied volatility of a put option that has the same moneyness as the hypothetical put option but with the closest available time to maturity shorter than your Segment’s remaining time to maturity. This volatility is derived by linearly interpolating between the implied volatilities of put options having the moneyness values that are above and below the moneyness value of the hypothetical put option.

(b) We then determine the implied volatility of a put option that has the same moneyness as the hypothetical put option but with the closest available time to maturity longer than your Segment’s remaining time to maturity. This volatility is derived by linearly interpolating between the implied volatilities of put options having the moneyness values that are above and below the moneyness value of the hypothetical put option.

(c) The volatility input for your Segment’s time to maturity will then be determined by linearly interpolating between the volatilities derived in steps (a) and (b).

(2) Overnight Indexed Swap (OIS) Rate — Key duration OIS rates will be retrieved from a recognized financial reporting vendor. OIS rates will be retrieved for maturities adjacent to the actual time remaining in the Segment at the time of the early distribution. We will use linear interpolation to derive the exact remaining duration rate needed as the input.

(3) Index Dividend Yield — On a daily basis we will get the projected annual dividend yield across the entire Index. This value is a widely used assumption and is readily available from recognized financial reporting vendors.

In general, the Put Option Factor has an inverse relationship with the S&P 500 Price Return index. In addition to the factors discussed above, the Put Option Factor is also influenced by time to Segment Maturity. We determine Put Option Factors at the end of each business day. Generally, a business day is any day the New York Stock Exchange is open for trading. If any inputs to the Black Scholes formula are unavailable on a business day, we would use the value of the input from the most recent preceding business day. The Put Option Factor that applies to a transaction or valuation made on a business day will be the Factor for that day. The Put Option Factor that applies to a transaction or valuation made on a non-business day will be the Factor for the next business day.

Appendix “Early Distribution Adjustment Examples” at the end of this Prospectus provides examples of how the Early Distribution Adjustment is calculated.

Transfers

~~There~~You iscan nomake a transfer at any time to or from the investment options available under your policy subject to any transfer restrictions described in this prospectus and in the prospectus for your variable life policy. The Company does not impose the policy’s $25 transfer charge to transfer into and out of the MSO Holding ~~Account~~Accounts. ~~and~~Any ~~you~~restrictions ~~can make~~applicable ato ~~transfer~~transfers atbetween any ~~time~~MSO toHolding orAccounts and such investment options would be the same transfer

~~from~~restrictions applicable to transfers between the investment options available under your policy. ~~subject~~However, toonce ~~any~~Policy ~~transfer~~Account ~~restrictions~~Value ~~within~~has ~~your~~been ~~policy.~~swept ~~You~~from ~~may~~any ~~not transfer into the~~ MSO Holding ~~Account~~Accounts ~~while~~into ~~the~~a ~~Extended No Lapse~~Segment, ~~Guarantee~~transfers ~~Rider~~into isor inout ~~effect~~of ~~with~~that ~~your~~Segment ~~policy,~~before ifits ~~applicable.~~Segment ~~You~~Maturity ~~must~~Date ~~terminate~~will ~~the~~not ~~Extended~~be ~~No Lapse Guarantee Rider before electing MSO~~permitted. ~~Any~~In ~~restrictions~~order ~~applicable~~ to ~~transfers between the MSO Holding Account and such investment options would be the same~~ transfer ~~restrictions~~account ~~applicable~~value to ~~transfers between~~ the ~~investment options available under your policy. However~~MSO, ~~once~~there ~~policy~~must ~~account~~be ~~value~~sufficient ~~has~~funds ~~been~~remaining ~~swept~~in ~~from~~ the ~~MSO~~Guaranteed ~~Holding~~Interest ~~Account~~Option ~~into~~following athe ~~Segment,~~transfer ~~transfers~~to ~~into or out of that Segment~~cover ~~before~~the ~~its~~Charge ~~Segment~~Reserve ~~Maturity Date will not be permitted~~Amount. Please note that while a Segment is in effect, before the Segment Maturity Date, the amount available for transfers from the ~~Unloaned~~ GIO will be limited to avoid reducing the ~~Unloaned~~ GIO below the remaining Charge Reserve Amount.

Thus the amount available for transfers from the ~~Unloaned~~ GIO will not be greater than any excess of the ~~Unloaned~~ GIO over the remaining Charge Reserve Amount.

Please also refer to the variable life insurance policy prospectus for more information.

Withdrawals

~~Once~~Please ~~policy~~see ~~account value has been swept from~~ the ~~MSO~~variable ~~Holding~~life ~~Account~~insurance ~~into a Segment, you will not be allowed to withdraw the account value out of a Segment before the Segment Maturity Date unless you surrender your~~ policy. ~~You~~prospectus ~~may also take a loan; please see “Loans” later in this Prospectus~~ for ~~more~~ information. ~~Any~~regarding account value taken out of a Segment before the Segment Maturity Date will generate an Early Distribution Adjustment. Please note that while a Segment is in effect, before the Segment Maturity Date, the amount available for withdrawals from the Unloaned GIO will be limited to avoid reducing the Unloaned GIO below the Charge Reserve Amount. Thus, if there is any policy account value in a Segment, the amount which would otherwise be available to you for a partial withdrawal ~~of net cash surrender value will be reduced, by the amount (if any) by which the sum of your Segment Distribution Values and the Charge Reserve Amount exceeds the policy surrender charge~~provisions.

If ~~the~~permitted ~~policy~~by ~~owner~~your ~~does~~variable ~~not~~life ~~indicate or~~insurance ifpolicy, weyou ~~cannot~~may ~~allocate~~specify ~~the~~how your partial withdrawal is asto ~~requested~~be ~~due~~allocated toamong ~~insufficient~~the ~~funds~~MSO, wethe ~~will~~variable ~~allocate~~investment options, and the ~~withdrawal~~GIO. ~~proportionately~~Any ~~from~~portion ~~your~~of ~~values~~a inrequested ~~the~~partial ~~Unloaned~~withdrawal ~~GIO~~allocated ~~(excluding~~to the ~~Charge~~MSO ~~Reserve~~will ~~Amount)~~be ~~and~~redeemed ~~your~~from ~~values~~the inindividual Segments and the ~~variable~~MSO ~~investment options~~Holding ~~including~~Accounts proportionately, based on the value of each MSO Holding Account and the current Segment Interim Values of each Segment.

If a Segment is in effect, and if you do not specify or if we cannot allocate the partial withdrawal among the MSO, the GIO (excluding the remaining amount of the Charge Reserve Amount) and the variable investment options according to your specifications, we will allocate the partial withdrawal proportionately from your values in the GIO (excluding the remaining amount of the Charge Reserve Amount) and your values in the variable investment options including the MSO Holding Accounts.

If the GIO (excluding the remaining amount of the Charge Reserve Amount), together with the variable investment options including any value in the MSO Holding Accounts, are insufficient to cover the partial withdrawal in its entirety, the remaining amount of the partial withdrawal will be allocated to the individual Segments proportionately, based on current Segment Interim Values.

Any portion of a partial withdrawal allocated to an individual Segment will generate a corresponding Early Distribution Adjustment of the Segment Account Value. Taking an Early Distribution may cause you to lose principal and previously credited interest, even if the Index has experienced positive performance, and this loss may be substantial. The remaining Segment Account Value could be reduced by an amount greater than the amount of the withdrawal, and surrender

charges and taxes could also apply. You should give careful consideration before taking any withdrawals.

If the GIO (excluding the remaining amount of the Charge Reserve Amount), together with the variable investment options including any value in the MSO Holding Accounts and the Segment Interim Values, are still insufficient to cover the partial withdrawal in its entirety, the remaining amount of the partial withdrawal will be allocated to the GIO and will reduce or eliminate the remaining Charge Reserve Amount.

If a partial withdrawal results in a deduction from one or more Segments, we reserve the right to establish a Lockout Period, where you will not be permitted to allocate premiums, transfers (including automatic transfers), and loan repayments to the MSO for a 12-month period. If premiums or loan repayments are made during a Lockout Period, these amounts will be allocated consistent with your investment instructions on file excluding the MSO. If this occurs, we will notify you of the date the Lockout Period begins and when it will end. See “Impact of Imposition of Lockout Period” below for more information.

Cash Surrender Value, Net Cash Surrender Value and Loan Value

If you have amounts allocated to MSO Segments, the Segment ~~Distribution~~Interim Values will be used in place of the Segment Account Values in calculating the amount of any cash surrender value, net cash surrender value and maximum amount available for loans. ~~(please~~The ~~refer~~EDA tocould ~~your~~reduce ~~base variable life insurance policy prospectus for a further explanation of~~ these ~~latter~~values, perhaps ~~terms)~~significantly. ~~This~~Please ~~means~~see anAppendix: ~~EDA~~“Examples ~~would~~of ~~apply~~Segment toInterim ~~those~~Values ~~amounts.~~and ~~Please see Appendix “~~Early Distribution ~~Adjustment Examples~~Adjustments” for more information.

Guideline Premium Force-outs

For policies that use the Guideline Premium Test, a new Segment will not be established or created if we determine, when we process your election, that a distribution from the policy will be required to maintain its qualification as life insurance under federal tax law at any time during the Segment Term.

However, during a Segment Term if a distribution becomes necessary under the force-out rules of Section 7702 of the Internal Revenue Code, it will be deducted proportionately from the values in the ~~Unloaned~~ GIO (excluding the Charge Reserve Amount) and in any variable investment option, including any value in the MSO Holding ~~Account~~Accounts but excluding any Segment Account Values.

If the ~~Unloaned~~ GIO (excluding the Charge Reserve Amount) and variable investment options, including any value in the MSO Holding ~~Account~~Accounts, are insufficient to cover the force-out in its entirety, any remaining amount required to be forced out will be taken from the individual Segments proportionately, based on the current Segment ~~Distribution~~Interim Values.

Any portion of a force-out distribution taken from an individual Segment will generate a corresponding Early Distribution Adjustment of the Segment Account Value.

If the ~~Unloaned~~ GIO (excluding the remaining Charge Reserve Amount), together with the variable investment options including any value in the MSO Holding ~~Account~~Accounts, and the Segment ~~Distribution~~Interim Values, is still insufficient to cover the force-out in its entirety, the remaining amount of the force-out will be allocated to the ~~Unloaned~~ GIO and reduce or eliminate any remaining Charge Reserve Amount under the ~~Unloaned~~ GIO.

Loans

Please ~~refer~~see to the ~~appropriate~~ variable life insurance policy prospectus for information regarding policy loan provisions. The maximum loan interest rate that will be charged to the amounts you borrow for a policy year shall be the greater of (1) the “Published Monthly Average,” as defined below, for the calendar month that ends two months before the date of determination and (2) the guaranteed minimum interest crediting rate for the Guaranteed Interest Option plus 1% per year. “Published Monthly Average” means the Moody’s Corporate Bond Yield Average - Monthly Average Corporates published by Moody’s Investors Service, Inc., or any successor to it.

You may specify how your loan is to be allocated among the MSO, the variable investment options and the ~~Unloaned~~ GIO, if permitted by your policy. Any portion of a requested loan allocated to the MSO will be redeemed from the individual Segments and the MSO Holding ~~Account~~Accounts proportionately, based on the value of the MSO Holding ~~Account~~Accounts and the current Segment ~~Distribution~~Interim Values of each Segment. ~~Any~~The ~~portion~~loan ~~allocated~~interest tospread anis ~~individual~~the ~~Segment~~difference ~~will~~between ~~generate~~the ainterest ~~corresponding~~rate ~~Early Distribution~~we ~~Adjustment~~charge ofon the ~~Segment~~amounts ~~Account~~borrowed ~~Value~~ and bethe ~~subject~~interest torate acredited ~~higher~~on ~~guaranteed~~amounts ~~maximum~~held ~~loan~~as ~~spread~~collateral. (5This difference will not exceed 1%. Please see your variable insurance policy for ~~all~~the ~~policies)~~applicable guaranteed minimum interest rate credited on loan collateral.

If a Segment is in effect, and if you do not specify or if we cannot allocate the loan among the MSO, the GIO (excluding the remaining amount of the Charge Reserve Amount) and the variable investment options according to your specifications, we will allocate the loan proportionately from your values in the ~~Unloaned~~ GIO (excluding the remaining amount of the Charge Reserve Amount) and your values in the variable investment options including the MSO Holding ~~Account~~Accounts.

If the ~~Unloaned~~ GIO (excluding the remaining amount of the Charge Reserve Amount), together with the variable investment options including any value in the MSO Holding Accounts, are insufficient to cover the loan in its entirety, the remaining amount of the loan will be allocated to the individual Segments proportionately, based on current Segment Interim Values.

Any portion ~~Account,~~of ~~are~~a ~~insufficient~~loan or unpaid loan interest allocated to ~~cover~~an ~~the~~individual ~~loan~~Segment inwill ~~its~~generate ~~entirety,~~a ~~the~~corresponding ~~remaining~~Early ~~amount~~Distribution Adjustment of the ~~loan~~Segment ~~will~~Account beValue. ~~allocated~~The Early Distribution Amount may cause you to lose principal and previously credited interest, even if the ~~individual~~Index ~~Segments~~has ~~proportionately~~experienced positive performance, ~~based~~and onthis ~~current~~loss ~~Segment~~may ~~Distribution Values~~be substantial. The remaining Segment Account Value may reflect a deduction greater than the

~~Any~~25 ~~portion of a loan allocated to an individual Segment will generate a corresponding Early Distribution Adjustment of the Segment Account Value and be subject to a higher guaranteed maximum loan spread.~~

~~If the Unloaned GIO (excluding the remaining~~ amount of the ~~Charge Reserve Amount)~~loan, ~~together with the variable investment options including any value in the MSO Holding Account~~ and ~~the~~taxes ~~Segment~~could ~~Distribution~~also ~~Values,~~apply. ~~are~~You ~~still~~should ~~insufficient~~give tocareful ~~cover~~consideration ~~the~~before ~~loan~~taking ina ~~its entirety, the remaining amount of the~~ loan ~~will be allocated to the Unloaned GIO and will reduce or eliminate the remaining Charge Reserve Amount~~.

If the GIO (excluding the remaining amount of the Charge Reserve Amount), together with the variable investment options including any value in the MSO Holding Accounts and the Segment Interim Values, are still insufficient to cover the loan in its entirety, the remaining amount of the loan will be allocated to the GIO and will reduce or eliminate the remaining Charge Reserve Amount.

Loan interest is due on each policy anniversary. If the interest is not paid when due, it will be added to your outstanding loan and allocated on the same basis as monthly deductions. See “How we deduct policy monthly charges during a Segment Term.”

~~Whether~~On oreach ~~not~~policy ~~any~~anniversary, ~~Segment is in effect~~ and ~~has~~at ~~not yet reached its Segment Maturity Date, loan repayments will first reduce~~ any ~~loaned amounts~~time ~~that~~you ~~are~~repay ~~subject~~all toof the ~~higher~~policy ~~maximum~~ loan, ~~interest~~we ~~spread. Loan repayments~~ will ~~first~~allocate bethe ~~used~~interest ~~to restore any amounts~~ that, ~~before~~has ~~being designated as loan collateral, had~~ been incredited to the ~~Unloaned~~amount ~~GIO.~~we ~~Any~~are ~~portion~~holding ~~of an additional loan repayment allocated~~ to secure the ~~MSO at the~~ policy ~~owner’s~~loan ~~direction (or according~~ to ~~premium~~the ~~allocation~~variable ~~percentages)~~investment ~~will~~options, ~~be transferred to~~ the MSO Holding ~~Account~~Accounts, toand ~~await~~ the ~~next~~GIO ~~available~~in ~~Segment~~accordance ~~Start~~with ~~Date~~your ~~and~~premium ~~will~~allocation ~~be subject to the same conditions described earlier in this Prospectus~~percentages.

~~Paid~~Loan Uprepayments ~~Death~~will first be used to restore any amounts that, before being designated as loan collateral, had been in the GIO. Any portion of an additional loan ~~Benefit~~repayment ~~Guarantee~~allocated to the MSO at the policy owner’s direction (if permitted by your policy) or according to premium allocation percentages will be transferred to the applicable MSO Holding Account to await the next available Segment Start Date and will be subject to the same conditions described in this Prospectus.

