Brighthouse Separate Account A, et al. – ‘485APOS’ on 11/25/14

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Post-Effective Amendment
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 485APOS     Series Va (Offered on and After October 7, 2011)     219   1.20M 
                Post-Effective Amendment No. 1                                   
 6: COVER     ¶ Comment-Response or Cover Letter to the SEC            2      3K 
 2: EX-99.4(XXXIV)  Guaranteed Lifetime Withdrawal Benefit Rider       7     38K 
 4: EX-99.4(XXXVI)  Contract Schedule With Flexchoice Level            2     14K 
 5: EX-99.4(XXXVII)  Contract Schedule With Flexchoice Expedite        2     14K 
 3: EX-99.4(XXXXV)  Guaranteed Lifetime Withdrawal Benefit Rider       8     46K 
                (With Death Benefit)                                             

‘485APOS’   —   Series Va (Offered on and After October 7, 2011) Post-Effective Amendment No. 1
Document Table of Contents

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As filed with the Securities and Exchange Commission on November 25, 2014 

                                                            File Nos. 333-200231

                                                                       811-03365

UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM N-4

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 

                          Pre-Effective Amendment No.                         []

                        Post-Effective Amendment No. 1                       [x]

and 

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 

                               Amendment No. 561                             [x]

(Check Appropriate Box or Boxes)

MetLife Investors USA Separate Account A

(Exact Name of Registrant)

MetLife Insurance Company USA 

(Name of Depositor) 

11225 North Community House Road

Charlotte, NC 28277 

(Address of Depositor's Principal Executive Offices) (Zip Code) 

Depositor's Telephone Number, including Area Code 

(800) 989-3752

(Name and Address of Agent for Service) 

Eric T. Steigerwalt 

President 

MetLife Insurance Company USA 

11225 North Community House Road

Charlotte, NC 28277 

COPIES TO:  
W. Thomas Conner

Reed Smith LLP

1301 K Street, N.W. 

Suite 1100 - East Tower 

Washington, D.C. 20005-3373 

(Approximate Date of Proposed Public Offering)

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

[]     immediately upon filing pursuant to paragraph (b) of Rule 485.           

[]     on (date) pursuant to paragraph (b) of Rule 485.                         

[x]    60 days after filing pursuant to paragraph (a)(1) of Rule 485.           

[]     on (date) pursuant to paragraph (a)(1) of Rule 485.                      

[]     If appropriate, check the following box:                                 

[]     this post-effective amendment designates a new effective date for a      
previously filed post-effective amendment.                                      

Title of Securities Registered: Interest in a separate account under individual 
flexible premium deferred variable annuity contracts.                           

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                                                   THE VARIABLE ANNUITY CONTRACT

                                                                       ISSUED BY

                                                   METLIFE INSURANCE COMPANY USA

                                                                             AND

                                        METLIFE INVESTORS USA SEPARATE ACCOUNT A

                                                                       SERIES VA

                                          (OFFERED ON AND AFTER OCTOBER 7, 2011)

                            NOVEMBER 17, 2014, AS REVISED AND REPRINTED ________

This prospectus describes the flexible premium deferred variable annuity        
contract offered by MetLife Insurance Company USA (MetLife USA or we or us).    
The contract is offered for individuals and some tax qualified and non-tax      
qualified retirement plans.                                                     

The annuity contract has 64 investment choices - a Fixed Account that offers an 
interest rate guaranteed by us, and 63 Investment Portfolios listed below.      

MET INVESTORS SERIES TRUST (CLASS B OR, AS NOTED, CLASS C OR CLASS E):          

AllianceBernstein Global Dynamic Allocation Portfolio*+               
Allianz Global Investors Dynamic Multi-Asset Plus Portfolio*+         
American Funds (Reg. TM) Balanced Allocation Portfolio                
(Class C)+                                                    
American Funds (Reg. TM) Growth Allocation Portfolio                  
(Class C)                                                     
American Funds (Reg. TM) Growth Portfolio (Class C)                   
American Funds (Reg. TM) Moderate Allocation Portfolio                
(Class C)+                                                    
AQR Global Risk Balanced Portfolio*+                                  
BlackRock Global Tactical Strategies Portfolio*+                      
BlackRock High Yield Portfolio                                        
Clarion Global Real Estate Portfolio                                  
ClearBridge Aggressive Growth Portfolio                               
Goldman Sachs Mid Cap Value Portfolio                                 
Harris Oakmark International Portfolio                                
Invesco Balanced-Risk Allocation Portfolio*+                          
Invesco Comstock Portfolio                                            
Invesco Mid Cap Value Portfolio                                       
Invesco Small Cap Growth Portfolio                                    
JPMorgan Core Bond Portfolio                                          
JPMorgan Global Active Allocation Portfolio*+                         
Loomis Sayles Global Markets Portfolio                                
Lord Abbett Bond Debenture Portfolio                                  
Met/Eaton Vance Floating Rate Portfolio                               
Met/Franklin Low Duration Total Return Portfolio                      
Met/Templeton International Bond Portfolio#                           
MetLife Asset Allocation 100 Portfolio                                
MetLife Balanced Plus Portfolio*+                                     
MetLife Multi-Index Targeted Risk Portfolio*+                         
MFS (Reg. TM) Emerging Markets Equity Portfolio                       
MFS (Reg. TM) Research International Portfolio                        
PanAgora Global Diversified Risk Portfolio*+                          
PIMCO Inflation Protected Bond Portfolio                              
PIMCO Total Return Portfolio                                          
Pioneer Fund Portfolio                                                
Pioneer Strategic Income Portfolio (Class E)                          
Pyramis (Reg. TM) Government Income Portfolio*+                       
Pyramis (Reg. TM) Managed Risk Portfolio*+                            
Schroders Global Multi-Asset Portfolio*+                              
SSgA Growth and Income ETF Portfolio+                                 
SSgA Growth ETF Portfolio                                             

T. Rowe Price Large Cap Value Portfolio                               
T. Rowe Price Mid Cap Growth Portfolio                                
Third Avenue Small Cap Value Portfolio                                

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METROPOLITAN SERIES FUND:                                                       

Baillie Gifford International Stock Portfolio (Class B)               

Barclays Aggregate Bond Index Portfolio (Class G)*+                   

BlackRock Money Market Portfolio (Class B)                            
Frontier Mid Cap Growth Portfolio (Class B)                           
Jennison Growth Portfolio (Class B)                                   
Met/Artisan Mid Cap Value Portfolio (Class B)                         
Met/Dimensional International Small Company Portfolio (Class B)       

MetLife Asset Allocation 20 Portfolio (Class B)                       
MetLife Asset Allocation 40 Portfolio (Class B)+                      
MetLife Asset Allocation 60 Portfolio (Class B)+                      
MetLife Asset Allocation 80 Portfolio (Class B)                       
MetLife Mid Cap Stock Index Portfolio (Class G)                       
MetLife Stock Index Portfolio (Class B)                               
MFS (Reg. TM) Value Portfolio (Class B)                               
MSCI EAFE (Reg. TM) Index Portfolio (Class G)                         
Neuberger Berman Genesis Portfolio (Class B)                          
Russell 2000 (Reg. TM) Index Portfolio (Class G)                      
T. Rowe Price Large Cap Growth Portfolio (Class B)                    
Van Eck Global Natural Resources Portfolio (Class B)#                 
Western Asset Management U.S. Government Portfolio (Class B)          
WMC Core Equity Opportunities Portfolio (Class E)                     

* If you elect the GWB v1 rider, a GMIB Max rider, or a GMIB Max and an EDB Max 
rider, you must allocate your Purchase Payments and Account Value among these   
Investment Portfolios. (See "Purchase - Investment Allocation Restrictions for  
Certain Riders - Investment Allocation and Other Purchase Payment Restrictions  
for the GMIB Max, EDB Max, and GWB v1 Riders.") These Investment Portfolios are 
also available for investment if you do not elect the GWB v1 rider, a GMIB Max  
rider or an EDB Max rider.                                                      

+ If you elect the GLWB rider, you must allocate your Purchase Payments and     
Account Value among these Investment Portfolios. (See "Purchase - Investment    
Allocation Restrictions for Certain Riders - Investment Allocation and Other    
Purchase Payment Restrictions for the GLWB.") These Investment Portfolios are   
also available for investment if you do not elect the GLWB rider.               

# This portfolio is only available for investment if certain optional riders    
are elected. (See "Purchase - Investment Allocation Restrictions for Certain    
Riders - Investment Allocation and Other Purchase Payment Restrictions for      
GMIB Plus IV, EDB III, GMIB Plus III, and EDB II.")                             

Please read this prospectus before investing and keep it on file for future     
reference. It contains important information about the MetLife USA Variable     
Annuity Contract.                                                               

To learn more about the MetLife USA Variable Annuity Contract, you can obtain a 
copy of the Statement of Additional Information (SAI) dated November 17, 2014,  
as revised and reprinted ________. The SAI has been filed with the Securities   
and Exchange Commission (SEC) and is legally a part of the prospectus. The SEC  
maintains a Web site (http://www.sec.gov) that contains the SAI, material       
incorporated by reference, and other information regarding companies that file  
electronically with the SEC. The Table of Contents of the SAI is on Page ___ of 
this prospectus. For a free copy of the SAI, call us at (800) 343-8496, visit   
our website at WWW.METLIFEINVESTORS.COM, or write to us at: 11225 North         
Community House Road, Charlotte, NC 28277.                                      

The contracts:                                                                  

o  are not bank deposits                                                        

o  are not FDIC insured                                                         

o  are not insured by any federal government agency                             

o  are not guaranteed by any bank or credit union                               

o  may be subject to loss of principal                                          

THE SECURITIES AND EXCHANGE COMMISSION 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.                           

November 17, 2014, as revised and reprinted ________                            

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TABLE OF CONTENTS                        PAGE                                   

                                                                [Download Table]
                                            
INDEX OF SPECIAL TERMS..................   5
HIGHLIGHTS..............................   6
FEE TABLES AND EXAMPLES.................   8
1. THE ANNUITY CONTRACT.................  15
2. PURCHASE.............................  16
     Purchase Payments..................  16
     Termination for Low Account Value..  17
     Allocation of Purchase Payments....  17
     Investment Allocation Restrictions     
       for Certain Riders...............  18
     Free Look..........................  26
     Accumulation Units.................  26
     Account Value......................  27
     Replacement of Contracts...........  27
     Owning Multiple Contracts..........  27
3. INVESTMENT OPTIONS...................  27
     Investment Portfolios That Are         
       Funds-of-Funds...................  30
     Transfers..........................  30
     Dollar Cost Averaging Programs.....  33
     Three Month Market Entry Program...  35
     Automatic Rebalancing Program......  35
     Voting Rights......................  35
     Substitution of Investment Options.  36
4. EXPENSES.............................  36
     Product Charges....................  36
     Account Fee........................  37
     Guaranteed Minimum Income              
       Benefit - Rider Charge...........  37
     Guaranteed Withdrawal Benefit -        
       Rider Charge.....................  38
     Guaranteed Lifetime Withdrawal         
       Benefit - Rider Charge...........  38
     GLWB Death Benefit - Rider Charge..  39
     Withdrawal Charge..................  39
     Reduction or Elimination of the        
       Withdrawal Charge................  40
     Premium and Other Taxes............  41
     Transfer Fee.......................  41
     Income Taxes.......................  41
     Investment Portfolio Expenses......  41
5. ANNUITY PAYMENTS                         
     (THE INCOME PHASE).................  41
     Annuity Date.......................  41
     Annuity Payments...................  42
     Annuity Options....................  42

                                                                [Download Table]
                                            
     Variable Annuity Payments..........  44
     Fixed Annuity Payments.............  44
6. ACCESS TO YOUR MONEY.................  45
     Systematic Withdrawal Program......  46
     Suspension of Payments or              
       Transfers........................  46
7. LIVING BENEFITS......................  46
     Overview of Living Benefit Riders..  46
     Guaranteed Minimum Income Benefit      
       (GMIB)...........................  47
     Operation of the GMIB..............  48
     GMIB Rate Table....................  54
     Guaranteed Withdrawal Benefit......  58
     Operation of the Guaranteed            
       Withdrawal Benefit...............  58
     GWB Rate Table.....................  65
     Guaranteed Lifetime Withdrawal         
       Benefit..........................  67
     GLWB Death Benefit.................  74
     GLWB Rate Table....................  76
8. PERFORMANCE..........................  78
9. DEATH BENEFIT........................  78
     Upon Your Death....................  78
     Standard Death Benefit - Principal     
       Protection.......................  79
     Optional Death Benefit - Annual        
       Step-Up..........................  79
     Optional Death Benefit - Enhanced      
       Death Benefit (EDB)..............  80
     Operation of the EDB...............  81
     EDB Rate Table.....................  86
     GLWB Death Benefit.................  88
     Optional Death Benefit -               
       Compounded-Plus..................  88
     Additional Death Benefit -             
       Earnings Preservation Benefit....  89
     General Death Benefit Provisions...  89
     Spousal Continuation...............  90
     Death of the Annuitant.............  90
     Controlled Payout..................  90
10. FEDERAL INCOME TAX STATUS...........  91
     Non-Qualified Contracts............  91
     Qualified Contracts................  95
11. OTHER INFORMATION................... 101
     MetLife USA........................ 101
     The Separate Account............... 101
     Distributor........................ 102
     Selling Firms...................... 102
     Requests and Elections............. 104
     Ownership.......................... 106
     Legal Proceedings.................. 106

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                                                                [Download Table]
                                            
  Financial Statements.................. 107
TABLE OF CONTENTS OF THE STATEMENT OF       
ADDITIONAL INFORMATION.................. 107
APPENDIX A.............................. A-1
     Condensed Financial Information.... A-1
APPENDIX B.............................. B-1
     Participating Investment               
       Portfolios....................... B-1
APPENDIX C.............................. C-1
     EDCA Examples with Multiple            
       Purchase Payments................ C-1
APPENDIX D.............................. D-1
     Guaranteed Minimum Income Benefit      
       (GMIB) Examples.................. D-1
APPENDIX E.............................. E-1
     Guaranteed Withdrawal Benefit          
       Examples......................... E-1
APPENDIX F.............................. F-1
     Guaranteed Lifetime Withdrawal         
       Benefit Examples................. F-1
APPENDIX G.............................. G-1
     GLWB Death Benefit Examples........ G-1
APPENDIX H.............................. H-1
     Death Benefit Examples............. H-1

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INDEX OF SPECIAL TERMS                                                          

Because of the complex nature of the contract, we have used certain words or    
terms in this prospectus which may need an explanation. We have identified the  
following as some of these words or terms. The page that is indicated here is   
where we believe you will find the best explanation for the word or term. These 
words and terms are in italics on the indicated page.                           

                                                                      PAGE

Account Value...........................................................  27    
Accumulation Phase......................................................  15    
Accumulation Unit.......................................................  26    
Annual Benefit Payment............................................ 59 and 68    
Annuitant............................................................... 106    
Annuity Date............................................................  41    
Annuity Options.........................................................  42    
Annuity Payments........................................................  41    
Annuity Service Center..................................................   7    
Annuity Units...........................................................  42    
Beneficiary............................................................. 106    
Benefit Base............................................................  68    
Business Day............................................................  17    
Contract Year...........................................................  17    
Death Benefit Base......................................................  81    
Fixed Account...........................................................  15    
Free Look...............................................................  26    
GLWB Death Benefit Base.................................................  75    
GLWB Withdrawal Rate....................................................  68    
Good Order.............................................................. 105    
GWB Withdrawal Rate.....................................................  59    
Income Base.............................................................  48    
Income Phase............................................................  15    
Investment Portfolios...................................................  27    
Joint Owners............................................................ 106    
Owner................................................................... 106    
Purchase Payment........................................................  16    
Remaining Guaranteed Withdrawal Amount..................................  59    
Separate Account........................................................ 101    
Total Guaranteed Withdrawal Amount......................................  58    

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HIGHLIGHTS                                                                      

The variable annuity contract that we are offering is a contract between you,   
the Owner, and us, the insurance company, where you agree to make at least one  
Purchase Payment to us and we agree to make a series of Annuity Payments at a   
later date. The contract has a maximum issue age and you should consult with    
your registered representative. The contract provides a means for investing on  
a tax-deferred basis in our Fixed Account and the Investment Portfolios. The    
contract is intended for retirement savings or other long-term investment       
purposes. When you purchase the contract, you can choose an optional death      
benefit and fixed and variable income options. You can also select a guaranteed 
minimum income benefit (GMIB), a guaranteed withdrawal benefit (GWB), or a      
guaranteed lifetime withdrawal benefit (GLWB). We are obligated to pay all      
money we owe under the contracts, including death benefits, income payments,    
and any guaranteed amounts due under a GMIB, GWB, or GLWB. Any such amount that 
exceeds the assets in the Separate Account is paid from our general account,    
subject to our financial strength and claims-paying ability and our long-term   
ability to make such payments, and is not guaranteed by any other party. (See   
"Other Information - The Separate Account.")                                    

The contract, like all deferred annuity contracts, has two phases: the          
Accumulation Phase and the Income Phase. During the Accumulation Phase,         
earnings accumulate on a tax-deferred basis and are taxed as income when you    
make a withdrawal. If you make a withdrawal during the Accumulation Phase, we   
may assess a withdrawal charge of up to 7%. Certain withdrawals, depending on   
the amount and timing, may negatively impact the benefits and guarantees        
provided by your contract. You should carefully consider whether a withdrawal   
under a particular circumstance will have any negative impact to your benefits  
or guarantees. The impact of withdrawals generally on your benefits and         
guarantees is discussed in the corresponding sections of the prospectus         
describing such benefits and guarantees.                                        

The Income Phase occurs when you or a designated payee begin receiving regular  
Annuity Payments from your contract. You and the Annuitant (the person on whose 
life we base Annuity Payments) do not have to be the same, unless you purchase  
a tax qualified contract or elect a GMIB (see "Living Benefits - Guaranteed     
Minimum Income Benefit (GMIB)").                                                

You can have Annuity Payments made on a variable basis, a fixed basis, or a     
combination of both. If you choose variable Annuity Payments, the amount of the 
variable Annuity Payments will depend upon the investment performance of the    
Investment Portfolio(s) you select for the Income Phase. If you choose fixed    
Annuity Payments, the amount of each payment will not change during the Income  
Phase.                                                                          

TAX DEFERRAL AND QUALIFIED PLANS. The contracts are offered for individuals and 
some tax qualified and non-tax qualified retirement plans. For any tax          
qualified account (e.g., an IRA), the tax deferred accrual feature is provided  
by the tax qualified retirement plan. Therefore, there should be reasons other  
than tax deferral for acquiring the contract within a qualified plan. (See      
"Federal Income Tax Status.")                                                   

STATE VARIATIONS. Contracts issued in your state may provide different features 
and benefits from, and impose different costs than, those described in this     
prospectus because of state law variations. These differences include, among    
other things, Free Look rights, age issuance limitations, transfer rights and   
limitations, the right to reject Purchase Payments, the right to assess         
transfer fees, requirements for unisex annuity rates, the general availability  
of certain riders, and the availability of certain features of riders. However, 
please note that the maximum fees and charges for all features and benefits are 
set forth in the fee table in this prospectus. This prospectus describes all    
the material features of the contract. If you would like to review a copy of    
the contract and any endorsements, contact our Annuity Service Center.          

FREE LOOK. You may cancel the contract within 10 days after receiving it (or    
whatever period is required in your state). If you mail your cancellation       
request, the request must be postmarked by the appropriate day; if you deliver  
your cancellation request by hand, it must be received by us by the appropriate 
day. Unless otherwise required by state law, you will receive whatever your     
contract is worth on the day that we receive your cancellation request and we   
will not deduct a withdrawal charge. The amount you receive may be more or less 
than your Purchase Payment depending upon the performance of the Investment     
Portfolios (and any interest credited by the Fixed Account, if applicable). You 
bear the risk of any decline in Account Value. We do not refund any charges or  
deductions                                                                      

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assessed during the Free Look period. We will return your Purchase Payment if   
required by law.                                                                

TAX PENALTY. The earnings in your contract are not taxed until you take money   
out of your contract. If you take money out of a Non-Qualified Contract during  
the Accumulation Phase, for tax purposes any earnings are deemed to come out    
first. If you are younger than 59 1/2 when you take money out, you may be       
charged a 10% federal tax penalty on those earnings. Payments during the Income 
Phase are considered partly a return of your original investment until your     
investment is returned.                                                         

NON-NATURAL PERSONS AS OWNERS. If the Owner of a non-qualified annuity contract 
is not a natural person (e.g., a corporation, partnership or certain trusts),   
gains under the contract are generally not eligible for tax deferral. The Owner 
of this contract can be a natural person, a trust established for the exclusive 
benefit of a natural person, a charitable remainder trust or other trust        
arrangement (if approved by us). The Owner of this contract can also be a       
Beneficiary of a deceased person's contract that is an Individual Retirement    
Account or non-qualified deferred annuity. A contract generally may have two    
Owners (both of whom must be individuals). The contract is not available to     
corporations or other business organizations, except to the extent an employer  
is the purchaser of a SEP or SIMPLE IRA contract. Subject to state approval,    
certain retirement plans qualified under the Internal Revenue Code may purchase 
the contract. If a non-natural person is the Owner of a Non-Qualified Contract, 
the distribution on death rules under the Internal Revenue Code may require     
payment to begin earlier than expected and may impact the usefulness of the     
living and/or death benefits.                                                   

NON-NATURAL PERSONS AS BENEFICIARIES. Naming a non-natural person, such as a    
trust or estate, as a Beneficiary under the contract will generally eliminate   
the Beneficiary's ability to stretch the contract or a spousal Beneficiary's    
ability to continue the contract and the living and/or death benefits.          

INQUIRIES. If you need more information, please contact our ANNUITY SERVICE     
CENTER at:                                                                      

MetLife Investors Distribution Company  

P.O. Box 10366  
Des Moines, Iowa 50306-0366 
(800) 343-8496

ELECTRONIC DELIVERY. As an Owner you may elect to receive electronic delivery   
of current prospectuses related to this contract, prospectuses and annual and   
semi-annual reports for the Investment Portfolios and other contract related    
documents.                                                                      

Contact us at WWW.METLIFEINVESTORS.COM for more information and to enroll.      

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FEE TABLES AND EXAMPLES                                                         

THE FOLLOWING TABLES DESCRIBE THE FEES AND EXPENSES THAT YOU WILL PAY WHEN      
BUYING, OWNING, AND SURRENDERING THE CONTRACT. THE FIRST TABLE DESCRIBES THE    
FEES AND EXPENSES THAT YOU WILL PAY AT THE TIME THAT YOU BUY THE CONTRACT,      
SURRENDER THE CONTRACT, OR TRANSFER ACCOUNT VALUE BETWEEN INVESTMENT OPTIONS.   
STATE PREMIUM TAXES OF 0% TO 3.5% MAY ALSO BE DEDUCTED.                         

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

OWNER TRANSACTION EXPENSES TABLE                                                

                                                                [Download Table]
                                                              
WITHDRAWAL CHARGE (Note 1)              7%                    
(as a percentage of Purchase Payments)                        
TRANSFER FEE (Note 2)                   $25                   
                                        $0 (First 12 per year)

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

Note 1. If an amount withdrawn is determined to include the withdrawal of prior 
Purchase Payments, a withdrawal charge may be assessed. Withdrawal charges are  
calculated in accordance with the following. (See "Expenses - Withdrawal        
Charge.")                                                                       

                                                                [Download Table]

Number of Complete Years from     Withdrawal Charge       
Receipt of Purchase Payment       (% of Purchase Payment) 
-------------------------------   ------------------------
                                                          
              0                              7            
              1                              6            
              2                              6            
              3                              5            
              4                              4            
              5                              3            
              6                              2            
       7 and thereafter                      0            

Note 2. There is no charge for the first 12 transfers in a Contract Year;       
thereafter the fee is $25 per transfer. MetLife USA is currently waiving the    
transfer fee, but reserves the right to charge the fee in the future.           

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THE NEXT TABLES DESCRIBE THE FEES AND EXPENSES THAT YOU WILL PAY PERIODICALLY   
DURING THE TIME THAT YOU OWN THE CONTRACT, NOT INCLUDING INVESTMENT PORTFOLIO   
FEES AND EXPENSES.                                                              

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

                                                                [Download Table]
                         
ACCOUNT FEE (Note 1)  $30


SEPARATE ACCOUNT ANNUAL EXPENSES (Note 2)                                       

(referred to as Separate Account Product Charges)                               

(as a percentage of average Account Value in the Separate Account)            

                                                                [Download Table]
                                                  
Mortality and Expense Charge                 1.05%
Administration Charge                        0.25%
                                             ---- 
Total Separate Account Annual Expenses       1.30%
Death Benefit Rider Charges (Optional)            
  (Note 3)                                        
(as a percentage of average Account               
  Value in the Separate Account)                  
Optional Death Benefit - Annual Step-Up      0.20%
Optional Death Benefit - Compounded-Plus     0.35%
Additional Death Benefit - Earnings          0.25%
  Preservation Benefit                            
Total Separate Account Annual Expenses            
Including Highest Charges for Optional       1.90%
  Death Benefits (Note 4)                         

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

Note 1. An account fee of $30 is charged on the last day of each Contract Year  
if the Account Value is less than $50,000. Different policies apply during the  
Income Phase of the contract. (See "Expenses.")                                 

Note 2. Certain charges and expenses may not apply during the Income Phase of   
the contract. (See "Expenses.")                                                 

Note 3. See below for additional optional death benefits (EDB Max V, EDB Max    
IV, EDB Max III, EDB Max II, Enhanced Death Benefit III, Enhanced Death Benefit 
II, and GLWB Death Benefit), for which the charge is assessed on the Death      
Benefit Base (GLWB Death Benefit Base for the GLWB Death Benefit) and deducted  
annually from the Account Value.                                                

Note 4. This charge is determined by adding the Mortality and Expense Charge,   
the Administration Charge, the Optional Death Benefit - Compounded-Plus Charge, 
and the Additional Death Benefit - Earnings Preservation Benefit Charge.        

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ADDITIONAL OPTIONAL RIDER CHARGES (Note 1)                                      

                                                                [Download Table]
                                              
GUARANTEED MINIMUM INCOME BENEFIT (GMIB) RIDER
CHARGES (Note 2)                              
(as a percentage of the Income Base           
  (Note 3))                                   
  GMIB Max V - maximum charge       1.50%     
  GMIB Max V - current charge       1.00%     

  GMIB Max IV - maximum charge      1.50%     
  GMIB Max IV - current charge      1.00%     

  GMIB Max III - maximum charge     1.50%     
  GMIB Max III - current charge     1.00%     

  GMIB Max II - maximum charge      1.50%     
  GMIB Max II - current charge      1.00%     

  GMIB Plus IV - maximum charge     1.50%     
  GMIB Plus IV - current charge     1.00%     

  GMIB Plus III - maximum charge    1.50%     
  GMIB Plus III - current charge    1.00%     

                                                                [Download Table]
                                                 
GUARANTEED WITHDRAWAL BENEFIT (GWB) RIDER CHARGES
(Note 4)                                         

(as a percentage of the Total                    
  Guaranteed Withdrawal Amount (Note 5))         
  GWB v1 - maximum charge               1.80%    
  GWB v1 - current charge               0.90%    

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

Note 1. Certain charges and expenses may not apply during the Income Phase of   
the contract. (See "Expenses.")                                                 

Note 2. You may only elect one GMIB rider at a time. The GMIB Max V rider is    
currently available for purchase in all states. The GMIB Max IV, GMIB Max III,  
GMIB Max II, GMIB Plus IV, and GMIB Plus III riders are not available for       
purchase. Please see "Living Benefits - GMIB Rate Table" for information on     
when and where each GMIB rider is or was available.                             

Note 3. On the issue date, the Income Base is equal to your initial Purchase    
Payment. The Income Base is adjusted for subsequent Purchase Payments and       
withdrawals. See "Living Benefits - Guaranteed Minimum Income Benefit (GMIB)"   
for a definition of the term Income Base. The GMIB Max V, GMIB Max IV, GMIB Max 
III, GMIB Max II, GMIB Plus IV, and GMIB Plus III rider charges may increase    
upon an Optional Step-Up, but they will not exceed the maximum charges listed   
in this table. (See "Expenses.")                                                

Note 4. The GWB v1 rider is currently available for purchase in all states      
except California, Oregon, and Vermont.                                         

Note 5. The Total Guaranteed Withdrawal Amount is initially set at an amount    
equal to your initial Purchase Payment. The Total Guaranteed Withdrawal Amount  
may be adjusted for subsequent Purchase Payments and withdrawals. See "Living   
Benefits - Guaranteed Withdrawal Benefit" for a definition of the term Total    
Guaranteed Withdrawal Amount. The GWB rider charge may increase upon an         
Automatic Annual Step-Up, but it will not exceed the maximum charge listed in   
this table. (See "Expenses.")                                                   

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                                                                [Download Table]
                                             
GUARANTEED LIFETIME WITHDRAWAL BENEFIT (GLWB)
RIDER CHARGES (Note 6)                       

(as a percentage of the Benefit Base         
  (Note 7))                                  
  GLWB - maximum charge              2.00%   
  GLWB - current charge              1.25%   

                                                                [Download Table]
                                            
GLWB DEATH BENEFIT RIDER CHARGES (Note 8)   

(as a percentage of the GLWB Death          
  Benefit Base (Note 9))                    
  GLWB Death Benefit - maximum charge  1.20%
  GLWB Death Benefit - current charge  0.65%

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

Note 6. The GLWB rider is currently available for purchase in all states except 
__________.                                                                     

Note 7. On the issue date, the Benefit Base is set at an amount equal to your   
initial Purchase Payment. The Benefit Base is adjusted for subsequent Purchase  
Payments and may be adjusted for withdrawals. See "Living Benefits - Guaranteed 
Lifetime Withdrawal Benefit" for a definition of the term Benefit Base. The     
GLWB rider charge may increase upon an Automatic Step-Up, but it will not       
exceed the maximum charge listed in this table. (See "Expenses.")               

Note 8. The GLWB Death Benefit may only be elected if the GLWB rider is         
elected. The GLWB Death Benefit is currently available in all states except     
__________.                                                                     

Note 9. On the issue date, the GLWB Death Benefit Base is set at an amount      
equal to your initial Purchase Payment. The GLWB Death Benefit Base is adjusted 
for subsequent Purchase Payments and all withdrawals. See "Living Benefits -    
Guaranteed Lifetime Withdrawal Benefit - GLWB Death Benefit" for a definition   
of the term GLWB Death Benefit Base. The GLWB Death Benefit rider charge may    
increase upon an Automatic Step-Up, but it will not exceed the maximum charge   
listed in this table. (See "Expenses.")                                         

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                                                                [Download Table]
                                                    
ENHANCED DEATH BENEFIT (EDB) RIDER CHARGES (Note 10)

(as a percentage of the Death Benefit               
  Base (Note 11))                                   
  EDB Max V - maximum charge             1.50%      
  EDB Max V (issue age 69 or younger) -  0.60%      
    current charge                                  
  EDB Max V (issue age 70-72) -          1.15%      
    current charge                                  

  EDB Max IV - maximum charge            1.50%      
  EDB Max IV (issue age 69 or younger)   0.60%      
    - current charge                                
  EDB Max IV (issue age 70-75) -         1.15%      
    current charge                                  

  EDB Max III - maximum charge           1.50%      
  EDB Max III (issue age 69 or younger)  0.60%      
    - current charge                                
  EDB Max III (issue age 70-75) -        1.15%      
    current charge                                  

  EDB Max II - maximum charge            1.50%      
  EDB Max II (issue age 69 or younger)   0.60%      
    - current charge                                
  EDB Max II (issue age 70-75) -         1.15%      
    current charge                                  

  Enhanced Death Benefit III - maximum   1.50%      
    charge                                          
  Enhanced Death Benefit III (issue age  0.60%      
    69 or younger) - current charge                 
  Enhanced Death Benefit III (issue age  1.15%      
    70-75) - current charge                         

  Enhanced Death Benefit II - maximum    1.50%      
    charge                                          
  Enhanced Death Benefit II (issue age   0.60%      
    69 or younger) - current charge                 
  Enhanced Death Benefit II (issue age   1.15%      
    70-75) - current charge                         

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

Note 10. You may only elect one Enhanced Death Benefit rider at a time. The EDB 
Max V rider is currently available for purchase in all states. The EDB Max IV,  
EDB Max III, EDB Max II, Enhanced Death Benefit III, and Enhanced Death Benefit 
II riders are not available for purchase. Please see "Death Benefit - EDB Rate  
Table" for information on when and where each EDB rider is or was available.    
The EDB Max V rider may only be elected if the GMIB Max V rider is also         
elected. The EDB Max IV rider could only be elected if the GMIB Max IV rider    
was also elected. The EDB Max III rider could only be elected if the GMIB Max   
III rider was also elected. The EDB Max II rider could only be elected if the   
GMIB Max II rider was also elected. The Enhanced Death Benefit III rider could  
only be elected if the GMIB Plus IV rider was also elected. The Enhanced Death  
Benefit II rider could only be elected if the GMIB Plus III rider was also      
elected.                                                                        

Note 11. The Death Benefit Base is initially set at an amount equal to your     
initial Purchase Payment. The Death Benefit Base is adjusted for subsequent     
Purchase Payments and withdrawals. For a definition of the term Death Benefit   
Base, see "Death Benefit - Optional Death Benefit - Enhanced Death Benefit      
(EDB)." The EDB Max V, EDB Max IV, EDB Max III, EDB Max II, Enhanced Death      
Benefit III, and Enhanced Death Benefit II rider charges may increase upon an   
Optional Step-Up, but they will not exceed the maximum charges listed in this   
table. (See "Expenses.")                                                        

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

THE NEXT TABLE SHOWS THE MINIMUM AND MAXIMUM TOTAL OPERATING EXPENSES CHARGED   
BY THE INVESTMENT PORTFOLIOS THAT YOU MAY PAY PERIODICALLY DURING THE TIME THAT 
YOU OWN THE CONTRACT. CERTAIN INVESTMENT PORTFOLIOS MAY IMPOSE A REDEMPTION FEE 
IN THE FUTURE. MORE DETAIL CONCERNING EACH INVESTMENT PORTFOLIO'S FEES AND      
EXPENSES IS CONTAINED IN THE PROSPECTUSES FOR THE INVESTMENT PORTFOLIOS, WHICH  
CAN BE FOUND BY VISITING WWW.METLIFE.COM; WWW.SEC.GOV; OR BY CONTACTING YOUR    
REGISTERED REPRESENTATIVE.                                                      

                                                                [Download Table]
                                                            
                                         Minimum     Maximum
                                         -------     -------

Total Annual Portfolio Expenses          0.52%       1.90%  
(expenses that are deducted from                            
  Investment Portfolio assets, including                    
  management fees, 12b-1/service fees,                      
  and other expenses)                                       

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

FOR INFORMATION CONCERNING COMPENSATION PAID FOR THE SALE OF THE CONTRACTS, SEE 
"OTHER INFORMATION - DISTRIBUTOR."                                              

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EXAMPLES                                                                        

THESE EXAMPLES ARE INTENDED TO HELP YOU COMPARE THE COST OF INVESTING IN THE    
CONTRACT WITH THE COST OF INVESTING IN OTHER VARIABLE ANNUITY CONTRACTS. THESE  
COSTS INCLUDE CONTRACT OWNER TRANSACTION EXPENSES, CONTRACT FEES, SEPARATE      
ACCOUNT ANNUAL EXPENSES, AND INVESTMENT PORTFOLIO FEES AND EXPENSES.            

THE EXAMPLES ASSUME THAT YOU INVEST $10,000 IN THE CONTRACT FOR THE TIME        
PERIODS INDICATED. THE EXAMPLES ALSO ASSUME THAT YOUR INVESTMENT HAS A 5%       
RETURN EACH YEAR AND ASSUME: (A) MAXIMUM AND (B) MINIMUM FEES AND EXPENSES OF   
ANY OF THE INVESTMENT PORTFOLIOS (BEFORE ANY WAIVER AND/OR REIMBURSEMENT).      
ALTHOUGH YOUR ACTUAL COSTS MAY BE HIGHER OR LOWER, BASED ON THESE ASSUMPTIONS,  
YOUR COSTS WOULD BE:                                                            

[TO BE UPDATED BY AMENDMENT]                                                    

CHART 1. Chart 1 assumes you select the optional Guaranteed Lifetime Withdrawal 
Benefit (GLWB) rider (assuming the maximum 2.00% charge applies in all Contract 
Years) with the GLWB Death Benefit (assuming the maximum 1.20% charge applies   
in all Contract Years), which is the most expensive way to purchase the         
contract.                                                                       

(1) IF YOU SURRENDER YOUR CONTRACT AT THE END OF THE APPLICABLE TIME PERIOD:    

                                                                [Download Table]

                           Time Periods                               
                1 year         3 years        5 years       10 years  
             ------------   ------------   ------------   ------------
                                                                      
maximum             (a)$           (a)$           (a)$           (a)$ 
minimum             (b)$           (b)$           (b)$           (b)$ 

(2) IF YOU DO NOT SURRENDER YOUR CONTRACT OR IF YOU ANNUITIZE AT THE END OF THE 
APPLICABLE TIME PERIOD:                                                       

                                                                [Download Table]

                           Time Periods                               
                1 year         3 years        5 years       10 years  
             ------------   ------------   ------------   ------------
                                                                      
maximum             (a)$           (a)$           (a)$           (a)$ 
minimum             (b)$           (b)$           (b)$           (b)$ 

CHART 2. Chart 2 assumes you do not select optional death benefit riders or     
living benefit riders, which is the least expensive way to purchase the         
contract.                                                                       

(1) IF YOU SURRENDER YOUR CONTRACT AT THE END OF THE APPLICABLE TIME PERIOD:    

                                                                [Download Table]

                           Time Periods                               
                1 year         3 years        5 years       10 years  
             ------------   ------------   ------------   ------------
                                                                      
maximum             (a)$           (a)$           (a)$           (a)$ 
minimum             (b)$           (b)$           (b)$           (b)$ 

(2) IF YOU DO NOT SURRENDER YOUR CONTRACT OR IF YOU ANNUITIZE AT THE END OF THE 
APPLICABLE TIME PERIOD:                                                       

                                                                [Download Table]

                           Time Periods                               
                1 year         3 years        5 years       10 years  
             ------------   ------------   ------------   ------------
                                                                      
maximum             (a)$           (a)$           (a)$           (a)$ 
minimum             (b)$           (b)$           (b)$           (b)$ 

The Examples should not be considered a representation of past or future        
expenses or annual rates of return of any Investment Portfolio. Actual expenses 
and annual rates of return may be more or less than those assumed for the       
purpose of the Examples. Condensed financial information containing the         
Accumulation Unit value history appears in Appendix A of this prospectus as     
well as in the SAI.                                                             

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1. THE ANNUITY CONTRACT                                                         

This prospectus describes the Variable Annuity Contract offered by us.          

The variable annuity contract is a contract between you as the Owner, and us,   
the insurance company, where we promise to pay an income to you, in the form of 
Annuity Payments, beginning on a designated date that you select. Until you     
decide to begin receiving Annuity Payments, your annuity is in the ACCUMULATION 
PHASE. Once you begin receiving Annuity Payments, your contract switches to the 
INCOME PHASE.                                                                   

The contract benefits from tax deferral. Tax deferral means that you are not    
taxed on earnings or appreciation on the assets in your contract until you take 
money out of your contract. For any tax qualified account (e.g., an IRA), the   
tax deferred accrual feature is provided by the tax qualified retirement plan.  
Therefore, there should be reasons other than tax deferral for acquiring the    
contract within a qualified plan. (See "Federal Income Tax Status.")            

The contract is called a variable annuity because you can choose among the      
Investment Portfolios and, depending upon market conditions, you can make or    
lose money in any of these portfolios. If you select the variable annuity       
portion of the contract, the amount of money you are able to accumulate in your 
contract during the Accumulation Phase depends upon the investment performance  
of the Investment Portfolio(s) you select. The amount of the Annuity Payments   
you receive during the Income Phase from the variable annuity portion of the    
contract also depends, in part, upon the investment performance of the          
Investment Portfolio(s) you select for the Income Phase. We do not guarantee    
the investment performance of the variable annuity portion. You bear the full   
investment risk for all amounts allocated to the variable annuity portion.      
However, there are certain optional features that provide guarantees that can   
reduce your investment risk (see "Living Benefits").                            

In most states, the contract also contains a FIXED ACCOUNT option (contact your 
registered representative regarding your state). The Fixed Account is part of   
our general account and offers an interest rate that is guaranteed by us. The   
minimum interest rate depends on the date your contract is issued but will not  
be less than 1%. Your registered representative can tell you the current and    
minimum interest rates that apply. Because of exemptive and exclusionary        
provisions, interests in the Fixed Account have not been registered under the   
Securities Act of 1933, and neither the Fixed Account nor the general account   
has been registered as an investment company under the Investment Company Act   
of 1940. Therefore, although the contract makes interests in the Fixed Account  
generally available for allocation of Purchase Payments and Account Value       
(subject to limitations - see, for example, "Purchase Payments - Allocation of  
Purchase Payments" and "Investment Options -Transfers - General"), for          
securities law purposes the descriptions of the Fixed Account in this           
prospectus do not consitute an offer to sell, or a solicitation of an offer to  
buy, Fixed Account interests. If you select the Fixed Account, your money will  
be placed with our other general account assets, and the amount of money you    
are able to accumulate in your contract during the Accumulation Phase depends   
upon the total interest credited to your contract. The Fixed Account is part of 
our general account. Our general account consists of all assets owned by us     
other than those in the Separate Account and our other separate accounts. We    
have sole discretion over the investment of assets in the general account. If   
you select a fixed Annuity Payment option during the Income Phase, payments are 
made from our general account assets. All guarantees as to Purchase Payments or 
Account Value allocated to the Fixed Account, interest credited to the Fixed    
Account, and fixed Annuity Payments are subject to our financial strength and   
claims-paying ability.                                                          

The amount of the Annuity Payments you receive during the Income Phase from a   
fixed Annuity Payment option of the contract will remain level for the entire   
Income Phase. (Please see "Annuity Payments (The Income Phase)" for more        
information.)                                                                   

As Owner of the contract, you exercise all interests and rights under the       
contract. You can change the Owner at any time, subject to our underwriting     
rules (a change of ownership may terminate certain optional riders). The        
contract may be owned generally by Joint Owners (limited to two natural         
persons). We provide more information on this under "Other Information -        
Ownership."                                                                     

All contract provisions will be interpreted and administered in accordance with 
the requirements of the Internal Revenue Code (the "Code"). Any Code references 
to                                                                              

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"spouses" include those persons who are married spouses under state law,        
regardless of sex.                                                              

2. PURCHASE                                                                     

The contract may not be available for purchase through your broker dealer       
("selling firm") during certain periods. There are a number of reasons why the  
contract periodically may not be available, including that the insurance        
company wants to limit the volume of sales of the contract. You may wish to     
speak to your registered representative about how this may affect your          
purchase. For example, you may be required to submit your purchase application  
in Good Order prior to or on a stipulated date in order to purchase a contract, 
and a delay in such process could result in your not being able to purchase a   
contract. In addition, certain optional riders described in this prospectus may 
not be available through your selling firm, which you may also wish to discuss  
with your registered representative. Your selling firm may offer the contract   
with a lower maximum issue age for the contract and certain riders than other   
selling firms.                                                                  

We reserve the right to reject any application.                                 

PURCHASE PAYMENTS                                                               

A PURCHASE PAYMENT is the money you give us to invest in the contract. The      
initial Purchase Payment is due on the date the contract is issued. You may     
also be permitted to make subsequent Purchase Payments. Initial and subsequent  
Purchase Payments are subject to certain requirements. These requirements are   
explained below. We may restrict your ability to make subsequent Purchase       
Payments. The manner in which subsequent Purchase Payments may be restricted is 
discussed below.                                                                

GENERAL REQUIREMENTS FOR PURCHASE PAYMENTS. The following requirements apply to 
initial and subsequent Purchase Payments:                                       

o  The minimum initial Purchase Payment we will accept is $5,000 when the       
contract is purchased as a Non-Qualified Contract.                    

o  If you are purchasing the contract as part of an IRA (Individual Retirement  
   Annuity) or other qualified plan, the minimum initial Purchase Payment we
will accept is $2,000.                                                

o  If you want to make an initial Purchase Payment of $1 million or more, or a  
   subsequent Purchase Payment that would cause your total Purchase Payments
to exceed $1 million, you will need our prior approval.               

o  The minimum subsequent Purchase Payment is $500 unless you have elected an   
electronic funds transfer program approved by us, in which case the   
minimum subsequent Purchase Payment is $100 per month.                

o  We will accept a different amount if required by federal tax law.            

o  We reserve the right to refuse Purchase Payments made via a personal check   
   in excess of $100,000. Purchase Payments over $100,000 may be accepted in
   other forms, including, but not limited to, EFT/wire transfers, certified
 checks, corporate checks, and checks written on financial institutions.
The form in which we receive a Purchase Payment may determine how soon
 subsequent disbursement requests may be fulfilled. (See "Access to Your
Money.")                                                              

o  We will not accept Purchase Payments made with cash, money orders, or        
travelers checks.                                                     

RESTRICTIONS ON SUBSEQUENT PURCHASE PAYMENTS. We may restrict your ability to   
make subsequent Purchase Payments. We will notify you in advance if we impose   
restrictions on subsequent Purchase Payments. You and your financial            
representative should carefully consider whether our ability to restrict        
subsequent Purchase Payments is consistent with your investment objectives.     

o  We reserve the right to reject any Purchase Payment and to limit future      
 Purchase Payments. This means that we may restrict your ability to make
subsequent Purchase Payments for any reason, subject to applicable    
    requirements in your state. We may make certain exceptions to restrictions
on subsequent Purchase Payments in accordance with our established    
administrative procedures.                                            

o  Certain riders have current and potential restrictions on subsequent         
Purchase Payments that are described in more detail below. For more   
information, see these subsections below: "Investment Allocation      
Restrictions for Certain Riders - Investment Allocation and Other     
Purchase Payment Restrictions for the GMIB Max, EDB Max, and GWB v1   
Riders"; "Investment Allocation Restrictions for Certain Riders -     
Investment Allocation and Other Purchase Payment Restrictions for GMIB
Plus IV, EDB III, GMIB Plus III,                                      

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   and EDB II"; and "Investment Allocation Restrictions for Certain Riders -
Investment Allocation and Other Purchase Payment Restrictions for the 
GLWB."                                                                

TERMINATION FOR LOW ACCOUNT VALUE                                               

We may terminate your contract by paying you the Account Value in one sum if,   
prior to the Annuity Date, you do not make Purchase Payments for two            
consecutive Contract Years, the total amount of Purchase Payments made, less    
any partial withdrawals, is less than $2,000 or any lower amount required by    
federal tax laws, and the Account Value on or after the end of such two year    
period is less than $2,000. (A CONTRACT YEAR is defined as a one-year period    

starting on the date the contract is issued and on each contract anniversary    
thereafter.) Accordingly, no contract will be terminated due solely to negative 
investment performance. Federal tax law may impose additional restrictions on   
our right to cancel your Traditional IRA, Roth IRA, SEP, SIMPLE IRA or other    
Qualified Contract. We will not terminate any contract that includes a          
Guaranteed Minimum Income Benefit, Guaranteed Withdrawal Benefit, or Guaranteed 
Lifetime Withdrawal Benefit rider or a guaranteed death benefit if at the time  
the termination would otherwise occur the Income Base of the Guaranteed Minimum 
Income Benefit rider, the Remaining Guaranteed Withdrawal Amount of the         
Guaranteed Withdrawal Benefit rider, any guaranteed amount remaining under the  
Guaranteed Lifetime Withdrawal Benefit, or the guaranteed amount under any      
death benefit, is greater than the Account Value. For all other contracts, we   
reserve the right to exercise this termination provision, subject to obtaining  
any required regulatory approvals.                                              

ALLOCATION OF PURCHASE PAYMENTS                                                 

When you purchase a contract, we will allocate your Purchase Payment to the     
Fixed Account and/or any of the Investment Portfolios you have selected. You    
may not choose more than 18 Investment Portfolios (including the Fixed Account) 
at the time your initial Purchase Payment is allocated. Each allocation must be 
at least $500 and must be in whole numbers.                                     

We have reserved the right to restrict payments to the Fixed Account if any of  
the following conditions exist:                                                 

o  the credited interest rate on the Fixed Account is equal to the guaranteed   
minimum rate indicated in your contract; or                           

o  your Account Value in the Fixed Account equals or exceeds our published      
maximum for Fixed Account allocation (currently, there is no limit; we
will notify you of any such maximum allocation limit); or             

o  a transfer was made out of the Fixed Account within the previous 180 days.   

Once we receive your Purchase Payment and the necessary information (or a       
designee receives a payment and the necessary information in accordance with    
the designee's administrative procedures), we will issue your contract and      
allocate your first Purchase Payment within 2 Business Days. A BUSINESS DAY is  
each day that the New York Stock Exchange is open for business. A Business Day  
closes at the close of normal trading on the New York Stock Exchange, usually   
4:00 p.m. Eastern Time. If you do not give us all of the information we need,   
we will contact you to get it before we make any allocation. If for some reason 
we are unable to complete this process within 5 Business Days, we will either   
send back your money or get your permission to keep it until we get all of the  
necessary information. (See "Other Information - Requests and Elections.")      

We may restrict the investment options available to you if you select certain   
optional riders. These restrictions are intended to reduce the risk of          
investment losses that could require us to use our own assets to pay amounts    
due under the selected optional rider.                                          

In the future, we may change the investment options that are available to you   
if you select certain optional riders. If you elect an optional rider and we    
later remove an investment option from the group of investment options          
available under that rider, you will not be required to reallocate Purchase     
Payments or Account Value that you had previously allocated to that investment  
option. However, you may not be able to allocate new Purchase Payments or       
transfer Account Value to that investment option.                               

If you choose the GMIB Max V, GMIB Max IV, GMIB Max III, GMIB Max II, EDB Max   
V, EDB Max IV, EDB Max III, EDB Max II, or GWB v1 riders, we require you to     
allocate your Purchase Payments and Account Value as described below under      
"Investment Allocation and Other Purchase Payment Restrictions for the GMIB     
Max, EDB Max, and GWB v1 Riders" until the rider terminates.                    

If you choose the Guaranteed Minimum Income Benefit Plus IV (GMIB Plus IV),     
Enhanced Death Benefit III (EDB                                                 

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III), Guaranteed Minimum Income Benefit Plus III (GMIB Plus III), or Enhanced   
Death Benefit II (EDB II) riders, we require you to allocate your Purchase      
Payments and Account Value as described below under "Investment Allocation and  
Other Purchase Payment Restrictions for GMIB Plus IV, EDB III, GMIB Plus III,   
and EDB II" until the rider terminates.                                         

If you choose the Guaranteed Lifetime Withdrawal Benefit (GLWB) rider, we       
require you to allocate your Purchase Payments and Account Value as described   
below under "Investment Allocation and Other Purchase Payment Restrictions for  
the GLWB" until the rider terminates.                                           

If you make additional Purchase Payments, we will allocate them in the same way 
as your first Purchase Payment unless you tell us otherwise. However, if you    
make an additional Purchase Payment while an EDCA or Dollar Cost Averaging (DCA)
program is in effect, we will not allocate the additional Purchase Payment to   
the EDCA or DCA program, unless you tell us to do so. Instead, unless you give  
us other instructions, we will allocate the additional Purchase Payment directly
to the same destination Investment Portfolios you selected under the EDCA or DCA
program. (See "Investment Options - Dollar Cost Averaging Programs.") You may   
change your allocation instructions at any time by notifying us in writing, by  
calling us or by Internet. You may not choose more than 18 Investment Portfolios
(including the Fixed Account) at the time you submit a subsequent Purchase      
Payment. If you wish to allocate the payment to more than 18 Investment         
Portfolios (including the Fixed Account), we must have your request to allocate 
future Purchase Payments to more than 18 Investment Portfolios on record before 
we can apply your subsequent Purchase Payment to your chosen allocation. If     
there are Joint Owners, unless we are instructed to the contrary, we will accept
allocation instructions from either Joint Owner.                                

INVESTMENT ALLOCATION RESTRICTIONS FOR CERTAIN RIDERS                           

INVESTMENT ALLOCATION AND OTHER PURCHASE PAYMENT RESTRICTIONS FOR THE GMIB MAX, 
EDB MAX, AND GWB V1 RIDERS                                                      

If you elect the GMIB Max V or EDB Max V riders, or if you elected the GMIB Max 
IV, GMIB Max III, GMIB Max II, EDB Max IV, EDB Max III or EDB Max II riders     
(all eight riders are referred to collectively as the "GMIB Max and EDB Max     
riders"), or if you elect the GWB v1 rider, you may allocate your Purchase      
Payments and Account Value among the following Investment Portfolios:           

(a) AllianceBernstein Global Dynamic Allocation Portfolio                       

(b) Allianz Global Investors Dynamic Multi-Asset Plus Portfolio                 

(c) AQR Global Risk Balanced Portfolio                                          

(d) BlackRock Global Tactical Strategies Portfolio                              

(e) Invesco Balanced-Risk Allocation Portfolio                                  

(f) JPMorgan Global Active Allocation Portfolio                                 

(g) MetLife Balanced Plus Portfolio                                             

(h) MetLife Multi-Index Targeted Risk Portfolio                                 

(i) PanAgora Global Diversified Risk Portfolio                                  

(j) Pyramis (Reg. TM) Managed Risk Portfolio                                    

(k) Schroders Global Multi-Asset Portfolio                                      

In addition, you may allocate Purchase Payments and Account Value to the        
Barclays Aggregate Bond Index Portfolio and the Pyramis (Reg. TM) Government    
Income Portfolio. No other Investment Portfolios are available with the GMIB    
Max, EDB Max, or GWB v1 riders.                                                 

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The Investment Portfolios listed above (other than the Barclays Aggregate Bond  
Index Portfolio and the Pyramis (Reg. TM) Government Income Portfolio) have     
investment strategies intended in part to reduce the risk of investment losses  
that could require us to use our own assets to make payments in connection with 
the guarantees under the GMIB Max, EDB Max, and GWB v1 riders. For example,     
certain of the Investment Portfolios are managed in a way that is intended to   
minimize volatility of returns and hedge against the effects of interest rate   
changes. Other investment options that are available if the GMIB Max, EDB Max,  
or GWB v1 riders are not selected may offer the potential for higher returns.   
Before you select a GMIB Max, EDB Max, or GWB v1 rider, you and your financial  
representative should carefully consider whether the investment options         
available with the GMIB Max, EDB Max, and GWB v1 riders meet your investment    
objectives and risk tolerance.                                                  

You may also allocate Purchase Payments to the Enhanced Dollar Cost Averaging   
(EDCA) program, provided that your destination portfolios are one or more of    
the Investment Portfolios listed above. If you elect the GMIB Max, EDB Max, or  
GWB v1 riders, you may not participate in the Dollar Cost Averaging (DCA)       
program.                                                                        

RESTRICTIONS ON INVESTMENT ALLOCATIONS AFTER RIDER TERMINATES. If you elected a 
GMIB Max rider and it terminates, or if you elected both a GMIB Max rider and   
the corresponding EDB Max rider and both riders terminate, or if you elected    
the GWB v1 rider and it terminates, the investment allocation restrictions      
described above will no longer apply and you will be permitted to allocate      
subsequent Purchase Payments or transfer Account Value to any of the available  
Investment Portfolios, but not to the Fixed Account. However, if you elected    
both a GMIB Max rider and the corresponding EDB Max rider, and only the GMIB    
Max rider has terminated, the investment allocation restrictions described      
above under "Investment Allocation and Other Purchase Payment Restrictions for  
the GMIB Max, EDB Max, and GWB v1 Riders" will continue to apply. (For          
information on the termination of the GMIB Max, EDB Max, and GWB v1 riders, see 
the descriptions of the GMIB and GWB riders in the "Living Benefits" section    
and the description of the EDB riders in the "Death Benefit" section.)          

RESTRICTIONS ON SUBSEQUENT PURCHASE PAYMENTS - GMIB MAX AND EDB MAX. The        
following subsections describe potential and current restrictions on subsequent 
Purchase Payments for the GMIB Max and EDB Max riders.                          

POTENTIAL RESTRICTIONS ON SUBSEQUENT PURCHASE PAYMENTS. (The following does not 
apply to contracts issued in Oregon. For information on Oregon, see the         
"Potential Restrictions on Subsequent Purchase Payments - Oregon Only"          
subsection below.) In the future, we may choose not to permit Owners of         
existing contracts with a GMIB Max V, GMIB Max IV, GMIB Max III, or GMIB Max II 
rider to make subsequent Purchase Payments if: (a) that GMIB Max rider is no    
longer available to new customers, or (b) we make certain changes to the terms  
of that GMIB Max rider offered to new customers (for example, if we change the  
rider charge; see your contract schedule for a list of the other changes).      
Similarly, in the future, we may choose not to permit Owners of existing        
contracts with an EDB Max V, EDB Max IV, EDB Max III, or EDB Max II rider to    
make subsequent Purchase Payments if: (a) that EDB Max rider is no longer       
available to new customers, or (b) we make certain changes to the terms of that 
EDB Max rider offered to new customers (see your contract schedule for a list   
of the changes). We will notify Owners of contracts with a GMIB Max or EDB Max  
rider in advance if we impose restrictions on subsequent Purchase Payments. If  
we impose restrictions on subsequent Purchase Payments, contract Owners will    
still be permitted to transfer Account Value among the Investment Portfolios    
listed above.                                                                   

POTENTIAL RESTRICTIONS ON SUBSEQUENT PURCHASE PAYMENTS - OREGON ONLY. In        
Oregon, we may choose not to permit Owners of existing contracts with a GMIB    
Max or EDB Max rider to make subsequent Purchase Payments. We will not impose   
restrictions on subsequent Purchase Payments until at least 90 days after the   
contract has been issued. We will notify Owners of contracts with the affected  
GMIB Max and/or EDB Max riders in advance if we impose restrictions on          
subsequent Purchase Payments. If we impose restrictions on subsequent Purchase  
Payments, contract Owners will still be permitted to transfer Account Value     
among the Investment Portfolios listed above.                                   

For contracts issued in all states, if we have imposed restrictions on          
----------------------------------                                              
subsequent Purchase Payments on your contract, we will permit you to make a     
subsequent Purchase Payment when either of the following conditions apply to    
your contract: (a) your Account Value is below the minimum described in         
"Purchase - Termination for Low Account Value"; or (b) the rider charge is      
greater than your Account Value.                                                

CURRENT RESTRICTIONS ON SUBSEQUENT PURCHASE PAYMENTS. (The following does not   
apply to contracts issued in Oregon. For information on Oregon, see the         
"Current                                                                        

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Restrictions on Subsequent Purchase Payments - Oregon Only" subsection below.)  

o  If we received your application and necessary information, in Good Order, at 
   our MetLife Annuity Service Center before the close of the New York Stock
      ------
 Exchange on December 2, 2011, and you elected the GMIB Max II rider (or
    the GMIB Max II rider and the corresponding EDB Max II rider), we will not
 accept subsequent Purchase Payments from you after the close of the New
York Stock Exchange on August 9, 2013. However, we will accept a      
   subsequent Purchase Payment received after August 9, 2013 if the Purchase
 Payment was initiated by paperwork for a direct transfer or an exchange
under Section 1035 of the Internal Revenue Code that we accepted, and 
 which was received by our MetLife Annuity Service Center in Good Order,
before the close of the New York Stock Exchange on August 9, 2013.    

o  If we received your application and necessary information, in Good Order, at 
  our MetLife Annuity Service Center after the close of the New York Stock
     -----
 Exchange on December 2, 2011, and you elected the GMIB Max II rider (or
    the GMIB Max II rider and the corresponding EDB Max II rider), we will not
 accept subsequent Purchase Payments from you after the close of the New
York Stock Exchange on April 27, 2012. However, we will accept a      
   subsequent Purchase Payment received after April 27, 2012 if the Purchase
 Payment was initiated by paperwork for a direct transfer or an exchange
under Section 1035 of the Internal Revenue Code that we accepted, and 
 which was received by our MetLife Annuity Service Center in Good Order,
before the close of the New York Stock Exchange on March 30, 2012.    

o  If you elected the GMIB Max III or GMIB Max IV rider (or the GMIB Max III or 
   GMIB Max IV rider and the corresponding EDB Max III or EDB Max IV rider),
  we will not accept subsequent Purchase Payments from you after the close
   of the New York Stock Exchange on August 9, 2013. However, we will accept
a subsequent Purchase Payment received after August 9, 2013 if the    
 Purchase Payment was initiated by paperwork for a direct transfer or an
    exchange under Section 1035 of the Internal Revenue Code that we accepted,
and which was received by our MetLife Annuity Service Center in Good  
   Order, before the close of the New York Stock Exchange on August 9, 2013.

CURRENT RESTRICTIONS ON SUBSEQUENT PURCHASE PAYMENTS - OREGON ONLY              

o  For contracts issued in Oregon only, if we received your application and     
necessary information, in Good Order, at our MetLife Annuity Service  
    Center before the close of the New York Stock Exchange on December 2, 2011
------                                                  
and you elected the GMIB Max II rider, we will not accept subsequent  
 Purchase Payments from you after the later of: (1) the close of the New
  York Stock Exchange on August 9, 2013; or (2) 90 days after the contract
    was issued. However, we will accept a subsequent Purchase Payment received
   after the later of (1) or (2) above if the Purchase Payment was initiated
 by paperwork for a direct transfer or an exchange under Section 1035 of
   the Internal Revenue Code that we accepted, and which was received by our
  MetLife Annuity Service Center in Good Order, before the later of (1) or
(2) above.                                                            

o  For contracts issued in Oregon only, if we received your application and     
necessary information, in Good Order, at our MetLife Annuity Service  
   Center after the close of the New York Stock Exchange on December 2, 2011
-----                                                   
and you elected the GMIB Max II rider, we will not accept subsequent  
 Purchase Payments from you after the later of: (1) the close of the New
  York Stock Exchange on April 27, 2012; or (2) 90 days after the contract
    was issued. However, we will accept a subsequent Purchase Payment received
   after the later of (1) or (2) above if the Purchase Payment was initiated
 by paperwork for a direct transfer or an exchange under Section 1035 of
   the Internal Revenue Code that we accepted, and which was received by our
  MetLife Annuity Service Center in Good Order, before the later of (1) or
(2) above.                                                            

o  For contracts issued in Oregon only, if you elected the GMIB Max III or GMIB 
Max IV rider (or the GMIB Max III or GMIB Max IV rider and the        
corresponding EDB Max III or EDB Max IV rider), we will not accept    
    subsequent Purchase Payments from you after the later of: (1) the close of
 the New York Stock Exchange on August 9, 2013; or (2) 90 days after the
    contract was issued. However, we will accept a subsequent Purchase Payment
  received after the later of (1) or (2) above if the Purchase Payment was
   initiated by paperwork for a direct transfer or an exchange under Section
1035 of the Internal Revenue Code that we accepted, and which         

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  was received by our MetLife Annuity Service Center in Good Order, before
the later of (1) or (2) above.                                        

RESTRICTION ON SUBSEQUENT PURCHASE PAYMENTS - GWB V1. While the GWB v1 rider is 
in effect, you are limited to making Purchase Payments within the GWB Purchase  
Payment Period (see "Living Benefits - GWB Rate Table"). However, we will permit
you to make a subsequent Purchase Payment after the GWB Purchase Payment Period 
when either of the following conditions apply to your contract: (a) your Account
Value is below the minimum described in "Purchase - Termination for Low Account 
Value"; or (b) the GWB v1 rider charge is greater than your Account Value. If   
the GWB v1 rider is cancelled (see "Living Benefits - Operation of the          
Guaranteed Withdrawal Benefit - Cancellation and Guaranteed Principal           
Adjustment") or terminated (see "Living Benefits - Operation of the Guaranteed  
Withdrawal Benefit - Termination of the GWB Rider"), the restriction on         
subsequent Purchase Payments no longer applies.                                 

CALIFORNIA FREE LOOK REQUIREMENTS FOR PURCHASERS AGE 60 AND OVER. If you elect  
a GMIB Max, EDB Max, or GWB v1 rider and you are a California purchaser aged 60 
or older, you may allocate your Purchase Payments to the BlackRock Money Market 
Portfolio during the Free Look period. (See the "Free Look" section below.)     
After the Free Look period expires, your Account Value will automatically be    
transferred to one or more of the Investment Portfolios listed above, according 
to the allocation instructions you have given us. If you allocate your Purchase 
Payments to the BlackRock Money Market Portfolio and the contract is cancelled  
during the Free Look period, we will give you back your Purchase Payments. If   
you do not allocate your Purchase Payments to the BlackRock Money Market        
Portfolio and the contract is cancelled during the Free Look period, you will   
only be entitled to a refund of the contract's Account Value, which may be less 
than the Purchase Payments made to the contract.                                

INVESTMENT ALLOCATION AND OTHER PURCHASE PAYMENT RESTRICTIONS FOR GMIB PLUS IV, 
EDB III, GMIB PLUS III, AND EDB II ALLOCATION. If you elect the GMIB Plus IV    
rider, the Enhanced Death Benefit III rider, the GMIB Plus III rider, or the    
Enhanced Death Benefit II rider, you must comply with certain investment        
allocation restrictions. SPECIFICALLY, YOU MUST ALLOCATE ACCORDING TO EITHER    
                                                                  ------
(A) OR (B) BELOW:                                                             

(A) You must allocate:                                                          

o  100% of your Purchase Payments or Account Value among the AllianceBernstein  
Global Dynamic Allocation Portfolio, Allianz Global Investors Dynamic 
  Multi-Asset Plus Portfolio, American Funds (Reg. TM) Balanced Allocation
Portfolio, American Funds (Reg. TM) Moderate Allocation Portfolio, AQR
Global Risk Balanced Portfolio, BlackRock Global Tactical Strategies  
Portfolio, Invesco Balanced-Risk Allocation Portfolio, JPMorgan Global
Active Allocation Portfolio, MetLife Asset Allocation 20 Portfolio,   
MetLife Asset Allocation 40 Portfolio, MetLife Asset Allocation 60    
  Portfolio, MetLife Balanced Plus Portfolio, MetLife Multi-Index Targeted
   Risk Portfolio, PanAgora Global Diversified Risk Portfolio, Pyramis (Reg.
  TM) Managed Risk Portfolio, Schroders Global Multi-Asset Portfolio, SSgA
   Growth and Income ETF Portfolio, BlackRock Money Market Portfolio, and/or
the Fixed Account (you may also allocate Purchase Payments to the EDCA
   program, provided that your destination portfolios are one or more of the
    above listed Investment Portfolios; you may not allocate Purchase Payments
to the Dollar Cost Averaging program).                                

OR                                                                              

(B) You must allocate:                                                          

o  AT LEAST 30% of Purchase Payments or Account Value to Platform 1 portfolios  
and/or to the Fixed Account;                                          

o  UP TO 70% of Purchase Payments or Account Value to Platform 2 portfolios;    

o  UP TO 15% of Purchase Payments or Account Value to Platform 3 portfolios;    
and                                                                   

o  UP TO 15% of Purchase Payments or Account Value to Platform 4 portfolios.    

(See the "EDCA" section below for information on allocating Purchase Payments   
to the EDCA account under option (B). You may not allocate Purchase Payments to 
the Dollar Cost Averaging program under option (B).)                            

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The investment options in each Platform are:                                    

Platform 1                                                                      
----------                                                                      

Fixed Account                                                         
Barclays Aggregate Bond Index Portfolio                               
BlackRock Money Market Portfolio                                      
JPMorgan Core Bond Portfolio                                          
Met/Franklin Low Duration Total Return Portfolio                      
PIMCO Inflation Protected Bond Portfolio                              
PIMCO Total Return Portfolio                                          
Pyramis (Reg. TM) Government Income Portfolio                         
Western Asset Management U.S. Government Portfolio                    

Platform 2                                                                      
----------                                                                      

AllianceBernstein Global Dynamic Allocation Portfolio                 
Allianz Global Investors Dynamic Multi-Asset Plus Portfolio           
American Funds (Reg. TM) Balanced Allocation Portfolio                
American Funds (Reg. TM) Growth Allocation Portfolio                  
American Funds (Reg. TM) Growth Portfolio                             
American Funds (Reg. TM) Moderate Allocation Portfolio                
AQR Global Risk Balanced Portfolio                                    
Baillie Gifford International Stock Portfolio                         
BlackRock Global Tactical Strategies Portfolio                        
BlackRock High Yield Portfolio                                        
ClearBridge Aggressive Growth Portfolio                               
Harris Oakmark International Portfolio                                
Invesco Balanced-Risk Allocation Portfolio                            
Invesco Comstock Portfolio                                            
Jennison Growth Portfolio                                             
JPMorgan Global Active Allocation Portfolio                           
Loomis Sayles Global Markets Portfolio                                
Lord Abbett Bond Debenture Portfolio                                  
MetLife Asset Allocation 20 Portfolio                                 
MetLife Asset Allocation 40 Portfolio                                 
MetLife Asset Allocation 60 Portfolio                                 
MetLife Asset Allocation 80 Portfolio                                 
MetLife Asset Allocation 100 Portfolio                                
MetLife Balanced Plus Portfolio                                       
MetLife Multi-Index Targeted Risk Portfolio                           
MetLife Stock Index Portfolio                                         
MFS (Reg. TM) Research International Portfolio                        
MFS (Reg. TM) Value Portfolio                                         
MSCI EAFE (Reg. TM) Index Portfolio                                   
PanAgora Global Diversified Risk Portfolio                            
Pioneer Fund Portfolio                                                
Pioneer Strategic Income Portfolio                                    
Pyramis (Reg. TM) Managed Risk Portfolio                              
Schroders Global Multi-Asset Portfolio                                
SSgA Growth and Income ETF Portfolio                                  
SSgA Growth ETF Portfolio                                             
T. Rowe Price Large Cap Growth Portfolio                              
T. Rowe Price Large Cap Value Portfolio                               
WMC Core Equity Opportunities Portfolio                               

Platform 3                                                                      
----------                                                                      

Frontier Mid Cap Growth Portfolio                                     
Goldman Sachs Mid Cap Value Portfolio                                 
Invesco Mid Cap Value Portfolio                                       
Met/Artisan Mid Cap Value Portfolio                                   
MetLife Mid Cap Stock Index Portfolio                                 
T. Rowe Price Mid Cap Growth Portfolio                                

Platform 4                                                                      
----------                                                                      

Clarion Global Real Estate Portfolio                                  
Invesco Small Cap Growth Portfolio                                    
Met/Dimensional International Small Company Portfolio                 
Met/Eaton Vance Floating Rate Portfolio                               
Met/Templeton International Bond Portfolio                            
MFS (Reg. TM) Emerging Markets Equity Portfolio                       
Neuberger Berman Genesis Portfolio                                    
Russell 2000 (Reg. TM) Index Portfolio                                
Third Avenue Small Cap Value Portfolio                                
Van Eck Global Natural Resources Portfolio                            

YOUR PURCHASE PAYMENTS AND TRANSFER REQUESTS MUST BE ALLOCATED IN ACCORDANCE    
WITH THE ABOVE LIMITATIONS. WE WILL REJECT ANY PURCHASE PAYMENTS OR TRANSFER    
REQUESTS THAT DO NOT COMPLY WITH THE ABOVE LIMITATIONS.                         

Certain selling firms do not offer option (B) at the time your initial Purchase 
Payment is allocated. Please contact our Annuity Service Center if you wish to  
change your allocation selection to option (B).                                 

We determine whether an investment option is classified as Platform 1, Platform 
2, Platform 3 or Platform 4. We may determine or change the classification of   
an investment option in the event that an investment option is added, deleted,  
substituted, merged or otherwise reorganized. You will not be required to       
reallocate Purchase Payments or Account Value that you allocated to an          
investment option before we changed its classification, unless you make a new   
Purchase Payment or request a transfer among investment options (other than     
pursuant to rebalancing and Enhanced Dollar Cost Averaging programs in          
existence at the time the classification of the investment option changed). If  
you make a new Purchase Payment or request a transfer among investment options, 
you will be required to take the new                                            

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classification into account in the allocation of your entire Account Value. We  
will provide you with prior written notice of any changes in classification of  
investment options.                                                             

REBALANCING. If you choose to allocate according to (B) above, we will          
rebalance your Account Value on a quarterly basis based on your most recent     
allocation of Purchase Payments that complies with the allocation limitations   
described above. We will also rebalance your Account Value when we receive a    
subsequent Purchase Payment that is accompanied by new allocation instructions  
(in addition to the quarterly rebalancing). We will first rebalance your        
Account Value on the date that is three months from the rider issue date;       
provided however, if a quarterly rebalancing date occurs on the 29th, 30th or   
31st of a month, we will instead rebalance on the 1st day of the following      
month. We will subsequently rebalance your Account Value on each quarter        
thereafter on the same day. In addition, if a quarterly rebalancing date is not 
a Business Day, the reallocation will occur on the next Business Day.           
Withdrawals from the contract will not result in rebalancing on the date of     
withdrawal.                                                                     

The rebalancing requirement described above does not apply if you choose to     
allocate according to (A) above.                                                

SUBSEQUENT PURCHASE PAYMENTS. Subsequent Purchase Payments must be allocated in 
accordance with the above limitations. When allocating according to (B) above,  
it is important to remember that the entire Account Value will be immediately   
reallocated according to any new allocation instructions that accompany a       
subsequent Purchase Payment, if the new allocation instructions differ from     
those previously received for the contract. Allocating according to (B) does    
not permit you to specify different allocations for individual Purchase         
Payments. Due to the rebalancing and reallocation requirements of (B), the      
entire account will be immediately reallocated according to the most recently   
provided allocation instructions.                                               

Example:                                                                        
-------                                                                         

Your Account Value is $100,000 and allocated 70% to the Pioneer Fund      
 Portfolio and 30% to the PIMCO Total Return Portfolio using Option B of the
Portfolio Flexibility Program. You make a subsequent Purchase Payment of  
$5,000 and provide instructions to allocate 100% of that payment to the   
BlackRock Money Market Portfolio. As a result of the new allocation       
instructions, your entire Account Value of $105,000 will then be          
reallocated to the BlackRock Money Market Portfolio.                      

EDCA. If you choose to allocate according to (B) above and you choose to        
allocate a Purchase Payment to the EDCA account, that entire Purchase Payment   
must be allocated only to the EDCA account. Any transfer from an EDCA account   
must be allocated in accordance with the limitations described under (B) above. 
In addition, if you made previous Purchase Payments before allocating a         
Purchase Payment to the EDCA account, all transfers from an EDCA account must   
be allocated to the same investment options as your most recent allocations for 
Purchase Payments.                                                              

CHANGING PURCHASE PAYMENT ALLOCATION INSTRUCTIONS. You may change your Purchase 
Payment allocation instructions under (B) above at any time by providing notice 
to us, at our Annuity Service Center, or by any other method acceptable to us,  
provided that such instructions comply with the allocation limits described     
above. If you provide new allocation instructions for Purchase Payments and if  
these instructions conform to the allocation limits described under (B) above,  
then we will rebalance in accordance with the revised allocation instructions.  
Any future Purchase Payment, EDCA account transfer and quarterly rebalancing    
allocations will be automatically updated in accordance with these new          
instructions.                                                                   

TRANSFERS. Please note that any transfer request must result in an Account      
Value that meets the allocation limits described above. Any transfer request    
will not cause your allocation instructions to change unless you provide us     
with a separate instruction at the time of transfer.                            

RESTRICTIONS ON SUBSEQUENT PURCHASE PAYMENTS - GMIB PLUS IV, EDB III, GMIB      
PLUS III, EDB II                                                                

CURRENT RESTRICTIONS ON SUBSEQUENT PURCHASE PAYMENTS. If applicable in your     
state and except as noted below, until further notice we will not accept        
subsequent Purchase Payments from you after the close of the New York Stock     
Exchange on August 17, 2012 if your contract was issued with one or more of the 
following riders: GMIB Plus IV, EDB III, GMIB Plus III, EDB II. You still will  
be permitted to transfer Account Value among the Investment Portfolios          
available with your contract and rider. If subsequent Purchase Payments will be 
permitted in the future, we will notify you in writing, in advance of the date  
the restriction will end.                                                       

We will permit you to make a subsequent Purchase Payment when either of the     
following conditions apply to your contract: (a) your Account Value is below    
the minimum described in the "Purchase - Termination for                        

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Low Account Value" section; or (b) the rider charge is greater than your        
Account Value.                                                                  

In addition, for IRAs (including annuity contracts held under Custodial IRAs),  
we will permit subsequent Purchase Payments up to your applicable annual IRS    
limits, provided the subsequent Purchase Payment is not in the form of a        
transfer or rollover from another tax-qualified plan or tax-qualified           
investment. We will permit subsequent Purchase Payments for Qualified Contracts 
(other than IRAs and annuity contracts held under Custodial IRAs), provided the 
subsequent Purchase Payment is not in the form of a transfer or rollover from   
another tax-qualified plan.                                                     

If your contract was issued in one of the following states, this restriction    
----------------------------------------------------------------------------    
does not apply and you may continue to make subsequent Purchase Payments at     
--------------                                                                  
this time: Connecticut, Florida, Massachusetts, Maryland, Minnesota, New        
Jersey, Oregon, Pennsylvania, Texas, Utah, or Washington.                       

INVESTMENT ALLOCATION AND OTHER PURCHASE PAYMENT RESTRICTIONS FOR THE GLWB      

If you elect the GLWB rider, you must comply with certain investment allocation 
restrictions. Specifically, you must allocate according to Platform 1 and       
Platform 2 below. You may also allocate Purchase Payments to the EDCA program,  
provided that your destination portfolios are one or more of the Investment     
Portfolios listed below. If you elect the GLWB, you may not participate in the  
Dollar Cost Averaging (DCA) program.                                            

Platform 1                                                                      
----------                                                                      

You must allocate:                                                              

o  a minimum of 80% of your Purchase Payments or Account Value among the        
AllianceBernstein Global Dynamic Allocation Portfolio, Allianz Global 
Investors Dynamic Multi-Asset Plus Portfolio, AQR Global Risk Balanced
Portfolio, Barclays Aggregate Bond Index Portfolio, BlackRock Global  
    Tactical Strategies Portfolio, Invesco Balanced-Risk Allocation Portfolio,
JPMorgan Global Active Allocation Portfolio, MetLife Balanced Plus    
 Portfolio, MetLife Multi-Index Targeted Risk Portfolio, PanAgora Global
    Diversified Risk Portfolio, Pyramis (Reg. TM) Government Income Portfolio,
    Pyramis (Reg. TM) Managed Risk Portfolio, and Schroders Global Multi-Asset
Portfolio.                                                            

AND                                                                             

Platform 2                                                                      
----------                                                                      

You may allocate:                                                               

o  a maximum of 20% of Purchase Payments or Account Value among the MetLife     
Asset Allocation 20 Portfolio, MetLife Asset Allocation 40 Portfolio, 
   MetLife Asset Allocation 60 Portfolio, American Funds Balanced Allocation
  Portfolio, American Funds Moderate Allocation Portfolio, and SSgA Growth
and Income ETF Portfolio.                                             

The investment choices listed in Platform 1 above (other than the Barclays      
Aggregate Bond Index Portfolio and the Pyramis (Reg. TM) Government Income      
Portfolio) have investment strategies intended in part to reduce the risk of    
investment losses that could require us to use our own assets to make payments  
in connection with the guarantees under the GLWB rider. For example, certain of 
the investment portfolios are managed in a way that is intended to minimize     
volatility of returns and hedge against the effects of interest rate changes.   
Other investment options that are available if the GLWB rider is not selected   
may offer the potential for higher returns. Before you select a GLWB rider, you 
and your financial representative should carefully consider whether the         
investment choices available with the GLWB rider meet your investment           
objectives and risk tolerance.                                                  

RESTRICTIONS ON INVESTMENT ALLOCATIONS AFTER THE GLWB RIDER TERMINATES. If you  
elected the GLWB rider and it terminates, the investment allocation             
restrictions described above will no longer apply and you will be permitted to  
allocate subsequent Purchase Payments or transfer Account Value to any of the   
available Investment Portfolios, but not to the Fixed Account. For information  
on the termination of the GLWB rider, see the description of the GLWB in the    
"Living Benefits - Guaranteed Lifetime Withdrawal Benefit" section.             

SUBSEQUENT PURCHASE PAYMENTS. Subsequent Purchase Payments must be allocated in 
accordance with the above investment allocation restrictions.                   

OPTIONAL ENHANCED DOLLAR COST AVERAGING PROGRAM. You may allocate Purchase      
Payments to the Enhanced Dollar Cost Averaging (EDCA) program. If you choose to 
allocate a Purchase Payment to the EDCA program, you must allocate the entire   
Purchase Payment to that program. Any transfer from an EDCA program balance     
must be allocated                                                               

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in accordance with investment allocation restrictions described above. In       
addition, unless you provide us with different instructions, if you made        
previous Purchase Payments before allocating a Purchase Payment to the EDCA     
program, all transfers from the EDCA program must be allocated to the same      
Investment Portfolios as your most recent allocations for Purchase Payments.    

YOUR PURCHASE PAYMENTS AND TRANSFER REQUESTS MUST BE ALLOCATED IN ACCORDANCE    
WITH THE ABOVE INVESTMENT ALLOCATION RESTRICTIONS. WE WILL REJECT ANY PURCHASE  
PAYMENTS OR TRANSFER REQUESTS THAT DO NOT COMPLY WITH THE ABOVE INVESTMENT      
ALLOCATION RESTRICTIONS.                                                        

REBALANCING. We will rebalance your Account Value on a quarterly basis based on 
your most recent allocation of Purchase Payments that complies with the         
investment allocation restrictions described above. We will also rebalance your 
Account Value when we receive a subsequent Purchase Payment that is accompanied 
by new allocation instructions (in addition to the quarterly rebalancing). We   
will first rebalance your Account Value on the date that is three months from   
the rider issue date; provided however, if a quarterly rebalancing date occurs  
on the 29th, 30th or 31st of a month, we will instead rebalance on the first    
day of the following month. We will subsequently rebalance your Account Value   
on each quarter thereafter on the same day. In addition, if a quarterly         
rebalancing date is not a business day, the reallocation will occur on the next 
business day. Withdrawals from the contract will not result in rebalancing on   
the date of withdrawal.                                                         

CHANGING ALLOCATION INSTRUCTIONS. You may change your Purchase Payment          
allocation instructions at any time by providing notice to us at our Annuity    
Service Center, or any other method acceptable to us, provided that such        
instructions comply with the investment allocation restrictions described       
above. If you provide new allocation instructions for Purchase Payments and if  
these instructions conform to the allocation limits described above, then we    
will rebalance in accordance with the revised allocation instructions. Any      
future Purchase Payment, EDCA program balance transfer, and quarterly           
rebalancing allocations will be automatically updated in accordance with these  
new instructions.                                                               

TRANSFERS. Please note that any transfer request must result in an Account      
Value that meets the investment allocation restrictions described above. Any    
transfer request will not cause your allocation instructions to change unless   
you provide us with separate instructions at the time of transfer.              

GLWB ADDITIONAL INFORMATION. We will determine whether an investment option is  
classified as a Platform 1 or Platform 2 Investment Portfolio. We may determine 
or change the classification of an investment option in the event an investment 
option is added, deleted, substituted, merged or otherwise reorganized. In that 
case, any change in classification will only take effect as to your contract in 
the event you make a new Purchase Payment or request a transfer among           
investment options. We will provide you with prior written notice of any        
changes in classification of investment options.                                

POTENTIAL RESTRICTIONS ON SUBSEQUENT PURCHASE PAYMENTS. In the future, we may   
choose to not permit owners of existing contracts with the GLWB rider to make   
subsequent Purchase Payments if: (a) that GLWB rider is no longer available to  
new customers, or (b) we make certain changes to the terms of that GLWB rider   
offered to new customers (for example, if we change the rider charge; see your  
contract schedule for a list of the other changes). We will notify owners of    
contracts with the GLWB rider in advance if we impose restrictions on           
subsequent Purchase Payments. If we impose restrictions on subsequent Purchase  
Payments, contract Owners will still be permitted to transfer Account Value     
among the investment choices listed above. Restrictions on subsequent Purchase  
Payments will remain in effect until the GLWB rider is terminated unless we     
provide advance written notice to you otherwise.                                