~~Please~~If ~~note~~a ~~that~~policy ~~the~~loan results ~~MSO~~in isa ~~not~~deduction ~~available~~from ~~while~~ one or more Segments, we reserve the ~~Paid~~right Upto ~~Death~~establish ~~Benefit~~a ~~Guarantee~~Lockout Period which is ina ~~effect.~~12-month ~~The~~period ~~Paid~~where Upyou ~~Death~~will ~~Benefit~~not ~~Guarantee~~be ~~provides~~permitted anto ~~opportunity~~allocate premiums, transfers (including automatic transfers), and loan repayments to the ~~lock~~MSO. inIf ~~all~~you orare subject to a ~~portion~~Lockout ofPeriod, any loan repayment will be allocated consistent with your ~~policy’s~~instructions ~~death~~on ~~benefit~~file (excluding the MSO). If this occurs, ~~provided~~we ~~certain~~will ~~conditions~~notify ~~are~~you ~~met.~~of ~~Please~~the ~~see~~date the ~~appropriate~~Lockout ~~variable~~Period begins and when it ends. See ~~life~~“Impact ~~insurance~~of ~~policy~~Imposition ~~prospectus~~of Lockout Period” below for more information.

~~Extended~~Impact ~~No Lapse~~of ~~Guarantee~~Imposition ~~Rider~~of a Lockout Period

~~Please~~Under ~~note~~certain ~~that~~circumstances, ~~the MSO~~we ismay ~~not~~establish ~~available~~a ~~while~~Lockout ~~the~~Period ~~Extended~~for No12 ~~Lapse~~months ~~Guarantee~~on ~~Rider~~your policy which is ina ~~effect.~~12-month ~~You~~period ~~must~~where ~~terminate~~you ~~the~~will ~~Extended~~not Nobe ~~Lapse~~permitted ~~Guarantee~~to ~~Rider~~allocate premiums, ~~before~~transfers ~~electing~~(including automatic transfers), and loan repayments to the MSO. ~~The~~This ~~Extended~~could Nooccur ~~Lapse~~if ~~Guarantee~~we ~~guarantees~~become ~~that~~aware ~~your~~of partial withdrawal or policy ~~will~~loan ~~not~~behavior ~~terminate~~that we believe would be disruptive to our investment strategy for providing Indexed Option benefits or result in significantly increased transaction or administrative costs. In addition, we could impose a ~~certain number~~Lockout Period if we become aware of ~~years,~~behavior ~~provided~~that ~~certain~~involves ~~conditions~~the ~~are~~subsequent ~~met~~allocation of those amounts as net premiums or loan repayments into other Segments within a 12-month period or other behavior that appears to be evading our transfer restrictions. ~~Please~~This could occur, for example, if we see ~~your~~a ~~Incentive~~pattern ~~Life~~of ~~Legacy®~~withdrawals IIand ~~prospectus~~subsequent ~~for~~reallocation ~~more information.~~to the MSO.

~~Policy~~If ~~Continuation~~a ~~Endorsement~~partial withdrawal or policy loan is deducted from the MSO, we reserve the right to establish a 12-month period where allocations to the MSO will be restricted. We will only establish a Lockout Period if we believe that the partial withdrawal or policy loan is disruptive to our investment strategy for providing Indexed Option benefits or result in significantly increased transaction or administrative costs. If a Lockout Period is established (1) no portion of any net premium or loan repayment may be allocated to the MSO, (2) no amount may be transferred to the MSO at your request from your values in our GIO or any variable investment options, and (3) any automatic transfers to the MSO that you have requested will be cancelled. Any premiums or loan repayments made during a Lockout Period will be allocated consistent with your investment instructions on file excluding the MSO. The Lockout Period will begin on the date of any deduction from one or more Segments as a result of a requested policy loan or partial withdrawal (not including any deduction for unpaid accrued loan interest). When the Lockout Period ends, you will again be permitted to allocate loan repayments and net premiums to the MSO, transfer amounts to the MSO and provide new automatic transfer instructions. We will provide reasonable notice in advance if we establish a Lockout period.

We will include all Segment Values in determining whether the policy will go on to Policy Continuation. If the Policy Continuation goes into effect, all Segments will be terminated and, you will forfeit any positive index performance and be subject to an Early Distribution Adjustment with

respect to these amounts. In addition, MSO will no longer be available once you go on Policy Continuation. Please see the appropriate variable life insurance policy prospectus for more information.

Long-Term Care ServicesSM Rider

If you elect the Long-Term Care ServicesSM Rider, after a period of coverage ends before coverage is continued as a Nonforfeiture Benefit, if any MSO Segments are in effect, they will be terminated with corresponding early distribution adjustments, and the MSO Segment values will be reallocated to the variable investment options and your GIO based on your premium allocations then in effect.

Living Benefits Rider

If a Living Benefits Rider or an accelerated death benefit rider (which may be referred to as a “total and permanent disability accelerated death benefit rider” or a “limited life expectancy accelerated death benefit rider”) is included with your policy, the portion of the cash surrender value that is on lien and is allocated to your values in the variable investment options under your policy and investment in the MSO will be transferred to and maintained as part of the Unloaned GIO. You may tell us how much of the accelerated payment is to be transferred from your value in each variable investment option and your value in the MSO. Units will be redeemed from each variable investment option sufficient to cover the amount of the accelerated payment that is allocated to it and transferred to the Unloaned GIO. Any portion of the payment allocated to the MSO based on your instructions will be deducted from any value in the MSO Holding Account and the individual Segments on a pro-rata basis, based on any value in the MSO Holding Account and the current Segment Distribution Value of each Segment, and transferred to the Unloaned GIO. Any portion of the payment allocated to an individual Segment will cause a corresponding Early Distribution Adjustment of the Segment Account Value. If you do not tell us how to allocate the payment, or if we cannot allocate it based on your directions, we will allocated it based on our rules then in effect. Allocation rules will be provided upon request. Such transfers will occur as of the date we approve an accelerated death benefit payment. There will be no charge for such transfers. Please see the appropriate variable life insurance policy prospectus for more information.

Asset Rebalancing Service

If you are invested in MSO, you may also elect the Asset Rebalancing Service. However, any amounts allocated to the MSO will not be included in the rebalance transactions. The investment options available to your Asset Rebalancing Service do not include the MSO Holding ~~Account~~Accounts or Segments. Please see the ~~appropriate~~ variable life insurance policy prospectus for more information.

Your right to cancel within a certain number of days

Please refer to the ~~appropriate~~ variable insurance policy prospectus for more information regarding your right to cancel your policy within a certain number of days and the Investment Start Date, which is the business day your investment first begins to earn a return for you. However, the policy prospectus provisions that address when amounts will be allocated to the investment options do not apply to amounts allocated to the MSO.

~~Investment~~In ~~Start~~those ~~Date~~states that require us to return your premium without adjustment for investment performance within a certain number of days, we will initially put all amounts which isyou have allocated to the ~~business~~MSO ~~day~~into ~~your~~our EQ/Money Market investment ~~first~~option. ~~begins~~If towe ~~earn~~have areceived ~~return~~all necessary requirements for ~~you.~~your ~~However~~policy as of the day your policy is issued, on the first business day following the later of the twentieth day after your policy ~~prospectus~~is ~~provisions~~issued ~~that~~or ~~address~~the ~~when~~Investment ~~amounts~~Start Date (30th day in most states if your policy is issued as the result of a replacement), we will bereallocate ~~allocated~~those amounts to the ~~investment~~applicable ~~options~~MSO doHolding ~~not~~Account ~~apply~~where tothey will remain until the next available Segment Start Date, at which time such amounts ~~allocated~~will be transferred to a new Segment of the MSO subject to meeting the conditions described in this Prospectus. However, if we have not received all necessary requirements for your policy as of the day your policy is issued, we will

~~In those~~26 states that require us to return your premium without adjustment for investment performance within a certain number of days, we will initially put all amounts which you have allocated to the MSO into our EQ/Money Market investment option. If we have received all necessary requirements for your policy as of the day your policy is issued, on the first business day following the later of the twentieth day after your policy is issued or the Investment Start Date (30th day in most states if your policy is issued as the result of a replacement), we will re-allocate those amounts to the MSO Holding Account where they will remain until the next available Segment Start Date, at which time such amounts will be transferred to a new Segment of the MSO subject to meeting the conditions described in this Prospectus. However, if we have not received all necessary requirements for your policy as of the day your policy is issued, we will re-allocate those amounts to the MSO Holding Account on the 20th day (longer if your policy is issued as the result of a replacement) following the date we receive all necessary requirements to put your policy in force at our Administrative Office. Your financial professional can provide further information on what requirements may apply to your policy.

In re-allocate ~~all~~those ~~other states, any~~ amounts ~~allocated~~ to the MSO ~~will~~Holding ~~first~~Account befor ~~allocated to~~ the ~~MSO~~applicable ~~Holding~~Indexed ~~Account~~Option ~~where~~on ~~they~~the ~~will remain for 20~~20th ~~days~~day (~~unless~~longer ~~the~~if your policy is issued as the result of a replacement,) infollowing ~~which case amounts in~~ the ~~MSO~~date ~~Holding~~we ~~Account~~receive ~~will~~all ~~remain~~necessary ~~there~~requirements ~~for~~to 30put ~~days~~your ~~(45~~policy ~~days~~ in ~~Pennsylvania)).~~force ~~Thereafter,~~at ~~such~~our ~~amounts~~Administrative ~~will~~Office. beYour ~~transferred~~financial toprofessional acan ~~new~~provide ~~Segment~~further ofinformation ~~the MSO~~ on ~~the~~what ~~next~~requirements ~~available Segment~~may ~~Start~~apply ~~Date, subject~~ to ~~meeting~~your ~~the conditions described in this Prospectus~~policy.

In all other states, any amounts allocated to the MSO will first be allocated to the applicable MSO Holding Account where they will remain for 20 days (unless the policy is issued as the result of a replacement, in which case amounts in the applicable MSO Holding Account will remain there for 30 days (45 days in Pennsylvania)). Thereafter, such amounts will be transferred to a new Segment ~~Maturity~~of ~~GIO~~the ~~Limitation~~MSO on the next available Segment Start Date, subject to meeting the conditions described in this Prospectus.

Upon advance notification, we reserve the right to limit the amount of your Segment Maturity Value that may be allocated to the guaranteed interest option. However, that limitation will never be less than 5% of your Segment Maturity Value. We will transfer any portion of your Segment Maturity Value that is allocated to the guaranteed interest option in excess of the Segment Maturity GIO Limitation to the EQ/Money Market variable investment option unless we receive your instructions prior to the Segment Maturity Date that the Segment Maturity Value should be allocated to the MSO Holding Account or to any other available variable investment option.

As of November 18, 2013, the Company will not exercise its right to limit the amounts that may be allocated and or transferred to the guaranteed interest option (“policy guaranteed interest option limitation”). All references to the policy guaranteed interest option limitation in your prospectus, and/or in your policy and/or in the endorsements

to your policy, are not applicable. See Appendix “Policy/rider variations” for more information.

Right to Discontinue and Limit Amounts Allocated to the MSO

We reserve the right to restrict or terminate future allocations to the Indexed Options of the MSO at any time. If this right were ever to be exercised by us, all Segments outstanding as of the effective date of the restriction would be guaranteed to continue uninterrupted until the Segment Maturity Date. As each such Segment matured, the balance would be reallocated to the ~~Unloaned~~ GIO and/or variable investment options per your instructions, or to the EQ/Money Market investment option if no instructions are received or if we cannot complete the transfer according to your instructions. We may also temporarily suspend offering Segments at any time and for any reason including emergency conditions as determined by the Securities and Exchange Commission. We also reserve the right to establish a maximum amount for any single policy that can be allocated to any Indexed Option of the MSO.

Impact of MSO Election on Other Policy Riders and/or Services

Any withdrawal under a policy rider from a Segment is an Early Distribution and will generate a corresponding Early Distribution Adjustment of the Segment Account Value. The Early Distribution Amount may cause you to lose principal and previously credited interest, even if the Index has experienced positive performance, and this loss may be substantial. The remaining Segment Account Value could be reduced by an amount greater than the amount of the withdrawal. You should give careful consideration before exercising a withdrawal under a policy rider.

•

If your policy has the Policy Continuation Rider or Loan Extension Endorsement and your policy goes on Policy Continuation or Loan Extension while you have amounts invested in the Indexed Options of the MSO, any Segments will be terminated with an Early Distribution Adjustment and you may forfeit positive Index-Linked Return that might otherwise have been credited on the Segment Maturity Date. If there is any amount remaining in the net Policy Account Value after the Policy Continuation Rider charge has been deducted, such amounts are treated as an additional loan and refunded

to you so there will be no amounts in the variable investment options or the MSO. In addition, MSO will no longer be available once you go on Policy Continuation or Loan Extension.

•

If you exercise the Long-Term Care Services^SM Rider, when a period of coverage ends any MSO Segments will be terminated with corresponding Early Distribution Adjustments and you may forfeit positive Index-Linked Return that might otherwise have been credited on the Segment Maturity Date. Any remaining amounts will be allocated to the variable investment options and the GIO based on your premium allocation percentages then in effect.

•

You may tell us how much of the accelerated payment is to be transferred from your value in each variable investment option and your value in the MSO. Units will be redeemed from each variable investment option sufficient to cover the amount of the accelerated payment that is allocated to it and transferred to the GIO.

Any portion of the payment allocated to the MSO based on your instructions will be deducted from any value in the applicable MSO Holding Accounts and the individual Segments on a pro-rata basis, based on any value in the MSO Holding Accounts and the current Segment Interim Value of each Segment, and transferred to the GIO.

Any portion of the payment allocated to an individual Segment will cause a corresponding Early Distribution Adjustment of the Segment Account Value and you may forfeit positive Index-Linked Return that might otherwise have been credited on the Segment Maturity Date. If you do not tell us how to allocate the payment, or if we cannot allocate it based on your directions, we will allocated it based on our rules then in effect. Allocation rules will be provided upon request. Such transfers will occur as of the date we approve an accelerated death benefit payment. There will be no charge for such transfers.

Effect of your death on the MSO

If you die prior to the Segment Maturity Date, your death benefit will be paid as of your date of death. If the Segment Interim Value exceeds the Segment Account Value, your death benefit will not be subject to an Early Distribution Adjustment, unless the Early Distribution Adjustment would result in an increase in the amount of the death benefit.

About Separate Account No. 67

Amounts allocated to the Equitable Financial Life Insurance Company MSO are held in a “non-unitized” separate account we have established under the New York Insurance Law. We own the assets of the separate account, as well as any favorable investment performance on those assets.

You do not participate in the performance of the assets held in this separate account. We may, subject to state law that applies, transfer all assets allocated to the separate account to our general account. These assets are also available to the insurer’s general creditors and an owner should look to the financial strength of the Company for its claims-paying ability. We guarantee all benefits relating to your value in the MSO, regardless of whether assets supporting the MSO are held in a separate account or our general account.

Our current plans are to invest separate account assets in fixed income obligations, including corporate bonds, mortgage backed and asset-backed securities, and government and agency issues. Futures, options and interest rate swaps may be used for hedging purposes.

Although the above generally describes our plans for investing the assets supporting our obligations under MSO, we are not obligated to invest those assets according to any particular plan except as we may be required to by state insurance laws.

About Separate Account LIO

Amounts allocated to the Equitable Financial Life Insurance Company of America MSO are held in a “non-unitized” separate account we have established under the Commissioner of Insurance in the State of Arizona. We own the assets of the separate account, as well as any favorable investment performance on those assets. You do not participate in the performance of the assets held in this separate account. We may, subject to state law that applies, transfer all assets allocated to the separate account to our general account. These assets are also available to the insurer’s general creditors and an owner should look to the financial strength of the Company for its claims-paying ability. We guarantee all benefits relating to your value in the MSO, regardless of whether assets supporting the MSO are held in a separate account or our general account.

Our current plans are to invest separate account assets in fixed-income obligations, including corporate bonds, mortgage-backed and asset-backed securities, and government and agency issues. Futures, options and interest rate swaps may be used for hedging purposes.