For contracts issued in all states, if we have imposed restrictions on          
subsequent Purchase Payments on your contract, we will permit you to make a     
subsequent Purchase Payment when either of the following conditions apply to    
your contract: (a) your Account Value is below the minimum described in         
"Purchase - Termination for Low Account Value"; or (b) the rider charge is      
greater than your Account Value.                                                

INVESTMENT ALLOCATION RESTRICTIONS - CALIFORNIA FREE LOOK REQUIREMENTS FOR      
PURCHASERS AGE 60 AND OVER. If you elect a GLWB rider and you are a California  
purchaser aged 60 and older, you may allocate your Purchase Payments to the     
BlackRock Money Market Portfolio during the Free Look period. After the Free    
Look expires, your Account Value will automatically be transferred to one or    
more of the Investment Portfolios listed above, according to the allocation     
instructions you have given us. If you allocate your Purchase Payments to       

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the BlackRock Money Market Portfolio and the contract is cancelled during the   
Free Look period, we will give you back your Purchase Payments. If you do not   
allocate your Purchase Payments to the BlackRock Money Market Portfolio and the 
contract is cancelled during the Free Look, you will only be entitled to a      
refund of the contract's Account Value, which may be less than the Purchase     
Payments made to the contract. (See "Free Look" for more information.)          

FREE LOOK                                                                       

If you change your mind about owning this contract, you can cancel it within 10 
days after receiving it (or the period required in your state). We ask that you 
submit your request to cancel in writing, signed by you, to our Annuity Service 
Center. When you cancel the contract within this FREE LOOK period, we will not  
assess a withdrawal charge. Unless otherwise required by state law, you will    
receive back whatever your contract is worth on the day we receive your         
request. This may be more or less than your Purchase Payment depending upon the 
performance of the Investment Portfolios (and any interest credited by the      
Fixed Account, if applicable) according to your Purchase Payment allocation     
during the Free Look period. This means that you bear the risk of any decline   
in the value of your contract due to Investment Portfolio performance during    
the Free Look period. We do not refund any charges or deductions assessed       
during the Free Look period. In certain states, we are required to give you     
back your Purchase Payment if you decide to cancel your contract during the     
Free Look period. (For additional information applicable to California          
purchasers aged 60 and older who elect a GMIB Max, EDB Max, or GWB v1 rider,    
see "Investment Allocation and Other Purchase Payment Restrictions for the GMIB 
Max, EDB Max, and GWB v1 Riders - California Free Look Requirements for         
Purchasers Age 60 and Over." For additional information applicable to           
California purchasers aged 60 and older who elect a GLWB rider, see "Investment 
Allocation and Other Purchase Payment Restrictions for the GLWB - Investment    
Allocation Restrictions - California Free Look Requirements for Purchasers Age  
60 and Over.")                                                                  

ACCUMULATION UNITS                                                              

The portion of your Account Value allocated to the Separate Account will go up  
or down depending upon the investment performance of the Investment             
Portfolio(s) you choose. In order to keep track of this portion of your Account 
Value, we use a unit of measure we call an ACCUMULATION UNIT. (An Accumulation  
Unit works like a share of a mutual fund.) In addition to the investment        
performance of the Investment Portfolio, the deduction of Separate Account      
charges also affects an Investment Portfolio's Accumulation Unit Value, as      
explained below.                                                                

Every Business Day as of the close of the New York Stock Exchange (generally    
4:00 p.m. Eastern Time), we determine the value of an Accumulation Unit for     
each of the Investment Portfolios by multiplying the Accumulation Unit value    
for the immediately preceding Business Day by a factor for the current Business 
Day. The factor is determined by:                                               

1)    dividing the net asset value per share of the Investment Portfolio at the 
 end of the current Business Day, plus any dividend or capital gains per
 share declared on behalf of the Investment Portfolio as of that day, by
    the net asset value per share of the Investment Portfolio for the previous
Business Day, and                                                     

2)    multiplying it by one minus the Separate Account product charges          
(including any rider charge for the Annual Step-Up Death Benefit, the 
     Compounded-Plus Death Benefit, and/or the Additional Death Benefit-Earnings
Preservation Benefit) for each day since the last Business Day and any
charges for taxes.                                                    

The value of an Accumulation Unit may go up or down from day to day.            

When you make a Purchase Payment, we credit your contract with Accumulation     
Units. The number of Accumulation Units credited is determined by dividing the  
amount of the Purchase Payment allocated to an Investment Portfolio by the      
value of the Accumulation Unit for that Investment Portfolio.                   

Purchase Payments and transfer requests are credited to a contract on the basis 
of the Accumulation Unit value next determined after receipt of a Purchase      
Payment or transfer request. Purchase Payments or transfer requests received    
before the close of the New York Stock Exchange will be credited to your        
------                                                                          
contract that day, after the New York Stock Exchange closes. Purchase Payments  
or transfer requests received after the close of the New York Stock             
-----               

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Exchange, or on a day when the New York Stock Exchange is not open, will be     
treated as received on the next day the New York Stock Exchange is open (the    
next Business Day).                                                             

EXAMPLE:                                                                        

On Monday we receive an additional Purchase Payment of $5,000 from you    
before 4:00 p.m. Eastern Time. You have told us you want this to go to the
 Invesco Mid Cap Value Portfolio. When the New York Stock Exchange closes on
that Monday, we determine that the value of an Accumulation Unit for the  
Invesco Mid Cap Value Portfolio is $13.90. We then divide $5,000 by $13.90
 and credit your contract on Monday night with 359.71 Accumulation Units for
the Invesco Mid Cap Value Portfolio.                                      

ACCOUNT VALUE                                                                   

ACCOUNT VALUE is equal to the sum of your interests in the Investment           
Portfolios, the Fixed Account, and the EDCA account. Your interest in each      
Investment Portfolio is determined by multiplying the number of Accumulation    
Units for that portfolio by the value of the Accumulation Unit.                 

REPLACEMENT OF CONTRACTS                                                        

EXCHANGE PROGRAMS. From time to time we may offer programs under which certain  
fixed or variable annuity contracts previously issued by us or one of our       
affiliates may be exchanged for the contracts offered by this prospectus.       
Currently, with respect to exchanges from certain of our variable annuity       
contracts to this contract, an existing contract is eligible for exchange if a  
withdrawal from, or surrender of, the contract would not trigger a withdrawal   
charge. The Account Value of this contract attributable to the exchanged assets 
will not be subject to any withdrawal charge or be eligible for the Enhanced    
Dollar Cost Averaging program or the Three Month Market Entry Program (see      
"Investment Options - Dollar Cost Averaging Programs"). Any additional Purchase 
Payments contributed to the new contract will be subject to all fees and        
charges, including the withdrawal charge described in this prospectus. You      
should carefully consider whether an exchange is appropriate for you by         
comparing the death benefits, living benefits, and other guarantees provided by 
the contract you currently own to the benefits and guarantees that would be     
provided by the new contract offered by this prospectus. Then, you should       
compare the fees and charges (for example, the death benefit charges, the       
living benefit charges, and the mortality and expense charge) of your current   
contract to the fees and charges of the new contract, which may be higher than  
your current contract. The programs we offer will be made available on terms    
and conditions determined by us, and any such programs will comply with         
applicable law. We believe the exchanges will be tax free for federal income    
tax purposes; however, you should consult your tax adviser before making any    
such exchange.                                                                  

OTHER EXCHANGES. Generally you can exchange one variable annuity contract for   
another in a tax-free exchange under Section 1035 of the Internal Revenue Code. 
Before making an exchange, you should compare both annuities carefully. If you  
exchange another annuity for the one described in this prospectus, unless the   
exchange occurs under one of our exchange programs as described above, you      
might have to pay a withdrawal charge on your old annuity, and there will be a  
new withdrawal charge period for this contract. Other charges may be higher (or 
lower) and the benefits may be different. Also, because we will not issue the   
contract until we have received the initial premium from your existing          
insurance company, the issuance of the contract may be delayed. Generally, it   
is not advisable to purchase a contract as a replacement for an existing        
variable annuity contract. Before you exchange another annuity for our          
contract, ask your registered representative whether the exchange would be      
advantageous, given the contract features, benefits and charges.                

OWNING MULTIPLE CONTRACTS                                                       

You may be considering purchasing this contract when you already own a variable 
annuity contract. You should carefully consider whether purchasing an           
additional contract in this situation is appropriate for you by comparing the   
features of the contract you currently own, including the death benefits,       
living benefits, and other guarantees provided by the contract, to the features 
of this contract. You should also compare the fees and charges of your current  
contract to the fees and charges of this contract, which may be higher than     
your current contract. You may also wish to discuss purchasing a contract in    
these circumstances with your registered representative.                        

3. INVESTMENT OPTIONS                                                           

The contract offers 63 INVESTMENT PORTFOLIOS, which are listed below.           
Additional Investment Portfolios may be available in the future.                

YOU SHOULD READ THE PROSPECTUSES FOR THESE FUNDS CAREFULLY. YOU CAN OBTAIN      
COPIES OF THE FUND                                                              

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PROSPECTUSES BY CALLING OR WRITING TO US AT: METLIFE INSURANCE COMPANY USA,     
ANNUITY SERVICE CENTER, P.O. BOX 10366, DES MOINES, IOWA 50306-0366,            
(800) 343-8496. YOU CAN ALSO OBTAIN INFORMATION ABOUT THE FUNDS (INCLUDING A    
COPY OF THE STATEMENT OF ADDITIONAL INFORMATION) BY ACCESSING THE SECURITIES    
AND EXCHANGE COMMISSION'S WEBSITE AT HTTP://WWW.SEC.GOV. APPENDIX B CONTAINS A  
SUMMARY OF ADVISERS, SUBADVISERS, AND INVESTMENT OBJECTIVES FOR EACH INVESTMENT 
PORTFOLIO.                                                                      

The investment objectives and policies of certain of the Investment Portfolios  
may be similar to the investment objectives and policies of other mutual funds  
that certain of the portfolios' investment advisers manage. Although the        
objectives and policies may be similar, the investment results of the           
Investment Portfolios may be higher or lower than the results of such other     
mutual funds. The investment advisers cannot guarantee, and make no             
representation, that the investment results of similar funds will be comparable 
even though the funds may have the same investment advisers.                    

Shares of the Investment Portfolios may be offered to insurance company         
separate accounts of both variable annuity and variable life insurance          
contracts and to qualified plans. Due to differences in tax treatment and other 
considerations, the interests of various Owners participating in, and the       
interests of qualified plans investing in the Investment Portfolios may         
conflict. The Investment Portfolios will monitor events in order to identify    
the existence of any material irreconcilable conflicts and determine what       
action, if any, should be taken in response to any such conflict.               

CERTAIN PAYMENTS WE RECEIVE WITH REGARD TO THE INVESTMENT PORTFOLIOS. An        
investment adviser (other than our affiliate MetLife Advisers, LLC) or          
subadviser of an Investment Portfolio, or its affiliates, may make payments to  
us and/or certain of our affiliates. These payments may be used for a variety   
of purposes, including payment of expenses for certain administrative,          
marketing, and support services with respect to the contracts and, in our role  
as an intermediary, with respect to the Investment Portfolios. We and our       
affiliates may profit from these payments. These payments may be derived, in    
whole or in part, from the advisory fee deducted from Investment Portfolio      
assets. Contract Owners, through their indirect investment in the Investment    
Portfolios, bear the costs of these advisory fees (see the prospectuses for the 
Investment Portfolios for more information). The amount of the payments we      
receive is based on a percentage of assets of the Investment Portfolios         
attributable to the contracts and certain other variable insurance products     
that we and our affiliates issue. These percentages differ and some advisers or 
subadvisers (or their affiliates) may pay us more than others. These            
percentages currently range up to 0.50%.                                        

Additionally, an investment adviser (other than our affiliate MetLife Advisers, 
LLC) or subadviser of an Investment Portfolio or its affiliates may provide us  
with wholesaling services that assist in the distribution of the contracts and  
may pay us and/or certain of our affiliates amounts to participate in sales     
meetings. These amounts may be significant and may provide the adviser or       
subadviser (or its affiliate) with increased access to persons involved in the  
distribution of the contracts.                                                  

We and/or certain of our affiliated insurance companies have joint ownership    
interests in our affiliated investment adviser, MetLife Advisers, LLC, which is 
formed as a "limited liability company." Our ownership interests in MetLife     
Advisers, LLC entitle us to profit distributions if the adviser makes a profit  
with respect to the advisory fees it receives from the Investment Portfolios.   
We will benefit accordingly from assets allocated to the Investment Portfolios  
to the extent they result in profits to the adviser. (See the prospectuses for  
the Investment Portfolios for information on the management fees paid by the    
Investment Portfolios and the Statement of Additional Information for the       
Investment Portfolios for information on the management fees paid by the        
adviser to the subadvisers.)                                                    

Certain Investment Portfolios have adopted a Distribution Plan under Rule 12b-1 
of the Investment Company Act of 1940. An Investment Portfolio's 12b-1 Plan, if 
any, is described in more detail in the Investment Portfolio's prospectus. Any  
payments we receive pursuant to those 12b-1 Plans are paid to us or our         
distributor. (See "Distributor" for more information.) Payments under an        
Investment Portfolio's 12b-1 Plan decrease the Investment Portfolio's           
investment return.                                                              

We select the Investment Portfolios offered through this contract based on a    
number of criteria, including asset class coverage, the strength of the         
adviser's or subadviser's reputation and tenure, brand recognition,             
performance, and the capability and qualification of each investment firm.      
Another factor we consider during the selection process is whether the          
Investment Portfolio's adviser or                                               

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subadviser is one of our affiliates or whether the Investment Portfolio, its    
adviser, its subadviser(s), or an affiliate will make payments to us or our     
affiliates. In this regard, the profit distributions we receive from our        
affiliated investment adviser are a component of the total revenue that we      
consider in configuring the features and investment choices available in the    
variable insurance products that we and our affiliated insurance companies      
issue. Since we and our affiliated insurance companies may benefit more from    
the allocation of assets to portfolios advised by our affiliates than to those  
that are not, we may be more inclined to offer portfolios advised by our        
affiliates in the variable insurance products we issue. We review the           
Investment Portfolios periodically and may remove an Investment Portfolio or    
limit its availability to new Purchase Payments and/or transfers of Account     
Value if we determine that the Investment Portfolio no longer meets one or more 
of the selection criteria, and/or if the Investment Portfolio has not attracted 
significant allocations from contract Owners. In some cases, we have included   
Investment Portfolios based on recommendations made by selling firms. These     
selling firms may receive payments from the Investment Portfolios they          
recommend and may benefit accordingly from the allocation of Account Value to   
such Investment Portfolios.                                                     

WE DO NOT PROVIDE ANY INVESTMENT ADVICE AND DO NOT RECOMMEND OR ENDORSE ANY     
PARTICULAR INVESTMENT PORTFOLIO. YOU BEAR THE RISK OF ANY DECLINE IN THE        
ACCOUNT VALUE OF YOUR CONTRACT RESULTING FROM THE PERFORMANCE OF THE INVESTMENT 
PORTFOLIOS YOU HAVE CHOSEN.                                                     

We make certain payments to American Funds Distributors, Inc., principal        
underwriter for the American Funds Insurance Series (Reg. TM). (See "Other      
Information -                                                                   

Distributor.")                                                                  

MET INVESTORS SERIES TRUST                                                      

Met Investors Series Trust is a mutual fund with multiple portfolios. MetLife   
Advisers, LLC (MetLife Advisers), an affiliate of MetLife, is the investment    
manager of Met Investors Series Trust. MetLife Advisers has engaged subadvisers 
to provide investment advice for the individual Investment Portfolios. (See     
Appendix B for the names of the subadvisers.) The following Class B or, as      
noted, Class C or Class E portfolios are available under the contract:          

AllianceBernstein Global Dynamic Allocation Portfolio*+               
Allianz Global Investors Dynamic Multi-Asset Plus Portfolio*+         
American Funds (Reg. TM) Balanced Allocation Portfolio                
(Class C)+                                                    
American Funds (Reg. TM) Growth Allocation Portfolio                  
(Class C)                                                     
American Funds (Reg. TM) Growth Portfolio (Class C)                   
American Funds (Reg. TM) Moderate Allocation Portfolio                
(Class C)+                                                    
AQR Global Risk Balanced Portfolio*+                                  
BlackRock Global Tactical Strategies Portfolio*+                      
BlackRock High Yield Portfolio                                        
Clarion Global Real Estate Portfolio                                  
ClearBridge Aggressive Growth Portfolio                               
Goldman Sachs Mid Cap Value Portfolio                                 
Harris Oakmark International Portfolio                                
Invesco Balanced-Risk Allocation Portfolio*+                          
Invesco Comstock Portfolio                                            
Invesco Mid Cap Value Portfolio                                       
Invesco Small Cap Growth Portfolio                                    
JPMorgan Core Bond Portfolio                                          
JPMorgan Global Active Allocation Portfolio*+                         
Loomis Sayles Global Markets Portfolio                                
Lord Abbett Bond Debenture Portfolio                                  
Met/Eaton Vance Floating Rate Portfolio                               
Met/Franklin Low Duration Total Return Portfolio                      
Met/Templeton International Bond Portfolio#                           
MetLife Asset Allocation 100 Portfolio                                
MetLife Balanced Plus Portfolio*+                                     
MetLife Multi-Index Targeted Risk Portfolio*+                         
MFS (Reg. TM) Emerging Markets Equity Portfolio                       
MFS (Reg. TM) Research International Portfolio                        
PanAgora Global Diversified Risk Portfolio*+                          
PIMCO Inflation Protected Bond Portfolio                              
PIMCO Total Return Portfolio                                          
Pioneer Fund Portfolio                                                
Pioneer Strategic Income Portfolio (Class E)                          
Pyramis (Reg. TM) Government Income Portfolio*+                       
Pyramis (Reg. TM) Managed Risk Portfolio*+                            
Schroders Global Multi-Asset Portfolio*+                              
SSgA Growth and Income ETF Portfolio+                                 
SSgA Growth ETF Portfolio                                             

T. Rowe Price Large Cap Value Portfolio                               
T. Rowe Price Mid Cap Growth Portfolio                                
Third Avenue Small Cap Value Portfolio                                

METROPOLITAN SERIES FUND                                                        

Metropolitan Series Fund is a mutual fund with multiple portfolios. MetLife     
Advisers is the investment adviser to the portfolios. MetLife Advisers has      
engaged subadvisers to provide investment advice for the individual Investment  
Portfolios. (See Appendix B for the names of the                                

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subadvisers.) The following portfolios are available under the contract:        

Baillie Gifford International Stock Portfolio (Class B)               
Barclays Aggregate Bond Index Portfolio (Class G)*+                   

BlackRock Money Market Portfolio (Class B)                            
Frontier Mid Cap Growth Portfolio (Class B)                           
Jennison Growth Portfolio (Class B)                                   
Met/Artisan Mid Cap Value Portfolio (Class B)                         
Met/Dimensional International Small Company Portfolio (Class B)       

MetLife Asset Allocation 20 Portfolio (Class B)+                      
MetLife Asset Allocation 40 Portfolio (Class B)+                      
MetLife Asset Allocation 60 Portfolio (Class B)+                      
MetLife Asset Allocation 80 Portfolio (Class B)                       
MetLife Mid Cap Stock Index Portfolio (Class G)                       
MetLife Stock Index Portfolio (Class B)                               
MFS (Reg. TM) Value Portfolio (Class B)                               
MSCI EAFE (Reg. TM) Index Portfolio (Class G)                         
Neuberger Berman Genesis Portfolio (Class B)                          
Russell 2000 (Reg. TM) Index Portfolio (Class G)                      
T. Rowe Price Large Cap Growth Portfolio (Class B)                    
Van Eck Global Natural Resources Portfolio (Class B)#                 
Western Asset Management U.S. Government Portfolio (Class B)          
WMC Core Equity Opportunities Portfolio (Class E)                     

* If you elect the GWB v1 rider, a GMIB Max rider, or a GMIB Max and an EDB Max 
rider, you must allocate your Purchase Payments and Account Value among these   
Investment Portfolios. (See "Purchase - Investment Allocation Restrictions for  
Certain Riders.") These Investment Portfolios are also available for investment 
if you do not elect the GWB v1 rider, a GMIB Max rider or an EDB Max rider.     

+ If you elect the GLWB rider, you must allocate your Purchase Payments and     
Account Value among these Investment Portfolios. (See "Purchase - Investment    
Allocation Restrictions for Certain Riders.") These Investment Portfolios are   
also available for investment if you do not elect the GLWB rider.               

# These Investment Portfolios are only available for investment if certain      
optional riders are elected. (See "Purchase - Investment Allocation             
Restrictions for Certain Riders - Investment Allocation and Other Purchase      
Payment Restrictions for GMIB Plus IV, EDB III, GMIB Plus III, and EDB II.")    

INVESTMENT PORTFOLIOS THAT ARE FUNDS-OF-FUNDS                                   

The following Investment Portfolios available within Met Investors Series Trust 
and Metropolitan Series Fund are "funds of funds":                              

American Funds (Reg. TM) Balanced Allocation Portfolio                
American Funds (Reg. TM) Growth Allocation Portfolio                  
American Funds (Reg. TM) Moderate Allocation Portfolio                
BlackRock Global Tactical Strategies Portfolio                        
MetLife Asset Allocation 20 Portfolio                                 
MetLife Asset Allocation 40 Portfolio                                 
MetLife Asset Allocation 60 Portfolio                                 
MetLife Asset Allocation 80 Portfolio                                 
MetLife Asset Allocation 100 Portfolio                                
MetLife Balanced Plus Portfolio                                       
MetLife Multi-Index Targeted Risk Portfolio                           
Pyramis (Reg. TM) Managed Risk Portfolio                              
SSgA Growth and Income ETF Portfolio                                  
SSgA Growth ETF Portfolio                                             

"Fund of funds" Investment Portfolios invest substantially all of their assets  
in other portfolios or, with respect to the SSgA Growth and Income ETF          
Portfolio and the SSgA Growth ETF Portfolio, other exchange-traded funds        
("Underlying ETFs"). Therefore, each of these Investment Portfolios will bear   
its pro rata share of the fees and expenses incurred by the underlying          
portfolios or Underlying ETFs in which it invests in addition to its own        
management fees and expenses. This will reduce the investment return of each of 
the fund of funds Investment Portfolios. The expense levels will vary over      
time, depending on the mix of underlying portfolios or Underlying ETFs in which 
the fund of funds Investment Portfolio invests. Contract Owners may be able to  
realize lower aggregate expenses by investing directly in the underlying        
portfolios and Underlying ETFs instead of investing in the fund of funds        
Investment Portfolios, if such underlying portfolios or Underlying ETFs are     
available under the contract. However, no Underlying ETFs and only some of the  
underlying portfolios are available under the contract.                         

TRANSFERS                                                                       

GENERAL. You can transfer a portion of your Account Value among the Fixed       
Account and the Investment Portfolios. The contract provides that you can make  
a maximum of 12 transfers every year and that each transfer is made without     
charge. We measure a year from the anniversary of the day we issued your        
contract. We currently allow unlimited transfers but reserve the right to limit 
this in the future. We may also limit transfers in circumstances of frequent or 
large transfers, or other transfers we determine are or would be to the         
disadvantage of other contract Owners. (See "Restrictions on Frequent           
Transfers" and "Restrictions on Large Transfers" below.) We also may be         
required to suspend the right to transfers in certain circumstances (see        
"Access to Your Money - Suspension of Payments or Transfers"). We are           

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not currently charging a transfer fee, but we reserve the right to charge such  
a fee in the future. If such a charge were to be imposed, it would be $25 for   
each transfer over 12 in a year. The transfer fee will be deducted from the     
Investment Portfolio or Fixed Account from which the transfer is made. However, 
if the entire interest in an account is being transferred, the transfer fee     
will be deducted from the amount which is transferred.                          

You can make a transfer to or from any Investment Portfolio or the Fixed        
Account, subject to the limitations below. All transfers made on the same       
Business Day will be treated as one transfer. Transfers received before the     
close of trading on the New York Stock Exchange will take effect as of the end  
of the Business Day. The following apply to any transfer:                       

o  Your request for transfer must clearly state which Investment Portfolio(s)   
or the Fixed Account are involved in the transfer.                    

o  Your request for transfer must clearly state how much the transfer is for.   

o  The minimum amount you can transfer is $500 from an Investment Portfolio, or 
  your entire interest in the Investment Portfolio, if less (this does not
apply to pre-scheduled transfer programs).                            

o  The minimum amount that may be transferred from the Fixed Account is $500,   
  or your entire interest in the Fixed Account. Transfers out of the Fixed
  Account during the Accumulation Phase are limited to the greater of: (a)
  25% of the Fixed Account value at the beginning of the Contract Year, or
   (b) the amount transferred out of the Fixed Account in the prior Contract
    Year. Currently we are not imposing these restrictions on transfers out of
    the Fixed Account, but we have the right to reimpose them at any time. You
   should be aware that, if transfer restrictions are imposed, it may take a
   while (even if you make no additional Purchase Payments or transfers into
   the Fixed Account) to make a complete transfer of your Account Value from
    the Fixed Account. When deciding whether to invest in the Fixed Account it
  is important to consider whether the transfer restrictions fit your risk
tolerance and time horizon.                                           

o  You may not make a transfer to more than 18 Investment Portfolios (including 
   the Fixed Account) at any time if the request is made by telephone to our
  voice response system or by Internet. A request to transfer to more than
18 Investment Portfolios (including the Fixed Account) may be made by 
calling or writing our Annuity Service Center.                        

o  If you have elected to add the GWB rider, the GLWB rider, a GMIB rider, or a 
  GMIB rider and an Enhanced Death Benefit rider to your contract, you may
    only make transfers between certain Investment Portfolios. Please refer to
the "Purchase-Investment Allocation Restrictions for Certain Riders"  
section.                                                              

During the Accumulation Phase, to the extent permitted by applicable law,       
during times of drastic economic or market conditions, we may suspend the       
transfer privilege temporarily without notice and treat transfer requests based 
on their separate components (a redemption order with simultaneous request for  
purchase of another Investment Portfolio). In such a case, the redemption order 
would be processed at the source Investment Portfolio's next determined         
Accumulation Unit value. However, the purchase of the new Investment Portfolio  
would be effective at the next determined Accumulation Unit value for the new   
Investment Portfolio only after we receive the proceeds from the source         
Investment Portfolio, or we otherwise receive cash on behalf of the source      
Investment Portfolio.                                                           

For transfers during the Accumulation Phase, we have reserved the right to      
restrict transfers to the Fixed Account if any one of the following conditions  
exist:                                                                          

o  the credited interest rate on the Fixed Account is equal to the guaranteed   
minimum rate indicated in your contract; or                           

o  your Account Value in the Fixed Account equals or exceeds our published      
maximum for Fixed Account allocation (currently, there is no limit; we
will notify you of any such maximum allocation limit); or             

o  a transfer was made out of the Fixed Account within the previous 180 days.   

During the Income Phase, you cannot make transfers from a fixed Annuity Payment 
option to the Investment Portfolios. You can, however, make transfers during    
the Income Phase from the Investment Portfolios to a fixed Annuity Payment      
option and among the Investment Portfolios.                                     

TRANSFERS BY TELEPHONE OR OTHER MEANS. You may elect to make transfers by       
telephone, Internet or other means acceptable to us. To elect this option, you  
must first provide us with a notice or agreement in Good Order. If you own the  
contract with a Joint Owner, unless we are                                      

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instructed otherwise, we will accept instructions from either you or the other  
Owner. (See "Other Information - Requests and Elections.")                      

All transfers made on the same day will be treated as one transfer. A transfer  
will be made as of the end of the Business Day when we receive a notice         
containing all the required information necessary to process the request. We    
will consider telephone and Internet requests received after the close of the   
New York Stock Exchange (generally 4:00 p.m. Eastern Time), or on a day when    
the New York Stock Exchange is not open, to be received on the next day the New 
York Stock Exchange is open (the next Business Day).                            

PRE-SCHEDULED TRANSFER PROGRAM. There are certain programs that involve         
transfers that are pre-scheduled. When a transfer is made as a result of such a 
program, we do not count the transfer in determining the applicability of any   
transfer fee and certain minimums do not apply. The current pre-scheduled       
transfers are made in conjunction with the following: Dollar Cost Averaging,    
Three Month Market Entry and Automatic Rebalancing Programs.                    

RESTRICTIONS ON FREQUENT TRANSFERS. Frequent requests from contract Owners to   
transfer Account Value may dilute the value of an Investment Portfolio's shares 
if the frequent trading involves an attempt to take advantage of pricing        
inefficiencies created by a lag between a change in the value of the securities 
held by the portfolio and the reflection of that change in the portfolio's      
share price ("arbitrage trading"). Frequent transfers involving arbitrage       
trading may adversely affect the long-term performance of the Investment        
Portfolios, which may in turn adversely affect contract Owners and other        
persons who may have an interest in the contracts (E.G., Annuitants and         
Beneficiaries).                                                                 

We have policies and procedures that attempt to detect and deter frequent       
transfers in situations where we determine there is a potential for arbitrage   
trading. Currently, we believe that such situations may be presented in the     
international, small-cap, and high-yield Investment Portfolios (i.e., the       
Baillie Gifford International Stock Portfolio, BlackRock High Yield Portfolio,  
Clarion Global Real Estate Portfolio, Harris Oakmark International Portfolio,   
Invesco Small Cap Growth Portfolio, Loomis Sayles Global Markets Portfolio,     
Lord Abbett Bond Debenture Portfolio, Met/Eaton Vance Floating Rate Portfolio,  
Met/Dimensional International Small Company Portfolio, Met/Templeton            
International Bond Portfolio, MFS (Reg. TM) Emerging Markets Equity Portfolio,  
MFS (Reg. TM) Research International Portfolio, MSCI EAFE (Reg. TM) Index       
Portfolio, Neuberger Berman Genesis Portfolio, Pioneer Strategic Income         
Portfolio, Russell 2000 (Reg. TM) Index Portfolio, Third Avenue Small Cap Value 
Portfolio, and Van Eck Global Natural Resources Portfolio), and we monitor      
transfer activity in those portfolios (the "Monitored Portfolios"). We employ   
various means to monitor transfer activity, such as examining the frequency and 
size of transfers into and out of the Monitored Portfolios within given periods 
of time. For example, we currently monitor transfer activity to determine if,   
for each category of international, small-cap, and high-yield portfolios, in a  
12-month period there were: (1) six or more transfers involving the given       
category; (2) cumulative gross transfers involving the given category that      
exceed the current Account Value; and (3) two or more "round-trips" involving   
the given category. A round-trip generally is defined as a transfer in followed 
by a transfer out within the next seven calendar days or a transfer out         
followed by a transfer in within the next seven calendar days, in either case   
subject to certain other criteria. WE DO NOT BELIEVE THAT OTHER INVESTMENT      
PORTFOLIOS PRESENT A SIGNIFICANT OPPORTUNITY TO ENGAGE IN ARBITRAGE TRADING AND 
THEREFORE DO NOT MONITOR TRANSFER ACTIVITY IN THOSE PORTFOLIOS. We may change   
the Monitored Portfolios at any time without notice in our sole discretion.     

Our policies and procedures may result in transfer restrictions being applied   
to deter frequent transfers. Currently, when we detect transfer activity in the 
Monitored Portfolios that exceeds our current transfer limits, we require       
future transfer requests to or from any Monitored Portfolios under that         
contract to be submitted with an original signature. A first occurrence will    
result in the imposition of this restriction for a six month period; a second   
occurrence will result in the permanent imposition of the restriction.          
Transfers made under a Dollar Cost Averaging Program, a rebalancing program or, 
if applicable, any asset allocation program described in this prospectus are    
not treated as transfers when we monitor the frequency of transfers.            

The detection and deterrence of harmful transfer activity involves judgments    
that are inherently subjective, such as the decision to monitor only those      
Investment Portfolios that we believe are susceptible to arbitrage trading or   
the determination of the transfer limits. Our ability to detect and/or restrict 
such transfer activity may be limited by operational and technological systems, 
as well as our                                                                  

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ability to predict strategies employed by Owners to avoid such detection. Our   
ability to restrict such transfer activity also may be limited by provisions of 
the contract. Accordingly, there is no assurance that we will prevent all       
transfer activity that may adversely affect Owners and other persons with       
interests in the contracts. We do not accommodate frequent transfers in any     
Investment Portfolio and there are no arrangements in place to permit any       
contract Owner to engage in frequent transfers; we apply our policies and       
procedures without exception, waiver, or special arrangement.                   

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

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

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

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

DOLLAR COST AVERAGING PROGRAMS                                                  

We offer two dollar cost averaging programs as described below. By allocating   
amounts on a regular schedule as opposed to allocating the total amount at one  
particular time, you may be less susceptible to the impact of market            
fluctuations. You can elect only one dollar cost averaging                      

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program at a time. The dollar cost averaging programs are available only during 
the Accumulation Phase.                                                         

If you make an additional Purchase Payment while a Dollar Cost Averaging (DCA)  
or Enhanced Dollar Cost Averaging (EDCA) program is in effect, we will not      
allocate the additional payment to the DCA or EDCA program unless you tell us to
do so. Instead, unless you previously provided different allocation instructions
for future Purchase Payments or provide new allocation instructions with the    
payment, we will allocate the additional Purchase Payment directly to the same  
destination Investment Portfolios you selected under the DCA or EDCA program.   
Any Purchase Payments received after the DCA or EDCA program has ended will be  
allocated as described in "Purchase - Allocation of Purchase Payments."         

We reserve the right to modify, terminate or suspend any of the dollar cost     
averaging programs. There is no additional charge for participating in any of   
the dollar cost averaging programs. If you participate in any of the dollar     
cost averaging programs, the transfers made under the program are not taken     
into account in determining any transfer fee. We may, from time to time, offer  
other dollar cost averaging programs which have terms different from those      
described in this prospectus. We will terminate your participation in a dollar  
cost averaging program when we receive notification of your death.              

The two dollar cost averaging programs are:                                     

1. STANDARD DOLLAR COST AVERAGING (DCA)                                         

This program allows you to systematically transfer a set amount each month from 
the Fixed Account or from a money market Investment Portfolio to any of the     
other available Investment Portfolio(s) you select. We provide certain          
exceptions from our normal Fixed Account restrictions to accommodate the dollar 
cost averaging program. These transfers are made on a date you select or, if    
you do not select a date, on the date that a Purchase Payment or Account Value  
is allocated to the dollar cost averaging program. However, transfers will be   
made on the 1st day of the following month for Purchase Payments or Account     
Value allocated to the dollar cost averaging program on the 29th, 30th, or 31st 
day of a month.                                                                 

If you allocate an additional Purchase Payment to your existing DCA program,    
the DCA transfer amount will not be increased; however, the number of months    
over which transfers are made is increased, unless otherwise elected in         
writing. You can terminate the program at any time, at which point transfers    
under the program will stop. This program is not available if you have selected 
the GWB rider, the GLWB rider, a GMIB rider, or a GMIB rider and an Enhanced    
Death Benefit rider.                                                            

2. ENHANCED DOLLAR COST AVERAGING (EDCA) PROGRAM                                

The Enhanced Dollar Cost Averaging (EDCA) program allows you to systematically  
transfer amounts from a guaranteed account option, the EDCA account in the      
general account, to any available Investment Portfolio(s) you select. Except as 
discussed below, only new Purchase Payments or portions thereof can be          
allocated to an EDCA account. The transfer amount will be equal to the amount   
allocated to the EDCA account divided by a specified number of months           
(currently 6 or 12 months). For example, a $12,000 allocation to a 6-month      
program will consist of six $2,000 transfers, and a final transfer of the       
interest processed separately as a seventh transfer.                            

When a subsequent Purchase Payment is allocated by you to your existing EDCA    
account, we create "buckets" within your EDCA account.                          

o  The EDCA transfer amount will be increased by the subsequent Purchase        
Payment divided by the number of EDCA months (6 or 12 months as you   
    selected) and thereby accelerates the time period over which transfers are
made.                                                                 

o  Each allocation (bucket) resulting from a subsequent Purchase Payment will   
    earn interest at the then current interest rate applied to new allocations
to an EDCA account of the same monthly term.                          

o  Allocations (buckets) resulting from each Purchase Payment, along with the   
interest credited, will be transferred on a first-in, first-out basis.
   Using the example above, a subsequent $6,000 allocation to a 6 month EDCA
   will increase the EDCA transfer amount from $2,000 to $3,000 ($2,000 plus
   $6,000/6). This increase will have the effect of accelerating the rate at
which the 1st payment bucket is exhausted.                            

(See Appendix C for further examples of EDCA with multiple Purchase Payments.)  

The interest rate earned in an EDCA account will be the minimum guaranteed      
rate, plus any additional interest which we may declare from time to time. The  
minimum interest rate depends on the date your contract is issued, but will not 
be less than 1%. The interest rate earned in an EDCA account is paid over time  
on declining amounts in the EDCA account. Therefore, the amount of interest     

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payments you receive will decrease as amounts are systematically transferred    
from the EDCA account to any Investment Portfolio, and the effective interest   
rate earned will therefore be less than the declared interest rate.             

The first transfer we make under the EDCA program is the date your Purchase     
Payment is allocated to your EDCA account. Subsequent transfers will be made    
each month thereafter on the same day. However, transfers will be made on the   
1st day of the following month for Purchase Payments allocated on the 29th,     
30th, or 31st day of a month. If the selected day is not a Business Day, the    
transfer will be deducted from the EDCA account on the selected day but will be 
applied to the Investment Portfolios on the next Business Day. EDCA interest    
will not be credited on the transfer amount between the selected day and the    
next Business Day. Transfers will continue on a monthly basis until all amounts 
are transferred from your EDCA account. Your EDCA account will be terminated as 
of the last transfer.                                                           

If you decide you no longer want to participate in the EDCA program, or if we   
receive notification of your death, your participation in the EDCA program will 
be terminated and all money remaining in your EDCA account will be transferred  
to the Investment Portfolio(s) in accordance with the percentages you have      
chosen for the EDCA program, unless you specify otherwise.                      

The EDCA program is not available in Oregon.                                    

THREE MONTH MARKET ENTRY PROGRAM                                                

Alternatively, you can participate in the Three Month Market Entry Program      
which operates in the same manner as the Enhanced Dollar Cost Averaging         
Program, except it is of 3 months duration.                                     

AUTOMATIC REBALANCING PROGRAM                                                   

Once your money has been allocated to the Investment Portfolios, the            
performance of each portfolio may cause your allocation to shift. You can       
direct us to automatically rebalance your contract to return to your original   
percentage allocations by selecting our Automatic Rebalancing Program. You can  
tell us whether to rebalance monthly, quarterly, semi-annually or annually.     

An automatic rebalancing program is intended to transfer Account Value from     
those portfolios that have increased in value to those that have declined or    
not increased as much in value. Over time, this method of investing may help    
you "buy low and sell high," although there can be no assurance that this       
objective will be achieved. Automatic rebalancing does not guarantee profits,   
nor does it assure that you will not have losses.                               

We will measure the rebalancing periods from the anniversary of the date we     
issued your contract. If a dollar cost averaging (either DCA or EDCA) program   
is in effect, rebalancing allocations will be based on your current DCA or EDCA 
allocations. If you are not participating in a dollar cost averaging program,   
we will make allocations based upon your current Purchase Payment allocations,  
unless you tell us otherwise.                                                   

The Automatic Rebalancing Program is available only during the Accumulation     
Phase. There is no additional charge for participating in the Automatic         
Rebalancing Program. If you participate in the Automatic Rebalancing Program,   
the transfers made under the program are not taken into account in determining  
any transfer fee. We will terminate your participation in the Automatic         
Rebalancing Program when we receive notification of your death. If you have     
selected the GMIB Plus IV, Enhanced Death Benefit III, GMIB Plus III, or        
Enhanced Death Benefit II riders, the Fixed Account is available for automatic  
rebalancing. If you have selected the GWB v1, GLWB, GMIB Max V, GMIB Max IV,    
GMIB Max III, GMIB Max II, EDB Max V, EDB Max IV, EDB Max III, or EDB Max II    
riders, the Fixed Account is not available for automatic rebalancing.           

EXAMPLE:                                                                        

Assume that you want your initial Purchase Payment split between two      
 Investment Portfolios. You want 40% to be in the Lord Abbett Bond Debenture
Portfolio and 60% to be in the ClearBridge Aggressive Growth Portfolio.   
Over the next 2 1/2 months the bond market does very well while the stock 
market performs poorly. At the end of the first quarter, the Lord Abbett  
 Bond Debenture Portfolio now represents 50% of your holdings because of its
increase in value. If you have chosen to have your holdings rebalanced    
quarterly, on the first day of the next quarter, we will sell some of your
units in the Lord Abbett Bond Debenture Portfolio to bring its value back 
to 40% and use the money to buy more units in the ClearBridge Aggressive  
Growth Portfolio to increase those holdings to 60%.                       

VOTING RIGHTS                                                                   

We are the legal owner of the Investment Portfolio shares. However, we believe  
that when an Investment Portfolio solicits proxies in conjunction with a vote   
of shareholders, we are required to obtain from you and other affected          

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Owners instructions as to how to vote those shares. When we receive those       
instructions, we will vote all of the shares we own in proportion to those      
instructions. This will also include any shares that we own on our own behalf.  
The effect of this proportional voting is that a small number of contract       
Owners may control the outcome of a vote. Should we determine that we are no    
longer required to comply with the above, we will vote the shares in our own    
right.                                                                          

SUBSTITUTION OF INVESTMENT OPTIONS                                              

If investment in the Investment Portfolios or a particular Investment Portfolio 
is no longer possible, in our judgment becomes inappropriate for purposes of    
the contract, or for any other reason in our sole discretion, we may substitute 
another Investment Portfolio or Investment Portfolios without your consent. The 
substituted Investment Portfolio may have different fees and expenses.          
Substitution may be made with respect to existing investments or the investment 
of future Purchase Payments, or both. However, we will not make such            
substitution without any necessary approval of the Securities and Exchange      
Commission and applicable state insurance departments. Furthermore, we may      
close Investment Portfolios to allocation of Purchase Payments or Account       
Value, or both, at any time in our sole discretion.                             

4. EXPENSES                                                                     

There are charges and other expenses associated with the contract that reduce   
the return on your investment in the contract. These charges and expenses are:  

PRODUCT CHARGES                                                                 

SEPARATE ACCOUNT PRODUCT CHARGES. Each day, we make a deduction for our         
Separate Account product charges (which consist of the mortality and expense    
charge, the administration charge and the charges related to certain death      
benefit riders). We do this as part of our calculation of the value of the      
Accumulation Units and the Annuity Units (I.E., during the Accumulation Phase   
and the Income Phase - although death benefit charges no longer continue in the 
Income Phase).                                                                  

MORTALITY AND EXPENSE CHARGE. We assess a daily mortality and expense charge    
that is equal, on an annual basis, to 1.05% of the average daily net asset      
value of each Investment Portfolio.                                             

This charge compensates us for mortality risks we assume, including making      
Annuity Payments that will not change based on our actual mortality experience  
and providing a guaranteed minimum death benefit under the contract. The charge 
also compensates us for expense risks we assume to cover contract maintenance   
expenses. These expenses may include issuing contracts, maintaining records,    
making and maintaining subaccounts available under the contract and performing  
accounting, regulatory compliance, and reporting functions. This charge also    
compensates us for costs associated with the establishment and administration   
of the contract, including programs like transfers and dollar cost averaging.   
If the mortality and expense charge is inadequate to cover the actual expenses  
of mortality, maintenance, and administration, we will bear the loss. If the    
charge exceeds the actual expenses, we will add the excess to our profit and it 
may be used to finance distribution expenses or for any other purpose.          

ADMINISTRATION CHARGE. This charge is equal, on an annual basis, to 0.25% of    
the average daily net asset value of each Investment Portfolio. This charge,    
together with the account fee (see below), is for the expenses associated with  
the administration of the contract. Some of these expenses are: issuing         
contracts, maintaining records, providing accounting, valuation, regulatory and 
reporting services, as well as expenses associated with marketing, sale and     
distribution of the contracts.                                                  

DEATH BENEFIT RIDER CHARGES. If you select one of the following death benefit   
riders, we will deduct a charge that compensates us for the costs and risks we  
assume in providing the benefit. This charge (assessed during the Accumulation  
Phase) is equal, on an annual basis, to the percentages below of the average    
daily net asset value of each Investment Portfolio:                             

                                                                [Download Table]
                                              
    Annual Step-Up Death Benefit         0.20%
    Compounded-Plus Death Benefit        0.35%
    Additional Death Benefit -                
      Earnings                                
Preservation Benefit                     0.25%

Please check with your registered representative regarding which death benefits 
are available in your state.                                                    

EDB Max V is currently available for purchase in all states. EDB Max IV, EDB    
Max III, EDB Max II, Enhanced Death Benefit III, and Enhanced Death Benefit II  
are not available for purchase.                                                 

The EDB Max V rider may only be selected if you also select the GMIB Max V      
rider. The EDB Max IV rider could only be selected if you also selected the     
GMIB Max IV rider. The EDB Max III rider could only be selected if you          

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also selected the GMIB Max III rider. The EDB Max II rider could only be        
selected if you also selected the GMIB Max II rider. The Enhanced Death Benefit 
III rider could only be selected if you also selected the GMIB Plus IV rider.   
The Enhanced Death Benefit II rider could only be selected if you also selected 
the GMIB Plus III rider.                                                        

If you select an Enhanced Death Benefit rider, and you are age 69 or younger at 
issue, we will assess a charge during the Accumulation Phase equal to 0.60% of  
the Death Benefit Base. If you are age 70 or older at issue, we will assess a   
charge during the Accumulation Phase equal to 1.15% of the Death Benefit Base.  
(For a discussion of how the Death Benefit Base is determined, see "Death       
Benefit - Optional Death Benefit - Enhanced Death Benefit (EDB).")              

If your Death Benefit Base is increased due to an Optional Step-Up, we may      
reset the rider charge applicable beginning after the contract anniversary on   
which the Optional Step-Up occurs to a rate that does not exceed the lower of:  
(a) the Maximum Optional Step-Up Charge (1.50%) or (b) the current rate that we 
would charge for the same rider available for new contract purchases at the     
time of the Optional Step-Up. Starting with the first contract anniversary, the 
charge is assessed for the prior Contract Year at each contract anniversary     
before any Optional Step-Up.                                                    

If you: make a full withdrawal (surrender); begin to receive Annuity Payments   
at the Annuity Date; change the Owner or Joint Owner (or the Annuitant, if a    
non-natural person owns the contract); or assign the contract, a pro rata       
portion of the Enhanced Death Benefit charge will be assessed based on the      
number of months from the last contract anniversary to the date of the          
withdrawal, the beginning of Annuity Payments, the change of Owner/Annuitant,   
or the assignment. If an Enhanced Death Benefit rider is terminated because the 
contract is terminated; because the death benefit amount is determined; or      
because there are insufficient funds to deduct the rider charge from the        
Account Value, no Enhanced Death Benefit charge will be assessed based on the   
number of months from the last contract anniversary to the date the termination 
takes effect.                                                                   

The Enhanced Death Benefit rider charge is deducted from your Account Value pro 
rata from each Investment Portfolio, the Fixed Account and the EDCA account in  
the ratio each portfolio/account bears to your total Account Value. We take     
amounts from the investment options that are part of the Separate Account by    
canceling Accumulation Units from the Separate Account.                         

See "GLWB Death Benefit - Rider Charge" below for information on the GLWB       
Death Benefit charge.                                                           

ACCOUNT FEE                                                                     

During the Accumulation Phase, every Contract Year on your contract anniversary 
(the anniversary of the date when your contract was issued), we will deduct $30 
from your contract as an account fee for the prior Contract Year if your        
Account Value is less than $50,000. If you make a complete withdrawal from your 
contract, the full account fee will be deducted from the Account Value          
regardless of the amount of your Account Value. During the Accumulation Phase,  
the account fee is deducted pro rata from the Investment Portfolios. This       
charge is for administrative expenses (see above). This charge cannot be        
increased.                                                                      

A pro rata portion of the charge will be deducted from the Account Value on the 
Annuity Date if this date is other than a contract anniversary. If your Account 
Value on the Annuity Date is at least $50,000, then we will not deduct the      
account fee. After the Annuity Date, the charge will be collected monthly out   
of the Annuity Payment, regardless of the size of your contract.                

GUARANTEED MINIMUM INCOME                                                       

BENEFIT - RIDER CHARGE                                                          

We offer a Guaranteed Minimum Income Benefit (GMIB) that you can select when    
you purchase the contract. There are six different versions of the GMIB under   
this contract: GMIB Max V, GMIB Max IV, GMIB Max III, GMIB Max II, GMIB Plus    
IV, and GMIB Plus III. GMIB Max V is currently available for purchase in all    
states. GMIB Max IV, GMIB Max III, GMIB Max II, GMIB Plus IV, and GMIB Plus III 
are not available for purchase.                                                 

If you select a GMIB rider, we will assess a charge during the Accumulation     
Phase equal to 1.00% of the Income Base (see "Living Benefits - Guaranteed      
Minimum Income Benefit (GMIB)" for a discussion of how the Income Base is       
determined) at the time the rider charge is assessed prior to any Optional      
Step-Up.                                                                        

If your Income Base is increased due to an Optional Step-Up, we may reset the   
rider charge applicable beginning after the contract anniversary on which the   
Optional Step-Up occurs to a rate that does not exceed the lower of: (a) the    
Maximum Optional Step-Up Charge (1.50%) or (b) the                              

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current rate that we would charge for the same rider available for new contract 
purchases at the time of the Optional Step-Up.                                  

The rider charge is assessed at the first contract anniversary, and then at     
each subsequent contract anniversary, up to and including the anniversary on or 
immediately preceding the date the rider is exercised.                          

If you: make a full withdrawal (surrender); begin to receive Annuity Payments   
at the Annuity Date; change the Owner or Joint Owner (or the Annuitant, if a    
non-natural person owns the contract); or assign the contract, a pro rata       
portion of the GMIB rider charge will be assessed based on the number of months 
from the last contract anniversary to the date of the withdrawal, the beginning 
of Annuity Payments, the change of Owner/Annuitant, or the assignment. If a     
GMIB rider is terminated because of the death of the Owner or Joint Owner (or   
the Annuitant, if a non-natural person owns the contract); because the          
Guaranteed Principal Option is exercised; or because it is the 30th day         
following the contract anniversary prior to the Owner's 91st birthday, no GMIB  
rider charge will be assessed based on the number of months from the last       
contract anniversary to the date the termination takes effect.                  

The GMIB rider charge is deducted from your Account Value pro rata from each    
Investment Portfolio, the Fixed Account and the EDCA account in the ratio each  
portfolio/account bears to your total Account Value. We take amounts from the   
investment options that are part of the Separate Account by canceling           
Accumulation Units from the Separate Account.                                   

GUARANTEED WITHDRAWAL BENEFIT - RIDER CHARGE                                    

If you elect the Guaranteed Withdrawal Benefit (GWB) rider, a charge is         
deducted from your Account Value during the Accumulation Phase on each contract 
anniversary. The charge is a percentage of the Total Guaranteed Withdrawal      
Amount (see "Living Benefits - Guaranteed Withdrawal Benefit - Operation of the 
Guaranteed Withdrawal Benefit") on the contract anniversary, prior to taking    
into account any Automatic Annual Step-Up occurring on such contract            
anniversary.                                                                    

The Guaranteed Withdrawal Benefit rider charge is 0.90% of the Total Guaranteed 
Withdrawal Amount.                                                              

If: you make a full withdrawal (surrender) of your Account Value; you apply all 
of your Account Value to an Annuity Option; there is a change in Owners, Joint  
Owners or Annuitants (if the Owner is a non-natural person); the contract       
terminates (except for a termination due to death); or you assign your          
contract, a pro rata portion of the rider charge will be assessed based on the  
number of full months from the last contract anniversary to the date of the     
change.                                                                         

If the Guaranteed Withdrawal Benefit rider is terminated because of the death   
of the Owner, Joint Owner or Annuitant (if the Owner is a non-natural person),  
or if the rider is cancelled pursuant to the cancellation provisions of the     
rider, no rider charge will be assessed based on the period from the most       
recent contract anniversary to the date the termination or cancellation takes   
effect.                                                                         

The Guaranteed Withdrawal Benefit rider charge is not assessed while your       
Remaining Guaranteed Withdrawal Amount (see "Living Benefits - Guaranteed       
Withdrawal Benefit - Operation of the Guaranteed Withdrawal Benefit") equals    
zero.                                                                           

The Guaranteed Withdrawal Benefit rider charge is deducted from your Account    
Value pro rata from each Investment Portfolio, the Fixed Account and the EDCA   
account in the ratio each portfolio/account bears to your total Account Value.  
We take amounts from the investment options that are part of the Separate       
Account by canceling Accumulation Units from the Separate Account.              

We reserve the right to increase the Guaranteed Withdrawal Benefit rider charge 
upon an Automatic Annual Step-Up. The increased rider charge will apply after   
the contract anniversary on which the Automatic Annual Step-Up occurs. If an    
Automatic Annual Step-Up occurs under the Guaranteed Withdrawal Benefit rider,  
we may reset the rider charge applicable beginning after the contract           
anniversary on which the Automatic Annual Step-Up occurs to a rate that does    
not exceed the lower of: (a) the GWB Maximum Fee Rate or (b) the current rate   
that we would charge for the same rider available for new contract purchases at 
the time of the Automatic Annual Step-Up. The GWB Maximum Fee Rate is 1.80%.    

GUARANTEED LIFETIME WITHDRAWAL BENEFIT - RIDER CHARGE                           

The Guaranteed Lifetime Withdrawal Benefit (GLWB) rider is available for an     
additional charge of 1.25% of the Benefit Base (see "Living Benefits -          
Guaranteed Lifetime Withdrawal Benefit - Operation of the GLWB"), deducted for  
the prior Contract Year on the contract anniversary prior to taking into        
account any Automatic Step-Up by                                                

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withdrawing amounts on a pro rata basis from your Enhanced Dollar Cost          
Averaging Program balance and Account Value in the Separate Account. We take    
amounts from the investment options that are part of the Separate Account by    
canceling Accumulation Units from your Account Value in the Separate Account.   

Upon an Automatic Step-Up, we may increase the charge applicable beginning      
after the contract anniversary on which the Automatic Step-Up occurs to a rate  
that does not exceed the lower of: (a) the GLWB rider maximum charge (2.00%) or 
(b) the current rate that we would charge for the same rider with the same      
benefits, if available, for new contract purchases at the time of the Automatic 
Step-Up.                                                                        

If you make a total withdrawal of your Account Value prior to the Lifetime      
Withdrawal Age or that was an Excess Withdrawal, elect to receive income        
payments under your contract, change the Owner or Joint Owner (or Annuitant, if 
the Owner is a non-natural person) or assign your contract, a pro rata portion  
of the GLWB rider charge will be assessed based on the number of months from    
the last contract anniversary to the date of the withdrawal, the beginning of   
income payments, the change of Owner/                                           

Annuitant, or the assignment.                                                   

If a GLWB rider is terminated because of the death of the Owner or Joint Owner  
(or the Annuitant, if a non-natural person owns the contract), or it is         
cancelled pursuant to the cancellation provisions of the rider, no GLWB rider   
charge will be assessed based on the period from the last contract anniversary  
to the date the termination or cancellation takes effect.                       

GLWB DEATH BENEFIT - RIDER CHARGE                                               

The GLWB Death Benefit may only be elected if you have also elected the GLWB    
rider.                                                                          

The GLWB Death Benefit is available for an additional charge of 0.65% of the    
GLWB Death Benefit Base (see "Living Benefits - Guaranteed Lifetime Withdrawal  
Benefit - GLWB Death Benefit"), deducted for the prior Contract Year on the     
contract anniversary prior to taking into account any Automatic Step-Up by      
withdrawing amounts on a pro rata basis from your Enhanced Dollar Cost          
Averaging Program balance and Account Value in the Separate Account. We take    
amounts from the investment options that are part of the Separate Account by    
canceling accumulation units from your Account Value in the Separate Account.   

Upon an Automatic Step-Up, we may increase the charge applicable beginning      
after the contract anniversary on which the Automatic Step-Up occurs to a rate  
that does not exceed the lower of: (a) the GLWB Death Benefit maximum charge    
(1.20%) or (b) the current rate that we would charge for the same optional      
death benefit with the same benefits, if available, for new contract purchases  
at the time of the Automatic Step-Up.                                           

If you make a total withdrawal of your Account Value prior to the Lifetime      
Withdrawal Age or that was an Excess Withdrawal, elect to receive income        
payments under your contract, change the Owner or Joint Owner (or Annuitant, if 
the Owner is a non-natural person) or assign your contract, a pro rata portion  
of the GLWB Death Benefit charge will be assessed based on the number of months 
from the last contract anniversary to the date of the withdrawal, the beginning 
of income payments, the change of Owner/Annuitant, or the assignment.           

If the GLWB rider is terminated because of the death of the Owner or Joint      
Owner (or the Annuitant, if a non-natural person owns the contract), or it is   
cancelled pursuant to the cancellation provisions of the GLWB rider, no GLWB    
Death Benefit charge will be assessed based on the period from the last         
contract anniversary to the date the termination or cancellation takes effect.  

WITHDRAWAL CHARGE                                                               

We impose a withdrawal charge to reimburse us for contract sales expenses,      
including commissions and other distribution, promotion, and acquisition        
expenses. During the Accumulation Phase, you can make a withdrawal from your    
contract (either a partial or a complete withdrawal). If the amount you         
withdraw is determined to include the withdrawal of any of your prior Purchase  
Payments, a withdrawal charge is assessed against each Purchase Payment         
withdrawn. To determine what portion (if any) of a withdrawal is subject to a   
withdrawal charge, amounts are withdrawn from your contract in the following    
order:                                                                          

1.    Earnings in your contract (earnings are equal to your Account Value, less 
Purchase Payments not previously withdrawn); then                     

2.    The free withdrawal amount described below (deducted from Purchase        
Payments not previously withdrawn, in the order such Purchase Payments
 were made, with the oldest Purchase Payment first, as described below);
then                                                                  

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3.    Purchase Payments not previously withdrawn, in the order such Purchase    
  Payments were made: the oldest Purchase Payment first, the next Purchase
Payment second, etc. until all Purchase Payments have been withdrawn. 

The withdrawal charge is calculated at the time of each withdrawal in           
accordance with the following:                                                  

                                                                [Download Table]

Number of Complete Years from        Withdrawal Charge   
Receipt of Purchase Payment       (% of Purchase Payment)
------------------------------   ------------------------
                                                         
  0                                         7            
  1                                         6            
  2                                         6            
  3                                         5            
  4                                         4            
  5                                         3            
  6                                         2            
  7 and thereafter                          0            

For a partial withdrawal, the withdrawal charge is deducted from the remaining  
Account Value, if sufficient. If the remaining Account Value is not sufficient, 
the withdrawal charge is deducted from the amount withdrawn.                    

If the Account Value is smaller than the total of all Purchase Payments, the    
withdrawal charge only applies up to the Account Value.                         

We do not assess the withdrawal charge on any payments paid out as Annuity      
Payments or as death benefits, although we do assess the withdrawal charge in   
calculating GMIB payments, if applicable. In addition, we will not assess the   
withdrawal charge on required minimum distributions from Qualified Contracts in 
order to satisfy federal income tax rules or to avoid required federal income   
tax penalties. This exception only applies to amounts required to be            
distributed from this contract. We do not assess the withdrawal charge on       
earnings in your contract.                                                      

NOTE: For tax purposes, earnings from Non-Qualified Contracts are considered to 
come out first.                                                                 

FREE WITHDRAWAL AMOUNT. The free withdrawal amount for each Contract Year after 
the first (there is no free withdrawal amount in the first Contract Year) is    
equal to 10% of your total Purchase Payments, less the total free withdrawal    
amount previously withdrawn in the same Contract Year. Also, we currently will  
not assess the withdrawal charge on amounts withdrawn during the first Contract 
Year under the Systematic Withdrawal Program. Any unused free withdrawal amount 
in one Contract Year does not carry over to the next Contract Year.             

REDUCTION OR ELIMINATION OF THE WITHDRAWAL CHARGE                               

GENERAL. We may elect to reduce or eliminate the amount of the withdrawal       
charge when the contract is sold under circumstances which reduce our sales     
expenses. Some examples are: if there is a large group of individuals that will 
be purchasing the contract, or if a prospective purchaser already had a         
relationship with us. We may not deduct a withdrawal charge under a contract    
issued to an officer, director, employee, or a family member of an officer,     
director, or employee of ours or any of our affiliates, and we may not deduct a 
withdrawal charge under a contract issued to an officer, director or employee   
or family member of an officer, director or employee of a broker-dealer that is 
participating in the offering of the contract. In lieu of a withdrawal charge   
waiver, we may provide an Account Value credit.                                 

NURSING HOME OR HOSPITAL CONFINEMENT RIDER. We will not impose a withdrawal     
charge if, after you have owned the contract for one year, you or your Joint    
Owner becomes confined to a nursing home and/or hospital for at least 90        
consecutive days or confined for a total of at least 90 days if there is no     
more than a 6-month break in confinement and the confinements are for related   
causes. The confinement must begin after the first contract anniversary and you 
must have been the Owner continuously since the contract was issued (or have    
become the Owner as the spousal Beneficiary who continues the contract). The    
confinement must be prescribed by a physician and be medically necessary. You   
must exercise this right no later than 90 days after you or your Joint Owner    
exits the nursing home or hospital. This waiver terminates on the Annuity Date. 
We will not accept additional payments once this waiver is used. There is no    
charge for this rider. This rider is not available in Massachusetts. This rider 
is also not available for contracts issued in South Dakota based on             
applications and necessary information received in Good Order at our Annuity    
Service Center after the close of the New York Stock Exchange on December 31,   
2012.                                                                           

TERMINAL ILLNESS RIDER. After the first contract anniversary, we will waive the 
withdrawal charge if you or your Joint Owner are terminally ill and not         
expected to live more than 12 months; a physician certifies to your illness     

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and life expectancy; you were not diagnosed with the terminal illness as of the 
date we issued your contract; and you have been the Owner continuously since    
the contract was issued (or have become the Owner as the spousal Beneficiary    
who continues the contract). This waiver terminates on the Annuity Date. We     
will not accept additional payments once this waiver is used. There is no       
charge for this rider. This rider is not available in Massachusetts.            

The Nursing Home or Hospital Confinement rider and the Terminal Illness rider   
are not available for Owners who are age 81 or older (on the contract issue     
date). Additional conditions and requirements apply to the Nursing Home or      
Hospital Confinement rider and the Terminal Illness rider. They are specified   
in the rider(s) that are part of your contract.                                 

PREMIUM AND OTHER TAXES                                                         

We reserve the right to deduct from Purchase Payments, account balances,        
withdrawals, death benefits or income payments any taxes relating to the        
contracts (including, but not limited to, premium taxes) paid by us to any      
government entity. Examples of these taxes include, but are not limited to,     
premium tax, generation-skipping transfer tax or a similar excise tax under     
federal or state tax law which is imposed on payments we make to certain        
persons and income tax withholdings on withdrawals and income payments to the   
extent required by law. Premium taxes generally range from 0 to 3.5%, depending 
on the state. We will, at our sole discretion, determine when taxes relate to   
the contracts. We may, at our sole discretion, pay taxes when due and deduct    
that amount from the account balance at a later date. Payment at an earlier     
date does not waive any right we may have to deduct amounts at a later date. It 
is our current practice not to charge premium taxes until Annuity Payments      
begin.                                                                          

TRANSFER FEE                                                                    

We currently allow unlimited transfers without charge during the Accumulation   
Phase. However, we have reserved the right to limit the number of transfers to  
a maximum of 12 per year without charge and to charge a transfer fee of $25 for 
each transfer greater than 12 in any year. We are currently waiving the         
transfer fee, but reserve the right to charge it in the future. The transfer    
fee is deducted from the Investment Portfolio or Fixed Account from which the   
transfer is made. However, if the entire interest in an account is being        
transferred, the transfer fee will be deducted from the amount which is         
transferred.                                                                    

If the transfer is part of a pre-scheduled transfer program, it will not count  
in determining the transfer fee.                                                

INCOME TAXES                                                                    

We reserve the right to deduct from the contract for any income taxes which we  
incur because of the contract. In general, we believe under current federal     
income tax law, we are entitled to hold reserves with respect to the contract   
that offset Separate Account income. If this should change, it is possible we   
could incur income tax with respect to the contract, and in that event we may   
deduct such tax from the contract. At the present time, however, we are not     
incurring any such income tax or making any such deductions.                    

INVESTMENT PORTFOLIO EXPENSES                                                   

There are deductions from and expenses paid out of the assets of each           
Investment Portfolio, which are described in the Investment Portfolio           
prospectuses. These deductions and expenses are not charges under the terms of  
the contract, but are represented in the share values of each Investment        
Portfolio.                                                                      

5.  ANNUITY PAYMENTS                                                            

(THE INCOME PHASE)                                              

ANNUITY DATE                                                                    

Under the contract you can receive regular income payments (referred to as      
ANNUITY PAYMENTS). You can choose the month and year in which those payments    
begin. We call that date the ANNUITY DATE. Your Annuity Date must be the first  
day of a calendar month and must be at least 30 days after we issue the         
contract.                                                                       

When you purchase the contract, the Annuity Date will be the later of the first 
day of the calendar month after the Annuitant's 90th birthday or 10 years from  
the date your contract was issued. You can change or extend the Annuity Date at 
any time before the Annuity Date with 30 days prior notice to us (subject to    
restrictions that may apply in your state, restrictions imposed by your selling 
firm, and our current established administrative procedures).                   

PLEASE BE AWARE THAT ONCE YOUR CONTRACT IS ANNUITIZED, YOU ARE INELIGIBLE TO    
RECEIVE THE DEATH BENEFIT YOU HAVE SELECTED. ADDITIONALLY, IF YOU HAVE SELECTED 
A LIVING BENEFIT RIDER SUCH AS A GUARANTEED MINIMUM INCOME BENEFIT OR           
GUARANTEED WITHDRAWAL BENEFIT, ANNUITIZING YOUR CONTRACT TERMINATES THE RIDER,  
INCLUDING ANY                                                                   

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DEATH BENEFIT OR GUARANTEED PRINCIPAL ADJUSTMENT THAT MAY BE PROVIDED BY THE    
RIDER.                                                                          

ANNUITY PAYMENTS                                                                

You (unless another payee is named) will receive the Annuity Payments during    
the Income Phase. The Annuitant is the natural person(s) whose life we look to  
in the determination of Annuity Payments.                                       

During the Income Phase, you have the same investment choices you had just      
before the start of the Income Phase. At the Annuity Date, you can choose       
whether payments will be:                                                       

o  fixed Annuity Payments, or                                                   

o  variable Annuity Payments, or                                                

o  a combination of both.                                                       

If you don't tell us otherwise, your Annuity Payments will be based on the      
investment allocations that were in place just before the start of the Income   
Phase.                                                                          

If you choose to have any portion of your Annuity Payments based on the         
Investment Portfolio(s), the dollar amount of your initial payment will vary    
and will depend upon three things:                                              

1)    the value of your contract in the Investment Portfolio(s) just before the 
start of the Income Phase,                                            

2)    the assumed investment return (AIR) (you select) used in the annuity      
table for the contract, and                                           

3)    the Annuity Option elected.                                               

Subsequent variable Annuity Payments will vary with the performance of the      
Investment Portfolios you selected. (For more information, see "Variable        
Annuity Payments" below.)                                                       

At the time you choose an Annuity Option, you select the AIR, which must be     
acceptable to us. Currently, you can select an AIR of 3% or 4%. You can change  
the AIR with 30 days notice to us prior to the Annuity Date. If you do not      
select an AIR, we will use 3%. If the actual performance exceeds the AIR, your  
variable Annuity Payments will increase. Similarly, if the actual investment    
performance is less than the AIR, your variable Annuity Payments will decrease. 

Your variable Annuity Payment is based on ANNUITY UNITS. An Annuity Unit is an  
accounting device used to calculate the dollar amount of Annuity Payments. (For 
more information, see "Variable Annuity Payments" below.)                       

When selecting an AIR, you should keep in mind that a lower AIR will result in  
a lower initial variable Annuity Payment, but subsequent variable Annuity       
Payments will increase more rapidly or decline more slowly as changes occur in  
the investment experience of the Investment Portfolios. On the other hand, a    
higher AIR will result in a higher initial variable Annuity Payment than a      
lower AIR, but later variable Annuity Payments will rise more slowly or fall    
more rapidly.                                                                   

A transfer during the Income Phase from a variable Annuity Payment option to a  
fixed Annuity Payment option may result in a reduction in the amount of Annuity 
Payments.                                                                       

If you choose to have any portion of your Annuity Payments be a fixed Annuity   
Payment, the dollar amount of each fixed Annuity Payment will not change,       
unless you make a transfer from a variable Annuity Payment option to the fixed  
Annuity Payment that causes the fixed Annuity Payment to increase. Please refer 
to the "Annuity Provisions" section of the Statement of Additional Information  
for more information.                                                           

Annuity Payments are made monthly (or at any frequency permitted under the      
contract) unless you have less than $5,000 to apply toward an Annuity Option.   
In that case, we may provide your Annuity Payment in a single lump sum instead  
of Annuity Payments. Likewise, if your Annuity Payments would be or become less 
than $100 a month, we have the right to change the frequency of payments so     
that your Annuity Payments are at least $100.                                   

ANNUITY OPTIONS                                                                 

You can choose among income plans. We call those ANNUITY OPTIONS. You can       
change your Annuity Option at any time before the Annuity Date with 30 days     
notice to us.                                                                   

If you do not choose an Annuity Option, Option 2, which provides a life annuity 
with 10 years of guaranteed Annuity Payments, will automatically be applied.    

You can choose one of the following Annuity Options or any other Annuity Option 
acceptable to us. After Annuity Payments begin, you cannot change the Annuity   
Option.                                                                         

If more than one frequency is permitted under your contract, choosing less      
frequent payments will result in each Annuity Payment being larger. Annuity     
options that guarantee that payments will be made for a certain number of years 
regardless of whether the Annuitant or joint                                    

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Annuitant are alive (such as Options 2 and 4 below) result in Annuity Payments  
that are smaller than Annuity Options without such a guarantee (such as Options 
1 and 3 below). For Annuity Options with a designated period, choosing a        
shorter designated period will result in each Annuity Payment being larger.     

OPTION 1. LIFE ANNUITY. Under this option, we will make Annuity Payments so     
long as the Annuitant is alive. We stop making Annuity Payments after the       
Annuitant's death. It is possible under this option to receive only one Annuity 
Payment if the Annuitant dies before the due date of the second payment or to   
receive only two Annuity Payments if the Annuitant dies before the due date of  
the third payment, and so on.                                                   

OPTION 2. LIFE ANNUITY WITH 10 YEARS OF ANNUITY PAYMENTS GUARANTEED. Under this 
option, we will make Annuity Payments so long as the Annuitant is alive. If,    
when the Annuitant dies, we have made Annuity Payments for less than ten years, 
we will then continue to make Annuity Payments to the Beneficiary for the rest  
of the 10 year period.                                                          

OPTION 3. JOINT AND LAST SURVIVOR ANNUITY. Under this option, we will make      
Annuity Payments so long as the Annuitant and a second person (joint Annuitant) 
are both alive. When either Annuitant dies, we will continue to make Annuity    
Payments, so long as the survivor continues to live. We will stop making        
Annuity Payments after the last survivor's death.                               

OPTION 4. JOINT AND LAST SURVIVOR ANNUITY WITH 10 YEARS OF ANNUITY PAYMENTS     
GUARANTEED. Under this option, we will make Annuity Payments so long as the     
Annuitant and a second person (joint Annuitant) are both alive. When either     
Annuitant dies, we will continue to make Annuity Payments, so long as the       
survivor continues to live. If, at the last death of the Annuitant and the      
joint Annuitant, we have made Annuity Payments for less than ten years, we will 
then continue to make Annuity Payments to the Beneficiary for the rest of the   
10 year period.                                                                 

OPTION 5. PAYMENTS FOR A DESIGNATED PERIOD. We currently offer an Annuity       
Option under which fixed or variable monthly Annuity Payments are made for a    
selected number of years as approved by us, currently not less than 10 years.   
This Annuity Option may be limited or withdrawn by us in our discretion.        

We may require proof of age or sex of an Annuitant before making any Annuity    
Payments under the contract that are measured by the Annuitant's life. If the   
age or sex of the Annuitant has been misstated, the amount payable will be the  
amount that the Account Value would have provided at the correct age or sex.    
Once Annuity Payments have begun, any underpayments will be made up in one sum  
with the next Annuity Payment. Any overpayments will be deducted from future    
Annuity Payments until the total is repaid.                                     

A commutation feature (a feature that allows the Owner to receive a lump sum of 
the present value of future Annuity Payments) is available under the variable   
Payments for a Designated Period Annuity Option (Option 5). You may not commute 
the fixed Payments for a Designated Period Annuity Option or any option         
involving a life contingency, whether fixed or variable, prior to the death of  
the last surviving Annuitant. Upon the death of the last surviving Annuitant,   
the Beneficiary may choose to continue receiving income payments or to receive  
the commuted value of the remaining guaranteed payments. For variable Annuity   
Options, the calculation of the commuted value will be done using the AIR       
applicable to the contract. (See "Annuity Payments" above.) For fixed Annuity   
Options, the calculation of the commuted value will be done using the then      
current Annuity Option rates.                                                   

There may be tax consequences resulting from the election of an Annuity Payment 
option containing a commutation feature (I.E., an Annuity Payment option that   
permits the withdrawal of a commuted value). (See "Federal Income Tax Status.") 

Due to underwriting, administrative or Internal Revenue Code considerations,    
there may be limitations on payments to the survivor under Options 3 and 4      
and/or the duration of the guarantee period under Options 2, 4, and 5.          

Tax rules with respect to decedent contracts may prohibit the election of Joint 
and Last Survivor Annuity Options (or income types) and may also prohibit       
payments for as long as the Owner's life in certain circumstances.              

In addition to the Annuity Options described above, we may offer an additional  
payment option that would allow your Beneficiary to take distribution of the    
Account Value over a period not extending beyond his or her life expectancy.    
Under this option, annual distributions would not be made in the form of an     
annuity, but would be calculated in a manner similar to the calculation of      
required minimum distributions from IRAs. (See "Federal Income Tax Status.") We 
intend to make this payment option available to both Qualified Contracts and    
Non-Qualified Contracts.                                                        

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In the event that you purchased the contract as a Qualified Contract, you must  
take distribution of the Account Value in accordance with the minimum required  
distribution rules set forth in applicable tax law. (See "Federal Income Tax    
Status.") Under certain circumstances, you may satisfy those requirements by    
electing an Annuity Option. You may choose any death benefit available under    
the contract, but certain other contract provisions and programs will not be    
available. Upon your death, if Annuity Payments have already begun, the death   
benefit would be required to be distributed to your Beneficiary at least as     
rapidly as under the method of distribution in effect at the time of your       
death.                                                                          

VARIABLE ANNUITY PAYMENTS                                                       

The Adjusted Contract Value (the Account Value, less any applicable premium     
taxes, account fee, and any prorated rider charge) is determined on the annuity 
calculation date, which is a Business Day no more than five (5) Business Days   
before the Annuity Date. The first variable Annuity Payment will be based upon  
the Adjusted Contract Value, the Annuity Option elected, the Annuitant's age,   
the Annuitant's sex (where permitted by law), and the appropriate variable      
Annuity Option table. Your annuity rates will not be less than those guaranteed 
in your contract at the time of purchase for the assumed investment return and  
Annuity Option elected. If, as of the annuity calculation date, the then        
current variable Annuity Option rates applicable to this class of contracts     
provide a first Annuity Payment greater than that which is guaranteed under the 
same Annuity Option under this contract, the greater payment will be made.      

The dollar amount of variable Annuity Payments after the first payment is       
determined as follows:                                                          

o  The dollar amount of the first variable Annuity Payment is divided by the    
 value of an Annuity Unit for each applicable Investment Portfolio as of
    the annuity calculation date. This establishes the number of Annuity Units
for each payment. The number of Annuity Units for each applicable     
Investment Portfolio remains fixed during the annuity period, provided
   that transfers among the Investment Portfolios will be made by converting
the number of Annuity Units being transferred to the number of Annuity
  Units of the Investment Portfolio to which the transfer is made, and the
   number of Annuity Units will be adjusted for transfers to a fixed Annuity
Option. Please see the Statement of Additional Information for details
about making transfers during the Annuity Phase.                      

o  The fixed number of Annuity Units per payment in each Investment Portfolio   
   is multiplied by the Annuity Unit value for that Investment Portfolio for
  the Business Day for which the Annuity Payment is being calculated. This
   result is the dollar amount of the payment for each applicable Investment
    Portfolio, less any account fee. The account fee will be deducted pro rata
out of each Annuity Payment.                                          

o  The total dollar amount of each variable Annuity Payment is the sum of all   
Investment Portfolio variable Annuity Payments.                       

ANNUITY UNIT. The initial Annuity Unit value for each Investment Portfolio of   
the Separate Account was set by us. The subsequent Annuity Unit value for each  
Investment Portfolio is determined by multiplying the Annuity Unit value for    
the immediately preceding Business Day by the net investment factor (see the    
Statement of Additional Information for a definition) for the Investment        
Portfolio for the current Business Day and multiplying the result by a factor   
for each day since the last Business Day which represents the daily equivalent  
of the AIR you elected.                                                         

FIXED ANNUITY PAYMENTS                                                          

The Adjusted Contract Value (defined above under "Variable Annuity Payments")   
on the day immediately preceding the Annuity Date will be used to determine a   
fixed Annuity Payment. The Annuity Payment will be based upon the Annuity       
Option elected, the Annuitant's age, the Annuitant's sex (where permitted by    
law), and the appropriate Annuity Option table. Your annuity rates will not be  
less than those guaranteed in your contract at the time of purchase. If, as of  
the annuity calculation date, the then current Annuity Option rates applicable  
to this class of contracts provide an Annuity Payment greater than that which   
is guaranteed under the same Annuity Option under this contract, the greater    
payment will be made. You may not make a transfer from the fixed Annuity Option 
to the variable Annuity Option.                                                 

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6. ACCESS TO YOUR MONEY                                                         

You (or in the case of a death benefit, your Beneficiary) can have access to    
the money in your contract:                                                     

(1)    by making a withdrawal (either a partial or a complete withdrawal);      

(2)    by electing to receive Annuity Payments; or                              

(3)    when a death benefit is paid to your Beneficiary.                        

Under most circumstances, withdrawals can only be made during the Accumulation  
Phase.                                                                          

You may establish a withdrawal plan under which you can receive substantially   
equal periodic payments in order to comply with the requirements of Sections    
72(q) or (t) of the Code. Premature modification or termination of such         
payments may result in substantial penalty taxes. (See "Federal Income Tax      
Status.") If you own an annuity contract with a Guaranteed Minimum Income       
Benefit (GMIB) rider and elect to receive distributions in accordance with      
substantially equal periodic payments exception, the commencement of income     
payments under the GMIB rider if your contract lapses and there remains any     
Income Base may be considered an impermissible modification of the payment      
stream under certain circumstances.                                             

When you make a complete withdrawal, you will receive the withdrawal value of   
the contract. The withdrawal value of the contract is the Account Value of the  
contract at the end of the Business Day when we receive a written request for a 
withdrawal:                                                                     

o  less any applicable withdrawal charge;                                       

o  less any premium or other tax;                                               

o  less any account fee; and                                                    

o  less any applicable pro rata GWB, GLWB, GMIB, or Enhanced Death Benefit      
rider charge.                                                         

Unless you instruct us otherwise, any partial withdrawal will be made pro rata  
from the Fixed Account, the EDCA account and the Investment Portfolio(s) you    
selected. Under most circumstances the amount of any partial withdrawal must be 
for at least $500, or your entire interest in the Investment Portfolio, Fixed   
Account or EDCA account. We require that after a partial withdrawal is made you 
keep at least $2,000 in the contract. If the withdrawal would result in the     
Account Value being less than $2,000 after a partial withdrawal, we will treat  
the withdrawal request as a request for a full withdrawal.                      

We will pay the amount of any withdrawal from the Separate Account within seven 
days of when we receive the request in Good Order unless the suspension of      
payments or transfers provision is in effect.                                   

We may withhold payment of withdrawal proceeds if any portion of those proceeds 
would be derived from a contract Owner's check that has not yet cleared (I.E.,  
that could still be dishonored by the contract Owner's banking institution). We 
may use telephone, fax, Internet or other means of communication to verify that 
payment from the contract Owner's check has been or will be collected. We will  
not delay payment longer than necessary for us to verify that payment has been  
or will be collected. Contract Owners may avoid the possibility of delay in the 
disbursement of proceeds coming from a check that has not yet cleared by        
providing us with a certified check.                                            

How to withdraw all or part of your Account Value:                              

o  You must submit a request to our Annuity Service Center. (See "Other         
Information - Requests and Elections.")                               

o  If you would like to have the withdrawal charge waived under the Nursing     
    Home or Hospital Confinement Rider or the Terminal Illness Rider, you must
    provide satisfactory evidence of confinement to a nursing home or hospital
or terminal illness. (See "Expenses - Reduction or Elimination of the 
Withdrawal Charge.")                                                  

o  You must state in your request whether you would like to apply the proceeds  
    to a payment option (otherwise you will receive the proceeds in a lump sum
and may be taxed on them).                                            

o  We have to receive your withdrawal request in our Annuity Service Center     
prior to the Annuity Date or Owner's death.                           

There are limits to the amount you can withdraw from certain qualified plans    
including Qualified and TSA plans. (See "Federal Income Tax Status.")           

INCOME TAXES, TAX PENALTIES AND CERTAIN RESTRICTIONS MAY APPLY TO ANY           
WITHDRAWAL YOU MAKE.                                                            

DIVORCE. A withdrawal made pursuant to a divorce or separation instrument is    
subject to the same withdrawal charge provisions as described in "Expenses -    
Withdrawal Charge," if permissible under tax law. In addition, the withdrawal   
will reduce the Account Value, the                                              

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death benefit, and the amount of any optional living or death benefit           
(including the benefit base we use to determine the guaranteed amount of the    
benefit). The amount withdrawn could exceed the maximum amount that can be      
withdrawn without causing a proportionate reduction in the benefit base used to 
calculate the guaranteed amount provided by an optional rider, as described in  
the "Living Benefits" and "Death Benefit" sections. The withdrawal could have a 
significant negative impact on the death benefit and on any optional rider      
benefit.                                                                        

SYSTEMATIC WITHDRAWAL PROGRAM                                                   

You may elect the Systematic Withdrawal Program at any time. We do not assess a 
charge for this program. This program provides an automatic payment to you of   
up to 10% of your total Purchase Payments each year. You can receive payments   
monthly or quarterly, provided that each payment must amount to at least $100   
(unless we consent otherwise). We reserve the right to change the required      
minimum systematic withdrawal amount. If the New York Stock Exchange is closed  
on a day when the withdrawal is to be made, we will process the withdrawal on   
the next Business Day. While the Systematic Withdrawal Program is in effect you 
can make additional withdrawals. However, such withdrawals plus the systematic  
withdrawals will be considered when determining the applicability of any        
withdrawal charge. (For a discussion of the withdrawal charge, see "Expenses"   
above.)                                                                         

We will terminate your participation in the Systematic Withdrawal Program when  
we receive notification of your death.                                          

INCOME TAXES, TAX PENALTIES AND CERTAIN RESTRICTIONS MAY APPLY TO SYSTEMATIC    
WITHDRAWALS.                                                                    

SUSPENSION OF PAYMENTS OR TRANSFERS                                             

We may be required to suspend or postpone payments for withdrawals or transfers 
for any period when:                                                            

o  the New York Stock Exchange is closed (other than customary weekend and      
holiday closings);                                                    

o  trading on the New York Stock Exchange is restricted;                        

o  an emergency exists, as determined by the Securities and Exchange            
Commission, as a result of which disposal of shares of the Investment 
    Portfolios is not reasonably practicable or we cannot reasonably value the
shares of the Investment Portfolios; or                               

o  during any other period when the Securities and Exchange Commission, by      
order, so permits for the protection of Owners.                       

We have reserved the right to defer payment for a withdrawal or transfer from   
the Fixed Account for the period permitted by law, but not for more than six    
months.                                                                         

Federal laws designed to counter terrorism and prevent money laundering might,  
in certain circumstances, require us to block an Owner's ability to make        
certain transactions and thereby refuse to accept any requests for transfers,   
withdrawals, surrenders, or death benefits until instructions are received from 
the appropriate regulator. We may also be required to provide additional        
information about you and your contract to government regulators.               