19 28

56. Distribution of the ~~policies~~policy

The MSO is ~~only~~distributed ~~available~~by ~~only~~both ~~under~~Equitable ~~certain~~Advisors ~~variable~~and ~~life~~Equitable ~~insurance~~Distributors. ~~policies~~The ~~issued~~Distributors byserve ~~the~~as ~~Company. Extensive~~principal ~~information~~underwriters ~~about~~of ~~the~~Separate ~~arrangements~~Account ~~for~~No. ~~distributing~~FP ~~the~~through ~~variable~~which ~~life insurance policies, including sales compensation, is included under “Distribution of~~ the ~~Policies”~~underlying ~~in the appropriate~~ variable life insurance ~~policy~~policies ~~prospectus~~are ~~and in the statement of additional information that relates to that prospectus~~offered. ~~All~~The ofoffering ~~that information applies regardless~~ of ~~whether you choose to use~~ the ~~MSO,~~policies ~~and there~~ is nointended ~~additional plan of distribution or sales compensation with respect~~ to ~~the~~be ~~MSO~~continuous. ~~There~~ is also no change to the information regarding the fact that the principal underwriter(s) is an affiliate of the Company or an indirect wholly owned subsidiary of Equitable Financial Life Insurance Company.

20The MSO is available only under the policy issued by the Company. Extensive information about the arrangements for distributing the variable life insurance policy, including sales compensation, is included under “Distribution of the policy” in the variable life insurance policy prospectus and in the statement of additional information. All of that information applies regardless of whether you choose to use the MSO, and there is no additional plan of distribution or sales compensation with respect to the MSO. There is also no change to the information regarding the fact that the principal underwriter(s) is an affiliate of the Company or an indirect wholly owned subsidiary of the Company.

6.29 ~~Additional Information~~

~~Rule 12h-~~7 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), exempts an insurance company from filing reports under the Exchange Act when the insurance company issues certain types of insurance products that are registered under the Securities Act of 1933 and such products are regulated under state law. ~~The~~Additional ~~units~~Information of the Market Stabilizer Option® described in this Prospectus fall within the exemption provided under rule 12h-7. The Company relies on the exemption provided under rule 12h-7, and does not file reports under the Exchange Act.

Rule 12h-7 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), exempts an insurance company from filing reports under the Exchange Act when the insurance company issues certain types of insurance products that are registered under the Securities Act of 1933 and such products are regulated under state law. The units of the Market Stabilizer Option^® II described in this Prospectus fall within the exemption provided under rule 12h-7. Equitable Financial Life Insurance Company of America relies on the exemption provided under rule 12h-7, and does not file reports under the Exchange Act.

To the extent allowed by state law, we may refuse our consent to any assignment and/or change of owner on a nondiscriminatory basis if the change would violate or result in noncompliance with any applicable state or federal law or regulation.

Independent Registered Public Accounting Firm

The statutory-basis financial statements of Equitable Financial Life Insurance Company of America as of December 31, ~~2020~~2024 and ~~2019~~2023 and for each of the three ~~years~~ears in the period ended December 31, ~~2020~~2024 included in this Prospectus have been so included in reliance on the report of , an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

provides independent audit services and certain other non-audit services to the Equitable Financial Life Insurance Company of America as permitted by the applicable SEC independence rules. address is ~~300 Madison~~214 ~~Avenue~~North Tryon Street, ~~New~~Suite ~~York~~4200, NYCharlotte, North ~~10017~~Carolina 28202.

21 30

~~Appendix:~~8. ~~Policy/rider~~Incorporation ~~variations~~of certain documents by reference

~~This~~Equitable ~~Appendix~~Financial ~~reflects~~Life ~~policy/rider~~Insurance ~~variations~~Company’s ~~that~~Annual ~~differ~~Report ~~from~~on ~~what~~Form is10-K ~~described~~for ~~in this rider or in your prospectus but may have been in effect at~~ the ~~time~~period ~~your~~ended ~~policy/rider~~December ~~was~~31, ~~issued. If you purchased your~~2024 ~~policy/rider during~~ (the “~~Approximate~~Annual ~~Time Period~~Report”) ~~below,~~is ~~the~~considered ~~noted variation may apply~~ to ~~you.~~be ~~Your~~part ~~policy/rider~~of ~~may~~this ~~have~~Prospectus ~~been~~because available in your state past the approximate end date indicated below. For more information about your particular features, charges and options available under your policy/rider based upon when you purchased it, ~~please~~is ~~contact~~incorporated ~~your~~by ~~financial professional and/or refer to your policy/rider~~reference.

Approximate time Period		Feature/benefit		Variation
November 18, 2013 to present		Guaranteed interest option (“GIO”) limitation		The Company will not exercise its right to limit the amounts that may be allocated and or transferred to the guaranteed interest option (“policy guaranteed interest option limitation”). All references to the policy guaranteed interest option limitation in your prospectus, and/or in your policy and/or in the endorsements to your policy, are not applicable.

Equitable Financial Life Insurance Company files reports and other information with the SEC, as required by law. You may read and copy this information at the SEC’s public reference facilities at Room 1580, 100 F Street, NE, Washington, DC 20549, or by accessing the SEC’s website at www.sec.gov. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. Under the Securities Act of 1933, the Company has filed with the SEC a registration statement relating to the Market Stabilizer Option^® II (the “Registration Statement”). This Prospectus has been filed as part of the Registration Statement and does not contain all of the information set forth in the Registration Statement.

22After the date of this Prospectus and before we terminate the offering of the securities under the Registration Statement, all documents or reports we file with the SEC under the Securities Exchange Act of 1934 (“Exchange Act”), will be considered to become part of this Prospectus because they are incorporated by reference.

~~Appendix:~~Any ~~Early~~statement ~~Distribution~~contained ~~Adjustment~~in ~~Examples~~a document that is or becomes part of this Prospectus, will be considered changed or replaced for purposes of this Prospectus if a statement contained in this Prospectus changes or is replaced. Any statement that is considered to be a part of this Prospectus because of its incorporation will be considered changed or replaced for the purpose of this Prospectus if a statement contained in any other subsequently filed document that is considered to be part of this Prospectus changes or replaces that statement. After that, only the statement that is changed or replaced will be considered to be part of this Prospectus.

~~Hypothetical~~We ~~Early~~file ~~Distribution~~the Registration ~~Adjustment~~Statement ~~Examples~~and our Exchange Act documents and reports, including our Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, electronically according to EDGAR. The SEC maintains a website that contains reports, proxy and information statements, and other information regarding registrants that file electronically with the SEC. The address of the site is www.sec.gov.

A.Upon ~~Examples~~written or oral request, we will provide, free of ~~Early~~charge, ~~Distribution~~to ~~Adjustment~~each person to ~~determine~~whom ~~Segment~~this ~~Distribution~~Prospectus is delivered, a copy of any or all of the documents considered to ~~Value~~be part of this Prospectus because they are incorporated herein. In accordance with SEC rules, we will provide copies of any exhibits specifically incorporated by reference into the text of

~~The following examples represent a policy owner who has invested~~ ~~in both Segments 1 and 2. They are meant to show how much value is available to a policy owner when there is a full surrender of~~ the ~~policy~~Exchange byAct ~~the~~reports ~~policy~~(but ~~owner~~not orany other ~~full distribution from these Segments as well as the impact of Early Distribution Adjustments on these Segments~~exhibits). ~~The~~Requests ~~date~~for ofdocuments ~~such~~should ~~hypothetical~~be ~~surrender~~directed orto: ~~distribution is the Valuation Date specified below and, on that date, the examples assume 9 months remain until Segment 1’s maturity date and 3 months remain until Segment 2’s maturity date.~~

~~Explanation~~Equitable ofFinancial ~~formulas~~Life ~~and derivation~~Insurance ofCompany ~~Put Option Factors is provided in notes (1)-(3) below.~~

Division of MSO into Segments	Segment 1 (Distribution after 3 months)	Segment 2 (Distribution after 9 months)	Total
Start Date	3rd Friday of July, Calendar Year Y	3rd Friday of January, Calendar Year Y
Maturity Date	3rd Friday of July, Calendar Year Y+1	3rd Friday of January, Calendar Year Y+1
Segment Term	1 year	1 year
Valuation Date	3rd Friday of October, Calendar Year Y	3rd Friday of October, Calendar Year Y
Initial Segment Account	1,000	1,000	2,000
Variable Index Benefit Charge	0.0%	0.0%
Remaining Segment Term	9 months / 12 months = 9/12 = 0.75	3 months / 12 months = 3/12 = 0.25

Life Operations Center

~~Example~~1345 IAvenue ~~– The Index is down 10% at the time~~ of the ~~Early~~Americas ~~Distribution Adjustment~~

Change in Index Value	–10%	–10%	Total
Put Option Factor	0.079765	0.045706
Early Distribution Adjustment	Put Option Component: 1000 * 0.079765 = 79.77	Put Option Component: 1000 * 0.045706 = 45.71	125.47
Segment Distribution Value	1000 – 79.77 = 920.23	1000 – 45.71 = 954.29	1,874.53
Total % change in Segment Account Value due to the EDA	-8.0%	-4.6%

New York, NY 10105

~~Example~~Attention: IICorporate –Secretary ~~The~~(telephone: ~~Index~~(212) is554-1234) upYou ~~10%~~can ataccess ~~the~~our ~~time~~website ofat ~~the~~www.equitable.com. ~~Early Distribution Adjustment~~

Change in Index Value	10%	10%	Total
Put Option Factor	0.021492	0.002964
	Put Option Component: 1000 * 0.021492 = 21.49	Put Option Component: 1000 * 0.002964 = 2.96
Early Distribution Adjustment			24.46
Segment Distribution Value	1000 – 21.49 = 978.51	1000 – 2.96 = 997.04	1,975.54
Total % change in Segment Account Value due to the EDA	-2.1%	-0.3%

Independent Registered Public Accounting Firm

23The consolidated financial statements and financial statement schedules of Equitable Financial Life Insurance Company incorporated in this Prospectus by reference to the Annual Report on Form 10-K for the year ended December 31, 2024 have been so incorporated in reliance on the report of , an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

~~Example~~ provides ~~III~~independent –audit ~~The~~services ~~Index~~and iscertain other ~~down~~non-audit ~~40%~~services atto ~~the~~Equitable ~~time~~Financial ofLife Insurance Company as permitted by the ~~Early~~applicable ~~Distribution~~SEC ~~Adjustment~~independence rules, and as disclosed in Equitable Financial Life Insurance Company’s Form 10-K. address is 300 Madison Avenue, New York, New York 10017.

Change in Index Value	–40%	–40%	Total
Put Option Factor	0.303317	0.300557
Early Distribution Adjustment	Put Option Component: 1000 * 0.303317 = 303.32	Put Option Component: 1000 * 0.300557 = 300.56	603.87
Segment Distribution Value	1000 – 303.32 = 696.68	1000 – 300.56 = 699.44	1,396.13
Total % change in Segment Account Value due to the EDA	-30.3%	-30.1%

~~Example IV –~~Appendix: ~~The~~Examples ~~Index~~of isSegment upInterim ~~40%~~Values ~~at the~~and ~~time of the~~ Early Distribution Adjustments ~~Adjustment~~

Change in Index Value	40%	40%	Total
Put Option Factor	0.001981	0.000008
Early Distribution Adjustment	Put Option Component: 1000 * 0.001981 = 1.98	Put Option Component: 1000 * 0.000008 = 0.01	1.99
Segment Distribution Value	1000 – 1.98 = 998.02	1000 – 0.01 = 999.99	1,998.01
Total % change in Segment Account Value due to the EDA	-0.2%	0.0%

We calculate the Segment Interim Value for each Segment on each Segment Business Day that falls between the Segment Start Date and Segment Maturity Date. The Segment Interim Value reflects any Early Distribution Adjustments. We only apply the Segment Interim Value if an Early Distribution is made, which may cause you to lose principal and previously credited interest, and that loss could be substantial. The calculation is a formula designed to measure the fair value of your Segment Account Value on the particular interim date, and is based on the downside protection provided by the Segment Buffer, the limit on participation in investment gain provided by the Growth Cap Rate and the Participation Rate, and any adjustment for the effect of an Early Distribution prior to the Segment Maturity Date. The formula we use derives the estimated current value of hypothetical investments in fixed instruments and derivatives. These values provide us with protection from the risk that we will have to pay out account value related to a Segment prior to the Segment Maturity Date. The hypothetical put option provides us with a market value of the potential loss at Segment Maturity, and the hypothetical call options provide us with a market value of the potential gain at Segment Maturity. This formula provides a treatment for an early distribution that is designed to be consistent with how distributions at the end of a Segment are treated. We are not required to hold such investments in relation to Segments and may or may not choose to do so. You are not affected by the performance of any of our investments (or lack thereof) relating to Segments. This Appendix sets forth the actual calculation formula, an overview of the purposes and impacts of the calculation, and detailed descriptions of the specific inputs into the calculation for the Indexed Options we currently offer, as well as examples of calculations of Segment Interim Values under various hypothetical situations. You should note that even if the Index has experienced positive growth, the calculation of your Segment Interim Value may result in an amount lower than your Segment Account Value.

~~(1)~~Calculation ~~Early~~Formula Distribution Adjustment = (Segment Account Value) x [ (Put Option Factor) – (Number of days between Valuation Date and Maturity Date) /( Number of days between Start Date and Maturity Date) x ( 0.0090 / (1 – 0.0090) )].

~~(2)~~Your Segment ~~Distribution~~Interim Value =equals ~~(Segment~~the ~~Account~~sum ~~Value)~~of –the ~~(Early~~following ~~Distribution~~two ~~Adjustment).~~components:

(3) Derivation of Put Option Factor: In practice, the Put Option Factor will be calculated based on a Black Scholes model, with input values which are consistent with current market prices. We will utilize implied volatility quotes – the standard measure used by the market to quote option prices – as an input to a Black Scholes model in order to derive the estimated market prices. The input values to the Black Scholes model that have been utilized to generate the hypothetical examples above are as follows: (1) ~~Implied~~Fair ~~volatility~~Value ~~– 25%; (2) OIS rate corresponding to remainder~~ of ~~segment~~hypothetical ~~term~~Fixed ~~– 1.09% annually~~Instruments; ~~(3) Index dividend yield – 2% annually.~~plus

~~[B.~~(2) ~~Example~~Fair ~~of an Early Distribution Adjustment corresponding to a loan allocated to Segments, for the Segment Distribution Values and Segment Account Values listed above for a change in Index~~ Value of ~~–40%~~hypothetical Derivatives.

~~This~~Overview ~~example~~of ~~is meant to show~~ the ~~effect~~Purposes onand aImpacts ~~policy~~of ~~if, rather than a full distribution, you took a loan in~~ the ~~circumstances~~Calculation outlined in Example III above when the Index is down 40%. Thus the policy owner is assumed to have an initial Segment Account Value of 1,000 in each of Segment 1 and Segment 2. It is also assumed that 9 months remain until Segment 1’s maturity date and 3 months remain until Segment 2’s maturity date.

~~Loan~~Fair ~~Amount:~~Value ~~750~~of Hypothetical Fixed Instruments. The Segment Interim Value formula includes an element designed to compensate us for the fact that when we have to pay out account value related to a Segment before the Segment Maturity Date, we forgo the opportunity to earn interest on the Segment Account Value from the date of any Early Distribution until the Segment Maturity Date. We accomplish this estimate by calculating the present value of the Segment Account Value as described in the “Fair Value of Hypothetical Fixed Instruments” in “Detailed Descriptions of Specific Inputs to the Calculation” below.

~~Loan~~Fair ~~Date:~~Value ~~3rd~~of ~~Friday~~Hypothetical Derivatives. For Standard Segments we use hypothetical put and call options that are designated for each Segment to estimate the market value, at the time the Segment Interim Value is calculated, of ~~October~~the risk of loss and the possibility of gain at the end of the Segment. For Step Up Segments, ~~Calendar~~we ~~Year~~similarly Yuse a hypothetical put and binary call option to estimate the market value, at the time the Segment Interim Value is calculated, of the risk of loss and the possibility of gain at the end of the Segment. For Dual Direction Segments, we similarly use hypothetical put, call and binary put options to estimate the market value, at the time the Segment Interim Value is calculated, of the risk of loss and the possibility of gain at the end of the Segment. These calculations reflect the downside protection that would be provided at maturity by the Segment Buffer as well as the potential upside payout at maturity limited by the Growth Cap Rate and Participation Rate.