7. LIVING BENEFITS                                                              

OVERVIEW OF LIVING BENEFIT RIDERS                                               

We offer optional living benefit riders that, for certain additional charges,   
offer protection against market risk (the risk that your investments may        
decline in value or underperform your expectations). Only one of these riders   
may be elected, and the rider must be elected at contract issue. These optional 
riders are described briefly below. Please see the more detailed description    
that follows for important information on the costs, restrictions, and          
availability of each optional rider. We currently offer three types of living   
benefit riders - guaranteed income benefits, a guaranteed withdrawal benefit,   
and a guaranteed lifetime withdrawal benefit:                                   

Guaranteed Income Benefits                                                      
--------------------------                                                      

o  GMIB Max (GMIB Max V, GMIB Max IV, GMIB Max III, and GMIB Max II)            

o  Guaranteed Minimum Income Benefit Plus (GMIB Plus IV and GMIB Plus III)      

Our guaranteed income benefit riders are designed to allow you to invest your   
Account Value in the Investment Portfolios, while assuring a specified          
guaranteed level of minimum fixed Annuity Payments if you elect the Income      
Phase. The fixed Annuity Payment amount is guaranteed regardless of investment  
performance or the actual Account Value at the time you annuitize. Prior to     
exercising the rider and annuitizing your contract, you may make withdrawals up 
to a maximum level specified in the rider and still maintain the benefit        
amount.                                                                         

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Guaranteed Withdrawal Benefit                                                   
-----------------------------                                                   

o  Guaranteed Withdrawal Benefit (GWB v1)                                       

The Guaranteed Withdrawal Benefit rider is designed to allow you to invest your 
Account Value in the Investment Portfolios, while guaranteeing that at least    
the entire amount of Purchase Payments you make will be returned to you through 
a series of withdrawals, provided withdrawals in any Contract Year do not       
exceed the maximum amount allowed under the rider.                              

Guaranteed Lifetime Withdrawal Benefit                                          
--------------------------------------                                          

o  Guaranteed Lifetime Withdrawal Benefit (GLWB)                                

The GLWB rider is designed to allow you to invest your Account Value in the     
Investment Portfolios, while guaranteeing that you will receive lifetime income 
regardless of investment performance, subject to the conditions described in    
"Guaranteed Lifetime Withdrawal Benefit - Operation of the GLWB." In states     
where approved, you may also elect the GLWB Death Benefit for an additional     
charge if you elect the GLWB rider.                                             

GUARANTEED MINIMUM INCOME BENEFIT (GMIB)                                        

If you want to invest your Account Value in the Investment Portfolio(s) during  
the Accumulation Phase, but you also want to assure a specified guaranteed      
level of minimum fixed Annuity Payments during the Income Phase, we offer an    
optional rider for an additional charge, called the Guaranteed Minimum Income   
Benefit (GMIB). The purpose of the GMIB is to provide protection against market 
risk (the risk that the Account Value allocated to the Investment Portfolio(s)  
may decline in value or underperform your expectations).                        

As described in more detail in "Annuity Payments (The Income Phase)," you can   
choose to apply your Account Value to fixed Annuity Payments, variable Annuity  
Payments, or a combination of both. The dollar amount of your Annuity Payments  
will vary to a significant degree based on the market performance of the        
Investment Portfolio(s) to which you had allocated Account Value during the     
Accumulation Phase (and based on market performace during the Income Phase, in  
the case of variable Annuity Payments).                                         

With the GMIB, the minimum amount of each fixed Annuity Payment you receive     
during the Income Phase is guaranteed regardless of the investment performance  
of the Investment Portfolios during the Accumulation Phase or your actual       
Account Value at the time you elect the Income Phase. Prior to exercising the   
rider, you may make specified withdrawals that reduce your Income Base (as      
explained below) during the Accumulation Phase and still leave the rider        
guarantees intact, provided the conditions of the rider are met. Your           
registered representative can provide you an illustration of the amounts you    
would receive, with or without withdrawals, if you exercised the rider.         

In states where approved, you may purchase the GMIB if you are age 78 or        
younger on the effective date of your contract. You may not have this benefit   
and another living benefit (Guaranteed Withdrawal Benefit or Guaranteed         
Lifetime Withdrawal Benefit) in effect at the same time. Once elected, the GMIB 
rider may not be terminated except as stated below.                             

SUMMARY OF THE GMIB                                                             

THE FOLLOWING SECTION PROVIDES A SUMMARY OF HOW THE GMIB WORKS. A MORE DETAILED 
EXPLANATION OF THE OPERATION OF THE GMIB IS PROVIDED, IN THE SECTION BELOW      
CALLED "OPERATION OF THE GMIB."                                                 

Under the GMIB, we calculate an "Income Base" that determines, in part, the     
minimum amount you receive as fixed Annuity Payments under the GMIB rider if    
you elect the Income Phase. The Income Base is the greater of two calculated    
values, the Annual Increase Amount or the Highest Anniversary Value (see        
"Operation of the GMIB-Income Base"). We then will apply the Income Base        
calculated at the time the GMIB rider is exercised to the conservative GMIB     
Annuity Table specified in your GMIB rider in order to determine your minimum   
guaranteed lifetime fixed monthly Annuity Payments. (However, your actual       
payment may be higher than this minimum if, as discussed below, Annuity         
Payments during the Income Phase of the contract based on the Account Value     
would produce a higher payment).                                                

IT IS IMPORTANT TO RECOGNIZE THAT THIS INCOME BASE IS NOT AVAILABLE FOR CASH    
WITHDRAWALS AND DOES NOT ESTABLISH OR GUARANTEE YOUR ACCOUNT VALUE OR A MINIMUM 
RETURN FOR ANY INVESTMENT PORTFOLIO. THE GMIB MAY BE EXERCISED AFTER A 10-YEAR  
WAITING PERIOD AND THEN ONLY WITHIN 30 DAYS FOLLOWING A CONTRACT ANNIVERSARY,   
PROVIDED THAT THE EXERCISE MUST OCCUR NO LATER THAN THE 30-DAY PERIOD FOLLOWING 
THE CONTRACT ANNIVERSARY PRIOR TO THE OWNER'S 91ST BIRTHDAY. IF AT THE TIME YOU 
ELECT THE INCOME PHASE, APPLYING YOUR ACTUAL ACCOUNT VALUE TO THEN CURRENT      
ANNUITY PURCHASE                                                                

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RATES (INDEPENDENT OF THE GMIB RIDER) PRODUCES HIGHER ANNUITY PAYMENTS, YOU     
WILL RECEIVE THE HIGHER ANNUITY PAYMENTS, AND THUS YOU WILL HAVE PAID FOR THE   
RIDER EVEN THOUGH IT WAS NOT USED.                                              

DIFFERENT VERSIONS OF THE GMIB. From time to time, we introduce new versions of 
the GMIB. Each version of the GMIB we have offered with this contract, and the  
versions we may currently be offering (if any), are listed in the "GMIB Rate    
Table" immediately following the "Operation of the GMIB" section below. The     
principal differences between the different versions of the GMIB described in   
this prospectus are the items listed in the GMIB Rate Table and the Investment  
Portfolios to which you are permitted to allocate Account Value while the GMIB  
rider is in effect (see "Operation of the GMIB - Investment Allocation          
Restrictions").                                                                 

(See Appendix D for examples illustrating the operation of the GMIB.)           

OPERATION OF THE GMIB                                                           

The following section describes how the GMIB operates. When reading the         
following descriptions of the operation of the GMIB (for example, the "Annual   
Increase Rate," "Dollar-for-Dollar Withdrawal Percentage," and "Enhanced Payout 
Rate" sections), refer to the GMIB Rate Table below for the specific rates and  
other terms applicable to your version of the GMIB.                             

INCOME BASE. The INCOME BASE is the greater of (a) or (b) below.                

(a)    Highest Anniversary Value: On the issue date, the "Highest Anniversary   
   Value" is equal to your initial Purchase Payment. Thereafter, the Highest
 Anniversary Value will be increased by subsequent Purchase Payments and
reduced proportionately by the percentage reduction in Account Value  
attributable to each subsequent withdrawal (including any applicable  
    withdrawal charge). On each contract anniversary prior to the Owner's 81st
    birthday, the Highest Anniversary Value will be recalculated and set equal
  to the greater of the Highest Anniversary Value before the recalculation
or the Account Value on the date of the recalculation.                

The Highest Anniversary Value does not change after the contract anniversary    
immediately preceding the Owner's 81st birthday, except that it is increased    
for each subsequent Purchase Payment and reduced proportionally by the          
percentage reduction in Account Value attributable to each subsequent           
withdrawal (including any applicable withdrawal charge).                        

(b)    Annual Increase Amount: On the date we issue your contract, the "Annual  
  Increase Amount" is equal to your initial Purchase Payment. All Purchase
   Payments received within 120 days of the date we issue your contract will
be treated as part of the initial Purchase Payment for this purpose.  
  Thereafter, the Annual Increase Amount is equal to (i) less (ii), where:

(i)    is Purchase Payments accumulated at the annual increase rate (as 
  defined below) from the date the Purchase Payment is made; and

(ii)    is withdrawal adjustments (as defined below) accumulated at the 
annual increase rate.                                       

The Highest Anniversary Value and Annual Increase Amount are calculated         
independently of each other. When the Highest Anniversary Value is recalculated 
and set equal to the Account Value, the Annual Increase Amount is not set equal 
to the Account Value. See "Optional Step-Up" below for a feature that can be    
used to reset the Annual Increase Amount to the Account Value.                  

ANNUAL INCREASE RATE. As noted above, we calculate an Income Base under the     
GMIB rider that helps determine the minimum amount you receive as an income     
payment upon exercising the rider. One of the factors used in calculating the   
Income Base is called the "annual increase rate."                               

Through the contract anniversary immediately prior to the Owner's 91st          
birthday, the annual increase rate is the greater of:                           

(a)    the GMIB Annual Increase Rate; or                                        

(b)    the Required Minimum Distribution Rate (as defined below).               

Item (b) only applies to IRAs and other contracts subject to Section 401(a)(9)  
of the Internal Revenue Code.                                                   

REQUIRED MINIMUM DISTRIBUTION RATE. The Required Minimum Distribution Rate      
equals the greater of:                                                          

(1) the required minimum distribution amount for the previous calendar year or  
for this calendar year (whichever is greater), divided by the Annual
Increase Amount at the beginning of the Contract Year;              

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(2a) if you enroll only in the Automated Required Minimum Distribution Program, 
----                                      
the total withdrawals during the Contract Year under the Automated
   Required Minimum Distribution Program, divided by the Annual Increase
Amount at the beginning of the Contract Year; or                  

(2b)    if you enroll in both the Systematic Withdrawal Program and the         
----                          
Automated Required Minimum Distribution Program, the total withdrawals
  during the Contract Year under (i) the Systematic Withdrawal Program (up
to a maximum of the GMIB Annual Increase rate multiplied by the Annual
Increase Amount at the beginning of the Contract Year) and (ii) the   
   Automated Required Minimum Distribution Program (which can be used to pay
 out any amount above the Systematic Withdrawal Program withdrawals that
   must be withdrawn to fulfill minimum distribution requirements at the end
of the calendar year), divided by the Annual Increase Amount at the   
beginning of the Contract Year.                                       

On the first contract anniversary, "at the beginning of the Contract Year"      
means on the issue date; on a later contract anniversary, "at the beginning of  
the Contract Year" means on the prior contract anniversary.                     

See "Use of Automated Required Minimum Distribution Program and Systematic      
Withdrawal Program With GMIB" below for more information on the Automated       
Required Minimum Distribution Program and the Systematic Withdrawal Program.    

If item (b) above (the Required Minimum Distribution Rate) is greater than item 
(a) above (the GMIB Annual Increase Rate), and your total withdrawals during a  
Contract Year, divided by the Annual Increase Amount at the beginning of the    
Contract Year, exceed the Required Minimum Distribution Rate, the Required      
------                                            
Minimum Distribution Rate is not used to calculate the Annual Increase Rate,    
and the Annual Increase Rate will be reduced to the GMIB Annual Increase Rate   
(item (a) above). Therefore, the Annual Increase Rate for that Contract Year    
will be lower than the Required Minimum Distribution Rate, which could have the 
effect of reducing the value of Annuity Payments under the GMIB.                

During the 30-day period following the contract anniversary immediately prior   
to the Owner's 91st birthday, the annual increase rate is 0%.                   

DOLLAR-FOR-DOLLAR WITHDRAWAL PERCENTAGE. One of the factors used in calculating 
withdrawal adjustments is called the "Dollar-for-Dollar Withdrawal Percentage." 
The Dollar-for-Dollar Withdrawal Percentage is the greater of:                  

(a)    the GMIB Dollar-for-Dollar Withdrawal Rate; or                           

(b)    the Required Minimum Distribution Rate (as defined above under "Annual   
Increase Rate").                                                      

Item (b) only applies to IRAs and other contracts subject to Section 401(a)(9)  
of the Internal Revenue Code.                                                   

During the 30-day period following the contract anniversary immediately prior   
to the Owner's 91st birthday, the Dollar-for-Dollar Withdrawal Percentage is    
0%.                                                                             

For GMIB Max IV only, the GMIB Dollar-for-Dollar Withdrawal Rate, and therefore 
--------------------                                                            
the Dollar-for-Dollar Withdrawal Percentage, will be higher if you wait to take 
your first withdrawal after a certain number of Contract Years. Once it is      
determined by the timing of the first withdrawal, the GMIB Dollar-for-Dollar    
Withdrawal Rate will never increase or decrease. A HIGHER DOLLAR-FOR-DOLLAR     
WITHDRAWAL PERCENTAGE ALLOWS YOU TO WITHDRAW A LARGER AMOUNT EACH CONTRACT YEAR 
WHILE RECEIVING DOLLAR-FOR-DOLLAR TREATMENT OF THE WITHDRAWALS RATHER THAN A    
PROPORTIONAL ADJUSTMENT. As discussed below, depending on the relative amounts  
of the Annual Increase Amount and the Account Value, a "dollar-for-dollar       
treatment" withdrawal adjustment may be more favorable than a "proportional     
reduction" withdrawal adjustment.                                               

WITHDRAWAL ADJUSTMENTS. Withdrawal adjustments in a Contract Year are           
determined according to (a) or (b):                                             

(a)    proportional reduction: if total withdrawals in a Contract Year are      
----------------------                                            
  greater than the Annual Increase Amount at the beginning of the Contract
    Year multiplied by the Dollar-for-Dollar Withdrawal Percentage (as defined
    above), or if the withdrawals are not paid to you (or to the Annuitant, if
the contract is owned by a non-natural person) or to another payee we 
    agree to, the withdrawal adjustment for each withdrawal in a Contract Year
is the value of the Annual Increase Amount immediately prior to the   
withdrawal multiplied by the percentage reduction in Account Value    
attributed to that withdrawal (including any applicable withdrawal    
charge); or                                                           

(b)    dollar-for-dollar treatment: if total withdrawals in a Contract Year are 
---------------------------                                       
not greater than the Annual Increase Amount at the beginning of the   
Contract Year multiplied by the Dollar-for-Dollar Withdrawal          

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    Percentage, and if these withdrawals are paid to you (or to the Annuitant,
  if the contract is owned by a non-natural person) or to another payee we
   agree to, the total withdrawal adjustments for that Contract Year will be
set equal to the dollar amount of total withdrawals (including any    
applicable withdrawal charge) in that Contract Year.                  

These withdrawal adjustments will be treated as though the corresponding        
withdrawals occurred at the end of that Contract Year.                          

As described in (a) immediately above, if in any Contract Year you take         
cumulative withdrawals that exceed the Annual Increase Amount at the beginning  
of the Contract Year multiplied by the Dollar-for-Dollar Withdrawal Percentage, 
the Annual Increase Amount will be reduced in the same proportion that the      
entire withdrawal (including any applicable withdrawal charge) reduced the      
Account Value. DEPENDING ON THE RELATIVE AMOUNTS OF THE ANNUAL INCREASE AMOUNT  
AND THE ACCOUNT VALUE, SUCH A PROPORTIONAL REDUCTION MAY RESULT IN A            
SIGNIFICANT REDUCTION IN THE ANNUAL INCREASE AMOUNT (PARTICULARLY WHEN THE      
ACCOUNT VALUE IS LOWER THAN THE ANNUAL INCREASE AMOUNT), AND COULD HAVE THE     
EFFECT OF REDUCING OR ELIMINATING THE VALUE OF ANNUITY PAYMENTS UNDER THE GMIB  
RIDER. Complying with the two conditions described in (b) immediately above     
(including limiting your cumulative withdrawals during a Contract Year to not   
more than the Annual Increase Amount at the beginning of the Contract Year      
multiplied by the Dollar-for-Dollar Withdrawal Percentage) will result in       
dollar-for-dollar treatment of the withdrawals.                                 

Example:                                                                        
-------                                                                         

o  Dollar-for-Dollar withdrawals reduce the Annual Increase Amount by the same  
  dollar amount as the withdrawal amount. For example, if you owned a GMIB
    rider with a 4.5% GMIB Dollar-for-Dollar Withdrawal Rate and took a $4,500
    withdrawal in the first contract year, the withdrawal will reduce both the
Account Value and Annual Increase Amount by $4,500.                   

o  Proportionate withdrawals reduce the Annual Increase Amount by the same      
   proportion that the withdrawal reduced the Account Value. For example, if
  you took a withdrawal during the first Contract Year equal to 10% of the
    Account Value , that withdrawal will reduce both the Account Value and the
Annual Increase Amount by 10% in that year.                           

In determining the GMIB annuity income, an amount equal to the withdrawal       
charge that would be assessed upon a complete withdrawal and the amount of any  
premium and other taxes that may apply will be deducted from the Income Base.   

OPTIONAL STEP-UP. On each contract anniversary as permitted, you may elect to   
reset the Annual Increase Amount to the Account Value. An Optional Step-Up may  
be beneficial if your Account Value has grown at a rate above the GMIB Annual   
Increase Rate. As described below, an Optional Step-Up resets the Annual        
Increase Amount to the Account Value. After an Optional Step-Up, the annual     
increase rate will be applied to the new, higher Annual Increase Amount and     
therefore the amount that may be withdrawn without reducing the Annual Increase 
Amount on a proportionate basis will increase. HOWEVER, IF YOU ELECT TO RESET   
THE ANNUAL INCREASE AMOUNT, WE WILL ALSO RESTART THE 10-YEAR WAITING PERIOD. IN 
ADDITION, WE MAY RESET THE RIDER CHARGE TO A RATE THAT DOES NOT EXCEED THE      
LOWER OF: (A) THE MAXIMUM OPTIONAL STEP-UP CHARGE OR (B) THE CURRENT RATE THAT  
WE WOULD CHARGE FOR THE SAME RIDER AVAILABLE FOR NEW CONTRACT PURCHASES AT THE  
TIME OF THE OPTIONAL STEP-UP.                                                   

An Optional Step-Up is permitted only if: (1) the Account Value exceeds the     
Annual Increase Amount immediately before the reset; and (2) the Owner (or      
older Joint Owner or Annuitant if the contract is owned by a non-natural        
person) is not older than age 80 on the date of the Optional Step-Up.           

You may elect either: (1) a one-time Optional Step-Up at any contract           
anniversary provided the above requirements are met, or (2) Optional Step-Ups   
to occur under the Automatic Annual Step-Up. If you elect Automatic Annual      
Step-Ups, on any contract anniversary while this election is in effect, the     
Annual Increase Amount will reset to the Account Value automatically, provided  
the above requirements are met. The same conditions described above will apply  
to each Automatic Step-Up. You may discontinue this election at any time by     
notifying us in writing, at our Annuity Service Center (or by any other method  
acceptable to us), at least 30 days prior to the contract anniversary on which  
a reset may otherwise occur. Otherwise, it will remain in effect through the    
seventh                                                                         

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contract anniversary following the date you make this election, at which point  
you must make a new election if you want Automatic Annual Step-Ups to continue. 
If you discontinue or do not re-elect the Automatic Annual Step-Ups, no         
Optional Step-Up will occur automatically on any subsequent contract            
anniversary unless you make a new election under the terms described above. (If 
you discontinue Automatic Annual Step-Ups, the rider (and the rider charge)     
will continue, and you may choose to elect a one time Optional Step-Up or       
reinstate Automatic Annual Step-Ups as described above.)                        

We must receive your request to exercise the Optional Step-Up in writing, at    
our Annuity Service Center, or any other method acceptable to us. We must       
receive your request prior to the contract anniversary for an Optional Step-Up  
to occur on that contract anniversary.                                          

Each Optional Step-Up:                                                          

(1)    resets the Annual Increase Amount to the Account Value on the contract   
anniversary following the receipt of an Optional Step-Up election;    

(2)    resets the waiting period to exercise the rider to the tenth contract    
anniversary following the date the Optional Step-Up took effect;      

(3)    may reset the rider charge to a rate that does not exceed the lower of:  
 (a) the Maximum Optional Step-Up Charge or (b) the current rate that we
 would charge for the same rider available for new contract purchases at
the time of the Optional Step-Up.                                     

In the event that the charge applicable to contract purchases at the time of    
the step-up is higher than your current rider charge, you will be notified in   
writing a minimum of 30 days in advance of the applicable contract anniversary  
and be informed that you may choose to decline the Automatic Annual Step-Up. If 
you decline the Automatic Annual Step-Up, you must notify us in accordance with 
our Administrative Procedures (currently we require you to submit your request  
in writing to our Annuity Service Center no less than seven calendar days prior 
to the applicable contract anniversary). Once you notify us of your decision to 
decline the Automatic Annual Step-Up, you will no longer be eligible for future 
Automatic Annual Step-Ups until you notify us in writing to our Annuity Service 
Center that you wish to reinstate the Automatic Annual Step-Ups. This           
reinstatement will take effect at the next contract anniversary after we        
receive your request for reinstatement.                                         

On the date of the Optional Step-Up, the Account Value on that day will be      
treated as a single Purchase Payment received on the date of the step-up for    
purposes of determining the Annual Increase Amount after the reset. All         
Purchase Payments and withdrawal adjustments previously used to calculate the   
Annual Increase Amount will be set equal to zero on the date of the step-up.    

GUARANTEED PRINCIPAL OPTION. On each contract anniversary starting with the     
tenth contract anniversary and through the contract anniversary prior to the    
Owner's 91st birthday, you may exercise the Guaranteed Principal Option. If the 
Owner is a non-natural person, the Annuitant's age is the basis for determining 
the birthday. If there are Joint Owners, the age of the oldest Owner is used    
for determining the birthday. We must receive your request to exercise the      
Guaranteed Principal Option in writing, or any other method that we agree to,   
within 30 days following the applicable contract anniversary. The Guaranteed    
Principal Option will take effect at the end of this 30-day period following    
that contract anniversary.                                                      

By exercising the Guaranteed Principal Option, you elect to receive an          
additional amount to be added to your Account Value intended to restore your    
initial investment in the contract, in lieu of receiving GMIB payments. The     
additional amount is called the Guaranteed Principal Adjustment and is equal to 
(a) minus (b) where:                                                            

(a)    is Purchase Payments credited within 120 days of the date we issued the  
  contract (reduced proportionately by the percentage reduction in Account
Value attributable to each partial withdrawal (including applicable   
withdrawal charges) prior to the exercise of the Guaranteed Principal 
Option) and                                                           

(b)    the Account Value on the contract anniversary immediately preceding      
exercise of the Guaranteed Principal Option.                          

The Guaranteed Principal Option can only be exercised if (a) exceeds (b), as    
defined above. The Guaranteed Principal Adjustment will be added to each        
applicable Investment Portfolio in the ratio the portion of the Account Value   
in such Investment Portfolio bears to the total Account Value in all Investment 
Portfolios. IT IS IMPORTANT TO NOTE THAT ONLY PURCHASE PAYMENTS MADE DURING THE 
FIRST 120 DAYS THAT YOU HOLD THE CONTRACT ARE TAKEN INTO CONSIDERATION IN       
DETERMINING THE GUARANTEED PRINCIPAL ADJUSTMENT. IF YOU ANTICIPATE MAKING       
PURCHASE PAYMENTS AFTER 120                                                     

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DAYS, YOU SHOULD UNDERSTAND THAT SUCH PAYMENTS WILL NOT INCREASE THE GUARANTEED 
PRINCIPAL ADJUSTMENT. However, because Purchase Payments made after 120 days    
will increase your Account Value, such payments may have a significant impact   
on whether or not a Guaranteed Principal Adjustment is due. Therefore, the GMIB 
rider may not be appropriate for you if you intend to make additional Purchase  
Payments after the 120-day period and are purchasing the rider for this         
feature.                                                                        

The Guaranteed Principal Adjustment will never be less than zero. IF THE        
GUARANTEED PRINCIPAL OPTION IS EXERCISED, THE GMIB RIDER WILL TERMINATE AS OF   
THE DATE THE OPTION TAKES EFFECT AND NO ADDITIONAL GMIB RIDER CHARGES WILL      
APPLY THEREAFTER. The variable annuity contract, however, will continue. If you 
only elected a GMIB rider, the investment allocation restrictions described in  
"Purchase - Investment Allocation Restrictions for Certain Riders" will no      
longer apply, and you will be permitted to allocate subsequent Purchase         
Payments or transfer Account Value to any of the available Investment           
Portfolios. (However, if you elected a GMIB Max rider, you will not be          
permitted to allocate subsequent Purchase Payments or transfer Account Value to 
the Fixed Account.) If you elected both a GMIB rider and an EDB rider, the      
investment allocation restrictions applicable to the EDB rider will continue to 
apply.                                                                          

The Guaranteed Principal Option is not available with contracts issued with a   
GMIB rider in the state of Washington.                                          

EXERCISING THE GMIB. If you exercise the GMIB rider, you must elect to receive  
Annuity Payments under one of the following fixed Annuity Options:              

(1)    Life annuity with 5 years of Annuity Payments guaranteed.                

(2)    Joint and last survivor annuity with 5 years of Annuity Payments         
  guaranteed. Based on federal tax rules, this option is not available for
   Qualified Contracts where the difference in ages of the Joint Annuitants,
    who are not spouses, is greater than 10 years. (See "Annuity Payments (The
Income Phase).")                                                      

These options are described in the contract and the GMIB rider.                 

THE GMIB ANNUITY TABLE. When the contract is annuitized, Annuity Payments under 
the GMIB rider will be determined by applying the Income Base to the rates in   
the GMIB Annuity Table. The GMIB Annuity Table Basis is specified in the rider  
and the GMIB Rate Table.                                                        

As with other payout types, the amount you receive as an income payment also    
depends on the Annuity Option you select, your age, and your sex. THE ANNUITY   
RATES IN THE GMIB ANNUITY TABLE ARE CONSERVATIVE AND A WITHDRAWAL CHARGE MAY BE 
APPLICABLE, SO THE AMOUNT OF GUARANTEED MINIMUM LIFETIME INCOME THAT THE GMIB   
PRODUCES MAY BE LESS THAN THE AMOUNT OF ANNUITY INCOME THAT WOULD BE PROVIDED   
BY APPLYING YOUR ACCOUNT VALUE ON YOUR ANNUITY DATE TO THEN-CURRENT ANNUITY     
PURCHASE RATES.                                                                 

If you exercise the GMIB rider, your Annuity Payments will be the greater of:   

o  the Annuity Payment determined by applying the amount of the Income Base to  
the GMIB Annuity Table, or                                            

o  the Annuity Payment determined for the same Annuity Option in accordance     
with the base contract. (See "Annuity Payments (The Income Phase).")  

If you choose not to receive Annuity Payments as guaranteed under the GMIB, you 
may elect any of the Annuity Options available under the contract.              

IF THE AMOUNT OF THE GUARANTEED MINIMUM LIFETIME INCOME THAT THE GMIB PRODUCES  
IS LESS THAN THE AMOUNT OF ANNUITY INCOME THAT WOULD BE PROVIDED BY APPLYING    
CONTRACT VALUE ON THE ANNUITY DATE TO THE THEN-CURRENT ANNUITY PURCHASE RATES,  
THEN YOU WOULD HAVE PAID FOR A BENEFIT THAT YOU DID NOT USE.                    

If you take a full withdrawal of your Account Value, your contract is           
terminated by us due to its small Account Value and inactivity (see "Purchase - 
Termination for Low Account Value"), or your contract lapses and there remains  
any Income Base, we will commence making income payments within 30 days of the  
date of the full withdrawal, termination or lapse. In such cases, your income   
payments under this benefit, if any, will be determined using the Income Base   
and any applicable withdrawal adjustment that was taken on account of the       
withdrawal, termination or lapse.                                               

ENHANCED PAYOUT RATES. The GMIB payout rates are enhanced under the following   
circumstances.                                                                  

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If you select the GMIB and if:                                                  

o  you take no withdrawals prior to the Minimum Enhanced Payout Withdrawal Age; 

o  your Account Value is fully withdrawn or decreases to zero at or after you   
 reach the Minimum Enhanced Payout Withdrawal Age and there is an Income
Base remaining; and                                                   

o  the Annuity Option you select is the single life annuity with 5 years of     
Annuity Payments guaranteed;                                          

then the annual Annuity Payments under the GMIB will equal or exceed the        
applicable Enhanced Payout Rate multiplied by the Income Base (calculated on    
the date the payments are determined).                                          

If an Owner dies and the Owner's spouse (age 89 or younger) is the Beneficiary  
of the contract, the spouse may elect to continue the contract and the GMIB     
rider. If the spouse elects to continue the contract and the Owner had begun to 
take withdrawals prior to his or her death, and the Owner was older than the    
spouse, the spouse's eligibility for the Enhanced Payout Rates described above  
is based on the Owner's age when the withdrawals began. For example, if an      
Owner had begun to take withdrawals at the applicable Minimum Enhanced Payout   
Withdrawal Age and subsequently died, if that Owner's spouse continued the      
contract and the GMIB rider, the spouse would be eligible for the Enhanced      
Payout Rate as described above, even if the spouse were younger than the        
Enhanced Rate Withdrawal Age at the time the contract was continued. If the     
spouse elects to continue the contract and the Owner had not taken any          
withdrawals prior to his or her death, the spouse's eligibility for the         
Enhanced Payout Rates is based on the spouse's age when the spouse begins to    
take withdrawals.                                                               

INVESTMENT ALLOCATION RESTRICTIONS. For a detailed description of the GMIB      
investment allocation restrictions, see the applicable subsection of "Purchase  
- Investment Allocation Restrictions for Certain Riders."                       

RESTRICTIONS ON SUBSEQUENT PURCHASE PAYMENTS. For a detailed description of the 
restrictions or potential restrictions on subsequent Purchase Payments that may 
apply for your version of the GMIB, see the applicable subsection of "Purchase  
-  Investment Allocation Restrictions for Certain Riders."                      

TAXES. Withdrawals of taxable amounts will be subject to ordinary income tax    
and, if made prior to age 59 1/2, a 10% federal tax penalty may apply.          

OWNERSHIP. If you, the Owner, are a natural person, you must also be the        
Annuitant. If a non-natural person owns the contract, then the Annuitant will   
be considered the Owner in determining the Income Base and GMIB Annuity         
Payments. If Joint Owners are named, the age of the older Joint Owner will be   
used to determine the Income Base and GMIB Annuity Payments. For the purposes   
of the Guaranteed Minimum Income Benefit section of the prospectus, "you"       
always means the Owner, oldest Joint Owner or the Annuitant, if the Owner is a  
non-natural person.                                                             

GMIB AND DECEDENT CONTRACTS. If you are purchasing this contract with a         
nontaxable transfer of the death benefit proceeds of any annuity contract or    
IRA (or any other tax-qualified arrangement) of which you were the Beneficiary  
and you are "stretching" the distributions under the IRS required distribution  
rules, you may not purchase a GMIB rider.                                       

TERMINATING THE GMIB RIDER. Except as otherwise provided in the GMIB rider, the 
rider will terminate upon the earliest of:                                      

a)    The 30th day following the contract anniversary prior to your 91st
birthday;                                                   

b)    The date you make a complete withdrawal of your Account Value (if 
        there is an Income Base remaining you will receive payments based on
      the remaining Income Base) (a pro rata portion of the rider charge
will be assessed);                                          

c)    The date you elect to receive Annuity Payments under the contract 
       and you do not elect to receive payments under the GMIB (a pro rata
portion of the rider charge will be assessed);              

d)    Death of the Owner or Joint Owner (unless the spouse (age 89 or   
        younger) is the Beneficiary and elects to continue the contract), or
     death of the Annuitant if a non-natural person owns the contract;

e)    A change for any reason of the Owner or Joint Owner or the        
        Annuitant, if a non-natural person owns the contract, subject to our
     administrative procedures (a pro rata portion of the rider charge
will be assessed);                                          

f)    The effective date of the Guaranteed Principal Option; or         

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g)    The date you assign your contract (a pro rata portion of the rider
charge will be assessed).                                   

If an Owner or Joint Owner dies and:                                            

o  the spouse elects to continue the contract and the GMIB rider under          
termination provision d) above; and                                   

o  before the 10-year waiting period to exercise the GMIB rider has elapsed,    
the GMIB rider will terminate under termination provision a) above    
 (because it is the 30th day following the contract anniversary prior to
the spouse's 91st birthday);                                          

we will permit the spouse to exercise the GMIB rider within the 30 days         
following the Contract Anniversary prior to his or her 91st birthday, even      
though the 10-year waiting period has not elapsed.                              

Under our current administrative procedures, we will waive the termination of   
the GMIB rider if you assign a portion of the contract under the following      
limited circumstances: if the assignment is solely for your benefit on account  
of your direct transfer of Account Value under Section 1035 of the Internal     
Revenue Code to fund premiums for a long term care insurance policy or Purchase 
Payments for an annuity contract issued by an insurance company which is not    
our affiliate and which is licensed to conduct business in any state. All such  
direct transfers are subject to any applicable withdrawal charges.              

When the GMIB rider terminates, the corresponding GMIB rider charge terminates  
and the GMIB investment allocation restrictions will no longer apply (except    
for the restrictions applicable to the GMIB Max riders described under          
"Purchase - Investment Allocation and Other Purchase Payment Restrictions for   
the GMIB Max, EDB Max, and GWB v1 Riders - Restrictions on Investment           
Allocations After Rider Terminates").                                           

USE OF AUTOMATED REQUIRED MINIMUM DISTRIBUTION PROGRAM AND SYSTEMATIC           
WITHDRAWAL PROGRAM WITH GMIB                                                    

For IRAs and other contracts subject to Section 401(a)(9) of the Internal       
Revenue Code, you may be required to take withdrawals to fulfill minimum        
distribution requirements generally beginning at age 70 1/2.                    

Used with the GMIB rider, our Automated Required Minimum Distribution Program   
can help you fulfill minimum distribution requirements with respect to your     
contract without reducing the Income Base on a proportionate basis. (Reducing   
the Income Base on a proportionate basis could have the effect of reducing or   
eliminating the value of Annuity Payments under the GMIB rider.) The Automated  
Required Minimum Distribution Program calculates minimum distribution           
requirements with respect to your contract and makes payments to you on a       
monthly, quarterly, semi-annual or annual basis.                                

Alternatively, you may choose to enroll in both the Automated Required Minimum  
Distribution Program and the Systematic Withdrawal Program (see "Access to Your 
Money - Systematic Withdrawal Program"). In order to avoid taking withdrawals   
that could reduce the Income Base on a proportionate basis, withdrawals under   
the Systematic Withdrawal Program should not exceed the GMIB Dollar for Dollar  
Withdrawal Rate at the beginning of the Contract Year. Any amounts above the    
GMIB Dollar-for-Dollar Withdrawal Rate that need to be withdrawn to fulfill     
minimum distribution requirements can be paid out at the end of the calendar    
year by the Automated Required Minimum Distribution Program. For example, if    
you elect the GMIB, enroll in the Systematic Withdrawal Program, and elect to   
receive monthly payments equal to the GMIB Dollar-for-Dollar Withdrawal Rate    
multiplied by the Annual Increase Amount, you should also enroll in the         
Automated Required Minimum Distribution Program and elect to receive your       
Automated Required Minimum Distribution Program payment on an annual basis,     
after the Systematic Withdrawal Program monthly payment in December.            

If you enroll in either the Automated Required Minimum Distribution Program or  
both the Automated Required Minimum Distribution Program and the Systematic     
Withdrawal Program, you should not make additional withdrawals outside the      
programs. Additional withdrawals may result in the Income Base being reduced on 
a proportionate basis, and have the effect of reducing or eliminating the value 
of Annuity Payments under the GMIB rider.                                       

To enroll in the Automated Required Minimum Distribution Program and/or the     
Systematic Withdrawal Program, please contact our Annuity Service Center.       

GMIB RATE TABLE                                                                 

USING THE GMIB RATE TABLE. The GMIB Rate Table indicates the date each version  
was first offered ("Date Introduced"). Only one version is offered in each      
state, currently. When a new version of the GMIB is introduced, it generally    
will replace the prior version once approved in                                 

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a state. However, some states may take more time than others to approve the new 
version; in addition, certain broker-dealers may not offer a new version on the 
first date it is introduced.                                                    

If you have already purchased a contract, to determine which version of the     
GMIB (if any) you purchased with your contract, you should refer to the copy of 
the contract you received after you purchased it. If you would like another     
copy of your contract, including any applicable GMIB rider, please call our     
Annuity Service Center at (800) 343-8496. If you are purchasing a contract, to  
determine which version of the rider is currently being offered in your state,  
you should ask your registered representative.                                  

If we introduce a new version of the rider, we generally will do so by updating 
the GMIB Rate Table. Changes to the GMIB Rate Table after the date of this      
prospectus, reflecting a new version of the rider, will be made in a supplement 
to the prospectus.                                                              

The GMIB Rate Table lists the following for each version of the GMIB:           

o  the GMIB Annual Increase Rate, which is the minimum rate at which the Annual 
-------------------------                                         
   Increase Amount is increased at each Contract Anniversary (see "Operation
of the GMIB-Income Base");                                            

o  the GMIB Dollar-for-Dollar Withdrawal Rate: in each Contract Year, if you    
--------------------------------------                            
   make withdrawals that do not exceed the GMIB Dollar-for-Dollar Withdrawal
Rate multiplied by the Annual Increase Amount at the beginning of the 
    Contract Year, those withdrawals will reduce the Annual Increase Amount on
  a dollar-for-dollar basis instead of a proportionate basis. That is, the
  withdrawals will reduce the Annual Increase Amount by an amount equal to
the dollar amount of the withdrawals, instead of reducing the Annual  
 Increase Amount in the same proportion that the withdrawals reduced the
Account Value. (Reducing the Annual Increase Amount on a proportional 
   basis may have a significant negative impact on the value of the benefits
available under the GMIB - see "Operation of the GMIB-Withdrawal      
    Adjustments.") For IRAs and other Qualified Contracts, also see "Operation
of the GMIB-Required Minimum Distribution Rate.";                     

o  the Enhanced Payout Rates, which may be available upon exercise of the GMIB, 
---------------------                                             
depending on your age at the time you took your first withdrawal (the 
Minimum Enhanced Payout Withdrawal Age) (see "Operation of the GMIB   
-Enhanced Payout Rates"); and                                         

o  the GMIB Annuity Table Basis is specified in your rider and is used to       
------------------------                                          
   determine the amount of GMIB income payments, depending on your age, your
  sex, and the Annuity Option you select. Please note the annuity rates in
the GMIB Annuity Table are conservative and a withdrawal charge may be
  applicable, so the amount of guaranteed minimum lifetime income that the
   GMIB produces may be less than the amount of annuity income that would be
provided by applying your Account Value on your Annuity Date to       
then-current annuity purchase rates.                                  

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GMIB RATE TABLE                                                                 

                                                        [Enlarge/Download Table]

                  GMIB            GMIB        ENHANCED PAYOUT RATES                       
                                                 MINIMUM                                  
                               DOLLAR-FOR-      ENHANCED                                  
                 ANNUAL          DOLLAR          PAYOUT     ENHANCED                      
     GMIB       INCREASE       WITHDRAWAL      WITHDRAWAL    PAYOUT       GMIB ANNUITY    
     RIDER        RATE            RATE             AGE        RATE         TABLE BASIS    
                                                                                          
                                                                          Annuity 2000    
                                                                      Mortality Table, 10 
                                                                       years of mortality 
                                                                      improvement based on
GMIB Max V/1/  4.0%       4.0%                    60       4.0%                           
                                                                      projection Scale AA,
                                                                      10-year age set back
                                                                     with interest of 0.5%
                                                                           per annum      
                          4.5% if first                                   Annuity 2000    
                           withdrawal prior                           Mortality Table, 10 
                                                  62       4.5%                           
                            to 5th contract                            years of mortality 
                           anniversary/2/ or                          improvement based on
 GMIB Max IV   5.0%                                                                       
                          5.0% if first                               projection Scale AA,
                           withdrawal on or                           10-year age set back
                                                  67       5.0%                           
                          after 5th contract                         with interest of 0.5%
                            anniversary/2/                                 per annum      
                                                                          Annuity 2000    
                                                                      Mortality Table, 10 
                                                                       years of mortality 
                                                                      improvement based on
 GMIB Max III  5.0%       5.0%                    62       5.0%                           
                                                                      projection Scale AA,
                                                                      10-year age set back
                                                                     with interest of 1.0%
                                                                           per annum      
                                                                          Annuity 2000    
                                                                      Mortality Table, 10 
                                                  62       5.0%                           
                                                                       years of mortality 
                                                                      improvement based on
 GMIB Max II   5.5%       5.5%                                                            
                                                                      projection Scale AA,
                                                                      10-year age set back
                                                  67       5.5%                           
                                                                     with interest of 1.0%
                                                                           per annum      
                                                                          Annuity 2000    
                                                                      Mortality Table, 10 
                                                                       years of mortality 
                                                                      improvement based on
 GMIB Plus IV  4.5%       4.5%                    60       4.5%                           
                                                                      projection Scale AA,
                                                                      10-year age set back
                                                                     with interest of 1.0%
                                                                           per annum      
                                                                          Annuity 2000    
                                                  60       5.0%         Mortality Table,  
GMIB Plus III  5.0%       5.0%                                        10-year age set back
                                                                     with interest of 1.5%
                                                                           per annum      
                                                  62       5.5%                           

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--------                                                                        

(1) The GMIB Max V rider is currently available for purchase in all states.     

(2) For GMIB Max IV only, the GMIB Dollar-for-Dollar Withdrawal Rate, and       
--------------------                                                    
therefore the Dollar-for-Dollar Withdrawal Percentage, will be higher if you    
wait to take your first withdrawal on or after the fifth contract anniversary.  
A higher Dollar-for-Dollar Withdrawal Percentage allows you to withdraw a       
larger amount each Contract Year while receiving dollar-for-dollar treatment of 
the withdrawals, which is generally more favorable than a proportional          
adjustment. Under certain circumstances a proportional adjustment could have    
the effect of reducing or eliminating the value of Annuity Payments under GMIB  
Max IV (see "Operation of the GMIB - Withdrawal Adjustments").                  

GMIB VERSION AVAILABILITY BY STATE                                              

                                                        [Enlarge/Download Table]

                    ALL STATES                                                                                    
     RIDER          EXCEPT FL,                                                                                    
    VERSION         NV, NJ, OR            FLORIDA             NEVADA            NEW JERSEY            OREGON      
                                                                                                                  
  GMIB Max V   02/04/13 - current  02/25/13 - current  02/25/13 - current  02/25/13 - current   02/04/13 - current
                   08/20/12 -          08/20/12 -          11/12/12 -          11/19/12 -                         
 GMIB Max IV                                                                                   11/12/12 - 02/03/13
                    02/03/13            02/24/13            02/24/13            02/24/13                          
                   01/03/12 -          01/03/12 -          02/27/12 -          01/03/12 -                         
 GMIB Max III                                                                                  01/03/12 - 11/09/12
                    08/17/12            08/17/12            11/09/12            11/16/12                          
                   10/10/11 -          10/10/11 -                              10/10/11 -                         
 GMIB Max II                                                   N/A                             10/10/11 - 12/30/11
                    12/30/11            12/30/11                                12/30/11                          
                   10/10/11 -          10/10/11 -                              10/10/11 -                         
 GMIB Plus IV                                                  N/A                             10/10/11 - 02/24/12
                    02/24/12            02/24/12                                02/24/12                          
                                                           10/10/11 -                                             
GMIB Plus III          N/A                 N/A                                     N/A                 N/A        
                                                            02/24/12                                              

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GUARANTEED WITHDRAWAL BENEFIT                                                   

If you want to invest your Account Value in the Investment Portfolio(s) during  
the Accumulation Phase, but also want to assure that your entire Purchase       
Payment will be guaranteed to be returned to you, we offer an optional rider    
for an additional charge, called the Guaranteed Withdrawal Benefit (GWB). The   
purpose of the GWB rider is to provide protection against market risk (the risk 
that the Account Value allocated to the Investment Portfolio(s) may decline in  
value or underperform your expectations).                                       

The GWB rider is designed to allow you to invest your Account Value in the      
Investment Portfolios, while guaranteeing that at least the entire amount of    
Purchase Payments you make will be returned to you through a series of          
withdrawals, provided withdrawals in any Contract Year do not exceed the        
maximum amount allowed under the rider. You may begin taking withdrawals under  
the GWB rider immediately or at a later time. This means that, regardless of    
negative investment performance, you can take specified annual withdrawals      
until the entire amount of the Purchase Payments you made during the time       
period specified in your rider has been returned to you.                        

In states where approved, you may purchase the GWB rider if you are age 80 or   
younger on the effective date of your contract. You may not have this benefit   
and another living benefit (GMIB or Guaranteed Lifetime Withdrawal Benefit) or  
an Enhanced Death Benefit rider in effect at the same time. Once elected, the   
GWB rider may not be terminated except as stated below.                         

SUMMARY OF THE GUARANTEED WITHDRAWAL BENEFIT RIDER                              

THE FOLLOWING SECTION PROVIDES A SUMMARY OF HOW THE GUARANTEED WITHDRAWAL       
BENEFIT (GWB) RIDER WORKS. A MORE DETAILED EXPLANATION OF THE OPERATION OF THE  
GWB IS PROVIDED IN THE SECTION BELOW CALLED "OPERATION OF THE GUARANTEED        
WITHDRAWAL BENEFIT."                                                            

The GWB guarantees that the entire amount of Purchase Payments you make will be 
returned to you through a series of withdrawals over time. THE GWB DOES NOT     
GUARANTEE WITHDRAWALS FOR YOUR LIFETIME.                                        

Under the GWB, we calculate a "Total Guaranteed Withdrawal Amount" (TGWA) that  
determines, in part, the maximum amount you may receive as withdrawals each     
year ("Annual Benefit Payment") without reducing your guarantee. The TGWA is    
multiplied by the applicable withdrawal rate to determine your Annual Benefit   
Payment. The rider guarantee may be reduced if your annual withdrawals are      
greater than the Annual Benefit Payment.                                        

IT IS IMPORTANT TO RECOGNIZE THAT THE TGWA IS NOT AVAILABLE TO BE TAKEN AS A    
LUMP SUM AND DOES NOT ESTABLISH OR GUARANTEE YOUR ACCOUNT VALUE OR A MINIMUM    
RETURN FOR ANY INVESTMENT PORTFOLIO. However, if you cancel the Guaranteed      
Withdrawal Benefit rider after a waiting period of at least 15 years, the       
Guaranteed Principal Adjustment will increase your Account Value to the         
Purchase Payments credited within the first 120 days of the date that we issue  
the contract, reduced proportionately for any withdrawals. (See "Operation of   
the Guaranteed Withdrawal Benefit - Cancellation and Guaranteed Principal       
Adjustment" below.)                                                             

While the GWB rider is in effect, you may only make subsequent Purchase         
Payments during the GWB Purchase Payment Period. (See "Restrictions on          
Subsequent Purchase Payments" below.)                                           

(See Appendix E for examples illustrating the operation of the GWB.)            

OPERATION OF THE GUARANTEED WITHDRAWAL BENEFIT                                  

The following section describes how the Guaranteed Withdrawal Benefit (GWB)     
operates. When reading the following descriptions of the operation of the GWB   
(for example, the "Total Guaranteed Withdrawal Amount," "Annual Benefit         
Payment," and "Payment Enhancement Feature" sections), refer to the GWB Rate    
Table at the end of this section of the prospectus for the specific rates and   
other terms applicable to your GWB rider.                                       

TOTAL GUARANTEED WITHDRAWAL AMOUNT. While the Guaranteed Withdrawal Benefit     
rider is in effect, we guarantee that you will receive a minimum amount over    
time. We refer to this minimum amount as the TOTAL GUARANTEED WITHDRAWAL        
AMOUNT. The initial Total Guaranteed Withdrawal Amount is equal to your initial 
Purchase Payment. We increase the Total Guaranteed Withdrawal Amount (up to a   
maximum of $5,000,000) by each additional Purchase Payment received during the  
GWB Purchase Payment Period (see "Restriction on Subsequent Purchase Payments"  
below). If you take a withdrawal that does not exceed the Annual Benefit        
Payment (see "Annual Benefit Payment" below), then we will not reduce the Total 
Guaranteed Withdrawal Amount.                                                   

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We refer to this type of withdrawal as a Non-Excess Withdrawal. If, however,    
you take a withdrawal that results in cumulative withdrawals for the current    
Contract Year that exceed the Annual Benefit Payment, then we will reduce the   
Total Guaranteed Withdrawal Amount in the same proportion that the entire       
withdrawal (including any applicable withdrawal charges) reduced the Account    
Value. We refer to this type of withdrawal as an Excess Withdrawal. DEPENDING   
ON THE RELATIVE AMOUNTS OF THE TOTAL GUARANTEED WITHDRAWAL AMOUNT AND THE       
ACCOUNT VALUE, SUCH A PROPORTIONAL REDUCTION MAY RESULT IN A SIGNIFICANT        
REDUCTION IN THE TOTAL GUARANTEED WITHDRAWAL AMOUNT (PARTICULARLY WHEN THE      
ACCOUNT VALUE IS LOWER THAN THE TOTAL GUARANTEED WITHDRAWAL AMOUNT), AND COULD  
HAVE THE EFFECT OF REDUCING OR ELIMINATING THE TOTAL AMOUNT YOU ARE GUARANTEED  
TO RECEIVE OVER TIME UNDER THE GWB RIDER (SEE "MANAGING YOUR WITHDRAWALS"       
BELOW). Limiting your cumulative withdrawals during a Contract Year to not more 
than the Annual Benefit Payment will result in dollar-for-dollar treatment of   
the withdrawals.                                                                

REMAINING GUARANTEED WITHDRAWAL AMOUNT. The REMAINING GUARANTEED WITHDRAWAL     
AMOUNT is the remaining amount you are guaranteed to receive over time. The     
initial Remaining Guaranteed Withdrawal Amount is equal to the initial Total    
Guaranteed Withdrawal Amount. We increase the Remaining Guaranteed Withdrawal   
Amount (up to a maximum of $5,000,000) by additional Purchase Payments received 
during the GWB Purchase Payment Period (see "Restrictions on Subsequent         
Purchase Payments" below), and we decrease the Remaining Guaranteed Withdrawal  
Amount by withdrawals. If you take a Non-Excess Withdrawal, we will decrease    
the Remaining Guaranteed Withdrawal Amount, dollar-for-dollar, by the amount of 
the Non-Excess Withdrawal (including any applicable withdrawal charges). If,    
however, you take an Excess Withdrawal, then we will reduce the Remaining       
Guaranteed Withdrawal Amount in the same proportion that the withdrawal         
(including any applicable withdrawal charges) reduces the Account Value.        
DEPENDING ON THE RELATIVE AMOUNTS OF THE REMAINING GUARANTEED WITHDRAWAL AMOUNT 
AND THE ACCOUNT VALUE, SUCH A PROPORTIONAL REDUCTION MAY RESULT IN A            
SIGNIFICANT REDUCTION IN THE REMAINING GUARANTEED WITHDRAWAL AMOUNT             
(PARTICULARLY WHEN THE ACCOUNT VALUE IS LOWER THAN THE REMAINING GUARANTEED     
WITHDRAWAL AMOUNT), AND COULD HAVE THE EFFECT OF REDUCING OR ELIMINATING THE    
REMAINING AMOUNT YOU ARE GUARANTEED TO RECEIVE OVER TIME UNDER THE GWB RIDER    
(SEE "MANAGING YOUR WITHDRAWALS" BELOW). Limiting your cumulative withdrawals   
during a Contract Year to not more than the Annual Benefit Payment will result  
in dollar-for-dollar treatment of the withdrawals. The Remaining Guaranteed     
Withdrawal Amount is also used to calculate an alternate death benefit          
available under the GWB rider (see "Additional Information" below).             

ANNUAL BENEFIT PAYMENT. The initial ANNUAL BENEFIT PAYMENT is equal to the      
initial Total Guaranteed Withdrawal Amount multiplied by the GWB WITHDRAWAL     
RATE. If the Total Guaranteed Withdrawal Amount is later recalculated (for      
example, because of the Automatic Annual Step-Up or Excess Withdrawals), the    
Annual Benefit Payment is reset equal to the new Total Guaranteed Withdrawal    
Amount multiplied by the GWB Withdrawal Rate. (See "Payment Enhancement         
Feature" below for a feature which may allow you to increase your Annual        
Benefit Payment during a Contract Year if you are confined to a nursing home.)  

You may choose to receive your Annual Benefit Payment through the optional      
Systematic Withdrawal Program (see "Access To Your Money - Systematic           
Withdrawal Program"). While the GWB rider is in effect, your withdrawals        
through the Systematic Withdrawal Program may not exceed your Annual Benefit    
Payment. There is no charge for the Systematic Withdrawal Program and you may   
terminate your participation at any time.                                       

IT IS IMPORTANT TO NOTE:                                                        

o  We will continue to pay the Annual Benefit Payment each year until the       
  Remaining Guaranteed Withdrawal Amount is depleted, even if your Account
  Value declines to zero. This means if your Account Value is depleted due
   to a Non-Excess Withdrawal or the deduction of the rider charge, and your
  Remaining Guaranteed Withdrawal Amount is greater than zero, we will pay
    you the remaining Annual Benefit Payment, if any, not yet withdrawn during
 the Contract Year that the Account Value was depleted, and beginning in
 the following Contract Year, we will continue paying the Annual Benefit
    Payment to you each year until your Remaining Guaranteed Withdrawal Amount
is depleted. This guarantees that you will receive your               

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Purchase Payments even if your Account Value declines to zero due to  
market performance, so long as you do not take Excess Withdrawals.    

o  IF YOU HAVE ELECTED THE GWB, YOU SHOULD CAREFULLY CONSIDER WHEN TO BEGIN     
TAKING WITHDRAWALS. IF YOU BEGIN TAKING WITHDRAWALS TOO SOON, YOU MAY 
   LIMIT THE VALUE OF THE GWB, BECAUSE THE GWB WITHDRAWAL RATE IS DETERMINED
   BY WHEN YOU TAKE YOUR FIRST WITHDRAWAL (SEE THE GWB RATE TABLE). AS SHOWN
  IN THE GWB RATE TABLE, WAITING TO TAKE YOUR FIRST WITHDRAWAL WILL RESULT
IN A HIGHER GWB WITHDRAWAL RATE. The GWB Withdrawal Rate is used to   
  determine the amount of your Annual Benefit Payment, as described above.
   Once your GWB Withdrawal Rate has been determined, it will never increase
or decrease.                                                          

MANAGING YOUR WITHDRAWALS. It is important that you carefully manage your       
annual withdrawals. To retain the full guarantees of this rider, your annual    
withdrawals (including any withdrawal charge) cannot exceed the Annual Benefit  
Payment each Contract Year. In other words, you should not take Excess          
Withdrawals. IF YOU DO TAKE AN EXCESS WITHDRAWAL, WE WILL RECALCULATE THE TOTAL 
GUARANTEED WITHDRAWAL AMOUNT AND REDUCE THE ANNUAL BENEFIT PAYMENT TO THE NEW   
TOTAL GUARANTEED WITHDRAWAL AMOUNT MULTIPLIED BY THE GWB WITHDRAWAL RATE.       

IN ADDITION, AS NOTED ABOVE, IF YOU TAKE AN EXCESS WITHDRAWAL, WE WILL REDUCE   
THE REMAINING GUARANTEED WITHDRAWAL AMOUNT IN THE SAME PROPORTION THAT THE      
WITHDRAWAL REDUCES THE ACCOUNT VALUE. THESE REDUCTIONS IN THE TOTAL GUARANTEED  
WITHDRAWAL AMOUNT, ANNUAL BENEFIT PAYMENT, AND REMAINING GUARANTEED WITHDRAWAL  
AMOUNT MAY BE SIGNIFICANT. You are still eligible to receive the remainder of   
the Remaining Guaranteed Withdrawal Amount so long as the withdrawal that       
exceeded the Annual Benefit Payment did not cause your Account Value to decline 
to zero. AN EXCESS WITHDRAWAL THAT REDUCES THE ACCOUNT VALUE TO ZERO WILL       
TERMINATE THE CONTRACT.                                                         

You can always take Non-Excess Withdrawals. However, if you choose to receive   
only a part of your Annual Benefit Payment in any given Contract Year, your     
Annual Benefit Payment is not cumulative and your Remaining Guaranteed          
Withdrawal Amount and Annual Benefit Payment will not increase. For example, if 
your Annual Benefit Payment is 4% of your Total Guaranteed Withdrawal Amount,   
you cannot withdraw 2% of the Total Guaranteed Withdrawal Amount in one year    
and then withdraw 6% of the Total Guaranteed Withdrawal Amount the next year    
without making an Excess Withdrawal in the second year.                         

Income taxes and penalties may apply to your withdrawals, and withdrawal        
charges may apply to withdrawals during the first Contract Year unless you take 
the necessary steps to elect to take such withdrawals under a Systematic        
Withdrawal Program. Withdrawal charges will also apply to withdrawals of        
Purchase Payments that exceed the free withdrawal amount. (See                  
"Expenses-Withdrawal Charge.")                                                  

REQUIRED MINIMUM DISTRIBUTIONS. For IRAs and other contracts subject to Section 
401(a)(9) of the Internal Revenue Code, you may be required to take withdrawals 
to fulfill minimum distribution requirements generally beginning at age 70 1/2. 
If your contract is an IRA or other contract subject to Section 401(a)(9) of    
the Internal Revenue Code, and the required distributions are larger than the   
Total Guaranteed Withdrawal Amount multiplied by the GWB Withdrawal Rate, we    
will increase your Annual Benefit Payment to the required minimum distribution  
amount for the previous calendar year or for this calendar year (whichever is   
greater).                                                                       

If:                                                                             

(1)    you are enrolled in the Automated Required Minimum Distribution Program, 
or in both the Automated Required Minimum Distribution Program and the
Systematic Withdrawal Program;                                        

(2)    you do not take additional withdrawals outside of these two programs;    
and                                                                   

(3)    your remaining Annual Benefit Payment for the Contract Year is equal to  
zero;                                                                 

we will increase your Annual Benefit Payment by the amount of the withdrawals   
that remain to be taken in that Contract Year under the program or programs in  
which you are enrolled. This will prevent the withdrawal from exceeding the     
Annual Benefit Payment.                                                         

See "Use of Automated Required Minimum Distribution Program and Systematic      
Withdrawal Program With GWB" below for more information on the Automated        
Required                                                                        

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Minimum Distribution Program and the Systematic Withdrawal Program.             

AUTOMATIC ANNUAL STEP-UP. On each contract anniversary prior to the Owner's     
86th birthday, an Automatic Annual Step-Up will occur, provided that the        
Account Value exceeds the Total Guaranteed Withdrawal Amount immediately before 
the step-up (and provided that you have not chosen to decline the step-up as    
described below).                                                               

The Automatic Annual Step-Up:                                                   

o  resets the Total Guaranteed Withdrawal Amount and the Remaining Guaranteed   
    Withdrawal Amount to the Account Value on the date of the step-up, up to a
maximum of $5,000,000, regardless of whether or not you have taken any
withdrawals;                                                          

o  resets the Annual Benefit Payment equal to the GWB Withdrawal Rate           
 multiplied by the Total Guaranteed Withdrawal Amount after the step-up;
and                                                                   

o  may reset the GWB rider charge to a rate that does not exceed the lower of:  
    (a) the GWB Maximum Fee Rate (1.80%) or (b) the current rate that we would
    charge for the same rider available for new contract purchases at the time
of the Automatic Annual Step-Up.                                      

In the event that the charge applicable to contract purchases at the time of    
the step-up is higher than your current GWB rider charge, we will notify you in 
writing a minimum of 30 days in advance of the applicable contract anniversary  
and inform you that you may choose to decline the Automatic Annual Step-Up. If  
you choose to decline the Automatic Annual Step-Up, you must notify us in       
accordance with our Administrative Procedures (currently we require you to      
submit your request in writing to our Annuity Service Center no less than seven 
calendar days prior to the applicable contract anniversary). Once you notify us 
of your decision to decline the Automatic Annual Step-Up, you will no longer be 
eligible for future Automatic Annual Step-Ups until you notify us in writing to 
our Annuity Service Center that you wish to reinstate the step-ups. This        
reinstatement will take effect at the next contract anniversary after we        
receive your request for reinstatement. Please note that the Automatic Annual   
Step-Up may be of limited benefit if you intend to make Purchase Payments that  
would cause your Account Value to approach $5,000,000, because the Total        
Guaranteed Withdrawal Amount and Remaining Guaranteed Withdrawal Amount cannot  
exceed $5,000,000.                                                              

PAYMENT ENHANCEMENT FEATURE. The Payment Enhancement Feature may allow you to   
increase your Annual Benefit Payment for a Contract Year if you are confined to 
a nursing home. Beginning in the fourth Contract Year, you may request that     
your GWB Withdrawal Rate be multiplied by the Payment Enhancement Rate once     
each Contract Year, if:                                                         

(1)    you are confined to a nursing home for at least 90 consecutive days;     

(2)    your request is received by the contract anniversary immediately prior   
to the oldest Owner's 81st birthday (however, if we received a request
from you by this contract anniversary and we approved it, you are     
                        ------------------
   permitted to submit additional requests after this contract anniversary);

(3)    you have not taken withdrawals in that Contract Year in excess of the    
Annual Benefit Payment at the time the request is approved;           

(4)    the request and proof satisfactory to us of confinement are received by  
us at our Annuity Service Office while you are confined;              

(5)    your Account Value is greater than zero at the time the request is       
approved; and                                                         

(6)    the GWB rider has not been terminated.                                   

In the case of Joint Owners, the Payment Enhancement Feature applies to either  
Joint Owner. If the Owner is not a natural person, the Payment Enhancement      
Feature applies to the Annuitant.                                               

If you meet the requirements, your Annual Benefit Payment for that Contract     
Year is recalculated to the greater of:                                         

(a)    the GWB Withdrawal Rate multiplied by the Payment Enhancement Rate, and  
then multiplied by the Total Guaranteed Withdrawal Amount; or;        

(b)    your Annual Benefit Payment before the acceptance of your request.       

Your remaining Annual Benefit Payment in that year is the new Annual Benefit    
Payment less any withdrawals already taken in that Contract Year.               

The Payment Enhancement Feature may allow you to receive a larger Annual        
Benefit Payment for a Contract Year without taking an Excess Withdrawal (see    
"Managing Your Withdrawals" above). The Payment Enhancement Feature does not    
                                                                     ---
increase the Total Guaranteed Withdrawal                                        

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Amount (the minimum total amount you are guaranteed to receive over time under  
the GWB rider) or the Remaining Guaranteed Withdrawal Amount (the remaining     
amount you are guaranteed to receive over time under the GWB rider).            

At the end of the Contract Year, your GWB Withdrawal Rate will be reset to what 
it was prior to the acceptance of your request. In subsequent Contract Years,   
you may request that your GWB Withdrawal Rate be increased by the Payment       
Enhancement Rate if you meet the conditions above.                              

The Payment Enhancement Feature is only available if the oldest Owner is age 75 
or younger at the contract issue date. The Payment Enhancement Feature is not   
available in Connecticut, Illinois, or South Dakota. As of the date of this     
prospectus, the Payment Enhancement Feature is available in all other states in 
which the GWB rider is available for purchase.                                  

CANCELLATION AND GUARANTEED PRINCIPAL ADJUSTMENT. You may elect to cancel the   
GWB rider on the contract anniversary every five Contract Years for the first   
15 Contract Years and annually thereafter. We must receive your cancellation    
request within 30 days following the applicable contract anniversary in         
accordance with our Administrative Procedures (currently we require you to      
submit your request in writing to our Annuity Service Center). The cancellation 
will take effect upon our receipt of your request. If cancelled, the GWB rider  
will terminate, we will no longer deduct the GWB rider charge, and the          
investment allocation restrictions and subsequent Purchase Payment restrictions 
described in "Purchase - Investment Allocation Restrictions Certain Riders -    
Investment Allocation and Other Purchase Payment Restrictions for the GMIB Max, 
EDB Max, and GWB v1 Riders" will no longer apply. The variable annuity          
contract, however, will continue.                                               

If you cancel the GWB rider on the 15th contract anniversary or any contract    
anniversary thereafter, we will add a Guaranteed Principal Adjustment to your   
Account Value. The Guaranteed Principal Adjustment is intended to restore your  
initial investment in the contract in the case of poor investment performance.  
The Guaranteed Principal Adjustment is equal to (a) - (b) where:                

(a)    is Purchase Payments credited within 120 days of the date that we issued 
the contract, reduced proportionately by the percentage reduction in  
    Account Value attributable to any partial withdrawals taken (including any
applicable withdrawal charges) and                                    

(b)    is the Account Value on the date of cancellation.                        

The Guaranteed Principal Adjustment will be added to each applicable Investment 
Portfolio in the ratio the portion of the Account Value in such Investment      
Portfolio bears to the total Account Value in all Investment Portfolios. The    
Guaranteed Principal Adjustment will never be less than zero.                   

IT IS IMPORTANT TO NOTE THAT ONLY PURCHASE PAYMENTS MADE DURING THE FIRST 120   
DAYS THAT YOU HOLD THE CONTRACT ARE TAKEN INTO CONSIDERATION IN DETERMINING THE 
GUARANTEED PRINCIPAL ADJUSTMENT. CONTRACT OWNERS WHO ANTICIPATE MAKING PURCHASE 
PAYMENTS AFTER 120 DAYS (IF PERMITTED UNDER THE GWB RIDER; SEE "RESTRICTIONS ON 
SUBSEQUENT PURCHASE PAYMENTS" BELOW) SHOULD UNDERSTAND THAT SUCH PAYMENTS WILL  
NOT INCREASE THE GUARANTEED PRINCIPAL ADJUSTMENT. HOWEVER, BECAUSE PURCHASE     
PAYMENTS MADE AFTER 120 DAYS WILL INCREASE YOUR ACCOUNT VALUE, SUCH PURCHASE    
PAYMENTS MAY HAVE A SIGNIFICANT IMPACT ON WHETHER OR NOT A GUARANTEED PRINCIPAL 
ADJUSTMENT IS DUE. THEREFORE, THE GWB MAY NOT BE APPROPRIATE FOR YOU IF YOU     
INTEND TO MAKE ADDITIONAL PURCHASE PAYMENTS AFTER THE 120-DAY PERIOD AND ARE    
PURCHASING THE GWB FOR ITS GUARANTEED PRINCIPAL ADJUSTMENT FEATURE.             

INVESTMENT ALLOCATION RESTRICTIONS. For a detailed description of the GWB       
investment allocation restrictions, see "Purchase - Investment Allocation       
Restrictions for Certain Riders - Investment Allocation and Other Purchase      
Payment Restrictions for the GMIB Max, EDB Max, and GWB v1 Riders."             

RESTRICTIONS ON SUBSEQUENT PURCHASE PAYMENTS. While the GWB rider is in effect, 
you are limited to making Purchase Payments within the GWB Purchase Payment     
Period (see the GWB Rate Table). If the GWB rider is cancelled (see             
"Cancellation and Guaranteed Principal Adjustment" above) or terminated (see    
"Termination of the GWB Rider" below), this restriction on subsequent Purchase  
Payments no longer applies.                                                     

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WITHDRAWAL CHARGE. We will apply a withdrawal charge to withdrawals from        
Purchase Payments as described in "Expenses - Withdrawal Charge" (also see      
"Expenses - Withdrawal Charge - Free Withdrawal Amount" and "Access to Your     
Money - Systematic Withdrawal Program").                                        

TAXES. Withdrawals of taxable amounts will be subject to ordinary income tax    
and, if made prior to age 59 1/2, a 10% federal tax penalty may apply.          

TAX TREATMENT. THE TAX TREATMENT OF WITHDRAWALS UNDER THE GWB RIDER IS          
UNCERTAIN. IT IS CONCEIVABLE THAT THE AMOUNT OF POTENTIAL GAIN COULD BE         
DETERMINED BASED ON THE REMAINING GUARANTEED WITHDRAWAL AMOUNT UNDER THE GWB    
RIDER AT THE TIME OF THE WITHDRAWAL, IF THE REMAINING GUARANTEED WITHDRAWAL     
AMOUNT IS GREATER THAN THE ACCOUNT VALUE (PRIOR TO WITHDRAWAL CHARGES, IF       
APPLICABLE). THIS COULD RESULT IN A GREATER AMOUNT OF TAXABLE INCOME REPORTED   
UNDER A WITHDRAWAL AND CONCEIVABLY A LIMITED ABILITY TO RECOVER ANY REMAINING   
BASIS IF THERE IS A LOSS ON SURRENDER OF THE CONTRACT. CONSULT YOUR TAX ADVISER 
PRIOR TO PURCHASE.                                                              

GWB AND DECEDENT CONTRACTS. If you are purchasing this contract with a          
nontaxable transfer of the death benefit proceeds of any annuity contract or    
IRA (or any other tax-qualified arrangement) of which you were the Beneficiary  
and you are "stretching" the distributions under the IRS required distribution  
rules, you may purchase the GWB rider.                                          

If you are purchasing this contract with a nontaxable transfer of the death     
benefit proceeds of any Non-Qualified annuity contract of which you were the    
Beneficiary and you are "stretching" the distributions under the IRS required   
distribution rules, you may not purchase the GWB rider.                         

TERMINATION OF THE GWB RIDER. The GWB rider will terminate upon the earliest    
of:                                                                             

(1)    the date of a full withdrawal of the Account Value (you are still        
  eligible to receive the Remaining Guaranteed Withdrawal Amount, provided
the withdrawal did not exceed the Annual Benefit Payment and the      
   provisions and conditions of the rider have been met) (a pro rata portion
of the rider charge will be assessed);                                

(2)    the date all of the Account Value is applied to an Annuity Option (a pro 
rata portion of the rider charge will be assessed);                   

(3)    the date there are insufficient funds to deduct the GWB rider charge     
  from the Account Value and your contract is thereby terminated (whatever
    Account Value is available will be applied to pay the rider charge and you
   are still eligible to receive the Remaining Guaranteed Withdrawal Amount,
provided the provisions and conditions of the rider have been met;    
however, you will have no other benefits under the contract);         

(4)    the death of the Owner or Joint Owner (or the Annuitant if the Owner is  
    a non-natural person), except where the primary Beneficiary is the spouse,
the spouse is age 80 or younger, and the spouse elects to continue the
contract under the spousal continuation provisions of the contract;   

(5)    a change of the Owner or Joint Owner for any reason, subject to our      
   administrative procedures (a pro rata portion of the rider charge will be
assessed);                                                            

(6)    the effective date of the cancellation of the rider;                     

(7)    the termination of the contract to which the rider is attached, other    
than due to death (a pro rata portion of the rider charge will be     
assessed); or                                                         

(8)    the date you assign your contract (a pro rata portion of the rider       
charge will be assessed).                                             

Under our current administrative procedures, we will waive the termination of   
the GWB rider if you assign a portion of the contract under the following       
limited circumstances: if the assignment is solely for your benefit on account  
of your direct transfer of Account Value under Section 1035 of the Internal     
Revenue Code to fund premiums for a long term care insurance policy or Purchase 
Payments for an annuity contract issued by an insurance company which is not    
our affiliate and which is licensed to conduct business in any state. All such  
direct transfers are subject to any applicable withdrawal charges.              

Once the rider is terminated, the GWB rider charge will no longer be deducted,  
the GWB investment allocation restrictions will no longer apply, and the GWB    
restrictions on subsequent Purchase Payments will no longer apply.              

ADDITIONAL INFORMATION. The GWB rider may affect the death benefit available    
under your contract. If the Owner or Joint Owner should die while the GWB rider 
is in effect,                                                                   

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the Beneficiary may elect to receive the Remaining Guaranteed Withdrawal Amount 
as a death benefit, in which case we will pay the Remaining Guaranteed          
Withdrawal Amount on a monthly basis (or any mutually agreed upon frequency,    
but no less frequently than annually) until the Remaining Guaranteed Withdrawal 
Amount is exhausted. The Beneficiary's withdrawal rights then come to an end.   
Currently, there is no minimum dollar amount for the payments; however, we      
reserve the right to accelerate any payment, in a lump sum, that is less than   
$500 (see below). This death benefit will be paid instead of the applicable     
contractual death benefit. Otherwise, the provisions of that contractual death  
benefit will determine the amount of the death benefit. Except as may be        
required by the Internal Revenue Code, an annual payment will not exceed the    
Annual Benefit Payment. If your Beneficiary dies while such payments are made,  
we will continue making the payments to the Beneficiary's estate unless we have 
agreed to another payee in writing. If the contract is a Non-Qualified          
Contract, any death benefit must be paid out over a time period and in a manner 
that satisfies Section 72(s) of the Internal Revenue Code. If the Owner (or the 
Annuitant, if the Owner is not a natural person) dies prior to the "annuity     
starting date" (as defined under the Internal Revenue Code and regulations      
thereunder), the period over which the Remaining Guaranteed Withdrawal Amount   
is paid as a death benefit cannot exceed the remaining life expectancy of the   
payee under the appropriate IRS tables. For purposes of the preceding sentence, 
if the payee is a non-natural person, the Remaining Guaranteed Withdrawal       
Amount must be paid out within 5 years from the date of death. Payments under   
this death benefit must begin within 12 months following the date of death.     

We reserve the right to accelerate any payment, in a lump sum, that is less     
than $500 or to comply with requirements under the Internal Revenue Code        
(including minimum distribution requirements for IRAs and other contracts       
subject to Section 401(a)(9) of the Internal Revenue Code and Non-Qualified     
Contracts subject to Section 72(s)). If you terminate the GWB rider because (1) 
you make a total withdrawal of your Account Value; (2) your Account Value is    
insufficient to pay the GWB rider charge; or (3) the contract Owner dies,       
except where the Beneficiary or Joint Owner is the spouse of the Owner and the  
spouse elects to continue the contract, you may not make additional Purchase    
Payments under the contract.                                                    

GUARANTEED WITHDRAWAL BENEFIT AND ANNUITIZATION. Since the Annuity Date at the  
time you purchase the contract is the later of age 90 of the Annuitant or 10    
years from contract issue, you must make an election if you would like to       
extend your Annuity Date to the latest date permitted (subject to restrictions  
that may apply in your state, restrictions imposed by your selling firm, and    
our current established administrative procedures). If you elect to extend your 
Annuity Date to the latest date permitted, and that date is reached, your       
contract must be annuitized (see "Annuity Payments (The Income Phase)"), or you 
must make a complete withdrawal of your Account Value.                          

If you annuitize at the latest date permitted, you must elect one of the        
following options:                                                              

1)    Annuitize the Account Value under the contract's annuity provisions.      

2)    Elect to receive the Annual Benefit Payment under the GWB rider paid each 
  year until the RGWA is depleted. These payments will be equal in amount,
   except for the last payment that will be in an amount necessary to reduce
the RGWA to zero.                                                     

If you do not select an Annuity Option or elect to receive payments under the   
GWB rider, we will annuitize your contract under the Life Annuity with 10 Years 
of Annuity Payments Guaranteed Annuity Option. However, if we do, we will       
adjust your Annuity Payment or the Annuity Option, if necessary, so your        
aggregate Annuity Payments will not be less than what you would have received   
under the GWB rider.                                                            

USE OF AUTOMATED REQUIRED MINIMUM DISTRIBUTION PROGRAM AND SYSTEMATIC           
WITHDRAWAL PROGRAM WITH GWB                                                     

For IRAs and other contracts subject to Section 401(a)(9) of the Internal       
Revenue Code, you may be required to take withdrawals to fulfill minimum        
distribution requirements generally beginning at age 70 1/2.                    

Used with the GWB rider, our Automated Required Minimum Distribution Program    
can help you fulfill minimum distribution requirements with respect to your     
contract without reducing the Total Guaranteed Withdrawal Amount (TGWA) and     
Remaining Guaranteed Withdrawal Amount (RGWA) on a proportionate basis.         
(Reducing the TGWA and RGWA on a proportionate basis                            

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could have the effect of reducing or eliminating the guarantees of the GWB      
rider.) The Automated Required Minimum Distribution Program calculates minimum  
distribution requirements with respect to your contract and makes payments to   
you on a monthly, quarterly, semi-annual, or annual basis.                      

Alternatively, you may choose to enroll in both the Automated Required Minimum  
Distribution Program and the Systematic Withdrawal Program (see "Access to Your 
Money - Systematic Withdrawal Program"). In order to avoid taking withdrawals   
that could reduce the TGWA and RGWA on a proportionate basis, withdrawals under 
the Systematic Withdrawal Program should not exceed the GWB Withdrawal Rate     
each Contract Year. Any amounts above the GWB Withdrawal Rate that need to be   
withdrawn to fulfill minimum distribution requirements can be paid out at the   
end of the calendar year by the Automated Required Minimum Distribution         
Program. For example, if you elect the GWB, enroll in the Systematic Withdrawal 
Program, and elect to receive monthly payments equal to the GWB Withdrawal Rate 
multiplied by the TGWA, you should also enroll in the Automated Required        
Minimum Distribution Program and elect to receive your Automated Required       
Minimum Distribution Program payment on an annual basis, after the Systematic   
Withdrawal Program monthly payment in December.                                 

If you enroll in either the Automated Required Minimum Distribution Program or  
both the Automated Required Minimum Distribution Program and the Systematic     
Withdrawal Program, you should not make additional withdrawals outside the      
programs. Additional withdrawals may result in the TGWA, RGWA, and Annual       
Benefit Payment being reduced.                                                  

To enroll in the Automated Required Minimum Distribution Program and/or the     
Systematic Withdrawal Program, please contact our Annuity Service Center.       

GWB RATE TABLE                                                                  

The GWB Rate Table lists the following for the GWB:                             

o  the GWB Withdrawal Rate: if you take withdrawals that do not exceed the GWB  
-------------------                                               
Withdrawal Rate multiplied by the Total Guaranteed Withdrawal Amount, 
  those withdrawals will not reduce the Total Guaranteed Withdrawal Amount
and Annual Benefit Payment. (Taking withdrawals that do exceed the GWB
   Withdrawal Rate multiplied by the Total Guaranteed Withdrawal Amount will
   reduce the Total Guaranteed Withdrawal Amount and Annual Benefit Payment,
 and may have a significant negative impact on the value of the benefits
available under the GWB - see "Operation of the Guaranteed Withdrawal 
Benefit-Managing Your Withdrawals.") For IRAs and other Qualified     
Contracts, also see "Operation of the Guaranteed Withdrawal           
Benefit-Required Minimum Distributions.";                             

o  the GWB Purchase Payment Period, which is the period of time following the   
---------------------------                                       
    contract issue date during which you may make subsequent Purchase Payments
(see "Operation of the Guaranteed Withdrawal Benefit - Restrictions on
Subsequent Purchase Payments"); and                                   

o  the Payment Enhancement Rate, which is the percentage by which the GWB       
------------------------                                          
    Withdrawal Rate will be increased if you request and meet the requirements
   of the Payment Enhancement Feature under the GWB rider (see "Operation of
the Guaranteed Withdrawal Benefit-Payment Enhancement Feature").      

DIFFERENT VERSIONS OF THE GWB. From time to time, we may introduce new versions 
of the GWB. If we introduce a new version of the rider, we generally will do so 
by updating the GWB Rate Table to show the new version, together with any prior 
versions, the dates each rider version was offered, and the specific rates and  
other terms applicable to each version. Changes to the GWB Rate Table after the 
date of this prospectus, reflecting a new version of the rider, will be made in 
a supplement to the prospectus.                                                 

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GWB RATE TABLE                                                                  

                                                                [Download Table]

                                                             GWB                
              DATE       DATE                GWB           PURCHASE    PAYMENT  
  GWB        FIRST       LAST            WITHDRAWAL        PAYMENT   ENHANCEMENT
 RIDER     AVAILABLE  AVAILABLE             RATE            PERIOD     RATE/2/  
                                                                                
                                      if first                                  
                                     withdrawal                                 
                                  taken before 5th  5.0%                        
                                      contract                                  
                                    anniversary                                 
                                      if first                                  
                                     withdrawal                                 
                                                          120 days              
                                 taken on or after                              
                                                            from                
                                    5th contract                                
GWB v1/1/  04/29/13       -                         6.0%  contract      150%    
                                  anniversary but                               
                                                            issue               
                                    before 10th                                 
                                                            date                
                                      contract                                  
                                    anniversary                                 
                                      if first                                  
                                     withdrawal                                 
                                 taken on or after  7.0%                        
                                   10th contract                                
                                    anniversary                                 

--------                                                                        

(1) The GWB v1 rider is currently available for purchase in all states except   
California, Oregon, and Vermont.                                                

(2) The Payment Enhancement Feature is not available in Connecticut, Illinois,  
or South Dakota.                                                                

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GUARANTEED LIFETIME WITHDRAWAL BENEFIT                                          

If you want to invest your Account Value in the Investment Portfolio(s) during  
the Accumulation Phase, but also want to guarantee that you will receive        
lifetime income regardless of investment performance (subject to the conditions 
described in "Operation of the GLWB" below), we offer a rider for an additional 
charge, called the Guaranteed Lifetime Withdrawal Benefit (GLWB). Currently we  
offer two variations of the GLWB rider: FlexChoice Level and FlexChoice         
Expedite (see "GLWB Variations" below.)                                         

The GLWB rider is designed to allow you to invest your Account Value in the     
Investment Portfolios, while guaranteeing that you will receive lifetime income 
regardless of investment performance, subject to the conditions described in    
"Operation of the GLWB." You may begin taking withdrawals under the GLWB rider  
immediately or at a later time (see "Managing Your Withdrawals" below.)         

In states where approved, you may purchase the GLWB rider if you are at least   
age 50 and not older than age 85 on the effective date of your contract. You    
may not select this rider together with the GWB v1 rider, a GMIB rider, an EDB  
rider, the optional Annual Step-Up Death Benefit, or the Earnings Preservation  
Benefit. Once selected, the GLWB rider may not be terminated except as stated   
below.                                                                          

SUMMARY OF THE GLWB                                                             

THE FOLLOWING SECTION PROVIDES A SUMMARY OF HOW THE GLWB RIDER WORKS. A MORE    
DETAILED EXPLANATION OF THE OPERATION OF THE GLWB RIDER IS PROVIDED IN THE      
SECTION BELOW CALLED "OPERATION OF THE GLWB."                                   

The GLWB rider guarantees that you will receive lifetime income regardless of   
investment performance, subject to the conditions described in "Operation of    
the GLWB" below. THE GLWB RIDER DOES NOT GUARANTEE LIFETIME INCOME IF YOUR      
ACCOUNT VALUE IS REDUCED TO ZERO DUE TO A WITHDRAWAL PRIOR TO THE LIFETIME      
WITHDRAWAL AGE OR A WITHDRAWAL THAT IS AN EXCESS WITHDRAWAL (SEE "MANAGING YOUR 
WITHDRAWALS" BELOW).                                                            

Under the GLWB rider, we calculate a Benefit Base (the "Benefit Base") that     
determines the maximum amount you may receive as withdrawals each Contract Year 
after the Lifetime Withdrawal Age (the "Annual Benefit Payment") without        
reducing your Benefit Base, and determines the amount of any lifetime payments  
if the Account Value is reduced to zero. The Benefit Base is multiplied by the  
applicable GLWB Withdrawal Rate while the Account Value is greater than zero to 
determine your Annual Benefit Payment. The Benefit Base is multiplied by the    
applicable GLWB Lifetime Guarantee Rate to determine your Annual Benefit        
Payment if your Account Value is reduced to zero and lifetime payments are to   
begin. The Benefit Base will be reduced for any withdrawal prior to the         
Lifetime Withdrawal Age or any Excess Withdrawal (and any subsequent            
withdrawals in the Contract Year that an Excess Withdrawal occurs). In any      
event, withdrawals under the GLWB rider will reduce your Account Value and      
death benefits.                                                                 

IT IS IMPORTANT TO RECOGNIZE THAT THE BENEFIT BASE IS NOT AVAILABLE TO BE TAKEN 
AS A LUMP SUM OR PAID AS A DEATH BENEFIT AND DOES NOT ESTABLISH OR GUARANTEE    
YOUR ACCOUNT VALUE OR A MINIMUM RETURN FOR ANY INVESTMENT PORTFOLIO. However,   
if you cancel the GLWB rider after a waiting period of at least ten (10) years  
(the "Guaranteed Principal Adjustment Eligibility Date") the Guaranteed         
Principal Adjustment will increase your Account Value to the Purchase Payments  
credited within the first 120 days of the date that we issue the contract       
reduced proportionately for any withdrawals, if greater than the Account Value  
at the time of the cancellation. (See "Cancellation and Guaranteed Principal    
Adjustment" below.)                                                             

While the GLWB rider is in effect, we may reject subsequent Purchase Payments   
by sending advance written notice if any of the changes listed in the section   
"Investment Allocation Restrictions for Certain Riders - Investment Allocation  
and Other Purchase Payment Restrictions for the GLWB - Potential Restrictions   
on Subsequent Purchase Payments" occur. Restrictions on subsequent Purchase     
Payments will remain in effect until the GLWB rider is terminated unless we     
provide advance written notice to you otherwise.                                

(See Appendix F for examples illustrating the operation of the GLWB.)           

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OPERATION OF THE GLWB                                                           

The following section describes how the GLWB operates. When reading the         
following description of the operation of the GLWB rider (for example, the      
"Benefit Base" and "Annual Benefit Payment" sections), refer to the GLWB Rate   
Table at the end of this section for the specific rates and other terms         
applicable to your GLWB rider.                                                  

BENEFIT BASE. While the GLWB rider is in effect, we guarantee that you will     
receive lifetime income regardless of investment performance, subject to the    
conditions described below. To determine the maximum amount that may be         
withdrawn in the current Contract Year (the "Annual Benefit Payment"), we       
multiply the Benefit Base by the GLWB Withdrawal Rate (see "GLWB Rate Table")   
while the Account Value is greater than zero. The initial BENEFIT BASE is equal 
to your initial Purchase Payment. We increase the Benefit Base by each          
additional Purchase Payment. Any withdrawals taken prior to the date you reach  
the Lifetime Withdrawal Age (see "GLWB Rate Table" below) will reduce the       
Benefit Base in the same proportion that such withdrawal (including Withdrawal  
Charges, if any) reduces the Account Value (a "Proportional Adjustment"). For   
example, if the Benefit Base is $120,000, the Account Value is $100,000 and you 
withdraw $10,000 (including any Withdrawal Charge), then your Benefit Base is   
decreased by $12,000 to $108,000 [$120,000 x ($10,000/$100,000) = $12,000]. Any 
withdrawals taken after the Lifetime Withdrawal Age that do not exceed, or      
cause the cumulative withdrawals in the Contract Year to exceed, the Annual     
Benefit Payment, will not reduce the Benefit Base. We refer to this type of     
withdrawal as a "Non-Excess Withdrawal." If, however, you take a withdrawal     
that exceeds the Annual Benefit Payment (or results in cumulative withdrawals   
for the current Contract Year that exceed the Annual Benefit Payment), then     
such withdrawal, and any subsequent withdrawals that occur in that Contract     
Year, will trigger a Proportional Adjustment to the Benefit Base. We refer to   
this type of withdrawal as an "Excess Withdrawal." DEPENDING ON THE RELATIVE    
AMOUNTS OF THE BENEFIT BASE AND THE ACCOUNT VALUE, SUCH PROPORTIONAL ADJUSTMENT 
MAY RESULT IN A SIGNIFICANT REDUCTION TO THE BENEFIT BASE (PARTICULARLY WHEN    
THE ACCOUNT VALUE IS LOWER THAN THE BENEFIT BASE), AND COULD HAVE THE EFFECT OF 
REDUCING OR ELIMINATING THE TOTAL AMOUNT YOU ARE GUARANTEED TO RECEIVE UNDER    
THE GLWB RIDER (SEE "MANAGING YOUR WITHDRAWALS" BELOW).                         

On each contract anniversary on or before the Rollup Rate Period End Date (see  
"GLWB Rate Table"), if no withdrawals occurred in the previous Contract Year,   
the Benefit Base will be increased by an amount equal to the Rollup Rate (see   
"GLWB Rate Table") multiplied by the Benefit Base before such increase. The     
Benefit Base will not be increased by the Rollup Rate if: (1) a withdrawal has  
occurred in the Contract Year ending immediately prior to that contract         
anniversary, or (2) after the Rollup Rate Period End Date. The Rollup Rate, if  
applicable, is applied before deducting any rider charge and before taking into 
account any Automatic Step-Up occurring on such contract anniversary (see       
"Automatic Step-Up" below).                                                     

ANNUAL BENEFIT PAYMENT. After the Lifetime Withdrawal Age, the ANNUAL BENEFIT   
PAYMENT is the maximum amount that may be withdrawn in the current Contract     
Year without triggering a Proportional Adjustment to the Benefit Base (prior to 
the Lifetime Withdrawal Age, there is no Annual Benefit Payment). After the     
Lifetime Withdrawal Age, the initial Annual Benefit Payment is equal to the     
initial Benefit Base multiplied by the applicable GLWB WITHDRAWAL RATE. Your    
GLWB Withdrawal Rate is determined by when you take your first withdrawal after 
the Lifetime Withdrawal Age (see "GLWB Rate Table"). As shown in the GLWB Rate  
Table, waiting to take your first withdrawal will result in a higher GLWB       
Withdrawal Rate. The GLWB Withdrawal Rate will not change once determined. If   
the Benefit Base is later recalculated (for example, because of additional      
Purchase Payments, the Automatic Step-Up, or Excess Withdrawals), the Annual    
Benefit Payment is reset equal to the new Benefit Base multiplied by the GLWB   
Withdrawal Rate.                                                                

Each time a withdrawal is made in a Contract Year, we decrease the Annual       
Benefit Payment for that Contract Year by such withdrawal and the remaining     
amount is the "Remaining Annual Benefit Payment." If the Benefit Base is        
increased due to a subsequent Purchase Payment, causing the Annual Benefit      
Payment to increase, the Remaining Annual Benefit Payment will increase by the  
same amount the Annual Benefit Payment increased.                               

As long as your Account Value has not been reduced to zero, your Annual Benefit 
Payment equals the applicable GLWB Withdrawal Rate multiplied by the Benefit    
Base.                                                                           

If your contract is subject to Required Minimum Distributions (see "Required    
Minimum Distributions" below), your Annual Benefit Payment will be set equal to 

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your Required Minimum Distribution Amount, if greater than the Annual Benefit   
Payment calculated as described above.                                          

You may choose to receive your Annual Benefit Payment through the optional      
Systematic Withdrawal Program (see "Access To Your Money - Systematic           
Withdrawal Program"). While the GLWB rider is in effect, your withdrawals       
through the Systematic Withdrawal Program may not exceed your Annual Benefit    
Payment. There is no charge for the Systematic Withdrawal Program and you may   
terminate your participation at any time.                                       

It is important to note:                                                        

o  If your Account Value is reduced to zero on or after the Lifetime Withdrawal 
 Age because you make a Non-Excess Withdrawal, we will first pay you any
  Remaining Annual Benefit Payment in effect at the time the Account Value
is reduced to zero. Effective as of your next contract anniversary, we
will then begin making monthly payments, using the applicable GLWB    
   Lifetime Guarantee Rate (see "GLWB Rate Table") multiplied by the Benefit
    Base, to you for the rest of your life. If, however, your Account Value is
   reduced to zero on or after the Lifetime Withdrawal Age because there are
insufficient funds to deduct any GLWB rider charge from your Account  
 Value, we will begin making monthly payments, using the applicable GLWB
Lifetime Guarantee Rate, to you for the rest of your life.            

o  If your Account Value is reduced to zero prior to the Lifetime Withdrawal    
  Age because there are insufficient funds to deduct any GLWB rider charge
   from your Account Value, we will begin making monthly payments, using the
  GLWB Lifetime Guarantee Rate that corresponds to the Lifetime Withdrawal
Age to you for the rest of your life.                                 

o  IF YOUR ACCOUNT VALUE IS REDUCED TO ZERO DUE TO A WITHDRAWAL PRIOR TO THE    
    LIFETIME WITHDRAWAL AGE OR BECAUSE YOU MAKE AN EXCESS WITHDRAWAL, LIFETIME
   PAYMENTS ARE NOT AVAILABLE, NO FURTHER BENEFITS WILL BE PAYABLE UNDER THE
GLWB RIDER, AND THE GLWB RIDER WILL TERMINATE.                        

o  If your contract has not been continued under Spousal Continuation described 
below, you may elect to have your Annual Benefit Payments paid for the
  life of you and your spouse, provided your spouse is no younger than the
 Minimum Spousal Age, using the applicable Joint Lifetime Guarantee Rate
(see "GLWB Rate Table".)                                              

o  You may elect to receive a lump sum in lieu of lifetime payments. The lump   
  sum value will be determined as of the date the Account Value is reduced
to zero and will be a value determined based on the Annual Benefit    
 Payments due to you, not including any Remaining Annual Benefit Payment
  payable in the current Contract Year. You will have a minimum of 30 days
    from the date of the Notice of this option to make this election. The lump
    sum will be payable on the Business Day the Notice is received. Payment of
the lump sum will terminate the contract and all obligations of the   
Company.                                                              

o  While we are making Annual Benefit Payments after the Account Value is       
reduced to zero, no death benefit will be available.                  

o  IF YOU HAVE SELECTED THE GLWB RIDER, YOU SHOULD CAREFULLY CONSIDER WHEN TO   
 BEGIN TAKING WITHDRAWALS. IF YOU BEGIN TAKING WITHDRAWALS TOO SOON, YOU
    MAY LIMIT THE VALUE OF THE GLWB RIDER, BECAUSE THE BENEFIT BASE MAY NOT BE
    INCREASED BY THE ROLLUP RATE AND THE GLWB WITHDRAWAL RATE IS DETERMINED BY
    WHEN YOU TAKE YOUR FIRST WITHDRAWAL AFTER THE LIFETIME WITHDRAWAL AGE (SEE
   "GLWB RATE TABLE"). AS SHOWN IN THE GLWB RATE TABLE, WAITING TO TAKE YOUR
    FIRST WITHDRAWAL MAY RESULT IN A HIGHER GLWB WITHDRAWAL RATE. If you delay
taking withdrawals for too long, you may limit the number of years    
available for you to take withdrawals in the future (due to life      
expectancy) and you may be paying for a benefit you are not using.    

o  At any time during the Accumulation Phase, you can elect to annuitize under  
   current annuity rates in lieu of continuing the GLWB rider. Annuitization
may provide higher income amounts if the current annuity option rates 
applied to the Account Value on the date payments begin exceed the    
   payments under the GLWB rider. Also, income provided by annuitizing under

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    current annuity rates may be higher due to different tax treatment of this
 income compared to the tax treatment of the payments received under the
GLWB rider.                                                           

GLWB VARIATIONS. We currently offer two variations of the GLWB rider. The two   
variations are FlexChoice Level and FlexChoice Expedite. The GLWB Withdrawal    
Rate and GLWB Lifetime Guarantee Rate will vary depending on the variation you  
choose. Depending on your expectations and preferences, you can choose the      
variation that best meets your needs.                                           

Prior to issuance, you must select either:                                      

o  FlexChoice Level: offers a steady GLWB Withdrawal Rate and GLWB Lifetime     
Guarantee Rate throughout your lifetime; or                           

o  FlexChoice Expedite: offers a higher GLWB Withdrawal Rate while your Account 
  Value is greater than zero and a reduced GLWB Lifetime Guarantee Rate if
your Account Value is reduced to zero.                                

For both variations, you may elect to have your Annual Benefit Payments paid    
for the life of you and your spouse, provided your spouse is no younger than    
the Minimum Spousal Age, using the applicable Joint Lifetime Guarantee Rate     
(see "GLWB Rate Table").                                                        

MANAGING YOUR WITHDRAWALS. It is important that you carefully manage your       
annual withdrawals. To retain the full guarantees of this rider, your annual    
withdrawals (including any withdrawal charge) cannot exceed the Annual Benefit  
Payment each Contract Year. In other words, you should not take Excess          
Withdrawals. IF YOU DO TAKE AN EXCESS WITHDRAWAL, WE WILL RECALCULATE THE       
BENEFIT BASE IN THE SAME PROPORTION THAT THE WITHDRAWAL (INCLUDING ANY          
WITHDRAWAL CHARGE) REDUCES THE ACCOUNT VALUE AND REDUCE THE ANNUAL BENEFIT      
PAYMENT (AFTER THE LIFETIME WITHDRAWAL AGE) TO THE NEW BENEFIT BASE MULTIPLIED  
BY THE APPLICABLE GLWB WITHDRAWAL RATE. THESE REDUCTIONS IN THE BENEFIT BASE    
AND THE ANNUAL BENEFIT PAYMENT MAY BE SIGNIFICANT. You are still eligible to    
receive lifetime payments so long as the Excess Withdrawal did not cause your   
Account Value to decline to zero. AN EXCESS WITHDRAWAL THAT REDUCES THE ACCOUNT 
VALUE TO ZERO WILL TERMINATE THE CONTRACT AND CAUSE LIFETIME PAYMENTS TO NOT BE 
AVAILABLE.                                                                      

You can always make Non-Excess Withdrawals. However, if you choose to receive   
only a part of your Annual Benefit Payment in any given Contract Year, your     
Remaining Annual Benefit Payment does not carry over into subsequent Contract   
Years. For example, if your Annual Benefit Payment is 4% of your Benefit Base,  
you cannot withdraw 2% in one year and then withdraw 6% the next year without   
making an Excess Withdrawal in the second year.                                 

Income taxes and penalties may apply to your withdrawals. Withdrawal charges    
may apply to withdrawals during the first Contract Year unless you take the     
necessary steps to elect to take such withdrawals under a Systematic Withdrawal 
Program. Withdrawal charges will also apply to withdrawals of Purchase Payments 
that exceed the free withdrawal amount in any Contract Year. (See "Expenses -   
Withdrawal Charges.")                                                           

REQUIRED MINIMUM DISTRIBUTIONS. For IRAs and other contracts subject to Section 
401(a)(9) of the Code, you may be required to take withdrawals to fulfill       
minimum distribution requirements generally beginning at age 70 1/2. If your    
contract is an IRA or other contract subject to Section 401(a)(9) of the Code,  
and the required distributions are larger than the Annual Benefit Payment, we   
will increase your Annual Benefit Payment to the required minimum distribution  
amount for the previous calendar year or for this calendar year (whichever is   
greater).                                                                       

If:                                                                             

(1)    you are enrolled in the automated required minimum distribution service  
or in both the automated required minimum distribution service and the
Systematic Withdrawal Program;                                        

(2)    you do not take additional withdrawals outside of these two programs;    
and                                                                   

(3)    your Remaining Annual Benefit Payment for the Contract Year is equal to  
zero;                                                                 

we will increase your Annual Benefit Payment by the amount of the withdrawals   
that remain to be taken in that Contract Year under the program or programs in  
which you are enrolled. This will prevent the withdrawal from exceeding the     
Annual Benefit Payment.                                                         

See "Use of Automated Required Minimum Distribution Service and Systematic      
Withdrawal Program With GLWB" below for more information on the automated       
required minimum distribution service and the Systematic Withdrawal Program.    

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AUTOMATIC STEP-UP. On each contract anniversary prior to the contract Owner's   
91st birthday, an Automatic Step-Up will occur, provided that the Account Value 
on that date exceeds the Benefit Base immediately before the Automatic Step-Up  
(and provided that you have not chosen to decline the Automatic Step-Up as      
described below).                                                               

The Automatic Step-Up:                                                          

o  will increase the Benefit Base to the Account Value on the date of the       
Automatic Step-Up regardless of whether or not you have taken any     
withdrawals;                                                          

o  will increase the Annual Benefit Payment to equal to the applicable GLWB     
Withdrawal Rate multiplied by the Benefit Base after the Automatic    
Step-Up; and                                                          

o  may increase the GLWB rider charge to a rate that does not exceed the lower  
    of: (a) the GLWB rider maximum charge (2.00%) or (b) the current rate that
 we would charge for the same rider with the same benefits, if available
for new contract purchases at the time of the Automatic Step-Up.      

In the event that your GLWB rider charge would increase with the Automatic      
Step-Up, we will notify you in writing a minimum of 30 days in advance of the   
applicable contract anniversary and inform you that you may choose to decline   
the Automatic Step-Up and related increased GLWB rider charge. If you elect to  
decline the Automatic Step-Up, you must notify us in writing at your            
Administrative Office no less than seven calendar days prior to the applicable  
contract anniversary. Once you notify us of your decision to decline the        
Automatic Step-Up, you will no longer be eligible for future Automatic Step-Ups 
until you notify us in writing at your Administrative Office that you wish to   
reinstate the Automatic Step-Ups. This reinstatement will take effect at the    
next contract anniversary after we receive your request for reinstatement. If   
your contract has both the GLWB rider and the GLWB Death Benefit (see "GLWB     
Death Benefit" below), and you choose to decline the Automatic Step-Up, the     
Automatic Step-Up for both the Benefit Base and the GLWB Death Benefit Base     
will no longer be eligible for future Automatic Step-Ups until you elect to     
reinstate the Automatic Step-Ups. You may not elect to decline the Automatic    
Step-Up for only one of the two riders.                                         

CANCELLATION AND GUARANTEED PRINCIPAL ADJUSTMENT. You may elect to cancel the   
GLWB rider on the contract anniversary every five Contract Years for the first  
10 Contract Years and annually thereafter. We must receive your cancellation    
request within 30 days following the applicable contract anniversary in         
accordance with our administrative procedures (currently we require you to      
submit your request in writing to your Administrative Office). The cancellation 
will take effect upon our receipt of your request. If cancelled, the GLWB rider 
will terminate, we will no longer deduct the GLWB rider charge, and the         
investment allocation restrictions described in "Purchase - Investment          
Allocation Restrictions for Certain Riders - Investment Allocation and Other    
Purchase Payment Restrictions for the GLWB" will no longer apply. The contract, 
however, will continue.                                                         

If you cancel the GLWB rider on the 10th contract anniversary or any contract   
anniversary thereafter, we will add a Guaranteed Principal Adjustment to your   
Account Value if (a) exceeds (b), as defined below. The Guaranteed Principal    
Adjustment is intended to restore your initial investment in the contract in    
the case of poor investment performance. The Guaranteed Principal Adjustment is 
equal to (a) - (b) where:                                                       

(a)    is Purchase Payments credited within 120 days of the date that we issued 
  the contract, reduced by the Proportional Adjustment attributable to any
  partial withdrawals taken (including any applicable Withdrawal Charges);
and                                                                   

(b)    is the Account Value on the date of cancellation.                        

The Guaranteed Principal Adjustment will be added to each applicable Investment 
Portfolio in the ratio the portion of the Account Value in such Investment      
Portfolio bears to the total Account Value in all Investment Portfolios. The    
Guaranteed Principal Adjustment will never be less than zero.                   

IT IS IMPORTANT TO NOTE THAT ONLY PURCHASE PAYMENTS MADE DURING THE FIRST 120   
DAYS THAT YOU HOLD THE CONTRACT ARE TAKEN INTO CONSIDERATION IN DETERMINING THE 
GUARANTEED PRINCIPAL ADJUSTMENT. CONTRACT OWNERS WHO ANTICIPATE MAKING PURCHASE 
PAYMENTS AFTER 120 DAYS SHOULD UNDERSTAND THAT SUCH PAYMENTS WILL NOT INCREASE  
THE GUARANTEED PRINCIPAL ADJUSTMENT. HOWEVER, BECAUSE PURCHASE PAYMENTS MADE    
AFTER 120 DAYS WILL INCREASE YOUR ACCOUNT VALUE SUCH PURCHASE PAYMENTS MAY HAVE 
A SIGNIFICANT IMPACT ON WHETHER OR NOT A GUARANTEED PRINCIPAL ADJUSTMENT IS     
DUE. THEREFORE, THE GLWB RIDER MAY NOT BE APPROPRIATE FOR YOU IF YOU INTEND TO  
MAKE ADDITIONAL PURCHASE PAYMENTS AFTER THE 120-DAY                             

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PERIOD AND ARE PURCHASING THE GLWB RIDER FOR ITS GUARANTEED PRINCIPAL           
ADJUSTMENT FEATURE.                                                             

INVESTMENT ALLOCATION RESTRICTIONS. For a detailed description of the GLWB      
investment allocation restrictions see "Purchase - Investment Allocation        
Restrictions for Certain Riders - Investment Allocation and Other Purchase      
Payment Restrictions for the GLWB."                                             

RESTRICTIONS ON SUBSEQUENT PURCHASE PAYMENTS. For a detailed description of the 
restrictions or potential restrictions on subsequent Purchase Payments that may 
apply for your version of the GLWB, see the applicable subsection of "Purchase  
-  Investment Allocation Restrictions for Certain Riders - Investment           
Allocation and Other Purchase Payment Restrictions for the GLWB."               

WITHDRAWAL CHARGE. We will apply a withdrawal charge to withdrawals from        
Purchase Payments as described in "Expenses - Withdrawal Charge" (also see      
"Expenses - Withdrawal Charge - Free Withdrawal Amount" and "Access to Your     
Money - Systematic Withdrawal Program").                                        

TAXES. Withdrawals of taxable amounts will be subject to ordinary income tax    
and, if made prior to age 59 1/2, a 10% Federal income tax penalty may apply.   

TAX TREATMENT. The tax treatment of withdrawals under the GLWB rider is         
uncertain. It is conceivable that the amount of potential gain could be         
determined based on the Benefit Base under the GLWB rider at the time of the    
withdrawal, if the Benefit Base is greater than the Account Value (prior to     
Withdrawal Charges, if applicable). This could result in a greater amount of    
taxable income reported under a withdrawal and conceivably a limited ability to 
recover any remaining basis if there is a loss on surrender of the contract.    
Consult your tax adviser prior to purchase.                                     

OWNERSHIP. If you, the Owner, are a natural person, you must also be the        
Annuitant. If a non-natural person owns the contract, then the Annuitant will   
be considered the Owner in determining the issue age and Annual Benefit         
Payment. If Joint Owners are named, the age of the older Joint Owner will be    
used to determine the issue age and the Annual Benefit Payment. For the         
purposes of the Guaranteed Lifetime Withdrawal Benefit section of the           
Prospectus, "you" always means the Owner, older Joint Owner, or the Annuitant,  
if the Owner is a non-natural person.                                           

GLWB AND DECEDENT CONTRACTS. If you are purchasing this contract with a         
nontaxable transfer of the death benefit proceeds of any annuity contract or    
IRA (or any other tax-qualified arrangement) of which you were the Beneficiary  
and you are "stretching" the distributions under the Internal Revenue Service   
required distribution rules, you may not purchase a GLWB rider.                 

TERMINATION OF THE GLWB RIDER. The GLWB rider will terminate upon the earliest  
of:                                                                             

(1)    the date of a full withdrawal of the Account Value that is: (a) an       
   Excess Withdrawal or a withdrawal prior to the Lifetime Withdrawal Age (a
pro rata portion of the rider charge will be assessed); or (b) a      
Non-Excess Withdrawal (you are still eligible to receive the Annual   
   Benefit Payment, provided the provisions and conditions of the rider have
  been met) (a pro rata portion of the rider charge will not be assessed);

(2)    the date you apply any portion of the Account Value to an Annuity Option 
(a pro rata portion of the rider charge will be assessed);            

(3)    the date there are insufficient funds to deduct the GLWB rider charge    
  from the Account Value and your contract is thereby terminated (whatever
    Account Value is available will be applied to pay the rider charge and you
are still eligible to receive the Annual Benefit Payment, provided the
 provisions and conditions of the rider have been met; however, you will
have no other benefits under the contract);                           

(4)    the death of the contract Owner or Joint Owner (or the Annuitant if the  
 Owner is a non-natural person), except where the primary Beneficiary is
the spouse and the spouse elects to continue the contract under the   
spousal continuation provisions of the contract (see "Spousal         
Continuation" below);                                                 

(5)    the death of the Owner after the first Spousal Continuation;             

(6)    a change of the Owner or Joint Owner for any reason, subject to our      
   administrative procedures (a pro rata portion of the rider charge will be
assessed);                                                            

(7)    the effective date of the cancellation of the rider;                     

(8)    the termination of the contract to which the rider is attached, other    
than due to death (a pro rata portion of the rider charge will be     
assessed); or                                                         

(9)    the date you assign your contract, subject to our administrative         
procedures (a pro rata portion of the rider charge will be assessed). 

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Under our current administrative procedures, we will waive the termination of   
the GLWB rider if you assign a portion of the contract under the following      
limited circumstances: if the new Owner or assignee assumes full ownership of   
the contract and is essentially the same person or if the assignment is solely  
for your benefit on account of your direct transfer of Account Value under      
Section 1035 of the Code to fund premiums for a long term care insurance policy 
or Purchase Payments for an annuity contract issued by an insurance company     
which is not our affiliate and which is licensed to conduct business in any     
state. All such direct transfers are subject to any applicable withdrawal       
charges.                                                                        

Once the rider is terminated, the GLWB rider charge will no longer be deducted  
and the GLWB investment allocation restrictions and any Purchase Payment        
restrictions will no longer apply.                                              

SPOUSAL CONTINUATION. Subject to the Minimum Spousal Age (see "GLWB Rate        
Table"), if your spouse continues the contract under the Spousal Continuation   
provisions of the contract, and the GLWB is in effect at the time of the        
continuation, then the same terms and conditions that applied to the contract   
Owner under the GLWB will continue to apply to the surviving spouse, and the    
surviving spouse is guaranteed to receive lifetime income regardless of         
investment performance, subject to the conditions described in "Operation of    
the GLWB" and provided the GLWB is not terminated or cancelled (see             
"Termination of the GLWB Rider" above). If your spouse is younger than the      
Minimum Spousal Age, your spouse may continue the contract; however, the GLWB   
will terminate.                                                                 

If no withdrawal has been made after the Lifetime Withdrawal Age and the        
contract has been continued under Spousal Continuation, then the first          
withdrawal by the new Owner after the new Owner reaches the Lifetime Withdrawal 
Age will determine the GLWB Withdrawal Rate. However, if a withdrawal has been  
made after the Lifetime Withdrawal Age by the contract Owner prior to the       
contract Owner's death, the GLWB Withdrawal Rate that applies after Spousal     
Continuation will be the same as the GLWB Withdrawal Rate in effect prior to    
Spousal Continuation.                                                           

If the GLWB is continued under Spousal Continuation and the Account Value is    
subsequently reduced to zero because of a Non-Excess Withdrawal, or because     
there are insufficient funds to deduct any GLWB rider charge from the Account   
Value, lifetime payments will be made using the applicable Single Lifetime      
Guarantee Rate (see "GLWB Rate Table") to your spouse (the new contract Owner)  
for the rest of his or her life. The Joint Lifetime Guarantee Rate is not       
available after Spousal Continuation (see "GLWB Rate Table").                   

The GLWB will not terminate upon the first Spousal Continuation of the          
contract; however, it will terminate upon any subsequent Spousal Continuations. 

GUARANTEED LIFETIME WITHDRAWAL BENEFIT AND ANNUITIZATION. Since the Annuity     
Date at the time you purchase the contract is the later of age 90 of the        
Annuitant or 10 years from contract issue, you must make an election if you     
would like to extend your Annuity Date to the latest date permitted (subject to 
restrictions that may apply in your state, restrictions imposed by your selling 
firm, and our current established administrative procedures). If you elect to   
extend your Annuity Date to the latest date permitted, and that date is         
reached, your contract must be annuitized (see "Annuity Payments (The Income    
Phase)"), or you must make a complete withdrawal of your Account Value.         
Annuitization may provide higher income amounts than the payments under the     
GLWB, depending on the applicable annuity rates and your Account Value on the   
Annuity Date. Also, income provided by annuitizing under the applicable annuity 
rates may be higher due to different tax treatment of this income compared to   
the tax treatment of the payments received under the GLWB optional benefit.     

If you annuitize at the latest date permitted, you must elect one of the        
following options:                                                              

(1)    Annuitize the Account Value under the contract's annuity provisions.     

(2)    If you are eligible for lifetime withdrawals under the GLWB, elect to    
    receive the Annual Benefit Payment paid each year until your death (or the
later of your or your spousal Beneficiary's death).                   

If you do not select an Annuity Option or elect to receive payments under the   
GLWB rider, we will annuitize your contract under the Life Annuity With 10      
Years of Annuity Payments Guaranteed Annuity Option. However, if we do, we will 
adjust your Annuity Payment or Annuity Option, if                               

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necessary, so your aggregate Annuity Payments will not be less than what you    
would have received under the GLWB rider.                                       

USE OF AUTOMATED REQUIRED MINIMUM DISTRIBUTION SERVICE AND SYSTEMATIC           
WITHDRAWAL PROGRAM WITH GLWB                                                    

For IRAs and other contracts subject to Section 401(a)(9) of the Internal       
Revenue Code, you may be required to take withdrawals to fulfill minimum        
distribution requirements generally beginning at age 70 1/2.                    

Used with the GLWB rider, our Automated Required Minimum Distribution Program   
can help you fulfill minimum distribution requirements with respect to your     
contract without reducing the Benefit Base on a proportionate basis. (Reducing  
the Benefit Base on a proportionate basis could have the effect of reducing or  
eliminating the guarantees of the GLWB rider.) The Automated Required Minimum   
Distribution Program calculates minimum distribution requirements with respect  
to your contract and makes payments to you on a monthly, quarterly, semi-annual 
or annual basis.                                                                

Alternatively, you may choose to enroll in the both the Automated Required      
Minimum Distribution Program and the Systematic Withdrawal Program (see "Access 
to Your Money - Systematic Withdrawal Program"). In order to avoid taking       
withdrawals that could reduce the Benefit Base on a proportionate basis,        
withdrawals under the Systematic Withdrawal Program should not exceed the       
Annual Benefit Payment each Contract Year. Any amounts above the Annual Benefit 
Payment that need to be withdrawn to fulfill minimum distribution requirements  
can be paid out at the end of the calendar year by the Automated Required       
Minimum Distribution Program. For example, if you elect the GLWB rider, enroll  
in the Systematic Withdrawal Program and elect to receive monthly payments      
equal to the Annual Benefit Payment, you should also enroll in the Automated    
Required Minimum Distribution Program and elect to receive your Automated       
Required Minimum Distribution Program on an annual basis, after the Systematic  
Withdrawal Program monthly payment in December.                                 

If you enroll in either the automated required minimum distribution service or  
both the automated required minimum distribution service and the Systematic     
Withdrawal Program, you should not make additional withdrawals outside the      
programs. Additional withdrawals may result in the Benefit Base and Annual      
Benefit Payment being reduced.                                                  

To enroll the Automated Required Minimum Distribution Program and/or the        
Systematic Withdrawal Program, please contact our Annuity Service Center.       

GLWB DEATH BENEFIT                                                              

If you select the GLWB rider, you will receive the Principal Protection death   
benefit, as described under "Death Benefit - Standard Death Benefit -           
Principal Protection." However, in states where approved, you may also select   
the GLWB Death Benefit for an additional charge when you select the GLWB rider  
if you are at least age 50 and not older than age 65 at the effective date of   
your contract.                                                                  

The GLWB Death Benefit is currently available for purchase in all states except 
__________.                                                                     

You should understand that by electing both the GLWB rider and the GLWB Death   
Benefit, you will be paying for and receiving both a living benefit and a death 
benefit and the cost of the combined riders will be higher than the cost of     
either a GLWB rider or other available death benefits individually. Please note 
that other standard or optional death benefits are available under the          
contract. You should also understand that once GLWB rider lifetime payments     
begin or the GLWB rider terminates, the GLWB Death Benefit will be terminated.  

SUMMARY OF THE GLWB DEATH BENEFIT                                               

Under the GLWB Death Benefit, we calculate a "GLWB Death Benefit Base" that, if 
greater than the Principal Protection death benefit (see "Death Benefit -       
Standard Death Benefit - Principal Protection"), or any other death benefit     
included by rider, will be paid instead of the Principal Protection death       
benefit, or any other death benefit included by rider. All other provisions of  
your contract's death benefit will apply.                                       

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(See Appendix G for examples illustrating the operation of the GLWB Death       
Benefit.)                                                                       

OPERATION OF THE GLWB DEATH BENEFIT                                             

The following section describes how the GLWB Death Benefit operates. When       
reading the following descriptions of the operation of the GLWB Death Benefit   
(for example, "Excess Withdrawals," "Non-Excess Withdrawals," "Rollup Rate,"    
"Rollup Rate Period End Date," "Automatic Step-Up" and "Benefit Base"), refer   
to the "Guaranteed Lifetime Withdrawal Benefit" section above.                  

If you select the GLWB Death Benefit, the amount of the death benefit will be   
the greater of:                                                                 

(1)    the GLWB Death Benefit Base; and                                         

(2)    the Principal Protection death benefit, or any other death benefit       
included by rider.                                                    

GLWB DEATH BENEFIT BASE. The GLWB DEATH BENEFIT BASE is an amount used to       
determine your death benefit, and is also the amount the GLWB Death Benefit     
rider charge is applied. As of the Issue Date, the initial GLWB Death Benefit   
Base is equal to your initial purchase payment. The GLWB Death Benefit Base     
will be increased by the amount of each purchase payment made, and reduced for  
all withdrawals as described below.                                             

The GLWB Death Benefit Base cannot be withdrawn in a lump sum.                  

MANAGING YOUR WITHDRAWALS. It is important that you carefully manage your       
annual withdrawals to retain the full benefit of this rider. In other words,    
you should not take Excess Withdrawals.                                         

If you take an Excess Withdrawal, we will reduce the GLWB Death Benefit Base in 
the same proportion that the withdrawal (including any withdrawal charge)       
reduces the Account Value. The reduction in the GLWB Death Benefit Base may be  
significant. You are still eligible to receive the death benefit so long as the 
Account Value does not decline to zero.                                         

Any withdrawals taken prior to the date you reach the Lifetime Withdrawal Age   
will trigger a Proportional Adjustment to the GLWB Death Benefit Base.          

After the Lifetime Withdrawal Age, the GLWB Death Benefit Base will be reduced  
for all withdrawals. Non-Excess Withdrawals reduce the GLWB Death Benefit Base  
by the amount of the withdrawal. Excess Withdrawals, and any subsequent         
withdrawals that occur in that Contract Year, trigger a Proportional Adjustment 
to the GLWB Death Benefit Base.                                                 

On each contract anniversary on or before the Rollup Rate Period End Date, if   
no withdrawals occurred in the previous Contract Year, the GLWB Death Benefit   
Base will be increased by an amount equal to the Rollup Rate multiplied by the  
GLWB Death Benefit Base before such increase. The GLWB Death Benefit Base will  
not be increased by the Rollup Rate if: (1) a withdrawal has occurred in the    
Contract Year ending immediately prior to that contract anniversary, or (2)     
after the Rollup Rate Period End Date.                                          

The Rollup Rate, if applicable, is applied before deducting any rider charge    
and before taking into account any Automatic Step-Up occurring on such contract 
anniversary. The GLWB Death Benefit Base may also increase due to an Automatic  
Step-Up.                                                                        

AUTOMATIC STEP-UP. If an Automatic Step-Up increases the Benefit Base to the    
Account Value on the date of the Automatic Step-Up (see "Guaranteed Lifetime    
Withdrawal Benefit - Automatic Step-Up"), the GLWB Death Benefit Base will also 
increase to the Account Value, after deducting any rider charge but prior to    
processing any transactions on such date.                                       

The Automatic Step-Up:                                                          

o  will increase the GLWB Death Benefit Base to the Account Value on the date   
  of the Automatic Step-Up regardless of whether or not you have taken any
withdrawals; and                                                      

o  may increase the GLWB Death Benefit rider charge to a rate that does not     
   exceed the lower of: (a) the GLWB Death Benefit maximum charge (1.20%) or
    (b) the current rate that we would charge for the same rider with the same
benefits, if available for new contract purchases at the time of the  
Automatic Step-Up.                                                    

If however, the GLWB Death Benefit rider charge currently applicable to such    
Automatic Step-Up is less than or equal to your GLWB Death Benefit rider charge 
your rate will not change.                                                      

You may choose to decline the Automatic Step-Up and related increased GLWB      
Death Benefit rider charge. Once you notify us of your decision to decline the  
Automatic Step-Up, you will no longer be eligible for future Automatic Step-Ups 
until you notify us in writing at our Annuity Service Center that you wish to   
reinstate the Automatic                                                         

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Step-Ups (see "Guaranteed Lifetime Withdrawal Benefit - Automatic Step-Up"      
above.)                                                                         

TERMINATION OF THE GLWB DEATH BENEFIT. If the GLWB rider is cancelled or        
terminated as described above under "Guaranteed Lifetime Withdrawal Benefit -   
Termination of the GLWB Rider", the GLWB Death Benefit will terminate and the   
GLWB Death Benefit charge will no longer be deducted.                           

SPOUSAL CONTINUATION. For information on Spousal Continuation, see the          
"Operation of the GLWB - Spousal Continuation" section.                         

GLWB RATE TABLE                                                                 

The GLWB Rate Table lists the following for the GLWB rider.                     

o  Rollup Rate: Prior to the Rollup Rate Period End Date, the minimum rate at   
-----------                                                               
which the Benefit Base is increased at each contract anniversary if a 
withdrawal has not occurred in the previous Contract Year.            

o  Rollup Rate Period End Date: The period of time following the contract issue 
---------------------------                                               
 date during which the Benefit Base (and the GLWB Death Benefit Base, if
applicable) will be increased by an amount equal to the Rollup Rate   
multiplied by the Benefit Base (or GLWB Death Benefit Base, if        
applicable).                                                          

o  GLWB Withdrawal Rate: After the Lifetime Withdrawal Age, if you take         
--------------------                                                      
   withdrawals that do not exceed the GLWB Withdrawal Rate multiplied by the
Benefit Base (the "Annual Benefit Payment") such withdrawals will not 
 reduce the Benefit Base and Annual Benefit Payment. (Taking withdrawals
 that exceed the Annual Benefit Payment will reduce the Benefit Base and
  Annual Benefit Payment and may have a significant negative impact on the
value of the benefits available under the GLWB - see "Operation of the
GLWB - Managing Your Withdrawals.") For IRAs and other Qualified      
Contracts, also see "Operation of the GLWB - Required Minimum         
Distributions."                                                       

o  GLWB Lifetime Guarantee Rate: If your Account Value is reduced to zero after 
----------------------------                                              
  the Lifetime Withdrawal Age because you make a Non-Excess Withdrawal, we
  will first pay you any Remaining Annual Benefit Payment in effect at the
 time the Account Value is reduced to zero (see "Annual Benefit Payment"
    above). Effective as of your next contract anniversary, we will then begin
    making monthly payments, using the applicable GLWB Lifetime Guarantee Rate
   multiplied by the Benefit Base, to you for the rest of your life. If your
    Account Value is reduced to zero after the Lifetime Withdrawal Age because
   there are insufficient funds to deduct any rider charge from your Account
 Value, we will begin making monthly payments, using the applicable GLWB
Lifetime Guarantee Rate, to you for the rest of your life.            

DIFFERENT VERSIONS OF THE GLWB. From time to time, we may introduce new         
versions of the GLWB rider. If we introduce a new version of the rider, we      
generally will do so by updating the GLWB Rate Table to show the new version,   
together with any prior versions, the dates each rider version was offered, and 
the specific rates and other terms applicable to each version. Changes to the   
GLWB Rate Table after the date of this prospectus, reflecting a new version of  
the rider, will be made in a supplement to the prospectus.                      

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GLWB RATE TABLE                                                                 

FLEXCHOICE LEVEL                                                                

Offers a steady GLWB Withdrawal Rate and GLWB Lifetime Guarantee Rate           
throughout your lifetime.                                                       

                                                                [Download Table]

     DATE         DATE                ROLLUP RATE    LIFETIME        
    FIRST         LAST      ROLLUP     PERIOD END   WITHDRAWAL       
  AVAILABLE    AVAILABLE     RATE         DATE          AGE          
                                                                     
                                          10th                       
[ - - -]/1/        -      5.00%         Contract     59 1/2          
                                      Anniversary                    


                                                     GLWB LIFETIME   
    MINIMUM         GLWB WITHDRAWAL RATE            GUARANTEE RATE   
    SPOUSAL         (WHEN ACCOUNT VALUE           (WHEN ACCOUNT VALUE
      AGE           IS GREATER THAN $0)            IS REDUCED TO $0) 
                                                                     
                 AGE AT 1ST                   SINGLE        JOINT    
                 WITHDRAWAL    WITHDRAWAL     LIFETIME      LIFETIME 
                  AFTER AGE       RATE        GUARANTEE     GUARANTEE
                   59 1/2                        RATE          RATE  
Your Spouse's                                                        
               59 1/2 to less                                        
Date of Birth                                                        
                               4.00%          4.00%         3.00%    
                   than 65                                           
  may not be                                                         
 more than 10                                                        
 years after     65 to less                                          
                               5.00%          5.00%         4.00%    
 your Date of      than 75                                           
    Birth.                                                           
                 75 to less                                          
                               5.50%          5.50%         4.50%    
                   than 80                                           
                     80+       6.00%          6.00%         5.00%    

FLEXCHOICE EXPEDITE                                                             

Offers a higher GLWB Withdrawal Rate while your Account Value is greater than   
zero and a reduced GLWB Lifetime Guarantee Rate if your Account Value is        
reduced to zero.                                                                

                                                                [Download Table]

                                        ROLLUP                                 
     DATE         DATE                   RATE       LIFETIME                   
    FIRST         LAST      ROLLUP    PERIOD END   WITHDRAWAL       MINIMUM    
  AVAILABLE    AVAILABLE     RATE        DATE          AGE        SPOUSAL AGE  
                                                                               
                                                                 Your Spouse's 
                                                                 Date of Birth 
                                         10th                                  
                                                                  may not be   
[ - - -]/1/        -      5.00%        Contract     59 1/2                     
                                                                 more than 10  
                                      Anniversary                              
                                                               years after your
                                                                Date of Birth. 


    GLWB WITHDRAWAL RATE           GLWB LIFETIME GUARANTEE RATE                
    (WHEN ACCOUNT VALUE                 (WHEN ACCOUNT VALUE                    
    IS GREATER THAN $0)                  IS REDUCED TO $0)                     
                                                                               
                               AGE WHEN                                        
 AGE AT 1ST                                SINGLE        JOINT                 
                               ACCOUNT                                         
 WITHDRAWAL   WITHDRAWAL                   LIFETIME      LIFETIME              
                               VALUE IS                                        
  AFTER AGE      RATE                      GUARANTEE     GUARANTEE             
                              REDUCED TO                                       
   59 1/2                                     RATE          RATE               
                                 ZERO                                          
                                79 or                                          
                                           3.00%         2.00%                 
  59 1/2 to                    younger                                         
              5.00%                                                            
less than 65                                                                   
                             80 or older   3.50%         2.50%                 
                                79 or                                          
                                           4.00%         3.00%                 

 65 to less                    younger                                         
              6.00%                                                            
   than 75                                                                     
                             80 or older   4.50%         3.50%                 
                                79 or                                          
                                           4.50%         3.50%                 
 75 to less                    younger                                         
              6.50%                                                            
   than 80                                                                     
                             80 or older   5.00%         4.00%                 
                                79 or                                          
                                              N/A           N/A                
                               younger                                         
     80+      7.00%                                                            
                             80 or older   5.25%         4.25%                 

(1) The GLWB is currently available for purchase in all states except           
         __________.

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8. PERFORMANCE                                                                  

We periodically advertise subaccount performance relating to the Investment     
Portfolios. We will calculate performance by determining the percentage change  
in the value of an Accumulation Unit by dividing the increase (decrease) for    
that unit by the value of the Accumulation Unit at the beginning of the period. 
This performance number reflects the deduction of the Separate Account product  
charges (including certain death benefit rider charges) and the Investment      
Portfolio expenses. It does not reflect the deduction of any applicable account 
fee, withdrawal charge, or applicable optional rider charges. The deduction of  
these charges would reduce the percentage increase or make greater any          
percentage decrease. Any advertisement will also include total return figures   
which reflect the deduction of the Separate Account product charges (including  
certain death benefit rider charges), account fee, withdrawal charges,          
applicable optional rider charges, and the Investment Portfolio expenses.       

For periods starting prior to the date the contract was first offered, the      
performance will be based on the historical performance of the corresponding    
Investment Portfolios for the periods commencing from the date on which the     
particular Investment Portfolio was made available through the Separate         
Account.                                                                        

In addition, the performance for the Investment Portfolios may be shown for the 
period commencing from the inception date of the Investment Portfolios. These   
figures should not be interpreted to reflect actual historical performance of   
the Separate Account.                                                           

We may, from time to time, include in our advertising and sales materials       
performance information for funds or investment accounts related to the         
Investment Portfolios and/or their investment advisers or subadvisers. Such     
related performance information also may reflect the deduction of certain       
contract charges. We may also include in our advertising and sales materials    
tax deferred compounding charts and other hypothetical illustrations, which may 
include comparisons of currently taxable and tax deferred investment programs,  
based on selected tax brackets.                                                 

We may advertise the living benefit and death benefit riders using              
illustrations showing how the benefit works with historical performance of      
specific Investment Portfolios or with a hypothetical rate of return (which     
rate will not exceed 12%) or a combination of historical and hypothetical       
returns. These illustrations will reflect the deduction of all applicable       
charges including the portfolio expenses of the underlying Investment           
Portfolios.                                                                     

You should know that for any performance we illustrate, future performance will 
vary and results shown are not necessarily representative of future results.    

9. DEATH BENEFIT                                                                

UPON YOUR DEATH                                                                 

If you die during the Accumulation Phase, we will pay a death benefit to your   
Beneficiary (or Beneficiaries). The Principal Protection is the standard death  
benefit for your contract. At the time you purchase the contract, depending on  
availability in your state, you can select the optional Annual Step-Up Death    
Benefit rider or the EDB Max V rider. At the time you purchase the contract,    
depending on availability in your state, you can select the GLWB Death Benefit  
if you have selected the optional Guaranteed Lifetime Withdrawal Benefit (GLWB) 
living benefit rider (see "Living Benefits - Guaranteed Lifetime Withdrawal     
Benefit"). You can also select the Additional Death Benefit - Earnings          
Preservation Benefit, either individually or with the Annual Step-Up Death      
Benefit rider. If you are age 79 or younger at the effective date of your       
contract, you may select the Annual Step-Up Death Benefit rider or the Earnings 
Preservation Benefit. If you are age 72 or younger at the effective date of     
your contract, you may select the EDB Max V rider. The EDB Max V rider is       
currently available for purchase in all states. The EDB Max IV, EDB Max III,    
EDB Max II, Enhanced Death Benefit III, Enhanced Death Benefit II, and          
Compounded-Plus Death Benefit riders are not available for purchase.            

The EDB Max V rider may only be elected if you have elected the GMIB Max V      
rider. The EDB Max IV rider could only be elected if you elected the GMIB Max   
IV rider. The EDB Max III rider could only be elected if you elected the GMIB   
Max III rider. The EDB Max II rider could only be elected if you elected the    
GMIB Max II rider. The Enhanced Death Benefit III rider could only be elected   
if you elected the GMIB Plus IV rider. The Enhanced Death Benefit II rider      
could only be elected if you elected the GMIB Plus III rider. The Earnings      
Preservation Benefit may not be elected with an Enhanced Death Benefit rider    
(EDB Max V, EDB Max IV, EDB Max III, EDB Max II, Enhanced Death Benefit III,    
Enhanced Death Benefit II). The Earnings Preservation Benefit rider could be    
elected with the Compounded-Plus Death Benefit rider. You may only select       

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the GLWB Death Benefit if you have also selected the optional GLWB rider.       

The death benefits are described below. There may be versions of each rider     
that vary by issue date and state availability. In addition, a version of a     
rider may become available (or unavailable) in different states at different    
times. Please check with your registered representative regarding which         
version(s) are available in your state. If you have already been issued a       
contract, please check your contract and riders for the specific provisions     
applicable to you.                                                              

The death benefit is determined as of the end of the Business Day on which we   
receive both due proof of death and an election for the payment method. Until   
the Beneficiary (or the first Beneficiary if there are multiple Beneficiaries)  
submits the necessary documentation in Good Order, the Account Value            
attributable to his/her portion of the death benefit remains in the Investment  
Portfolios and is subject to investment risk.                                   

Where there are multiple Beneficiaries, the death benefit will only be          
determined as of the time the first Beneficiary submits the necessary           
documentation in Good Order. If the death benefit payable is an amount that     
exceeds the Account Value on the day it is determined, we will apply to the     
contract's Account Value an amount equal to the difference between the death    
benefit payable and the Account Value, in accordance with the current           
allocation of the Account Value. The remaining death benefit amounts are held   
in the Investment Portfolios until each of the other Beneficiaries submits the  
necessary documentation in Good Order to claim his/her death benefit (see       
"General Death Benefit Provisions" below) and are subject to investment risk    
until we receive his/her necessary documentation.                               

If you have a Joint Owner, the death benefit will be paid when the first Owner  
dies. Upon the death of either Owner, the surviving Joint Owner will be the     
primary Beneficiary. Any other Beneficiary designation will be treated as a     
contingent Beneficiary, unless instructed otherwise.                            

If a non-natural person owns the contract, the Annuitant will be deemed to be   
the Owner in determining the death benefit. If there are Joint Owners, the age  
of the older Owner will be used to determine the death benefit amount.          

If we are presented with notification of your death before any requested        
transaction is completed (including transactions under a dollar cost averaging  
program, the Automatic Rebalancing Program, the Systematic Withdrawal Program,  
or the Automated Required Minimum Distribution Program), we will cancel the     
request. As described above, the death benefit will be determined when we       
receive both due proof of death and an election for the payment method.         

ENHANCED DEATH BENEFIT AND DECEDENT CONTRACTS                                   

If you are purchasing this contract with a nontaxable transfer of the death     
benefit proceeds of any annuity contract or IRA (or any other tax-qualified     
arrangement) of which you were the Beneficiary and you are "stretching" the     
distributions under the IRS required distribution rules, you may not purchase   
an Enhanced Death Benefit rider.                                                

STANDARD DEATH BENEFIT - PRINCIPAL PROTECTION                                   

The death benefit will be the greater of:                                       

(1)    the Account Value; or                                                    

(2)    total Purchase Payments, reduced proportionately by the percentage       
reduction in Account Value attributable to each partial withdrawal    
(including any applicable withdrawal charge).                         

If the Owner is a natural person and the Owner is changed to someone other than 
a spouse, the death benefit amount will be determined as defined above;         
however, subsection (2) will be changed to provide as follows: "the Account     
Value as of the effective date of the change of Owner, increased by Purchase    
Payments received after the date of the change of Owner, reduced                
proportionately by the percentage reduction in Account Value attributable to    
each partial withdrawal (including any applicable withdrawal charge) made after 
such date."                                                                     

In the event that a Beneficiary who is the spouse of the Owner elects to        
continue the contract in his or her name after the Owner dies, the death        
benefit amount under the Principal Protection death benefit will be determined  
in accordance with (1) or (2) above.                                            

(See Appendix H for examples of the Principal Protection death benefit rider.)  

OPTIONAL DEATH BENEFIT - ANNUAL STEP-UP                                         

You may select the Annual Step-Up death benefit rider if you are age 79 or      
younger at the effective date of your contract. If you select the Annual        
Step-Up death benefit rider, the death benefit will be the greatest of:         

(1)    the Account Value; or                                                    

(2)    total Purchase Payments, reduced proportionately by                      

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the percentage reduction in Account Value attributable to each partial
withdrawal (including any applicable withdrawal charge); or           

(3)    the highest anniversary value, as defined below.                         

On the date we issue your contract, the highest anniversary value is equal to   
your initial Purchase Payment. Thereafter, the highest anniversary value (as    
recalculated) will be increased by subsequent Purchase Payments and reduced     
proportionately by the percentage reduction in Account Value attributable to    
each subsequent partial withdrawal (including any applicable withdrawal         
charge). On each contract anniversary prior to your 81st birthday, the highest  
anniversary value will be recalculated and set equal to the greater of the      
highest anniversary value before the recalculation or the Account Value on the  
date of the recalculation.                                                      

If the Owner is a natural person and the Owner is changed to someone other than 
a spouse, the death benefit is equal to the greatest of (1), (2) or (3);        
however, for purposes of calculating (2) and (3) above:                         

o  Subsection (2) is changed to provide: "The Account Value as of the effective 
    date of the change of Owner, increased by Purchase Payments received after
    the date of change of Owner, and reduced proportionately by the percentage
reduction in Account Value attributable to each partial withdrawal    
(including any applicable withdrawal charge) made after such date."   

o  For subsection (3), the highest anniversary value will be recalculated to    
   equal your Account Value as of the effective date of the change of Owner.
Thereafter, the highest anniversary value (as recalculated) will be   
  increased by subsequent Purchase Payments and reduced proportionately by
   the percentage reduction in Account Value attributable to each subsequent
  partial withdrawal (including any applicable withdrawal charge). On each
contract anniversary prior to the Owner's 81st birthday, the highest  
    anniversary value will be recalculated and set equal to the greater of the
    highest anniversary value before the recalculation or the Account Value on
the date of the recalculation.                                        

In the event that a Beneficiary who is the spouse of the Owner elects to        
continue the contract in his or her name after the Owner dies, the death        
benefit amount under the Annual Step-Up death benefit is equal to the greatest  
of (1), (2) or (3).                                                             

(See Appendix H for examples of the Annual Step-Up death benefit rider.)        

OPTIONAL DEATH BENEFIT - ENHANCED DEATH BENEFIT (EDB)                           

In states where approved, you may select the Enhanced Death Benefit (EDB) rider 
(subject to investment allocation restrictions) if you are age 72 or younger    
(for EDB Max V), or age 75 or younger (for all other versions of the EDB), at   
the effective date of your contract. If you select the EDB rider, you may not   
select the Additional Death Benefit-Earnings Preservation Benefit. The EDB      
rider is referred to in your contract and rider as the "Guaranteed Minimum      
Death Benefit" or GMDB.                                                         

EDB VERSIONS MUST BE ELECTED WITH CORRESPONDING GMIB RIDERS. Each version of    
the EDB rider may only be elected if you have elected the corresponding GMIB    
rider:                                                                          

o  EDB Max V may only be elected with GMIB Max V;                               

o  EDB Max IV could only have been elected with GMIB Max IV;                    

o  EDB Max III could only have been elected with GMIB Max III;                  

o  EDB Max II could only have been elected with GMIB Max II;                    

o  EDB III could only have been elected with GMIB Plus IV; and                  

o  EDB II could only have been elected with GMIB Plus III.                      

You should understand that by electing both a GMIB rider and an EDB rider, you  
will be paying for and receiving both an income benefit and a death benefit and 
the cost of the combined riders will be higher than the cost of either a GMIB   
rider or other available death benefit riders individually. Please note that    
other standard or optional death benefit riders are available under this        
contract that are not required to be purchased in combination with a GMIB       
rider. You should also understand that once GMIB                                

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Annuity Payments begin under a GMIB rider, the EDB rider will be terminated.    

SUMMARY OF THE EDB                                                              

THE FOLLOWING SECTION PROVIDES A SUMMARY OF HOW THE EDB WORKS. A MORE DETAILED  
EXPLANATION OF THE OPERATION OF THE EDB IS PROVIDED, IN THE SECTION BELOW       
CALLED "OPERATION OF THE EDB."                                                  

Under the EDB, we calculate a "Death Benefit Base" that, if greater than the    
Account Value at the time the death benefit is calculated, determines the death 
benefit amount. The Death Benefit Base provides protection against adverse      
investment experience. It guarantees that the death benefit will not be less    
than the greater of: (1) the highest Account Value on any anniversary (adjusted 
for withdrawals), or (2) the amount of your initial investment (adjusted for    
withdrawals), accumulated at the Annual Increase Rate.                          

DIFFERENT VERSIONS OF THE EDB. From time to time, we introduce new versions of  
the EDB. Each version of the EDB we have offered with this contract, and the    
versions we may currently be offering (if any), are listed in the "EDB Rate     
Table" immediately following the "Operation of the EDB" section below. The      
principal differences between the different versions of the EDB described in    
this prospectus are the items listed in the EDB Rate Table and the Investment   
Portfolios to which you are permitted to allocate Account Value while the EDB   
rider is in effect (see "Operation of the EDB - Investment Allocation           
Restrictions").                                                                 

(See Appendix H for examples illustrating the operation of the EDB.)            

OPERATION OF THE EDB                                                            

The following section describes how the EDB operates. When reading the          
following descriptions of the operation of the EDB (for example, the "Annual    
Increase Rate" and "Dollar-for-Dollar Withdrawal Percentage" sections), refer   
to the EDB Rate Table below for the specific rates and other terms applicable   
to your version of the EDB.                                                     

If you select an EDB rider, the amount of the death benefit will be the greater 
of:                                                                             

(1)    the Account Value; or                                                    

(2)    the Death Benefit Base.                                                  

DEATH BENEFIT BASE. The DEATH BENEFIT BASE is the greater of (a) or (b) below.  

(a)    Highest Anniversary Value: On the date we issue your contract, the       
"Highest Anniversary Value" is equal to your initial Purchase Payment.
   Thereafter, the Highest Anniversary Value will be increased by subsequent
   Purchase Payments and reduced proportionately by the percentage reduction
  in Account Value attributable to each partial withdrawal. The percentage
reduction in Account Value is the dollar amount of the withdrawal     
   (including any applicable withdrawal charge) divided by the Account Value
   immediately preceding such withdrawal. On each contract anniversary prior
to the Owner's 81st birthday, the Highest Anniversary Value will be   
   recalculated to equal the greater of the Highest Anniversary Value before
  the recalculation or the Account Value on the date of the recalculation.

The Highest Anniversary Value does not change after the contract anniversary    
immediately preceding the Owner's 81st birthday, except that it is increased    
for each subsequent Purchase Payment and reduced proportionally by the          
percentage reduction in Account Value attributable to each subsequent           
withdrawal (including any applicable withdrawal charge).                        

(b)    Annual Increase Amount: On the date we issue your contract, the "Annual  
  Increase Amount" is equal to your initial Purchase Payment. All Purchase
   Payments received within 120 days of the date we issue your contract will
be treated as part of the initial Purchase Payment for this purpose.  
  Thereafter, the Annual Increase Amount is equal to (i) less (ii), where:

(i)    is Purchase Payments accumulated at the annual increase rate (as 
  defined below) from the date the Purchase Payment is made; and

(ii)    is withdrawal adjustments (as defined below) accumulated at the 
annual increase rate.                                       

The Highest Anniversary Value and Annual Increase Amount are calculated         
independently of each other. When the Highest Anniversary Value is recalculated 
and set equal to the Account Value, the Annual Increase Amount is not set equal 
to the Account Value. See "Optional Step-Up" below for a feature that can be    
used to reset the Annual Increase Amount to the Account Value.                  

The Annual Increase Amount does not change after the contract anniversary       
immediately preceding the Owner's 91st birthday, except that it is increased    
for each                                                                        

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subsequent Purchase Payment and reduced by the withdrawal adjustments described 
below.                                                                          

ANNUAL INCREASE RATE. As noted above, we calculate a Death Benefit Base under   
the EDB rider that helps determine the amount of the death benefit. One of the  
factors used in calculating the Death Benefit Base is called the "annual        
increase rate."                                                                 

Through the contract anniversary immediately prior to the Owner's 91st          
birthday, the annual increase rate is the greater of:                           

(a)    the EDB Annual Increase Rate; or                                         

(b)    the Required Minimum Distribution Rate (as defined below).               

Item (b) only applies to IRAs and other contracts subject to Section 401(a)(9)  
of the Internal Revenue Code.                                                   

REQUIRED MINIMUM DISTRIBUTION RATE. The Required Minimum Distribution Rate      
equals the greater of:                                                          

(1) the required minimum distribution amount for the previous calendar year or  
for this calendar year (whichever is greater), divided by the Annual
Increase Amount at the beginning of the Contract Year;              

(2a) if you enroll only in the Automated Required Minimum Distribution Program, 
----                                      
the total withdrawals during the Contract Year under the Automated
   Required Minimum Distribution Program, divided by the Annual Increase
Amount at the beginning of the Contract Year; or                  

(2b)    if you enroll in both the Systematic Withdrawal Program and the         
----                          
Automated Required Minimum Distribution Program, the total withdrawals
  during the Contract Year under (i) the Systematic Withdrawal Program (up
to a maximum of the EDB Annual Increase Rate multiplied by the Annual 
Increase Amount at the beginning of the Contract Year) and (ii) the   
   Automated Required Minimum Distribution Program (which can be used to pay
 out any amount above the Systematic Withdrawal Program withdrawals that
   must be withdrawn to fulfill minimum distribution requirements at the end
of the calendar year), divided by the Annual Increase Amount at the   
beginning of the Contract Year.                                       

On the first contract anniversary, "at the beginning of the Contract Year"      
means on the issue date; on a later contract anniversary, "at the beginning of  
the Contract Year" means on the prior contract anniversary.                     

See "Use of Automated Required Minimum Distribution Program and Systematic      
Withdrawal Program With EDB" below for more information on the Automated        
Required Minimum Distribution Program and the Systematic Withdrawal Program.    

If item (b) above (the Required Minimum Distribution Rate) is greater than item 
(a) above (the EDB Annual Increase Rate), and your total withdrawals during a   
Contract Year, divided by the Annual Increase Amount at the beginning of the    
Contract Year, exceed the Required Minimum Distribution Rate, the Required      
------                                            
Minimum Distribution Rate is not used to calculate the Annual Increase Rate,    
and the Annual Increase Rate will be reduced to the EDB Annual Increase Rate    
(item (a) above). Therefore, the Annual Increase Rate for that Contract Year    
will be lower than the Required Minimum Distribution Rate, which could have the 
effect of reducing the value of the death benefit under the EDB.                

After the contract anniversary immediately prior to the Owner's 91st birthday,  
the annual increase rate is 0%.                                                 

DOLLAR-FOR-DOLLAR WITHDRAWAL PERCENTAGE. One of the factors used in calculating 
withdrawal adjustments is called the "Dollar-for-Dollar Withdrawal Percentage." 
The Dollar-for-Dollar Withdrawal Percentage is the greater of:                  

(a)    the EDB Dollar-for-Dollar Withdrawal Rate; or                            

(b)    the Required Minimum Distribution Rate (as defined above under "Annual   
Increase Rate").                                                      

Item (b) only applies to IRAs and other contracts subject to Section 401(a)(9)  
of the Internal Revenue Code.                                                   

After the contract anniversary immediately prior to the Owner's 91st birthday,  
the Dollar-for-Dollar Withdrawal Percentage is 0%.                              

For EDB Max IV only, the EDB Dollar-for-Dollar Withdrawal Rate, and therefore   
-------------------                                                             
the Dollar-for-Dollar Withdrawal Percentage, will be higher if you wait to take 
your first withdrawal after a certain number of Contract Years. Once it is      
determined by the timing of the first withdrawal, the EDB Dollar-for-Dollar     
Withdrawal Rate will never increase or decrease. A HIGHER DOLLAR-FOR-DOLLAR     
WITHDRAWAL PERCENTAGE ALLOWS YOU TO WITHDRAW A LARGER AMOUNT EACH CONTRACT YEAR 
WHILE RECEIVING DOLLAR-FOR-DOLLAR TREATMENT OF THE WITHDRAWALS RATHER THAN A    
PROPORTIONAL ADJUSTMENT. As discussed below, depending on the relative amounts  
of the Annual Increase Amount and the                                           

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Account Value, a "dollar-for-dollar treatment" withdrawal adjustment may be     
more favorable than a "proportional reduction" withdrawal adjustment.           

WITHDRAWAL ADJUSTMENTS. Withdrawal adjustments in a Contract Year are           
determined according to (a) or (b):                                             

(a)    proportional reduction: (1) if total withdrawals in a Contract Year are  
----------------------                                            
  greater than the Annual Increase Amount at the beginning of the Contract
    Year multiplied by the Dollar-for-Dollar Withdrawal Percentage (as defined
above); or (2) if the withdrawals occur on or after the contract      
anniversary immediately prior to your 91st birthday; or (3) if the    
  withdrawals are not paid to you (or to the Annuitant, if the contract is
owned by a non-natural person) or to another payee we agree to, the   
   withdrawal adjustment for each withdrawal in a Contract Year is the value
of the Annual Increase Amount immediately prior to the withdrawal     
    multiplied by the percentage reduction in Account Value attributed to that
withdrawal (including any applicable withdrawal charge); or           

(b)    dollar-for-dollar treatment: (1) if total withdrawals in a Contract Year 
---------------------------                                       
 are not greater than the Annual Increase Amount at the beginning of the
  Contract Year multiplied by the Dollar-for-Dollar Withdrawal Percentage;
  (2) if the withdrawals occur before the contract anniversary immediately
   prior to your 91st birthday; and (3) if these withdrawals are paid to you
    (or to the Annuitant, if the contract is owned by a non-natural person) or
 to another payee we agree to, the total withdrawal adjustments for that
   Contract Year will be set equal to the dollar amount of total withdrawals
   (including any applicable withdrawal charge) in that Contract Year. These
withdrawal adjustments will be treated as though the corresponding    
withdrawals occurred at the end of that Contract Year.                

As described in (a) immediately above, if in any Contract Year you take         
cumulative withdrawals that exceed the Annual Increase Amount at the beginning  
of the Contract Year multiplied by the Dollar-for-Dollar Withdrawal Percentage, 
the Annual Increase Amount will be reduced in the same proportion that the      
entire withdrawal (including any applicable withdrawal charge) reduced the      
Account Value. DEPENDING ON THE RELATIVE AMOUNTS OF THE ANNUAL INCREASE AMOUNT  
AND THE ACCOUNT VALUE, SUCH A PROPORTIONAL REDUCTION MAY RESULT IN A            
SIGNIFICANT REDUCTION IN THE ANNUAL INCREASE AMOUNT (PARTICULARLY WHEN THE      
ACCOUNT VALUE IS LOWER THAN THE ANNUAL INCREASE AMOUNT), AND COULD HAVE THE     
EFFECT OF REDUCING OR ELIMINATING THE VALUE OF THE DEATH BENEFIT UNDER THE EDB  
RIDER. Complying with the three conditions described in (b) immediately above   
(including limiting your cumulative withdrawals during a Contract Year to not   
more than the Annual Increase Amount at the beginning of the Contract Year      
multiplied by the Dollar-for-Dollar Withdrawal Percentage) will result in       
dollar-for-dollar treatment of the withdrawals.                                 

Example:                                                                        
-------                                                                         

o  Dollar-for-Dollar withdrawals reduce the Annual Increase Amount by the same  
 dollar amount as the withdrawal amount. For example, if you owned a EDB
   rider with a 4.5% EDB Dollar-for-Dollar Withdrawal Rate and took a $4,500
    withdrawal in the first contract year, the withdrawal will reduce both the
Account Value and Annual Increase Amount by $4,500.                   

o  Proportionate withdrawals reduce the Annual Increase Amount by the same      
   proportion that the withdrawal reduced the Account Value. For example, if
  you took a withdrawal during the first Contract Year equal to 10% of the
   Account Value, that withdrawal will reduce both the Account Value and the
Annual Increase Amount by 10% in that year.                           

TAXES. Withdrawals of taxable amounts will be subject to ordinary income tax    
and, if made prior to age 59 1/2, a 10% federal tax penalty may apply.          

OPTIONAL STEP-UP. On each contract anniversary as permitted, you may elect to   
reset the Annual Increase Amount to the Account Value. An Optional Step-Up may  
be beneficial if your Account Value has grown at a rate above the EDB Annual    
Increase Rate. As described below, an Optional Step-Up resets the Annual        
Increase Amount to the Account Value. After an Optional Step-Up, the annual     
increase rate will be applied to the new, higher Annual Increase Amount and     
therefore the amount that may be withdrawn without reducing the Annual Increase 
Amount on a proportionate basis will increase. HOWEVER, IF YOU ELECT TO RESET   
THE ANNUAL INCREASE AMOUNT, WE MAY RESET THE RIDER CHARGE TO A RATE THAT DOES   
NOT EXCEED THE LOWER OF: (A) THE MAXIMUM OPTIONAL STEP-UP CHARGE OR (B) THE     
CURRENT RATE                                                                    

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THAT WE WOULD CHARGE FOR THE SAME RIDER AVAILABLE FOR NEW CONTRACT PURCHASES AT 
THE TIME OF THE OPTIONAL STEP-UP.                                               

An Optional Step-Up is permitted only if: (1) the Account Value exceeds the     
Annual Increase Amount immediately before the reset; and (2) the Owner (or      
older Joint Owner, or the Annuitant if the contract is owned by a non-natural   
person) is not older than age 80 on the date of the Optional Step-Up. If your   
contract has both a GMIB rider and an EDB rider, and you would like to elect an 
Optional Step-Up, you must elect an Optional Step-Up for both riders. You may   
not elect an Optional Step-Up for only one of the two riders. Upon the Optional 
Step-Up, we may reset the rider charge, as described above, on one or both      
riders.                                                                         

You may elect either: (1) a one-time Optional Step-Up at any contract           
anniversary provided the above requirements are met, or (2) Optional Step-Ups   
to occur under the Automatic Annual Step-Up. If you elect Automatic Annual      
Step-Ups, on any contract anniversary while this election is in effect, the     
Annual Increase Amount will reset to the Account Value automatically, provided  
the above requirements are met. The same conditions described above will apply  
to each Automatic Step-Up. You may discontinue this election at any time by     
notifying us in writing, at our Annuity Service Center (or by any other method  
acceptable to us), at least 30 days prior to the contract anniversary on which  
a reset may otherwise occur. Otherwise, it will remain in effect through the    
seventh contract anniversary following the date you make this election, at      
which point you must make a new election if you want Automatic Annual Step-Ups  
to continue. If you discontinue or do not re-elect the Automatic Annual Step-   
Ups, no Optional Step-Up will occur automatically on any subsequent contract    
anniversary unless you make a new election under the terms described above. (If 
you discontinue Automatic Annual Step-Ups, the rider (and the rider charge)     
will continue, and you may choose to elect a one time Optional Step-Up or       
reinstate Automatic Annual Step-Ups as described above.)                        

We must receive your request to exercise the Optional Step-Up in writing, at    
our Annuity Service Center, or any other method acceptable to us. We must       
receive your request prior to the contract anniversary for an Optional Step-Up  
to occur on that contract anniversary.                                          

Each Optional Step-Up:                                                          

(1)    resets the Annual Increase Amount to the Account Value on the contract   
anniversary following the receipt of an Optional Step-Up election;    

(2)    may reset the rider charge to a rate that does not exceed the lower of:  
 (a) the Maximum Optional Step-Up Charge (1.50%) or (b) the current rate
that we would charge for the same rider available for new contract    
purchases at the time of the Optional Step-Up.                        

In the event that the charge applicable to contract purchases at the time of    
the step-up is higher than your current rider charge, you will be notified in   
writing a minimum of 30 days in advance of the applicable contract anniversary  
and be informed that you may choose to decline the Automatic Annual Step-Up. If 
you decline the Automatic Annual Step-Up, you must notify us in accordance with 
our Administrative Procedures (currently we require you to submit your request  
in writing to our Annuity Service Center no less than seven calendar days prior 
to the applicable contract anniversary). Once you notify us of your decision to 
decline the Automatic Annual Step-Up, you will no longer be eligible for future 
Automatic Annual Step-Ups until you notify us in writing to our Annuity Service 
Center that you wish to reinstate the Automatic Annual Step-Ups. This           
reinstatement will take effect at the next contract anniversary after we        
receive your request for reinstatement.                                         

On the date of the Optional Step-Up, the Account Value on that day will be      
treated as a single Purchase Payment received on the date of the step-up for    
purposes of determining the Annual Increase Amount after the reset. All         
Purchase Payments and withdrawal adjustments previously used to calculate the   
Annual Increase Amount will be set equal to zero on the date of the Optional    
Step-Up.                                                                        

INVESTMENT ALLOCATION RESTRICTIONS. For a detailed description of the           
investment allocation restrictions for your version of the EDB, see the         
applicable subsection of "Purchase - Investment Allocation Restrictions for     
Certain Riders."                                                                

RESTRICTIONS ON SUBSEQUENT PURCHASE PAYMENTS. For a detailed description of the 
restrictions or potential                                                       

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restrictions on subsequent Purchase Payments that may apply for your version of 
the EDB, see the applicable subsection of "Purchase - Investment Allocation     
Restrictions for Certain Riders."                                               

TERMINATING THE EDB RIDER. Except as otherwise provided in the EDB rider, the   
rider will terminate upon the earliest of:                                      

a)    The date you make a total withdrawal of your Account Value (a pro 
rata portion of the rider charge will be assessed);         

b)    The date there are insufficient funds to deduct the rider charge  
from your Account Value;                                    

  c)    The date you elect to receive Annuity Payments under the contract (a
pro rata portion of the rider charge will be assessed);     

  d)    A change of the Owner or Joint Owner (or the Annuitant, if the Owner
         is a non-natural person), subject to our administrative procedures (a
pro rata portion of the rider charge will be assessed);     

e)    The date you assign your contract (a pro rata portion of the rider
charge will be assessed);                                   

f)    The date the death benefit amount is determined (excluding the    
     determination of the death benefit under the spousal continuation
option); or                                                 

g)    Termination of the contract to which this rider is attached.      

Under our current administrative procedures, we will waive the termination of   
the EDB rider if you assign a portion of the contract under the following       
limited circumstances: if the assignment is solely for your benefit on account  
of your direct transfer of Account Value under Section 1035 of the Internal     
Revenue Code to fund premiums for a long term care insurance policy or Purchase 
Payments for an annuity contract issued by an insurance company which is not    
our affiliate and which is licensed to conduct business in any state. All such  
direct transfers are subject to any applicable withdrawal charges.              

USE OF AUTOMATED REQUIRED MINIMUM DISTRIBUTION PROGRAM AND SYSTEMATIC           
WITHDRAWAL PROGRAM WITH EDB                                                     

For IRAs and other contracts subject to Section 401(a)(9) of the Internal       
Revenue Code, you may be required to take withdrawals to fulfill minimum        
distribution requirements generally beginning at age 70 1/2.                    

Used with the EDB rider, our Automated Required Minimum Distribution Program    
can help you fulfill minimum distribution requirements with respect to your     
contract without reducing the Death Benefit Base on a proportionate basis.      
(Reducing the Death Benefit Base on a proportionate basis could have the effect 
of reducing or eliminating the value of death benefit provided by the EDB       
rider.) The Automated Required Minimum Distribution Program calculates minimum  
distribution requirements with respect to your contract and makes payments to   
you on a monthly, quarterly, semi-annual or annual basis.                       

Alternatively, you may choose to enroll in both the Automated Required Minimum  
Distribution Program and the Systematic Withdrawal Program (see "Access to Your 
Money - Systematic Withdrawal Program"). In order to avoid taking withdrawals   
that could reduce the Death Benefit Base on a proportionate basis, withdrawals  
under the Systematic Withdrawal Program should not exceed the EDB               
Dollar-for-Dollar Withdrawal Rate at the beginning of the Contract Year. Any    
amounts above the EDB Dollar-for-Dollar Withdrawal Rate that need to be         
withdrawn to fulfill minimum distribution requirements can be paid out at the   
end of the calendar year by the Automated Required Minimum Distribution         
Program. For example, if you elect the EDB, enroll in the Systematic Withdrawal 
Program, and elect to receive monthly payments equal to the EDB                 
Dollar-for-Dollar Withdrawal Rate multiplied by the Annual Increase Amount, you 
should also enroll in the Automated Required Minimum Distribution Program and   
elect to receive your Automated Required Minimum Distribution Program payment   
on an annual basis, after the Systematic Withdrawal Program monthly payment in  
December.                                                                       

If you enroll in either the Automated Required Minimum Distribution Program or  
both the Automated Required Minimum Distribution Program and the Systematic     
Withdrawal Program, you should not make additional withdrawals outside the      
programs. Additional withdrawals may result in the Death Benefit Base being     
reduced on a proportionate basis, and have the effect of reducing or            
eliminating the value of the death benefit provided by the EDB rider.           

To enroll in the Automated Required Minimum Distribution Program and/or the     
Systematic Withdrawal Program, please contact our Annuity Service Center.       

THE EDB RIDER AND ANNUITIZATION. Since the Annuity Date at the time you         
purchase the contract is the later of                                           

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age 90 of the Annuitant or 10 years from contract issue, you must make an       
election if you would like to extend your Annuity Date to the latest date       
permitted (subject to restrictions that may apply in your state, restrictions   
imposed by your selling firm, and our current established administrative        
procedures). If you elect to extend your Annuity Date to the latest date        
permitted, and that date is reached, your contract must be annuitized (see      
"Annuity Payments (The Income Phase)"), or you must make a complete withdrawal  
of your Account Value. Generally, once your contract is annuitized, you are     
ineligible to receive the death benefit selected. However, for contracts        
purchased with an EDB rider, if you annuitize at the latest date permitted, you 
must elect one of the following options:                                        

(1)    Annuitize the Account Value under the contract's annuity         
provisions; or                                              

 (2)    Elect to receive annuity payments determined by applying the Death
      Benefit Base to the greater of the guaranteed Annuity Option rates
    for this contract at the time of purchase or the current Annuity
        Option rates applicable to this class of contract. If you die before
        the complete return of the Death Benefit Base, your Beneficiary will
receive a lump sum equal to the death benefit determined at 
  annuitization less Annuity Payments already paid to the Owner.

If you fail to select one of the above options, we will annuitize your contract 
under the Life with 10 Years of Annuity Payments Guaranteed Annuity Option,     
unless the payment under option (2) above is greater, in which case we will     
apply option (2) to your contract.                                              

EDB RATE TABLE                                                                  

USING THE EDB RATE TABLE. The EDB Rate Table indicates the date each version    
was first offered ("Date Introduced"). Only one version is offered in each      
state, currently. When a new version of the EDB is introduced, it generally     
will replace the prior version once approved in a state. However, some states   
may take more time than others to approve the new version; in addition, certain 
broker-dealers may not offer a new version on the first date it is introduced.  

If you have already purchased a contract, to determine which version of the EDB 
(if any) you purchased with your contract, you should refer to the copy of the  
contract you received after you purchased it. If you would like another copy of 
your contract, including any applicable EDB rider, please call our Annuity      
Service Center at (800) 343-8496. If you are purchasing a contract, to          
determine which version of the rider is currently being offered in your state,  
you should ask your registered representative.                                  

If we introduce a new version of the rider, we generally will do so by updating 
the EDB Rate Table. Changes to the EDB Rate Table after the date of this        
prospectus, reflecting a new version of the rider, will be made in a supplement 
to the prospectus.                                                              

The EDB Rate Table lists the following for each version of the EDB:             

o  the EDB Annual Increase Rate, which is the minimum rate at which the Annual  
------------------------                                          
   Increase Amount is increased at each Contract Anniversary (see "Operation
of the EDB-Income Base");                                             

o  the EDB Dollar-for-Dollar Withdrawal Rate: in each Contract Year, if you     
-------------------------------------                             
  make withdrawals that do not exceed the EDB Dollar-for-Dollar Withdrawal
Rate multiplied by the Annual Increase Amount at the beginning of the 
    Contract Year, those withdrawals will reduce the Annual Increase Amount on
  a dollar-for-dollar basis instead of a proportionate basis. That is, the
  withdrawals will reduce the Annual Increase Amount by an amount equal to
the dollar amount of the withdrawals, instead of reducing the Annual  
 Increase Amount in the same proportion that the withdrawals reduced the
Account Value. (Reducing the Annual Increase Amount on a proportional 
   basis may have a significant negative impact on the value of the benefits
available under the EDB - see "Operation of the EDB-Withdrawal        
    Adjustments.") For IRAs and other Qualified Contracts, also see "Operation
of the EDB-Required Minimum Distribution Rate."                       

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EDB RATE TABLE                                                                  

                                                                [Download Table]

                   EDB                                            
                  ANNUAL                      EDB                 
    EDB          INCREASE         DOLLAR-FOR-DOLLAR WITHDRAWAL    
   RIDER           RATE                       RATE                
                                                                  
EDB Max V/1/    4.0%      4.0%                                    
                            4.5% if first withdrawal prior to 5th 
                          contract anniversary/2/ or 5.0% if first
 EDB Max IV     5.0%                                              
                             withdrawal on or after 5th contract  
                                       anniversary/2/             
EDB Max III     5.0%      5.0%                                    
 EDB Max II     5.5%      5.5%                                    
  EDB III       4.5%      4.5%                                    
   EDB II       5.0%      5.0%                                    

--------                                                                        

(1) The EDB Max V rider is currently available for purchase in all states.      

(2) For EDB Max IV only, the EDB Dollar-for-Dollar Withdrawal Rate, and         
-------------------                                                     
therefore the Dollar-for-Dollar Withdrawal Percentage, will be higher if you    
wait to take your first withdrawal on or after the fifth contract anniversary.  
A higher Dollar-for-Dollar Withdrawal Percentage allows you to withdraw a       
larger amount each Contract Year while receiving dollar-for-dollar treatment of 
the withdrawals, which is generally more favorable than a proportional          
adjustment. Under certain circumstances a proportional adjustment could have    
the effect of reducing or eliminating the value of the death benefit under EDB  
Max IV (see "Operation of the EDB-Withdrawal Adjustments").                     

EDB VERSION AVAILABILITY BY STATE                                               

                                                        [Enlarge/Download Table]

                  ALL STATES                                                                                    
   RIDER          EXCEPT FL,                                                                                    
  VERSION         NV, NJ, OR            FLORIDA             NEVADA            NEW JERSEY            OREGON      
                                                                                                                
 EDB Max V   02/04/13 - current  02/25/13 - current  02/25/13 - current  02/25/13 - current   02/04/13 - current
                 08/20/12 -          08/20/12 -          11/12/12 -          11/19/12 -                         
 EDB Max IV                                                                                  11/12/12 - 02/03/13
                  02/03/13            02/24/13            02/24/13            02/24/13                          
                 01/03/12 -          01/03/12 -          02/27/12 -          01/03/12 -                         
EDB Max III                                                                                  01/03/12 - 11/09/12
                  08/17/12            08/17/12            11/09/12            11/16/12                          
                 10/10/11 -          10/10/11 -                              10/10/11 -                         
 EDB Max II                                                  N/A                                     N/A        
                  12/30/11            12/30/11                                12/30/11                          
                 10/10/11 -          10/10/11 -                              10/10/11 -                         
  EDB III                                                    N/A                                     N/A        
                  02/24/12            02/24/12                                02/24/12                          
                                                         10/10/11 -                                             
   EDB II            N/A                 N/A                                     N/A                 N/A        
                                                          02/24/12                                              

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GLWB DEATH BENEFIT                                                              

In states where approved, you may select the GLWB Death Benefit when you select 
the optional Guaranteed Lifetime Withdrawal Benefit (GLWB) rider if you are at  
least age 50 and not older than age 65 at the effective date of your contract.  
If you select the GLWB Death Benefit, you also receive the Standard Death       
Benefit - Principal Protection. The GLWB Death Benefit is currently available   
for purchase in all states except __________.                                   

Under the GLWB Death Benefit, we calculate a "GLWB Death Benefit Base" that, if 
greater than the Principal Protection death benefit, and any other death        
benefit included by rider, at the time the death benefit is calculated          
determines the death benefit amount.                                            

For a more detailed explanation of the operation of the GLWB Death Benefit see  
"Living Benefits-Guaranteed Lifetime Withdrawal Benefit-GLWB Death Benefit."    

(See Appendix G for examples illustrating the operation of the GLWB Death       
Benefit.)                                                                       

OPTIONAL DEATH BENEFIT - COMPOUNDED-PLUS                                        

The Compounded-Plus death benefit rider is no longer available for purchase.    
The Compounded-Plus death benefit rider was available for contract Owners age   
79 or younger at the effective date of the contract. If you select the          
Compounded-Plus death benefit rider, the death benefit will be the greater of:  

(1)    the Account Value; or                                                    

(2)    the greater of (a) or (b) below:                                         

 (a)    Highest Anniversary Value: On the date we issue your contract, the
        highest anniversary value is equal to your initial Purchase Payment.
       Thereafter, the highest anniversary value (as recalculated) will be
         increased by subsequent Purchase Payments and reduced proportionately
     by the percentage reduction in Account Value attributable to each
      subsequent partial withdrawal (including any applicable withdrawal
      charge). On each contract anniversary prior to your 81st birthday,
       the highest anniversary value will be recalculated and set equal to
         the greater of the highest anniversary value before the recalculation
or the Account Value on the date of the recalculation.      

(b)    Annual Increase Amount: On the date we issue your contract, the  
     annual increase amount is equal to your initial Purchase Payment.
     Thereafter, the annual increase amount is equal to (i) less (ii),
where:                                                      

      (i)    is Purchase Payments accumulated at the annual increase rate.
          The annual increase rate is 5% per year through the contract
             anniversary immediately prior to your 81st birthday, and 0% per
year thereafter; and                              

      (ii)    is withdrawal adjustments accumulated at the annual increase
        rate. A withdrawal adjustment is equal to the value of the
      annual increase amount immediately prior to a withdrawal
     multiplied by the percentage reduction in Account Value
    attributable to that partial withdrawal (including any
applicable withdrawal charge).                    