~~Explanation~~When valuing the hypothetical Derivatives as part of ~~formulas~~the isSegment ~~provided~~Interim Value calculation, we use inputs that are consistent with market prices that reflect the estimated cost of exiting the hypothetical derivatives before Segment maturity. See the “Fair Value of Hypothetical Derivatives” in ~~notes~~“Detailed (Descriptions of Specific Inputs to the Calculation.” Our fair market value methodology, including the market standard model we use to calculate the fair value of the hypothetical derivatives for each particular Segment, may result in a~~)-(d) below~~ fair value that is higher or lower than the fair value other methodologies and models would produce. Our fair value may also be higher or lower than the actual market price of the identical derivatives. As a result, the Segment Interim Value you receive may be higher or lower than what other methodologies and models would produce.

~~The~~Standard ~~Index~~Segments ~~is down 40% at the time of the Early Distribution Adjustment~~

Change in Index Value	–40%	–40%	Total
Segment Account Value before Loan	1,000.00	1,000.00	2,000.00
Loan Allocation(a)	373.34	376.66	750.00
Early Distribution Adjustment(b)	69.91	66.59	136.55
Segment Account Value after Loan(c)	556.73	556.72	1,113.45
Segment Distribution Value after Loan(d)	468.93	473.10	942.03

At the time the Segment Interim Value is determined, the Fair Value of Hypothetical Derivatives for Standard Segments is calculated using three different hypothetical options. These hypothetical options are designated for each Standard Segment and are described in more detail in this Appendix.

~~(a) When more than one Segment is being used, we would allocate~~ At-the-Money ~~loan~~Call Option ~~between~~(strike ~~the~~price ~~Segments~~equals ~~proportionately to~~ the ~~Segment~~index ~~Distribution~~value ~~Value~~at ~~in each. We take the~~ Segment ~~Distribution Value of each Segment (shown in Example III above~~inception). ~~and~~For ~~divide~~Standard itSegments, by the ~~total~~potential ~~Segment Distribution Values~~ for ~~Segments~~gain 1is ~~and~~estimated 2.using ~~This gives us~~ the ~~proportionate~~value ~~amount~~ of ~~the~~this ~~loan~~hypothetical ~~that should be allocated to each Segment~~option. ~~For example, for Segment 1, that would be 750 x (842.27/1,692.03) = 373.34~~

24 32

~~(b) This is the Early Distribution Adjustment that would be deducted from each Segment, as a result~~ Out-of -the-Money ~~loan,~~Call ~~based~~Option on(strike ~~the~~price ~~amount of~~ equals the ~~loan~~index ~~that~~value isat ~~allocated to that~~ Segment. Itinception isincreased ~~equal~~by ~~to a percentage of~~ the ~~Early~~Growth ~~Distribution~~Cap ~~Adjustment~~Rate that would apply if a full distribution from the Segment were being made, rather than only a partial distribution. This percentage would be 44.32545% for Segment 1 in this example: i.e., 373.34 (the amount of reduction in Segment Distribution Value as a result of the loan) divided by ~~842.27 (~~the ~~Segment~~Participation ~~Distribution Value before the loan~~Rate). ~~Thus,~~The ~~the~~potential ~~Early Distribution Adjustment that is deducted~~ for ~~Segment~~gain ~~1 due to the loan~~ in ~~this~~excess ~~example would be 69.91 (i.e., 44.32545%~~ of the ~~157.73~~Growth ~~Early~~Cap ~~Distribution~~Rate ~~adjustment~~is ~~shown~~estimated inusing ~~Example III above that would apply if a full rather than only a partial distribution from~~ the ~~Segment~~value ~~were~~of ~~being made). Of~~ this ~~69.91,~~hypothetical 72option.43 would be attributable to the Put Option Component and -2.51 would be attributable to the Charge Refund Component (which are calculated by applying 44.32545% to the 163.40 Put Option Component and the 5.67 Charge Refund Component shown in Example III). Similarly, the Early Distribution Adjustment deducted as a result of the loan from Segment 2 would be 66.59, of which 67.43 would be attributable to the Put Option Component and -0.84 would be attributable to the Charge Refund Component.

~~(c)~~• ~~The~~For ~~Segment~~Standard ~~Account~~Segments, ~~Value~~the ~~after~~net ~~Loan~~amount ~~represents~~of the ~~Segment~~At-the-Money ~~Account~~Call ~~Value~~Option ~~before~~less ~~Loan~~the ~~minus~~value of the ~~Loan~~Out-of-the-Money ~~Allocation~~Call ~~and~~Option is an estimate of the ~~Early~~market ~~Distribution~~value ~~Adjustment.~~of ~~For~~the ~~example,~~possibility ~~for~~of ~~Segment~~gain 1,at ~~that~~the ~~would~~end beof ~~1,000~~the –Segment ~~373.34~~as –limited ~~69.93~~by =the ~~556~~Growth Cap Rate.~~73.~~

~~(d)~~Out-of-the-Money ~~Segment~~Put ~~Distribution~~Option ~~Value~~(strike ~~after~~price ~~Loan~~equals ~~represents~~ the ~~amount~~index avalue ~~policy~~at ~~owner would receive from a~~ Segment ifinception ~~they~~decreased ~~decided~~by ~~to surrender their policy immediately after this loan transaction. We would take~~ the ~~pre-loan~~ Segment ~~Distribution~~Buffer ~~Value~~divided ~~(shown~~by ~~in Example III above) and subtract~~ the ~~Loan~~Participation ~~Allocation~~Rate). ~~For~~The ~~example,~~risk ~~for~~of ~~Segment~~loss 1,is ~~that~~estimated ~~would~~using bethe ~~842.27~~value of –this ~~373.34~~hypothetical ~~= 468~~option.~~93.]~~

25 • It is important to note that this put option value will almost always reduce the principal you receive, even where the Index is higher at the time of the Early Distribution than at the time of the original investment. This is because the risk that the Index could have been lower at the end of a Segment is present to some extent whether or not the Index has increased at the earlier point in time that the Segment Interim Value is calculated.

~~Equitable~~Step ~~Financial~~Up ~~Life~~Segments ~~Insurance Company of America~~

~~SUPPLEMENT~~At ~~DATED~~the ~~MAY~~time 1the Segment Interim Value is determined, ~~2021~~the TOestimated ~~PROSPECTUS~~current ~~DATED~~value ~~MAY~~of 1,Hypothetical Derivatives ~~2021~~for ~~FOR~~Step ~~Equitable~~Up ~~OptimizerSM~~Segments is calculated using two different hypothetical options. These hypothetical options are designated for each Step Up Segment and are described in more detail in this Appendix.

~~This Supplement concerns an additional investment option under~~At-the-Money ~~our~~Binary ~~Equitable~~Call ~~OptimizerSM policy (“your policy”). The additional investment option is our Market Stabilizer~~ Option® (~~“MSO”),~~strike ~~which~~price isequals ~~available to you, if you have received this Supplement. The MSO gives you~~ the ~~opportunity~~index tovalue ~~earn~~at interest that we will credit based in part on the performance of the S&P 500 Price Return Index, excluding dividends, over approximately a one year period. Any amount that you decide to invest in the MSO is allocated to a “Segment”, ~~each of which has a specific start date and a limited duration~~inception). OnFor ~~the~~Step ~~final~~Up ~~day of the Segment~~Segments, the ~~index-linked~~potential ~~return~~gain ~~associated~~is ~~with~~estimated ~~that~~using ~~Segment will be applied to your Segment Account Value (as defined in~~ the ~~MSO~~value ~~Prospectus), and may be positive, zero or negative. Please be aware that the possibility~~ of ~~a negative return on~~ this ~~investment~~hypothetical ~~at the end of a Segment Term could result in a significant loss of principal~~option.

~~The purpose~~ Out-of ~~this Supplement is solely to add to~~ -the-Money ~~Equitable OptimizerSM~~Put ~~Prospectus~~Option ~~dated May 1, 2021~~ (~~the~~strike ~~“Product~~price ~~Prospectus”)~~equals athe ~~very~~index ~~limited~~value ~~amount~~at ofSegment ~~information~~inception ~~about~~decreased by the ~~MSO.~~Segment ~~Much~~Buffer ~~more~~divided ~~complete~~by ~~information about~~ the ~~MSO~~Participation ~~is contained in a separate Market Stabilizer Option® Prospectus (“MSO Prospectus”~~Rate) ~~dated May 1, 2021~~. ~~All~~The risk of ~~the~~loss ~~information~~is inestimated using the ~~Product~~value ~~Prospectus~~of ~~also continues to remain applicable, except as otherwise provided in~~ this ~~Supplement~~hypothetical ~~(or any other supplement to the Product Prospectus) or in the MSO Prospectus~~option.

~~Accordingly,~~• ~~you~~It ~~should~~is ~~read~~important to note that this ~~Supplement~~put inoption ~~conjunction~~value ~~with~~will almost always reduce the ~~Product~~principal ~~Prospectus~~you ~~(and~~receive, ~~any~~even ~~other~~where ~~supplements~~the ~~thereto)~~Index ~~and~~is higher at the ~~MSO~~time ~~Prospectus~~of the Early Distribution than at the time of the original investment. WeThis ~~will~~is ~~send~~because ~~you~~the ~~another~~risk ~~copy~~that the Index could have been lower at the end of ~~any~~a ~~prospectus~~Segment oris ~~supplement without~~present ~~charge~~to ~~upon~~some ~~request.~~extent ~~Please~~whether ~~contact~~or not the ~~customer~~Index ~~service~~has ~~group~~increased ~~referenced~~at the earlier point in time that the ~~Product~~Segment ~~Prospectus.~~Interim Value is calculated.

NoDual ~~Transfer~~Direction ~~Charges~~Segments ~~in Connection with the MSO~~

~~Although~~At wethe ~~generally~~time ~~reserve~~ the ~~right~~Segment toInterim ~~impose~~Value upis todetermined, athe ~~$25~~Fair ~~charge~~Value of Hypothetical Derivatives for ~~transfers~~Dual ~~under~~Direction ~~your~~Segments ~~policy,~~is wecalculated ~~will~~using ~~never~~several ~~apply~~different ~~this~~hypothetical ~~charge~~options. These hypothetical options are designated for ~~any~~each ~~transfers~~Dual ~~into~~Direction orSegment ~~out~~and ofare ~~the~~described ~~MSO~~in more detail below.

~~Accordingly,~~ At-the-Money ~~following~~Put ~~language~~Option ~~is added to footnote 7 of the Product Prospectus~~ (~~which~~strike ~~appears~~price inequals the ~~section~~index ~~entitled~~value ~~“Fee~~at ~~table”~~Segment inception): ~~Nor~~For ~~will~~Dual Direction ~~this~~Segments, ~~charge~~the ~~apply~~potential tofor ~~any~~gain ~~transfers~~in ~~to or from any Market Stabilizer Option® (“MSO”) that we make available as an investment option under~~ a ~~Policy~~down ormarket ~~any~~is ~~transfers~~estimated tousing ~~or from any MSO Holding Account. Please refer to~~ the ~~MSO Prospectus~~value ~~for~~of ~~information~~this ~~about~~hypothetical ~~the MSO and the related “Holding Account~~option.”

~~Charges~~At-the-Money Call Option (strike price equals the index value at Segment inception). For Dual Direction Segments, the potential for gain in an up market is estimated using the ~~MSO~~value of this hypothetical option.

~~If you allocate any~~ Out-of-the-Money ~~your~~Call ~~policy~~Option ~~account~~(strike ~~value~~price to equals the ~~MSO,~~index ~~several~~value ~~types~~at ofSegment ~~charges~~inception orincreased ~~deductions~~by ~~would or could result. To reflect these,~~ the ~~following~~Growth ~~items~~Cap ~~are~~Rate ~~added~~divided toby the ~~chart~~Participation ~~entitled~~Rate). ~~“Periodic~~The ~~charges~~risk ~~other than annual portfolio company expenses”~~ of ~~the~~loss ~~Product~~is ~~Prospectus~~estimated ~~and~~using ~~also replace in their entirety~~ the ~~corresponding~~value ~~items in the chart in the “Fee Table Summary” section~~ of ~~the~~this ~~MSO~~hypothetical ~~Prospectus:~~option.

Optional rider charges	When charge is deducted	Maximum amount that may be deducted
Market Stabilizer Option® (MSO)(1)
MSO Variable Index Benefit Charge	On the MSO Segment Start Date	0.0% of the amount being transferred from the MSO Holding Account to an MSO Segment
MSO Variable Index Segment Account Charge	At the beginning of each policy month during the MSO Segment Term	1.65% calculated as an annual % of your Segment Account Value(2)
MSO loan spread(3) for Amounts of Policy Loans Allocated to MSO Segment	On each policy anniversary (or on loan termination, if earlier)	5%
MSO Early Distribution Adjustment	On surrender or other distribution (including loan) from an MSO Segment prior to its Segment Maturity Date	75% of Segment Account Value(4)

•

For Dual Direction Segments, the net amount of the At-the-Money Call Option less the value of the Out-of-the Money Call Option is an estimate of the market value of the possibility of gain at the end of the Segment in an up market as limited by the Growth Cap Rate.

~~(1)~~Out-of-the-Money ~~Please~~Binary ~~refer~~Put toOption ~~the~~(strike ~~MSO~~price equals ~~Prospectus~~the ~~for~~index ~~information~~value ~~about~~at ~~the~~Segment ~~MSO~~inception ~~and~~decreased ~~related~~by ~~charges~~the ~~and~~Segment ~~deductions,~~Buffer asdivided ~~well~~by as the ~~meaning~~Participation ofRate). ~~special~~The ~~terms~~risk ~~that~~of ~~are~~loss ~~relevant~~in toa ~~the~~down ~~MSO~~market ~~(such~~in asexcess ~~“Segment,”~~of ~~“Segment~~the ~~Term,” “~~Segment ~~Start~~Buffer ~~Date,”~~is ~~“Segment~~estimated ~~Account~~using ~~Value”~~the ~~and~~value ~~“Early~~of ~~Distribution~~this ~~Adjustment”)~~hypothetical option.

Out-of-the-Money Put Option (2)strike ~~Currently~~price weequals ~~deduct~~the ~~this~~index ~~charge~~value at aSegment 0inception decreased by the Segment Buffer divided by the Participation Rate).~~40%~~ ~~annual~~Dual ~~rate~~Direction Segments use two of these options. For Dual Direction Segments, ~~rather~~the ~~than~~risk atof loss is estimated using the ~~maximum~~value ~~rate~~of ~~shown~~this hypothetical option.

~~(3)~~• WeFor ~~charge~~Dual ~~interest~~Direction onSegments, ~~policy loans but credit you with interest on~~ the net amount of the ~~policy~~At-the-Money ~~account~~Put ~~value~~Option weless ~~hold as collateral for~~ the ~~loan.~~value ~~The~~of ~~“spread”~~one isof the ~~difference~~Out-of ~~between~~ the-Money ~~interest~~Put ~~rate~~Options weis ~~charge~~an ~~you~~estimate onof athe ~~policy~~market ~~loan~~value ~~and~~of the ~~interest~~possibility ~~rate~~of wegain ~~credit~~at ~~to you on~~ the ~~amount~~end of ~~your~~the ~~policy~~Segment ~~account~~in ~~value~~a ~~that~~down wemarket ~~hold~~limited asby ~~collateral for~~ the ~~loan~~Buffer. ~~Please refer to the MSO Prospectus for more information.~~

EVM-04-21 (5.21)		#64414
NB/IF		Cat #159004 (5.21)

•

For Dual Direction Segments, the other Out-of-the-Money Put Option combined with the Out-of-the-Money Binary Put Option is an estimate of the market value of the possibility of loss at the end of the Segment in a down market in excess of the Segment Buffer.