If the Owner is a natural person and the Owner is changed to someone other than 
a spouse, the death benefit is equal to the greatest of (1) or (2); however,    
for purposes of calculating the enhanced death benefit under (2) above:         

(a)    for the highest anniversary value, the highest anniversary value 
        will be recalculated to equal your Account Value as of the effective
date of the Owner change; and                               

 (b)    for the annual increase amount, the current annual increase amount
         will be reset to equal your Account Value as of the effective date of
   the Owner change. For purposes of the calculation of the annual
       increase amount thereafter, the Account Value on the effective date
       of the Owner change will be treated as the initial Purchase Payment
         and Purchase Payments received and partial withdrawals taken prior to
the change of Owner will not be taken into account.         

In the event that a Beneficiary who is the spouse of the Owner elects to        
continue the contract in his or her name after the Owner dies, the death        
benefit amount is equal to the greater of (1) or (2).                           

(See Appendix H for examples of the Compounded-Plus death benefit rider.)       

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ADDITIONAL DEATH BENEFIT - EARNINGS PRESERVATION BENEFIT                        

You may select the Additional Death Benefit - Earnings Preservation Benefit if  
you are age 79 or younger at the effective date of your contract. The Earnings  
Preservation Benefit pays an additional death benefit that is intended to help  
pay part of the income taxes due at the time of death of the Owner or Joint     
Owner. In certain situations, this benefit may not be available for qualified   
plans (check with your registered representative for details). If you select    
the Earnings Preservation Benefit, you may not select an Enhanced Death Benefit 
rider.                                                                          

Before the contract anniversary immediately prior to your 81st birthday, the    
additional death benefit is equal to the "benefit percentage" (determined in    
accordance with the table below) times the result of (a) - (b), where:          

(a) is the death benefit under your contract; and                               

(b) is total Purchase Payments not withdrawn. For purposes of calculating this  
value, partial withdrawals are first applied against earnings in the
contract, and then against Purchase Payments not withdrawn.         

On or after the contract anniversary immediately prior to your 81st birthday,   
the additional death benefit is equal to the "benefit percentage" (determined   
in accordance with the table below) times the result of (a) - (b), where:       

(a) is the death benefit on the contract anniversary immediately prior to your  
81st birthday, increased by subsequent Purchase Payments and reduced
     proportionately by the percentage reduction in Account Value attributable
to each subsequent partial withdrawal (including any applicable     
withdrawal charge); and                                             

(b) is total Purchase Payments not withdrawn. For purposes of calculating this  
value, partial withdrawals are first applied against earnings in the
contract, and then against Purchase Payments not withdrawn.         

                                                                [Download Table]
                                 
                        Benefit  
   Issue Age           Percentage
----------------------           
   Ages 69 or younger    40%     
   Ages 70-79            25%     
   Ages 80 and above      0%     

If the Owner is a natural person and the Owner is changed to someone other than 
a spouse, the additional death benefit is as defined above; however, for the    
purposes of calculating subsection (b) above "total Purchase Payments not       
withdrawn" will be reset to equal the Account Value as of the effective date of 
the Owner change, and Purchase Payments received and partial withdrawals taken  
prior to the change of Owner will not be taken into account.                    

In the event that a Beneficiary who is the spouse of the Owner elects to        
continue the contract in his or her name after the Owner dies, the additional   
death benefit will be determined and payable upon receipt of due proof of death 
of the first spousal Beneficiary. Alternatively, the spousal Beneficiary may    
elect to have the additional death benefit determined and added to the Account  
Value upon the election, in which case the additional death benefit rider will  
terminate (and the corresponding death benefit rider charge will also           
terminate).                                                                     

GENERAL DEATH BENEFIT PROVISIONS                                                

As described above, the death benefit is determined as of the end of the        
Business Day on which we receive both due proof of death and an election for    
the payment method. Until a Beneficiary submits the necessary documentation in  
Good Order, the Account Value attributable to his/her portion of the death      
benefit remains in the Investment Portfolios and is subject to investment risk. 
This risk is borne by the Beneficiary.                                          

Please check with your registered representative regarding the availability of  
the following in your state.                                                    

If the Beneficiary under a Qualified Contract is the Annuitant's spouse, the    
tax law generally allows distributions to begin by the year in which the        
Annuitant would have reached 70 1/2 (which may be more or less than five years  
after the Annuitant's death).                                                   

A Beneficiary must elect the death benefit to be paid under one of the payment  
options (unless the Owner has previously made the election). The entire death   
benefit must be paid within five years of the date of death unless the          
Beneficiary elects to have the death benefit payable under an Annuity Option.   
The death benefit payable under an Annuity Option must be paid over the         
Beneficiary's lifetime or for a period not extending beyond the Beneficiary's   
life expectancy. For Non-Qualified Contracts, payment must begin within one     
year of the date of death. For Qualified Contracts, payment must begin no later 
than the end of the calendar year immediately following the year of death.      

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We may also offer a payment option, for both Non-Qualified Contracts and        
certain Qualified Contracts, under which your Beneficiary may receive payments, 
over a period not extending beyond his or her life expectancy, under a method   
of distribution similar to the distribution of required minimum distributions   
from Individual Retirement Accounts. If this option is elected, we will issue a 
new contract to your Beneficiary in order to facilitate the distribution of     
payments. Your Beneficiary may choose any optional death benefit available      
under the new contract. Upon the death of your Beneficiary, the death benefit   
would be required to be distributed to your Beneficiary's Beneficiary at least  
as rapidly as under the method of distribution in effect at the time of your    
Beneficiary's death. (See "Federal Income Tax Status.") To the extent permitted 
under the tax law, and in accordance with our procedures, your designated       
Beneficiary is permitted under our procedures to make additional Purchase       
Payments consisting of monies which are direct transfers (as permitted under    
tax law) from other Qualified Contracts or Non-Qualified Contracts, depending   
on which type of contract you own, held in the name of the decedent. Any such   
additional Purchase Payments would be subject to applicable withdrawal charges. 
Your Beneficiary is also permitted to choose some of the optional benefits      
available under the contract, but certain contract provisions or programs may   
not be available.                                                               

If a lump sum payment is elected and all the necessary requirements are met,    
the payment will be made within 7 days. Payment to the Beneficiary under an     
Annuity Option may only be elected during the 60 day period beginning with the  
date we receive due proof of death.                                             

If the Owner or a Joint Owner, who is not the Annuitant, dies during the Income 
Phase, any remaining payments under the Annuity Option elected will continue at 
least as rapidly as under the method of distribution in effect at the time of   
the Owner's death. Upon the death of the Owner or a Joint Owner during the      
Income Phase, the Beneficiary becomes the Owner.                                

SPOUSAL CONTINUATION                                                            

If the primary Beneficiary is the spouse of the Owner, upon the Owner's death,  
the Beneficiary may elect to continue the contract in his or her own name. Upon 
such election, the Account Value will be adjusted upward (but not downward) to  
an amount equal to the death benefit amount determined upon such election and   
receipt of due proof of death of the Owner. Any excess of the death benefit     
amount over the Account Value will be allocated to each applicable Investment   
Portfolio and/or the Fixed Account in the ratio that the Account Value in the   
Investment Portfolio and/or the Fixed Account bears to the total Account Value. 
The terms and conditions of the contract that applied prior to the Owner's      
death will continue to apply, including the ability to make Purchase Payments,  
with certain exceptions described in the contract.                              

For purposes of the death benefit on the continued contract, the death benefit  
is calculated in the same manner as it was prior to continuation except that    
all values used to calculate the death benefit, which may include a highest     
anniversary value and/or an annual increase amount (depending on whether you    
elected an optional death benefit), are reset on the date the spouse continues  
the contract. If the contract includes both a GMIB rider and an Enhanced Death  
Benefit rider, the Annual Increase Amount for the GMIB rider is also reset on   
the date the spouse continues the contract.                                     

Spousal continuation will not satisfy minimum required distribution rules for   
Qualified Contracts other than IRAs (see "Federal Income Tax Status").          

DEATH OF THE ANNUITANT                                                          

If the Annuitant, not an Owner or Joint Owner, dies during the Accumulation     
Phase, you automatically become the Annuitant. You can select a new Annuitant   
if you do not want to be the Annuitant (subject to our then current             
underwriting standards). However, if the Owner is a non- natural person (for    
example, a trust), then the death of the primary Annuitant will be treated as   
the death of the Owner, and a new Annuitant may not be named.                   

Upon the death of the Annuitant after Annuity Payments begin, the death         
benefit, if any, will be as provided for in the Annuity Option selected. Death  
benefits will be paid at least as rapidly as under the method of distribution   
in effect at the Annuitant's death.                                             

CONTROLLED PAYOUT                                                               

You may elect to have the death benefit proceeds paid to your Beneficiary in    
the form of Annuity Payments for life or over a period of time that does not    
exceed your Beneficiary's life expectancy. This election must be in writing in  
Good Order. You may revoke the election only in                                 

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writing in Good Order. Upon your death, the Beneficiary cannot revoke or modify 
your election. The Controlled Payout is only available to Non-Qualified         
Contracts.                                                                      

10. FEDERAL INCOME TAX STATUS                                                   

INTRODUCTION                                                                    

The following information on taxes is a general discussion of the subject. It   
is not intended as tax advice. The Internal Revenue Code (the Code) and the     
provisions of the Code that govern the contract are complex and subject to      
change. The applicability of federal income tax rules may vary with your        
particular circumstances. This discussion does not include all the federal      
income tax rules that may affect you and your contract. Nor does this           
discussion address other federal tax consequences (such as estate and gift      
taxes, sales to foreign individuals or entities), or state or local tax         
consequences, which may affect your investment in the contract. As a result,    
you should always consult a tax adviser for complete information and advice     
applicable to your individual situation.                                        

You are responsible for determining whether your purchase of a contract,        
withdrawals, income payments and any other transactions under your contract     
satisfy applicable tax law. We are not responsible for determining if your      
employer's plan or arrangement satisfies the requirements of the Code and/or    
the Employee Retirement Income Security Act of 1974 (ERISA).                    

We do not expect to incur federal, state or local income taxes on the earnings  
or realized capital gains attributable to the Separate Account. However, if we  
do incur such taxes in the future, we reserve the right to charge amounts       
allocated to the Separate Account for these taxes.                              

To the extent permitted under federal tax law, we may claim the benefit of the  
corporate dividends received deduction and of certain foreign tax credits       
attributable to taxes paid by certain of the Investment Portfolios to foreign   
jurisdictions.                                                                  

Any Code reference to "spouse" includes those persons who are married spouses   
under state law, regardless of sex.                                             

NON-QUALIFIED CONTRACTS                                                         

A "Non-Qualified Contract" discussed here assumes the contract is an annuity    
contract for federal income tax purposes, but the contract is not held in a tax 
qualified "plan" defined by the Code. Tax qualified plans include arrangements  
described in Code Sections 401(a), 401(k), 403(a), 403(b) or tax sheltered      
annuities (TSA), 408 or "IRAs" (including SEP and SIMPLE IRAs), 408A or "Roth   
IRAs" or 457(b) or governmental 457(b) plans. Contracts owned through such      
plans are referred to below as "Qualified Contracts."                           

INVESTOR CONTROL                                                                

In certain circumstances, Owners of variable annuity Non-Qualified Contracts    
have been considered to be the owners of the assets of the underlying Separate  
Account for federal income tax purposes due to their ability to exercise        
investment control over those assets. When this is the case, the contract       
Owners have been currently taxed on income and gains attributable to the        
variable account assets. There is little guidance in this area, and some        
features of the contract, such as the number of Investment Portfolios available 
and the flexibility of the contract Owner to allocate Purchase Payments and     
transfer amounts among the Investment Portfolios have not been addressed in     
public rulings. While we believe that the contract does not give the contract   
Owner investment control over Separate Account assets, we reserve the right to  
modify the contract as necessary to prevent a contract Owner from being treated 
as the owner of the Separate Account assets supporting the contract.            

ACCUMULATION                                                                    

Generally, an Owner of a Non-Qualified Contract is not taxed on increases in    
the value of the contract until there is a distribution from the contract,      
either as surrenders, partial withdrawals, or income payments. This deferral of 
taxation on accumulated value in the contract is limited to contracts owned by  
or held for the benefit of "natural persons." A contract will be treated as     
held by a natural person even if the nominal Owner is a trust or other entity   
which holds the contract as an agent for a natural person.                      

In contrast, a contract owned by other than a "natural person," such as a       
corporation, partnership, trust, or other entity, will be taxed currently on    
the increase in accumulated value in the contract in the year earned. Note that 
in this regard, an employer which is the Owner of an annuity contract under a   
non-qualified deferred                                                          

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compensation arrangement for its employees would be considered a non-natural    
Owner and the annual increase in the Account Value would be subject to current  
income taxation.                                                                

SURRENDERS OR WITHDRAWALS - EARLY DISTRIBUTION                                  

If you take a withdrawal from your contract, or surrender your contract prior   
to the date you commence taking annuity or "income" payments (the "Annuity      
Starting Date"), the amount you receive will be treated first as coming from    
earnings (and thus subject to income tax) and then from your Purchase Payments  
(which are not subject to income tax). If the accumulated value is less than    
your Purchase Payments upon surrender of your contract, you might be able to    
claim the loss on your federal income taxes as a miscellaneous itemized         
deduction.                                                                      

The portion of any withdrawal or distribution from an annuity contract that is  
subject to income tax will also be subject to a 10% federal income tax penalty  
for "early" distribution if such withdrawal or distribution is taken prior to   
you reaching age 59 1/2, unless the distribution was made:                      

(a)    on account of your death or disability,                                  

(b)    as part of a series of substantially equal periodic payments payable for 
your life or joint lives of you and your designated Beneficiary, or   

(c)    under certain immediate income annuities providing for substantially     
equal payments made at least annually.                                

If you receive systematic payments that you intend to qualify for the           
"substantially equal periodic payments" exception noted above, any              
modifications (except due to death or disability) to your payment before age 59 
1/2 or within five years after beginning these payments, whichever is later,    
will result in the retroactive imposition of the 10% federal income tax penalty 
with interest. Such modifications may include additional Purchase Payments or   
withdrawals (including tax-free transfers or rollovers of income payments) from 
the contract.                                                                   

If your contract has been purchased with an Optional Two Year Withdrawal        
Feature or is for a guaranteed period only (term certain) annuity, and is       
terminated as a result of the exercise of the withdrawal feature, the taxable   
portion of the payment will generally be the excess of the proceeds received    
over your remaining after-tax Purchase Payment.                                 

For Non-Qualified Contracts, amounts received under the exercise of a partial   
withdrawal may be fully includible in taxable income. The entire amount of the  
withdrawal could be treated as taxable income. Exercise of either withdrawal    
feature may adversely impact the amount of subsequent payments which can be     
treated as a nontaxable return of investment.                                   

TREATMENT OF SEPARATE ACCOUNT CHARGES                                           

It is possible that at some future date the Internal Revenue Service (IRS) may  
consider that contract charges attributable to certain guaranteed death         
benefits and certain living benefits are to be treated as distributions from    
the contract to pay for such non-annuity benefits. Currently, these charges are 
considered to be an intrinsic part of the contract and we do not report these   
as taxable income. However, if this treatment changes in the future, the charge 
could also be subject to a 10% federal income tax penalty as an early           
distribution, as described above.                                               

GUARANTEED WITHDRAWAL BENEFITS AND GUARANTEED LIFETIME WITHDRAWAL BENEFITS      

If you have purchased the GWB v1 or GLWB, where otherwise made available, note  
the following:                                                                  

The tax treatment of withdrawals under such a benefit is uncertain. It is       
conceivable that the amount of potential gain could be determined based on the  
remaining amount guaranteed to be available for withdrawal at the time of the   
withdrawal if greater than the Account Value (prior to withdrawal charges).     
This could result in a greater amount of taxable income in certain cases. In    
general, at the present time, we intend to report such withdrawals using the    
Account Value rather than the remaining benefit to determine gain. However, in  
cases where the maximum permitted withdrawal in any year under any version of   
the GWB or the GLWB exceeds the Account Value, the portion of the withdrawal    
treated as taxable gain (not to exceed the amount of the withdrawal) should be  
measured as the difference between the maximum permitted withdrawal amount      
under the benefit and the remaining after-tax basis immediately preceding the   
withdrawal. Consult your tax adviser.                                           

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In the event that the Account Value goes to zero, and either the Remaining      
Guaranteed Withdrawal Amount is paid out in fixed installments (under the GWB   
v1), or the Annual Benefit Payment is paid for life (under the GLWB), we will   
treat such payments as income Annuity Payments under the tax law and allow      
recovery of any remaining basis ratably over the expected number of payments.   

We reserve the right to change our tax reporting practices where we determine   
that they are not in accordance with IRS guidance (whether formal or informal). 

AGGREGATION                                                                     

If you purchase two or more deferred annuity contracts from us (or our          
affiliates) during the same calendar year (after October 21, 1988), the law     
requires that all such contracts must be treated as a single contract for       
purposes of determining whether any payments not received as an annuity (e.g.,  
withdrawals) will be includible in income. Aggregation could affect the amount  
of a withdrawal that is taxable and subject to the 10% federal income tax       
penalty described above. Since the IRS may require aggregation in other         
circumstances as well, you should consult a tax adviser if you are purchasing   
more than one annuity contract from the same insurance company in a single      
calendar year. Aggregation does not affect distributions paid in the form of an 
annuity (see "Taxation of Payments in Annuity Form" below).                     

EXCHANGES/TRANSFERS                                                             

The annuity contract may be exchanged in whole or in part for another annuity   
contract or a long-term care insurance policy. The exchange for another annuity 
contract may be a tax-free transaction provided that, among other prescribed    
IRS conditions, no amounts are distributed from either contract involved in the 
exchange for 180 days following the date of the exchange - other than Annuity   
Payments made for life, joint lives, or for a term of 10 years or more.         
Otherwise, a withdrawal or "deemed" distribution may be includible in your      
taxable income (plus a 10% federal income tax penalty) to the extent that the   
accumulated value of your annuity exceeds your investment in the contract (your 
"gain"). The opportunity to make partial annuity exchanges was provided by the  
IRS in 2011 and some ramifications of such an exchange remain unclear. If the   
annuity contract is exchanged in part for an additional annuity contract, a     
distribution from either contract may be taxable to the extent of the combined  
gain attributable to both contracts, or only to the extent of your gain in the  
contract from which the distribution is paid. It is not clear whether this      
guidance applies to a partial exchange involving long-term care contracts.      
Consult your tax adviser prior to a partial exchange.                           

A transfer of ownership of the contract, or the designation of an Annuitant or  
other Beneficiary who is not also the contract Owner, may result in income or   
gift tax consequences to the contract Owner. You should consult your tax        
adviser if you are considering such a transfer or assignment.                   

DEATH BENEFITS                                                                  

The death benefit is taxable to the recipient in the same manner as if paid to  
the contract Owner (under the rules for withdrawals or income payments,         
whichever is applicable).                                                       

After your death, any death benefit determined under the contract must be       
distributed according to certain rules. The method of distribution that is      
required depends on whether you die before or after the Annuity Starting Date.  
If you die on or after the Annuity Starting Date, the remaining portion of the  
interest in the contract must be distributed at least as rapidly as under the   
method of distribution being used as of the date of death. If you die before    
the Annuity Starting Date, the entire interest in the contract must be          
distributed within five (5) years after the date of death, or as periodic       
payments over a period not extending beyond the life or life expectancy of the  
designated Beneficiary (provided such payments begin within one year of your    
death). Your designated Beneficiary is the person to whom benefit rights under  
the contract pass by reason of death; the Beneficiary must be a natural person  
in order to elect a periodic payment option based on life expectancy or a       
period exceeding five years. Additionally, if the annuity is payable to (or for 
the benefit of) your surviving spouse, that portion of the contract may be      
continued with your spouse as the Owner. For contracts owned by a non-natural   
person, the required distribution rules apply upon the death of the Annuitant.  
If there is more than one Annuitant of a contract held by a non-natural person, 
then such required distributions will be triggered by the death of the first    
co-Annuitant.                                                                   

TAXATION OF PAYMENTS IN ANNUITY FORM                                            

When payments are received from the contract in the form of an annuity,         
normally the Annuity Payments are taxable as ordinary income to the extent that 
payments exceed the portion of the payment determined by applying the exclusion 
ratio to the entire payment. The exclusion ratio                                

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of a contract is determined at the time the contract's accumulated value is     
converted to an annuity form of distribution. Generally, the applicable         
exclusion ratio is your investment in the contract divided by the total         
payments you are expected to receive based on IRS rules which consider such     
factors, such as the form of annuity and mortality. The excludable portion of   
each Annuity Payment is the return of investment in the contract and it is      
excludable from your taxable income until your investment in the contract is    
fully recovered. We will make this calculation for you. However, it is possible 
that the IRS could conclude that the taxable portion of income payments under a 
Non-Qualified Contract is an amount greater - or less - than the taxable amount 
determined by us and reported by us to you and the IRS.                         

Once you have recovered the investment in the contract, further Annuity         
Payments are fully taxable. If you die before your investment in the contract   
is fully recovered, the balance may be deducted on your last tax return, or if  
Annuity Payments continue after your death, the balance may be deducted by your 
Beneficiary.                                                                    

The IRS has not furnished explicit guidance as to how the excludable amount is  
to be determined each year under variable income annuities that permit          
transfers between a fixed annuity option and variable investment options, as    
well as transfers between investment options after the Annuity Starting Date.   
Once Annuity Payments have commenced, you may not be able to make transfer      
withdrawals to another Non-Qualified Contract or a long-term care contract in a 
tax-free exchange.                                                              

If you receive payments that you intend to qualify for the "substantially equal 
periodic payments" exception noted above, any modifications (except due to      
death or disability) to your payment before age 59 1/2 or within five years     
after beginning these payments, whichever is later, will result in the          
retroactive imposition of the 10% federal income tax penalty with interest.     
Such modifications may include additional Purchase Payments or withdrawals      
(including tax-free transfers or rollovers of income payments) from the         
contract.                                                                       

If the contract allows, you may elect to convert less than the full value of    
your contract to an annuity form of pay-out (i.e., "partial annuitization"). In 
this case, your investment in the contract will be pro-rated between the        
annuitized portion of the contract and the deferred portion. An exclusion ratio 
will apply to the Annuity Payments as described above, provided the annuity     
form you elect is payable for at least 10 years or for the life of one or more  
individuals.                                                                    

3.8% TAX ON NET INVESTMENT INCOME                                               

Federal tax law imposes a 3.8% Medicare tax on the lesser of:                   

(1)    the taxpayer's "net investment income," (from non-qualified              
    annuities, interest, dividends, and other investments, offset by specified
allowable deductions), or                                             

(2)    the taxpayer's modified adjusted gross income in excess of a specified   
 income threshold ($250,000 for married couples filing jointly, $125,000
for married couples filing separately, and $200,000 otherwise).       

"Net investment income" in Item 1 above does not include distributions from tax 
qualified plans, (i.e., arrangements described in Code Sections 401(a), 403(a), 
403(b), 408, 408A, or 457(b)), but such income will increase modified adjusted  
gross income in Item 2 above.                                                   

You should consult your tax adviser regarding the applicability of this tax to  
income under your annuity contract.                                             

PUERTO RICO TAX CONSIDERATIONS                                                  

The Puerto Rico Internal Revenue Code of 2011 (the "2011 PR Code") taxes        
distributions from Non-Qualified Contracts differently than in the U.S.         

Distributions that are not in the form of an annuity (including partial         
surrenders and period certain payments) are treated under the 2011 PR Code      
first as a return of investment. Therefore, a substantial portion of the        
amounts distributed generally will be excluded from gross income for Puerto     
Rico tax purposes until the cumulative amount paid exceeds your tax basis.      

The amount of income on annuity distributions in annuity form (payable over     
your lifetime) is also calculated differently under the 2011 PR Code. Since the 
U.S. source income generated by a Puerto Rico bona fide resident is subject to  
U.S. income tax and the IRS issued guidance in 2004 which indicated that the    
income from an annuity contract issued by a U.S. life insurer would be          
considered U.S. source income, the timing of recognition of income from an      
annuity contract could vary between the two jurisdictions. Although the 2011 PR 
Code provides a credit against the Puerto Rico income tax for U.S. income taxes 
paid, an individual may not get full credit because of the                      

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timing differences. You should consult with a personal tax adviser regarding    
the tax consequences of purchasing an annuity contract and/or any proposed      
distribution, particularly a partial distribution or election to annuitize if   
you are a resident of Puerto Rico.                                              

QUALIFIED CONTRACTS                                                             

INTRODUCTION                                                                    

The contract may be purchased through certain types of retirement plans that    
receive favorable treatment under the Code ("tax qualified plans").             
Tax-qualified plans include arrangements described in Code Sections 401(a),     
401(k), 403(a), 403(b) or tax sheltered annuities (TSA), 408 or "IRAs"          
(including SEP and SIMPLE IRAs), 408A or "Roth IRAs" or 457 (b) or 457(b)       
governmental plans. Extensive special tax rules apply to qualified plans and to 
the annuity contracts used in connection with these plans. Therefore, the       
following discussion provides only general information about the use of the     
contract with the various types of qualified plans. Adverse tax consequences    
may result if you do not ensure that contributions, distributions and other     
transactions with respect to the contract comply with the law.                  

The rights to any benefit under the plan will be subject to the terms and       
conditions of the plan itself as well as the terms and conditions of the        
contract.                                                                       

We exercise no control over whether a particular retirement plan or a           
particular contribution to the plan satisfies the applicable requirements of    
the Code, or whether a particular individual is entitled to participate or      
benefit under a plan.                                                           

All qualified plans and arrangements receive tax deferral under the Code. Since 
there are no additional tax benefits in funding such retirement arrangements    
with an annuity, there should be reasons other than tax deferral for acquiring  
the annuity within the plan. Such non-tax benefits may include additional       
insurance benefits, such as the availability of a guaranteed income for life.   

A contract may also be available in connection with an employer's non-qualified 
deferred compensation plan and qualified governmental excess benefit            
arrangement to provide benefits to certain employees in the plan. The tax rules 
regarding these plans are complex. We do not provide tax advice. Please consult 
your tax adviser about your particular situation.                               

ACCUMULATION                                                                    

The tax rules applicable to qualified plans vary according to the type of plan  
and the terms and conditions of the plan itself. Both the amount of the         
contribution that may be made and the tax deduction or exclusion that you may   
claim for that contribution are limited under qualified plans. See the SAI for  
a description of qualified plan types and annual current contribution           
limitations, which are subject to change from year-to-year.                     

Purchase payments or contributions to IRAs or tax qualified retirement plans of 
an employer may be taken from current income on a before tax basis or after tax 
basis. Purchase payments made on a "before tax" basis entitle you to a tax      
deduction or are not subject to current income tax. Purchase payments made on   
an "after tax" basis do not reduce your taxable income or give you a tax        
deduction. Contributions may also consist of transfers or rollovers as          
described below which are not subject to the annual limitations on              
contributions.                                                                  

The contract will accept as a single Purchase Payment a transfer or rollover    
from another IRA or rollover from an eligible retirement plan of an employer    
(i.e., 401(a), 401(k), 403(a), 403(b), or governmental 457(b) plan). It will    
also accept a rollover or transfer from a SIMPLE IRA after the taxpayer has     
participated in such arrangement for at least two years. As part of the single  
Purchase Payment, the IRA contract will also accept an IRA contribution subject 
to the Code limits for the year of purchase.                                    

For income annuities established as "pay-outs" of SIMPLE IRAs, the contract     
will only accept a single Purchase Payment consisting of a transfer or rollover 
from another SIMPLE IRA. For income annuities established in accordance with a  
distribution option under a retirement plan of an employer (e.g., 401(a),       
401(k), 403(a), 403(b), or 457(b) plan), the contract will only accept as its   
single Purchase Payment a transfer from such employer retirement plan.          

TAXATION OF ANNUITY DISTRIBUTIONS                                               

If contributions are made on a "before tax" basis, you generally pay income     
taxes on the full amount of money you withdraw as well as income earned under   
the contract. Withdrawals attributable to any after-tax contributions are your  
basis in the contract and not subject to income tax (except for the portion of  
the withdrawal allocable to                                                     

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earnings). Under current federal income tax rules, the taxable portion of       
distributions under annuity contracts and qualified plans (including IRAs) is   
not eligible for the reduced tax rate applicable to long-term capital gains and 
qualifying dividends.                                                           

If you meet certain requirements, your Roth IRA, Roth 403(b) and Roth 401(k)    
earnings are free from federal income taxes.                                    

With respect to IRA contracts, we will withhold a portion of the taxable amount 
of your withdrawal for income taxes, unless you elect otherwise. The amount we  
withhold is determined by the Code.                                             

GUARANTEED WITHDRAWAL BENEFITS AND GUARANTEED LIFETIME WITHDRAWAL BENEFITS      

If you have purchased the GWB v1 or the GLWB, where otherwise made available,   
note the following:                                                             

The tax treatment of withdrawals under such a benefit is uncertain. It is       
conceivable that the amount of potential gain could be determined based on the  
remaining amount guaranteed to be available for withdrawal at the time of the   
withdrawal if greater than the Account Value (prior to withdrawal charges).     
This could result in a greater amount of taxable income in certain cases. In    
general, at the present time, we intend to report such withdrawals using the    
Account Value rather than the remaining benefit to determine gain. However, in  
cases where the maximum permitted withdrawal in any year under any version of   
the Guaranteed Withdrawal Benefit or the Guaranteed Lifetime Withdrawal Benefit 
exceeds the Account Value, the portion of the withdrawal treated as taxable     
gain (not to exceed the amount of the withdrawal) should be measured as the     
difference between the maximum permitted withdrawal amount under the benefit    
and the remaining after-tax basis immediately preceding the withdrawal. Consult 
your tax adviser.                                                               

In the event that the Account Value goes to zero, and either the Remaining      
Guaranteed Withdrawal Amount is paid out in fixed installments (under the GWB   
v1), or the Annual Benefit Payment is paid for life (under the GLWB), we will   
treat such payments as income Annuity Payments under the tax law and allow      
recovery of any remaining basis ratably over the expected number of payments.   

We reserve the right to change our tax reporting practices where we determine   
that they are not in accordance with IRS guidance (whether formal or informal). 

WITHDRAWALS PRIOR TO AGE 59 1/2                                                 

A taxable withdrawal or distribution from a qualified plan which is subject to  
income tax may also be subject to a 10% federal income tax penalty for "early"  
distribution if taken prior to age 59 1/2, unless an exception described below  
applies. The penalty rate is 25% for SIMPLE plan contracts if the distribution  
occurs within the first 2 years of your participation in the plan.              

These exceptions include distributions made:                                    

(a)    on account of your death or disability, or                               

(b)    as part of a series of substantially equal periodic payments payable for 
 your life or joint lives of you and your designated Beneficiary and you
are separated from employment.                                        

If you receive systematic payments that you intend to qualify for the           
"substantially equal periodic payments" exception noted above, any              
modifications (except due to death or disability) to your payment before age 59 
1/2 or within five years after beginning these payments, whichever is later,    
will result in the retroactive imposition of the 10% federal income tax penalty 
with interest. Such modifications may include additional Purchase Payments or   
withdrawals (including tax-free transfers or rollovers of income payments) from 
the contract.                                                                   

In addition, a withdrawal or distribution from a Qualified Contract other than  
an IRA (including SEPs and SIMPLEs) will avoid the penalty if: (1) the          
distribution is on separation from employment after age 55; (2) the             
distribution is made pursuant to a qualified domestic relations order (QDRO);   
(3) the distribution is to pay deductible medical expenses; or (4) if the       
distribution is to pay IRS levies (and made after December 31, 1999).           

The 10% federal income tax penalty on early distribution does not apply to      
governmental 457(b) plan contracts. However, it does apply to distributions     
from 457(b) plans of employers which are state or local governments to the      
extent that the distribution is attributable to rollovers accepted from other   
types of eligible retirement plans.                                             

In addition to death, disability and as part of a series of substantially equal 
periodic payments as indicated above, a withdrawal or distribution from an IRA  
(including SEPs and SIMPLEs and Roth IRAs) will avoid the penalty: (1) if the   
distribution is to pay deductible medical expenses; (2) if the distribution is  
to pay IRS levies (and made after                                               

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December 31, 1999); (3) if the distribution is used to pay for medical          
insurance (if you are unemployed), qualified higher education expenses, or for  
a qualified first time home purchase up to $10,000. Other exceptions may be     
applicable under certain circumstances and special rules may be applicable in   
connection with the exceptions enumerated above.                                

COMMUTATION FEATURES UNDER INCOME PAYMENT TYPES                                 

Please be advised that the tax consequences resulting from the election of an   
income payment types containing a commutation feature (a feature that allows    
the Owner to receive a lump sum of the present value of future Annuity          
Payments) are uncertain and the IRS may determine that the taxable amount of    
income payments and withdrawals received for any year could be greater than or  
less than the taxable amount reported by us. The exercise of the commutation    
feature also may result in adverse tax consequences including:                  

o  The imposition of a 10% federal income tax penalty on the taxable amount of  
the commuted value, if the taxpayer has not attained age 59 1/2 at the
time the withdrawal is made. This 10% federal income tax penalty is in
   addition to the ordinary income tax on the taxable amount of the commuted
value.                                                                

o  The retroactive imposition of the 10% federal income tax penalty on income   
payments received prior to the taxpayer attaining age 59 1/2.         

o  The possibility that the exercise of the commutation feature could adversely 
affect the amount excluded from federal income tax under any income   
payments made after such commutation.                                 

A payee should consult with his or her own tax adviser prior to electing to     
annuitize the contract and prior to exercising any commutation feature under an 
income payment type.                                                            

ROLLOVERS                                                                       

Your contract is non-forfeitable (i.e., not subject to the claims of your       
creditors) and non-transferable (i.e., you may not transfer it to someone       
else).                                                                          

Nevertheless, contracts held in certain employer plans subject to ERISA may be  
transferred in part pursuant to a QDRO.                                         

Under certain circumstances, you may be able to transfer amounts distributed    
from your contract to another eligible retirement plan or IRA. For 457(b) plans 
maintained by non-governmental employers, if certain conditions are met,        
amounts may be transferred into another 457(b) plan maintained by a             
non-governmental employer.                                                      

You may make rollovers and direct transfers into your SIMPLE IRA annuity        
contract from another SIMPLE IRA annuity contract or account. No other          
rollovers or transfers can be made to your SIMPLE IRA. Rollovers and direct     
transfers from a SIMPLE IRA can only be made to another SIMPLE IRA or account   
during the first two years that you participate in the SIMPLE IRA plan. After   
this two year period, rollovers and transfers may be made from your SIMPLE IRA  
into a Traditional IRA or account, as well as into another SIMPLE IRA.          

Generally, a distribution may be eligible for rollover. Certain types of        
distributions cannot be rolled over, such as distributions received on account  
of:                                                                             

(a)    minimum distribution requirements, or                                    

(b)    financial hardship.                                                      

20% WITHHOLDING ON ELIGIBLE ROLLOVER DISTRIBUTIONS                              

For certain qualified employer plans, we are required to withhold 20% of the    
taxable portion of your withdrawal that constitutes an "eligible rollover       
distribution" for federal income taxes. The amount we withhold is determined by 
the Code. You may avoid withholding if you assign or transfer a withdrawal from 
this contract directly into another qualified plan or IRA. Similarly, you may   
be able to avoid withholding on a transfer into this contract from an existing  
qualified plan you may have with another provider by arranging to have the      
transfer made directly to us. For taxable withdrawals that are not "eligible    
rollover distributions," the Code requires different withholding rules which    
determine the withholding amounts.                                              

DEATH BENEFITS                                                                  

The death benefit is taxable to the recipient in the same manner as if paid to  
the contract Owner or plan participant (under the rules for withdrawals or      
income payments, whichever is applicable).                                      

Distributions required from a Qualified Contract following your death depend on 
whether you die before you had converted your contract to an annuity form and   
started taking Annuity Payments (your Annuity Starting Date). If you die on or  
after your Annuity Starting Date, the remaining portion of the interest in the  
contract must be                                                                

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distributed at least as rapidly as under the method of distribution being used  
as of the date of death. If you die before your Annuity Starting Date, the      
entire interest in the contract must be distributed within five (5) years after 
the date of death, or as periodic payments over a period not extending beyond   
the life or life expectancy of the designated Beneficiary (provided such        
payments begin within one year of your death). Your designated Beneficiary is   
the person to whom benefit rights under the contract pass by reason of death;   
the Beneficiary must be a natural person in order to elect a periodic payment   
option based on life expectancy or a period exceeding five years. For required  
minimum distributions following the death of the Annuitant of a Qualified       
Contract, the five-year rule is applied without regard to calendar year 2009.   
For instance, for a contract Owner who died in 2007, the five-year period would 
end in 2013 instead of 2012. The required minimum distribution rules are        
complex, so consult your tax adviser because the application of these rules to  
your particular circumstances may have been impacted by the 2009 required       
minimum distribution waiver.                                                    

Additionally, if the annuity is payable to (or for the benefit of) your         
surviving spouse, that portion of the contract may be continued with your       
spouse as the Owner. If your spouse is your Beneficiary, and your contract      
permits, your spouse may delay the start of these payments until December 31 of 
the year in which you would have reached age 70 1/2.                            

If your spouse is your Beneficiary, your spouse may be able to rollover the     
death proceeds into another eligible retirement plan in which he or she         
participates, if permitted under the receiving plan. Alternatively, if your     
spouse is your sole Beneficiary, he or she may elect to rollover the death      
proceeds into his or her own IRA.                                               

If your Beneficiary is not your spouse and your plan and contract permit, your  
Beneficiary may be able to rollover the death proceeds via a direct             
trustee-to-trustee transfer into an inherited IRA. However, a non-spouse        
Beneficiary may not treat the inherited IRA as his or her own IRA.              

Additionally, for contracts issued in connection with qualified plans subject   
to ERISA, the spouse or ex-spouse of the Owner may have rights in the contract. 
In such a case, the Owner may need the consent of the spouse or ex-spouse to    
change annuity options or make a withdrawal from the contract.                  

REQUIRED MINIMUM DISTRIBUTIONS                                                  

Generally, you must begin receiving retirement plan withdrawals by April 1      
following the latter of:                                                        

(a)    the calendar year in which you reach age 70 1/2, or                      

(b)    the calendar year you retire, provided you do not own more than 5% of    
your employer.                                                        

For IRAs (including SEPs and SIMPLEs), you must begin receiving withdrawals by  
April 1 of the year after you reach age 70 1/2 even if you have not retired.    

A tax penalty of 50% applies to the amount by which the required minimum        
distribution exceeds the actual distribution.                                   

You may not satisfy minimum distributions for one employer's qualified plan     
(i.e., 401(a), 403(a), 457(b)) with distributions from another qualified plan   
of the same or a different employer. However, an aggregation rule does apply in 
the case of IRAs (including SEPs and SIMPLEs) or 403(b) plans. The minimum      
required distribution is calculated with respect to each IRA, but the aggregate 
distribution may be taken from any one or more of your IRAs/SEPs. Similarly,    
the amount of required minimum distribution is calculated separately with       
respect to each 403(b) arrangement, but the aggregate amount of the required    
distribution may be taken from any one or more of your 403(b) plan contracts.   
For SIMPLE IRAs, the aggregate amount of the required distribution may be taken 
from any one or more of your SIMPLE IRAs.                                       

Complex rules apply to the calculation of these withdrawals. In general, income 
tax regulations permit income payments to increase based not only with respect  
to the investment experience of the Investment Portfolios but also with respect 
to actuarial gains.                                                             

The regulations also require that the value of benefits under a deferred        
annuity including certain death benefits in excess of contract value must be    
added to the amount credited to your account in computing the amount required   
to be distributed over the applicable period. We will provide you with          
additional information regarding the amount that is subject to minimum          
distribution under this rule. You should consult your own tax adviser as to how 
these rules affect your own distribution under this rule.                       

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If you intend to receive your minimum distributions which are payable over the  
joint lives of you and a Beneficiary who is not your spouse (or over a period   
not exceeding the joint life expectancy of you and your non-spousal             
Beneficiary), be advised that federal tax rules may require that payments be    
made over a shorter period or may require that payments to the Beneficiary be   
reduced after your death to meet the minimum distribution incidental benefit    
rules and avoid the 50% excise tax. You should consult your own tax adviser as  
to how these rules affect your own contract.                                    

Required minimum distribution rules that apply to other types of IRAs while you 
are alive do not apply to Roth IRAs. However, in general, the same rules with   
respect to minimum distributions required to be made to a Beneficiary after     
your death under other IRAs do apply to Roth IRAs.                              

ADDITIONAL INFORMATION REGARDING TSA (ERISA AND NON-ERISA) 403(B)               

SPECIAL RULES REGARDING EXCHANGES. In order to satisfy tax regulations,         
contract exchanges within a 403(b) plan after September 24, 2007, must, at a    
minimum, meet the following requirements: (1) the plan must allow the exchange; 
(2) the exchange must not result in a reduction in a participant's or a         
Beneficiary's accumulated benefit: (3) the receiving contract includes          
distribution restrictions that are no less stringent than those imposed on the  
contract being exchanged; and (4) if the issuer receiving the exchanges is not  
part of the plan, the employer enters into an agreement with the issuer to      
provide information to enable the contract provider to comply with Code         
requirements. Such information would include details concerning severance from  
employment, hardship withdrawals, loans and tax basis. You should consult your  
tax or legal counsel for any advice relating to contract exchanges or any other 
matter relating to these regulations.                                           

WITHDRAWALS. If you are under age 59 1/2, you generally cannot withdraw money   
from your TSA contract unless the withdrawal:                                   

(a)    related to Purchase Payments made prior to 1989 and pre-1989 earnings on 
those Purchase Payments;                                              

(b)    is exchanged to another permissible investment under your 403(b) plan;   

(c)    relates to contributions to an annuity contract that are not salary      
reduction elective deferrals, if your plan allows it;                 

(d)    occurs after you die, leave your job or become disabled (as defined by   
the Code);                                                            

(e)    is for financial hardship (but only to the extent of elective            
deferrals), if your plan allows it;                                   

(f)    relates to distributions attributable to certain TSA plan terminations,  
if the conditions of the Code are met;                                

(g)    relates to rollover or after-tax contributions; or                       

(h)    is for the purchase of permissive service credit under a governmental    
defined benefit plan.                                                 

In addition, a Section 403(b) contract is permitted to distribute retirement    
benefits attributable to pre-tax contributions other than elective deferrals to 
the participant no earlier than upon the earlier of the participant's severance 
from employment or upon the prior occurrence of some event, such as after a     
fixed number of years, the attainment of a stated age or disability.            

ADDITIONAL INFORMATION REGARDING IRAS                                           

PURCHASE PAYMENTS. Traditional IRA Purchase Payments (except for permissible    
rollovers and direct transfers) are generally not permitted after you attain    
age 70 1/2. Except for permissible rollovers and direct transfers, Purchase     
Payments for individuals are limited in the aggregate to the lesser of 100% of  
compensation or the deductible amount established each year under the Code. A   
Purchase Payment up to the deductible amount can also be made for a non-working 
spouse provided the couple's compensation is at least equal to their aggregate  
contributions. Individuals age 50 and older are permitted to make additional    
"catch-up" contributions if they have sufficient compensation. If you or your   
spouse are an active participant in a retirement plan of an employer, your      
deductible contributions may be limited. If you exceed Purchase Payment limits  
you may be subject to a tax penalty.                                            

Roth IRA Purchase Payments for individuals are non-deductible (made on an       
"after tax" basis) and are limited to the lesser of 100% of compensation or the 
annual deductible IRA amount. Individuals age 50 and older can make an          
additional "catch-up" Purchase Payment each year (assuming the individual has   
sufficient compensation). You may contribute up to the annual Purchase Payment  
limit if your modified adjusted gross income does not exceed certain limits.    
You can contribute to a Roth IRA after age 70 1/2. If you exceed Purchase       
Payment limits, you may be subject to a tax penalty.                            

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WITHDRAWALS. If and to the extent that Traditional IRA Purchase Payments are    
made on an "after tax" basis, withdrawals would be included in income except    
for the portion that represents a return of non-deductible Purchase Payments.   
This portion is generally determined based upon the ratio of all non-deductible 
Purchase Payments to the total value of all your Traditional IRAs (including    
SEP IRAs and SIMPLE IRAs). We withhold a portion of the amount of your          
withdrawal for income taxes, unless you elect otherwise. The amount we withhold 
is determined by the Code.                                                      

Generally, withdrawal of earnings from Roth IRAs are free from federal income   
tax if: (1) they are made at least five taxable years after your first Purchase 
Payment to a Roth IRA; and (2) they are made on or after the date you reach age 
59 1/2 and upon your death, disability or qualified first-home purchase (up to  
$10,000). Withdrawals from a Roth IRA are made first from Purchase Payments and 
then from earnings. We may be required to withhold a portion of your withdrawal 
for income taxes, unless you elect otherwise. The amount will be determined by  
the Code.                                                                       

CONVERSION. Traditional IRAs may be converted to Roth IRAs. Except to the       
extent you have non-deductible contributions, the amount converted from an      
existing Traditional IRA into a Roth IRA is taxable. Generally, the 10% federal 
income tax penalty does not apply. However, the taxable amount to be converted  
must be based on the fair market value of the entire annuity contract being     
converted into a Roth IRA. Such fair market value, in general, is to be         
determined by taking into account the value of all benefits (both living        
benefits and death benefits) in addition to the Account Value; as well as       
adding back certain loads and charges incurred during the prior twelve month    
period. Your contract may include such benefits and applicable charges.         
Accordingly, if you are considering such conversion of your annuity contract,   
please consult your tax adviser. The taxable amount may exceed the Account      
Value at the date of conversion.                                                

A Roth IRA contract may also be re-characterized as a Traditional IRA, if       
certain conditions are met. Please consult your tax adviser.                    

DISTINCTION FOR PUERTO RICO CODE                                                

An annuity contract may be purchased by an employer for an employee under a     
qualified pension, profit sharing, stock bonus, annuity, or a "cash or          
deferred" arrangement plan established pursuant to Section 1081.01 of the 2011  
PR Code. To be tax qualified under the 2011 PR Code, a plan must comply with    
the requirements of Section 1081.01(a) of the 2011 PR Code which includes       
certain participation requirements, among other requirements. A trust created   
to hold assets for a qualified plan is exempt from tax on its investment        
income.                                                                         

CONTRIBUTIONS. The employer is entitled to a current income tax deduction for   
contributions made to a qualified plan, subject to statutory limitations on the 
amount that may be contributed each year. The plan contributions by the         
employer are not required to be included in the current income of the employee. 

DISTRIBUTIONS. Any amount received or made available to the employee under the  
qualified plan is includible in the gross income of the employee in the taxable 
year in which received or made available. In such case, the amount paid or      
contributed by the employer shall not constitute consideration paid by the      
employee for the contract for purposes of determining the amount of Annuity     
Payments required to be included in the employee's gross income. Thus, amounts  
actually distributed or made available to any employee under the qualified plan 
will be included in their entirety in the employee's gross income. Lump-sum     
proceeds from a Puerto Rico qualified retirement plan due to separation from    
service will generally be taxed at a 20% capital gain tax rate to be withheld   
at the source. A special rate of 10% may apply instead, if the plan satisfies   
the following requirements:                                                     

(1)    the plan's trust is organized under the laws of Puerto Rico, or has a    
 Puerto Rico resident trustee and uses such trustee as paying agent; and

(2)    10% of all plan's trust assets (calculated based on the average balance  
of the investments of the trust) attributable to participants who are 
Puerto Rico residents must be invested in "property located in Puerto 
Rico" for a three-year period.                                        

If these two requirements are not satisfied, the distribution will generally be 
subject to the 20% tax rate. The three-year period includes the year of the     
distribution and the two immediately preceding years. In the case of a defined  
contribution plan that maintains separate accounts for each participant, the    
described 10% investment requirement may be satisfied in the accounts of a      
participant that chooses to invest in such fashion rather than at the trust     
level. Property located in Puerto Rico includes shares of stock of a Puerto     
Rico registered investment company, fixed or variable annuities issued by a     
domestic insurance company or by a foreign insurance corporation that derives   

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more than 80% of its gross income from sources within Puerto Rico, and bank     
deposits. The PR 2011 Code does not impose a penalty tax in cases of early      
(premature) distributions from a qualified plan.                                

ROLLOVER. Deferral of the recognition of income continues upon the receipt of a 
distribution by a participant from a qualified plan, if the distribution is     
contributed to another qualified retirement plan or traditional individual      
retirement account for the employee's benefit no later than sixty (60) days     
after the distribution.                                                         

ERISA CONSIDERATIONS. In the context of a Puerto Rico qualified retirement plan 
trust, the IRS has recently held that the transfer of assets and liabilities    
from a qualified retirement plan trust under the Code to that type of plan      
would generally be treated as a distribution includible in gross income for     
U.S. income tax purposes even if the Puerto Rico retirement plan is a plan      
described in ERISA Section 1022(i)(1). By contrast, a transfer from a qualified 
retirement plan trust under the Code to a Puerto Rico qualified retirement plan 
trust that has made an election under ERISA Section 1022(i)(2) is not treated   
as a distribution from the transferor plan for U.S. income tax purposes because 
a Puerto Rico retirement plan that has made an election under ERISA Section     
1022(i)(2) is treated as a qualified retirement plan for purposes Code Section  
401(a). The IRS has determined that the above described rules prescribing the   
inclusion in income of transfers of assets and liabilities to a Puerto Rico     
retirement plan trust described in ERISA Section 1022(i)(1) would be applicable 
to transfers taking effect after December 31, 2012.                             

Similar to the IRS in Revenue Ruling 2013-17, the U.S. Department of Labor      
issued DOL Technical Release No. 2013-04 on September 18, 2013, providing that, 
where the Secretary of Labor has authority to regulate with respect to the      
provisions of ERISA dealing with the use of the term "spouse," spouse will be   
read to refer to any individuals who are lawfully married under any state law,  
including same-sex spouses, and without regard to whether their state of        
domicile recognizes same-sex marriage. Thus, for ERISA purposes as well as      
Federal tax purposes, an employee benefit plan participant who marries a person 
of the same sex in a jurisdiction that recognizes same-sex marriage will        
continue to be treated as married even if the couple moves to a jurisdiction,   
like Puerto Rico, that does not recognize same-sex marriage.                    

11. OTHER INFORMATION                                                           

METLIFE USA                                                                     

MetLife Insurance Company USA is a stock life insurance company originally      
chartered in Connecticut in 1863 and currently subject to the laws of the State 
of Delaware. MetLife USA was previously known as MetLife Insurance Company of   
Connecticut but changed its name to MetLife Insurance Company USA when it       
changed its state of domicile from Connecticut to Delaware on November 14,      
2014. MetLife USA is licensed to conduct business in all states of the United   
States, except New York, and in the District of Columbia, Puerto Rico, Guam,    
the U.S. and British Virgin Islands and the Bahamas. The company is a           
wholly-owned subsidiary of MetLife, Inc., a publicly-traded company. MetLife,   
Inc., through its subsidiaries and affiliates, is a leading provider of         
insurance and financial services to individuals and institutional customers.    
The company's executive offices are located at 11225 North Community House      
Road, Charlotte, NC 28277.                                                      

Prior to November 17, 2014, the contract was issued by MetLife Investors USA    
Insurance Company (MetLife Investors). On November, 14, 2014, following the     
close of business MetLife Investors merged into MetLife USA and MetLife USA     
replaced MetLife Investors as the issuer of the contract.                       

THE SEPARATE ACCOUNT                                                            

We have established a SEPARATE ACCOUNT, MetLife Investors USA Separate Account  
A (Separate Account), to hold the assets that underlie the contracts. The Board 
of Directors of MetLife Investors USA Insurance Company (MetLife Investors)     
adopted a resolution to establish the Separate Account under Delaware insurance 
law on May 29, 1980. On November 14, 2014, following the close of business      
MetLife Investors merged into MetLife USA and the Separate Account became a     
separate account of MetLife USA. We have registered the Separate Account with   
the Securities and Exchange Commission as a unit investment trust under the     
Investment Company Act of 1940. The Separate Account is divided into            
subaccounts.                                                                    

The Separate Account's assets are solely for the benefit of those who invest in 
the Separate Account and no one else, including our creditors. The assets of    
the Separate Account are held in our name on behalf of the Separate Account and 

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legally belong to us. All the income, gains and losses (realized or unrealized) 
resulting from these assets are credited to or charged against the contracts    
issued from this Separate Account without regard to our other business.         

We reserve the right to transfer assets of the Separate Account to another      
account, and to modify the structure or operation of the Separate Account,      
subject to necessary regulatory approvals. If we do so, we will notify you of   
any such changes and we guarantee that the modification will not affect your    
Account Value.                                                                  

We are obligated to pay all money we owe under the contracts - such as death    
benefits and income payments - even if that amount exceeds the assets in the    
Separate Account. Any such amount that exceeds the assets in the Separate       
Account is paid from our general account. Any amount under any optional death   
benefit, optional Guaranteed Minimum Income Benefit, optional Guaranteed        
Withdrawal Benefit, or optional Guaranteed Lifetime Withdrawal Benefit that     
exceeds the assets in the Separate Account is also paid from our general        
account. Benefit amounts paid from the general account are subject to our       
financial strength and claims paying ability and our long term ability to make  
such payments. We issue other annuity contracts and life insurance policies     
where we pay all money we owe under those contracts and policies from our       
general account. MetLife USA is regulated as an insurance company under state   
law, which generally includes limits on the amount and type of investments in   
our general account. However, there is no guarantee that we will be able to meet
our claims paying obligations; there are risks to purchasing any insurance      
product.                                                                        

The investment advisers to certain of the Investment Portfolios offered with    
the contracts or with other variable annuity contracts issued through the       
Separate Account may be regulated as Commodity Pool Operators. While it does    
not concede that the Separate Account is a commodity pool, MetLife USA has      
claimed an exclusion from the definition of the term "commodity pool operator"  
under the Commodities Exchange Act (CEA), and is not subject to registration or 
regulation as a pool operator under the CEA.                                    

DISTRIBUTOR                                                                     

We have entered into a distribution agreement with our affiliate, MetLife       
Investors Distribution Company (Distributor), 1095 Avenue of the Americas, New  
York, NY 10036, for the distribution of the contracts. Distributor is a member  
of the Financial Industry Regulatory Authority (FINRA). FINRA provides          
background information about broker-dealers and their registered                
representatives through FINRA BrokerCheck. You may contact the FINRA            
BrokerCheck Hotline at 1-800-289-9999, or log on to www.finra.org. An investor  
brochure that includes information describing FINRA BrokerCheck is available    
through the Hotline or on-line.                                                 

Distributor, and in certain cases, we, have entered into selling agreements     
with other affiliated and unaffiliated selling firms for the sale of the        
contracts. We pay compensation to Distributor for sales of the contracts by     
selling firms. We also pay amounts to Distributor that may be used for its      
operating and other expenses, including the following sales expenses:           
compensation and bonuses for the Distributor's management team, advertising     
expenses, and other expenses of distributing the contracts. Distributor's       
management team and registered representatives also may be eligible for         
non-cash compensation items that we may provide jointly with Distributor.       
Non-cash items include conferences, seminars and trips (including travel,       
lodging and meals in connection therewith), entertainment, merchandise and      
other similar items.                                                            

All of the Investment Portfolios make payments to Distributor under their       
distribution plans in consideration of services provided and expenses incurred  
by Distributor in distributing shares of the Investment Portfolios. (See the    
Investment Portfolio prospectuses for more information.) These payments range   
from 0.15% to 0.55% of Separate Account assets invested in the particular       
Investment Portfolio.                                                           

We pay American Funds Distributors, Inc., principal underwriter for the         
American Funds Insurance Series, a percentage of Purchase Payments allocated to 
the following portfolios for the services it provides in marketing the          
portfolios' shares in connection with the contract: the American Funds (Reg.    
TM) Growth Portfolio, the American Funds (Reg. TM) Moderate Allocation          
Portfolio, the American Funds (Reg. TM) Balanced Allocation Portfolio, and the  
American Funds (Reg. TM) Growth Allocation Portfolio.                           

SELLING FIRMS                                                                   

As noted above, Distributor, and in certain cases, we, have entered into        
selling agreements with affiliated and unaffiliated selling firms for the sale  
of the contracts. Affiliated selling firms include MetLife Securities, Inc.     
(MetLife Securities) and New England Securities Corporation. All selling firms  
receive commissions, and they may also receive some form of non-cash            

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compensation. Certain selected selling firms receive additional compensation    
(described below under "Additional Compensation for Selected Selling Firms").   
These commissions and other incentives or payments are not charged directly to  
contract Owners or the Separate Account. We intend to recoup commissions and    
other sales expenses through fees and charges deducted under the contract or    
from our general account. A portion of the payments made to selling firms may   
be passed on to their sales representatives in accordance with the selling      
firms' internal compensation programs. Those programs may also include other    
types of cash and non-cash compensation and other benefits. Registered          
representatives of the selling firms may also receive non-cash compensation,    
pursuant to their firm's guidelines, directly from us or Distributor.           

COMPENSATION PAID TO SELLING FIRMS. We and Distributor pay compensation to all  
affiliated and unaffiliated selling firms in the form of commissions and may    
also provide certain types of non-cash compensation. The maximum commission     
payable for contract sales and additional Purchase Payments by selling firms is 
8% of Purchase Payments. Some selling firms may elect to receive a lower        
commission when a Purchase Payment is made, along with annual trail commissions 
up to 1.20% of Account Value (less Purchase Payments received within the        
previous 12 months) for so long as the contract remains in effect or as agreed  
in the selling agreement. We also pay commissions when a contract Owner elects  
to begin receiving regular income payments (referred to as "Annuity Payments"). 
(See "Annuity Payments - The Income Phase.") Distributor may also provide       
non-cash compensation items that we may provide jointly with Distributor.       
Non-cash items may include expenses for conference or seminar trips, certain    
gifts, prizes, and awards. With respect to the contracts, the compensation paid 
to affiliated selling firms is generally not expected to exceed, on a present   
value basis, the aggregate amount of compensation that is paid by Distributor   
to all other selling firms as noted above.                                      

SALES BY OUR AFFILIATES. As previously noted, we and Distributor may offer the  
contracts through retail selling firms that are affiliates of ours. The amount  
of compensation the affiliated selling firms pass on to their sales             
representatives is determined in accordance with their own internal             
compensation programs. These programs may also include other types of cash      
compensation, such as bonuses, equity awards (such as stock options), training  
allowances, supplementary salary, financing arrangements, marketing support,    
medical and other insurance benefits, retirement benefits, non-qualified        
deferred compensation plans and other benefits. Sales representatives of our    
affiliates must meet a minimum level of sales production in order to maintain   
their agent status with us. Sales representatives can meet the minimum level of 
sales production through sales of proprietary and/or non-proprietary products.  
(Proprietary products are those issued by us or our affiliates.) However, sales 
representatives can meet a lower alternative minimum level of sales production  
if the sales representative focuses on sales of proprietary products.           
Therefore, a sales representative may have an incentive to favor the sale of    
proprietary products. Moreover, because the managers who supervise the          
representatives receive a higher level of compensation based on sales of        
proprietary products, these sales managers have an incentive to promote the     
sale of proprietary products.                                                   

Sales representatives of our affiliates receive cash payments for the products  
they sell and service based upon a "gross dealer concession" model. Gross       
dealer concession may also be credited when the contract is annuitized. The     
amount of gross dealer concession credited upon annuitization depends on        
several factors, including the number of years the contract has been in force.  

Sales representatives of our affiliates are entitled to part or all of the      
gross dealer concession. The percentage to which a representative is entitled   
is determined by a sliding-scale formula that takes into account the total      
amount of proprietary and non-proprietary products sold and serviced by the     
representative.                                                                 

Sales representatives of our affiliates and their managers may be eligible for  
additional cash compensation, such as bonuses and expense allowances (that may  
be tied to sales of specific products), equity awards (such as stock options),  
training allowances, supplemental compensation, product level add-ons           
controlled at the local and company levels, financing arrangements, special     
loan repayment options, marketing support, medical and other insurance          
benefits, and retirement benefits and other benefits. Since some of this        
additional compensation, in particular, life insurance, disability and          
retirement benefits, is based primarily on the amount of proprietary products   
sold, sales representatives and their managers have an incentive to favor the   
sale of proprietary products. Sales representatives who meet certain            
productivity, persistency, and length of service standards and/or their         
managers may be eligible for                                                    

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additional cash compensation. Moreover, managers may be eligible for additional 
cash compensation based on the sales production of the sales representatives    
that the manager supervises. The business unit responsible for the operation of 
our distribution system is also eligible to receive an amount of compensation.  

Ask your registered representative for further information about what payments  
your registered representative and the selling firm for which he or she works   
may receive in connection with your purchase of a contract.                     

ADDITIONAL COMPENSATION FOR SELECTED SELLING FIRMS. We and Distributor have     
entered into distribution arrangements with certain selected selling firms.     
Under these arrangements we and Distributor may pay additional compensation to  
selected selling firms, including marketing allowances, introduction fees,      
persistency payments, preferred status fees and industry conference fees.       
Marketing allowances are periodic payments to certain selling firms, the amount 
of which depends on cumulative periodic (usually quarterly) sales of our        
insurance contracts (including the contracts offered by this prospectus) and    
may also depend on meeting thresholds in the sale of certain of our insurance   
contracts (other than the contracts offered by this prospectus). They may also  
include payments we make to cover the cost of marketing or other support        
services provided for or by registered representatives who may sell our         
products. Introduction fees are payments to selling firms in connection with    
the addition of our products to the selling firm's line of investment products, 
including expenses relating to establishing the data communications systems     
necessary for the selling firm to offer, sell and administer our products.      
Persistency payments are periodic payments based on Account Values of our       
variable insurance contracts (including Account Values of the contracts) or     
other persistency standards. Preferred status fees are paid to obtain preferred 
treatment of the contracts in selling firms' marketing programs, which may      
include marketing services, participation in marketing meetings, listings in    
data resources and increased access to their sales representatives. Industry    
conference fees are amounts paid to cover in part the costs associated with     
sales conferences and educational seminars for selling firms' sales             
representatives. We and Distributor have entered into such distribution         
agreements with the unaffiliated selling firms identified in the Statement of   
Additional Information. We and Distributor may enter into similar arrangements  
with affiliated selling firms, such as MetLife Securities and New England       
Securities Corporation.                                                         

The additional types of compensation discussed above are not offered to all     
selling firms. The terms of any particular agreement governing compensation may 
vary among selling firms and the amounts may be significant. The prospect of    
receiving, or the receipt of, additional compensation as described above may    
provide selling firms and/or their sales representatives with an incentive to   
favor sales of the contracts over other variable annuity contracts (or other    
investments) with respect to which selling firm does not receive additional     
compensation, or lower levels of additional compensation. You may wish to take  
such payment arrangements into account when considering and evaluating any      
recommendation relating to the contracts. For more information about any such   
additional compensation arrangements, ask your registered representative. (See  
the Statement of Additional Information - "Distribution" for a list of selling  
firms that received compensation during 2013, as well as the range of           
additional compensation paid.)                                                  

REQUESTS AND ELECTIONS                                                          

We will treat your request for a contract transaction, or your submission of a  
Purchase Payment, as received by us if we receive a request conforming to our   
administrative procedures or a payment at our Annuity Service Center before the 
close of regular trading on the New York Stock Exchange on that day. We will    
treat your submission of a Purchase Payment as received by us if we receive a   
payment at our Annuity Service Center (or a designee receives a payment in      
accordance with the designee's administrative procedures) before the close of   
regular trading on the New York Stock Exchange on that day. If we receive the   
request, or if we (or our designee) receive the payment, after the close of     
trading on the New York Stock Exchange on that day, or if the New York Stock    
Exchange is not open that day, then the request or payment will be treated as   
received on the next day when the New York Stock Exchange is open. Our Annuity  
Service Center is located at P.O. Box 10366, Des Moines, IA 50306-0366. If you  
send your Purchase Payments or transaction requests to an address other than    
the one we have designated for receipt of such                                  

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Purchase Payments or requests, we may return the Purchase Payment to you, or    
there may be a delay in applying the Purchase Payment or transaction to your    
contract.                                                                       

Requests for service may be made:                                               

o  Through your registered representative                                       

o  By telephone at (800) 343-8496, between the hours of 7:30AM and 5:30PM       
    Central Time Monday through Thursday and 7:30AM and 5:00PM Central Time on
Friday                                                                

o  In writing to our Annuity Service Center                                     

o  By fax at (515) 457-4400 or                                                  

o  By Internet at www.metlifeinvestors.com                                      

Some of the requests for service that may be made by telephone or Internet      
include transfers of Account Value (see "Investment Options - Transfers -       
Transfers By Telephone or Other Means") and changes to the allocation of future 
Purchase Payments (see "Purchase - Allocation of Purchase Payments"). We may    
from time to time permit requests for other types of transactions to be made by 
telephone or Internet. All transaction requests must be in Good Order. Contact  
us for further information. Some selling firms may restrict the ability of      
their registered representatives to convey transaction requests by telephone or 
Internet on your behalf.                                                        

We will use reasonable procedures such as requiring certain identifying         
information, tape recording the telephone instructions, and providing written   
confirmation of the transaction, in order to confirm that instructions          
communicated by telephone, fax, Internet or other means are genuine. Any        
telephone, fax or Internet instructions reasonably believed by us to be genuine 
will be your responsibility, including losses arising from any errors in the    
communication of instructions. As a result of this policy, you will bear the    
risk of loss. If we do not employ reasonable procedures to confirm that         
instructions communicated by telephone, fax or Internet are genuine, we may be  
liable for any losses due to unauthorized or fraudulent transactions. All other 
requests and elections under your contract must be in writing signed by the     
proper party, must include any necessary documentation and must be received at  
our Annuity Service Center to be effective. If acceptable to us, requests or    
elections relating to Beneficiaries and Ownership will take effect as of the    
date signed unless we have already acted in reliance on the prior status. We    
are not responsible for the validity of any written request or action.          

GOOD ORDER. A request or transaction generally is considered in GOOD ORDER if   
it complies with our administrative procedures and the required information is  
complete and accurate. A request or transaction may be rejected or delayed if   
not in Good Order. Good Order generally means the actual receipt by us of the   
instructions relating to the requested transaction in writing (or, when         
permitted, by telephone or Internet as described above) along with all forms,   
information and supporting legal documentation necessary to effect the          
transaction. This information and documentation generally includes to the       
extent applicable to the transaction: your completed application; your contract 
number; the transaction amount (in dollars or percentage terms); the names and  
allocations to and/or from the Investment Portfolios affected by the requested  
transaction; the signatures of all contract Owners (exactly as indicated on the 
contract), if necessary; Social Security Number or Tax I.D.; and any other      
information or supporting documentation that we may require, including any      
spousal or Joint Owner's consents. With respect to Purchase Payments, Good      
Order also generally includes receipt by us of sufficient funds to effect the   
purchase. We may, in our sole discretion, determine whether any particular      
transaction request is in Good Order, and we reserve the right to change or     
waive any Good Order requirement at any time. If you have any questions, you    
should contact us or your registered representative before submitting the form  
or request.                                                                     

TELEPHONE AND COMPUTER SYSTEMS. Telephone and computer systems may not always   
be available. Any telephone or computer system, whether it is yours, your       
service provider's, your agent's, or ours, can experience outages or slowdowns  
for a variety of reasons. These outages or slowdowns may delay or prevent our   
processing of your request. Although we have taken precautions to help our      
systems handle heavy use, we cannot promise complete reliability under all      
circumstances. If you experience technical difficulties or problems, you should 
make your transaction request in writing to our Annuity Service Center.         

CONFIRMING TRANSACTIONS. We will send out written statements confirming that a  
transaction was recently                                                        

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completed. Unless you inform us of any errors within 60 days of receipt, we     
will consider these communications to be accurate and complete.                 

OWNERSHIP                                                                       

OWNER. You, as the OWNER of the contract, have all the interest and rights      
under the contract.                                                             

These rights include the right to:                                              

o  change the Beneficiary.                                                      

o  change the Annuitant before the Annuity Date (subject to our underwriting    
and administrative rules).                                            

o  assign the contract (subject to limitation).                                 

o  change the payment option.                                                   

o  exercise all other rights, benefits, options and privileges allowed by the   
contract or us.                                                       

The Owner is as designated at the time the contract is issued, unless changed.  
Any change of Owner is subject to our underwriting rules in effect at the time  
of the request.                                                                 

JOINT OWNER. The contract can be owned by JOINT OWNERS, limited to two natural  
persons. Upon the death of either Owner, the surviving Owner will be the        
primary Beneficiary. Any other Beneficiary designation will be treated as a     
contingent Beneficiary unless otherwise indicated.                              

BENEFICIARY. The BENEFICIARY is the person(s) or entity you name to receive any 
death benefit. The Beneficiary is named at the time the contract is issued      
unless changed at a later date. Unless an irrevocable Beneficiary has been      
named, you can change the Beneficiary at any time before you die. If Joint      
Owners are named, unless you tell us otherwise, the surviving Joint Owner will  
be the primary Beneficiary. Any other Beneficiary designation will be treated   
as a contingent Beneficiary (unless you tell us otherwise).                     

ABANDONED PROPERTY REQUIREMENTS. Every state has unclaimed property laws which  
generally declare non-ERISA annuity contracts to be abandoned after a period of 
inactivity of three to five years from the contract's maturity date or the date 
the death benefit is due and payable. For example, if the payment of a death    
benefit has been triggered, but, if after a thorough search, we are still       
unable to locate the Beneficiary of the death benefit, or the Beneficiary does  
not come forward to claim the death benefit in a timely manner, the death       
benefit will be paid to the abandoned property division or unclaimed property   
office of the state in which the Beneficiary or the Owner last resided, as      
shown on our books and records, or to our state of domicile. (Escheatment is    
the formal, legal name for this process.) However, the state is obligated to    
pay the death benefit (without interest) if your Beneficiary steps forward to   
claim it with the proper documentation. To prevent your contract's proceeds     
from being paid to the state's abandoned or unclaimed property office, it is    
important that you update your Beneficiary designations, including addresses,   
if and as they change. Please call (800) 343-8496 to make such changes.         

ANNUITANT. The ANNUITANT is the natural person(s) on whose life we base Annuity 
Payments. You can change the Annuitant at any time prior to the Annuity Date,   
unless an Owner is not a natural person. Any reference to Annuitant includes    
any joint Annuitant under an Annuity Option. The Owner and the Annuitant do not 
have to be the same person except as required under certain sections of the     
Internal Revenue Code or under a GMIB rider (see "Living Benefits - Guaranteed  
Minimum Income Benefit (GMIB)").                                                

ASSIGNMENT. You can assign a Non-Qualified Contract at any time during your     
lifetime. We will not be bound by the assignment until the written notice of    
the assignment is recorded by us. We will not be liable for any payment or      
other action we take in accordance with the contract before we record the       
assignment. AN ASSIGNMENT MAY BE A TAXABLE EVENT.                               

If the contract is issued pursuant to a qualified plan, there may be            
limitations on your ability to assign the contract.                             

LEGAL PROCEEDINGS                                                               

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

It is not possible to predict with certainty the ultimate outcome of any        
pending legal proceeding or regulatory action. However, MetLife USA does not    
believe any such action or proceeding will have a material adverse effect upon  
the Separate Account or upon the ability of MetLife                             

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Investors Distribution Company to perform its contract with the Separate        
Account or of MetLife USA to meet its obligations under the contracts.          

FINANCIAL STATEMENTS                                                            

Our financial statements and the financial statements of the Separate Account   
have been included in the SAI.                                                  

TABLE OF CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION                    

Company                                                               

Independent Registered Public Accounting Firm                         

Custodian                                                             

Distribution                                                          

Reduction or Elimination of the Withdrawal Charge                   

Calculation of Performance Information                                

Total Return                                                          

Historical Unit Values                                              
Reporting Agencies                                                  

Annuity Provisions                                                    

Variable Annuity                                                      

Fixed Annuity                                                       
Mortality and Expense Guarantee                                     

Legal or Regulatory Restrictions on Transactions                    

Additional Federal Tax Considerations                                 

Condensed Financial Information                                       

Financial Statements                                                  

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APPENDIX A                                                                      
CONDENSED FINANCIAL INFORMATION                                                 

The following charts list the Condensed Financial Information (the Accumulation 
Unit value information for the Accumulation Units outstanding) for contracts    
issued as of December 31, 2013. See "Purchase - Accumulation Units" in the      
prospectus for information on how Accumulation Unit values are calculated.      
Chart 1 presents Accumulation Unit values for the lowest possible combination   
of Separate Account product charges and death benefit rider charges, and Chart  
2 presents Accumulation Unit values for the highest possible combination of     
such charges. The Statement of Additional Information (SAI) contains the        
Accumulation Unit values for all other possible combinations of Separate        
Account product charges and death benefit rider charges. (See Page 2 for how to 
obtain a copy of the SAI.)                                                      

CHART 1                                                                         

                                                        [Enlarge/Download Table]

                         1.30% SEPARATE ACCOUNT PRODUCT CHARGES                          
                                                                           NUMBER OF     
                                   ACCUMULATION      ACCUMULATION        ACCUMULATION    
                                  UNIT VALUE AT     UNIT VALUE AT            UNITS       
                                   BEGINNING OF         END OF          OUTSTANDING AT   
                                      PERIOD            PERIOD           END OF PERIOD   
                                 ---------------   ---------------   --------------------
                                                                                         
 MET INVESTORS SERIES TRUST                                                              
 ALLIANCEBERNSTEIN GLOBAL DYNAMIC ALLOCATION SUB-ACCOUNT (CLASS B)                       
  10/07/2011    to  12/31/2011        9.435354          9.742614         87,472,237.4879 
  01/01/2012    to  12/31/2012        9.742614         10.585963        152,978,381.8960 
  01/01/2013    to  12/31/2013       10.585963         11.613923        169,731,736.2495 
============   ==== ==========       =========         =========        ================ 
 AMERICAN FUNDS (Reg. TM) BALANCED ALLOCATION SUB-ACCOUNT (CLASS C)                      
  10/07/2011    to  12/31/2011        9.182069          9.580447         88,414,204.6982 
  01/01/2012    to  12/31/2012        9.580447         10.735389         85,232,171.0952 
  01/01/2013    to  12/31/2013       10.735389         12.560555         81,824,939.1748 
============   ==== ==========       =========         =========        ================ 
 AMERICAN FUNDS (Reg. TM) GROWTH ALLOCATION SUB-ACCOUNT (CLASS C)                        
  10/07/2011    to  12/31/2011        8.417697          8.870103         33,789,739.8558 
  01/01/2012    to  12/31/2012        8.870103         10.169637         32,240,225.3491 
  01/01/2013    to  12/31/2013       10.169637         12.558744         31,724,135.7482 
============   ==== ==========       =========         =========        ================ 
 AMERICAN FUNDS (Reg. TM) GROWTH SUB-ACCOUNT (CLASS C)                                   
  10/07/2011    to  12/31/2011        8.195941          8.690929         17,807,338.5059 
  01/01/2012    to  12/31/2012        8.690929         10.071748         16,242,611.5614 
  01/01/2013    to  12/31/2013       10.071748         12.902859         14,509,677.2773 
============   ==== ==========       =========         =========        ================ 
 AMERICAN FUNDS (Reg. TM) MODERATE ALLOCATION SUB-ACCOUNT (CLASS C)                      
  10/07/2011    to  12/31/2011        9.700617         10.050728         49,359,885.5178 
  01/01/2012    to  12/31/2012       10.050728         10.995520         47,394,261.0616 
  01/01/2013    to  12/31/2013       10.995520         12.320964         44,429,541.9266 
============   ==== ==========       =========         =========        ================ 
 AQR GLOBAL RISK BALANCED SUB-ACCOUNT (CLASS B)                                          
  10/07/2011    to  12/31/2011       10.207299         10.612678         92,377,226.2777 
  01/01/2012    to  12/31/2012       10.612678         11.580699        182,954,259.3071 
  01/01/2013    to  12/31/2013       11.580699         11.043464        179,578,910.9757 
============   ==== ==========       =========         =========        ================ 

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APPENDIX A                                                                      
CONDENSED FINANCIAL INFORMATION (CONTINUED)                                     

                                                        [Enlarge/Download Table]

                                       1.30% SEPARATE ACCOUNT PRODUCT CHARGES                                      
                                                                                                    NUMBER OF      
                                                             ACCUMULATION      ACCUMULATION        ACCUMULATION    
                                                            UNIT VALUE AT     UNIT VALUE AT           UNITS        
                                                             BEGINNING OF         END OF          OUTSTANDING AT   
                                                                PERIOD            PERIOD          END OF PERIOD    
                                                           ---------------   ---------------  ---------------------
                                                                                                                   
 BLACKROCK GLOBAL TACTICAL STRATEGIES SUB-ACCOUNT (CLASS B)                                                        
   10/07/2011                             to  12/31/2011        9.276263          9.574992        150,119,851.8443 
   01/01/2012                             to  12/31/2012        9.574992         10.314536        267,185,872.6713 
   01/01/2013                             to  12/31/2013       10.314536         11.230860        288,760,981.4790 
=============                            ==== ==========      ==========        ==========        ================ 
 BLACKROCK HIGH YIELD SUB-ACCOUNT (CLASS B)                                                                        
   10/07/2011                             to  12/31/2011       20.082763         21.280670          2,063,412.1328 
   01/01/2012                             to  12/31/2012       21.280670         24.479242          2,173,964.9521 
   01/01/2013                             to  12/31/2013       24.479242         26.418292          1,956,185.1807 
=============                            ==== ==========      ==========        ==========        ================ 
 CLARION GLOBAL REAL ESTATE SUB-ACCOUNT (CLASS B)                                                                  
   10/07/2011                             to  12/31/2011       12.538497         13.380587          2,036,653.1730 
   01/01/2012                             to  12/31/2012       13.380587         16.639355          1,979,620.9871 
   01/01/2013                             to  12/31/2013       16.639355         17.006799          1,965,252.6964 
=============                            ==== ==========      ==========        ==========        ================ 
 CLEARBRIDGE AGGRESSIVE GROWTH SUB-ACCOUNT (CLASS B)                                                               
  (FORMERLY LEGG MASON CLEARBRIDGE AGGRESSIVE GROWTH SUB-ACCOUNT (CLASS B))                                        
   10/07/2011                             to  12/31/2011        7.165699          7.776185          5,492,614.1341 
   01/01/2012                             to  12/31/2012        7.776185          9.095753          5,155,379.8146 
   01/01/2013                             to  12/31/2013        9.095753         13.072561          5,302,990.5592 
=============                            ==== ==========      ==========        ==========        ================ 
 CLEARBRIDGE AGGRESSIVE GROWTH PORTFOLIO II SUB-ACCOUNT (CLASS B)                                                  
  (FORMERLY JANUS FORTY SUB-ACCOUNT (CLASS B))                                                                     
   10/07/2011                             to  12/31/2011      140.840751        146.053290            104,844.0340 
   01/01/2012                             to  12/31/2012      146.053290        176.615267            124,871.9776 
   01/01/2013                             to  12/31/2013      176.615267        224.517975            111,375.7953 
=============                            ==== ==========      ==========        ==========        ================ 
 GOLDMAN SACHS MID CAP VALUE SUB-ACCOUNT (CLASS B)                                                                 
   10/07/2011                             to  12/31/2011       13.235086         14.454596          1,852,406.6525 
   01/01/2012                             to  12/31/2012       14.454596         16.851844          1,790,691.5035 
   01/01/2013                             to  12/31/2013       16.851844         22.065390          1,664,596.4167 
=============                            ==== ==========      ==========        ==========        ================ 
 HARRIS OAKMARK INTERNATIONAL SUB-ACCOUNT (CLASS B)                                                                
   10/07/2011                             to  12/31/2011       17.005975         17.042734          5,791,977.6310 
   01/01/2012                             to  12/31/2012       17.042734         21.742292          5,578,264.7818 
   01/01/2013                             to  12/31/2013       21.742292         28.005076          5,190,349.5723 
=============                            ==== ==========      ==========        ==========        ================ 
 INVESCO BALANCED-RISK ALLOCATION SUB-ACCOUNT (CLASS B)                                                            
   04/30/2012                             to  12/31/2012        1.010730          1.048710        406,581,215.1460 
   01/01/2013                             to  12/31/2013        1.048710          1.054430        570,007,161.8909 
=============                            ==== ==========      ==========        ==========        ================ 
 INVESCO COMSTOCK SUB-ACCOUNT (CLASS B)                                                                            
  (FORMERLY VAN KAMPEN COMSTOCK SUB-ACCOUNT (CLASS B))                                                             
   10/07/2011                             to  12/31/2011        9.273523         10.070573          3,635,992.5356 
   01/01/2012                             to  12/31/2012       10.070573         11.772115          3,660,409.0134 
   01/01/2013                             to  12/31/2013       11.772115         15.732268          3,487,293.0674 
=============                            ==== ==========      ==========        ==========        ================ 

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APPENDIX A                                                                      
CONDENSED FINANCIAL INFORMATION (CONTINUED)                                     

                                                        [Enlarge/Download Table]

                                      1.30% SEPARATE ACCOUNT PRODUCT CHARGES                                      
                                                                                                    NUMBER OF     
                                                             ACCUMULATION      ACCUMULATION        ACCUMULATION   
                                                            UNIT VALUE AT     UNIT VALUE AT           UNITS       
                                                             BEGINNING OF         END OF          OUTSTANDING AT  
                                                                PERIOD            PERIOD          END OF PERIOD   
                                                           ---------------   ---------------   -------------------
                                                                                                                  
 INVESCO MID CAP VALUE SUB-ACCOUNT (CLASS B)                                                                      
  (FORMERLY LORD ABBETT MID CAP VALUE SUB-ACCOUNT (CLASS B)                                                       
   10/07/2011                             to  12/31/2011       22.170662         24.690661         1,134,352.2745 
   01/01/2012                             to  12/31/2012       24.690661         27.951905         1,058,435.7372 
   01/01/2013                             to  12/31/2013       27.951905         35.952432           928,966.7351 
=============                            ==== ==========       =========         =========       ================ 
 INVESCO SMALL CAP GROWTH SUB-ACCOUNT (CLASS B)                                                                   
   10/07/2011                             to  12/31/2011       14.403514         15.673293         2,352,540.4881 
   01/01/2012                             to  12/31/2012       15.673293         18.290124         2,197,109.9668 
   01/01/2013                             to  12/31/2013       18.290124         25.307315         2,044,616.4242 
=============                            ==== ==========       =========         =========       ================ 
 JPMORGAN CORE BOND SUB-ACCOUNT (CLASS B)                                                                         
   04/29/2013                             to  12/31/2013       11.289575         10.746382         8,656,716.7311 
=============                            ==== ==========       =========         =========       ================ 
 JPMORGAN CORE BOND SUB-ACCOUNT (CLASS B)                                                                         
  (FORMERLY JPMORGAN CORE BOND SUB-ACCOUNT (CLASS C) AND BEFORE THAT AMERICAN FUNDS (Reg. TM) BOND                
  SUB-ACCOUNT (CLASS C))                                                                                          
   10/07/2011                             to  12/31/2011       10.697353         10.843343         9,321,045.1516 
   01/01/2012                             to  12/31/2012       10.843343         11.228709         8,506,997.8243 
   01/01/2013                             to  04/26/2013       11.228709         11.199946                 0.0000 
=============                            ==== ==========       =========         =========       ================ 
 JPMORGAN GLOBAL ACTIVE ALLOCATION SUB-ACCOUNT (CLASS B)                                                          
   04/30/2012                             to  12/31/2012        1.012784          1.050758       210,248,693.9742 
   01/01/2013                             to  12/31/2013        1.050758          1.151141       434,943,247.7967 
=============                            ==== ==========       =========         =========       ================ 
 LOOMIS SAYLES GLOBAL MARKETS SUB-ACCOUNT (CLASS B)                                                               
   10/07/2011                             to  12/31/2011       12.071141         12.743706         2,764,511.7597 
   01/01/2012                             to  12/31/2012       12.743706         14.707991         2,711,798.8262 
   01/01/2013                             to  12/31/2013       14.707991         17.004709         2,492,541.0173 
=============                            ==== ==========       =========         =========       ================ 
 LORD ABBETT BOND DEBENTURE SUB-ACCOUNT (CLASS B)                                                                 
   10/07/2011                             to  12/31/2011       23.052425         24.409263         1,517,330.8051 
   01/01/2012                             to  12/31/2012       24.409263         27.211687         1,463,897.7166 
   01/01/2013                             to  12/31/2013       27.211687         29.003412         1,332,272.6490 
=============                            ==== ==========       =========         =========       ================ 
 MET/EATON VANCE FLOATING RATE SUB-ACCOUNT (CLASS B)                                                              
   10/07/2011                             to  12/31/2011       10.020129         10.300527         1,016,810.4853 
   01/01/2012                             to  12/31/2012       10.300527         10.912106         1,178,875.3482 
   01/01/2013                             to  12/31/2013       10.912106         11.184364         1,411,861.6434 
=============                            ==== ==========       =========         =========       ================ 
 MET/FRANKLIN LOW DURATION TOTAL RETURN SUB-ACCOUNT (CLASS B)                                                     
   10/07/2011                             to  12/31/2011        9.723365          9.773621           760,289.1640 
   01/01/2012                             to  12/31/2012        9.773621         10.070996         1,373,041.7623 
   01/01/2013                             to  12/31/2013       10.070996         10.056309         3,792,084.7793 
=============                            ==== ==========       =========         =========       ================ 

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APPENDIX A                                                                      
CONDENSED FINANCIAL INFORMATION (CONTINUED)                                     

                                                        [Enlarge/Download Table]

                         1.30% SEPARATE ACCOUNT PRODUCT CHARGES                        
                                                                         NUMBER OF     
                                   ACCUMULATION      ACCUMULATION       ACCUMULATION   
                                  UNIT VALUE AT     UNIT VALUE AT          UNITS       
                                   BEGINNING OF         END OF         OUTSTANDING AT  
                                      PERIOD            PERIOD         END OF PERIOD   
                                 ---------------   ---------------  -------------------
                                                                                       
 MET/TEMPLETON INTERNATIONAL BOND SUB-ACCOUNT (CLASS B)                                
  10/07/2011    to  12/31/2011       11.975895         12.023913        1,387,277.0915 
  01/01/2012    to  12/31/2012       12.023913         13.563466        1,410,153.4088 
  01/01/2013    to  12/31/2013       13.563466         13.527178        1,428,928.6292 
============   ==== ==========       =========         =========      ================ 
 METLIFE BALANCED PLUS SUB-ACCOUNT (CLASS B)                                           
  10/07/2011    to  12/31/2011        9.196727          9.389789      146,291,235.5407 
  01/01/2012    to  12/31/2012        9.389789         10.482770      272,622,115.9848 
  01/01/2013    to  12/31/2013       10.482770         11.833440      340,774,034.3895 
============   ==== ==========       =========         =========      ================ 
 METLIFE MULTI-INDEX TARGETED RISK SUB-ACCOUNT (CLASS B)                               
  11/12/2012    to  12/31/2012        0.987648          1.013870       10,533,926.9939 
  01/01/2013    to  12/31/2013        1.013870          1.130318      131,942,122.1762 
============   ==== ==========       =========         =========      ================ 
 MFS (Reg. TM) EMERGING MARKETS EQUITY SUB-ACCOUNT (CLASS B)                           
  10/07/2011    to  12/31/2011        9.838962         10.137634        6,209,556.0465 
  01/01/2012    to  12/31/2012       10.137634         11.896795        6,117,748.3955 
  01/01/2013    to  12/31/2013       11.896795         11.158201        6,910,295.0813 
============   ==== ==========       =========         =========      ================ 
 MFS (Reg. TM) RESEARCH INTERNATIONAL SUB-ACCOUNT (CLASS B)                            
  10/07/2011    to  12/31/2011       12.719068         12.911869        2,998,295.0149 
  01/01/2012    to  12/31/2012       12.911869         14.873560        2,791,702.8217 
  01/01/2013    to  12/31/2013       14.873560         17.508739        2,555,128.8351 
============   ==== ==========       =========         =========      ================ 
 PIMCO INFLATION PROTECTED BOND SUB-ACCOUNT (CLASS B)                                  
  10/07/2011    to  12/31/2011       14.940174         15.230028       13,844,801.7556 
  01/01/2012    to  12/31/2012       15.230028         16.405011       14,454,848.7169 
  01/01/2013    to  12/31/2013       16.405011         14.691194       13,670,745.5495 
============   ==== ==========       =========         =========      ================ 
 PIMCO TOTAL RETURN SUB-ACCOUNT (CLASS B)                                              
  10/07/2011    to  12/31/2011       16.472907         16.846289       30,697,925.6382 
  01/01/2012    to  12/31/2012       16.846289         18.169131       31,441,621.8671 
  01/01/2013    to  12/31/2013       18.169131         17.590952       30,240,734.4597 
============   ==== ==========       =========         =========      ================ 
 PIONEER FUND SUB-ACCOUNT (CLASS B)                                                    
  10/07/2011    to  12/31/2011       16.639737         17.932990          301,345.6205 
  01/01/2012    to  12/31/2012       17.932990         19.536993          275,482.8319 
  01/01/2013    to  12/31/2013       19.536993         25.593388          240,952.6036 
============   ==== ==========       =========         =========      ================ 
 PIONEER STRATEGIC INCOME SUB-ACCOUNT (CLASS E)                                        
  10/07/2011    to  12/31/2011       25.306308         25.945508          762,831.1800 
  01/01/2012    to  12/31/2012       25.945508         28.542174        1,001,452.1467 
  01/01/2013    to  12/31/2013       28.542174         28.571028          887,925.8301 
============   ==== ==========       =========         =========      ================ 

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APPENDIX A                                                                      
CONDENSED FINANCIAL INFORMATION (CONTINUED)                                     

                                                        [Enlarge/Download Table]

                                      1.30% SEPARATE ACCOUNT PRODUCT CHARGES                                      
                                                                                                    NUMBER OF     
                                                             ACCUMULATION      ACCUMULATION       ACCUMULATION    
                                                            UNIT VALUE AT     UNIT VALUE AT           UNITS       
                                                             BEGINNING OF         END OF         OUTSTANDING AT   
                                                                PERIOD            PERIOD          END OF PERIOD   
                                                           ---------------   ---------------  --------------------
                                                                                                                  
 PYRAMIS (Reg. TM) GOVERNMENT INCOME SUB-ACCOUNT (CLASS B)                                                        
   10/07/2011                             to  12/31/2011       10.618592         10.762701        22,924,667.0074 
   01/01/2012                             to  12/31/2012       10.762701         10.957512        54,029,597.9339 
   01/01/2013                             to  12/31/2013       10.957512         10.327163        46,476,556.2724 
=============                            ==== ==========       =========         =========       ================ 
 PYRAMIS (Reg. TM) MANAGED RISK SUB-ACCOUNT (CLASS B)                                                             
   04/29/2013                             to  12/31/2013       10.216374         10.760741         4,340,240.8954 
=============                            ==== ==========       =========         =========       ================ 
 SCHRODERS GLOBAL MULTI-ASSET SUB-ACCOUNT (CLASS B)                                                               
   04/30/2012                             to  12/31/2012        1.010762          1.068883       123,242,009.3195 
   01/01/2013                             to  12/31/2013        1.068883          1.161756       249,036,780.3617 
=============                            ==== ==========       =========         =========       ================ 
 SSGA GROWTH AND INCOME ETF SUB-ACCOUNT (CLASS B)                                                                 
   10/07/2011                             to  12/31/2011       11.076533         11.715944        41,996,490.6075 
   01/01/2012                             to  12/31/2012       11.715944         13.049283        39,621,347.3592 
   01/01/2013                             to  12/31/2013       13.049283         14.546415        37,448,388.1264 
=============                            ==== ==========       =========         =========       ================ 
 SSGA GROWTH ETF SUB-ACCOUNT (CLASS B)                                                                            
   10/07/2011                             to  12/31/2011       10.290687         10.936433        11,813,491.2283 
   01/01/2012                             to  12/31/2012       10.936433         12.417139        11,404,053.4972 
   01/01/2013                             to  12/31/2013       12.417139         14.471865        11,140,414.1474 
=============                            ==== ==========       =========         =========       ================ 
 T. ROWE PRICE LARGE CAP VALUE SUB-ACCOUNT (CLASS B)                                                              
   10/07/2011                             to  12/31/2011       42.518049         46.908933         1,343,801.4715 
   01/01/2012                             to  12/31/2012       46.908933         54.624034         1,259,984.4053 
   01/01/2013                             to  12/31/2013       54.624034         72.130028         1,187,382.4744 
=============                            ==== ==========       =========         =========       ================ 
 T. ROWE PRICE MID CAP GROWTH SUB-ACCOUNT (CLASS B)                                                               
   10/07/2011                             to  12/31/2011        9.570662         10.275240         9,475,129.6951 
   01/01/2012                             to  12/31/2012       10.275240         11.529560         9,265,659.0795 
   01/01/2013                             to  12/31/2013       11.529560         15.543598         8,144,985.8940 
=============                            ==== ==========       =========         =========       ================ 
 THIRD AVENUE SMALL CAP VALUE SUB-ACCOUNT (CLASS B)                                                               
   10/07/2011                             to  12/31/2011       15.094416         16.085167         2,967,182.7139 
   01/01/2012                             to  12/31/2012       16.085167         18.732062         2,790,437.3336 
   01/01/2013                             to  12/31/2013       18.732062         24.489743         2,493,308.5288 
=============                            ==== ==========       =========         =========       ================ 
 METROPOLITAN SERIES FUND                                                                                         
 BAILLIE GIFFORD INTERNATIONAL STOCK SUB-ACCOUNT (CLASS B)                                                        
   04/29/2013                             to  12/31/2013        9.202025         10.105074         9,362,069.7249 
=============                            ==== ==========       =========         =========       ================ 
 BAILLIE GIFFORD INTERNATIONAL STOCK SUB-ACCOUNT (CLASS B)                                                        
  (FORMERLY AMERICAN FUNDS (Reg. TM) INTERNATIONAL SUB-ACCOUNT (CLASS C))                                         
   10/07/2011                             to  12/31/2011        7.330378          7.611678        11,131,746.8079 
   01/01/2012                             to  12/31/2012        7.611678          8.823283        10,243,124.1380 
   01/01/2013                             to  04/26/2013        8.823283          9.153894                 0.0000 
=============                            ==== ==========       =========         =========       ================ 

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APPENDIX A                                                                      
CONDENSED FINANCIAL INFORMATION (CONTINUED)                                     

                                                        [Enlarge/Download Table]

                                      1.30% SEPARATE ACCOUNT PRODUCT CHARGES                                      
                                                                                                    NUMBER OF     
                                                             ACCUMULATION      ACCUMULATION        ACCUMULATION   
                                                            UNIT VALUE AT     UNIT VALUE AT           UNITS       
                                                             BEGINNING OF         END OF          OUTSTANDING AT  
                                                                PERIOD            PERIOD          END OF PERIOD   
                                                           ---------------   ---------------   -------------------
                                                                                                                  
 BARCLAYS AGGREGATE BOND INDEX SUB-ACCOUNT (CLASS G)                                                              
  (FORMERLY BARCLAYS CAPITAL AGGREGATE BOND INDEX SUB-ACCOUNT (CLASS G))                                          
   10/07/2011                             to  12/31/2011       16.444844         16.645052         2,281,058.8774 
   01/01/2012                             to  12/31/2012       16.645052         17.017605         2,518,688.5814 
   01/01/2013                             to  12/31/2013       17.017605         16.366043         3,330,053.8217 
=============                            ==== ==========       =========         =========         ============== 
 BLACKROCK MONEY MARKET SUB-ACCOUNT (CLASS B)                                                                     
   10/07/2011                             to  12/31/2011       10.577474         10.545875         8,658,626.5751 
   01/01/2012                             to  12/31/2012       10.545875         10.408921         7,797,131.7039 
   01/01/2013                             to  12/31/2013       10.408921         10.274478         6,551,482.7046 
=============                            ==== ==========       =========         =========         ============== 
 DAVIS VENTURE VALUE SUB-ACCOUNT (CLASS E)                                                                        
   10/07/2011                             to  12/31/2011       11.225261         12.286766         9,297,772.1111 
   01/01/2012                             to  12/31/2012       12.286766         13.667612         8,687,278.1193 
   01/01/2013                             to  12/31/2013       13.667612         18.014463         7,800,429.2460 
=============                            ==== ==========       =========         =========         ============== 
 FRONTIER MID CAP GROWTH SUB-ACCOUNT (CLASS B)                                                                    
   04/29/2013                             to  12/31/2013       15.157349         18.081245           942,583.0922 
=============                            ==== ==========       =========         =========         ============== 
 FRONTIER MID CAP GROWTH SUB-ACCOUNT (CLASS B)                                                                    
  (FORMERLY TURNER MID CAP GROWTH SUB-ACCOUNT (CLASS B))                                                          
   10/07/2011                             to  12/31/2011       12.913291         13.332640         1,193,463.1923 
   01/01/2012                             to  12/31/2012       13.332640         13.951718         1,145,420.7714 
   01/01/2013                             to  04/26/2013       13.951718         15.059331                 0.0000 
=============                            ==== ==========       =========         =========         ============== 
 JENNISON GROWTH SUB-ACCOUNT (CLASS B)                                                                            
   10/07/2011                             to  12/31/2011       11.803022         12.288750         3,580,250.9853 
   01/01/2012                             to  12/31/2012       12.288750         14.016187         5,266,191.8150 
   01/01/2013                             to  12/31/2013       14.016187         18.917151         5,418,767.5380 
=============                            ==== ==========       =========         =========         ============== 
 JENNISON GROWTH SUB-ACCOUNT (CLASS B)                                                                            
  (FORMERLY JENNISON LARGE CAP EQUITY SUB-ACCOUNT (CLASS B) AND BEFORE THAT RAINIER LARGE CAP EQUITY              
  SUB-ACCOUNT (CLASS B))                                                                                          
   10/07/2011                             to  12/31/2011        7.136933          7.543923         1,668,809.3386 
   01/01/2012                             to  12/31/2012        7.543923          8.389614         1,593,996.0493 
   01/01/2013                             to  04/26/2013        8.389614          9.018898                 0.0000 
=============                            ==== ==========       =========         =========         ============== 
 MET/ARTISAN MID CAP VALUE SUB-ACCOUNT (CLASS B)                                                                  
   10/07/2011                             to  12/31/2011       13.376418         14.725087         2,462,486.9054 
   01/01/2012                             to  12/31/2012       14.725087         16.217189         2,262,710.0241 
   01/01/2013                             to  12/31/2013       16.217189         21.852076         2,363,948.1777 
=============                            ==== ==========       =========         =========         ============== 
 MET/DIMENSIONAL INTERNATIONAL SMALL COMPANY SUB-ACCOUNT (CLASS B)                                                
   10/07/2011                             to  12/31/2011       14.263740         14.286034           721,654.5882 
   01/01/2012                             to  12/31/2012       14.286034         16.625196           706,488.8791 
   01/01/2013                             to  12/31/2013       16.625196         20.940119           671,789.9159 
=============                            ==== ==========       =========         =========         ============== 

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APPENDIX A                                                                      
CONDENSED FINANCIAL INFORMATION (CONTINUED)                                     

                                                        [Enlarge/Download Table]

                                      1.30% SEPARATE ACCOUNT PRODUCT CHARGES                                     
                                                                                                   NUMBER OF     
                                                             ACCUMULATION      ACCUMULATION       ACCUMULATION   
                                                            UNIT VALUE AT     UNIT VALUE AT          UNITS       
                                                             BEGINNING OF         END OF         OUTSTANDING AT  
                                                                PERIOD            PERIOD         END OF PERIOD   
                                                           ---------------   ---------------  -------------------
                                                                                                                 
 METLIFE MID CAP STOCK INDEX SUB-ACCOUNT (CLASS G)                                                               
   10/07/2011                             to  12/31/2011       15.213986         16.724655        1,131,956.7707 
   01/01/2012                             to  12/31/2012       16.724655         19.357826        1,117,088.2789 
   01/01/2013                             to  12/31/2013       19.357826         25.366238        1,031,143.5434 
=============                            ==== ==========       =========         =========        ============== 
 METLIFE STOCK INDEX SUB-ACCOUNT (CLASS B)                                                                       
   10/07/2011                             to  12/31/2011       11.088110         12.079865        5,404,180.5489 
   01/01/2012                             to  12/31/2012       12.079865         13.762624        5,471,722.6410 
   01/01/2013                             to  12/31/2013       13.762624         17.891134        5,368,614.9179 
=============                            ==== ==========       =========         =========        ============== 
 MFS (Reg. TM) VALUE SUB-ACCOUNT (CLASS B)                                                                       
   04/29/2013                             to  12/31/2013       19.178853         22.424400        2,344,935.5173 
=============                            ==== ==========       =========         =========        ============== 
 MFS (Reg. TM) VALUE SUB-ACCOUNT (CLASS B)                                                                       
  (FORMERLY MET/FRANKLIN MUTUAL SHARES SUB-ACCOUNT (CLASS B))                                                    
   10/07/2011                             to  12/31/2011        8.069675          8.759302        4,950,200.1876 
   01/01/2012                             to  12/31/2012        8.759302          9.848736        4,414,960.7997 
   01/01/2013                             to  04/26/2013        9.848736         10.791833                0.0000 
=============                            ==== ==========       =========         =========        ============== 
 MSCI EAFE (Reg. TM) INDEX SUB-ACCOUNT (CLASS G)                                                                 
  (FORMERLY MORGAN STANLEY EAFE (Reg. TM) SUB-ACCOUNT (CLASS G))                                                 
   10/07/2011                             to  12/31/2011       10.907585         11.029218        1,715,338.8147 
   01/01/2012                             to  12/31/2012       11.029218         12.838985        1,794,653.1621 
   01/01/2013                             to  12/31/2013       12.838985         15.389934        1,767,149.8685 
=============                            ==== ==========       =========         =========        ============== 
 NEUBERGER BERMAN GENESIS SUB-ACCOUNT (CLASS B)                                                                  
   04/29/2013                             to  12/31/2013       16.698150         20.866244        1,314,863.1582 
=============                            ==== ==========       =========         =========        ============== 
 NEUBERGER BERMAN GENESIS SUB-ACCOUNT (CLASS B)                                                                  
  (FORMERLY MLA MID CAP SUB-ACCOUNT (CLASS B))                                                                   
   10/07/2011                             to  12/31/2011       13.468473         14.711750        1,493,215.8776 
   01/01/2012                             to  12/31/2012       14.711750         15.288290        1,454,142.1046 
   01/01/2013                             to  04/26/2013       15.288290         16.581985                0.0000 
=============                            ==== ==========       =========         =========        ============== 
 RUSSELL 2000 (Reg. TM) INDEX SUB-ACCOUNT (CLASS G)                                                              
   10/07/2011                             to  12/31/2011       14.878056         16.796145        1,114,709.9698 
   01/01/2012                             to  12/31/2012       16.796145         19.221546        1,110,495.9500 
   01/01/2013                             to  12/31/2013       19.221546         26.206184        1,106,902.5049 
=============                            ==== ==========       =========         =========        ============== 
 T. ROWE PRICE LARGE CAP GROWTH SUB-ACCOUNT (CLASS B)                                                            
   04/29/2013                             to  12/31/2013        7.233206          9.139353        2,928,105.2634 
=============                            ==== ==========       =========         =========        ============== 
 T. ROWE PRICE LARGE CAP GROWTH SUB-ACCOUNT (CLASS B)                                                            
  (FORMERLY RCM TECHNOLOGY SUB-ACCOUNT (CLASS B))                                                                
   10/07/2011                             to  12/31/2011        6.176759          6.216407        2,892,882.2026 
   01/01/2012                             to  12/31/2012        6.216407          6.879245        2,767,817.1081 
   01/01/2013                             to  04/26/2013        6.879245          7.196061                0.0000 
=============                            ==== ==========       =========         =========        ============== 

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APPENDIX A                                                                      
CONDENSED FINANCIAL INFORMATION (CONTINUED)                                     

                                                        [Enlarge/Download Table]

                         1.30% SEPARATE ACCOUNT PRODUCT CHARGES                         
                                                                          NUMBER OF     
                                   ACCUMULATION      ACCUMULATION        ACCUMULATION   
                                  UNIT VALUE AT     UNIT VALUE AT           UNITS       
                                   BEGINNING OF         END OF          OUTSTANDING AT  
                                      PERIOD            PERIOD          END OF PERIOD   
                                 ---------------   ---------------   -------------------
                                                                                        
 VAN ECK GLOBAL NATURAL RESOURCES SUB-ACCOUNT (CLASS B)                                 
  10/07/2011    to  12/31/2011       14.850373         15.508279         2,037,256.8484 
  01/01/2012    to  12/31/2012       15.508279         15.701587         2,190,737.7068 
  01/01/2013    to  12/31/2013       15.701587         17.165667         2,079,073.3232 
============   ==== ==========       =========         =========       ================ 
 WESTERN ASSET MANAGEMENT U.S. GOVERNMENT SUB-ACCOUNT (CLASS B)                         
  10/07/2011    to  12/31/2011       18.239426         18.351099         1,993,868.7375 
  01/01/2012    to  12/31/2012       18.351099         18.664872         2,062,395.5090 
  01/01/2013    to  12/31/2013       18.664872         18.257014         1,803,733.8169 
============   ==== ==========       =========         =========       ================ 
 MET INVESTORS SERIES TRUST - METLIFE ASSET ALLOCATION PROGRAM                          
 METLIFE AGGRESSIVE STRATEGY SUB-ACCOUNT (CLASS B)                                      
  10/07/2011    to  12/31/2011       10.237746         10.859463        10,617,078.6573 
  01/01/2012    to  12/31/2012       10.859463         12.512996         9,600,012.6941 
  01/01/2013    to  12/31/2013       12.512996         15.995949         8,739,894.1708 
============   ==== ==========       =========         =========       ================ 
 METLIFE BALANCED STRATEGY SUB-ACCOUNT (CLASS B)                                        
  10/07/2011    to  12/31/2011       11.135973         11.647420       127,703,620.4261 
  01/01/2012    to  12/31/2012       11.647420         13.097782       120,366,323.5889 
  01/01/2013    to  12/31/2013       13.097782         15.439211       114,360,016.4620 
============   ==== ==========       =========         =========       ================ 
 METLIFE DEFENSIVE STRATEGY SUB-ACCOUNT (CLASS B)                                       
  10/07/2011    to  12/31/2011       11.810605         12.218191        36,217,134.5490 
  01/01/2012    to  12/31/2012       12.218191         13.375464        35,492,679.4109 
  01/01/2013    to  12/31/2013       13.375464         14.401451        30,208,570.5211 
============   ==== ==========       =========         =========       ================ 
 METLIFE GROWTH STRATEGY SUB-ACCOUNT (CLASS B)                                          
  10/07/2011    to  12/31/2011       10.689555         11.280553        66,269,056.8510 
  01/01/2012    to  12/31/2012       11.280553         12.884423        62,176,669.1203 
  01/01/2013    to  12/31/2013       12.884423         16.013844        68,173,614.6624 
============   ==== ==========       =========         =========       ================ 
 METLIFE GROWTH STRATEGY SUB-ACCOUNT (CLASS B)                                          
  (FORMERLY MET/FRANKLIN TEMPLETON FOUNDING STRATEGY SUB-ACCOUNT (CLASS B))             
  10/07/2011    to  12/31/2011        8.811628          9.407894        12,466,850.7097 
  01/01/2012    to  12/31/2012        9.407894         10.783002        11,794,065.5368 
  01/01/2013    to  04/26/2013       10.783002         11.612168                 0.0000 
============   ==== ==========       =========         =========       ================ 
 METLIFE MODERATE STRATEGY SUB-ACCOUNT (CLASS B)                                        
  10/07/2011    to  12/31/2011       11.594289         12.055244        66,435,970.8570 
  01/01/2012    to  12/31/2012       12.055244         13.373515        62,283,963.1356 
  01/01/2013    to  12/31/2013       13.373515         15.078692        58,723,746.7079 
============   ==== ==========       =========         =========       ================ 

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APPENDIX A                                                                      
CONDENSED FINANCIAL INFORMATION (CONTINUED)                                     

CHART 2                                                                         

                                                        [Enlarge/Download Table]

                        1.90% SEPARATE ACCOUNT PRODUCT CHARGES                         
                                                                          NUMBER OF    
                                   ACCUMULATION      ACCUMULATION       ACCUMULATION   
                                  UNIT VALUE AT     UNIT VALUE AT           UNITS      
                                   BEGINNING OF         END OF         OUTSTANDING AT  
                                      PERIOD            PERIOD          END OF PERIOD  
                                 ---------------   ---------------   ------------------
                                                                                       
 MET INVESTORS SERIES TRUST                                                            
 ALLIANCEBERNSTEIN GLOBAL DYNAMIC ALLOCATION SUB-ACCOUNT (CLASS B)                     
  10/07/2011    to  12/31/2011        9.410238          9.703277           29,323.6722 
  01/01/2012    to  12/31/2012        9.703277         10.479837          115,205.7078 
  01/01/2013    to  12/31/2013       10.479837         11.428729          141,433.4337 
============   ==== ==========       =========         =========        ============== 
 AMERICAN FUNDS (Reg. TM) BALANCED ALLOCATION SUB-ACCOUNT (CLASS C)                    
  10/07/2011    to  12/31/2011        8.993622          9.370880        5,028,743.3085 
  01/01/2012    to  12/31/2012        9.370880         10.437432        4,546,110.1333 
  01/01/2013    to  12/31/2013       10.437432         12.138922        4,532,744.4810 
============   ==== ==========       =========         =========        ============== 
 AMERICAN FUNDS (Reg. TM) GROWTH ALLOCATION SUB-ACCOUNT (CLASS C)                      
  10/07/2011    to  12/31/2011        8.244899          8.676032        2,852,080.9342 
  01/01/2012    to  12/31/2012        8.676032          9.887340        2,769,297.9821 
  01/01/2013    to  12/31/2013        9.887340         12.137129        2,595,787.5067 
============   ==== ==========       =========         =========        ============== 
 AMERICAN FUNDS (Reg. TM) GROWTH SUB-ACCOUNT (CLASS C)                                 
  10/07/2011    to  12/31/2011        8.027656          8.500740        1,058,882.9740 
  01/01/2012    to  12/31/2012        8.500740          9.792130          978,125.4605 
  01/01/2013    to  12/31/2013        9.792130         12.469647          887,652.1077 
============   ==== ==========       =========         =========        ============== 
 AMERICAN FUNDS (Reg. TM) MODERATE ALLOCATION SUB-ACCOUNT (CLASS C)                    
  10/07/2011    to  12/31/2011        9.501569          9.830917        3,038,277.7591 
  01/01/2012    to  12/31/2012        9.830917         10.690383        2,784,306.0771 
  01/01/2013    to  12/31/2013       10.690383         11.907408        2,641,279.1605 
============   ==== ==========       =========         =========        ============== 
 AQR GLOBAL RISK BALANCED SUB-ACCOUNT (CLASS B)                                        
  10/07/2011    to  12/31/2011       10.178489         10.568132           51,843.5385 
  01/01/2012    to  12/31/2012       10.568132         11.462767          412,464.5659 
  01/01/2013    to  12/31/2013       11.462767         10.865597          296,431.2507 
============   ==== ==========       =========         =========        ============== 
 BLACKROCK GLOBAL TACTICAL STRATEGIES SUB-ACCOUNT (CLASS B)                            
  10/07/2011    to  12/31/2011        9.251565          9.536325          217,110.1482 
  01/01/2012    to  12/31/2012        9.536325         10.211120          387,423.3866 
  01/01/2013    to  12/31/2013       10.211120         11.051764          613,319.3334 
============   ==== ==========       =========         =========        ============== 
 BLACKROCK HIGH YIELD SUB-ACCOUNT (CLASS B)                                            
  10/07/2011    to  12/31/2011       18.342167         19.409454          184,725.9053 
  01/01/2012    to  12/31/2012       19.409454         22.192562          194,335.0518 
  01/01/2013    to  12/31/2013       22.192562         23.807246          154,662.1456 
============   ==== ==========       =========         =========        ============== 

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APPENDIX A                                                                      
CONDENSED FINANCIAL INFORMATION (CONTINUED)                                     

                                                        [Enlarge/Download Table]

                                      1.90% SEPARATE ACCOUNT PRODUCT CHARGES                                     
                                                                                                   NUMBER OF     
                                                             ACCUMULATION      ACCUMULATION       ACCUMULATION   
                                                            UNIT VALUE AT     UNIT VALUE AT          UNITS       
                                                             BEGINNING OF         END OF         OUTSTANDING AT  
                                                                PERIOD            PERIOD         END OF PERIOD   
                                                           ---------------   ---------------  -------------------
                                                                                                                 
 CLARION GLOBAL REAL ESTATE SUB-ACCOUNT (CLASS B)                                                                
   10/07/2011                             to  12/31/2011       11.990889         12.778545        1,191,729.0761 
   01/01/2012                             to  12/31/2012       12.778545         15.795183        1,103,759.1087 
   01/01/2013                             to  12/31/2013       15.795183         16.047387        1,071,660.2910 
=============                            ==== ==========      ==========        ==========        ============== 
 CLEARBRIDGE AGGRESSIVE GROWTH SUB-ACCOUNT (CLASS B)                                                             
  (FORMERLY LEGG MASON CLEARBRIDGE AGGRESSIVE GROWTH SUB-ACCOUNT (CLASS B))                                      
   10/07/2011                             to  12/31/2011        6.725828          7.288773        1,533,710.7806 
   01/01/2012                             to  12/31/2012        7.288773          8.474367        1,469,170.0876 
   01/01/2013                             to  12/31/2013        8.474367         12.106716        1,954,796.9919 
=============                            ==== ==========      ==========        ==========        ============== 
 CLEARBRIDGE AGGRESSIVE GROWTH PORTFOLIO II SUB-ACCOUNT (CLASS B)                                                
  (FORMERLY JANUS FORTY SUB-ACCOUNT (CLASS B))                                                                   
   10/07/2011                             to  12/31/2011      117.945342        122.141806            7,009.8517 
   01/01/2012                             to  12/31/2012      122.141806        146.812700            7,415.9671 
   01/01/2013                             to  12/31/2013      146.812700        185.516242           12,541.1047 
=============                            ==== ==========      ==========        ==========        ============== 
 GOLDMAN SACHS MID CAP VALUE SUB-ACCOUNT (CLASS B)                                                               
   10/07/2011                             to  12/31/2011       12.657102         13.804291          633,592.9201 
   01/01/2012                             to  12/31/2012       13.804291         15.996935          554,403.4402 
   01/01/2013                             to  12/31/2013       15.996935         20.820775          484,805.9231 
=============                            ==== ==========      ==========        ==========        ============== 
 HARRIS OAKMARK INTERNATIONAL SUB-ACCOUNT (CLASS B)                                                              
   10/07/2011                             to  12/31/2011       16.015378         16.027821        1,154,485.2312 
   01/01/2012                             to  12/31/2012       16.027821         20.324615        1,056,194.2737 
   01/01/2013                             to  12/31/2013       20.324615         26.022566          964,441.6782 
=============                            ==== ==========      ==========        ==========        ============== 
 INVESCO BALANCED-RISK ALLOCATION SUB-ACCOUNT (CLASS B)                                                          
   04/30/2012                             to  12/31/2012        1.010630          1.044394        3,594,597.3931 
   01/01/2013                             to  12/31/2013        1.044394          1.043809        3,491,254.7100 
=============                            ==== ==========      ==========        ==========        ============== 
 INVESCO COMSTOCK SUB-ACCOUNT (CLASS B)                                                                          
  (FORMERLY VAN KAMPEN COMSTOCK SUB-ACCOUNT (CLASS B))                                                           
   10/07/2011                             to  12/31/2011        8.926010          9.680265        1,192,582.7872 
   01/01/2012                             to  12/31/2012        9.680265         11.256169        1,085,759.6272 
   01/01/2013                             to  12/31/2013       11.256169         14.953317          962,441.7649 
=============                            ==== ==========      ==========        ==========        ============== 
 INVESCO MID CAP VALUE SUB-ACCOUNT (CLASS B)                                                                     
  (FORMERLY LORD ABBETT MID CAP VALUE SUB-ACCOUNT (CLASS B)                                                      
   10/07/2011                             to  12/31/2011       20.367508         22.651279          503,987.0530 
   01/01/2012                             to  12/31/2012       22.651279         25.488970          490,973.4236 
   01/01/2013                             to  12/31/2013       25.488970         32.588543          470,706.4370 
=============                            ==== ==========      ==========        ==========        ============== 

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APPENDIX A                                                                      
CONDENSED FINANCIAL INFORMATION (CONTINUED)                                     

                                                        [Enlarge/Download Table]

                                     1.90% SEPARATE ACCOUNT PRODUCT CHARGES                                     
                                                                                                   NUMBER OF    
                                                             ACCUMULATION      ACCUMULATION       ACCUMULATION  
                                                            UNIT VALUE AT     UNIT VALUE AT          UNITS      
                                                             BEGINNING OF         END OF         OUTSTANDING AT 
                                                                PERIOD            PERIOD         END OF PERIOD  
                                                           ---------------   ---------------   -----------------
                                                                                                                
 INVESCO SMALL CAP GROWTH SUB-ACCOUNT (CLASS B)                                                                 
   10/07/2011                             to  12/31/2011       13.564484         14.739946         526,928.0550 
   01/01/2012                             to  12/31/2012       14.739946         17.097538         456,433.6971 
   01/01/2013                             to  12/31/2013       17.097538         23.515801         383,927.9575 
=============                            ==== ==========       =========         =========       ============== 
 JPMORGAN CORE BOND SUB-ACCOUNT (CLASS B)                                                                       
   04/29/2013                             to  12/31/2013       10.954907         10.385718         444,936.6343 
=============                            ==== ==========       =========         =========       ============== 
 JPMORGAN CORE BOND SUB-ACCOUNT (CLASS B)                                                                       
  (FORMERLY JPMORGAN CORE BOND SUB-ACCOUNT (CLASS C) AND BEFORE THAT AMERICAN FUNDS (Reg. TM) BOND              
  SUB-ACCOUNT (CLASS C))                                                                                        
   10/07/2011                             to  12/31/2011       10.477938         10.606284         561,967.7485 
   01/01/2012                             to  12/31/2012       10.606284         10.917179         583,545.9192 
   01/01/2013                             to  04/26/2013       10.917179         10.888496               0.0000 
=============                            ==== ==========       =========         =========       ============== 
 JPMORGAN GLOBAL ACTIVE ALLOCATION SUB-ACCOUNT (CLASS B)                                                        
   04/30/2012                             to  12/31/2012        1.012684          1.046433       1,385,994.1922 
   01/01/2013                             to  12/31/2013        1.046433          1.139546       3,121,335.4098 
=============                            ==== ==========       =========         =========       ============== 
 LOOMIS SAYLES GLOBAL MARKETS SUB-ACCOUNT (CLASS B)                                                             
   10/07/2011                             to  12/31/2011       11.682998         12.316924         452,896.3742 
   01/01/2012                             to  12/31/2012       12.316924         14.129974         435,450.3626 
   01/01/2013                             to  12/31/2013       14.129974         16.238754         345,147.9717 
=============                            ==== ==========       =========         =========       ============== 
 LORD ABBETT BOND DEBENTURE SUB-ACCOUNT (CLASS B)                                                               
   10/07/2011                             to  12/31/2011       21.638263         22.880277         684,098.2260 
   01/01/2012                             to  12/31/2012       22.880277         25.353812         669,153.3596 
   01/01/2013                             to  12/31/2013       25.353812         26.861582         467,132.6102 
=============                            ==== ==========       =========         =========       ============== 
 MET/EATON VANCE FLOATING RATE SUB-ACCOUNT (CLASS B)                                                            
   10/07/2011                             to  12/31/2011        9.933700         10.197595         244,905.6364 
   01/01/2012                             to  12/31/2012       10.197595         10.738104         301,208.4937 
   01/01/2013                             to  12/31/2013       10.738104         10.940191         436,372.2187 
=============                            ==== ==========       =========         =========       ============== 
 MET/FRANKLIN LOW DURATION TOTAL RETURN SUB-ACCOUNT (CLASS B)                                                   
   10/07/2011                             to  12/31/2011        9.697335          9.734008          17,094.4875 
   01/01/2012                             to  12/31/2012        9.734008          9.969859          78,545.6735 
   01/01/2013                             to  12/31/2013        9.969859          9.895765         262,660.2080 
=============                            ==== ==========       =========         =========       ============== 
 MET/TEMPLETON INTERNATIONAL BOND SUB-ACCOUNT (CLASS B)                                                         
   10/07/2011                             to  12/31/2011       11.802017         11.832988          45,159.2258 
   01/01/2012                             to  12/31/2012       11.832988         13.267839          52,225.0028 
   01/01/2013                             to  12/31/2013       13.267839         13.153181          48,005.7569 
=============                            ==== ==========       =========         =========       ============== 

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APPENDIX A                                                                      
CONDENSED FINANCIAL INFORMATION (CONTINUED)                                     

                                                        [Enlarge/Download Table]

                        1.90% SEPARATE ACCOUNT PRODUCT CHARGES                       
                                                                        NUMBER OF    
                                   ACCUMULATION      ACCUMULATION      ACCUMULATION  
                                  UNIT VALUE AT     UNIT VALUE AT         UNITS      
                                   BEGINNING OF         END OF        OUTSTANDING AT 
                                      PERIOD            PERIOD        END OF PERIOD  
                                 ---------------   ---------------  -----------------
                                                                                     
 METLIFE BALANCED PLUS SUB-ACCOUNT (CLASS B)                                         
  10/07/2011    to  12/31/2011        9.172242          9.351871        274,009.3569 
  01/01/2012    to  12/31/2012        9.351871         10.377682        465,313.9961 
  01/01/2013    to  12/31/2013       10.377682         11.644752        626,337.9692 
============   ==== ==========       =========         =========      ============== 
 METLIFE MULTI-INDEX TARGETED RISK SUB-ACCOUNT (CLASS B)                             
  11/12/2012    to  12/31/2012        0.987485          1.012888              0.0000 
  01/01/2013    to  12/31/2013        1.012888          1.122470        361,449.6658 
============   ==== ==========       =========         =========      ============== 
 MFS (Reg. TM) EMERGING MARKETS EQUITY SUB-ACCOUNT (CLASS B)                         
  10/07/2011    to  12/31/2011        9.522413          9.797930      2,024,954.4151 
  01/01/2012    to  12/31/2012        9.797930         11.429024      2,018,493.4298 
  01/01/2013    to  12/31/2013       11.429024         10.655323      1,926,858.6268 
============   ==== ==========       =========         =========      ============== 
 MFS (Reg. TM) RESEARCH INTERNATIONAL SUB-ACCOUNT (CLASS B)                          
  10/07/2011    to  12/31/2011       11.938471         12.102702      1,649,352.8241 
  01/01/2012    to  12/31/2012       12.102702         13.857650      1,527,719.5204 
  01/01/2013    to  12/31/2013       13.857650         16.215302      1,341,707.2310 
============   ==== ==========       =========         =========      ============== 
 PIMCO INFLATION PROTECTED BOND SUB-ACCOUNT (CLASS B)                                
  10/07/2011    to  12/31/2011       14.202458         14.458039      3,078,403.6880 
  01/01/2012    to  12/31/2012       14.458039         15.479838      3,053,907.5742 
  01/01/2013    to  12/31/2013       15.479838         13.779703      2,664,983.4952 
============   ==== ==========       =========         =========      ============== 
 PIMCO TOTAL RETURN SUB-ACCOUNT (CLASS B)                                            
  10/07/2011    to  12/31/2011       15.462363         15.791031      4,846,763.3064 
  01/01/2012    to  12/31/2012       15.791031         16.928614      4,786,387.3779 
  01/01/2013    to  12/31/2013       16.928614         16.291852      4,216,092.4431 
============   ==== ==========       =========         =========      ============== 
 PIONEER FUND SUB-ACCOUNT (CLASS B)                                                  
  10/07/2011    to  12/31/2011       14.964922         16.105760         38,813.3962 
  01/01/2012    to  12/31/2012       16.105760         17.440825         20,826.4930 
  01/01/2013    to  12/31/2013       17.440825         22.710843         23,137.3941 
============   ==== ==========       =========         =========      ============== 
 PIONEER STRATEGIC INCOME SUB-ACCOUNT (CLASS E)                                      
  10/07/2011    to  12/31/2011       12.158042         12.447946        283,265.4430 
  01/01/2012    to  12/31/2012       12.447946         13.611429        355,521.9008 
  01/01/2013    to  12/31/2013       13.611429         13.543678        446,234.6113 
============   ==== ==========       =========         =========      ============== 
 PYRAMIS (Reg. TM) GOVERNMENT INCOME SUB-ACCOUNT (CLASS B)                           
  10/07/2011    to  12/31/2011       10.590368         10.719290         13,589.8083 
  01/01/2012    to  12/31/2012       10.719290         10.847689        171,413.3271 
  01/01/2013    to  12/31/2013       10.847689         10.162484         33,756.5796 
============   ==== ==========       =========         =========      ============== 
 PYRAMIS (Reg. TM) MANAGED RISK SUB-ACCOUNT (CLASS B)                                
  04/29/2013    to  12/31/2013       10.214701         10.715574          1,268.0091 
============   ==== ==========       =========         =========      ============== 

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APPENDIX A                                                                      
CONDENSED FINANCIAL INFORMATION (CONTINUED)                                     

                                                        [Enlarge/Download Table]

                                     1.90% SEPARATE ACCOUNT PRODUCT CHARGES                                    
                                                                                                  NUMBER OF    
                                                             ACCUMULATION      ACCUMULATION      ACCUMULATION  
                                                            UNIT VALUE AT     UNIT VALUE AT         UNITS      
                                                             BEGINNING OF         END OF        OUTSTANDING AT 
                                                                PERIOD            PERIOD        END OF PERIOD  
                                                           ---------------   ---------------  -----------------
                                                                                                               
 SCHRODERS GLOBAL MULTI-ASSET SUB-ACCOUNT (CLASS B)                                                            
   04/30/2012                             to  12/31/2012        1.010663          1.064484        922,147.5267 
   01/01/2013                             to  12/31/2013        1.064484          1.150055      1,165,314.4847 
=============                            ==== ==========       =========         =========      ============== 
 SSGA GROWTH AND INCOME ETF SUB-ACCOUNT (CLASS B)                                                              
   10/07/2011                             to  12/31/2011       10.683403         11.284534      1,543,545.0436 
   01/01/2012                             to  12/31/2012       11.284534         12.493215      1,497,238.5663 
   01/01/2013                             to  12/31/2013       12.493215         13.843262      1,416,253.4492 
=============                            ==== ==========       =========         =========      ============== 
 SSGA GROWTH ETF SUB-ACCOUNT (CLASS B)                                                                         
   10/07/2011                             to  12/31/2011        9.925400         10.533672        688,400.2127 
   01/01/2012                             to  12/31/2012       10.533672         11.887953        592,942.3603 
   01/01/2013                             to  12/31/2013       11.887953         13.772261        583,951.4606 
=============                            ==== ==========       =========         =========      ============== 
 T. ROWE PRICE LARGE CAP VALUE SUB-ACCOUNT (CLASS B)                                                           
   10/07/2011                             to  12/31/2011       39.908271         43.968920        619,361.2073 
   01/01/2012                             to  12/31/2012       43.968920         50.892669        553,995.3733 
   01/01/2013                             to  12/31/2013       50.892669         66.801095        507,078.7948 
=============                            ==== ==========       =========         =========      ============== 
 T. ROWE PRICE MID CAP GROWTH SUB-ACCOUNT (CLASS B)                                                            
   10/07/2011                             to  12/31/2011        8.983146          9.631171      1,934,151.3471 
   01/01/2012                             to  12/31/2012        9.631171         10.741882      1,731,930.3601 
   01/01/2013                             to  12/31/2013       10.741882         14.395139      1,549,859.5897 
=============                            ==== ==========       =========         =========      ============== 
 THIRD AVENUE SMALL CAP VALUE SUB-ACCOUNT (CLASS B)                                                            
   10/07/2011                             to  12/31/2011       14.263043         15.178255      1,244,939.9329 
   01/01/2012                             to  12/31/2012       15.178255         17.569665      1,102,051.2136 
   01/01/2013                             to  12/31/2013       17.569665         22.832759        968,971.6880 
=============                            ==== ==========       =========         =========      ============== 
 METROPOLITAN SERIES FUND                                                                                      
 BAILLIE GIFFORD INTERNATIONAL STOCK SUB-ACCOUNT (CLASS B)                                                     
   04/29/2013                             to  12/31/2013       11.651256         12.743071        379,136.4704 
=============                            ==== ==========       =========         =========      ============== 
 BAILLIE GIFFORD INTERNATIONAL STOCK SUB-ACCOUNT (CLASS B)                                                     
  (FORMERLY AMERICAN FUNDS (Reg. TM) INTERNATIONAL SUB-ACCOUNT (CLASS C))                                      
   10/07/2011                             to  12/31/2011        7.179875          7.445105        532,602.1463 
   01/01/2012                             to  12/31/2012        7.445105          8.578318        479,478.1111 
   01/01/2013                             to  04/26/2013        8.578318          8.882788              0.0000 
=============                            ==== ==========       =========         =========      ============== 
 BARCLAYS AGGREGATE BOND INDEX SUB-ACCOUNT (CLASS G)                                                           
  (FORMERLY BARCLAYS CAPITAL AGGREGATE BOND INDEX SUB-ACCOUNT (CLASS G))                                       
   10/07/2011                             to  12/31/2011       15.218599         15.382633        180,811.2466 
   01/01/2012                             to  12/31/2012       15.382633         15.632356        263,494.0771 
   01/01/2013                             to  12/31/2013       15.632356         14.943885        101,683.8549 
=============                            ==== ==========       =========         =========      ============== 

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APPENDIX A                                                                      
CONDENSED FINANCIAL INFORMATION (CONTINUED)                                     

                                                        [Enlarge/Download Table]

                                      1.90% SEPARATE ACCOUNT PRODUCT CHARGES                                      
                                                                                                    NUMBER OF     
                                                             ACCUMULATION      ACCUMULATION        ACCUMULATION   
                                                            UNIT VALUE AT     UNIT VALUE AT           UNITS       
                                                             BEGINNING OF         END OF          OUTSTANDING AT  
                                                                PERIOD            PERIOD          END OF PERIOD   
                                                           ---------------   ---------------   -------------------
                                                                                                                  
 BLACKROCK MONEY MARKET SUB-ACCOUNT (CLASS B)                                                                     
   10/07/2011                             to  12/31/2011        9.928483          9.885163         1,843,687.0391 
   01/01/2012                             to  12/31/2012        9.885163          9.698101         1,457,940.6865 
   01/01/2013                             to  12/31/2013        9.698101          9.515570         1,498,331.9133 
=============                            ==== ==========       =========         =========         ============== 
 DAVIS VENTURE VALUE SUB-ACCOUNT (CLASS E)                                                                        
   10/07/2011                             to  12/31/2011       10.536315         11.516763         2,019,002.5810 
   01/01/2012                             to  12/31/2012       11.516763         12.734053         1,783,847.5063 
   01/01/2013                             to  12/31/2013       12.734053         16.683680         1,475,752.0543 
=============                            ==== ==========       =========         =========         ============== 
 FRONTIER MID CAP GROWTH SUB-ACCOUNT (CLASS B)                                                                    
   04/29/2013                             to  12/31/2013       14.360064         17.061098           352,705.9170 
=============                            ==== ==========       =========         =========         ============== 
 FRONTIER MID CAP GROWTH SUB-ACCOUNT (CLASS B)                                                                    
  (FORMERLY TURNER MID CAP GROWTH SUB-ACCOUNT (CLASS B))                                                          
   10/07/2011                             to  12/31/2011       12.349228         12.732671           461,043.0970 
   01/01/2012                             to  12/31/2012       12.732671         13.243738           399,757.6681 
   01/01/2013                             to  04/26/2013       13.243738         14.267902                 0.0000 
=============                            ==== ==========       =========         =========         ============== 
 JENNISON GROWTH SUB-ACCOUNT (CLASS B)                                                                            
   10/07/2011                             to  12/31/2011       11.152892         11.595850         1,169,936.9893 
   01/01/2012                             to  12/31/2012       11.595850         13.146384         2,050,566.0165 
   01/01/2013                             to  12/31/2013       13.146384         17.637135         1,690,461.6550 
=============                            ==== ==========       =========         =========         ============== 
 JENNISON GROWTH SUB-ACCOUNT (CLASS B)                                                                            
  (FORMERLY JENNISON LARGE CAP EQUITY SUB-ACCOUNT (CLASS B) AND BEFORE THAT RAINIER LARGE CAP EQUITY              
  SUB-ACCOUNT (CLASS B))                                                                                          
   10/07/2011                             to  12/31/2011        6.970167          7.357485           170,978.4485 
   01/01/2012                             to  12/31/2012        7.357485          8.133087           114,368.3566 
   01/01/2013                             to  04/26/2013        8.133087          8.726468                 0.0000 
=============                            ==== ==========       =========         =========         ============== 
 MET/ARTISAN MID CAP VALUE SUB-ACCOUNT (CLASS B)                                                                  
   10/07/2011                             to  12/31/2011       12.555476         13.802315           847,166.5925 
   01/01/2012                             to  12/31/2012       13.802315         15.109494           752,189.5417 
   01/01/2013                             to  12/31/2013       15.109494         20.237803           664,862.0136 
=============                            ==== ==========       =========         =========         ============== 
 MET/DIMENSIONAL INTERNATIONAL SMALL COMPANY SUB-ACCOUNT (CLASS B)                                                
   10/07/2011                             to  12/31/2011       14.014582         14.017102            49,191.1241 
   01/01/2012                             to  12/31/2012       14.017102         16.214180            74,045.2024 
   01/01/2013                             to  12/31/2013       16.214180         20.300375            82,908.9989 
=============                            ==== ==========       =========         =========         ============== 
 METLIFE MID CAP STOCK INDEX SUB-ACCOUNT (CLASS G)                                                                
   10/07/2011                             to  12/31/2011       14.219537         15.609908            62,164.5000 
   01/01/2012                             to  12/31/2012       15.609908         17.958955            36,192.3839 
   01/01/2013                             to  12/31/2013       17.958955         23.392505            50,318.3970 
=============                            ==== ==========       =========         =========         ============== 

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APPENDIX A                                                                      
CONDENSED FINANCIAL INFORMATION (CONTINUED)                                     

                                                        [Enlarge/Download Table]

                                     1.90% SEPARATE ACCOUNT PRODUCT CHARGES                                    
                                                                                                  NUMBER OF    
                                                             ACCUMULATION      ACCUMULATION      ACCUMULATION  
                                                            UNIT VALUE AT     UNIT VALUE AT         UNITS      
                                                             BEGINNING OF         END OF        OUTSTANDING AT 
                                                                PERIOD            PERIOD        END OF PERIOD  
                                                           ---------------   ---------------  -----------------
                                                                                                               
 METLIFE STOCK INDEX SUB-ACCOUNT (CLASS B)                                                                     
   10/07/2011                             to  12/31/2011       10.442249         11.360548        658,836.7869 
   01/01/2012                             to  12/31/2012       11.360548         12.865299        598,042.4109 
   01/01/2013                             to  12/31/2013       12.865299         16.624657        569,238.9067 
=============                            ==== ==========       =========         =========        ============ 
 MFS (Reg. TM) VALUE SUB-ACCOUNT (CLASS B)                                                                     
   04/29/2013                             to  12/31/2013       17.550580         20.437846        177,872.0371 
=============                            ==== ==========       =========         =========        ============ 
 MFS (Reg. TM) VALUE SUB-ACCOUNT (CLASS B)                                                                     
  (FORMERLY MET/FRANKLIN MUTUAL SHARES SUB-ACCOUNT (CLASS B))                                                  
   10/07/2011                             to  12/31/2011        7.904012          8.567648        417,461.9916 
   01/01/2012                             to  12/31/2012        8.567648          9.575332        368,682.2455 
   01/01/2013                             to  04/26/2013        9.575332         10.472267              0.0000 
=============                            ==== ==========       =========         =========        ============ 
 MSCI EAFE (Reg. TM) INDEX SUB-ACCOUNT (CLASS G)                                                               
  (FORMERLY MORGAN STANLEY EAFE (Reg. TM) SUB-ACCOUNT (CLASS G))                                               
   10/07/2011                             to  12/31/2011       10.093855         10.192314         89,993.4112 
   01/01/2012                             to  12/31/2012       10.192314         11.793437         79,284.3117 
   01/01/2013                             to  12/31/2013       11.793437         14.052125         81,093.7936 
=============                            ==== ==========       =========         =========        ============ 
 NEUBERGER BERMAN GENESIS SUB-ACCOUNT (CLASS B)                                                                
   04/29/2013                             to  12/31/2013       18.825335         23.429616        542,020.0220 
=============                            ==== ==========       =========         =========        ============ 
 NEUBERGER BERMAN GENESIS SUB-ACCOUNT (CLASS B)                                                                
  (FORMERLY MLA MID CAP SUB-ACCOUNT (CLASS B))                                                                 
   10/07/2011                             to  12/31/2011       12.683986         13.835741        797,356.2318 
   01/01/2012                             to  12/31/2012       13.835741         14.291465        721,954.0860 
   01/01/2013                             to  04/26/2013       14.291465         15.471275              0.0000 
=============                            ==== ==========       =========         =========        ============ 
 RUSSELL 2000 (Reg. TM) INDEX SUB-ACCOUNT (CLASS G)                                                            
   10/07/2011                             to  12/31/2011       13.768073         15.521640         65,552.4069 
   01/01/2012                             to  12/31/2012       15.521640         17.656228         63,636.3439 
   01/01/2013                             to  12/31/2013       17.656228         23.928209         98,023.9118 
=============                            ==== ==========       =========         =========        ============ 
 T. ROWE PRICE LARGE CAP GROWTH SUB-ACCOUNT (CLASS B)                                                          
   04/29/2013                             to  12/31/2013       38.936080         48.998491        116,037.6148 
=============                            ==== ==========       =========         =========        ============ 
 T. ROWE PRICE LARGE CAP GROWTH SUB-ACCOUNT (CLASS B)                                                          
  (FORMERLY RCM TECHNOLOGY SUB-ACCOUNT (CLASS B))                                                              
   10/07/2011                             to  12/31/2011        5.797549          5.826713        835,506.5027 
   01/01/2012                             to  12/31/2012        5.826713          6.409230        724,313.6718 
   01/01/2013                             to  04/26/2013        6.409230          6.691623              0.0000 
=============                            ==== ==========       =========         =========        ============ 
 VAN ECK GLOBAL NATURAL RESOURCES SUB-ACCOUNT (CLASS B)                                                        
   10/07/2011                             to  12/31/2011       14.590872         15.216237        124,221.7968 
   01/01/2012                             to  12/31/2012       15.216237         15.313235        155,405.7168 
   01/01/2013                             to  12/31/2013       15.313235         16.640946        138,759.6829 
=============                            ==== ==========       =========         =========        ============ 

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APPENDIX A                                                                      
CONDENSED FINANCIAL INFORMATION (CONTINUED)                                     

                                                        [Enlarge/Download Table]

                         1.90% SEPARATE ACCOUNT PRODUCT CHARGES                         
                                                                          NUMBER OF     
                                   ACCUMULATION      ACCUMULATION        ACCUMULATION   
                                  UNIT VALUE AT     UNIT VALUE AT           UNITS       
                                   BEGINNING OF         END OF          OUTSTANDING AT  
                                      PERIOD            PERIOD          END OF PERIOD   
                                 ---------------   ---------------   -------------------
                                                                                        
 WESTERN ASSET MANAGEMENT U.S. GOVERNMENT SUB-ACCOUNT (CLASS B)                         
  10/07/2011    to  12/31/2011       16.476329         16.554340           212,384.0655 
  01/01/2012    to  12/31/2012       16.554340         16.736131           147,056.0759 
  01/01/2013    to  12/31/2013       16.736131         16.272485           146,200.7119 
============   ==== ==========       =========         =========        =============== 
 MET INVESTORS SERIES TRUST - METLIFE ASSET ALLOCATION PROGRAM                          
 METLIFE AGGRESSIVE STRATEGY SUB-ACCOUNT (CLASS B)                                      
  10/07/2011    to  12/31/2011        9.820705         10.402724         2,831,813.9350 
  01/01/2012    to  12/31/2012       10.402724         11.914653         2,404,388.4325 
  01/01/2013    to  12/31/2013       11.914653         15.140008         2,428,531.5256 
============   ==== ==========       =========         =========        =============== 
 METLIFE BALANCED STRATEGY SUB-ACCOUNT (CLASS B)                                        
  10/07/2011    to  12/31/2011       10.682441         11.157644        22,872,629.0183 
  01/01/2012    to  12/31/2012       11.157644         12.471587        21,118,543.3157 
  01/01/2013    to  12/31/2013       12.471587         14.613171        19,466,620.4407 
============   ==== ==========       =========         =========        =============== 
 METLIFE DEFENSIVE STRATEGY SUB-ACCOUNT (CLASS B)                                       
  10/07/2011    to  12/31/2011       11.329680         11.704503         5,433,067.3327 
  01/01/2012    to  12/31/2012       11.704503         12.736086         5,521,098.9318 
  01/01/2013    to  12/31/2013       12.736086         13.631012         4,376,725.6168 
============   ==== ==========       =========         =========        =============== 
 METLIFE GROWTH STRATEGY SUB-ACCOUNT (CLASS B)                                          
  10/07/2011    to  12/31/2011       10.254141         10.806138        22,658,847.4672 
  01/01/2012    to  12/31/2012       10.806138         12.268357        20,535,676.9221 
  01/01/2013    to  12/31/2013       12.268357         15.156984        19,891,636.0004 
============   ==== ==========       =========         =========        =============== 
 METLIFE GROWTH STRATEGY SUB-ACCOUNT (CLASS B)                                          
  (FORMERLY MET/FRANKLIN TEMPLETON FOUNDING STRATEGY SUB-ACCOUNT (CLASS B))             
  10/07/2011    to  12/31/2011        8.630769          9.202085           784,193.4550 
  01/01/2012    to  12/31/2012        9.202085         10.483706           694,965.7851 
  01/01/2013    to  04/26/2013       10.483706         11.268352                 0.0000 
============   ==== ==========       =========         =========        =============== 
 METLIFE MODERATE STRATEGY SUB-ACCOUNT (CLASS B)                                        
  10/07/2011    to  12/31/2011       11.122140         11.548371        11,592,598.2179 
  01/01/2012    to  12/31/2012       11.548371         12.734194        10,990,047.7320 
  01/01/2013    to  12/31/2013       12.734194         14.271995        10,475,095.4624 
============   ==== ==========       =========         =========        =============== 

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APPENDIX A                                                                      
CONDENSED FINANCIAL INFORMATION (CONTINUED)                                     

DISCONTINUED INVESTMENT PORTFOLIOS                                              

Effective as of April 29, 2013:                                                 

o Met Investors Series Trust: American Funds (Reg. TM) International Portfolio  
(Class C) merged into Metropolitan Series Fund: Baillie Gifford             
International Stock Portfolio (Class B);                                    

o Met Investors Series Trust: Jennison Large Cap Equity Portfolio (formerly     
Rainier Large Cap Equity Portfolio) (Class B) merged into Metropolitan      
Series Fund: Jennison Growth Portfolio (Class B);                           

o Met Investors Series Trust: Met/Franklin Mutual Shares Portfolio (Class B)    
merged into Metropolitan Series Fund: MFS (Reg. TM) Value Portfolio (Class  
B);                                                                         

o Met Investors Series Trust: Met/Franklin Templeton Founding Strategy          
Portfolio (Class B) merged into Met Investors Series Trust: MetLife Growth  
Strategy Portfolio (Class B);                                               

o Met Investors Series Trust: MLA Mid Cap Portfolio (formerly Lazard Mid Cap    
Portfolio) (Class B) merged into Metropolitan Series Fund: Neuberger Berman 
Genesis Portfolio (Class B);                                                

o Met Investors Series Trust: RCM Technology Portfolio (Class B) merged into    
Metropolitan Series Fund: T. Rowe Price Large Cap Growth Portfolio (Class   
B); and                                                                     

o Met Investors Series Trust: Turner Mid Cap Growth Portfolio (Class B) merged  
into Metropolitan Series Fund: Frontier Mid Cap Growth Portfolio (Class B). 

Effective as of April 28, 2014:                                                 

o Met Investors Series Trust: ClearBridge Aggressive Growth Portfolio II (Class 
B) (formerly Janus Forty Portfolio) merged into Met Investors Series Trust: 
ClearBridge Aggressive Growth Portfolio (Class B);                          

o Met Investors Series Trust: MetLife Defensive Strategy Portfolio (Class B)    
merged into Metropolitan Series Fund: MetLife Asset Allocation 40 Portfolio 
(Class B);                                                                  

o Met Investors Series Trust: MetLife Moderate Strategy Portfolio (Class B)     
merged into Metropolitan Series Fund: MetLife Asset Allocation 40 Portfolio 
(Class B);                                                                  

o Met Investors Series Trust: MetLife Balanced Strategy Portfolio (Class B)     
merged into Metropolitan Series Fund: MetLife Asset Allocation 60 Portfolio 
(Class B); and                                                              

o Met Investors Series Trust: MetLife Growth Strategy Portfolio (Class B)       
merged into Metropolitan Series Fund: MetLife Asset Allocation 80 Portfolio 
(Class B).                                                                  

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APPENDIX B                                                                      

PARTICIPATING INVESTMENT PORTFOLIOS                                             

Below are the advisers and subadvisers and investment objectives of each        
Investment Portfolio available under the contract. The fund prospectuses        
contain more complete information, including a description of the investment    
objectives, policies, restrictions and risks. THERE CAN BE NO ASSURANCE THAT    
THE INVESTMENT OBJECTIVES WILL BE ACHIEVED.                                     

MET INVESTORS SERIES TRUST (CLASS B OR, AS NOTED, CLASS C OR CLASS E)           

Met Investors Series Trust is a mutual fund with multiple portfolios. Unless    
otherwise noted, the following portfolios are managed by MetLife Advisers, LLC, 
which is an affiliate of MetLife. The following Class B or, as noted, Class C or
Class E portfolios are available under the contract:                            

ALLIANCEBERNSTEIN GLOBAL DYNAMIC ALLOCATION PORTFOLIO*+                         

SUBADVISER: AllianceBernstein L.P.                                              

INVESTMENT OBJECTIVE: The AllianceBernstein Global Dynamic Allocation Portfolio 
seeks capital appreciation and current income.                                  

ALLIANZ GLOBAL INVESTORS DYNAMIC MULTI-ASSET PLUS PORTFOLIO*+                   

SUBADVISER: Allianz Global Investors U.S. LLC                                   

INVESTMENT OBJECTIVE: The Allianz Global Investors Dynamic Multi-Asset Plus     
Portfolio seeks total return.                                                   

AMERICAN FUNDS (Reg. TM) BALANCED ALLOCATION PORTFOLIO (CLASS C)+               

INVESTMENT OBJECTIVE: The American Funds (Reg. TM) Balanced Allocation          
Portfolio seeks a balance between a high level of current income and growth of  
capital, with a greater emphasis on growth of capital.                          

AMERICAN FUNDS (Reg. TM) GROWTH ALLOCATION PORTFOLIO (CLASS C)                  

INVESTMENT OBJECTIVE: The American Funds (Reg. TM) Growth Allocation Portfolio  
seeks growth of capital.                                                        

AMERICAN FUNDS (Reg. TM) GROWTH PORTFOLIO (CLASS C)                             

ADVISERS: MetLife Advisers, LLC and Capital Research and Management Company     

INVESTMENT OBJECTIVE: The American Funds (Reg. TM) Growth Portfolio seeks to    
achieve growth of capital.                                                      

AMERICAN FUNDS (Reg. TM) MODERATE ALLOCATION PORTFOLIO (CLASS C)+               

INVESTMENT OBJECTIVE: The American Funds (Reg. TM) Moderate Allocation          
Portfolio seeks a high total return in the form of income and growth of         
capital, with a greater emphasis on income.                                     

AQR GLOBAL RISK BALANCED PORTFOLIO*+                                            

SUBADVISER: AQR Capital Management, LLC                                         

INVESTMENT OBJECTIVE: The AQR Global Risk Balanced Portfolio seeks total        
return.                                                                         

BLACKROCK GLOBAL TACTICAL STRATEGIES PORTFOLIO*+                                

SUBADVISER: BlackRock Financial Management, Inc.                                

INVESTMENT OBJECTIVE: The BlackRock Global Tactical Strategies Portfolio seeks  
capital appreciation and current income.                                        

BLACKROCK HIGH YIELD PORTFOLIO                                                  

SUBADVISER: BlackRock Financial Management, Inc.                                

INVESTMENT OBJECTIVE: The BlackRock High Yield Portfolio seeks to maximize      
total return, consistent with income generation and prudent investment          
management.                                                                     

CLARION GLOBAL REAL ESTATE PORTFOLIO                                            

SUBADVISER: CBRE Clarion Securities LLC                                         

INVESTMENT OBJECTIVE: The Clarion Global Real Estate Portfolio seeks total      
return through investment in real estate securities, emphasizing both capital   
appreciation and current income.                                                

CLEARBRIDGE AGGRESSIVE GROWTH PORTFOLIO                                         

SUBADVISER: ClearBridge Investments, LLC                                        

INVESTMENT OBJECTIVE: The ClearBridge Aggressive Growth Portfolio seeks capital 
appreciation.                                                                   

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GOLDMAN SACHS MID CAP VALUE PORTFOLIO                                           

SUBADVISER: Goldman Sachs Asset Management, L.P.                                

INVESTMENT OBJECTIVE: The Goldman Sachs Mid Cap Value Portfolio seeks long-term 
capital appreciation.                                                           

HARRIS OAKMARK INTERNATIONAL PORTFOLIO                                          

SUBADVISER: Harris Associates L.P.                                              

INVESTMENT OBJECTIVE: The Harris Oakmark International Portfolio seeks          
long-term capital appreciation.                                                 

INVESCO BALANCED-RISK ALLOCATION PORTFOLIO*+                                    

SUBADVISER: Invesco Advisers, Inc.                                              

INVESTMENT OBJECTIVE: The Invesco Balanced-Risk Allocation Portfolio seeks      
total return.                                                                   

INVESCO COMSTOCK PORTFOLIO                                                      

SUBADVISER: Invesco Advisers, Inc.                                              

INVESTMENT OBJECTIVE: The Invesco Comstock Portfolio seeks capital growth and   
income.                                                                         

INVESCO MID CAP VALUE PORTFOLIO                                                 

SUBADVISER: Invesco Advisers, Inc.                                              

INVESTMENT OBJECTIVE: The Invesco Mid Cap Value Portfolio seeks high total      
return by investing in equity securities of mid-sized companies.                

INVESCO SMALL CAP GROWTH PORTFOLIO                                              

SUBADVISER: Invesco Advisers, Inc.                                              

INVESTMENT OBJECTIVE: The Invesco Small Cap Growth Portfolio seeks long-term    
growth of capital.                                                              

JPMORGAN CORE BOND PORTFOLIO                                                    

SUBADVISER: J.P. Morgan Investment Management Inc.                              

INVESTMENT OBJECTIVE: The JPMorgan Core Bond Portfolio seeks to maximize total  
return.                                                                         

JPMORGAN GLOBAL ACTIVE ALLOCATION PORTFOLIO*+                                   

SUBADVISER: J.P. Morgan Investment Management Inc.                              

INVESTMENT OBJECTIVE: The JPMorgan Global Active Allocation Portfolio seeks     
capital appreciation and current income.                                        

LOOMIS SAYLES GLOBAL MARKETS PORTFOLIO                                          

SUBADVISER: Loomis, Sayles & Company, L.P.                                      

INVESTMENT OBJECTIVE: The Loomis Sayles Global Markets Portfolio seeks high     
total investment return through a combination of capital appreciation and       
income.                                                                         

LORD ABBETT BOND DEBENTURE PORTFOLIO                                            

SUBADVISER: Lord, Abbett & Co. LLC                                              

INVESTMENT OBJECTIVE: The Lord Abbett Bond Debenture Portfolio seeks high       
current income and the opportunity for capital appreciation to produce a high   
total return.                                                                   

MET/EATON VANCE FLOATING RATE PORTFOLIO                                         

SUBADVISER: Eaton Vance Management                                              

INVESTMENT OBJECTIVE: The Met/Eaton Vance Floating Rate Portfolio seeks a high  
level of current income.                                                        

MET/FRANKLIN LOW DURATION TOTAL RETURN PORTFOLIO                                

SUBADVISER: Franklin Advisers, Inc.                                             

INVESTMENT OBJECTIVE: The Met/Franklin Low Duration Total Return Portfolio      
seeks a high level of current income, while seeking preservation of             
shareholders' capital.                                                          

MET/TEMPLETON INTERNATIONAL BOND PORTFOLIO#                                     

SUBADVISER: Franklin Advisers, Inc.                                             

INVESTMENT OBJECTIVE: The Met/Templeton International Bond Portfolio seeks      
current income with capital appreciation and growth of income.                  

METLIFE ASSET ALLOCATION 100 PORTFOLIO                                          

INVESTMENT OBJECTIVE: The MetLife Asset Allocation 100 Portfolio seeks growth   
of capital.                                                                     

METLIFE BALANCED PLUS PORTFOLIO*+                                               

SUBADVISER - OVERLAY PORTION: Pacific Investment Management Company LLC         

INVESTMENT OBJECTIVE: The MetLife Balanced Plus Portfolio seeks a balance       
between a high level of current income and growth of capital, with a greater    
emphasis on growth of capital.                                                  

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METLIFE MULTI-INDEX TARGETED RISK PORTFOLIO*+                                   

SUBADVISER - OVERLAY PORTION: MetLife Investment Management, LLC                

INVESTMENT OBJECTIVE: The MetLife Multi-Index Targeted Risk Portfolio seeks a   
balance between growth of capital and current income, with a greater emphasis   
on growth of capital.                                                           

MFS (Reg. TM) EMERGING MARKETS EQUITY PORTFOLIO                                 

SUBADVISER: Massachusetts Financial Services Company                            

INVESTMENT OBJECTIVE: The MFS (Reg. TM) Emerging Markets Equity Portfolio seeks 
capital appreciation.                                                           

MFS (Reg. TM) RESEARCH INTERNATIONAL PORTFOLIO                                  

SUBADVISER: Massachusetts Financial Services Company                            

INVESTMENT OBJECTIVE: The MFS (Reg. TM) Research International Portfolio seeks  
capital appreciation.                                                           

PANAGORA GLOBAL DIVERSIFIED RISK PORTFOLIO*+                                    

SUBADVISER: PanAgora Asset Management, Inc.                                     

INVESTMENT OBJECTIVE: The PanAgora Global Diversified Risk Portfolio seeks      
total return.                                                                   

PIMCO INFLATION PROTECTED BOND PORTFOLIO                                        

SUBADVISER: Pacific Investment Management Company LLC                           

INVESTMENT OBJECTIVE: The PIMCO Inflation Protected Bond Portfolio seeks        
maximum real return, consistent with preservation of capital and prudent        
investment management.                                                          

PIMCO TOTAL RETURN PORTFOLIO                                                    

SUBADVISER: Pacific Investment Management Company LLC                           

INVESTMENT OBJECTIVE: The PIMCO Total Return Portfolio seeks maximum total      
return, consistent with the preservation of capital and prudent investment      
management.                                                                     

PIONEER FUND PORTFOLIO                                                          

SUBADVISER: Pioneer Investment Management, Inc.                                 

INVESTMENT OBJECTIVE: The Pioneer Fund Portfolio seeks reasonable income and    
capital growth.                                                                 

PIONEER STRATEGIC INCOME PORTFOLIO (CLASS E)                                    

SUBADVISER: Pioneer Investment Management, Inc.                                 

INVESTMENT OBJECTIVE: The Pioneer Strategic Income Portfolio seeks a high level 
of current income.                                                              

PYRAMIS (Reg. TM) GOVERNMENT INCOME PORTFOLIO*+                                 

SUBADVISER: Pyramis Global Advisors, LLC                                        

INVESTMENT OBJECTIVE: The Pyramis (Reg. TM) Government Income Portfolio seeks a 
high level of current income, consistent with preservation of principal.        

PYRAMIS (Reg. TM) MANAGED RISK PORTFOLIO*+                                      

SUBADVISER: Pyramis Global Advisors, LLC                                        

INVESTMENT OBJECTIVE: The Pyramis (Reg. TM) Managed Risk Portfolio seeks total  
return.                                                                         

SCHRODERS GLOBAL MULTI-ASSET PORTFOLIO*+                                        

SUBADVISERS: Schroder Investment Management North America Inc. and Schroder     
Investment Management North America Limited                                     

INVESTMENT OBJECTIVE: The Schroders Global Multi-Asset Portfolio seeks capital  
appreciation and current income.                                                

SSGA GROWTH AND INCOME ETF PORTFOLIO                                            

SUBADVISER: SSgA Funds Management, Inc.                                         

INVESTMENT OBJECTIVE: The SSgA Growth and Income ETF Portfolio seeks growth of  
capital and income.                                                             

SSGA GROWTH ETF PORTFOLIO                                                       

SUBADVISER: SSgA Funds Management, Inc.                                         

INVESTMENT OBJECTIVE: The SSgA Growth ETF Portfolio seeks growth of capital.    

T. ROWE PRICE LARGE CAP VALUE PORTFOLIO                                         

SUBADVISER: T. Rowe Price Associates, Inc.                                      

INVESTMENT OBJECTIVE: The T. Rowe Price Large Cap Value Portfolio seeks         
long-term capital appreciation by investing in common stocks believed to be     
undervalued. Income is a secondary objective.                                   

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T. ROWE PRICE MID CAP GROWTH PORTFOLIO                                          

SUBADVISER: T. Rowe Price Associates, Inc.                                      

INVESTMENT OBJECTIVE: The T. Rowe Price Mid Cap Growth Portfolio seeks          
long-term growth of capital.                                                    

THIRD AVENUE SMALL CAP VALUE PORTFOLIO                                          

SUBADVISER: Third Avenue Management LLC                                         

INVESTMENT OBJECTIVE: The Third Avenue Small Cap Value Portfolio seeks          
long-term capital appreciation.                                                 

* If you elect the GWB v1 rider, a GMIB Max rider, or a GMIB Max and an EDB Max 
rider, you must allocate your Purchase Payments and Account Value among these   
Investment Portfolios. (See "Purchase - Investment Allocation Restrictions for  
Certain Riders.") These Investment Portfolios are also available for investment 
if you do not elect the GWB v1 rider, a GMIB Max rider or an EDB Max rider.     

+ If you elect the GLWB rider, you must allocate your Purchase Payments and     
Account Value among these Investment Portfolios. (See "Purchase - Investment    
Allocation Restrictions for Certain Riders.") These Investment Portfolios are   
also available for investment if you do not elect the GLWB rider.               

# This portfolio is only available for investment if certain optional riders    
are elected. (See "Purchase - Investment Allocation Restrictions for Certain    
Riders - Investment Allocation and Other Purchase Payment Restrictions for      
GMIB Plus IV, EDB III, GMIB Plus III, and EDB II.")                             

METROPOLITAN SERIES FUND                                                        

Metropolitan Series Fund is a mutual fund with multiple portfolios. MetLife     
Advisers, LLC, an affiliate of MetLife, is the investment adviser to the        
portfolios. The following portfolios are available under the contract:          

BAILLIE GIFFORD INTERNATIONAL STOCK PORTFOLIO (CLASS B)                         

SUBADVISER: Baillie Gifford Overseas Limited                                    

INVESTMENT OBJECTIVE: The Baillie Gifford International Stock Portfolio seeks   
long-term growth of capital.                                                    

BARCLAYS AGGREGATE BOND INDEX PORTFOLIO (CLASS G)*+                             

SUBADVISER: MetLife Investment Management, LLC                                  

INVESTMENT OBJECTIVE: The Barclays Aggregate Bond Index Portfolio seeks to      
track the performance of the Barclays U.S. Aggregate Bond Index.                

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BLACKROCK MONEY MARKET PORTFOLIO (CLASS B)                                      

SUBADVISER: BlackRock Advisors, LLC                                             

INVESTMENT OBJECTIVE: The BlackRock Money Market Portfolio seeks a high level   
of current income consistent with preservation of capital.                      

An investment in the BlackRock Money Market Portfolio is not insured or         
guaranteed by the Federal Deposit Insurance Company or any other government     
agency. Although the BlackRock Money Market Portfolio seeks to preserve the     
value of your investment at $100 per share, it is possible to lose money by     
investing in the BlackRock Money Market Portfolio.                              

During extended periods of low interest rates, the yields of the BlackRock      
Money Market Portfolio may become extremely low and possibly negative.          

FRONTIER MID CAP GROWTH PORTFOLIO (CLASS B)                                     

SUBADVISER: Frontier Capital Management Company, LLC                            

INVESTMENT OBJECTIVE: The Frontier Mid Cap Growth Portfolio seeks maximum       
capital appreciation.                                                           

JENNISON GROWTH PORTFOLIO (CLASS B)                                             

SUBADVISER: Jennison Associates LLC                                             

INVESTMENT OBJECTIVE: The Jennison Growth Portfolio seeks long-term growth of   
capital.                                                                        

MET/ARTISAN MID CAP VALUE PORTFOLIO (CLASS B)                                   

SUBADVISER: Artisan Partners Limited Partnership                                

INVESTMENT OBJECTIVE: The Met/Artisan Mid Cap Value Portfolio seeks long-term   
capital growth.                                                                 

MET/DIMENSIONAL INTERNATIONAL SMALL COMPANY PORTFOLIO (CLASS B)                 

SUBADVISER: Dimensional Fund Advisors LP                                        

INVESTMENT OBJECTIVE: The Met/Dimensional International Small Company Portfolio 
seeks long-term capital appreciation.                                           

METLIFE ASSET ALLOCATION 20 PORTFOLIO (CLASS B)+                                

INVESTMENT OBJECTIVE: The MetLife Asset Allocation 20 Portfolio seeks a high    
level of current income, with growth of capital as a secondary objective.       

METLIFE ASSET ALLOCATION 40 PORTFOLIO (CLASS B)+                                

INVESTMENT OBJECTIVE: The MetLife Asset Allocation 40 Portfolio seeks high      
total return in the form of income and growth of capital, with a greater        
emphasis on income.                                                             

METLIFE ASSET ALLOCATION 60 PORTFOLIO (CLASS B)+                                

INVESTMENT OBJECTIVE: The MetLife Asset Allocation 60 Portfolio seeks a balance 
between a high level of current income and growth of capital, with a greater    
emphasis on growth of capital.                                                  

METLIFE ASSET ALLOCATION 80 PORTFOLIO (CLASS B)                                 

INVESTMENT OBJECTIVE: The MetLife Asset Allocation 80 Portfolio seeks growth of 
capital.                                                                        

METLIFE MID CAP STOCK INDEX PORTFOLIO (CLASS G)                                 

SUBADVISER: MetLife Investment Management, LLC                                  

INVESTMENT OBJECTIVE: The MetLife Mid Cap Stock Index Portfolio seeks to track  
the performance of the Standard & Poor's MidCap 400 (Reg. TM) Composite Stock   
Price Index.                                                                    

METLIFE STOCK INDEX PORTFOLIO (CLASS B)                                         

SUBADVISER: MetLife Investment Management, LLC                                  

INVESTMENT OBJECTIVE: The MetLife Stock Index Portfolio seeks to track the      
performance of the Standard & Poor's 500 (Reg. TM) Composite Stock Price Index. 

MFS (Reg. TM) VALUE PORTFOLIO (CLASS B)                                         

SUBADVISER: Massachusetts Financial Services Company                            

INVESTMENT OBJECTIVE: The MFS (Reg. TM) Value Portfolio seeks capital           
appreciation.                                                                   

MSCI EAFE (Reg. TM) INDEX PORTFOLIO (CLASS G)                                   

SUBADVISER: MetLife Investment Management, LLC                                  

INVESTMENT OBJECTIVE: The MSCI EAFE (Reg. TM) Index Portfolio seeks to track    
the performance of the MSCI EAFE (Reg. TM) Index.                               

NEUBERGER BERMAN GENESIS PORTFOLIO (CLASS B)                                    

SUBADVISER: Neuberger Berman Management LLC                                     

INVESTMENT OBJECTIVE: The Neuberger Berman Genesis Portfolio seeks high total   
return, consisting principally of capital appreciation.                         

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RUSSELL 2000 (Reg. TM) INDEX PORTFOLIO (CLASS G)                                

SUBADVISER: MetLife Investment Management, LLC                                  

INVESTMENT OBJECTIVE: The Russell 2000 (Reg. TM) Index Portfolio seeks to track 
the performance of the Russell 2000 (Reg. TM) Index.                            

T. ROWE PRICE LARGE CAP GROWTH PORTFOLIO (CLASS B)                              

SUBADVISER: T. Rowe Price Associates, Inc.                                      

INVESTMENT OBJECTIVE: The T. Rowe Price Large Cap Growth Portfolio seeks        
long-term growth of capital.                                                    

VAN ECK GLOBAL NATURAL RESOURCES PORTFOLIO (CLASS B)#                           

SUBADVISER: Van Eck Associates Corporation                                      

INVESTMENT OBJECTIVE: The Van Eck Global Natural Resources Portfolio seeks      
long-term capital appreciation with income as a secondary consideration.        

WESTERN ASSET MANAGEMENT U.S. GOVERNMENT PORTFOLIO (CLASS B)                    

SUBADVISER: Western Asset Management Company                                    

INVESTMENT OBJECTIVE: The Western Asset Management U.S. Government Portfolio    
seeks to maximize total return consistent with preservation of capital and      
maintenance of liquidity.                                                       

WMC CORE EQUITY OPPORTUNITIES PORTFOLIO (CLASS E)                               

SUBADVISER: Wellington Management Company, LLP                                  

INVESTMENT OBJECTIVE: The WMC Core Equity Opportunities Portfolio seeks to      
provide a growing stream of income over time and, secondarily, long-term        
capital appreciation and current income.                                        

* If you elect the GWB v1 rider, a GMIB Max rider, or a GMIB Max and an EDB Max 
rider, you must allocate your Purchase Payments and Account Value among these   
Investment Portfolios. (See "Purchase - Investment Allocation Restrictions for  
Certain Riders.") These Investment Portfolios are also available for investment 
if you do not elect the GWB v1 rider, a GMIB Max rider or an EDB Max rider.     

+ If you elect the GLWB rider, you must allocate your Purchase Payments and     
Account Value among these Investment Portfolios. (See "Purchase - Investment    
Allocation Restrictions for Certain Riders.") These Investment Portfolios are   
also available for investment if you do not elect the GLWB rider.               

# This portfolio is only available for investment if certain optional riders    
are elected. (See "Purchase - Investment Allocation Restrictions for Certain    
Riders - Investment Allocation and Other Purchase Payment Restrictions for      
GMIB Plus IV, EDB III, GMIB Plus III, and EDB II.")                             

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APPENDIX C                                                                      

EDCA EXAMPLES WITH MULTIPLE PURCHASE PAYMENTS                                   

In order to show how the EDCA program works, we have created some examples. The 
examples are purely hypothetical and are for illustrative purposes only. The    
interest rate earned in an EDCA account will be the guaranteed minimum interest 
rate, plus any additional interest which we may declare from time to time. In   
addition, each bucket attributable to a subsequent Purchase Payment will earn   
interest at the then-current interest rate applied to new allocations to an     
EDCA account of the same monthly term. These examples do not reflect charges    
that may be deducted from the EDCA account.                                     

6-MONTH EDCA                                                                    

The following example demonstrates how the 6-month EDCA program operates when   
multiple Purchase Payments are allocated to the program. The example assumes    
that a $12,000 Purchase Payment is allocated to the EDCA program at the         
beginning of the first month and the first transfer of $2,000 also occurs on    
that date. The $10,000 remaining after the EDCA transfer is allocated to the    
1st Payment Bucket where it is credited with a 1% effective annual interest     
rate. The EDCA transfer amount of $2,000 is determined by dividing the $12,000  
allocation amount by 6 (the number of months in the EDCA program). Thereafter,  
a $2,000 transfer is made from the EDCA at the beginning of each month. Amounts 
remaining in the EDCA Account Value are accumulated at the EDCA interest rate   
using the following formula:                                                    

Account Value 1st Payment Bucket (month 2) =                                    

Account Value 1st Payment Bucket (month 1) x                                    

(1+EDCA Rate)(1/12) - EDCA Transfer Amount                                      

At the beginning of the 4th month, a second Purchase Payment of $6,000 is       
allocated to the EDCA program. The entire $6,000 is allocated to the 2nd        
Payment Bucket where it is also credited with a 1% effective annual interest    
rate. This second Purchase Payment triggers an increase in the EDCA transfer    
amount to $3,000. The increased EDCA transfer amount is determined by adding    
$1,000 (the $6,000 allocation amount divided by 6) to the current EDCA transfer 
amount. The $3,000 monthly EDCA transfers will first be applied against the     
Account Value in the 1st Payment Bucket until exhausted and then against the    
Account Value in the 2nd Payment Bucket until it is exhausted.                  