~~(4)~~• ~~The~~It ~~actual amount of Early Distribution Adjustment~~ is ~~determined~~important byto anote ~~formula~~ that ~~depends~~the ~~on,~~Out-of-the-Money ~~among~~put ~~other~~option ~~things,~~value ~~how~~and abinary ~~specified~~put ~~widely~~option ~~published~~value ~~stock~~will ~~market~~almost ~~index~~always ~~has~~reduce ~~performed since~~ the Segment ~~Start~~Interim ~~Date.~~Value, ~~The~~even ~~maximum~~where ~~amount of~~ the ~~adjustment~~Index ~~would occur if there~~ is ahigher ~~total distribution~~ at athe time ~~when~~of ~~that index had declined to zero. Please refer to~~ the ~~MSO Prospectus for more information about the index and~~ Early Distribution ~~Adjustment.~~

~~Transfers~~33 ~~into and out of the MSO~~

Ifthan ~~you~~at ~~elect~~the totime ~~transfer~~of ~~account value to~~ the ~~MSO,~~original ~~there~~investment. ~~must~~This beis ~~sufficient~~because ~~funds remaining in~~ the ~~guaranteed~~risk ~~interest~~that ~~option to cover~~ the ~~Charge~~ ~~Reserve~~Index ~~Amount~~could ~~(as~~have ~~defined~~been inlower at the ~~MSO~~end ~~Prospectus).~~of ~~There~~a ~~are~~Segment ~~also~~is ~~additional~~present ~~restrictions~~to ~~that~~some ~~may~~extent ~~apply.~~whether ~~For~~or ~~more~~not ~~information~~the ~~about~~Index ~~transfers~~has ~~into~~increased ~~and~~at ~~out of~~ the ~~MSO,~~earlier ~~see~~point ~~“Transfers”~~ in ~~the~~time ~~“Description~~that of the ~~Market Stabilizer~~Segment ~~Option®”~~Interim ~~section~~Value ofis ~~the MSO Prospectus~~calculated.

NoDetailed ~~Paid-Up~~Descriptions ~~Death~~of ~~Benefit~~Specific ~~Guarantee~~Inputs orto ~~Extended~~the NoCalculation ~~Lapse Guarantee~~

~~The~~(1) ~~paid-up~~Fair ~~death~~Value ~~benefit~~of ~~guarantee~~Hypothetical ~~and~~Fixed ~~Extended~~Instruments. NoThe ~~Lapse~~Fair ~~Guarantee~~Value ~~are~~of ~~not~~Hypothetical ~~applicable~~Fixed toInstruments ~~your~~is ~~policy.~~defined ~~Accordingly,~~as ~~please~~its ~~ignore~~present ~~all references~~value, toas ~~the~~expressed ~~paid-up~~in ~~death~~the following ~~benefit~~formula: ~~guarantee~~(Segment ~~and~~Account ~~Extended~~Value)/(1 No+ ~~Lapse~~rate)(time ~~Guarantee~~to inmaturity) ~~the MSO Prospectus.~~

~~How~~The Wetime ~~Allocate~~to ~~Charges~~maturity ~~Among~~is ~~Your~~expressed ~~Investment~~as ~~Options~~a fraction, in which the numerator is the number of days remaining in the Segment Term and the denominator is the number of days in the Segment Term for that Segment.

IfThe ~~you~~investment ~~allocate~~rate, ~~any~~denoted ~~policy~~“rate” ~~account~~in ~~value to~~ the formula ~~MSO~~above, ~~our~~will ~~procedures~~seek ~~for~~to ~~allocating~~approximate the ~~policy’s~~bond ~~monthly~~yields ~~deductions~~considered ~~among~~appropriate ~~the~~for ~~investment~~this ~~options~~product. ~~you~~The ~~are~~Fair ~~using~~Value ~~is significantly different than in the absence~~ of ~~the~~ ~~MSO.~~Hypothetical ~~Accordingly,~~Fixed ~~the~~Instruments ~~following~~will ~~text~~be isupdated ~~added~~for atchanges ~~the~~in ~~end~~this ofinvestment ~~the~~rate ~~section~~on ~~entitled~~a ~~“How~~daily webasis ~~allocate~~throughout ~~charges among your investment options” of~~ the ~~Product~~Segment ~~Prospectus:~~Term.

~~Substantially~~To ~~different~~illustrate ~~procedures apply~~this, ~~however,~~consider ifthe ~~you~~hypothetical ~~allocate~~examples ~~any~~ of ~~your policy account value to a~~ Segment ~~under~~Interim ~~the~~Values ~~MSO~~shown ~~investment~~later ~~option. In that case, for example, you will be required to maintain a certain amount of policy account value (the Charge Reserve Amount)~~ in this ~~the policy’s unloaned guaranteed interest option~~Appendix. ~~(You~~ ~~will~~The ~~not~~Fair beValue ~~subject~~of toHypothetical ~~any~~Fixed ~~Charge~~Instruments ~~Reserve~~per ~~Amount requirement~~$1,000 ~~however, at any time when none~~ of ~~your~~Initial ~~policy account value is invested in any MSO~~ Segment.) ~~The~~Account ~~Charge~~Value ~~Reserve~~three ~~Amount~~months atafter the ~~beginning~~Segment ofStart ~~any~~Date ~~Segment~~ is ~~the~~shown ~~estimated~~in ~~amount required~~these toexamples ~~pay~~as ~~all~~$991.44. ~~monthly~~This ~~deductions~~hypothetical ~~under~~value ~~your~~is ~~policy~~calculated ~~(including,~~based ~~but~~on ~~not limited to, charges for~~ the ~~MSO~~above formula and ~~any~~a ~~optional~~hypothetical ~~riders)~~investment ~~for~~rate ~~the~~on ~~remainder~~that day of ~~the~~1.1524% ~~Segment~~per ~~Term.~~annum, as follows:

~~While~~time ~~any~~to ofmaturity ~~your~~= ~~policy~~(number ~~account value is invested in any Segment, we will take all~~ of ~~your~~ ~~policy’s~~days ~~monthly~~remaining deductions (including, but not limited to, the monthly deductions under the MSO and optional riders) solely from the unloaned guaranteed interest option, rather than from the investment options from which those charges otherwise would be deducted. If you have insufficient policy account value in the ~~unloaned guaranteed interest option to pay a monthly deduction during any~~ Segment Term~~, we will first take the balance of the deduction proportionately from any variable investment options~~ )/(~~other~~number ~~than any Segments) that you are then using. But, if insufficient policy account value remains in any such other investment options to cover the full balance~~ of ~~the~~days ~~monthly deduction, we will take the remainder of the monthly deduction from any MSO Segments~~ in which you have account value invested. We will apply these procedures for allocating deductions for policy charges automatically at any time you have any amounts invested in a Segment, and no contrary instructions from you would apply during the Segment Term.)

~~If we have to make any distribution from an MSO Segment, including~~ =(~~among~~360 ~~other~~– ~~things~~90) ~~to pay any surrender or loan proceeds or any charge deduction from a Segment, there will generally be negative consequences for you~~/360=0. ~~Among other things~~75, anwhere Early Distribution Adjustment would apply, which would usually reduce your policy values, in many cases substantially. In some cases, such an Early Distribution Adjustment may apply without any action on your part. This could happen, for ~~example,~~simplicity ifwe ~~the Charge Reserve Amount and funds you have invested in options other than the MSO~~ are ~~insufficient~~assuming ~~to pay~~ a 360-day ~~monthly~~year ~~deduction~~for ~~(i) due~~this toexample ~~poor investment performance of those options or (ii) due to any permitted increases in charges that we have made above their current rates.~~

~~Please~~Fair ~~refer~~Value toof ~~the~~Hypothetical ~~MSO~~Fixed ~~Prospectus~~Instruments ~~for detailed~~= ~~information~~$1,000/1.011524.75 ~~about~~= ~~the above procedures~~$991.44.

~~Making~~One day ~~withdrawals~~later, ~~from~~if ~~your policy~~the investment rate were still equal to 1.1524% per annum, the Fair Value of Hypothetical Fixed Instruments per $1,000 of Initial Segment Account Value would be recalculated as follows:

Iftime ~~you have allocated policy amounts~~ to ~~the~~ ~~MSO~~maturity ~~and~~= ~~plan~~(number toof ~~take~~days aremaining ~~withdrawal from your policy, significantly different procedures and additional restrictions may apply. Please see “Withdrawals”~~ in the ~~“Description~~Segment Term)/(number of ~~the~~days ~~Market~~in ~~Stabilizer Option®” section of~~ the Segment ~~MSO~~Term) ~~Prospectus for more information.~~

~~Borrowing~~=(360 ~~from~~– ~~your~~91)/360=0.74722. ~~policy~~

IfFair ~~you~~Value ~~have~~of ~~allocated~~Hypothetical ~~policy~~Fixed ~~amounts~~Instruments to= ~~the MSO and plan to take a loan from your policy~~$1, ~~significantly different procedures and additional restrictions may apply~~000/1.011524.74722 ~~Please~~= ~~see “Loans” in the “Description of the Market Stabilizer Option®” section of the MSO Prospectus for more information~~$991.47.

2However, if rather than remaining constant at 1.1524% one day later, the investment rate increased by 0.25% to 1.1524% + 0.25% = 1.4024%, the Fair Value of Hypothetical Fixed Instruments per $1,000 of Initial Segment Account Value would be recalculated as follows:

~~Surrendering~~Fair ~~your~~Value ~~policy~~of Hypothetical Fixed Instruments = $1,000/1.014024.74722 = $989.65.

IfOn ~~you~~the ~~have~~other ~~allocated~~hand, ~~policy~~if rather ~~amounts~~than toremaining ~~the~~constant ~~MSO~~at ~~and~~1.1524% ~~plan~~one ~~to surrender~~day ~~your policy~~later, ~~significantly~~the ~~different~~investment ~~procedures~~rate ~~and~~decreased ~~additional~~by ~~restrictions may apply~~0.25% ~~Please~~to ~~see “Cash Surrender Value~~0.9024%, ~~Net~~the ~~Cash~~Fair ~~Surrender~~ Value ~~and~~of ~~Loan~~Hypothetical ~~Value”~~Fixed inInstruments ~~the~~per ~~“Description~~$1,000 of ~~the~~Initial ~~Market~~Segment ~~Stabilizer~~Account ~~Option®”~~Value ~~section~~would ofbe ~~the~~recalculated ~~MSO~~as ~~Prospectus~~follows: ~~for more information.~~

~~Canceling~~Fair ~~your~~Value ~~policy~~of Hypothetical Fixed Instruments = $1,000/1.009024.74722 = $993.31.

If(2) ~~you~~Fair ~~have~~Value of ~~allocated~~Hypothetical ~~policy amounts to the MSO, different procedures may apply~~Derivatives. ~~Please~~We ~~see~~utilize ~~“Your right to cancel within~~ a ~~certain~~fair ~~number of~~market ~~days”~~value inmethodology ~~the~~to ~~“Description~~determine of the ~~Market~~Fair ~~Stabilizer~~Value ~~Option®” section~~ of ~~the~~Hypothetical ~~MSO Prospectus for more information about canceling your policy~~Derivatives.

~~Equitable~~For ~~Financial~~each ~~Life~~Standard ~~Insurance~~Segment, we designate and value three hypothetical options, each of ~~America~~which is tied to the performance of the Index underlying the Segment in which you are invested. For Standard Segments, these are: (1) the At-the-Money Call Option, (2) the Out-of-the-Money Call Option and (3) the Out-of-the-Money Put Option. At Segment maturity, the Put Option is designed to value the loss below the Segment Buffer, while the call options are designed to provide gains up to the Growth Cap Rate. These options are described in more detail below.

~~525~~For ~~Washington~~each ~~Boulevard~~Dual Direction Segment, we designate and value several hypothetical options, each of which is tied to the performance of the Index underlying the Segment in which you are invested. For Dual Direction Segments, these are: (1) the At-the-Money Call Option, (2) Out-of-the-Money Call Option, (3) At-the-Money Put Option, (4) two Out-of-the-Money Put Options and (5) Out-of-the-Money Binary Put Option. At Segment maturity, these hypothetical options are designated to value gains up to the Growth Cap Rate in an up market and down to the Segment Buffer in a down market, as well as, value losses below the Segment Buffer.

~~Jersey~~For ~~City~~each Step Up Segment, we designate and value two hypothetical options, each of which is tied to the performance of the Index underlying the Segment in which you are NJinvested. ~~07310~~For Step Up Segments, these are: (1) the At-the-Money Binary Call Option and (2) the Out-of-the-Money Put Option. At Segment maturity, the binary call option is designed to provide gains equal to the Growth Cap Rate while the put option is designed to value the loss below the Segment Buffer.

~~Equitable~~In ~~OptimizerSM~~addition to the inputs discussed above, the Fair Value of Hypothetical Derivatives is ~~issued~~also affected by ~~Equitable~~the time ~~Financial~~remaining ~~Life~~until ~~Insurance~~the ~~Company~~Segment ofMaturity ~~America~~Date. More information about the designated hypothetical options is set forth below:

~~and~~For isStandard aSegments, ~~service~~the ~~mark~~estimated current value of ~~Equitable~~Derivatives ~~Financial~~is ~~Life~~equal ~~Insurance~~to ~~Company~~(1) minus (2) minus (4), as defined below.

For Dual Direction Segments, the estimated current value of Derivatives is equal to (1) minus (2) plus (3) minus (4) minus (5), as defined below.

(1)

At-the-Money Call Option: This is an option to buy a position in the relevant Index equal to the Segment Account Value on the scheduled Segment Maturity Date, at the price of the Index on the Segment Start Date. At any time during the Segment Term, the fair value of the At-the-Money Call Option represents the market value of the potential to receive an amount in excess of the Segment Account Value on the Segment Maturity Date equal to the percentage growth in the Index between the Segment Start Date and the Segment Maturity Date, multiplied by the Segment Account Value.

(2)

Out-of-the-Money Call Option: This is an option to buy a position in the relevant Index equal to the Segment Account Value on the scheduled Segment Maturity Date, at the price of the Index on the Segment Start Date increased by a percentage equal to the Growth Cap Rate. At any time during the Segment Term, the fair value of the Out-of-the-Money Call Option represents the market value of the potential to receive an amount in excess of the Segment Account Value equal to the percentage growth in the Index between the Segment Start Date and the Segment Maturity Date in excess of the Growth Cap Rate, multiplied by the Segment Account Value. The value of this option is used to offset the value of the At-the-Money Call Option, thus recognizing in the Segment Interim Value a ceiling on gains at Segment maturity imposed by the Growth Cap Rate.

(3)

At-the-Money Put Option: This is an option to sell a position in the relevant Index equal to the Segment Account Value on the scheduled Segment Maturity Date, at the price of the Index on the Segment Start Date. At any time during the Segment Term, the fair value of the At-the-Money Put Option represents the market value of the potential to receive an amount equal to the negative return of the Index between the Segment Start Date and the Segment Maturity Date, multiplied by the Segment Account Value.

(4)

Out-of-the-Money Put Option (Dual Direction Segments use two of these options): This is an option to sell a position in the relevant Index equal to the Segment Account Value on the scheduled Segment Maturity Date, at the price of the Index on the Segment Start Date decreased by a percentage equal to the Segment Buffer. At any time during the Segment Term, the fair value of the Out-of-the-Money Put Option represents the market value of the potential to receive an amount equal to the excess of the negative return of the Index between the Segment Start Date and the Segment Maturity Date beyond the Segment Buffer, multiplied by the Segment Account Value. The value of one Out-of-the-Money Put option is used to off-set the value of the At-the-Money Put Option, and the value of the other Out-of-the-Money Put Option is used to value the potential losses that may be incurred in excess of the Segment Buffer at Segment maturity.

(5)

Out-of-the-Money Binary Put Option: This is a requirement to pay the absolute value of the Segment Buffer multiplied by the Segment Account Value on the scheduled Segment Maturity Date, if the index price is lower than the index price on the Segment Start Date decreased by a percentage equal to the Segment Buffer. At any time during the Segment Term, the fair value of the Out-of-the-Money Binary Put Option represents the market value of the potential to receive the absolute value of the Segment Buffer multiplied by the Segment Account Value on the Segment Maturity Date.

For Step Up Segments, the estimated current value of Derivatives is equal to (1) minus (2), as defined below.

(1)

At-the-Money Binary Call Option: This is an option to receive the Growth Cap Rate on the scheduled Segment Maturity Date, if the index price is at or higher than the index price on the Segment Start Date. At any time during the Segment Term, the fair value of the At-the-Money Binary Call Option represents the market value of the potential to receive the Growth Cap Rate on the Segment Maturity Date, multiplied by the Segment Account Value.

(2)

Out-of-the-Money Put Option: This is an option to sell a position in the relevant Index equal to the Segment Account Value on the scheduled Segment Maturity Date, at the price of the Index on the Segment Start Date decreased by a percentage equal to the Segment Buffer. At any time during the Segment Term, the fair value of the Out-of-the-Money Put Option represents the market value of the potential to receive an amount equal to the excess of the negative return of the Index between the Segment Start Date and the Segment Maturity Date beyond the Segment Buffer, multiplied by the Segment Account Value. The value of this option reduces the Segment Interim Value, as it reflects losses that may be incurred in excess of the Segment Buffer at Segment maturity.

We determine the fair value of each of the applicable designated hypothetical options for a Standard Segment, Step Up Segment or Dual Direction Segment using a market standard model for valuing a European option on the Index, assuming a continuous dividend yield or net convenience value, with inputs that are consistent with market prices that reflect the estimated cost of exiting the hypothetical Derivatives prior to Segment maturity (e.g., the estimated ask price). If we did not take into account the estimated exit price, your Segment Interim Value would be greater. In addition, the estimated fair value price used in the Segment Interim Value calculation may vary higher or lower from other estimated prices and from what the actual selling price of identical derivatives would be at any time during each Segment. If our estimated price is lower than the price under

other fair market estimates or for actual transactions, then your Segment Interim Value will be less than if we used those other prices when calculating your Segment Interim Value. Any variance between our estimated price and other estimated or actual prices may be different from Indexed Option to Indexed Option and may also change from day to day. Each hypothetical option has a notional value on the Segment Start Date equal to the Segment Account Value on that date. The notional value is the price of the underlying Index at the inception of the Segment. In the event that a number of options, or a fractional number of options, are being valued, the notional value would be the number of hypothetical options multiplied by the price of the Index at inception.

We use the following model inputs:

(1)

Implied Volatility of the Index — This input varies with (i) how much time remains until the Segment Maturity Date of the Segment, which is determined by using an expiration date for the designated option that corresponds to that time remaining and (ii) the relationship between the strike price of that option and the level of the Index at the time of the calculation. This relationship is referred to as the “moneyness” of the option described above, and is calculated as the ratio of current price to the strike price. Direct market data for these inputs for any given Early Distribution are generally not available, because options on the Index that actually trade in the market have specific maturity dates and moneyness values that are unlikely to correspond precisely to the Segment Maturity Date and moneyness of the designated option that we use for purposes of the calculation.

Accordingly, we use the following method to estimate the implied volatility of the Index. We use daily quotes of implied volatility from independent third-parties using the model described above and based on the market prices for certain options. Specifically, implied volatility quotes are obtained for options with the closest maturities above and below the actual time remaining in the Segment at the time of the calculation and, for each maturity, for those options having the closest moneyness value above and below the actual moneyness of the designated option, given the level of the Index at the time of the calculation. In calculating the Segment Interim Value, we will derive a volatility input for your Segment’s time to maturity and strike price by linearly interpolating between the implied volatility quotes that are based on the actual adjacent maturities and moneyness values described above, as follows:

(a)

We first determine the implied volatility of an option that has the same moneyness as the designated option but with the closest available time to maturity shorter than your Segment’s remaining time to maturity. This volatility is derived by linearly interpolating between the implied volatilities of options having the times to the applicable maturity that are above and below the moneyness value of the hypothetical option.

(b)

We then determine the implied volatility of an option that has the same moneyness as the designated option but with the closest available time to maturity longer than your Segment’s remaining time to the applicable maturity. This volatility is derived by linearly interpolating between the implied volatilities of options having the times to maturity that are above and below the moneyness value of the designated option.

(c)

The volatility input for your Segment’s time to maturity will then be determined by linearly interpolating between the volatilities derived in steps (a) and (b).

(2)

Swap Rate — We use key derivative swap rates obtained from information provided by independent third-parties which are recognized financial reporting vendors. Swap rates are obtained for maturities adjacent to the actual time remaining in the Segment at the time of the early distribution. We use linear interpolation to derive the exact remaining duration rate needed as the input.

(3)

Index Dividend Yield — On a daily basis, we use the projected annual dividend yield across the entire Index obtained from information provided by independent third-party financial institutions. This value is a widely used assumption and is readily available from recognized financial reporting vendors.

Generally, a put option has an inverse relationship with its underlying Index, while a call option has a direct relationship. In addition to the inputs discussed above, the Fair Value of Derivatives is also affected by the time to the Segment Maturity Date.

The following hypothetical examples show the impact of the Segment Interim Value calculation.

Segment Interim Value – Standard Segments


Assumptions	1-Year Segment	1-Year Segment
Segment Term (in months)	12	12
Valuation Date (months since Segment Start Date)	3	9
Initial Segment Account Value	$1,000	$1,000
Segment Buffer	-10%	-10%
Participation Rate	100%	100%
Growth Cap Rate	15%	15%
Time to Maturity (in months)	9	3

Assuming the change in the Index Value is -40% (for example from 100.00 to 60.00)


Fair Value of Hypothetical Fixed Instrument	$991.44	$997.14
Fair Value of Hypothetical Derivatives	($302.21)	($300.44)
Segment Interim Value (sum of above)	$689.23	$969.70

Assuming the change in the Index Value is -10% (for example from 100.00 to 90.00)


Fair Value of Hypothetical Fixed Instrument	$991.44	$997.14
Fair Value of Hypothetical Derivatives	($48.98)	($34.79)
Segment Interim Value (sum of above)	$942.46	$962.35

Assuming the change in the Index Value is 10% (for example from 100.00 to 110.00)


Fair Value of Hypothetical Fixed Instrument	$991.44	$997.14
Fair Value of Hypothetical Derivatives	$73.17	$89.73
Segment Interim Value (sum of above)	$1,064.62	$1,086.87

Assuming the change in the Index Value is 40% (for example from 100.00 to 140.00)


Fair Value of Hypothetical Fixed Instrument	$991.44	$997.14
Fair Value of Hypothetical Derivatives	$144.11	$149.73
Segment Interim Value (sum of above)	$1,135.55	$1,146.87

The input values to the market standard model that have been utilized to generate the hypothetical examples above are as follows:

1.	Implied volatilities are assumed to be 22.5% for out-of-the-money put options, 19% for at-the-money call options, and 16% for out-of-the-money call options.

2.	Annualized swap rate is assumed to be 0.09% for all options.

3.	Index dividend yield is assumed to be 0.42% for all options.

Segment Interim Value – Step Up Segments


Assumptions	1-Year Segment	1-Year Segment
Segment Term (in months)	12	12
Valuation Date (months since Segment Start Date)	3	9
Initial Segment Account Value	$1,000	$1,000
Segment Buffer	-10%	-10%
Participation Rate	100%	100%
Growth Cap Rate	12.5%	12.5%
Time to Maturity (in months)	9	3

Assuming the change in the Index Value is -10% (for example from 100.00 to 90.00)


Fair Value of Hypothetical Fixed Instrument	$991.44	$997.14
Fair Value of Hypothetical Derivatives	($41.52)	($24.78)
Segment Interim Value (sum of above)	$949.92	$972.36

Assuming the change in the Index Value is 10% (for example from 100.00 to 110.00)


Fair Value of Hypothetical Fixed Instrument	$991.44	$997.14
Fair Value of Hypothetical Derivatives	$69.27	$100.94
Segment Interim Value (sum of above)	$1,060.71	$1,098.08

The input values to the market standard model that have been utilized to generate the hypothetical examples above are as follows:

1.	Implied volatilities are assumed to be 22.5% for out-of-the-money put options and 19.5% for at-the-money binary call options.

2.	Annualized swap rate is assumed to be 0.09% for all options.

3.	Skewness is assumed to be 0% for binary options.

4.	Index dividend yield is assumed to be 0.42% for all options.

Segment Interim Value – Dual Direction Segments


Assumptions	1-Year Segment	1 Year Segment
Segment Term (in months)	12	12
Value Date (months since Segment Start Date)	3	9
Initial Segment Account Value	$1,000	$1,000
Segment Buffer	-10%	-10%
Participation Rate	100%	100%
Growth Cap Rate	8.00%	8.00%
Time to Maturity (in months)	9	3

Assuming the change in the Index Value is -15% (for example from 100.00 to 85.00)


Fair Value of Hypothetical Fixed Instrument	$991.44	$997.14
Fair Value of Hypothetical Derivatives	($74.21)	($54.72)
Segment Interim Value (sum of above)	$917.24	$942.42

Assuming the change in the Index Value is -5% (for example from 100.00 to 95.00)


Fair Value of Hypothetical Fixed Instrument	$991.44	$997.14
Fair Value of Hypothetical Derivatives	($6.25)	$15.22
Segment Interim Value (sum of above)	$985.19	$1,012.36

Assuming the change in the Index Value is 10% (for example from 100.00 to 110.00)


Fair Value of Hypothetical Fixed Instrument	$991.44	$997.14
Fair Value of Hypothetical Derivatives	$57.09	$70.47
Segment Interim Value (sum of above)	$1,048.53	$1,067.61

The input values to the market standard model that have been utilized to generate the hypothetical examples above are as follows:

1.	Implied volatilities are assumed to be 22.5% for out-of-the-money put options, 19% for at-the-money call options, and 16% for out-of-the-money call options, 24% for at-the-money put options, and 22% for out-of-the-money put options.

2.	Annualized swap rate is assumed to be 0.09% for all options.

3.	Skewness is assumed to be 0% for binary options.

4.	Index dividend yield is assumed to be 0.42% for all options.

The following examples show the impact of a partial withdrawal.

Effect of Early Distributions on Segment Interim Value – Standard Segments


Assumptions				1-Year Segment
Segment Term (in months)				12
Valuation Date (months since Segment Start Date)				9
Initial Segment Account Value				$1,000
Segment Buffer				-10%
Participation Rate				100%
Growth Cap Rate				15%
Time to Maturity (in months)				3
Amount Withdrawn				$100

Assuming the change in the Index Value is -40% (for example from 100.00 to 60.00)


Segment Interim Value⁽¹⁾				$696.70
Percent Withdrawn⁽²⁾				14.35%
New Segment Account Value⁽³⁾				$856.47
New Segment Interim Value⁽⁴⁾				$596.70
Early Distribution Adjustment⁽⁵⁾				$43.53

Assuming the change in the Index Value is -10% (for example from 100.00 to 90.00)


Segment Interim Value⁽¹⁾				$962.35
Percent Withdrawn⁽²⁾				10.39%
New Segment Account Value⁽³⁾				$896.09
New Segment Interim Value⁽⁴⁾				$862.35
Early Distribution Adjustment⁽⁵⁾				$3.91

Assuming the change in the Index Value is 10% (for example from 100.00 to 110.00)


Segment Interim Value⁽¹⁾				$1,086.87
Percent Withdrawn⁽²⁾				9.20%
New Segment Account Value⁽³⁾				$907.99
New Segment Interim Value⁽⁴⁾				$986.87
Early Distribution Adjustment⁽⁵⁾				($7.99)

Assuming the change in the Index Value is 40% (for example from 100.00 to 140.00)


Segment Interim Value⁽¹⁾				$1,146.87
Percent Withdrawn⁽²⁾				8.72%
New Segment Account Value⁽³⁾				$912.81
New Segment Interim Value⁽⁴⁾				$1,046.87
Early Distribution Adjustment⁽⁵⁾				($12.81)

Effect of Early Distributions on Segment Interim Value – Step Up Segments


Assumptions				1-Year Segment
Segment Term (in months)				12
Valuation Date (months since Segment Start Date)				9
Initial Segment Account Value				$1,000
Segment Buffer				-10%
Participation Rate				100%
Growth Cap Rate				12.5%
Time to Maturity (in months)				3
Amount Withdrawn				$100

Assuming the change in the Index Value is -10% (for example from 100.00 to 90.00)


Segment Interim Value⁽¹⁾				$972.36
Percent Withdrawn⁽²⁾				10.28%
New Segment Account Value⁽³⁾				$897.16
New Segment Interim Value⁽⁴⁾				$872.36
Early Distribution Adjustment⁽⁵⁾				$2.84

Assuming the change in the Index Value is 10% (for example from 100.00 to 110.00)


Segment Interim Value⁽¹⁾				$1,098.08
Percent Withdrawn⁽²⁾				9.11%
New Segment Account Value⁽³⁾				$908.93
New Segment Interim Value⁽⁴⁾				$998.08
Early Distribution Adjustment⁽⁵⁾				($8.93)

Effect of Early Distributions on Segment Interim Value – Dual Direction Segments


Assumptions	1-Year Segment	1 Year Segment
Segment Term (in months)	12	12
Valuation Date (months since Segment Start Date)	3	9
Initial Segment Account Value	$1,000	$1,000
Segment Buffer	-10%	-10%
Participation Rate	100%	100%
Growth Cap Rate	8.00%	8.00%
Time to Maturity (in months)	9	3
Amount Withdrawn	$100	$100

Assuming the change in the Index Value is -15% (for example from 100.00 to 85.00)


Segment Interim Value⁽¹⁾	$917.24	$942.42
Percent Withdrawn⁽²⁾	10.90%	10.61%
New Segment Account Value⁽³⁾	$890.98	$893.89
New Segment Interim Value⁽⁴⁾	$817.24	$842.42
Early Distribution Adjustment⁽⁵⁾	$9.02	$6.11

Assuming the change in the Index Value is -5% (for example from 100.00 to 95.00)


Segment Interim Value⁽¹⁾	$985.19	$1,012.36
Percent Withdrawn⁽²⁾	10.15%	9.88%
New Segment Account Value⁽³⁾	$898.50	$901.22
New Segment Interim Value⁽⁴⁾	$885.19	$912.36
Early Distribution Adjustment⁽⁵⁾	$1.50	($1.22)

Assuming the change in the Index Value is 10% (for example from 100.00 to 110.00)


Segment Interim Value⁽¹⁾	$1,048.53	$1,067.61
Percent Withdrawn⁽²⁾	9.54%	9.37%
New Segment Account Value⁽³⁾	$904.63	$906.33
New Segment Interim Value⁽⁴⁾	$948.53	$967.61
Early Distribution Adjustment⁽⁵⁾	($4.63)	($6.33)

(1)	Segment Interim Value immediately before withdrawal.

(2)	Percent Withdrawn is equal to Amount Withdrawn divided by Segment Interim Value.

(3)	New Segment Account Value is equal to the Initial Segment Account Value ($1,000) multiplied by (1 – Percent Withdrawn).

(4)	New Segment Interim Value is equal to the calculated Segment Interim Value based on the new Segment Account Value. It will also be equal to the Segment Interim Value multiplied by (1 – Percent Withdrawn).

(5)	The EDA is the reduction in the Segment Account minus the reduction in the Segment Interim Value. The EDA may be positive or negative or zero.

The following hypothetical examples show the impact of the Segment Interim Value calculation.

95% Participation Rate

Segment Interim Value – Standard Segments


Assumptions	1-Year Segment	1-Year Segment
Segment Term (in months)	12	12
Valuation Date (months since Segment Start Date)	3	9
Initial Segment Account Value	$1,000	$1,000
Segment Buffer	-10%	-10%
Growth Cap Rate	15%	15%
Participation Rate	95%	95%
Time to Maturity (in months)	9	3

Assuming the change in the Index Value is -40% (for example from 100.00 to 60.00)


Fair Value of Hypothetical Fixed Instrument	$991.44	$997.14
Fair Value of Hypothetical Derivatives	($282.18)	($280.42)
Segment Interim Value (sum of above)	$709.27	$716.72

Assuming the change in the Index Value is -10% (for example from 100.00 to 90.00)


Fair Value of Hypothetical Fixed Instrument	$991.44	$997.14
Fair Value of Hypothetical Derivatives	($43.62)	($30.47)
Segment Interim Value (sum of above)	$947.82	$966.67

Assuming the change in the Index Value is 10% (for example from 100.00 to 110.00)


Fair Value of Hypothetical Fixed Instrument	$991.44	$997.14
Fair Value of Hypothetical Derivatives	$72.88	$87.38
Segment Interim Value (sum of above)	$1,064.33	$1,084.52

Assuming the change in the Index Value is 40% (for example from 100.00 to 140.00)


Fair Value of Hypothetical Fixed Instrument	$991.44	$997.14
Fair Value of Hypothetical Derivatives	$143.76	$149.68
Segment Interim Value (sum of above)	$1,135.20	$1,146.82

The input values to the market standard model that have been utilized to generate the hypothetical examples above are as follows:

1.	Implied volatilities are assumed to be 22.5% for out-of-the-money put options, 19% for at-the-money call options, and 16% for out-of-the-money call options.