                                                        [Enlarge/Download Table]

                                                                  ---- Account Values----   
 Beg of    Amount Allocated        Actual            EDCA        1st Payment     2nd Payment
  Month         to EDCA        EDCA Transfer    Account Value       Bucket         Bucket   
--------  ------------------  ---------------  ---------------  -------------   ------------
                                                                                            
    1           $12,000            $2,000          $10,000         $10,000                  
    2                              $2,000          $ 8,008         $ 8,008                  
    3                              $2,000          $ 6,015         $ 6,015                  
    4*          $ 6,000            $3,000          $ 9,020         $ 3,020         $6,000   
    5                              $3,000          $ 6,027         $    22         $6,005   
    6                              $3,000          $ 3,032               0         $3,032   
    7                              $3,000          $    35               0         $   35   
    8                              $   35                0               0              0   

* At the beginning of the 4th month, a $6,000 Purchase Payment is added to the  
EDCA account. This amount ($6,000) is allocated to the 2nd Payment Bucket. As   
described above, this second Purchase Payment causes the monthly EDCA transfer  
amount to increase from $2,000 to $3,000. Therefore, $3,000 is transferred from 
the 1st Payment Bucket, leaving $3,020 in the 1st Payment Bucket ($6,015 (1st   
Payment Bucket Account Value from the 3rd month) + $5 (3rd month's EDCA         
interest calculated using the formula shown above) - $3,000 (monthly transfer)  
= $3,020). The total EDCA Account Value at the beginning of the 4th month is    
$9,020 ($3,020 in the 1st Payment Bucket + $6,000 in the 2nd Payment Bucket =   
$9,020).                                                                        

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12-MONTH EDCA                                                                   

The following example demonstrates how the 12-month EDCA program operates when  
multiple Purchase Payments are allocated to the program. The example assumes    
that a $24,000 Purchase Payment is allocated to the EDCA program at the         
beginning of the first month and the first transfer of $2,000 also occurs on    
that date. The $22,000 remaining after the EDCA transfer is allocated to the    
1st Payment Bucket where it is credited with a 1% effective annual interest     
rate. The EDCA transfer amount of $2,000 is determined by dividing the $24,000  
allocation amount by 12 (the number of months in the EDCA program). Thereafter, 
a $2,000 transfer is made from the EDCA at the beginning of each month. Amounts 
remaining in the EDCA Account Value are accumulated at the EDCA interest rate   
using the following formula:                                                    

Account Value 1st Payment Bucket (month 2) =                                    

Account Value 1st Payment Bucket (month 1) x                                    

(1+EDCA Rate)(1/12) - EDCA Transfer Amount                                      

At the beginning of the 6th month, a second Purchase Payment of $12,000 is      
allocated to the EDCA program. The entire $12,000 is allocated to the 2nd       
Payment Bucket where it is also credited with a 1% effective annual interest    
rate. This second Purchase Payment triggers an increase in the EDCA transfer    
amount to $3,000. The increased EDCA transfer amount is determined by adding    
$1,000 (the $12,000 allocation amount divided by 12) to the current EDCA        
transfer amount. The $3,000 monthly EDCA transfers will first be applied        
against the Account Value in the 1st Payment Bucket until exhausted and then    
against the Account Value in the 2nd Payment Bucket until it is exhausted.      

                                                        [Enlarge/Download Table]

                                                                  ---- Account Values----   
 Beg of    Amount Allocated        Actual            EDCA        1st Payment     2nd Payment
  Month         to EDCA        EDCA Transfer    Account Value       Bucket         Bucket   
--------  ------------------  ---------------  ---------------  -------------   ------------
                                                                                            
    1     $24,000                  $2,000          $22,000         $22,000                  
    2                              $2,000          $20,018         $20,018                  
    3                              $2,000          $18,035         $18,035                  
    4                              $2,000          $16,050         $16,050                  
    5                              $2,000          $14,063         $14,063                  
    6*    $12,000                  $3,000          $23,075         $11,075         $12,000  
    7                              $3,000          $20,094         $ 8,084         $12,010  
    8                              $3,000          $17,111         $ 5,091         $12,020  
    9                              $3,000          $14,125         $ 2,095         $12,030  
   10                              $3,000          $11,137               0         $11,137  
   11                              $3,000          $ 8,146               0         $ 8,146  
   12                              $3,000          $ 5,153               0         $ 5,153  
   13                              $3,000          $ 2,157               0         $ 2,157  
   14                              $2,159                0               0               0  

* At the beginning of the 6th month, a $12,000 Purchase Payment is added to the 
EDCA account. This amount ($12,000) is allocated to the 2nd Payment Bucket. As  
described above, this second Purchase Payment causes the monthly EDCA transfer  
amount to increase from $2,000 to $3,000. Therefore, $3,000 is transferred from 
the 1st Payment Bucket, leaving $11,075 in the 1st Payment Bucket ($14,063 (1st 
Payment Bucket Account Value from the 5th month) + $12 (5th month's EDCA        
interest calculated using the formula shown above) - $3,000 (monthly transfer)  
= $11,075). The total EDCA Account Value at the beginning of the 6th month is   
$23,075 ($11,075 in the 1st Payment Bucket + $12,000 in the 2nd Payment Bucket  
= $23,075).                                                                     

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APPENDIX D                                                                      

GUARANTEED MINIMUM INCOME BENEFIT (GMIB) EXAMPLES                               

The purpose of these examples is to illustrate the operation of the GMIB        
riders. Example (6) shows how required minimum distributions affect the Income  
Base when a GMIB rider is elected with an IRA contract (or another contract     
subject to Section 401(a)(9) of the Internal Revenue Code).                     

The investment results shown are hypothetical and are not representative of     
past or future performance. Actual investment results may be more or less than  
those shown and will depend upon a number of factors, including investment      
allocations and the investment experience of the Investment Portfolios chosen.  
THE EXAMPLES DO NOT REFLECT THE DEDUCTION OF FEES AND EXPENSES, WITHDRAWAL      
CHARGES OR INCOME TAXES AND TAX PENALTIES.                                      

(1) THE ANNUAL INCREASE AMOUNT                                                  

  Graphic Example: Determining a value upon which future income payments can
  --------------------------------------------------------------------------
be based                                                            
--------                                                            

Assume that you make an initial Purchase Payment of $100,000. Prior to  
     annuitization, your Account Value fluctuates above and below your initial
Purchase Payment depending on the investment performance of the     
     investment options you selected. Your Purchase Payments accumulate at the
GMIB Annual Increase Rate (see "Living Benefits - Guaranteed Minimum
    Income Beneft (GMIB) - GMIB Rate Table"), until the contract anniversary
   prior to the contract Owner's 91st birthday. Your Purchase Payments are
  also adjusted for any withdrawals (including any applicable withdrawal
charge) made during this period. The line (your Purchase Payments   
  accumulated at the GMIB Annual Increase Rate, adjusted for withdrawals
and charges - "the Annual Increase Amount") is the value upon which 
future income payments can be based.                                

[GRAPHIC APPEARS HERE]                                                          

Graphic Example: Determining your guaranteed lifetime income stream     
-------------------------------------------------------------------     

  Assume that you decide to annuitize your contract and begin taking Annuity
    Payments after 20 years. In this example, your Annual Increase Amount is
higher than the Highest Anniversary Value and will produce a higher 
   income benefit. Accordingly, the Annual Increase Amount will be applied
    to the annuity pay-out rates in the GMIB Annuity Table to determine your
lifetime Annuity Payments. THE INCOME BASE IS NOT AVAILABLE FOR CASH
     WITHDRAWALS AND IS ONLY USED FOR PURPOSES OF CALCULATING THE GMIB PAYMENT
AND THE CHARGE FOR THE BENEFIT.                                     

[GRAPHIC APPEARS HERE]                                                          

(2) THE HIGHEST ANNIVERSARY VALUE (HAV)                                         

  Graphic Example: Determining a value upon which future income payments can
  --------------------------------------------------------------------------
be based                                                            
--------                                                            

Prior to annuitization, the Highest Anniversary Value begins to lock in 
  growth. The Highest Anniversary Value is adjusted upward each contract
    anniversary if the Account Value at that time is greater than the amount
of the current Highest Anniversary Value. Upward adjustments will   
continue until the contract                                         

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  anniversary immediately prior to the contract Owner's 81st birthday. The
Highest Anniversary Value also is adjusted for any withdrawals taken  
 (including any applicable withdrawal charge) or any additional payments
 made. The Highest Anniversary Value line is the value upon which future
income payments can be based.                                         

[GRAPHIC APPEARS HERE]                                                          

Graphic Example: Determining your guaranteed lifetime income stream         
-------------------------------------------------------------------         

  Assume that you decide to annuitize your contract and begin taking Annuity
   Payments after 20 years. In this example, the Highest Anniversary Value
 is higher than the Account Value. Assume that the Highest Anniversary
  Value is also higher than the Annual Increase Amount. Accordingly, the
    Highest Anniversary Value will be applied to the annuity payout rates in
   the GMIB Annuity Table to determine your lifetime Annuity Payments. THE
  INCOME BASE IS NOT AVAILABLE FOR CASH WITHDRAWALS AND IS ONLY USED FOR
    PURPOSES OF CALCULATING THE GMIB PAYMENT AND THE CHARGE FOR THE BENEFIT.

[GRAPHIC APPEARS HERE]                                                          

(3) PUTTING IT ALL TOGETHER                                                     

Graphic Example                                                         
---------------                                                         

Prior to annuitization, the two calculations (the Annual Increase Amount
   and the Highest Anniversary Value) work together to protect your future
income. Upon annuitization of the contract, you will receive income 
   payments for life and the Income Bases and the Account Value will cease
     to exist. Also, the GMIB may only be exercised no later than the contract
    anniversary prior to the contract Owner's 91st birthday, after a 10 year
waiting period, and then only within a 30 day period following the  
contract anniversary.                                               

[GRAPHIC APPEARS HERE]                                                          

With the GMIB, the Income Base is applied to special, conservative GMIB 
   annuity purchase factors, which are guaranteed at the time the contract
   is issued. However, if then-current annuity purchase factors applied to
     the Account Value would produce a greater amount of income, then you will
receive the greater amount. In other words, when you annuitize your 
  contract you will receive whatever amount produces the greatest income
  payment. Therefore, if your Account Value would provide greater income
     than would the amount provided under the GMIB, you will have paid for the
GMIB although it was never used.                                    

[GRAPHIC APPEARS HERE]                                                          

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(4) THE GUARANTEED PRINCIPAL OPTION                                             

Assume your initial Purchase Payment is $100,000 and no withdrawals are 
    taken. Assume that the Account Value at the 10th contract anniversary is
   $50,000 due to poor market performance, and you exercise the Guaranteed
Principal Option at this time.                                      

The effects of exercising the Guaranteed Principal Option are:          

  1)    A Guaranteed Principal Adjustment of $100,000 - $50,000 = $50,000 is
added to the Account Value 30 days after the 10th contract  
anniversary bringing the Account Value back up to $100,000. 

2)    The GMIB rider and rider charge terminate as of the date that the 
 adjustment is made to the Account Value; the variable annuity
contract continues.                                         

3)    The GMIB allocation and transfer restrictions terminate as of the 
date that the adjustment is made to the Account Value.      

[GRAPHIC APPEARS HERE]                                                          

*Withdrawals reduce the original Purchase Payment (I.E. those payments  
credited within 120 days of contract issue date) proportionately and
    therefore, may have a significant impact on the amount of the Guaranteed
Principal Adjustment.                                               

(5) THE OPTIONAL STEP-UP: AUTOMATIC ANNUAL STEP-UP                              

Assume your initial investment is $100,000 and no withdrawals are taken. The    
Annual Increase Amount will be increased by the GMIB Annual Increase Rate on    
the first anniversary. Assume your Account Value at the first contract          
anniversary is $110,000 due to good market performance, and $110,000 is greater 
than the Annual Increase Amount increased by the GMIB Annual Increase Rate.     
Also assume that prior to the first contract anniversary, you elected Optional  
Step-Ups to occur under the Automatic Annual Step-Up feature. Because your      
Account Value is higher than your Annual Increase Amount, an Optional Step-Up   
will automatically occur.                                                       

The effect of the Optional Step-Up is:                                          

(1) The Annual Increase Amount automatically increases to $110,000;       

(2) The 10-year waiting period to annuitize the contract under the GMIB   
 rider is reset to 10 years from the first contract anniversary;

(3) The GMIB rider charge may be reset to the fee we would charge new     
contract Owners for the same GMIB rider at that time; and     

(4) The Guaranteed Principal Option can still be elected on the 10th      
contract anniversary.                                         

Assume your Account Value at the second contract anniversary is $120,000 due to 
good market performance, and you have not discontinued the Automatic Annual     
Step-Up feature. If your $120,000 Account Value is higher than your Annual      
Increase Amount (calculated on the second contract anniversary using the GMIB   
Annual Increase Rate), an Optional Step-Up will automatically occur.            

The effect of the Optional Step-Up is:                                          

(1) The Annual Increase Amount automatically increases to $120,000;       

(2) The 10-year waiting period to annuitize the contract under the GMIB   
  rider is reset to 10 years from the second contract anniversary;

(3) The GMIB rider charge may be reset to the fee we would charge new     
contract Owners for the same GMIB rider at that time; and     

(4) The Guaranteed Principal Option can still be elected on the 10th      
contract anniversary.                                         

Assume your Account Value increases by $10,000 at each contract anniversary in  
years three through seven. If on each contract anniversary your Account Value   
exceeds the Annual Increase Amount, an Optional Step-Up would automatically     
occur (provided you had not discontinued the Automatic Annual Step-Up feature,  
and other requirements were met).                                               

The effect of each Optional Step-Up is:                                         

(1) The Annual Increase Amount automatically resets to the higher Account 
Value;                                                        

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(2) The 10-year waiting period to annuitize the contract under the GMIB   
   rider is reset to 10 years from the date of the Optional Step-Up;

(3) The GMIB rider charge may be reset to the fee we would charge new     
contract Owners for the same GMIB rider at that time; and     

(4) The Guaranteed Principal Option can still be elected on the 10th      
contract anniversary.                                         

After the seventh contract anniversary, the initial Automatic Annual Step-Up    
election expires. Assume you do not make a new election of the Automatic Annual 
Step-Up.                                                                        

Assume your Account Value at the eighth contract anniversary is $160,000 due to 
poor market performance. An Optional Step-Up is NOT permitted because your      
Account Value is lower than your Annual Increase Amount. The Annual Increase    
Amount will, however, be increased by the GMIB Annual Increase Rate on the      
eighth contract anniversary. Furthermore, if poor market performance prevents   
your Account Value from exceeding your Annual Increase Amount on future         
contract anniversaries, the Annual Increase Amount will continue to grow at the 
GMIB Annual Increase Rate annually (provided the GMIB rider continues in        
effect, and subject to adjustments for additional Purchase Payments and/or      
withdrawals) through the contract anniversary prior to your 91st birthday.      
Also, please note:                                                              

(1) The 10-year waiting period to annuitize the contract under the GMIB   
     remains at the 17th contract anniversary (10 years from the date of
the last Optional Step-Up);                                   

(2) The GMIB rider charge remains at its current level; and               

(3) The Guaranteed Principal Option can still be elected on the 10th      
contract anniversary.                                         

[GRAPHIC APPEARS HERE]                                                          

(6) REQUIRED MINIMUM DISTRIBUTION EXAMPLES                                      

The following examples only apply to IRAs and other contracts subject to        
Section 401(a)(9) of the Internal Revenue Code. Assume an IRA contract is       
issued on September 1, 2015 and a GMIB rider is selected. Assume that on the    
first contract anniversary (September 1, 2016), the Annual Increase Amount is   
$100,000. Assume the required minimum distribution amount for 2016 with respect 
to this contract is $6,000, and the required minimum distribution amount for    
2017 with respect to this contract is $7,200. Assume that on both the first     
contract anniversary (September 1, 2016) and the second contract anniversary    
(September 1, 2017) the Account Value is $100,000. On the second contract       
anniversary, the annual increase rate is the greater of:                        

(a) the GMIB Annual Increase Rate; or                                 

(b) the required minimum distribution rate (as defined below).        

The required minimum distribution rate equals the greater of:                   

(1) the required minimum distribution amount for 2016 ($6,000) or for 2017
       ($7,200), whichever is greater, divided by the Annual Increase Amount
as of September 1, 2016 ($100,000);                           

(2a) if the contract Owner enrolls only in the Automated Required Minimum 
----
        Distribution Program, the total withdrawals during the Contract Year
         under the Automated Required Minimum Distribution Program, divided by
        the Annual Increase Amount at the beginning of the Contract Year; or

(2b) if the contract Owner enrolls in both the Systematic Withdrawal      
      ----
          Program and the Automated Required Minimum Distribution Program, the
         total withdrawals during the Contract Year under (i) the Systematic
          Withdrawal Program (up to a maximum of the GMIB Annual Increase Rate
       as a percentage of the Annual Increase Amount at the beginning of
the Contract Year) and (ii) the Automated Required Minimum
         Distribution Program (which can be used to pay out any amount above
          the Systematic Withdrawal Program withdrawals that must be withdrawn
    to fulfill minimum distribution requirements at the end of the
  calendar year), divided by the Annual Increase Amount at the
beginning of the Contract Year.                           

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Because $7,200 (the required minimum distribution amount for 2017) is greater   
than $6,000 (the required minimum distribution amount for 2016), item (1) above 
is equal to $7,200 divided by $100,000, or 7.2%.                                

Withdrawals Through the Automated Required Minimum Distribution Program     
-----------------------------------------------------------------------     

If the contract Owner enrolls in the Automated Required Minimum Distribution
 Program and elects monthly withdrawals, the Owner will receive $6,800
    over the second Contract Year (from September 2016 through August 2017).
  Assuming the Owner makes no withdrawals outside the Automated Required
   Minimum Distribution Program, on September 1, 2017, the Annual Increase
  Amount will be increased to $100,400. This is calculated by increasing
the Annual Increase Amount from September 1, 2016 ($100,000) by the 
  annual increase rate (7.2%) and subtracting the total amount withdrawn
 through the Automated Required Minimum Distribution Program ($6,800):
$100,000 increased by 7.2% = $107,200; $107,200 - $6,800 = $100,400.

(Why does the contract Owner receive $6,800 under the Automated Required    
Minimum Distribution Program in this example? From September through
    December 2016, the Owner receives $500 per month ($500 equals the $6,000
required minimum distribution amount for 2016 divided by 12). From  
January through August 2017, the Owner receives $600 per month ($600
   equals the $7,200 required minimum distribution amount for 2017 divided
     by 12). The Owner receives $2,000 in 2016 and $4,800 in 2017, for a total
of $6,800.)                                                         

Withdrawals Outside the Automated Required Minimum Distribution Program     
-----------------------------------------------------------------------     

If the contract Owner withdraws the $6,000 required minimum distribution    
amount for 2016 in December 2016 and makes no other withdrawals from
September 2016 through August 2017, the Annual Increase Amount on   
    September 1, 2017 will be $101,200. This is calculated by increasing the
  Annual Increase Amount from September 1, 2016 ($100,000) by the annual
     increase rate (7.2%) and subtracting the total amount withdrawn ($6,000):
$100,000 increased by 7.2% = $107,200; $107,200 - $6,000 = $101,200.

If the contract Owner withdraws the $7,200 required minimum distribution    
amount for 2017 in January 2017 and makes no other withdrawals from 
September 2016 through August 2017, the Annual Increase Amount on   
    September 1, 2017 will be $100,000. This is calculated by increasing the
  Annual Increase Amount from September 1, 2016 ($100,000) by the annual
     increase rate (7.2%) and subtracting the total amount withdrawn ($7,200):
$100,000 increased by 7.2% = $107,200; $107,200 - $7,200 = $100,000.

Withdrawals in Excess of the Required Minimum Distribution Amounts          
------------------------------------------------------------------          

Assume the contract Owner withdraws $7,250 on September 1, 2016 and makes no
 other withdrawals before the second contract anniversary. Because the
   $7,250 withdrawal exceeds the required minimum distribution amounts for
    2016 and 2017, the annual increase rate will be equal to the GMIB Annual
  Increase Rate (as shown in the GMIB Rate Table). On September 1, 2016,
     the Annual Increase Amount is reduced by the value of the Annual Increase
   Amount immediately prior to the withdrawal ($100,000) multiplied by the
  percentage reduction in the Account Value attributed to the withdrawal
     (7.25%). Therefore, the new Annual Increase Amount is $92,750 ($100,000 x
    7.25% = $7,250; $100,000 - $7,250 = $92,750). Assuming no other Purchase
    Payments or withdrawals are made before the second contract anniversary,
    the Annual Increase Amount on the second contract anniversary (September
1, 2017) will be $92,750 increased by the GMIB Annual Increase Rate.

No Withdrawals                                                              
--------------                                                              

If the contract Owner fulfills the minimum distribution requirements by     
making withdrawals from other IRA accounts and does not make any    
   withdrawals from this contract, the Annual Increase Amount on September
 1, 2017 will be $107,200. This is calculated by increasing the Annual
    Increase Amount from September 1, 2016 ($100,000) by the annual increase
    rate (7.2%) and subtracting the total amount withdrawn from the contract
($0).                                                               

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APPENDIX E                                                                      

GUARANTEED WITHDRAWAL BENEFIT EXAMPLES                                          

The purpose of these examples is to illustrate the operation of the Guaranteed  
Withdrawal Benefit. The investment results shown are hypothetical and are not   
representative of past or future performance. Actual investment results may be  
more or less than those shown and will depend upon a number of factors,         
including investment allocations and the investment experience of the           
Investment Portfolios chosen. THE EXAMPLES DO NOT REFLECT THE DEDUCTION OF FEES 
AND EXPENSES, WITHDRAWAL CHARGES OR INCOME TAXES AND TAX PENALTIES. The         
Guaranteed Withdrawal Benefit does not establish or guarantee an Account Value  
or minimum return for any Investment Portfolio. The Total Guaranteed Withdrawal 
Amount and the Remaining Guaranteed Withdrawal Amount cannot be taken as a lump 
sum.                                                                            

A.   GWB - Annual Benefit Payment Continuing When Account Value Reaches Zero    
 -----------------------------------------------------------------------

When you purchase a contract and elect the optional GWB rider:                  

o your initial Account Value is equal to your initial Purchase Payment;         

o your initial Total Guaranteed Withdrawal Amount (the minimum amount you are   
guaranteed to receive over time) is equal to your initial Purchase Payment; 

o your initial Remaining Guaranteed Withdrawal Amount (the remaining minimum    
amount you are guaranteed to receive over time) is equal to the initial     
Total Guaranteed Withdrawal Amount; and                                     

o your initial Annual Benefit Payment (the amount you may withdraw each         
Contract Year without taking an Excess Withdrawal) is equal to the initial  
Total Guaranteed Withdrawal Amount multiplied by the applicable GWB         
Withdrawal Rate (see "Living Benefits - Guaranteed Withdrawal Benefit (GWB) 
- GWB Rate Table").                                                         

The graphic example below shows how withdrawing the Annual Benefit Payment each 
Contract Year reduces the Remaining Guaranteed Withdrawal Amount and Account    
Value. Assume that over time the Account Value is reduced to zero by the        
effects of withdrawing the Annual Benefit Payment and poor market performance.  
If the Account Value reaches zero while a Remaining Guaranteed Withdrawal       
Amount still remains, we will begin making payments to you (equal, on an annual 
basis, to the Annual Benefit Payment) until the Remaining Guaranteed Withdrawal 
Amount is exhausted. The total amount withdrawn over the life of the contract   
will be equal to the initial Total Guaranteed Withdrawal Amount.                

[GRAPHIC APPEARS HERE]                                                          

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B.   GWB - Effect of an Excess Withdrawal                                       
------------------------------------                                  

A withdrawal that causes your total withdrawals in a Contract Year to exceed    
the Annual Benefit Payment is called an "Excess Withdrawal."                    

As described in Example A above, if you do not take Excess Withdrawals, the GWB 
      ------
rider guarantees that the entire amount of Purchase Payments you make will be   
returned to you through a series of withdrawals over time, even if your Account 
Value is reduced to zero. Non-Excess Withdrawals do not decrease the Total      
Guaranteed Withdrawal Amount or Annual Benefit Payment, and decrease the        
Remaining Guaranteed Withdrawal Amount by the dollar amount of the withdrawal.  

If you do take an Excess Withdrawal, you will reduce the amount guaranteed be   
--                                                                
returned to you under the GWB rider. If you take an Excess Withdrawal, we will: 

o reduce the Total Guaranteed Withdrawal Amount in the same proportion that the 
Excess Withdrawal reduced the Account Value;                                

o reduce the Remaining Guaranteed Withdrawal Amount in the same proportion that 
the Excess Withdrawal reduces the Account Value; and                        

o reduce the Annual Benefit Payment to the new Total Guaranteed Withdrawal      
Amount multiplied by the GWB Withdrawal Rate.                               

For example, if an Excess Withdrawal is equal to 10% of the Account Value, that 
Excess Withdrawal will reduce both the Total Guaranteed Withdrawal Amount and   
the Remaining Guaranteed Withdrawal Amount by 10%, and the new Annual Benefit   
Payment will be calculated based on the reduced Total Guaranteed Withdrawal     
Amount.                                                                         

These reductions in the Total Guaranteed Withdrawal Amount, Remaining           
Guaranteed Withdrawal Amount, and Annual Benefit Payment may be significant,    
particularly when the Account Value at the time of the Excess Withdrawal is     
lower than the Total Guaranteed Withdrawal Amount. An Excess Withdrawal that    
reduces the Account Value to zero will terminate the contract.                  

C.   GWB - How the Automatic Annual Step-Up Works                               
--------------------------------------------                          

As described in Example A above, when you purchase a contract and elect the     
optional GWB rider, the initial Account Value and Total Guaranteed Withdrawal   
Amount are equal to the initial Purchase Payment. The initial Annual Benefit    
Payment is equal to the initial Total Guaranteed Withdrawal Amount multiplied   
by your GWB Withdrawal Rate.                                                    

Assume that on the first contract anniversary the Account Value is greater than 
the Total Guaranteed Withdrawal Amount. As shown in the graphic example below,  
the Automatic Annual Step-Up will increase the Total Guaranteed Withdrawal      
Amount to equal the Account Value. The Remaining Guaranteed Withdrawal Amount   
will also be increased to equal the Account Value. The Annual Benefit Payment   
will be set equal to the newly recalculated Total Guaranteed Withdrawal Amount  
multiplied by the GWB Withdrawal Rate.                                          

Assume that on the second contract anniversary the Account Value is once again  
greater than the Total Guaranteed Withdrawal Amount. As shown in the graphic    
example below, the Automatic Annual Step-Up will again increase the Total       
Guaranteed Withdrawal Amount to equal the Account Value. The Remaining          
Guaranteed Withdrawal Amount will also be increased to equal the Account Value. 
The Annual Benefit Payment will be set equal to the newly recalculated Total    
Guaranteed Withdrawal Amount multiplied by the GWB Withdrawal Rate.             

Even if the Account Value decreases after the second contract anniversary, the  
Total Guaranteed Withdrawal Amount and Annual Benefit Payment will not decrease 
as long as you do not take Excess Withdrawals.                                  

The graphic example below shows how the Automatic Annual Step-Ups on the first  
and second contract anniversaries increase the Total Guaranteed Withdrawal      
Amount. It also shows the contract Owner choosing to begin withdrawals of the   
Annual Benefit Payment on the fifth contract anniversary.                       

Automatic Annual Step-Ups may only occur on contract anniversaries prior to the 
Owner's 86th birthday. If an Automatic Annual Step-Up occurs, we may reset the  
GWB rider charge to a rate that does not exceed the lower of: (a) the GWB       

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Maximum Fee Rate (1.80%) or (b) the current rate that we would charge for the   
same rider available for new contract purchases at the time of the Automatic    
Annual Step-Up. If an Automatic Annual Step-Up would result in an increase in   
your GWB rider charge, we will notify you in writing a minimum of 30 days in    
advance of the applicable contract anniversary and inform you that you may      
choose to decline the Automatic Annual Step-Up.                                 

[GRAPHIC APPEARS HERE]                                                          

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APPENDIX F                                                                      

GUARANTEED LIFETIME WITHDRAWAL BENEFIT EXAMPLES                                 

The purpose of these examples is to illustrate the operation of the GLWB rider. 
The investment results shown are hypothetical and are not representative of     
past or future performance. Actual investment results may be more or less than  
those shown and will depend upon a number of factors, including investment      
allocations and the investment experience of the Investment Portfolios chosen.  
THE EXAMPLES DO NOT REFLECT THE DEDUCTION OF FEES AND CHARGES, WITHDRAWAL       
CHARGES OR INCOME TAXES AND TAX PENALTIES. The GLWB rider does not establish or 
guarantee an Account Value or minimum return for any Investment Portfolio. The  
Benefit Base cannot be taken as a lump sum. Values are rounded for display      
purposes only.                                                                  

BENEFIT BASE                                                                    

The initial Benefit Base is equal to your initial Purchase Payment. The Benefit 
Base is increased by any additional Purchase Payments. The Benefit Base may     
also increase by the Rollup Rate, if applicable, and any Automatic Step-Ups, as 
described below. The Benefit Base may be reduced for certain types of           
withdrawals, as described below.                                                

A. WITHDRAWALS                                                                  

WITHDRAWALS PRIOR TO THE LIFETIME WITHDRAWAL AGE                                
------------------------------------------------                                

There is no Annual Benefit Payment prior to the Lifetime Withdrawal Age, so any 
withdrawal that occurs prior to the Lifetime Withdrawal Age will decrease the   
Benefit Base in the same proportion that the withdrawal reduces the Account     
Value; this adjustment is calculated using the amount of the withdrawal         
(including withdrawal charges, if any) divided by the Account Value prior to    
the withdrawal (a "Proportional Adjustment").                                   

Example:                                                                        
-------                                                                         

Assume you make an initial Purchase Payment of $100,000. Your initial Account 
Value would be $100,000 and your initial Benefit Base would be $100,000.      
Assume due to poor market performance your Account Value is reduced to $80,000
and you decide to make a $10,000 withdrawal. Since this withdrawal is made    
prior to the Lifetime Withdrawal Age, there will be a Proportional Adjustment 
to the Benefit Base. The Proportional Adjustment is equal to your withdrawal  
amount ($10,000) divided by your Account Value before such withdrawal         
($80,000), which equals 12.5%. Your Benefit Base would be reduced to $87,500  
($100,000 reduced by 12.5%).                                                  

WITHDRAWALS AFTER THE LIFETIME WITHDRAWAL AGE                                   
---------------------------------------------                                   

Any withdrawal that occurs after the Lifetime Withdrawal Age is either a        
Non-Excess Withdrawal or an Excess Withdrawal.                                  

A "Non-Excess Withdrawal" is a withdrawal that does not exceed, or cause the    
cumulative withdrawals for the current Contract Year to exceed, the Annual      
Benefit Payment. Non-Excess Withdrawals do not reduce the Benefit Base, but     
reduce your Account Value by the amount of each withdrawal.                     

An "Excess Withdrawal" is a withdrawal that exceeds, or causes the cumulative   
withdrawals for the current Contract Year to exceed, the Annual Benefit         
Payment. Any Excess Withdrawal(s), and any subsequent withdrawals that occur in 
that Contract Year, will result in a Proportional Adjustment to the Benefit     
Base.                                                                           

The Benefit Base is multiplied by the applicable GLWB Withdrawal Rate while the 
Account Value is greater than zero to determine your Annual Benefit Payment.    
The Benefit Base is multiplied by the applicable GLWB Lifetime Guarantee Rate   
to determine your Annual Benefit Payment if your Account Value is reduced to    
zero and lifetime payments are to begin.                                        

Examples:                                                                       
--------                                                                        

Assume you make an initial Purchase Payment of $100,000. Your initial Account 
Value would be $100,000 and your initial Benefit Base would be $100,000. Also 
assume the GLWB Withdrawal Rate is 5%, making your Annual Benefit Payment     
$5,000 ($100,000 x 5%).                                                       

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Non-Excess Withdrawals                                                
----------------------                                                

You decide to make a $5,000 withdrawal. Since this withdrawal is made after   
the Lifetime Withdrawal Age and does not exceed the Annual Benefit Payment of 
$5,000, your Benefit Base of $100,000 is not reduced by such withdrawal.      

Excess Withdrawals                                                    
------------------                                                    

Assume due to poor market performance your Account Value is reduced to $80,000
and you decide to make a $10,000 withdrawal, which reduces your Account Value 
to $70,000 ($80,000 - $10,000). Since your $10,000 withdrawal exceeds your    
Annual Benefit Payment of $5,000, there will be a Proportional Adjustment to  
your Benefit Base. The Proportional Adjustment is equal to the withdrawal     
amount ($10,000) divided by the Account Value before such withdrawal          
($80,000), which equals 12.5%. The Benefit Base would be reduced to $87,500   
($100,000 reduced by 12.5%). In addition, after such withdrawal, the Annual   
Benefit Payment would be reset equal to $4,375 (5% x $87,500).                

Assume instead that you withdrew $10,000 in two separate withdrawals of $4,000
and $6,000. Your first withdrawal of $4,000 reduces your Account Value to     
$76,000 ($80,000 - $4,000). Since your first withdrawal of $4,000 does not    
exceed your Annual Benefit Payment of $5,000, there is no Proportional        
Adjustment to your Benefit Base. Your second withdrawal of $6,000 reduces your
Account Value to $70,000 ($76,000 - $6,000). Since such withdrawal causes your
cumulative withdrawals ($4,000 + $6,000 = $10,000) for the current Contract   
Year to exceed the Annual Benefit Payment of $5,000, there will be a          
Proportional Adjustment to the Benefit Base. The Proportional Adjustment is   
equal to the entire amount of the second withdrawal ($6,000) divided by the   
Account Value before such withdrawal ($76,000), which equals 7.9%. The Benefit
Base would be reduced to $92,100 ($100,000 reduced by 7.9%).                  

B. ROLLUP RATE                                                                  

On each contract anniversary on or before the Rollup Rate Period End Date, if   
no withdrawals occurred in the previous Contract Year, the Benefit Base will be 
increased by an amount equal to the Rollup Rate multiplied by the Benefit Base  
before such increase.                                                           

The Benefit Base will not be increased by the Rollup Rate if: (1) a withdrawal  
has occurred in the Contract Year ending immediately prior to that contract     
anniversary, or (2) after the Rollup Rate Period End Date. The Rollup Rate is   
applied before deducting any rider charge and before taking into account any    
Automatic Step-Up occurring on such contract anniversary.                       

Example:                                                                        
--------                                                                        

Assume you make an initial Purchase Payment of $100,000. Your initial Account 
Value would be $100,000 and your initial Benefit Base would be $100,000. Also 
assume the GLWB Withdrawal Rate is 5%, making your Annual Benefit Payment     
$5,000 ($100,000 x 5%).                                                       

If your Rollup Rate is 5%, your Benefit Base will increase by 5% on each      
contract anniversary until the Rollup Rate Period End Date, provided that no  
withdrawals occur in the previous Contract Year. If a withdrawal is not taken 
in the first Contract Year, your Benefit Base would increase to $105,000      
($100,000 x 105%). Also, if the Benefit Base is increased by the Rollup Rate, 
the Annual Benefit Payment will be recalculated to $5,250 ($105,000 x 5%).    

If a withdrawal is taken in any Contract Year prior to the Rollup Rate Period   
End Date, the Benefit Base would not be increased by the Rollup Rate on the     
following contract anniversary.                                                 

After the Rollup Rate Period End Date, the Benefit Base is not increased by the 
Rollup Rate.                                                                    

C. AUTOMATIC STEP-UP                                                            

On each contract anniversary prior to your 91st birthday, an Automatic Step-Up  
will occur if the Account Value on that date exceeds the Benefit Base           
immediately before the Automatic Step-Up. An Automatic Step-Up: (1) increases   
the Benefit Base to the Account Value; (2) increases the Annual Benefit Payment 
to equal the GLWB Withdrawal Rate multiplied by the Benefit Base after the      
Automatic Step-Up; and (3) may increase the rider charge.                       

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Example:                                                                        
-------                                                                         

Assume you make an initial Purchase Payment of $100,000. Your initial Account 
Value would be $100,000 and your initial Benefit Base would be $100,000. Also 
assume your Annual Benefit Payment $5,000 ($100,000 x 5%) but no withdrawals  
have been made so the GLWB Withdrawal Rate is not determined for the life of  
the rider by the first withdrawal. At the first contract anniversary, assume  
your Account Value has increased to $110,000 due to good market performance.  
The Automatic Step-Up will increase the Benefit Base from $100,000 to $110,000
and reset the Annual Benefit Payment to $5,500 ($110,000 x 5%).               

At the second contract anniversary, assume your Account Value has increased to
$120,000 due to good market performance. The Automatic Step-Up will increase  
the Benefit Base from $110,000 to $120,000 and reset the Annual Benefit       
Payment to $6,000 ($120,000 x 5%).                                            

On the third through the eighth contract anniversaries, assume your Account   
Value does not exceed the Benefit Base due to poor market performance and no  
withdrawals are made. No Automatic Step-Up will take place on any of the third
through eighth contract anniversaries; however, the Benefit Base would        
increase by the Rollup Rate, as described above.                              

At the ninth contract anniversary, assume your Account Value has increased to 
$150,000 due to good market performance, which is greater than the Benefit    
Base immediately before the contract anniversary. The Automatic Step-Up will  
increase the Benefit Base from $120,000 to $150,000. Also assume that you are 
now at an age that the GLWB Withdrawal Rate has increased from 5% to 6%. Your 
Annual Benefit Payment will be reset to $9,000 ($150,000 x 6%).               

ILLUSTRATIVE GLWB EXAMPLE                                                       

The graph below is an illustration that incorporates several concepts of the    
GLWB rider.                                                                     

Please note:                                                                    
------------                                                                    

o The graph assumes no withdrawals occur until after the Lifetime Withdrawal    
Age.                                                                            

o The graph assumes no withdrawals occur until the Rollup Rate Period End Date  
is reached.                                                                 

o The graph assumes Account Value fluctuation in order to illustrate Automatic  
Step-Ups, followed by Account Value decline, reducing to zero in order to   
illustrate lifetime income payments.                                        

o The graph assumes that the no change in the Annual Benefit Payment when the   
Account Value is reduced to zero (the GLWB Withdrawal Rate and GLWB Lifetime
Guarantee Rate are assumed to be the same).                                 

o The graph shows the "Benefit Base had Automatic Step-Ups not occurred" for    
the purpose of illustrating the impact of Automatic Step-Ups only (i.e.,    
Benefit Base only increased by the Rollup Rate).                            

[GRAPHIC APPEARS HERE]                                                          

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APPENDIX G                                                                      

GLWB DEATH BENEFIT EXAMPLES                                                     

The purpose of these examples is to illustrate the operation of the GLWB Death  
Benefit. The GLWB Death Benefit may only be elected if you elect the optional   
Guaranteed Lifetime Withdrawal Benefit (GLWB) rider. The investment results     
shown are hypothetical and are not representative of past or future             
performance. Actual investment results may be more or less than those shown and 
will depend upon a number of factors, including investment allocations and the  
investment experience of the Investment Portfolios chosen. THE EXAMPLES DO NOT  
REFLECT THE DEDUCTION OF FEES AND EXPENSES, WITHDRAWAL CHARGES, OR INCOME TAXES 
AND TAX PENALTIES. The GLWB Death Benefit Base cannot be taken as a lump sum.   
Values are rounded for display purposes only.                                   

GLWB DEATH BENEFIT BASE                                                         

The initial GLWB Death Benefit Base is equal to your initial Purchase Payment.  
The GLWB Death Benefit Base is increased by any additional Purchase Payments.   
The GLWB Death Benefit Base may also increase by the Rollup Rate, if            
applicable, and any Automatic Step-Ups, as described below. The GLWB Death      
Benefit Base is reduced for all withdrawals, as described below.                

Annual Benefit Payments below are calculated using the Benefit Base as          
described in the previous Appendix F examples for the GLWB rider.               

A. WITHDRAWALS                                                                  

WITHDRAWALS PRIOR TO THE LIFETIME WITHDRAWAL AGE                                
------------------------------------------------                                

There is no Annual Benefit Payment prior to the Lifetime Withdrawal Age, so any 
withdrawal that occurs prior to the Lifetime Withdrawal Age will decrease the   
GLWB Death Benefit Base in the same proportion that the withdrawal reduces the  
Account Value, This adjustment is calculated using the amount of the withdrawal 
(including withdrawal charges, if any) divided by the Account Value prior to    
the withdrawal (a "Proportional Adjustment").                                   

Example:                                                                        
-------                                                                         

Assume you make an initial Purchase Payment of $100,000. Your initial Account 
Value would be $100,000 and your initial GLWB Death Benefit Base would be     
$100,000. Assume due to poor market performance your Account Value is reduced 
to $80,000 and you decide to make a $10,000 withdrawal. Since this withdrawal 
is made prior to the Lifetime Withdrawal Age, there will be a Proportional    
Adjustment to the Benefit Base. The Proportional Adjustment is equal to your  
withdrawal amount ($10,000) divided by your Account Value before such         
withdrawal ($80,000), which equals 12.5%. Your GLWB Death Benefit Base would  
be reduced to $87,500 ($100,000 reduced by 12.5%).                            

WITHDRAWALS AFTER THE LIFETIME WITHDRAWAL AGE                                   
---------------------------------------------                                   

Any withdrawal that occurs after the Lifetime Withdrawal Age is either a        
Non-Excess Withdrawal or an Excess Withdrawal.                                  

A "Non-Excess Withdrawal" is a withdrawal that does not exceed, or cause the    
cumulative withdrawals for the current Contract Year to exceed, the Annual      
Benefit Payment. Non-Excess Withdrawals reduce the GLWB Death Benefit Base by   
the amount of each withdrawal.                                                  

An "Excess Withdrawal" is a withdrawal that exceeds, or causes the cumulative   
withdrawals for the current Contract Year to exceed, the Annual Benefit         
Payment. Any Excess Withdrawal(s), and any subsequent withdrawals that occur in 
that Contract Year, will result in a Proportional Adjustment to the GLWB Death  
Benefit Base.                                                                   

Examples:                                                                       
--------                                                                        

Assume you make an initial Purchase Payment of $100,000. Your initial Account 
Value would be $100,000 and your initial GLWB Death Benefit Base would be     
$100,000. Also assume your Annual Benefit Payment is $5,000.                  

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Non-Excess Withdrawals                                                
----------------------                                                

You decide to make a $5,000 withdrawal. Since this withdrawal is made after   
the Lifetime Withdrawal Age and does not exceed the Annual Benefit Payment of 
$5,000, your GLWB Death Benefit Base of $100,000 is reduced by such withdrawal
to $95,000.                                                                   

Excess Withdrawals                                                    
------------------                                                    

Assume due to poor market performance your Account Value is reduced to $80,000
and you decide to make a $10,000 withdrawal, which reduces your Account Value 
to $70,000 ($80,000 - $10,000). Since your $10,000 withdrawal exceeds your    
Annual Benefit Payment of $5,000, there will be a Proportional Adjustment to  
your Benefit Base. The Proportional Adjustment is equal to the withdrawal     
amount ($10,000) divided by the Account Value before such withdrawal          
($80,000), which equals 12.5%. The GLWB Death Benefit Base would be reduced to
$87,500 ($100,000 reduced by 12.5%).                                          

Assume instead that you withdrew $10,000 in two separate withdrawals of $4,000
and $6,000. Your first withdrawal of $4,000 reduces your Account Value to     
$76,000 ($80,000 - $4,000). Since your first withdrawal of $4,000 does not    
exceed your Annual Benefit Payment of $5,000, the GLWB Death Benefit Base is  
reduced by such withdrawal to $96,000. Your second withdrawal of $6,000       
reduces your Account Value to $70,000 ($76,000 - $6,000). Since such          
withdrawal causes your cumulative withdrawals ($4,000 + $6,000 = $10,000) for 
the current Contract Year to exceed the Annual Benefit Payment of $5,000,     
there will be a Proportional Adjustment to the GLWB Death Benefit Base. The   
Proportional Adjustment is equal to the entire amount of the second withdrawal
($6,000) divided by the Account Value before such withdrawal ($76,000), which 
equals 7.9%. The GLWB Death Benefit Base would be reduced to $88,416 ($96,000 
reduced by 7.9%).                                                             

B. ROLLUP RATE                                                                  

On each contract anniversary on or before the Rollup Rate Period End Date, if   
no withdrawals occurred in the previous Contract Year, the GLWB Death Benefit   
Base will be increased by an amount equal to the Rollup Rate multiplied by the  
GLWB Death Benefit Base before such increase.                                   

The GLWB Death Benefit Base will not be increased by the Rollup Rate if: (1) a  
withdrawal has occurred in the Contract Year ending immediately prior to that   
contract anniversary, or (2) after the Rollup Rate Period End Date. The Rollup  
Rate is applied before deducting any rider charge and before taking into        
account any Automatic Step-Up occurring on such contract anniversary.           

Example:                                                                        
-------                                                                         

Assume you make an initial Purchase Payment of $100,000. Your initial Account 
Value would be $100,000 and your initial GLWB Death Benefit Base would be     
$100,000.                                                                     

If your Rollup Rate is 5%, your GLWB Death Benefit Base will increase by 5% on
contract anniversaries until the Rollup Rate Period End Date, provided that no
withdrawals occur in the previous Contract Year. If a withdrawal is not taken 
in the first Contract Year, your GLWB Death Benefit Base would increase to    
$105,000 ($100,000 x 105%).                                                   

If a withdrawal is taken in any Contract Year prior to the Rollup Rate Period   
End Date, the GLWB Death Benefit Base would not be increased by the Rollup Rate 
on the following contract anniversary.                                          

After the Rollup Rate Period End Date, the GLWB Death Benefit Base is not       
increased by the Rollup Rate.                                                   

C. AUTOMATIC STEP-UP                                                            

On each contract anniversary prior to your 91st birthday, an Automatic Step-Up  
will occur if the Account Value on that date exceeds the Benefit Base of the    
GLWB rider immediately before the Automatic Step-Up. An Automatic Step-Up: (1)  
increases the GLWB Death Benefit Base to the Account Value, and (2) may         
increase the GLWB Death Benefit rider charge.                                   

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Example:                                                                        
-------                                                                         

Assume you make an initial Purchase Payment of $100,000. Your initial Account 
Value would be $100,000 and your initial GLWB Death Benefit Base would be     
$100,000. Also assume your Annual Benefit Payment is $5,000 but no withdrawals
are taken so the GLWB Withdrawal Rate is not determined for the life of the   
rider by the first withdrawal. At the first contract anniversary, assume your 
Account Value has increased to $110,000 due to good market performance. The   
Automatic Step-Up will increase the GLWB Death Benefit Base from $100,000 to  
$110,000.                                                                     

At the second contract anniversary, assume your Account Value has increased to
$120,000 due to good market performance. The Automatic Step-Up will increase  
the GLWB Death Benefit Base from $110,000 to $120,000.                        

On the third through the eighth contract anniversaries, assume your Account   
Value does not exceed the Benefit Base of the GLWB rider due to poor market   
performance and no withdrawals are made. No Automatic Step-Up will take place 
on any of the third through eighth contract anniversaries; however, the GLWB  
Death Benefit Base would increase by the Rollup Rate, as described above.     

At the ninth contract anniversary, assume your Account Value has increased to 
$150,000 due to good market performance, which is greater than the Benefit    
Base of the GLWB rider immediately before the contract anniversary. The       
Automatic Step-Up will increase the GLWB Death Benefit Base from $120,000 to  
$150,000.                                                                     

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APPENDIX H                                                                      

DEATH BENEFIT EXAMPLES                                                          

The purpose of these examples is to illustrate the operation of the Principal   
Protection death benefit, the Annual Step-Up death benefit, the Compounded-Plus 
death benefit and the Enhanced Death Benefit riders. The investment results     
shown are hypothetical and are not representative of past or future             
performance. Actual investment results may be more or less than those shown and 
will depend upon a number of factors, including the investment allocation made  
by a contract Owner and the investment experience of the Investment Portfolios  
chosen. THE EXAMPLES DO NOT REFLECT THE DEDUCTION OF FEES AND EXPENSES,         
WITHDRAWAL CHARGES OR INCOME TAXES AND TAX PENALTIES.                           

PRINCIPAL PROTECTION DEATH BENEFIT                                              

The purpose of this example is to show how partial withdrawals reduce the       
Principal Protection death benefit proportionately by the percentage reduction  
in Account Value attributable to each partial withdrawal.                       

                                                        [Enlarge/Download Table]

                                                 DATE                         AMOUNT         
                                    ------------------------------  -------------------------
                                                                                             
A  Initial Purchase Payment                    9/1/2015             $100,000                 
B  Account Value                               9/1/2016             $104,000                 
                                    (First Contract Anniversary)                             
C  Death Benefit                            As of 9/1/2016          $104,000                 
                                                                    (= greater of A and B)   
D  Account Value                               9/1/2017             $ 90,000                 
                                    (Second Contract Anniversary)                            
E  Death Benefit                               9/1/2017             $100,000                 
                                                                    (= greater of A and D)   
F  Withdrawal                                  9/2/2017             $  9,000                 
G  Percentage Reduction in Account             9/2/2017                       10%            
   Value                                                            (= F/D)                  
H  Account Value after Withdrawal              9/2/2017             $ 81,000                 
                                                                    (= D-F)                  
I  Purchase Payments Reduced for            As of 9/2/2017          $ 90,000                 
   Withdrawal                                                       (= A-(A x G))            
J  Death Benefit                               9/2/2017             $ 90,000                 
                                                                    (= greater of H and I)   

Notes to Example                                                                
----------------                                                                

Purchaser is age 60 at issue.                                                   

The Account Values on 9/1/2017 and 9/2/2017 are assumed to be equal prior to    
the withdrawal.                                                                 

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ANNUAL STEP-UP DEATH BENEFIT                                                    

The purpose of this example is to show how partial withdrawals reduce the       
Annual Step-Up death benefit proportionately by the percentage reduction in     
Account Value attributable to each partial withdrawal.                          

                                                        [Enlarge/Download Table]

                                                      DATE                         AMOUNT         
                                         ------------------------------  -------------------------
                                                                                                  
A  Initial Purchase Payment                         9/1/2015             $100,000                 
B  Account Value                                    9/1/2016             $104,000                 
                                         (First Contract Anniversary)                             
C  Death Benefit (Highest Anniversary            As of 9/1/2016          $104,000                 
   Value)                                                                (= greater of A and B)   
D  Account Value                                    9/1/2017             $ 90,000                 
                                         (Second Contract Anniversary)                            
E  Death Benefit (Highest Contract Year             9/1/2017             $104,000                 
   Anniversary)                                                          (= greater of B and D)   
F  Withdrawal                                       9/2/2017             $  9,000                 
G  Percentage Reduction in Account                  9/2/2017                       10%            
   Value                                                                 (= F/D)                  
H  Account Value after Withdrawal                   9/2/2017             $ 81,000                 
                                                                         (= D-F)                  
I  Highest Anniversary Value Reduced             As of 9/2/2017          $ 93,600                 
   for Withdrawal                                                        (= E-(E x G))            
J  Death Benefit                                    9/2/2017             $ 93,600                 
                                                                         (= greater of H and I)   

Notes to Example                                                                
----------------                                                                

Purchaser is age 60 at issue.                                                   

The Account Values on 9/1/2017 and 9/2/2017 are assumed to be equal prior to    
the withdrawal.                                                                 

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COMPOUNDED-PLUS DEATH BENEFIT                                                   

The purpose of this example is to show how partial withdrawals reduce the       
Compounded-Plus death benefit proportionately by the percentage reduction in    
Account Value attributable to each partial withdrawal.                          

                                                        [Enlarge/Download Table]

                                                    DATE                         AMOUNT            
                                        ---------------------------  ------------------------------
                                                                                                   
 A  Initial Purchase Payment                     9/1/2015            $100,000                      
 B  Account Value                        9/1/2016 (First Contract    $104,000                      
                                               Anniversary)                                        
C1  Account Value (Highest Anniversary           9/1/2016            $104,000                      
    Value)                                                           (= greater of A and B)        
C2  5% Annual Increase Amount                    9/1/2016            $105,000                      
                                                                     (= A x 1.05)                  
C3  Death Benefit                             As of 9/1/2016         $105,000                      
                                                                     (= greater of C1 and C2)      
 D  Account Value                       9/1/2017 (Second Contract    $ 90,000                      
                                               Anniversary)                                        
E1  Highest Anniversary Value                    9/1/2017            $104,000                      
                                                                     (= greater of C1 and D)       
E2  5% Annual Increase Amount                 As of 9/1/2017         $110,250                      
                                                                     (= A x 1.05 x 1.05)           
E3  Death Benefit                                9/1/2017            $110,250                      
                                                                     (= greater of E1 and E2)      
 F  Withdrawal                                   9/2/2017            $  9,000                      
 G  Percentage Reduction in Account              9/2/2017                         10%              
    Value                                                            (= F/D)                       
 H  Account Value after Withdrawal               9/2/2017            $ 81,000                      
                                                                     (= D-F)                       
I1  Highest Anniversary Value Reduced         As of 9/2/2017         $ 93,600                      
    for Withdrawal                                                   (= E1-(E1 x G))               
I2  5% Annual Increase Amount Reduced         As of 9/2/2017         $ 99,238                      
    for Withdrawal                                                     (= E2-(E2 x G). Note: E2    
                                                                          includes additional      
                                                                        day of interest at 5%)     
I3  Death Benefit                                9/2/2017            $ 99,238                      
                                                                     (= greatest of H, I1 and I2)  

Notes to Example                                                                
----------------                                                                

Purchaser is age 60 at issue.                                                   

The Account Values on 9/1/2017 and 9/2/2017 are assumed to be equal prior to    
the withdrawal.                                                                 

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ENHANCED DEATH BENEFIT                                                          

The purpose of these examples is to illustrate the operation of the Enhanced    
Death Benefit rider. Example (5) shows how required minimum distributions       
affect the Death Benefit Base when an Enhanced Death Benefit rider is elected   
with an IRA contract (or another contract subject to Section 401(a)(9) of the   
Internal Revenue Code).                                                         

(1) THE ANNUAL INCREASE AMOUNT                                                  

Graphic Example: Determining a death benefit based on the Annual Increase 
------------------------------------------------------------------------- 
Amount                                                                          
------                                                                          

 Assume that you make an initial Purchase Payment of $100,000. While you own
the contract, your Account Value fluctuates above and below your initial  
Purchase Payment depending on the investment performance of the investment
options you selected. Your Purchase Payments accumulate at the EDB Annual 
Increase Rate (see "Death Benefit -                                       

Optional Death Beneft - Enhanced Death Benefit (EDB) - EDB Rate Table"),    
until the contract anniversary prior to the contract Owner's 91st birthday. 
Your Purchase Payments are also adjusted for any withdrawals (including any 
applicable withdrawal charge) made during this period. The line (your       
Purchase Payments accumulated at the EDB Annual Increase Rate, adjusted for 
withdrawals and charges - "the Annual Increase Amount") is the value upon   
which the death benefit can be based.                                       

[GRAPHIC APPEARS HERE]                                                          

In this example, at the time the death benefit is determined, the Annual  
Increase Amount is higher than the Account Value. Assume that the Annual  
Increase Amount is also higher than the Highest Anniversary Value (the    
other calculation used to determine the death benefit under the EDB - see 
Example (2) below). Because the Annual Increase Amount is higher than the 
Account Value and the Highest Anniversary Value, the death benefit will be
equal to the Annual Increase Amount.                                      

(2) THE HIGHEST ANNIVERSARY VALUE (HAV)                                         

Graphic Example: Determining a death benefit based on the Highest         
-----------------------------------------------------------------         
Anniversary Value                                                               
-----------------                                                               

 While you own the contract, the Highest Anniversary Value begins to lock in
growth. The Highest Anniversary Value is adjusted upward each contract    
 anniversary if the Account Value at that time is greater than the amount of
the current Highest Anniversary Value. Upward adjustments will continue   
until the contract anniversary immediately prior to the contract Owner's  
81st birthday. The Highest Anniversary Value is also adjusted for any     
withdrawals taken (including any applicable withdrawal charge) or any     
additional Purchase Payments made. The Highest Anniversary Value line is  
the value upon which the death benefit can be based.                      

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[GRAPHIC APPEARS HERE]                                                          

In this example, at the time the death benefit is determined, the Highest 
 Anniversary Value is higher than the Account Value. Assume that the Highest
Anniversary Value is also higher than the Annual Increase Amount. Because 
the Highest Anniversary Value is higher than the Account Value and the    
Annual Increase Amount, the death benefit will be equal to the Highest    
Anniversary Value.                                                        

(3) PUTTING IT ALL TOGETHER                                                     

Graphic Example: Determing a death benefit based on the Annual Increase   
-----------------------------------------------------------------------   
Amount and the Highest Anniversary Value                                        
----------------------------------------                                        

  While you own the contract, the two calculations (the Annual Increase Amount
and the Highest Anniversary Value) work together to protect your future   
 death benefit. As shown in the graphic below, the death benefit will be the
greatest of the Annual Increase Amount, the Highest Annivesary Value, and 
the Account Value.                                                        

[GRAPHIC APPEARS HERE]                                                          

If at the time the death benefit is determined your Account Value would   
provide a larger death benefit than would the Annual Increase Amount or   
Highest Annivesary Value, you will have paid for the EDB although it was  
never used.                                                               

(4) THE OPTIONAL STEP-UP: AUTOMATIC ANNUAL STEP-UP                              

Assume your initial investment is $100,000 and no withdrawals are taken. The    
Annual Increase Amount will be increased by the EDB Annual Increase Rate on the 
first contract anniversary. Assume your Account Value at the first contract     
anniversary is $110,000 due to good market performance, and $110,000 is greater 
than the Annual Increase Amount increased by the EDB Annual Increase Rate. Also 
assume that prior to the first contract anniversary, you elected Optional       
Step-Ups to occur under the Automatic Annual Step-Up feature. Because your      
Account Value is higher than your Annual Increase Amount, an Optional Step-Up   
will automatically occur on the first contract anniversary. (An Optional        
Step-Up is permitted on any contract anniversary when the Owner (or older Joint 
Owner, or Annuitant if the contract is owned by a non-natural person) is age 80 
or younger.)                                                                    

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The effect of the Optional Step-Up is:                                          

(1) The Annual Increase Amount automatically increases to $110,000; and     

 (2) The EDB rider charge may be reset to the fee we would charge new contract
Owners for the same EDB rider at that time.                         

Assume your Account Value at the second contract anniversary is $120,000 due to 
good market performance, and you have not discontinued the Automatic Annual     
Step-Up feature. If your $120,000 Account Value is higher than your Annual      
Increase Amount (calculated on the second contract anniversary using the EDB    
Annual Increase Rate), an Optional Step-Up will automatically occur on the      
second contract anniversary.                                                    

The effect of the Optional Step-Up is:                                          

(1) The Annual Increase Amount automatically increases to $120,000; and     

 (2) The EDB rider charge may be reset to the fee we would charge new contract
Owners for the same EDB rider at that time.                         

Assume your Account Value increases by $10,000 at each contract anniversary in  
years three through seven. If on each contract anniversary your Account Value   
exceeds the Annual Increase Amount, an Optional Step-Up would automatically     
occur (provided you had not discontinued the Automatic Annual Step-Up feature,  
and other requirements were met).                                               

The effect of each Optional Step-Up is:                                         

(1) The Annual Increase Amount automatically resets to the higher Account   
Value; and                                                          

 (2) The EDB rider charge may be reset to the fee we would charge new contract
Owners for the same EDB rider at that time.                         

After the seventh contract anniversary, the initial Automatic Annual Step-Up    
election expires. Assume you do not make a new election of the Automatic Annual 
Step-Up.                                                                        

Assume your Account Value at the eighth contract anniversary has decreased to   
$160,000 due to poor market performance. An Optional Step-Up is NOT permitted   
because your Account Value is lower than your Annual Increase Amount. The       
Annual Increase Amount will, however, be increased by the EDB Annual Increase   
Rate on the eighth contract anniversary. Furthermore, if poor market            
performance prevents your Account Value from exceeding your Annual Increase     
Amount on future contract anniversaries, the Annual Increase Amount will        
continue to grow at the EDB Annual Increase Rate annually (provided the EDB     
rider continues in effect, and subject to adjustments for additional Purchase   
Payments and/or withdrawals) through the contract anniversary prior to your     
91st birthday. Also, because there are no further Optional Step-Ups, the EDB    
rider charge will remain at its current level.                                  

[GRAPHIC APPEARS HERE]                                                          

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(5) REQUIRED MINIMUM DISTRIBUTION EXAMPLES                                      

The following examples only apply to IRAs and other contracts subject to        
Section 401(a)(9) of the Internal Revenue Code. Assume an IRA contract is       
issued on September 1, 2015 and the EDB rider is selected. Assume that on the   
first contract anniversary (September 1, 2016), the Annual Increase Amount is   
$100,000. Assume the required minimum distribution amount for 2016 with respect 
to this contract is $6,000, and the required minimum distribution amount for    
2017 with respect to this contract is $7,200. Assume that on both the first     
contract anniversary (September 1, 2016) and the second contract anniversary    
(September 1, 2017) the Account Value is $100,000. On the second contract       
anniversary, the annual increase rate is the greater of:                        

(a) the EDB Annual Increase Rate; or                                  

(b) the required minimum distribution rate (as defined below).        

The required minimum distribution rate equals the greater of:                   

(1) the required minimum distribution amount for 2016 ($6,000) or for 2017    
  ($7,200), whichever is greater, divided by the Annual Increase Amount as
of September 1, 2016 ($100,000);                                      

(2a) if the contract Owner enrolls only in the Automated Required Minimum     
----    
    Distribution Program, the total withdrawals during the Contract Year under
    the Automated Required Minimum Distribution Program, divided by the Annual
Increase Amount at the beginning of the Contract Year; or             

(2b) if the contract Owner enrolls in both the Systematic Withdrawal Program  
  ----
and the Automated Required Minimum Distribution Program, the total    
  withdrawals during the Contract Year under (i) the Systematic Withdrawal
  Program (up to a maximum of the EDB Annual Increase Rate as a percentage
  of the Annual Increase Amount at the beginning of the Contract Year) and
(ii) the Automated Required Minimum Distribution Program (which can be
used to pay out any amount above the Systematic Withdrawal Program    
withdrawals that must be withdrawn to fulfill minimum distribution    
requirements at the end of the calendar year), divided by the Annual  
Increase Amount at the beginning of the Contract Year.                

Because $7,200 (the required minimum distribution amount for 2017) is greater   
than $6,000 (the required minimum distribution amount for 2016), item (1) above 
is equal to $7,200 divided by $100,000, or 7.2%.                                

(i) Withdrawals Through the Automated Required Minimum Distribution   
 ---------------------------------------------------------------
Program                                                                         
-------                                                                         

If the contract Owner enrolls in the Automated Required Minimum Distribution    
Program and elects monthly withdrawals, the Owner will receive $6,800 over the  
second Contract Year (from September 2016 through August 2017). Assuming the    
Owner makes no withdrawals outside the Automated Required Minimum Distribution  
Program, on September 1, 2017, the Annual Increase Amount will be increased to  
$100,400. This is calculated by increasing the Annual Increase Amount from      
September 1, 2016 ($100,000) by the annual increase rate (7.2%) and subtracting 
the total amount withdrawn through the Automated Required Minimum Distribution  
Program ($6,800): $100,000 increased by 7.2% = $107,200; $107,200 - $6,800 =    
$100,400.                                                                       

(Why does the contract Owner receive $6,800 under the Automated Required        
Minimum Distribution Program in this example? From September through December   
2016, the Owner receives $500 per month ($500 equals the $6,000 required        
minimum distribution amount for 2016 divided by 12). From January through       
August 2017, the Owner receives $600 per month ($600 equals the $7,200 required 
minimum distribution amount for 2017 divided by 12). The Owner receives $2,000  
in 2016 and $4,800 in 2017, for a total of $6,800.)                             

(ii) Withdrawals Outside the Automated Required Minimum Distribution  
   ---------------------------------------------------------------
Program                                                                         
-------                                                                         

If the contract Owner withdraws the $6,000 required minimum distribution amount 
for 2016 in December 2016 and makes no other withdrawals from September 2016    
through August 2017, the Annual Increase Amount on September 1, 2017 will be    
$101,200. This is calculated by increasing the Annual Increase Amount from      
September 1, 2016 ($100,000) by the annual increase rate (7.2%) and subtracting 
the total amount withdrawn ($6,000): $100,000 increased by 7.2% = $107,200;     
$107,200 - $6,000 = $101,200.                                                   

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If the contract Owner withdraws the $7,200 required minimum distribution amount 
for 2017 in January 2017 and makes no other withdrawals from September 2016     
through August 2017, the Annual Increase Amount on September 1, 2017 will be    
$100,000. This is calculated by increasing the Annual Increase Amount from      
September 1, 2016 ($100,000) by the annual increase rate (7.2%) and subtracting 
the total amount withdrawn ($7,200): $100,000 increased by 7.2% = $107,200;     
$107,200 - $7,200 = $100,000.                                                   

  (iii) Withdrawals in Excess of the Required Minimum Distribution Amounts
        ------------------------------------------------------------------

Assume the contract Owner withdraws $7,250 on September 1, 2016 and makes no    
other withdrawals before the second contract anniversary. Because the $7,250    
withdrawal exceeds the required minimum distribution amounts for 2016 and 2017, 
the annual increase rate will be equal to the EDB Annual Increase Rate (as      
shown in the EDB Rate Table). On September 1, 2016, the Annual Increase Amount  
is reduced by the value of the Annual Increase Amount immediately prior to the  
withdrawal ($100,000) multiplied by the percentage reduction in the Account     
Value attributed to the withdrawal (7.25%). Therefore, the new Annual Increase  
Amount is $92,750 ($100,000 x 7.25% = $7,250; $100,000 - $7,250 = $92,750).     
Assuming no other Purchase Payments or withdrawals are made before the second   
contract anniversary, the Annual Increase Amount on the second contract         
anniversary (September 1, 2017) will be $92,750 increased by the EDB Annual     
Increase Rate.                                                                  

(iv) No Withdrawals                                                   
--------------                                              

If the contract Owner fulfills the minimum distribution requirements by making  
withdrawals from other IRA accounts and does not make any withdrawals from this 
contract, the Annual Increase Amount on September 1, 2017 will be $107,200.     
This is calculated by increasing the Annual Increase Amount from September 1,   
2016 ($100,000) by the annual increase rate (7.2%) and subtracting the total    
amount withdrawn from the contract ($0).                                        

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STATEMENT OF ADDITIONAL INFORMATION 

INDIVIDUAL VARIABLE DEFERRED ANNUITY CONTRACT 

ISSUED BY 

METLIFE INVESTORS USA SEPARATE ACCOUNT A

AND 

METLIFE INSURANCE COMPANY USA 

SERIES VA 

(OFFERED ON AND AFTER OCTOBER 7, 2011)

THIS IS NOT A PROSPECTUS. THIS STATEMENT OF ADDITIONAL INFORMATION SHOULD BE    
READ IN CONJUNCTION WITH THE PROSPECTUS DATED NOVEMBER 17, 2014, AS REVISED AND 
REPRINTED __________, FOR THE INDIVIDUAL VARIABLE DEFERRED ANNUITY CONTRACT     
THAT IS DESCRIBED HEREIN.                                                       

THE PROSPECTUS CONCISELY SETS FORTH INFORMATION THAT A PROSPECTIVE INVESTOR     
OUGHT TO KNOW BEFORE INVESTING. FOR A COPY OF THE PROSPECTUS WRITE US AT: P.O.  
BOX 10366, DES MOINES, IOWA 50306-0366, OR CALL (800) 343-8496.                 

THIS STATEMENT OF ADDITIONAL INFORMATION IS DATED NOVEMBER 17, 2014, AS REVISED 
AND REPRINTED __________.                                                       

SAI-1114USAVA2                                                                  
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TABLE OF CONTENTS                          PAGE                                 

                                                                [Download Table]
                                               
COMPANY.................................     3 
INDEPENDENT REGISTERED PUBLIC ACCOUNTING       
FIRM....................................     3 
CUSTODIAN...............................     3 
DISTRIBUTION............................     3 
     Reduction or Elimination of the           
       Withdrawal Charge................     5 
CALCULATION OF PERFORMANCE INFORMATION..     5 
     Total Return.......................     5 
     Historical Unit Values.............     6 
     Reporting Agencies.................     6 
ANNUITY PROVISIONS......................     6 
     Variable Annuity...................     6 
     Fixed Annuity......................     8 
     Mortality and Expense Guarantee....     8 
     Legal or Regulatory Restrictions          
       on Transactions..................     8 
ADDITIONAL FEDERAL TAX CONSIDERATIONS...     8 
CONDENSED FINANCIAL INFORMATION.........    11 
FINANCIAL STATEMENTS....................    44 

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COMPANY                                                                         

Effective following the close of business on November 14, 2014, MetLife         
Investors USA Insurance Company, a wholly-owned subsidiary of MetLife Insurance 
Company of Connecticut, MetLife Investors Insurance Company and Exeter          
Reassurance Company, Ltd. were merged into MetLife Insurance Company of         
Connecticut, and MetLife Insurance Company of Connecticut was then renamed      
MetLife Insurance Company USA ("MetLife USA"). Simultaneously, MetLife USA      
changed its domicile from Connecticut to the state of Delaware. As a result of  
the merger, MetLife USA assumed legal ownership of all of the assets of these   
companies, including MetLife Investors USA Separate Account A and the assets    
held in the separate account. MetLife USA is now responsible for administering  
the contracts and paying any benefits due under the contracts.                  

MetLife USA is a stock life insurance company originally chartered in           
Connecticut in 1863 and currently subject to the laws of the State of Delaware. 
MetLife USA is licensed to conduct business in all states of the United States, 
except New York, and in the District of Columbia, Puerto Rico, Guam, the U.S.   
and British Virgin Islands and the Bahamas. MetLife USA is a wholly-owned       
subsidiary of MetLife, Inc., a publicly-traded company. MetLife, Inc., through  
its subsidiaries and affiliates, is a leading provider of insurance and         
financial services to individuals and institutional customers. MetLife USA's    
principal executive offices are located at 11225 North Community House Road,    
Charlotte, NC 28277.                                                            

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM                                   

The financial statements and financial highlights comprising each of the        
Sub-Accounts of MetLife Investors USA Separate Account A included in this       
Statement of Additional Information, have been audited by [to be updated by     
amendment], an independent registered public accounting firm, as stated in      
their report appearing herein. Such financial statements and financial          
highlights are included in reliance upon the report of such firm given upon     
their authority as experts in accounting and auditing.                          

The consolidated financial statements of MetLife Insurance Company USA and      
subsidiaries (the "Company"), included in this Statement of Additional          
Information, have been audited by [to be updated by amendment], an independent  
registered public accounting firm, as stated in their report appearing herein.  
Such financial statements and financial statement schedules are included in     
reliance upon the report of such firm given upon their authority as experts in  
accounting and auditing.                                                        

The principal address of [to be updated by amendment] is [to be updated by      
amendment].                                                                     

CUSTODIAN                                                                       

MetLife Insurance Company USA, 11225 North Community House Road, Charlotte, NC  
28277, is the custodian of the assets of the Separate Account. The custodian    
has custody of all cash of the Separate Account and handles the collection of   
proceeds of shares of the underlying funds bought and sold by the Separate      
Account.                                                                        

DISTRIBUTION                                                                    

Information about the distribution of the contracts is contained in the         
prospectus. (See "Other Information.") Additional information is provided       
below.                                                                          

The contracts are offered to the public on a continuous basis. We anticipate    
continuing to offer the contracts, but reserve the right to discontinue the     
offering.                                                                       

MetLife Investors Distribution Company ("Distributor") serves as principal      
underwriter for the contracts. Distributor is a Missouri corporation and its    
home office is located at 1095 Avenue of the Americas, New York, NY 10036. In   
December 2004, MetLife Investors Distribution Company, which was then a         
Delaware corporation, was merged into General American Distributors, Inc., and  
the name of the surviving corporation was changed to MetLife Investors          
Distribution Company. Distributor is an indirect, wholly-owned subsidiary of    
MetLife, Inc. Distributor is registered as a broker-dealer with the Securities  
and Exchange Commission under the Securities Exchange Act of 1934 and is a      
member of the Financial Industry Regulatory Authority ("FINRA"). Distributor    
has entered into selling agreements with other broker-dealers ("selling firms") 
and compensates them for their services.                                        

Distributor (including its predecessor) received sales compensation with        
respect to all contracts issued from the                                        

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Separate Account in the following amounts during the periods indicated:         

                                                                [Download Table]

                                           Aggregate Amount of 
                                           Commissions Retained
                  Aggregate Amount of      by Distributor After
                  Commissions Paid to      Payments to Selling 
Fiscal year           Distributor                 Firms        
-------------    ---------------------    ---------------------
                                                               
2013             $  456,083,088           $0                   
2012             $  689,121,186           $0                   
2011             $1,101,222,893           $0                   

Distributor passes through commissions to selling firms for their sales. In     
addition we pay compensation to Distributor to offset its expenses, including   
compensation costs, marketing and distribution expenses, advertising,           
wholesaling, printing, and other expenses of distributing the contracts.        

As noted in the prospectus, we and Distributor pay compensation to all selling  
firms in the form of commissions and certain types of non-cash compensation. We 
and Distributor may pay additional compensation to selected firms, including    
marketing allowances, introduction fees, persistency payments, preferred status 
fees and industry conference fees. The terms of any particular agreement        
governing compensation may vary among selling firms and the amounts may be      
significant. The amount of additional compensation (non-commission amounts)     
paid to selected selling firms during 2013 ranged from $370 to $19,654,296.*    
The amount of commissions paid to selected selling firms during 2013 ranged     
from $0 to $58,087,068. The amount of total compensation (includes              
non-commission as well as commission amounts) paid to selected selling firms    
during 2013 ranged from $1,696 to $77,741,364.*                                 

* For purposes of calculating this range, the additional compensation           
(non-commission) amounts received by a selling firm includes additional         
compensation received by the firm for the sale of insurance products issued by  
our affiliates First MetLife Investors Insurance Company, MetLife Investors     
Insurance Company, and MetLife Investors USA Insurance Company. (On November,   
14, 2014, following the close of business MetLife Investors Insurance Company   
and MetLife Investors USA Insurance Company merged into MetLife USA.)           

The following list sets forth the names of selling firms that received          
additional compensation in 2013 in connection with the sale of our variable     
annuity contracts, variable life policies and other insurance products          
(including the contracts offered by the prospectus). The selling firms are      
listed in alphabetical order.                                                   

Ameriprise Financial Services, Inc.                                             
BBVA Compass Investment Solutions, Inc.                                         
Capital Investments Group, Inc.                                                 
CCO Investment Services Corp.                                                   
Centaurus Financial, Inc.                                                       
Cetera Advisor Networks LLC                                                     
Cetera Financial Specialists LLC                                                
CFD Investment, Inc.                                                            
Citigroup Global Markets, Inc.                                                  
Commonwealth Financial Network                                                  
CUSO Financial Services, L.P.                                                   
Edward D. Jones & Co., L.P.                                                     
Essex National Securities, Inc.                                                 
Financial Network Investment Corporation                                        
First Allied Securities, Inc.                                                   
First Tennessee Brokerage, Inc.                                                 
Founders Financial Securities, LLC                                              
FSC Securities Corporation                                                      
H. D. Vest Investment Services, Inc.                                            
ING Financial Partners, Inc.                                                    
Investacorp, Inc.                                                               
Investment Centers of America, Inc.                                             
Investment Professionals, Inc.                                                  
J.J.B. Hilliard, W.L. Lyons, LLC                                                
Janney Montgomery Scott, LLC                                                    
Key Investment Services LLC                                                     
Lincoln Financial Advisors Corporation                                          
Lincoln Financial Securities Corporation                                        
Lincoln Investment Planning, Inc.                                               
LPL Financial LLC                                                               
M&T Securities, Inc.                                                            
Merrill Lynch, Inc.                                                             
Morgan Stanley Smith Barney, LLC                                                
Multi Financial Securities Corporation                                          
National Planning Corporation                                                   
NEXT Financial Group                                                            
NFP Securities, Inc.                                                            
PFS Investments Inc.                                                            
Pioneer Funds Distributor, Inc.                                                 
PNC Investments LLC                                                             
PrimeVest Financial Services, Inc.                                              
ProEquities, Inc.                                                               
Raymond James & Associates, Inc.                                                
Raymond James Financial Services, Inc.                                          
RBC Wealth Management                                                           
Royal Alliance Associates, Inc.                                                 

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SII Investments, Inc.                                                           
Sammons Securities Company, LLC                                                 
Santander Securities, LLC.                                                      
Securities America, Inc.                                                        
Sigma Financial Corporation                                                     
Signator Investors, Inc.                                                        
Stifel, Nicolaus & Company, Incorporated                                        
Transamerica Financial Advisors, Inc.                                           
Triad Advisors, Inc.                                                            
UBS Financial Services, Inc.                                                    
U.S. Bancorp Investments, Inc.                                                  
United Planners' Financial Services of America                                  
ValMark Securities, Inc.                                                        
Wall Street Financial Group, Inc.                                               
Wells Fargo Advisors Financial Network, LLC                                     
Wells Fargo Advisors, LLC                                                       
Woodbury Financial Services, Inc.                                               

There are other broker dealers who receive compensation for servicing our       
contracts, and the Account Value of the contracts or the amount of added        
Purchase Payments received may be included in determining their additional      
compensation, if any.                                                           

REDUCTION OR ELIMINATION OF THE WITHDRAWAL CHARGE                               

The amount of the withdrawal charge on the contracts may be reduced or          
eliminated when sales of the contracts are made to individuals or to a group of 
individuals in a manner that results in savings of sales expenses. The          
entitlement to reduction of the withdrawal charge will be determined by the     
Company after examination of all the relevant factors such as:                  

1.   The size and type of group to which sales are to be made will be           
    considered. Generally, the sales expenses for a larger group are less than
  for a smaller group because of the ability to implement large numbers of
contracts with fewer sales contacts.                                  

2.   The total amount of Purchase Payments to be received will be considered.   
Per contract sales expenses are likely to be less on larger Purchase  
Payments than on smaller ones.                                        

3.   Any prior or existing relationship with the Company will be considered.    
 Per contract sales expenses are likely to be less when there is a prior
existing relationship because of the likelihood of implementing the   
contract with fewer sales contacts.                                   

4.   There may be other circumstances, of which the Company is not presently    
aware, which could result in reduced sales expenses.                  

If, after consideration of the foregoing factors, the Company determines that   
there will be a reduction in sales expenses, the Company may provide for a      
reduction or elimination of the withdrawal charge.                              

The withdrawal charge may be eliminated when the contracts are issued to an     
officer, director or employee of the Company or any of its affiliates. In no    
event will any reduction or elimination of the withdrawal charge be permitted   
where the reduction or elimination will be unfairly discriminatory to any       
person. In lieu of a withdrawal charge waiver, we may provide an Account Value  
credit.                                                                         

CALCULATION OF PERFORMANCE INFORMATION                                          

TOTAL RETURN                                                                    

From time to time, the Company may advertise performance data. Such data will   
show the percentage change in the value of an Accumulation Unit based on the    
performance of an Investment Portfolio over a period of time, usually a         
calendar year, determined by dividing the increase (decrease) in value for that 
unit by the Accumulation Unit value at the beginning of the period.             

Any such advertisement will include total return figures for the time periods   
indicated in the advertisement. Such total return figures will reflect the      
deduction of the Separate Account product charges (including certain death      
benefit rider charges), the expenses for the underlying Investment Portfolio    
being advertised, and any applicable account fee, withdrawal charges, Enhanced  
Death Benefit rider charge, GMIB, GWB, or GLWB rider charge. For purposes of    
calculating performance information, the Enhanced Death Benefit, GLWB and GWB   
rider charges may be reflected as a percentage of Account Value or other        
theoretical benefit base. Premium taxes are not reflected. The deduction of such
charges would reduce any percentage increase or make greater any                
percentage decrease.                                                            

The hypothetical value of a contract purchased for the time periods described   
in the advertisement will be determined by using the actual Accumulation Unit   
values for an initial $1,000 Purchase Payment, and deducting any applicable     
account fee and any applicable sales charge to arrive at the ending             
hypothetical value. The average annual total return is then determined by       
computing the fixed interest rate that                                          

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a $1,000 Purchase Payment would have to earn annually, compounded annually, to  
grow to the hypothetical value at the end of the time periods described. The    
formula used in these calculations is:                                          

P (1 + T)n = ERV                                                            

Where:                                                                          

P = a hypothetical initial payment of $1,000                                

T = average annual total return                                             

n = number of years                                                         

ERV =  ending redeemable value at the end of the time periods used (or      
fractional portion thereof) of a hypothetical $1,000          
payment made at the beginning of the 1, 5 or 10 year          
periods used.                                                 

The Company may also advertise performance data which will be calculated in the 
same manner as described above but which will not reflect the deduction of a    
withdrawal charge, or applicable Enhanced Death Benefit, GMIB, GWB, or GLWB     
rider charge. Premium taxes are not reflected. The deduction of such charges    
would reduce any percentage increase or make greater any percentage decrease.   

Owners should note that the investment results of each Investment Portfolio     
will fluctuate over time, and any presentation of the Investment Portfolio's    
total return for any period should not be considered as a representation of     
what an investment may earn or what the total return may be in any future       
period.                                                                         

HISTORICAL UNIT VALUES                                                          

The Company may also show historical Accumulation Unit values in certain        
advertisements containing illustrations. These illustrations will be based on   
actual Accumulation Unit values.                                                

In addition, the Company may distribute sales literature which compares the     
percentage change in Accumulation Unit values for any of the against            
established market indices such as the Standard & Poor's 500 Composite Stock    
Price Index, the Dow Jones Industrial Average or other management investment    
companies which have investment objectives similar to the Investment Portfolio  
being compared. The Standard & Poor's 500 Composite Stock Price Index is an     
unmanaged, unweighted average of 500 stocks, the majority of which are listed   
on the New York Stock Exchange. The Dow Jones Industrial Average is an          
unmanaged, weighted average of thirty blue chip industrial corporations listed  
on the New York Stock Exchange. Both the Standard & Poor's 500 Composite Stock  
Price Index and the Dow Jones Industrial Average assume quarterly reinvestment  
of dividends.                                                                   

REPORTING AGENCIES                                                              

The Company may also distribute sales literature which compares the performance 
of the Accumulation Unit values of the Contracts with the unit values of        
variable annuities issued by other insurance companies. Such information will   
be derived from the Lipper Variable Insurance Products Performance Analysis     
Service, the VARDS Report or from Morningstar.                                  

The Lipper Variable Insurance Products Performance Analysis Service is          
published by Lipper Analytical Services, Inc., a publisher of statistical data  
which currently tracks the performance of thousands of investment companies.    
The rankings compiled by Lipper may or may not reflect the deduction of         
asset-based insurance charges. The Company's sales literature utilizing these   
rankings will indicate whether or not such charges have been deducted. Where    
the charges have not been deducted, the sales literature will indicate that if  
the charges had been deducted, the ranking might have been lower.               

The VARDS Report is a monthly variable annuity industry analysis compiled by    
Variable Annuity Research & Data Service. The VARDS rankings may or may not     
reflect the deduction of asset-based insurance charges. In addition, VARDS      
prepares risk adjusted rankings, which consider the effects of market risk on   
total return performance. This type of ranking may address the question as to   
which funds provide the highest total return with the least amount of risk.     
Other ranking services may be used as sources of performance comparison, such   
as CDA/Weisenberger.                                                            

Morningstar rates a variable annuity against its peers with similar investment  
objectives. Morningstar does not rate any variable annuity that has less than   
three years of performance data.                                                

ANNUITY PROVISIONS                                                              

VARIABLE ANNUITY                                                                

A variable annuity is an annuity with payments which: (1) are not predetermined 
as to dollar amount; and (2) will vary in amount in proportion to the amount    
that the net investment factor exceeds the assumed investment return selected.  

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The Adjusted Contract Value (the Account Value, less any applicable premium     
taxes, account fee, and any prorated rider charge) will be applied to the       
applicable Annuity Table to determine the first Annuity Payment. The Adjusted   
Contract Value is determined on the annuity calculation date, which is a        
Business Day no more than five (5) Business Days before the Annuity Date. The   
dollar amount of the first variable Annuity Payment is determined as follows:   
The first variable Annuity Payment will be based upon the Annuity Option        
elected, the Annuitant's age, the Annuitant's sex (where permitted by law), and 
the appropriate variable Annuity Option table. Your annuity rates will not be   
less than those guaranteed in your contract at the time of purchase for the     
assumed investment return and Annuity Option elected. If, as of the annuity     
calculation date, the then current variable Annuity Option rates applicable to  
this class of contracts provide a first Annuity Payment greater than that which 
is guaranteed under the same Annuity Option under this contract, the greater    
payment will be made.                                                           

The dollar amount of variable Annuity Payments after the first payment is       
determined as follows:                                                          

1.   the dollar amount of the first variable Annuity Payment is divided by the  
 value of an Annuity Unit for each applicable Investment Portfolio as of
    the annuity calculation date. This establishes the number of Annuity Units
   for each monthly payment. The number of Annuity Units for each applicable
  Investment Portfolio remains fixed during the annuity period, unless you
transfer values from the Investment Portfolio to another Investment   
Portfolio;                                                            

2.   the fixed number of Annuity Units per payment in each Investment Portfolio 
   is multiplied by the Annuity Unit value for that Investment Portfolio for
  the Business Day for which the Annuity Payment is being calculated. This
   result is the dollar amount of the payment for each applicable Investment
    Portfolio, less any account fee. The account fee will be deducted pro rata
out of each Annuity Payment.                                          

The total dollar amount of each variable Annuity Payment is the sum of all      
Investment Portfolio variable Annuity Payments.                                 