2.	Annualized swap rate is assumed to be 0.09% for all options.

3.	Index dividend yield is assumed to be 0.42% for all options.

4.	Investment Rate is assumed to be 1.1524% for all options.

Segment Interim Value – Step Up Segments


Assumptions	1-Year Segment	1-Year Segment
Segment Term (in months)	12	12
Valuation Date (months since Segment Start Date)	3	9
Initial Segment Account Value	$1,000	$1,000
Segment Buffer	-10%	-10%
Growth Cap Rate	12.5%	12.5%
Participation Rate	95.0%	95.0%
Time to Maturity (in months)	9	3

Assuming the change in the Index Value is -10% (for example from 100.00 to 90.00)


Fair Value of Hypothetical Fixed Instrument	$991.44	$997.14
Fair Value of Hypothetical Derivatives	($35.29)	($20.17)
Segment Interim Value (sum of above)	$956.15	$976.97

Assuming the change in the Index Value is 10% (for example from 100.00 to 110.00)


Fair Value of Hypothetical Fixed Instrument	$991.44	$997.14
Fair Value of Hypothetical Derivatives	$70.92	$101.23
Segment Interim Value (sum of above)	$1,062.36	$1,098.37

The input values to the market standard model that have been utilized to generate the hypothetical examples above are as follows:

1.	Implied volatilities are assumed to be 22.5% for out-of-the-money put options and 19.5% for at-the-money binary call options.

2.	Annualized swap rate is assumed to be 0.09% for all options.

3.	Skewness is assumed to be 0% for binary options.

4.	Index dividend yield is assumed to be 0.42% for all options.

5.	Investment Rate is assumed to be 1.1524% for all options.

Segment Interim Value – Dual Direction Segments


Assumptions	1-Year Segment	1 Year Segment
Segment Term (in months)	12	12
Value Date (months since Segment Start Date)	3	9
Initial Segment Account Value	$1,000	$1,000
Segment Buffer	-10%	-10%
Growth Cap Rate	8.00%	8.00%
Participation Rate	95%	95%
Time to Maturity (in months)	9	3

Assuming the change in the Index Value is -15% (for example from 100.00 to 85.00)


Fair Value of Hypothetical Fixed Instrument	$991.44	$997.14
Fair Value of Hypothetical Derivatives	($66.01)	($46.68)
Segment Interim Value (sum of above)	$925.44	$950.46

Assuming the change in the Index Value is -5% (for example from 100.00 to 95.00)


Fair Value of Hypothetical Fixed Instrument	$991.44	$997.14
Fair Value of Hypothetical Derivatives	($2.00)	$18.18
Segment Interim Value (sum of above)	$989.44	$1,015.32

Assuming the change in the Index Value is 10% (for example from 100.00 to 110.00)


Fair Value of Hypothetical Fixed Instrument	$991.44	$997.14
Fair Value of Hypothetical Derivatives	$57.94	$69.83
Segment Interim Value (sum of above)	$1,049.38	$1,066.97

The input values to the market standard model that have been utilized to generate the hypothetical examples above are as follows:

1.	Implied volatilities are assumed to be 22.5% for out-of-the-money put options, 19% for at-the-money call options, and 16% for out-of-the-money call options, 24% for at-the-money put options, and 22% for out-of-the-money put options.

2.	Annualized swap rate is assumed to be 0.09% for all options.

3.	Skewness is assumed to be 0% for binary options.

4.	Index dividend yield is assumed to be 0.42% for all options.

5.	Investment Rate is assumed to be 1.1524% for all options.

The following examples show the impact of a partial withdrawal.

Effect of Early Distributions on Segment Interim Value – Standard Segments


Assumptions				1-Year Segment
Segment Term (in months)				12
Valuation Date (Months since Segment Start Date)				9
Initial Segment Account Value				$1,000
Segment Buffer				-10%
Growth Cap Rate				15%
Participation Rate				95%
Time to Maturity (in months)				3
Amount Withdrawn				$100

Assuming the change in the Index Value is -40% (for example from 100.00 to 60.00)


Segment Interim Value⁽¹⁾				$716.72
Percent Withdrawn⁽²⁾				13.95%
New Segment Account Value⁽³⁾				$860.48
New Segment Interim Value⁽⁴⁾				$616.72
Early Distribution Adjustment⁽⁵⁾				$39.52

Assuming the change in the Index Value is -10% (for example from 100.00 to 90.00)


Segment Interim Value⁽¹⁾				$966.67
Percent Withdrawn⁽²⁾				10.34%
New Segment Account Value⁽³⁾				$896.55
New Segment Interim Value⁽⁴⁾				$866.67
Early Distribution Adjustment⁽⁵⁾				$3.45

Assuming the change in the Index Value is 10% (for example from 100.00 to 110.00)


Segment Interim Value⁽¹⁾				$1,084.52
Percent Withdrawn⁽²⁾				9.22%
New Segment Account Value⁽³⁾				$907.79
New Segment Interim Value⁽⁴⁾				$984.52
Early Distribution Adjustment⁽⁵⁾				($7.79)

Assuming the change in the Index Value is 40% (for example from 100.00 to 140.00)


Segment Interim Value⁽¹⁾				$1,146.82
Percent Withdrawn⁽²⁾				8.72%
New Segment Account Value⁽³⁾				$912.80
New Segment Interim Value⁽⁴⁾				$1,046.82
Early Distribution Adjustment⁽⁵⁾				($12.80)

Effect of Early Distributions on Segment Interim Value – Step Up Segments


Assumptions				1-Year Segment
Segment Term (in months)				12
Valuation Date (Months since Segment Start Date)				9
Initial Segment Account Value				$1,000
Segment Buffer				-10%
Growth Cap Rate				12.5%
Participation Rate				95%
Time to Maturity (in months)				3
Amount Withdrawn				$100

Assuming the change in the Index Value is -10% (for example from 100.00 to 90.00)


Segment Interim Value⁽¹⁾				$976.97
Percent Withdrawn⁽²⁾				10.24%
New Segment Account Value⁽³⁾				$897.64
New Segment Interim Value⁽⁴⁾				$876.97
Early Distribution Adjustment⁽⁵⁾				$2.36

Assuming the change in the Index Value is 10% (for example from 100.00 to 110.00)


Segment Interim Value⁽¹⁾				$1,098.37
Percent Withdrawn⁽²⁾				9.10%
New Segment Account Value⁽³⁾				$908.96
New Segment Interim Value⁽⁴⁾				$998.37
Early Distribution Adjustment⁽⁵⁾				($8.96)

Effect of Early Distributions on Segment Interim Value – Dual Direction Segments


Assumption	1-Year Segment	1 Year Segment
Segment Term (in months)	12	12
Value Date (months since Segment Start Date)	3	9
Initial Segment Account Value	$1,000	$1,000
Segment Buffer	-10%	-10%
Growth Cap Rate	8.00%	8.00%
Participation Rate	95%	95%
Time to Maturity (in months)	9	3
Amount Withdrawn	$100	$100

Assuming the change in the Index Value is -15% (for example from 100.00 to 85.00)


Segment Interim Value⁽¹⁾	$925.44	$950.46
Percent Withdrawn⁽²⁾	10.81%	10.52%
New Segment Account Value⁽³⁾	$891.94	$894.79
New Segment Interim Value⁽⁴⁾	$825.44	$850.46
Early Distribution Adjustment⁽⁵⁾	$8.06	$5.21

Assuming the change in the Index Value is -5% (for example from 100.00 to 95.00)


Segment Interim Value⁽¹⁾	$989.44	$1,015.32
Percent Withdrawn⁽²⁾	10.11%	9.85%
New Segment Account Value⁽³⁾	$898.93	$901.51
New Segment Interim Value⁽⁴⁾	$889.44	$915.32
Early Distribution Adjustment⁽⁵⁾	$1.07	($1.51)

Assuming the change in the Index Value is 10% (for example from 100.00 to 110.00)


Segment Interim Value⁽¹⁾	$1,049.38	$1,066.97
Percent Withdrawn⁽²⁾	9.53%	9.37%
New Segment Account Value⁽³⁾	$904.71	$906.28
New Segment Interim Value⁽⁴⁾	$949.38	$966.97
Early Distribution Adjustment⁽⁵⁾	($4.71)	($6.28)

(1)	Segment Interim Value immediately before withdrawal.

(2)	Percent Withdrawn is equal to Amount Withdrawn divided by Segment Interim Value.

(3)	New Segment Account Value is equal to the Initial Segment Account Value ($1,000) multiplied by (1 – Percent Withdrawn).

(4)	New Segment Interim Value is equal to the calculated Segment Interim Value based on the new Segment Account Value. It will also be equal to the Segment Interim Value multiplied by (1 – Percent Withdrawn).

(5)	The EDA is the reduction in the Segment Account minus the reduction in the Segment Interim Value. The EDA may be positive or negative or zero.

Appendix: Index Publishers

The Market Stabilizer Option II (“MSO”) tracks certain Securities Indices and Index Funds that are published by third parties. The Company uses these Securities Indices and Index Funds under license from the Indices’ and Index Funds respective publishers. The following information about the Indices and Index Funds is included in this Prospectus in accordance with the Company’s license agreements with the publishers of the Indices and Index Funds:

S&P Dow Jones Indices LLC requires that the following disclaimer be included in the Prospectus:

The S&P 500 Price Return Index (the “Index”) is a product of S&P Dow Jones Indices LLC (“SPDJI”), and has been licensed for use by the Company. Standard & Poor’s^® and S&P^® are registered trademarks of Standard & Poor’s Financial Services LLC (“S&P”); and these trademarks have been licensed for use by SPDJI and sublicensed for certain purposes by the Company. The MSO contract is not sponsored, endorsed, sold or promoted by SPDJI, Dow Jones, S&P or any of their respective affiliates (collectively, “S&P Dow Jones Indices”). S&P Dow Jones Indices makes no representation or warranty, express or implied, to the owners of the MSO or any member of the public regarding the advisability of investing in securities generally or in the MSO particularly or the ability of the Indexes to track general market performance. S&P Dow Jones Indices’ only relationship to the Company with respect to the Index is the licensing of the Index and certain trademarks, service marks and/or trade names of S&P Dow Jones Indices and/or its licensors. The Indexes are determined, composed and calculated by S&P Dow Jones Indices without regard to the Company or the MSO. S&P Dow Jones Indices have no obligation to take the needs of the Company or the owners of the MSO into consideration in determining, composing or calculating the Index. S&P Dow Jones Indices are not responsible for and have not participated in the determination of the prices, and amount of the MSO or the timing of the issuance or sale of such contract or in the determination or calculation of the equation by which such contract is to be converted into cash, surrendered or redeemed, as the case may be. S&P Dow Jones Indices have no obligation or liability in connection with the administration, marketing or trading of the Company’s products. There is no assurance that investment products based on the Indexes will accurately track index performance or provide positive investment returns. S&P Dow Jones Indices LLC is not an investment advisor. Inclusion of a security within an index is not a recommendation by S&P Dow Jones Indices to buy, sell, or hold such security, nor is it considered to be investment advice.

S&P DOW JONES INDICES DOES NOT GUARANTEE THE ADEQUACY, ACCURACY, TIMELINESS AND/OR THE COMPLETENESS OF THE INDEX OR ANY DATA RELATED THERETO OR ANY COMMUNICATION, INCLUDING BUT NOT LIMITED TO, ORAL OR WRITTEN COMMUNICATION (INCLUDING ELECTRONIC COMMUNICATIONS) WITH RESPECT THERETO. S&P DOW JONES INDICES SHALL NOT BE SUBJECT TO ANY DAMAGES OR LIABILITY FOR ANY ERRORS, OMISSIONS, OR DELAYS THEREIN. S&P DOW JONES INDICES MAKE NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL WARRANTIES, OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE OR AS TO RESULTS TO BE OBTAINED BY THE COMPANY, OWNERS OF THE MSO, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE INDEX OR WITH RESPECT TO ANY DATA RELATED THERETO. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT WHATSOEVER SHALL S&P DOW JONES INDICES BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS, TRADING LOSSES, LOST TIME OR GOODWILL, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE. THERE ARE NO THIRD-PARTY BENEFICIARIES OF ANY AGREEMENTS OR ARRANGEMENTS BETWEEN S&P DOW JONES INDICES AND THE COMPANY, OTHER THAN THE LICENSORS OF S&P DOW JONES INDICES.

The name “S&P 500 Price Return Index” is a trademark of Standard & Poor’s and has been licensed for use by the Company.

PART II

ITEM 13.

OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

ITEM OF EXPENSE	ESTIMATEDEXPENSE
Registration fees	$	~~109.10~~
Federal taxes		N/A
State taxes and fees (based on 50 state average)		N/A
Trustees’ fees		N/A
Transfer agents’ fees		N/A
Printing and filing fees	$	50,000	*
Legal fees		N/A
Accounting fees		N/A
Audit fees	$	20,000	*
Engineering fees		N/A
Directors and officers insurance premium paid by Registrant		N/A

*	Estimated expense.

ITEM 14.

INDEMNIFICATION OF DIRECTORS AND OFFICERS

The By-Laws of Equitable Financial Life Insurance Company of America provide, in Article VI as follows:

ARTICLE VI

INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS

SECTION 1. NATURE OF INDEMNITY. The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative, by reason of the fact that he or she is or was or has agreed to become a director or officer of the Corporation, or is or was serving or has agreed to serve at the request of the Corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, or by reason of any action alleged to have been taken or omitted in such capacity, and may indemnify any person who was or is a party or is threatened to be made a party to such an action, suit or proceeding by reason of the fact that he or she is or was or has agreed to become an employee or agent of the Corporation, or is or was serving or has agreed to serve at the request of the Corporation as an employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her or on his or her behalf in connection with such action, suit or proceeding and any appeal therefrom, if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding had no reasonable cause to believe his or her conduct was unlawful; except that in the case of an action or suit by or in the right of the Corporation to procure a judgment in its favor (1) such indemnification shall be limited to expenses (including attorneys’ fees) actually and reasonably incurred by such person in the defense or settlement of such action or suit, and (2) no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the court in which such action or suit was brought or other court of competent jurisdiction shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably

entitled to indemnity.

The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of no contest or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.

SECTION 6. SURVIVAL; PRESERVATION OF OTHER RIGHTS. The foregoing indemnification provisions shall be deemed to be a contract between the Corporation and each director, officer, employee and agent who serves in any such capacity at any time while these provisions as well as the relevant provisions of Title 10, Arizona Revised Statutes are in effect and any repeal or modification thereof shall not affect any right or obligation then existing with respect to any state of facts then or previously existing or any action, suit or proceeding previously or thereafter brought or threatened based in whole or in part upon any such state of facts. Such a “contract right” may not be modified retroactively without the consent of such director, officer, employee or agent.

The indemnification provided by this Article shall not be deemed exclusive of any other right to which those indemnified may be entitled under any by-law, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

SECTION 7. INSURANCE. The Corporation may purchase and maintain insurance on behalf of any person who is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity or arising out of his or her status as such, whether or not the Corporation would have the power to indemnify such person against such liability under the provisions of this By-Law.

The directors and officers of Equitable Financial ~~are~~Life Insurance Company of America are insured under policies issued by X.L. Insurance Company, Arch Insurance Company, Sombo (Endurance Specialty Insurance Company), U.S. Specialty Insurance, ACE (Chubb), Chubb Insurance Company, AXIS Insurance Company, Zurich Insurance Company, AWAC (Allied World Assurance Company, Ltd.), Aspen Bermuda XS, CAN, AIG, ~~One Beacon,~~ Nationwide, Berkley, Berkshire, SOMPO, ~~CODA (~~Chubb), ~~and~~Markel ~~ARGO~~Ascot, REBowhead, ~~Ltd~~and Westfield. The annual limit on such policies is $300 million, and the policies insure the officers and directors against certain liabilities arising out of their conduct in such capacities.

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES

None

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(1). Underwriting Agreement.

(a) Wholesale Distribution Agreement dated April 1, 2005 by and between MONY Life Insurance Company of America, MONY Securities Corporation, and AXA Distributors, LLC, is incorporated herein by reference to the Registration Statement on Form S-3 (333-177419) filed on October 20, 2011.

(bi) Form of ~~Brokerage~~ the ~~General~~First ~~Agent~~Amendment ~~Sales~~dated ~~Agreement~~as ~~with~~of ~~Schedule~~October ~~and~~1, ~~Amendment~~2013, to ~~Brokerage~~the ~~General~~Whole ~~Agent~~Distribution ~~Sales~~ Agreement ~~among~~dated ~~[Brokerage~~as ~~General~~of ~~Agent]~~April ~~and AXA Distributors~~1, ~~LLC~~2005, ~~AXA~~between ~~Distributors~~MONY ~~Insurance~~Life ~~Agency, LLC, AXA Distributors~~ Insurance ~~Agency~~Company of ~~Alabama, LLC~~America and AXA Distributors ~~Insurance Agency of Massachusetts~~, LLC., incorporated herein by reference to ~~post-effective amendment no. 35 to~~ the ~~registration~~Registration ~~statement~~Statement on Form NS-41 (File No. 333-~~05539~~195491) filed on April 2019, ~~2005~~2016.

(cii) ~~Form~~Second Amendment dated as of ~~Wholesale~~August ~~Broker-Dealer~~ 1, ~~Supervisory~~2015 ~~and~~to ~~Sale~~the Wholesale Distribution Agreement ~~among~~dated ~~[Broker~~as ~~Dealer]~~of April 1, 2005 between MONY Life Insurance Company of America and AXA Distributors, LLC., incorporated herein by reference to ~~post-effective amendment no. 35 to~~ the ~~registration~~Registration ~~statement~~Statement on Form NS-41 (File No. 333-~~05593~~195491) filed on April 2019, ~~2005~~2016.

(db) Broker-Dealer and General Agent Sales Agreement ~~dated~~between ~~June 6,~~Equitable ~~2005~~Distributors, byLLC and ~~between~~Broker-Dealer ~~MONY Life Insurance Company of America~~ and ~~AXA~~General ~~Network~~Agent, ~~LLC,~~incorporated ~~previously~~herein ~~filed~~by ~~with~~reference ~~this~~to ~~registration~~the ~~statement~~Registration Statement on Form S-13 (File No. 333-~~180068~~265027) filed on ~~March~~January 1330, ~~2012~~2024.

(c) Wholesale Broker-Dealer Supervisory and Sale Agreement between the Broker-Dealer and Equitable Distributors, LLC, incorporated herein by reference to the Registration Statement on Form S-3 (File No. 333-265027) filed on January 30, 2024.

(d) Broker General Agent Agreement between Broker General Agent and Equitable Distributors, LLC, incorporated herein by reference to the Registration Statement on Form S-3 (File No. 333-265027) filed on January 30, 2024.

(i) Amendment to Brokerage General Agent Sales Agreement between Brokerage General Agency and Equitable Distributors, LLC, incorporated herein by reference to the Registration Statement on Form S-3 (File No. 333-265027) filed on January 30, 2024.

(e) General Agent Sales Agreement dated June 6, 2005, by and between MONY Life Insurance Company of America and AXA Network, LLC, previously filed with the registration statement on Form S-1 (File No. 333-180068) filed on March 13, 2012.

(i) First Amendment dated as of August 1, 2006 to General Agent Sales Agreement dated as of August 1, 2006 by and between MONY Life Insurance Company of America and AXA Network, incorporated herein by reference to Exhibit (c)(9) to the Registration Statement on Form N-6 (File No. 333-134304) filed on March 1, 2012.

(ii) Second Amendment dated as of April 1, 2008 to General Agent Sales Agreement dated as of April 1, 2008 by and between MONY Life Insurance Company of America and AXA Network, LLC, previously filed with ~~this~~the registration statement on Form S-1 (File No. 333-180068) filed on March 13, 2012.

(iii) Form of the Third Amendment to General Agent Sales Agreement dated as of October 1, 2013 by and between MONY Life Insurance Company of America and AXA Network, LLC, previously filed with ~~this~~the registration statement on Form S-1 (333-195491) on April 21, 2015.

(iv) ~~Form of the~~ Fourth Amendment to General Agent Sales Agreement dated as of October 1, 2014 by and between MONY Life Insurance Company of America and AXA Network, LLC, ~~previously~~incorporated ~~filed~~herein ~~with~~by reference to this ~~registration~~Registration ~~statement~~Statement on Form S-13 (File No. 333-~~195491~~236437) filed on March ~~April 21~~14, ~~2015~~2022.

(ev) ~~Broker-Dealer Distribution~~Fifth ~~and~~Amendment ~~Servicing~~to General Agent Sales Agreement, dated as of June 6, ~~2005~~1, ~~made~~2015 by and between MONY ~~Life~~LIFE ~~Insurance~~INSURANCE ~~Company~~COMPANY ofOF AMERICA (“MONY America”) and AXA ~~Advisors~~NETWORK, LLC and the additional affiliated entities of AXA Network, ~~previously~~LLC, ~~filed~~incorporated herein ~~with~~by reference to this ~~registration~~Registration ~~statement~~Statement on Form SN-16 (File No. 333-~~180068~~207014) ~~filed~~ on ~~March~~December 1323, ~~2012~~2015.

(vi) Sixth Amendment to General Agent Sales Agreement, dated as of August 1, 2015, by and between MONY Life Insurance Company of America (“MONY America”), an Arizona life insurance company, and AXA NETWORK, LLC, a Delaware limited liability company (“General Agent”), incorporated herein by reference to the Registration Statement on Form N-6 (File No. 333-191149) filed on April 19, 2019.

(vii) Seventh Amendment to the General Agent Sales Agreement, dated as of April 1, 2016, is by and between MONY Life Insurance Company of America (“MONY America”), an Arizona life insurance company, and AXA Network, LLC, a Delaware limited liability company (“General Agent”), incorporated herein by reference to the Registration Statement on Form N-6 (File No. 333-191149) filed on April 19, 2019.

(viii) Eighth Amendment to the General Agent Sales Agreement, dated as of November 1, 2019 is by and between MONY Life Insurance Company of America (“MONY America”), an Arizona life insurance company, and AXA Network, LLC, a Delaware limited liability company (“General Agent”), incorporated herein by reference to Registration Statement on Form N-6 (File No. 333-229238) filed on April 21, 2021.

(ix) Ninth Amendment to the General Agent Sales Agreement, dated as of October 1, 2020 is by and between Equitable Financial Life Insurance Company of America (“EFLOA”), an Arizona life insurance company, and Equitable Network, LLC, a Delaware limited liability company (“General Agent”), incorporated herein by reference to Registration Statement on Form N-6 (File No. 333-229238) filed on April 21, 2021.

(x) Tenth Amendment to General Agent Sales Agreement dated as of September 1, 2021, by and between Equitable Financial Life Insurance Company of America and Equitable Network, LLC, incorporated herein by reference to Registration Statement on Form N-4 (File No. 333-248907) filed on April 22, 2022.

(xi) Eleventh Amendment to General Agent Sales Agreement dated as of November 1, 2021, by and between Equitable Financial Life Insurance Company of America and Equitable Network, LLC, incorporated herein by reference to Registration Statement on Form N-4 (File No. 333-248907) filed on April 22, 2022.

(xii) Twelfth Amendment to the General Agent Sales Agreement, dated as of November 1, 2023 is by and between Equitable Financial Life Insurance Company of America (“Equitable America”), an Arizona life insurance company, and Equitable Network, LLC, a Delaware limited liability company (“General Agent”), incorporated herein by reference to Registration Statement on Form N-4 (File No. 333-248907) filed on April 22, 2022.

(f) Broker-Dealer Distribution and Servicing Agreement, dated June 6, 2005, made by and between MONY Life Insurance Company of America and AXA Advisors, LLC, previously filed with the registration statement on Form S-1 (File No. 333-180068) filed on March 13, 2012.

(2) Not Applicable.

(3)(i) Articles of Incorporation.

(ai) Articles of Restatement of the Articles of Incorporation of Equitable Financial Life Insurance Company of America (as Amended December 13, 2019), filed with ~~this~~the registration statement on Form S-1 on February 14, 2020.

(3)(ii) By-Laws.

(ai) By-Laws of Equitable Financial Life Insurance Company of America (as Amended December 13, 2019), filed with ~~this~~the registration statement on Form S-1 on February 14, 2020.

(4ii) ~~Form~~Amended and Restated By-Laws of Equitable Financial Life Insurance Company of America dated September 23, 2020 ~~contract~~incorporated herein by reference to the Registration Statement on Form S-1 (file No. 333-251416) filed on April 22, 2021.

(a4) ~~Variable Indexed Option Rider (R09-30), incorporated herein by reference to Exhibit 4 to the Registration Statement (File No. 333-167938 on~~ Form ~~S-3,~~of ~~filed on September 30, 2010~~policy.

(bi) ~~Variable~~Form ~~Indexed~~of ~~Option~~Policy Rider (~~ICC09~~22-~~R09~~VIOS-303), ~~previously~~incorporated ~~filed~~herein ~~with~~by ~~this~~reference ~~registration~~to ~~statement~~Registration onStatement ~~Form S-1~~ (File No. 333-~~180068~~265009) filed on ~~March~~May 1317, ~~2012~~2022.

(ii) Variable Indexed Options Rider (R22-VIOS), incorporated herein by reference to Registration Statement (File No. 333-265009) filed on May 17, 2022.

(5) Opinion and consent of counsel regarding legality

(ai) Opinion and consent of ~~Shane~~Alfred ~~Daly~~Ayensu-Ghartey as to the legality of securities being registered, filed herewith.

(8) Not Applicable.

(9) Not Applicable.

(10) Material Contracts.

(ai) Services Agreement between The Mutual Life Insurance Company of New York and MONY Life Insurance Company of America, incorporated herein by reference to Post-Effective Amendment No. 22 to the registration statement on Form N-6 (File No. 333-06071) filed on April 30, 2003.

(bii) Amended and Restated Services Agreement between MONY Life Insurance Company of America and AXA Equitable Life Insurance Company dated as of February 1, 2005, incorporated herein by reference to Exhibit 10.2 to Annual Report (File No. 333-65423) on Form 10-K, filed on March 31, 2005.

(11) Not Applicable.

(12) Not Applicable.

(15) Not Applicable.

(16) Not Applicable.

(21) Not Applicable.

(23) Consents of Experts and Counsel.

(ai) Consent of independent registered public accounting firm, to be filed by ~~amendment~~Amendment.

(bii) See Item (5) above.

(24) Powers of Attorney.

(ai) Powers of Attorney, filed herewith.

(25) Not Applicable.

(26) Not Applicable.

101.INS		XBRL Instance Document, to be filed by amendment.
101.SCH		XBRL Taxonomy Extension Schema Document, to be filed by amendment.
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document, to be filed by amendment.
101.LAB		XBRL Taxonomy Label Linkbase Document, to be filed by amendment.
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document, to be filed by amendment.
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document, to be filed by amendment.

(Ex-107) Filing Fees Table, filed herewith.

101.INS XBRL Instance Document, to be filed by Amendment.

101.SCH XBRL Taxonomy Extension Schema Document, to be filed by Amendment.

101.CAL XBRL Taxonomy Extension Calculation Linkbase Document, to be filed by Amendment.

101.LAB XBRL Taxonomy Label Linkbase Document, to be filed by Amendment.

101.PRE XBRL Taxonomy Extension Presentation Linkbase Document, to be filed by Amendment.

101.DEF XBRL Taxonomy Extension Definition Linkbase Document, to be filed by Amendment.

ITEM 17.

UNDERTAKINGS

(a)

The undersigned registrant hereby undertakes:

(1)

To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i)

to include any prospectus required by section 10 (a) (3) of the Securities Act of 1933;

(ii)

to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424 (b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

(iii)

to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that paragraphs (a) (1) (i), (a) (1) (ii) and (a) (1) (iii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15 (d) of the Securities Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424 (b) that is part of this Registration Statement.

(2)

That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)

To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4)

That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser, each prospectus filed pursuant to Rule 424 (b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

(5)

That, for the purpose of determining liability of the Registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: The undersigned Registrant undertakes that in a primary offering of securities of the undersigned Registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned Registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: (i) Any preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant to Rule 424; (ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned Registrant or used or referred to by the undersigned Registrant; (iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned Registrant or its securities provided by or on behalf of the undersigned Registrant; and (iv) Any other communication that is an offer in the offering made by the undersigned Registrant to the purchaser.

(b) ~~Insofar~~The asundersigned ~~indemnification~~registrant hereby undertakes that, for ~~liabilities~~purposes ~~arising~~of determining any liability under the Securities Act of 1933 ~~may be permitted to directors~~, ~~officers~~each ~~and~~filing ~~controlling persons~~ of the registrant’s annual report pursuant to ~~the~~Section ~~foregoing~~13(a) ~~provisions,~~ or ~~otherwise,~~15(d) ~~the registrant has been advised that in the opinion~~ of the Securities ~~and~~ Exchange ~~Commission such indemnification is against public policy as expressed in the~~ Act ~~and~~of ~~is,~~1934 ~~therefore, unenforceable. In the event~~ that ais ~~claim~~incorporated ~~for indemnification against such liabilities (other than the payment~~ by ~~the~~reference ~~registrant of expenses incurred or paid by a director, officer or controlling person of the registrant~~ in the ~~successful~~registration ~~defense~~statement ofshall ~~any~~be ~~action,~~deemed ~~suit~~to orbe ~~proceeding)~~a isnew ~~asserted~~registration bystatement ~~such~~relating ~~director,~~to ~~officer or controlling person in connection with~~ the securities ~~being~~offered ~~registered~~therein, ~~the~~and ~~registrant will, unless in~~ the ~~opinion~~offering of ~~its~~such ~~counsel~~securities ~~the~~at ~~matter~~that ~~has~~time ~~been~~shall ~~settled~~be bydeemed ~~controlling precedent, submit~~ to ~~a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will~~ be ~~governed by~~ the ~~final~~initial ~~adjudication~~bona offide ~~such~~offering ~~issue~~thereof.

(c)

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City and State of New York, on this ~~17th~~14th day of ~~December~~February, ~~2020~~ 2025.

Equitable Financial Life Insurance Company of America (Registrant) By: /s/ ~~Shane~~Alfred ~~Daly~~Ayensu-Ghartey ~~Shane~~Alfred ~~Daly~~Ayensu-Ghartey Vice President and Associate General Counsel Equitable Financial Life Insurance Company of America

Pursuant to requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated:

PRINCIPAL EXECUTIVE OFFICER: *Mark Pearson Chief Executive Officer and Director PRINCIPAL FINANCIAL OFFICER: *~~Anders~~Robin B.Raju ~~Malmstrom Senior Executive Vice President and~~ Chief Financial Officer PRINCIPAL ACCOUNTING OFFICER: *William Eckert ~~Senior Vice President and~~ Chief Accounting Officer

*DIRECTORS: ~~Ramon~~Arlene deIsaacs-Lowe ~~Oliveira~~ Daniel G. Kaye ~~Kristi~~Francis ~~Matus~~Hondal Craig MacKay Mark Pearson Bertram Scott Charles G.T. Stonehill George Stansfield Joan Lamm-Tennant

*By: /s/ Shane Daly Shane Daly Attorney-in-Fact


*By:		/s/ Alfred Ayensu-Ghartey
		Alfred Ayensu-Ghartey
		Attorney-in-Fact

		February 14, 2025

December 17, 2020

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