ANNUITY UNIT - The initial Annuity Unit value for each Investment Portfolio of  
the Separate Account was set by us.                                             

The subsequent Annuity Unit value for each Investment Portfolio is determined   
by multiplying the Annuity Unit value for the immediately preceding Business    
Day by the net investment factor for the Investment Portfolio for the current   
Business Day and multiplying the result by a factor for each day since the last 
Business Day which represents the daily equivalent of the AIR you elected.      

(1) the dollar amount of the first Annuity Payment is divided by the value of   
an Annuity Unit as of the Annuity Date. This establishes the number of Annuity  
Units for each monthly payment. The number of Annuity Units remains fixed       
during the Annuity Payment period.                                              

(2) the fixed number of Annuity Units is multiplied by the Annuity Unit value   
for the last valuation period of the month preceding the month for which the    
payment is due. This result is the dollar amount of the payment.                

NET INVESTMENT FACTOR - The net investment factor for each Investment Portfolio 
is determined by dividing A by B and multiplying by (1-C) where:                

A is (i)   the net asset value per share of the portfolio at the end of the     
current Business Day; plus                                

(ii)   any dividend or capital gains per share declared on behalf of    
   such portfolio that has an ex-dividend date as of the current
Business Day.                                             

B is       the net asset value per share of the portfolio for the immediately   
preceding Business Day.                                   

C is (i)   the Separate Account product charges and for each day since the last 
    Business Day. The daily charge is equal to the annual Separate
Account product charges divided by 365; plus              

(ii)   a charge factor, if any, for any taxes or any tax reserve we     
   have established as a result of the operation of the Separate
Account.                                                  

Transfers During the Annuity Phase:                                             

o   You may not make a transfer from the fixed Annuity Option to the variable   
Annuity Option;                                                         

o   Transfers among the subaccounts will be made by converting the number of    
Annuity Units being transferred to the number of Annuity Units of the   
  subaccount to which the transfer is made, so that the next Annuity Payment
if it were made at that time would be the same amount that it would have
been without the transfer. Thereafter, Annuity Payments will reflect    
changes in the value of the new Annuity Units; and                      

o   You may make a transfer from the variable Annuity Option to the fixed       
Annuity Option. The amount                                              

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  transferred from a subaccount of the Separate Account will be equal to the
  product of "(a)" multiplied by "(b)" multiplied by "(c)", where (a) is the
number of Annuity Units representing your interest in the subaccount per
  Annuity Payment; (b) is the Annuity Unit value for the subaccount; and (c)
  is the present value of $1.00 per payment period for the remaining annuity
benefit period based on the attained age of the Annuitant at the time of
transfer, calculated using the same actuarial basis as the variable     
 annuity rates applied on the Annuity Date for the Annuity Option elected.
 Amounts transferred to the fixed Annuity Option will be applied under the
  Annuity Option elected at the attained age of the Annuitant at the time of
the transfer using the fixed Annuity Option table. If at the time of    
transfer, the then current fixed Annuity Option rates applicable to this
 class of contracts provide a greater payment, the greater payment will be
  made. All amounts and Annuity Unit values will be determined as of the end
of the Business Day on which the Company receives a notice.             

FIXED ANNUITY                                                                   

A fixed annuity is a series of payments made during the Annuity Phase which are 
guaranteed as to dollar amount by the Company and do not vary with the          
investment experience of the Separate Account. The Adjusted Contract Value on   
the day immediately preceding the Annuity Date will be used to determine the    
fixed annuity monthly payment. The monthly Annuity Payment will be based upon   
the Annuity Option elected, the Annuitant's age, the Annuitant's sex (where     
permitted by law), and the appropriate Annuity Option table. Your annuity rates 
will not be less than those guaranteed in your contract at the time of          
purchase. If, as of the annuity calculation date, the then current Annuity      
Option rates applicable to this class of contracts provide an Annuity Payment   
greater than that which is guaranteed under the same Annuity Option under this  
contract, the greater payment will be made.                                     

MORTALITY AND EXPENSE GUARANTEE                                                 

The Company guarantees that the dollar amount of each Annuity Payment after the 
first Annuity Payment will not be affected by variations in mortality or        
expense experience.                                                             

LEGAL OR REGULATORY RESTRICTIONS ON TRANSACTIONS                                

If mandated under applicable law, the Company may be required to reject a       
Purchase Payment. The Company may also be required to block a contract Owner's  
account and thereby refuse to pay any request for transfers, withdrawals,       
surrenders, death benefits or continue making Annuity Payments until            
instructions are received from the appropriate regulator.                       

ADDITIONAL FEDERAL TAX CONSIDERATIONS                                           

NON-QUALIFIED CONTRACTS                                                         

DIVERSIFICATION. In order for your Non-Qualified Contract to be considered an   
annuity contract for federal income tax purposes, we must comply with certain   
diversification standards with respect to the investments underlying the        
contract. We believe that we satisfy and will continue to satisfy these         
diversification standards. Failure to meet these standards would result in      
immediate taxation to contract Owners of gains under their contracts.           
Inadvertent failure to meet these standards may be correctable.                 

CHANGES TO TAX RULES AND INTERPRETATIONS                                        

Changes to applicable tax rules and interpretations can adversely affect the    
tax treatment of your contract. These changes may take effect retroactively.    

We reserve the right to amend your contract where necessary to maintain its     
status as a variable annuity contract under federal tax law and to protect you  
and other contract Owners in the Investment Portfolios from adverse tax         
consequences.                                                                   

3.8% INVESTMENT TAX                                                             

The 3.8% investment tax applies to investment income earned in households       
making at least $250,000 ($200,000 single) and will result in the following top 
tax rates on investment income:                                                 

                                                                [Download Table]

   Capital Gains       Dividends        Other  
------------------    -----------    ----------
                                               
        23.8%         43.4%          43.4%     

The table above also incorporates the scheduled increase in the capital gains   
rate from 15% to 20%, and the scheduled increase in the dividends rate from 15% 
to 39.6%.                                                                       

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QUALIFIED CONTRACTS                                                             

Annuity contracts purchased through tax qualified plans are subject to          
limitations imposed by the Code and regulations as a condition of tax           
qualification. There are various types of tax qualified plans which have        
certain beneficial tax consequences for contract Owners and plan participants.  

TYPES OF QUALIFIED PLANS                                                        

The following list includes individual account-type plans which may hold an     
annuity contract as described in the Prospectus. Except for Traditional IRAs,   
they are established by an employer for participation of its employees.         

IRA                                                                             

Established by an individual, or employer as part of an employer plan.          

SIMPLE                                                                          

Established by a for-profit employer with fewer than 100 employees, based on    
IRA accounts for each participant.                                              

SEP                                                                             

Established by a for-profit employer, based on IRA accounts for each            
participant. Employer only contributions.                                       

401(K), 401(A)                                                                  

Established by for-profit employers, Section 501(c)(3) tax exempt and non-tax   
exempt entities, Indian Tribes.                                                 

403(B) TAX SHELTERED ANNUITY ("TSA")                                            

Established by Section 501(c)(3) tax exempt entities, public schools (K-12),    
public colleges, universities, churches, synagogues and mosques.                

457(B) GOVERNMENTAL SPONSOR                                                     

Established by state and local governments, public schools (K-12), public       
colleges and universities.                                                      

457(B) NON-GOVERNMENTAL SPONSOR                                                 

Established by a tax-exempt entity. Under a non-governmental plan, which must   
be a tax-exempt entity under Section 501(c) of the Code, all such investments   
of the plan are owned by and are subject to the claims of the general creditors 
of the sponsoring employer. In general, all amounts received under a            
non-governmental Section 457(b) plan are taxable and are subject to federal     
income tax withholding as wages.                                                

ADDITIONAL INFORMATION REGARDING 457(B) PLANS                                   

A 457(b) plan may provide a one-time election to make special one-time          
"catch-up" contributions in one or more of the participant's last three taxable 
years ending before the participant's normal retirement age under the plan.     
Participants in governmental 457(b) plans may not use both the age 50 or older  
catch-up and the special one-time catch-up contribution in the same taxable     
year. In general, contribution limits with respect to elective deferral and to  
age 50 plus catch-up contributions are not aggregated with contributions under  
the other types of qualified plans for the purposes of determining the          
limitations applicable to participants.                                         

403(A)                                                                          

If your benefit under the 403(b) plan is worth more than $5,000, the Code       
requires that your annuity protect your spouse if you die before you receive    
any payments under the annuity or if you die while payments are being made. You 
may waive these requirements with the written consent of your spouse. In        
general, designating a Beneficiary other than your spouse is considered a       
waiver and requires your spouse's written consent. Waiving these requirements   
may cause your monthly benefit to increase during your lifetime. Special rules  
apply to the withdrawal of excess contributions.                                

ROTH ACCOUNT                                                                    

Individual or employee plan contributions made to certain plans on an after-tax 
basis. An IRA may be established as a Roth IRA, and 401(k), 403(b) and 457(b)   
plans may provide for Roth accounts.                                            

ERISA                                                                           

If your plan is subject to ERISA and you are married, the income payments,      
withdrawal provisions, and methods of payment of the death benefit under your   
contract may be subject to your spouse's rights as described below.             

Generally, the spouse must give qualified consent whenever you elect to:        

(a)        choose income payments other than on a qualified joint and survivor  
     annuity basis ("QJSA") (one under which we make payments to you
         during your lifetime and then make payments reduced by no more than
          50% to your spouse for his or her remaining life, if any): or choose
    to waive the qualified pre-retirement survivor annuity benefit
("QPSA") (the benefit payable to the surviving spouse of a
          participant who dies with a vested interest in an accrued retirement
      benefit under the plan before payment of the benefit has begun);

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(b)        make certain withdrawals under plans for which a qualified consent   
is required;                                              

(c)        name someone other than the spouse as your Beneficiary; or           

(d)        use your accrued benefit as security for a loan exceeding $5,000.    

Generally, there is no limit to the number of your elections as long as a       
qualified consent is given each time. The consent to waive the QJSA must meet   
certain requirements, including that it be in writing, that it acknowledges the 
identity of the designated Beneficiary and the form of benefit selected, dated, 
signed by your spouse, witnessed by a notary public or plan representative, and 
that it be in a form satisfactory to us. The waiver of the QJSA generally must  
be executed during the 180 day period (90 days for certain loans) ending on the 
date on which income payments are to commence, or the withdrawal or the loan is 
to be made, as the case may be. If you die before benefits commence, your       
surviving spouse will be your Beneficiary unless he or she has given a          
qualified consent otherwise.                                                    

The qualified consent to waive the QPSA benefit and the Beneficiary designation 
must be made in writing that acknowledges the designated Beneficiary, dated,    
signed by your spouse, witnessed by a notary public or plan representative and  
in a form satisfactory to us. Generally, there is no limit to the number of     
Beneficiary designations as long as a qualified consent accompanies each        
designation. The waiver of and the qualified consent for the QPSA benefit       
generally may not be given until the plan year in which you attain age 35. The  
waiver period for the QPSA ends on the date of your death.                      

If the present value of your benefit is worth $5,000 or less, your plan         
generally may provide for distribution of your entire interest in a lump sum    
without spousal consent.                                                        

COMPARISON OF PLAN LIMITS FOR INDIVIDUAL CONTRIBUTIONS                          

(1)   IRA: elective contribution: $5,500; catch-up contribution: $1,000         

(2)   SIMPLE: elective contribution: $12,000; catch-up contribution: $2,500     

(3)   401(K): elective contribution: $17,500; catch-up contribution: $5,500     

(4)   SEP/401(A): (employer contributions only)                                 

(5)   403(B) (TSA): elective contribution: $17,500; catch-up contribution:      
$5,500                                                              

(6)   457(B): elective contribution: $17,500; catch-up contribution: $5,500     

Dollar limits are for 2014 and subject to cost-of-living adjustments in future  
years. Employer-sponsored individual account plans (other than 457(b) plans)    
may provide for additional employer contributions not to exceed the greater of  
$52,000 or 25% of an employee's compensation for 2014.                          

FEDERAL ESTATE TAXES                                                            

While no attempt is being made to discuss the federal estate tax implications   
of the contract, you should bear in mind that the value of an annuity contract  
owned by a decedent and payable to a Beneficiary by virtue of surviving the     
decedent is included in the decedent's gross estate. Depending on the terms of  
the annuity contract, the value of the annuity included in the gross estate may 
be the value of the lump sum payment payable to the designated Beneficiary or   
the actuarial value of the payments to be received by the Beneficiary. Consult  
an estate planning adviser for more information.                                

GENERATION-SKIPPING TRANSFER TAX                                                

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

ANNUITY PURCHASE PAYMENTS BY NONRESIDENT ALIENS AND FOREIGN CORPORATIONS        

The discussion above provides general information regarding U.S. federal income 
tax consequences to annuity purchasers that are U.S. citizens or residents.     
Purchasers that are not U.S. citizens or residents will generally be subject to 
U.S. federal withholding tax on taxable distributions from annuity contracts at 
a 30% rate, unless a lower treaty rate applies. In addition, purchasers may be  
subject to state and/or municipal taxes and taxes that may be imposed by the    
purchaser's country of citizenship or residence. Prospective purchasers are     
advised to consult with a qualified tax adviser regarding U.S., state and       
foreign taxation with respect to an annuity contract purchase.                  

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CONDENSED FINANCIAL INFORMATION                                                 

The following charts list the Condensed Financial Information (the accumulation 
unit value information for the accumulation units outstanding) for contracts    
issued as of December 31, 2013. See "Purchase - Accumulation Units" in the      
prospectus for information on how accumulation unit values are calculated. The  
charts present accumulation unit values based upon which riders you select. The 
charts are in addition to the charts in the prospectus.                         

                                                        [Enlarge/Download Table]

                        1.50% SEPARATE ACCOUNT PRODUCT CHARGES                        
                                                                        NUMBER OF     
                                   ACCUMULATION     ACCUMULATION       ACCUMULATION   
                                  UNIT VALUE AT    UNIT VALUE AT          UNITS       
                                   BEGINNING OF        END OF         OUTSTANDING AT  
                                      PERIOD           PERIOD         END OF PERIOD   
                                 ---------------  ---------------  -------------------
                                                                                      
MET INVESTORS SERIES TRUST                                                            
ALLIANCEBERNSTEIN GLOBAL DYNAMIC ALLOCATION SUB-ACCOUNT (CLASS B)                     
  10/07/2011    to  12/31/2011        9.426973         9.729483        2,452,142.2173 
  01/01/2012    to  12/31/2012        9.729483        10.550465        4,143,140.6040 
  01/01/2013    to  12/31/2013       10.550465        11.551854        4,696,321.6097 
============   ==== ==========       =========        =========        ============== 
AMERICAN FUNDS (Reg. TM) BALANCED ALLOCATION SUB-ACCOUNT (CLASS C)                    
  10/07/2011    to  12/31/2011        9.118812         9.510068        7,848,678.9738 
  01/01/2012    to  12/31/2012        9.510068        10.635126        7,869,259.0006 
  01/01/2013    to  12/31/2013       10.635126        12.418392        7,610,814.1950 
============   ==== ==========       =========        =========        ============== 
AMERICAN FUNDS (Reg. TM) GROWTH ALLOCATION SUB-ACCOUNT (CLASS C)                      
  10/07/2011    to  12/31/2011        8.359693         8.804928        4,765,404.4829 
  01/01/2012    to  12/31/2012        8.804928        10.074643        4,712,993.3911 
  01/01/2013    to  12/31/2013       10.074643        12.416587        4,728,836.3127 
============   ==== ==========       =========        =========        ============== 
AMERICAN FUNDS (Reg. TM) GROWTH SUB-ACCOUNT (CLASS C)                                 
  10/07/2011    to  12/31/2011        8.139451         8.627058        1,691,565.0984 
  01/01/2012    to  12/31/2012        8.627058         9.977656        1,423,737.5622 
  01/01/2013    to  12/31/2013        9.977656        12.756792        1,694,245.0337 
============   ==== ==========       =========        =========        ============== 
AMERICAN FUNDS (Reg. TM) MODERATE ALLOCATION SUB-ACCOUNT (CLASS C)                    
  10/07/2011    to  12/31/2011        9.633801         9.976909        5,160,993.1005 
  01/01/2012    to  12/31/2012        9.976909        10.892841        5,029,709.1826 
  01/01/2013    to  12/31/2013       10.892841        12.181525        4,680,572.8982 
============   ==== ==========       =========        =========        ============== 
AQR GLOBAL RISK BALANCED SUB-ACCOUNT (CLASS B)                                        
  10/07/2011    to  12/31/2011       10.197686        10.597807        2,676,047.6104 
  01/01/2012    to  12/31/2012       10.597807        11.541250        4,877,247.5486 
  01/01/2013    to  12/31/2013       11.541250        10.983847        4,931,878.5941 
============   ==== ==========       =========        =========        ============== 
BLACKROCK GLOBAL TACTICAL STRATEGIES SUB-ACCOUNT (CLASS B)                            
  10/07/2011    to  12/31/2011        9.268022         9.562084        5,031,920.3112 
  01/01/2012    to  12/31/2012        9.562084        10.279944        8,608,247.4439 
  01/01/2013    to  12/31/2013       10.279944        11.170834        9,566,370.7772 
============   ==== ==========       =========        =========        ============== 

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CONDENSED FINANCIAL INFORMATION (CONTINUED)                                     

                                                        [Enlarge/Download Table]

                                     1.50% SEPARATE ACCOUNT PRODUCT CHARGES                                     
                                                                                                  NUMBER OF     
                                                             ACCUMULATION     ACCUMULATION       ACCUMULATION   
                                                            UNIT VALUE AT    UNIT VALUE AT          UNITS       
                                                             BEGINNING OF        END OF         OUTSTANDING AT  
                                                                PERIOD           PERIOD         END OF PERIOD   
                                                           ---------------  ---------------  -------------------
                                                                                                                
BLACKROCK HIGH YIELD SUB-ACCOUNT (CLASS B)                                                                      
   10/07/2011                             to  12/31/2011       19.484877        20.637627          266,936.7725 
   01/01/2012                             to  12/31/2012       20.637627        23.691878          425,421.9648 
   01/01/2013                             to  12/31/2013       23.691878        25.517482          550,674.6322 
=============                            ==== ==========      ==========       ==========       =============== 
CLARION GLOBAL REAL ESTATE SUB-ACCOUNT (CLASS B)                                                                
   10/07/2011                             to  12/31/2011       12.353233        13.176814          397,161.2049 
   01/01/2012                             to  12/31/2012       13.176814        16.353057          396,461.5184 
   01/01/2013                             to  12/31/2013       16.353057        16.680772          475,407.9900 
=============                            ==== ==========      ==========       ==========       =============== 
CLEARBRIDGE AGGRESSIVE GROWTH SUB-ACCOUNT (CLASS B)                                                             
 (FORMERLY LEGG MASON CLEARBRIDGE AGGRESSIVE GROWTH SUB-ACCOUNT (CLASS B))                                      
   10/07/2011                             to  12/31/2011        7.030838         7.626325        2,140,375.6815 
   01/01/2012                             to  12/31/2012        7.626325         8.902546        1,982,488.0006 
   01/01/2013                             to  12/31/2013        8.902546        12.769341        1,906,017.3686 
=============                            ==== ==========      ==========       ==========       =============== 
CLEARBRIDGE AGGRESSIVE GROWTH PORTFOLIO II SUB-ACCOUNT (CLASS B)                                                
 (FORMERLY JANUS FORTY SUB-ACCOUNT (CLASS B))                                                                   
   10/07/2011                             to  12/31/2011      132.752579       137.602439            8,742.5243 
   01/01/2012                             to  12/31/2012      137.602439       166.062051           12,342.6378 
   01/01/2013                             to  12/31/2013      166.062051       210.680814           16,504.3448 
=============                            ==== ==========      ==========       ==========       =============== 
GOLDMAN SACHS MID CAP VALUE SUB-ACCOUNT (CLASS B)                                                               
   10/07/2011                             to  12/31/2011       13.039546        14.234488          384,796.8779 
   01/01/2012                             to  12/31/2012       14.234488        16.561905          331,719.5053 
   01/01/2013                             to  12/31/2013       16.561905        21.642446          348,674.3134 
=============                            ==== ==========      ==========       ==========       =============== 
HARRIS OAKMARK INTERNATIONAL SUB-ACCOUNT (CLASS B)                                                              
   10/07/2011                             to  12/31/2011       16.695165        16.723543          992,602.0566 
   01/01/2012                             to  12/31/2012       16.723543        21.292247          951,824.8678 
   01/01/2013                             to  12/31/2013       21.292247        27.370640        1,076,194.8016 
=============                            ==== ==========      ==========       ==========       =============== 
INVESCO BALANCED-RISK ALLOCATION SUB-ACCOUNT (CLASS B)                                                          
   04/30/2012                             to  12/31/2012        1.010696         1.047269       11,179,133.2077 
   01/01/2013                             to  12/31/2013        1.047269         1.050877       15,942,058.8987 
=============                            ==== ==========      ==========       ==========       =============== 
INVESCO COMSTOCK SUB-ACCOUNT (CLASS B)                                                                          
 (FORMERLY VAN KAMPEN COMSTOCK SUB-ACCOUNT (CLASS B))                                                           
   10/07/2011                             to  12/31/2011        9.159174         9.942277        3,869,390.2064 
   01/01/2012                             to  12/31/2012        9.942277        11.607402        3,894,963.3888 
   01/01/2013                             to  12/31/2013       11.607402        15.481667        4,014,908.3476 
=============                            ==== ==========      ==========       ==========       =============== 

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CONDENSED FINANCIAL INFORMATION (CONTINUED)                                     

                                                        [Enlarge/Download Table]

                                     1.50% SEPARATE ACCOUNT PRODUCT CHARGES                                     
                                                                                                  NUMBER OF     
                                                             ACCUMULATION     ACCUMULATION       ACCUMULATION   
                                                            UNIT VALUE AT    UNIT VALUE AT          UNITS       
                                                             BEGINNING OF        END OF         OUTSTANDING AT  
                                                                PERIOD           PERIOD         END OF PERIOD   
                                                           ---------------  ---------------  -------------------
                                                                                                                
INVESCO MID CAP VALUE SUB-ACCOUNT (CLASS B)                                                                     
 (FORMERLY LORD ABBETT MID CAP VALUE SUB-ACCOUNT (CLASS B)                                                      
   10/07/2011                             to  12/31/2011       21.552359        23.991042          123,548.8744 
   01/01/2012                             to  12/31/2012       23.991042        27.105328           98,523.2956 
   01/01/2013                             to  12/31/2013       27.105328        34.793920           98,606.7854 
=============                            ==== ==========       =========        =========       =============== 
INVESCO SMALL CAP GROWTH SUB-ACCOUNT (CLASS B)                                                                  
   10/07/2011                             to  12/31/2011       14.140287        15.379785        1,022,953.0961 
   01/01/2012                             to  12/31/2012       15.379785        17.911571        1,116,176.2466 
   01/01/2013                             to  12/31/2013       17.911571        24.734051        1,132,081.2091 
=============                            ==== ==========       =========        =========       =============== 
JPMORGAN CORE BOND SUB-ACCOUNT (CLASS B)                                                                        
   04/29/2013                             to  12/31/2013       11.176886        10.624777          638,353.9626 
=============                            ==== ==========       =========        =========       =============== 
JPMORGAN CORE BOND SUB-ACCOUNT (CLASS B)                                                                        
 (FORMERLY JPMORGAN CORE BOND SUB-ACCOUNT (CLASS C) AND BEFORE THAT AMERICAN FUNDS (Reg. TM) BOND               
 SUB-ACCOUNT (CLASS C))                                                                                         
   10/07/2011                             to  12/31/2011       10.623701        10.763731          650,574.6668 
   01/01/2012                             to  12/31/2012       10.763731        11.123879          626,913.3565 
   01/01/2013                             to  04/26/2013       11.123879        11.095140                0.0000 
=============                            ==== ==========       =========        =========       =============== 
JPMORGAN GLOBAL ACTIVE ALLOCATION SUB-ACCOUNT (CLASS B)                                                         
   04/30/2012                             to  12/31/2012        1.012751         1.049314        5,979,899.4609 
   01/01/2013                             to  12/31/2013        1.049314         1.147262       12,285,465.7740 
=============                            ==== ==========       =========        =========       =============== 
LOOMIS SAYLES GLOBAL MARKETS SUB-ACCOUNT (CLASS B)                                                              
   10/07/2011                             to  12/31/2011       11.940336        12.599813          417,320.8888 
   01/01/2012                             to  12/31/2012       12.599813        14.512719          384,412.7379 
   01/01/2013                             to  12/31/2013       14.512719        16.745433          377,474.5358 
=============                            ==== ==========       =========        =========       =============== 
LORD ABBETT BOND DEBENTURE SUB-ACCOUNT (CLASS B)                                                                
   10/07/2011                             to  12/31/2011       22.618757        23.939057          465,234.4326 
   01/01/2012                             to  12/31/2012       23.939057        26.633903          451,706.7473 
   01/01/2013                             to  12/31/2013       26.633903        28.330869          420,610.1704 
=============                            ==== ==========       =========        =========       =============== 
MET/EATON VANCE FLOATING RATE SUB-ACCOUNT (CLASS B)                                                             
   10/07/2011                             to  12/31/2011        9.991233        10.266097           94,478.1244 
   01/01/2012                             to  12/31/2012       10.266097        10.853788          139,113.1928 
   01/01/2013                             to  12/31/2013       10.853788        11.102365          193,833.3681 
=============                            ==== ==========       =========        =========       =============== 
MET/FRANKLIN LOW DURATION TOTAL RETURN SUB-ACCOUNT (CLASS B)                                                    
   10/07/2011                             to  12/31/2011        9.714680         9.760397           31,575.8370 
   01/01/2012                             to  12/31/2012        9.760397        10.037167          139,513.3781 
   01/01/2013                             to  12/31/2013       10.037167        10.002501          223,748.8814 
=============                            ==== ==========       =========        =========       =============== 

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CONDENSED FINANCIAL INFORMATION (CONTINUED)                                     

                                                        [Enlarge/Download Table]

                        1.50% SEPARATE ACCOUNT PRODUCT CHARGES                        
                                                                        NUMBER OF     
                                   ACCUMULATION     ACCUMULATION       ACCUMULATION   
                                  UNIT VALUE AT    UNIT VALUE AT          UNITS       
                                   BEGINNING OF        END OF         OUTSTANDING AT  
                                      PERIOD           PERIOD         END OF PERIOD   
                                 ---------------  ---------------  -------------------
                                                                                      
MET/TEMPLETON INTERNATIONAL BOND SUB-ACCOUNT (CLASS B)                                
  10/07/2011    to  12/31/2011       11.917646        11.959925          117,515.7498 
  01/01/2012    to  12/31/2012       11.959925        13.464188          118,897.8323 
  01/01/2013    to  12/31/2013       13.464188        13.401332          105,992.1039 
============   ==== ==========       =========        =========       =============== 
METLIFE BALANCED PLUS SUB-ACCOUNT (CLASS B)                                           
  10/07/2011    to  12/31/2011        9.188557         9.377131        5,413,659.1121 
  01/01/2012    to  12/31/2012        9.377131        10.447619        9,741,869.1952 
  01/01/2013    to  12/31/2013       10.447619        11.770200       11,539,883.2003 
============   ==== ==========       =========        =========       =============== 
METLIFE MULTI-INDEX TARGETED RISK SUB-ACCOUNT (CLASS B)                               
  11/12/2012    to  12/31/2012        0.987594         1.013542          147,465.6358 
  01/01/2013    to  12/31/2013        1.013542         1.127695        2,767,886.7539 
============   ==== ==========       =========        =========       =============== 
MFS (Reg. TM) EMERGING MARKETS EQUITY SUB-ACCOUNT (CLASS B)                           
  10/07/2011    to  12/31/2011        9.732283        10.023099        2,738,699.0357 
  01/01/2012    to  12/31/2012       10.023099        11.738767        3,276,569.2968 
  01/01/2013    to  12/31/2013       11.738767        10.987975        3,911,801.6936 
============   ==== ==========       =========        =========       =============== 
MFS (Reg. TM) RESEARCH INTERNATIONAL SUB-ACCOUNT (CLASS B)                            
  10/07/2011    to  12/31/2011       12.479704        12.663042        1,432,480.6677 
  01/01/2012    to  12/31/2012       12.663042        14.557637        1,455,475.4558 
  01/01/2013    to  12/31/2013       14.557637        17.102618        1,409,196.6028 
============   ==== ==========       =========        =========       =============== 
PIMCO INFLATION PROTECTED BOND SUB-ACCOUNT (CLASS B)                                  
  10/07/2011    to  12/31/2011       14.690104        14.968220        1,670,858.7386 
  01/01/2012    to  12/31/2012       14.968220        16.090627        1,683,055.4807 
  01/01/2013    to  12/31/2013       16.090627        14.380845        1,522,064.6068 
============   ==== ==========       =========        =========       =============== 
PIMCO TOTAL RETURN SUB-ACCOUNT (CLASS B)                                              
  10/07/2011    to  12/31/2011       16.163043        16.521798        3,497,551.3544 
  01/01/2012    to  12/31/2012       16.521798        17.783373        3,543,211.0029 
  01/01/2013    to  12/31/2013       17.783373        17.183060        3,301,338.7560 
============   ==== ==========       =========        =========       =============== 
PIONEER FUND SUB-ACCOUNT (CLASS B)                                                    
  10/07/2011    to  12/31/2011       16.061549        17.301901           35,569.8282 
  01/01/2012    to  12/31/2012       17.301901        18.811597           25,482.1602 
  01/01/2013    to  12/31/2013       18.811597        24.593916          115,487.0413 
============   ==== ==========       =========        =========       =============== 
PIONEER STRATEGIC INCOME SUB-ACCOUNT (CLASS E)                                        
  10/07/2011    to  12/31/2011       12.316754        12.622049          151,918.7390 
  01/01/2012    to  12/31/2012       12.622049        13.857398          185,697.7354 
  01/01/2013    to  12/31/2013       13.857398        13.843687          190,254.1599 
============   ==== ==========       =========        =========       =============== 

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CONDENSED FINANCIAL INFORMATION (CONTINUED)                                     

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                                    1.50% SEPARATE ACCOUNT PRODUCT CHARGES                                    
                                                                                                 NUMBER OF    
                                                             ACCUMULATION     ACCUMULATION      ACCUMULATION  
                                                            UNIT VALUE AT    UNIT VALUE AT         UNITS      
                                                             BEGINNING OF        END OF        OUTSTANDING AT 
                                                                PERIOD           PERIOD        END OF PERIOD  
                                                           ---------------  ---------------  -----------------
                                                                                                              
PYRAMIS (Reg. TM) GOVERNMENT INCOME SUB-ACCOUNT (CLASS B)                                                     
   10/07/2011                             to  12/31/2011       10.609175        10.748210        939,119.6411 
   01/01/2012                             to  12/31/2012       10.748210        10.920777      1,926,522.8965 
   01/01/2013                             to  12/31/2013       10.920777        10.271969      1,740,910.0574 
=============                            ==== ==========       =========        =========      ============== 
PYRAMIS (Reg. TM) MANAGED RISK SUB-ACCOUNT (CLASS B)                                                          
   04/29/2013                             to  12/31/2013       10.215816        10.745663         42,784.4198 
=============                            ==== ==========       =========        =========      ============== 
SCHRODERS GLOBAL MULTI-ASSET SUB-ACCOUNT (CLASS B)                                                            
   04/30/2012                             to  12/31/2012        1.010729         1.067415      3,415,814.9261 
   01/01/2013                             to  12/31/2013        1.067415         1.157842      6,080,219.0090 
=============                            ==== ==========       =========        =========      ============== 
SSGA GROWTH AND INCOME ETF SUB-ACCOUNT (CLASS B)                                                              
   10/07/2011                             to  12/31/2011       10.943893        11.570323      3,393,241.9882 
   01/01/2012                             to  12/31/2012       11.570323        12.861209      3,572,476.2807 
   01/01/2013                             to  12/31/2013       12.861209        14.308123      3,469,083.5182 
=============                            ==== ==========       =========        =========      ============== 
SSGA GROWTH ETF SUB-ACCOUNT (CLASS B)                                                                         
   10/07/2011                             to  12/31/2011       10.167441        10.800482      1,051,101.0110 
   01/01/2012                             to  12/31/2012       10.800482        12.238157      1,185,045.7070 
   01/01/2013                             to  12/31/2013       12.238157        14.234775      1,172,791.3656 
=============                            ==== ==========       =========        =========      ============== 
T. ROWE PRICE LARGE CAP VALUE SUB-ACCOUNT (CLASS B)                                                           
   10/07/2011                             to  12/31/2011       41.717776        46.004846        363,012.0915 
   01/01/2012                             to  12/31/2012       46.004846        53.463670        328,338.3094 
   01/01/2013                             to  12/31/2013       53.463670        70.456816        301,263.1875 
=============                            ==== ==========       =========        =========      ============== 
T. ROWE PRICE MID CAP GROWTH SUB-ACCOUNT (CLASS B)                                                            
   10/07/2011                             to  12/31/2011        9.390520        10.077199      1,457,156.4083 
   01/01/2012                             to  12/31/2012       10.077199        11.284630      1,326,286.8833 
   01/01/2013                             to  12/31/2013       11.284630        15.183024      1,251,965.6171 
=============                            ==== ==========       =========        =========      ============== 
THIRD AVENUE SMALL CAP VALUE SUB-ACCOUNT (CLASS B)                                                            
   10/07/2011                             to  12/31/2011       14.826879        15.792798        916,113.9580 
   01/01/2012                             to  12/31/2012       15.792798        18.354655        769,354.2937 
   01/01/2013                             to  12/31/2013       18.354655        23.948419        692,956.4398 
=============                            ==== ==========       =========        =========      ============== 
METROPOLITAN SERIES FUND                                                                                      
BAILLIE GIFFORD INTERNATIONAL STOCK SUB-ACCOUNT (CLASS B)                                                     
   04/29/2013                             to  12/31/2013       12.723832        13.953689        598,006.4459 
=============                            ==== ==========       =========        =========      ============== 
BAILLIE GIFFORD INTERNATIONAL STOCK SUB-ACCOUNT (CLASS B)                                                     
 (FORMERLY AMERICAN FUNDS (Reg. TM) INTERNATIONAL SUB-ACCOUNT (CLASS C))                                      
   10/07/2011                             to  12/31/2011        7.279858         7.555737        880,722.6892 
   01/01/2012                             to  12/31/2012        7.555737         8.740852        842,983.1870 
   01/01/2013                             to  04/26/2013        8.740852         9.062608              0.0000 
=============                            ==== ==========       =========        =========      ============== 

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CONDENSED FINANCIAL INFORMATION (CONTINUED)                                     

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                                    1.50% SEPARATE ACCOUNT PRODUCT CHARGES                                    
                                                                                                 NUMBER OF    
                                                             ACCUMULATION     ACCUMULATION      ACCUMULATION  
                                                            UNIT VALUE AT    UNIT VALUE AT         UNITS      
                                                             BEGINNING OF        END OF        OUTSTANDING AT 
                                                                PERIOD           PERIOD        END OF PERIOD  
                                                           ---------------  ---------------  -----------------
                                                                                                              
BARCLAYS AGGREGATE BOND INDEX SUB-ACCOUNT (CLASS G)                                                           
 (FORMERLY BARCLAYS CAPITAL AGGREGATE BOND INDEX SUB-ACCOUNT (CLASS G))                                       
   10/07/2011                             to  12/31/2011       16.025447        16.213088        182,174.6407 
   01/01/2012                             to  12/31/2012       16.213088        16.542675        207,424.4744 
   01/01/2013                             to  12/31/2013       16.542675        15.877502        253,644.6950 
=============                            ==== ==========       =========        =========      ============== 
BLACKROCK MONEY MARKET SUB-ACCOUNT (CLASS B)                                                                  
   10/07/2011                             to  12/31/2011       10.378453        10.342686      1,296,819.8048 
   01/01/2012                             to  12/31/2012       10.342686        10.187859        975,287.3787 
   01/01/2013                             to  12/31/2013       10.187859        10.036175      1,222,437.7857 
=============                            ==== ==========       =========        =========      ============== 
DAVIS VENTURE VALUE SUB-ACCOUNT (CLASS E)                                                                     
   10/07/2011                             to  12/31/2011       11.013985        12.049965      1,788,118.0130 
   01/01/2012                             to  12/31/2012       12.049965        13.377280      1,693,989.2407 
   01/01/2013                             to  12/31/2013       13.377280        17.596592      1,529,178.4311 
=============                            ==== ==========       =========        =========      ============== 
FRONTIER MID CAP GROWTH SUB-ACCOUNT (CLASS B)                                                                 
   04/29/2013                             to  12/31/2013       14.886776        17.734578        176,200.7611 
=============                            ==== ==========       =========        =========      ============== 
FRONTIER MID CAP GROWTH SUB-ACCOUNT (CLASS B)                                                                 
 (FORMERLY TURNER MID CAP GROWTH SUB-ACCOUNT (CLASS B))                                                       
   10/07/2011                             to  12/31/2011       12.722460        13.129568        259,815.5024 
   01/01/2012                             to  12/31/2012       13.129568        13.711608        218,963.2902 
   01/01/2013                             to  04/26/2013       13.711608        14.790750              0.0000 
=============                            ==== ==========       =========        =========      ============== 
JENNISON GROWTH SUB-ACCOUNT (CLASS B)                                                                         
   10/07/2011                             to  12/31/2011       11.593821        12.065387        919,636.0423 
   01/01/2012                             to  12/31/2012       12.065387        13.733793      1,922,764.7277 
   01/01/2013                             to  12/31/2013       13.733793        18.498998      1,760,857.6136 
=============                            ==== ==========       =========        =========      ============== 
JENNISON GROWTH SUB-ACCOUNT (CLASS B)                                                                         
 (FORMERLY JENNISON LARGE CAP EQUITY SUB-ACCOUNT (CLASS B) AND BEFORE THAT RAINIER LARGE CAP EQUITY           
 SUB-ACCOUNT (CLASS B))                                                                                       
   10/07/2011                             to  12/31/2011        7.080899         7.481251        180,010.2315 
   01/01/2012                             to  12/31/2012        7.481251         8.303209        127,624.1853 
   01/01/2013                             to  04/26/2013        8.303209         8.920338              0.0000 
=============                            ==== ==========       =========        =========      ============== 
MET/ARTISAN MID CAP VALUE SUB-ACCOUNT (CLASS B)                                                               
   10/07/2011                             to  12/31/2011       13.124678        14.441321        695,059.6423 
   01/01/2012                             to  12/31/2012       14.441321        15.872717        685,842.3308 
   01/01/2013                             to  12/31/2013       15.872717        21.345210        588,496.8510 
=============                            ==== ==========       =========        =========      ============== 
MET/DIMENSIONAL INTERNATIONAL SMALL COMPANY SUB-ACCOUNT (CLASS B)                                             
   10/07/2011                             to  12/31/2011       14.180190        14.195811         69,113.7160 
   01/01/2012                             to  12/31/2012       14.195811        16.487030         61,002.9790 
   01/01/2013                             to  12/31/2013       16.487030        20.724638         56,777.1355 
=============                            ==== ==========       =========        =========      ============== 

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CONDENSED FINANCIAL INFORMATION (CONTINUED)                                     

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                                   1.50% SEPARATE ACCOUNT PRODUCT CHARGES                                   
                                                                                                NUMBER OF   
                                                             ACCUMULATION     ACCUMULATION     ACCUMULATION 
                                                            UNIT VALUE AT    UNIT VALUE AT        UNITS     
                                                             BEGINNING OF        END OF       OUTSTANDING AT
                                                                PERIOD           PERIOD       END OF PERIOD 
                                                           ---------------  ---------------  ---------------
                                                                                                            
METLIFE MID CAP STOCK INDEX SUB-ACCOUNT (CLASS G)                                                           
   10/07/2011                             to  12/31/2011       14.874969        16.344455       76,896.2280 
   01/01/2012                             to  12/31/2012       16.344455        18.879777       77,606.2906 
   01/01/2013                             to  12/31/2013       18.879777        24.690411       80,902.0922 
=============                            ==== ==========       =========        =========      ============ 
METLIFE STOCK INDEX SUB-ACCOUNT (CLASS B)                                                                   
   10/07/2011                             to  12/31/2011       10.885462        11.853637      841,634.7216 
   01/01/2012                             to  12/31/2012       11.853637        13.477764      848,155.9945 
   01/01/2013                             to  12/31/2013       13.477764        17.485837      778,522.6656 
=============                            ==== ==========       =========        =========      ============ 
MFS (Reg. TM) VALUE SUB-ACCOUNT (CLASS B)                                                                   
   04/29/2013                             to  12/31/2013       18.619904        21.741561      376,839.8340 
=============                            ==== ==========       =========        =========      ============ 
MFS (Reg. TM) VALUE SUB-ACCOUNT (CLASS B)                                                                   
 (FORMERLY MET/FRANKLIN MUTUAL SHARES SUB-ACCOUNT (CLASS B))                                                
   10/07/2011                             to  12/31/2011        8.014066         8.694938      503,583.5196 
   01/01/2012                             to  12/31/2012        8.694938         9.756735      516,091.6081 
   01/01/2013                             to  04/26/2013        9.756735        10.684230            0.0000 
=============                            ==== ==========       =========        =========      ============ 
MSCI EAFE (Reg. TM) INDEX SUB-ACCOUNT (CLASS G)                                                             
 (FORMERLY MORGAN STANLEY EAFE (Reg. TM) SUB-ACCOUNT (CLASS G))                                             
   10/07/2011                             to  12/31/2011       10.629271        10.742849       96,629.2895 
   01/01/2012                             to  12/31/2012       10.742849        12.480517       91,676.0474 
   01/01/2013                             to  12/31/2013       12.480517        14.930364      119,567.9829 
=============                            ==== ==========       =========        =========      ============ 
NEUBERGER BERMAN GENESIS SUB-ACCOUNT (CLASS B)                                                              
   04/29/2013                             to  12/31/2013       16.341845        20.393533      242,456.7848 
=============                            ==== ==========       =========        =========      ============ 
NEUBERGER BERMAN GENESIS SUB-ACCOUNT (CLASS B)                                                              
 (FORMERLY MLA MID CAP SUB-ACCOUNT (CLASS B))                                                               
   10/07/2011                             to  12/31/2011       13.222318        14.436229      309,824.2060 
   01/01/2012                             to  12/31/2012       14.436229        14.971828      277,635.0208 
   01/01/2013                             to  04/26/2013       14.971828        16.228423            0.0000 
=============                            ==== ==========       =========        =========      ============ 
RUSSELL 2000 (Reg. TM) INDEX SUB-ACCOUNT (CLASS G)                                                          
   10/07/2011                             to  12/31/2011       14.498417        16.360040       88,231.4898 
   01/01/2012                             to  12/31/2012       16.360040        18.684873       98,407.3014 
   01/01/2013                             to  12/31/2013       18.684873        25.423644      125,185.5899 
=============                            ==== ==========       =========        =========      ============ 
T. ROWE PRICE LARGE CAP GROWTH SUB-ACCOUNT (CLASS B)                                                        
   04/29/2013                             to  12/31/2013       42.323640        53.405117      105,056.8554 
=============                            ==== ==========       =========        =========      ============ 

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CONDENSED FINANCIAL INFORMATION (CONTINUED)                                     

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                                     1.50% SEPARATE ACCOUNT PRODUCT CHARGES                                     
                                                                                                  NUMBER OF     
                                                             ACCUMULATION     ACCUMULATION       ACCUMULATION   
                                                            UNIT VALUE AT    UNIT VALUE AT          UNITS       
                                                             BEGINNING OF        END OF         OUTSTANDING AT  
                                                                PERIOD           PERIOD         END OF PERIOD   
                                                           ---------------  ---------------  -------------------
                                                                                                                
T. ROWE PRICE LARGE CAP GROWTH SUB-ACCOUNT (CLASS B)                                                            
 (FORMERLY RCM TECHNOLOGY SUB-ACCOUNT (CLASS B))                                                                
   10/07/2011                             to  12/31/2011        6.060490         6.096585          706,668.3394 
   01/01/2012                             to  12/31/2012        6.096585         6.733097          640,599.7806 
   01/01/2013                             to  04/26/2013        6.733097         7.038704                0.0000 
=============                            ==== ==========       =========        =========       =============== 
VAN ECK GLOBAL NATURAL RESOURCES SUB-ACCOUNT (CLASS B)                                                          
   10/07/2011                             to  12/31/2011       14.763354        15.410303          119,203.2980 
   01/01/2012                             to  12/31/2012       15.410303        15.571040          131,029.8800 
   01/01/2013                             to  12/31/2013       15.571040        16.988928          120,011.1225 
=============                            ==== ==========       =========        =========       =============== 
WESTERN ASSET MANAGEMENT U.S. GOVERNMENT SUB-ACCOUNT (CLASS B)                                                  
   10/07/2011                             to  12/31/2011       17.631665        17.731455        1,981,975.4953 
   01/01/2012                             to  12/31/2012       17.731455        17.998404        2,258,609.0782 
   01/01/2013                             to  12/31/2013       17.998404        17.569928        2,437,176.0147 
=============                            ==== ==========       =========        =========       =============== 
MET INVESTORS SERIES TRUST -  METLIFE ASSET ALLOCATION PROGRAM                                                  
METLIFE AGGRESSIVE STRATEGY SUB-ACCOUNT (CLASS B)                                                               
   10/07/2011                             to  12/31/2011       10.096797        10.705026        2,695,716.4640 
   01/01/2012                             to  12/31/2012       10.705026        12.310273        2,384,867.8748 
   01/01/2013                             to  12/31/2013       12.310273        15.705375        2,113,520.3964 
=============                            ==== ==========       =========        =========       =============== 
METLIFE BALANCED STRATEGY SUB-ACCOUNT (CLASS B)                                                                 
   10/07/2011                             to  12/31/2011       10.982691        11.481813       21,668,906.2686 
   01/01/2012                             to  12/31/2012       11.481813        12.885624       21,062,851.1846 
   01/01/2013                             to  12/31/2013       12.885624        15.158788       20,249,981.2782 
=============                            ==== ==========       =========        =========       =============== 
METLIFE DEFENSIVE STRATEGY SUB-ACCOUNT (CLASS B)                                                                
   10/07/2011                             to  12/31/2011       11.648065        12.044499        4,367,250.3225 
   01/01/2012                             to  12/31/2012       12.044499        13.158840        4,323,830.8705 
   01/01/2013                             to  12/31/2013       13.158840        14.139905        3,734,749.7108 
=============                            ==== ==========       =========        =========       =============== 
METLIFE GROWTH STRATEGY SUB-ACCOUNT (CLASS B)                                                                   
   10/07/2011                             to  12/31/2011       10.542396        11.120139       16,443,185.0257 
   01/01/2012                             to  12/31/2012       11.120139        12.675696       15,286,483.1960 
   01/01/2013                             to  12/31/2013       12.675696        15.722958       15,451,827.7814 
=============                            ==== ==========       =========        =========       =============== 
METLIFE GROWTH STRATEGY SUB-ACCOUNT (CLASS B)                                                                   
 (FORMERLY MET/FRANKLIN TEMPLETON FOUNDING STRATEGY SUB-ACCOUNT (CLASS B))                                      
   10/07/2011                             to  12/31/2011        8.750917         9.338777        1,479,393.2897 
   01/01/2012                             to  12/31/2012        9.338777        10.682288        1,430,316.9955 
   01/01/2013                             to  04/26/2013       10.682288        11.496400                0.0000 
=============                            ==== ==========       =========        =========       =============== 

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CONDENSED FINANCIAL INFORMATION (CONTINUED)                                     

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                        1.50% SEPARATE ACCOUNT PRODUCT CHARGES                        
                                                                        NUMBER OF     
                                   ACCUMULATION     ACCUMULATION       ACCUMULATION   
                                  UNIT VALUE AT    UNIT VALUE AT          UNITS       
                                   BEGINNING OF        END OF         OUTSTANDING AT  
                                      PERIOD           PERIOD         END OF PERIOD   
                                 ---------------  ---------------  -------------------
                                                                                      
METLIFE MODERATE STRATEGY SUB-ACCOUNT (CLASS B)                                       
  10/07/2011    to  12/31/2011       11.434715        11.883856        9,594,037.3558 
  01/01/2012    to  12/31/2012       11.883856        13.156910        9,398,381.7862 
  01/01/2013    to  12/31/2013       13.156910        14.804837        8,877,128.5651 
============   ==== ==========       =========        =========        ============== 

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CONDENSED FINANCIAL INFORMATION (CONTINUED)                                     

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                        1.55% SEPARATE ACCOUNT PRODUCT CHARGES                        
                                                                        NUMBER OF     
                                   ACCUMULATION     ACCUMULATION       ACCUMULATION   
                                  UNIT VALUE AT    UNIT VALUE AT          UNITS       
                                   BEGINNING OF        END OF         OUTSTANDING AT  
                                      PERIOD           PERIOD         END OF PERIOD   
                                 ---------------  ---------------  -------------------
                                                                                      
MET INVESTORS SERIES TRUST                                                            
ALLIANCEBERNSTEIN GLOBAL DYNAMIC ALLOCATION SUB-ACCOUNT (CLASS B)                     
  10/07/2011    to  12/31/2011        9.424881         9.726205           43,132.4995 
  01/01/2012    to  12/31/2012        9.726205        10.541615          421,720.6020 
  01/01/2013    to  12/31/2013       10.541615        11.536399          790,457.9118 
============   ==== ==========       =========        =========       =============== 
AMERICAN FUNDS (Reg. TM) BALANCED ALLOCATION SUB-ACCOUNT (CLASS C)                    
  10/07/2011    to  12/31/2011        9.103077         9.492567       18,939,432.7941 
  01/01/2012    to  12/31/2012        9.492567        10.610225       17,713,965.1303 
  01/01/2013    to  12/31/2013       10.610225        12.383129       16,998,445.1583 
============   ==== ==========       =========        =========       =============== 
AMERICAN FUNDS (Reg. TM) GROWTH ALLOCATION SUB-ACCOUNT (CLASS C)                      
  10/07/2011    to  12/31/2011        8.345264         8.788721       20,055,252.4567 
  01/01/2012    to  12/31/2012        8.788721        10.051050       18,537,361.0796 
  01/01/2013    to  12/31/2013       10.051050        12.381326       19,659,276.1916 
============   ==== ==========       =========        =========       =============== 
AMERICAN FUNDS (Reg. TM) GROWTH SUB-ACCOUNT (CLASS C)                                 
  10/07/2011    to  12/31/2011        8.125400         8.611175        4,553,063.5638 
  01/01/2012    to  12/31/2012        8.611175         9.954287        4,025,776.0416 
  01/01/2013    to  12/31/2013        9.954287        12.720561        3,563,939.7000 
============   ==== ==========       =========        =========       =============== 
AMERICAN FUNDS (Reg. TM) MODERATE ALLOCATION SUB-ACCOUNT (CLASS C)                    
  10/07/2011    to  12/31/2011        9.617181         9.958552       11,878,393.4079 
  01/01/2012    to  12/31/2012        9.958552        10.867339       11,133,095.2560 
  01/01/2013    to  12/31/2013       10.867339        12.146937       10,342,476.2445 
============   ==== ==========       =========        =========       =============== 
AQR GLOBAL RISK BALANCED SUB-ACCOUNT (CLASS B)                                        
  10/07/2011    to  12/31/2011       10.195285        10.594095           60,966.4460 
  01/01/2012    to  12/31/2012       10.594095        11.531416        3,328,913.1021 
  01/01/2013    to  12/31/2013       11.531416        10.969004        1,535,199.5514 
============   ==== ==========       =========        =========       =============== 
BLACKROCK GLOBAL TACTICAL STRATEGIES SUB-ACCOUNT (CLASS B)                            
  10/07/2011    to  12/31/2011        9.265965         9.558862          104,230.5270 
  01/01/2012    to  12/31/2012        9.558862        10.271320        1,158,782.9248 
  01/01/2013    to  12/31/2013       10.271320        11.155889        1,640,040.8512 
============   ==== ==========       =========        =========       =============== 
BLACKROCK HIGH YIELD SUB-ACCOUNT (CLASS B)                                            
  10/07/2011    to  12/31/2011       19.338314        20.480040          702,311.3140 
  01/01/2012    to  12/31/2012       20.480040        23.499166          758,346.7841 
  01/01/2013    to  12/31/2013       23.499166        25.297280          683,268.3950 
============   ==== ==========       =========        =========       =============== 
CLARION GLOBAL REAL ESTATE SUB-ACCOUNT (CLASS B)                                      
  10/07/2011    to  12/31/2011       12.307360        13.126372        1,145,657.2316 
  01/01/2012    to  12/31/2012       13.126372        16.282280        1,087,599.1684 
  01/01/2013    to  12/31/2013       16.282280        16.600277        1,014,883.6966 
============   ==== ==========       =========        =========       =============== 

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CONDENSED FINANCIAL INFORMATION (CONTINUED)                                     

                                                        [Enlarge/Download Table]

                                     1.55% SEPARATE ACCOUNT PRODUCT CHARGES                                     
                                                                                                  NUMBER OF     
                                                             ACCUMULATION     ACCUMULATION       ACCUMULATION   
                                                            UNIT VALUE AT    UNIT VALUE AT          UNITS       
                                                             BEGINNING OF        END OF         OUTSTANDING AT  
                                                                PERIOD           PERIOD         END OF PERIOD   
                                                           ---------------  ---------------  -------------------
                                                                                                                
CLEARBRIDGE AGGRESSIVE GROWTH SUB-ACCOUNT (CLASS B)                                                             
 (FORMERLY LEGG MASON CLEARBRIDGE AGGRESSIVE GROWTH SUB-ACCOUNT (CLASS B))                                      
   10/07/2011                             to  12/31/2011        6.979046         7.569276        3,858,357.0388 
   01/01/2012                             to  12/31/2012        7.569276         8.831514        3,333,755.7940 
   01/01/2013                             to  12/31/2013        8.831514        12.661135        3,654,077.3923 
=============                            ==== ==========      ==========       ==========       =============== 
CLEARBRIDGE AGGRESSIVE GROWTH PORTFOLIO II SUB-ACCOUNT (CLASS B)                                                
 (FORMERLY JANUS FORTY SUB-ACCOUNT (CLASS B))                                                                   
   10/07/2011                             to  12/31/2011      130.805580       135.568725           22,918.9362 
   01/01/2012                             to  12/31/2012      135.568725       163.525609           32,525.7191 
   01/01/2013                             to  12/31/2013      163.525609       207.359268           30,528.8053 
=============                            ==== ==========      ==========       ==========       =============== 
GOLDMAN SACHS MID CAP VALUE SUB-ACCOUNT (CLASS B)                                                               
   10/07/2011                             to  12/31/2011       12.991127        14.180003        1,281,158.7945 
   01/01/2012                             to  12/31/2012       14.180003        16.490228        1,108,682.7688 
   01/01/2013                             to  12/31/2013       16.490228        21.538023        1,009,420.6461 
=============                            ==== ==========      ==========       ==========       =============== 
HARRIS OAKMARK INTERNATIONAL SUB-ACCOUNT (CLASS B)                                                              
   10/07/2011                             to  12/31/2011       16.586010        16.612290        3,004,396.6055 
   01/01/2012                             to  12/31/2012       16.612290        21.139984        2,735,778.9557 
   01/01/2013                             to  12/31/2013       21.139984        27.161345        2,609,047.0505 
=============                            ==== ==========      ==========       ==========       =============== 
INVESCO BALANCED-RISK ALLOCATION SUB-ACCOUNT (CLASS B)                                                          
   04/30/2012                             to  12/31/2012        1.010688         1.046910       14,563,857.1072 
   01/01/2013                             to  12/31/2013        1.046910         1.049991       12,053,899.7181 
=============                            ==== ==========      ==========       ==========       =============== 
INVESCO COMSTOCK SUB-ACCOUNT (CLASS B)                                                                          
 (FORMERLY VAN KAMPEN COMSTOCK SUB-ACCOUNT (CLASS B))                                                           
   10/07/2011                             to  12/31/2011        9.125261         9.903871        1,319,908.6210 
   01/01/2012                             to  12/31/2012        9.903871        11.548197        1,284,047.1101 
   01/01/2013                             to  12/31/2013       11.548197        15.394522        1,442,374.7087 
=============                            ==== ==========      ==========       ==========       =============== 
INVESCO MID CAP VALUE SUB-ACCOUNT (CLASS B)                                                                     
 (FORMERLY LORD ABBETT MID CAP VALUE SUB-ACCOUNT (CLASS B)                                                      
   10/07/2011                             to  12/31/2011       21.709916        24.163650          329,157.3568 
   01/01/2012                             to  12/31/2012       24.163650        27.286633          310,804.6495 
   01/01/2013                             to  12/31/2013       27.286633        35.009166          276,602.4244 
=============                            ==== ==========      ==========       ==========       =============== 
INVESCO SMALL CAP GROWTH SUB-ACCOUNT (CLASS B)                                                                  
   10/07/2011                             to  12/31/2011       14.047807        15.277443        1,731,900.1818 
   01/01/2012                             to  12/31/2012       15.277443        17.783449        1,439,926.2948 
   01/01/2013                             to  12/31/2013       17.783449        24.544872        1,455,111.8044 
=============                            ==== ==========      ==========       ==========       =============== 
JPMORGAN CORE BOND SUB-ACCOUNT (CLASS B)                                                                        
   04/29/2013                             to  12/31/2013       11.148910        10.594613        1,752,647.4817 
=============                            ==== ==========      ==========       ==========       =============== 

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CONDENSED FINANCIAL INFORMATION (CONTINUED)                                     

                                                        [Enlarge/Download Table]

                        1.55% SEPARATE ACCOUNT PRODUCT CHARGES                          
                                                                        NUMBER OF       
                                   ACCUMULATION     ACCUMULATION       ACCUMULATION     
                                  UNIT VALUE AT    UNIT VALUE AT          UNITS         
                                   BEGINNING OF        END OF         OUTSTANDING AT    
                                      PERIOD           PERIOD         END OF PERIOD     
                                 ---------------  ---------------  -------------------  
                                                                                        
JPMORGAN CORE BOND SUB-ACCOUNT (CLASS B)                                                
 (FORMERLY JPMORGAN CORE BOND SUB-ACCOUNT (CLASS C) AND BEFORE THAT AMERICAN FUNDS (Reg.
TM) BOND                                                                                
 SUB-ACCOUNT (CLASS C))                                                                 
  10/07/2011    to  12/31/2011       10.605380        10.743934        1,863,328.0024   
  01/01/2012    to  12/31/2012       10.743934        11.097843        1,851,315.3487   
  01/01/2013    to  04/26/2013       11.097843        11.069111                0.0000   
============   ==== ==========       =========        =========        ==============   
JPMORGAN GLOBAL ACTIVE ALLOCATION SUB-ACCOUNT (CLASS B)                                 
  04/30/2012    to  12/31/2012        1.012743         1.048954        3,250,068.2606   
  01/01/2013    to  12/31/2013        1.048954         1.146295        6,735,981.2314   
============   ==== ==========       =========        =========        ==============   
LOOMIS SAYLES GLOBAL MARKETS SUB-ACCOUNT (CLASS B)                                      
  10/07/2011    to  12/31/2011       11.907873        12.564113        1,772,721.0512   
  01/01/2012    to  12/31/2012       12.564113        14.464335        1,475,633.6968   
  01/01/2013    to  12/31/2013       14.464335        16.681271        1,258,781.8123   
============   ==== ==========       =========        =========        ==============   
LORD ABBETT BOND DEBENTURE SUB-ACCOUNT (CLASS B)                                        
  10/07/2011    to  12/31/2011       22.452306        23.760160        1,574,102.8227   
  01/01/2012    to  12/31/2012       23.760160        26.421594        1,427,049.9618   
  01/01/2013    to  12/31/2013       26.421594        28.090996        1,269,998.6828   
============   ==== ==========       =========        =========        ==============   
MET/EATON VANCE FLOATING RATE SUB-ACCOUNT (CLASS B)                                     
  10/07/2011    to  12/31/2011        9.984027        10.257514          302,943.7364   
  01/01/2012    to  12/31/2012       10.257514        10.839267          293,130.8489   
  01/01/2013    to  12/31/2013       10.839267        11.081973          655,128.6678   
============   ==== ==========       =========        =========        ==============   
MET/FRANKLIN LOW DURATION TOTAL RETURN SUB-ACCOUNT (CLASS B)                            
  10/07/2011    to  12/31/2011        9.712511         9.757096          167,276.9743   
  01/01/2012    to  12/31/2012        9.757096        10.028733          240,896.1473   
  01/01/2013    to  12/31/2013       10.028733         9.989104          927,281.8908   
============   ==== ==========       =========        =========        ==============   
MET/TEMPLETON INTERNATIONAL BOND SUB-ACCOUNT (CLASS B)                                  
  10/07/2011    to  12/31/2011       11.903139        11.943992          176,097.5304   
  01/01/2012    to  12/31/2012       11.943992        13.439500          214,212.1441   
  01/01/2013    to  12/31/2013       13.439500        13.370076          149,349.9207   
============   ==== ==========       =========        =========        ==============   
METLIFE BALANCED PLUS SUB-ACCOUNT (CLASS B)                                             
  10/07/2011    to  12/31/2011        9.186517         9.373972          100,833.3240   
  01/01/2012    to  12/31/2012        9.373972        10.438856        1,267,656.4457   
  01/01/2013    to  12/31/2013       10.438856        11.754454        3,073,295.8243   
============   ==== ==========       =========        =========        ==============   
METLIFE MULTI-INDEX TARGETED RISK SUB-ACCOUNT (CLASS B)                                 
  11/12/2012    to  12/31/2012        0.987580         1.013460                0.0000   
  01/01/2013    to  12/31/2013        1.013460         1.127041        1,375,482.1319   
============   ==== ==========       =========        =========        ==============   

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CONDENSED FINANCIAL INFORMATION (CONTINUED)                                     

                                                        [Enlarge/Download Table]

                        1.55% SEPARATE ACCOUNT PRODUCT CHARGES                        
                                                                        NUMBER OF     
                                   ACCUMULATION     ACCUMULATION       ACCUMULATION   
                                  UNIT VALUE AT    UNIT VALUE AT          UNITS       
                                   BEGINNING OF        END OF         OUTSTANDING AT  
                                      PERIOD           PERIOD         END OF PERIOD   
                                 ---------------  ---------------  -------------------
                                                                                      
MFS (Reg. TM) EMERGING MARKETS EQUITY SUB-ACCOUNT (CLASS B)                           
  10/07/2011    to  12/31/2011        9.705809         9.994683        2,917,769.9222 
  01/01/2012    to  12/31/2012        9.994683        11.699610        2,690,866.0527 
  01/01/2013    to  12/31/2013       11.699610        10.945850        2,359,606.7075 
============   ==== ==========       =========        =========       =============== 
MFS (Reg. TM) RESEARCH INTERNATIONAL SUB-ACCOUNT (CLASS B)                            
  10/07/2011    to  12/31/2011       12.387811        12.568352        2,843,165.1151 
  01/01/2012    to  12/31/2012       12.568352        14.441527        2,543,075.4930 
  01/01/2013    to  12/31/2013       14.441527        16.957737        2,108,922.8920 
============   ==== ==========       =========        =========       =============== 
PIMCO INFLATION PROTECTED BOND SUB-ACCOUNT (CLASS B)                                  
  10/07/2011    to  12/31/2011       14.628259        14.903492        6,176,847.3321 
  01/01/2012    to  12/31/2012       14.903492        16.013001        6,108,543.0596 
  01/01/2013    to  12/31/2013       16.013001        14.304314        4,834,341.0934 
============   ==== ==========       =========        =========       =============== 
PIMCO TOTAL RETURN SUB-ACCOUNT (CLASS B)                                              
  10/07/2011    to  12/31/2011       16.044064        16.398294       10,269,267.4651 
  01/01/2012    to  12/31/2012       16.398294        17.641576        9,954,396.3965 
  01/01/2013    to  12/31/2013       17.641576        17.037533        8,015,008.4054 
============   ==== ==========       =========        =========       =============== 
PIONEER FUND SUB-ACCOUNT (CLASS B)                                                    
  10/07/2011    to  12/31/2011       15.920270        17.147741          159,919.7532 
  01/01/2012    to  12/31/2012       17.147741        18.634623           85,683.1579 
  01/01/2013    to  12/31/2013       18.634623        24.350383          142,380.3667 
============   ==== ==========       =========        =========       =============== 
PIONEER STRATEGIC INCOME SUB-ACCOUNT (CLASS E)                                        
  10/07/2011    to  12/31/2011       24.234129        24.831966          237,227.6191 
  01/01/2012    to  12/31/2012       24.831966        27.248639          229,211.6431 
  01/01/2013    to  12/31/2013       27.248639        27.208078          242,988.8406 
============   ==== ==========       =========        =========       =============== 
PYRAMIS (Reg. TM) GOVERNMENT INCOME SUB-ACCOUNT (CLASS B)                             
  10/07/2011    to  12/31/2011       10.606823        10.744592           43,205.3475 
  01/01/2012    to  12/31/2012       10.744592        10.911620          599,536.6604 
  01/01/2013    to  12/31/2013       10.911620        10.258227          429,590.6186 
============   ==== ==========       =========        =========       =============== 
PYRAMIS (Reg. TM) MANAGED RISK SUB-ACCOUNT (CLASS B)                                  
  04/29/2013    to  12/31/2013       10.215677        10.741899          136,388.8548 
============   ==== ==========       =========        =========       =============== 
SCHRODERS GLOBAL MULTI-ASSET SUB-ACCOUNT (CLASS B)                                    
  04/30/2012    to  12/31/2012        1.010721         1.067048        3,495,178.6593 
  01/01/2013    to  12/31/2013        1.067048         1.156866        7,358,765.0771 
============   ==== ==========       =========        =========       =============== 
SSGA GROWTH AND INCOME ETF SUB-ACCOUNT (CLASS B)                                      
  10/07/2011    to  12/31/2011       10.911006        11.534227        5,511,403.1094 
  01/01/2012    to  12/31/2012       11.534227        12.814650        6,685,508.8427 
  01/01/2013    to  12/31/2013       12.814650        14.249205        6,407,672.8808 
============   ==== ==========       =========        =========       =============== 

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CONDENSED FINANCIAL INFORMATION (CONTINUED)                                     

                                                        [Enlarge/Download Table]

                                     1.55% SEPARATE ACCOUNT PRODUCT CHARGES                                     
                                                                                                  NUMBER OF     
                                                             ACCUMULATION     ACCUMULATION       ACCUMULATION   
                                                            UNIT VALUE AT    UNIT VALUE AT          UNITS       
                                                             BEGINNING OF        END OF         OUTSTANDING AT  
                                                                PERIOD           PERIOD         END OF PERIOD   
                                                           ---------------  ---------------  -------------------
                                                                                                                
SSGA GROWTH ETF SUB-ACCOUNT (CLASS B)                                                                           
   10/07/2011                             to  12/31/2011       10.136883        10.766783        3,728,011.0258 
   01/01/2012                             to  12/31/2012       10.766783        12.193848        2,924,603.7015 
   01/01/2013                             to  12/31/2013       12.193848        14.176154        3,081,021.8228 
=============                            ==== ==========       =========        =========        ============== 
T. ROWE PRICE LARGE CAP VALUE SUB-ACCOUNT (CLASS B)                                                             
   10/07/2011                             to  12/31/2011       41.410550        45.660800        1,178,103.2189 
   01/01/2012                             to  12/31/2012       45.660800        53.037202        1,045,334.8104 
   01/01/2013                             to  12/31/2013       53.037202        69.859904          970,225.3755 
=============                            ==== ==========       =========        =========        ============== 
T. ROWE PRICE MID CAP GROWTH SUB-ACCOUNT (CLASS B)                                                              
   10/07/2011                             to  12/31/2011        9.321329        10.001799        4,776,287.4764 
   01/01/2012                             to  12/31/2012       10.001799        11.194572        4,165,659.3163 
   01/01/2013                             to  12/31/2013       11.194572        15.054336        3,832,624.0040 
=============                            ==== ==========       =========        =========        ============== 
THIRD AVENUE SMALL CAP VALUE SUB-ACCOUNT (CLASS B)                                                              
   10/07/2011                             to  12/31/2011       14.742278        15.700881        2,277,120.7635 
   01/01/2012                             to  12/31/2012       15.700881        18.238666        2,013,346.6867 
   01/01/2013                             to  12/31/2013       18.238666        23.785204        1,738,394.9998 
=============                            ==== ==========       =========        =========        ============== 
METROPOLITAN SERIES FUND                                                                                        
BAILLIE GIFFORD INTERNATIONAL STOCK SUB-ACCOUNT (CLASS B)                                                       
   04/29/2013                             to  12/31/2013        9.087292         9.962296        2,433,141.2056 
=============                            ==== ==========       =========        =========        ============== 
BAILLIE GIFFORD INTERNATIONAL STOCK SUB-ACCOUNT (CLASS B)                                                       
 (FORMERLY AMERICAN FUNDS (Reg. TM) INTERNATIONAL SUB-ACCOUNT (CLASS C))                                        
   10/07/2011                             to  12/31/2011        7.267291         7.541827        3,343,041.8793 
   01/01/2012                             to  12/31/2012        7.541827         8.720379        3,055,203.7740 
   01/01/2013                             to  04/26/2013        8.720379         9.039946                0.0000 
=============                            ==== ==========       =========        =========        ============== 
BARCLAYS AGGREGATE BOND INDEX SUB-ACCOUNT (CLASS G)                                                             
 (FORMERLY BARCLAYS CAPITAL AGGREGATE BOND INDEX SUB-ACCOUNT (CLASS G))                                         
   10/07/2011                             to  12/31/2011       15.922355        16.106936          330,135.2978 
   01/01/2012                             to  12/31/2012       16.106936        16.426112          506,658.8649 
   01/01/2013                             to  12/31/2013       16.426112        15.757749          406,689.5693 
=============                            ==== ==========       =========        =========        ============== 
BLACKROCK MONEY MARKET SUB-ACCOUNT (CLASS B)                                                                    
   10/07/2011                             to  12/31/2011       10.302045        10.265361        7,097,876.9729 
   01/01/2012                             to  12/31/2012       10.265361        10.106612        5,871,679.1407 
   01/01/2013                             to  12/31/2013       10.106612         9.951164        4,364,001.5137 
=============                            ==== ==========       =========        =========        ============== 
DAVIS VENTURE VALUE SUB-ACCOUNT (CLASS E)                                                                       
   10/07/2011                             to  12/31/2011       10.932883        11.959860        6,572,545.3989 
   01/01/2012                             to  12/31/2012       11.959860        13.270583        5,814,646.9113 
   01/01/2013                             to  12/31/2013       13.270583        17.447529        4,915,859.3224 
=============                            ==== ==========       =========        =========        ============== 

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CONDENSED FINANCIAL INFORMATION (CONTINUED)                                     

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                                    1.55% SEPARATE ACCOUNT PRODUCT CHARGES                                    
                                                                                                 NUMBER OF    
                                                             ACCUMULATION     ACCUMULATION      ACCUMULATION  
                                                            UNIT VALUE AT    UNIT VALUE AT         UNITS      
                                                             BEGINNING OF        END OF        OUTSTANDING AT 
                                                                PERIOD           PERIOD        END OF PERIOD  
                                                           ---------------  ---------------  -----------------
                                                                                                              
FRONTIER MID CAP GROWTH SUB-ACCOUNT (CLASS B)                                                                 
   04/29/2013                             to  12/31/2013       14.819915        17.648988        673,428.9365 
=============                            ==== ==========       =========        =========      ============== 
FRONTIER MID CAP GROWTH SUB-ACCOUNT (CLASS B)                                                                 
 (FORMERLY TURNER MID CAP GROWTH SUB-ACCOUNT (CLASS B))                                                       
   10/07/2011                             to  12/31/2011       12.675208        13.079300        968,297.8236 
   01/01/2012                             to  12/31/2012       13.079300        13.652250        788,014.9668 
   01/01/2013                             to  04/26/2013       13.652250        14.724380              0.0000 
=============                            ==== ==========       =========        =========      ============== 
JENNISON GROWTH SUB-ACCOUNT (CLASS B)                                                                         
   10/07/2011                             to  12/31/2011       11.527652        11.995148      2,490,262.0157 
   01/01/2012                             to  12/31/2012       11.995148        13.646987      4,239,620.0393 
   01/01/2013                             to  12/31/2013       13.646987        18.372896      4,110,048.9564 
=============                            ==== ==========       =========        =========      ============== 
JENNISON GROWTH SUB-ACCOUNT (CLASS B)                                                                         
 (FORMERLY JENNISON LARGE CAP EQUITY SUB-ACCOUNT (CLASS B) AND BEFORE THAT RAINIER LARGE CAP EQUITY           
 SUB-ACCOUNT (CLASS B))                                                                                       
   10/07/2011                             to  12/31/2011        7.066970         7.465675      1,091,307.5569 
   01/01/2012                             to  12/31/2012        7.465675         8.281762        916,328.9354 
   01/01/2013                             to  04/26/2013        8.281762         8.895884              0.0000 
=============                            ==== ==========       =========        =========      ============== 
MET/ARTISAN MID CAP VALUE SUB-ACCOUNT (CLASS B)                                                               
   10/07/2011                             to  12/31/2011       13.028036        14.333336      2,194,177.4142 
   01/01/2012                             to  12/31/2012       14.333336        15.746118      1,943,783.9006 
   01/01/2013                             to  12/31/2013       15.746118        21.164392      1,742,307.8178 
=============                            ==== ==========       =========        =========      ============== 
MET/DIMENSIONAL INTERNATIONAL SMALL COMPANY SUB-ACCOUNT (CLASS B)                                             
   10/07/2011                             to  12/31/2011       14.159394        14.173361        193,790.9965 
   01/01/2012                             to  12/31/2012       14.173361        16.452693        169,001.0248 
   01/01/2013                             to  12/31/2013       16.452693        20.671154        171,171.6185 
=============                            ==== ==========       =========        =========      ============== 
METLIFE MID CAP STOCK INDEX SUB-ACCOUNT (CLASS G)                                                             
   10/07/2011                             to  12/31/2011       14.791462        16.250831        182,796.8117 
   01/01/2012                             to  12/31/2012       16.250831        18.762206        186,575.3581 
   01/01/2013                             to  12/31/2013       18.762206        24.524407        274,266.5194 
=============                            ==== ==========       =========        =========      ============== 
METLIFE STOCK INDEX SUB-ACCOUNT (CLASS B)                                                                     
   10/07/2011                             to  12/31/2011       10.814270        11.774760      2,628,206.8847 
   01/01/2012                             to  12/31/2012       11.774760        13.381358      2,554,864.7061 
   01/01/2013                             to  12/31/2013       13.381358        17.352095      2,795,529.9011 
=============                            ==== ==========       =========        =========      ============== 
MFS (Reg. TM) VALUE SUB-ACCOUNT (CLASS B)                                                                     
   04/29/2013                             to  12/31/2013       18.482830        21.574246        790,374.0650 
=============                            ==== ==========       =========        =========      ============== 

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CONDENSED FINANCIAL INFORMATION (CONTINUED)                                     

                                                        [Enlarge/Download Table]

                                     1.55% SEPARATE ACCOUNT PRODUCT CHARGES                                     
                                                                                                  NUMBER OF     
                                                             ACCUMULATION     ACCUMULATION       ACCUMULATION   
                                                            UNIT VALUE AT    UNIT VALUE AT          UNITS       
                                                             BEGINNING OF        END OF         OUTSTANDING AT  
                                                                PERIOD           PERIOD         END OF PERIOD   
                                                           ---------------  ---------------  -------------------
                                                                                                                
MFS (Reg. TM) VALUE SUB-ACCOUNT (CLASS B)                                                                       
 (FORMERLY MET/FRANKLIN MUTUAL SHARES SUB-ACCOUNT (CLASS B))                                                    
   10/07/2011                             to  12/31/2011        8.000234         8.678933        1,002,375.4842 
   01/01/2012                             to  12/31/2012        8.678933         9.733885          972,873.2179 
   01/01/2013                             to  04/26/2013        9.733885        10.657517                0.0000 
=============                            ==== ==========       =========        =========        ============== 
MSCI EAFE (Reg. TM) INDEX SUB-ACCOUNT (CLASS G)                                                                 
 (FORMERLY MORGAN STANLEY EAFE (Reg. TM) SUB-ACCOUNT (CLASS G))                                                 
   10/07/2011                             to  12/31/2011       10.560859        10.672477          438,833.7224 
   01/01/2012                             to  12/31/2012       10.672477        12.392538          486,278.2653 
   01/01/2013                             to  12/31/2013       12.392538        14.817713          486,483.6324 
=============                            ==== ==========       =========        =========        ============== 
NEUBERGER BERMAN GENESIS SUB-ACCOUNT (CLASS B)                                                                  
   04/29/2013                             to  12/31/2013       16.222332        20.237582          830,571.2465 
=============                            ==== ==========       =========        =========        ============== 
NEUBERGER BERMAN GENESIS SUB-ACCOUNT (CLASS B)                                                                  
 (FORMERLY MLA MID CAP SUB-ACCOUNT (CLASS B))                                                                   
   10/07/2011                             to  12/31/2011       13.135865        14.340191        1,050,170.0841 
   01/01/2012                             to  12/31/2012       14.340191        14.864756          959,474.3514 
   01/01/2013                             to  04/26/2013       14.864756        16.109805                0.0000 
=============                            ==== ==========       =========        =========        ============== 
RUSSELL 2000 (Reg. TM) INDEX SUB-ACCOUNT (CLASS G)                                                              
   10/07/2011                             to  12/31/2011       14.405098        16.252871          259,261.2651 
   01/01/2012                             to  12/31/2012       16.252871        18.553158          338,197.5188 
   01/01/2013                             to  12/31/2013       18.553158        25.231826          440,150.8316 
=============                            ==== ==========       =========        =========        ============== 
T. ROWE PRICE LARGE CAP GROWTH SUB-ACCOUNT (CLASS B)                                                            
   04/29/2013                             to  12/31/2013        7.017279         8.851615        2,106,412.4376 
=============                            ==== ==========       =========        =========        ============== 
T. ROWE PRICE LARGE CAP GROWTH SUB-ACCOUNT (CLASS B)                                                            
 (FORMERLY RCM TECHNOLOGY SUB-ACCOUNT (CLASS B))                                                                
   10/07/2011                             to  12/31/2011        6.015804         6.050937        2,249,460.6052 
   01/01/2012                             to  12/31/2012        6.050937         6.679328        1,964,323.9677 
   01/01/2013                             to  04/26/2013        6.679328         6.981386                0.0000 
=============                            ==== ==========       =========        =========        ============== 
VAN ECK GLOBAL NATURAL RESOURCES SUB-ACCOUNT (CLASS B)                                                          
   10/07/2011                             to  12/31/2011       14.741695        15.385924          346,969.4851 
   01/01/2012                             to  12/31/2012       15.385924        15.538597          325,257.4792 
   01/01/2013                             to  12/31/2013       15.538597        16.945060          257,497.4255 
=============                            ==== ==========       =========        =========        ============== 
WESTERN ASSET MANAGEMENT U.S. GOVERNMENT SUB-ACCOUNT (CLASS B)                                                  
   10/07/2011                             to  12/31/2011       17.482939        17.579867          796,484.5447 
   01/01/2012                             to  12/31/2012       17.579867        17.835571          784,191.1095 
   01/01/2013                             to  12/31/2013       17.835571        17.402272          539,359.5411 
=============                            ==== ==========       =========        =========        ============== 

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CONDENSED FINANCIAL INFORMATION (CONTINUED)                                     

                                                        [Enlarge/Download Table]

                        1.55% SEPARATE ACCOUNT PRODUCT CHARGES                        
                                                                        NUMBER OF     
                                   ACCUMULATION     ACCUMULATION       ACCUMULATION   
                                  UNIT VALUE AT    UNIT VALUE AT          UNITS       
                                   BEGINNING OF        END OF         OUTSTANDING AT  
                                      PERIOD           PERIOD         END OF PERIOD   
                                 ---------------  ---------------  -------------------
                                                                                      
MET INVESTORS SERIES TRUST -  METLIFE ASSET ALLOCATION PROGRAM                        
METLIFE AGGRESSIVE STRATEGY SUB-ACCOUNT (CLASS B)                                     
  10/07/2011    to  12/31/2011       10.061875        10.666773        5,909,295.6074 
  01/01/2012    to  12/31/2012       10.666773        12.260127        5,511,570.6173 
  01/01/2013    to  12/31/2013       12.260127        15.633590        4,878,838.2125 
============   ==== ==========       =========        =========       =============== 
METLIFE BALANCED STRATEGY SUB-ACCOUNT (CLASS B)                                       
  10/07/2011    to  12/31/2011       10.944713        11.440794       79,593,449.0869 
  01/01/2012    to  12/31/2012       11.440794        12.833143       71,868,605.6881 
  01/01/2013    to  12/31/2013       12.833143        15.089511       66,219,671.8790 
============   ==== ==========       =========        =========       =============== 
METLIFE DEFENSIVE STRATEGY SUB-ACCOUNT (CLASS B)                                      
  10/07/2011    to  12/31/2011       11.607794        12.001477       25,838,266.4378 
  01/01/2012    to  12/31/2012       12.001477        13.105255       24,711,942.8510 
  01/01/2013    to  12/31/2013       13.105255        14.075290       19,316,577.1150 
============   ==== ==========       =========        =========       =============== 
METLIFE GROWTH STRATEGY SUB-ACCOUNT (CLASS B)                                         
  10/07/2011    to  12/31/2011       10.505935        11.080407       89,850,156.2156 
  01/01/2012    to  12/31/2012       11.080407        12.624065       81,172,600.2809 
  01/01/2013    to  12/31/2013       12.624065        15.651096       82,971,958.7285 
============   ==== ==========       =========        =========       =============== 
METLIFE GROWTH STRATEGY SUB-ACCOUNT (CLASS B)                                         
 (FORMERLY MET/FRANKLIN TEMPLETON FOUNDING STRATEGY SUB-ACCOUNT (CLASS B))            
  10/07/2011    to  12/31/2011        8.735816         9.321590        7,650,608.5457 
  01/01/2012    to  12/31/2012        9.321590        10.657275        6,899,015.5386 
  01/01/2013    to  04/26/2013       10.657275        11.467659                0.0000 
============   ==== ==========       =========        =========       =============== 
METLIFE MODERATE STRATEGY SUB-ACCOUNT (CLASS B)                                       
  10/07/2011    to  12/31/2011       11.395179        11.841405       32,472,315.2704 
  01/01/2012    to  12/31/2012       11.841405        13.103329       30,488,708.3202 
  01/01/2013    to  12/31/2013       13.103329        14.737182       28,491,573.2551 
============   ==== ==========       =========        =========       =============== 

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CONDENSED FINANCIAL INFORMATION (CONTINUED)                                     

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                      1.65% SEPARATE ACCOUNT PRODUCT CHARGES                      
                                                                      NUMBER OF   
                                   ACCUMULATION     ACCUMULATION     ACCUMULATION 
                                  UNIT VALUE AT    UNIT VALUE AT        UNITS     
                                   BEGINNING OF        END OF       OUTSTANDING AT
                                      PERIOD           PERIOD       END OF PERIOD 
                                 ---------------  ---------------  ---------------
                                                                                  
MET INVESTORS SERIES TRUST                                                        
ALLIANCEBERNSTEIN GLOBAL DYNAMIC ALLOCATION SUB-ACCOUNT (CLASS B)                 
  10/07/2011    to  12/31/2011        9.420695         9.719648        2,629.4962 
  01/01/2012    to  12/31/2012        9.719648        10.523925       36,480.5695 
  01/01/2013    to  12/31/2013       10.523925        11.505530       59,611.7985 
============   ==== ==========       =========        =========      ============ 
AMERICAN FUNDS (Reg. TM) BALANCED ALLOCATION SUB-ACCOUNT (CLASS C)                
  10/07/2011    to  12/31/2011        9.071666         9.457635      744,192.1050 
  01/01/2012    to  12/31/2012        9.457635        10.560561      645,345.0080 
  01/01/2013    to  12/31/2013       10.560561        12.312852      704,175.8959 
============   ==== ==========       =========        =========      ============ 
AMERICAN FUNDS (Reg. TM) GROWTH ALLOCATION SUB-ACCOUNT (CLASS C)                  
  10/07/2011    to  12/31/2011        8.316462         8.756372      741,697.2337 
  01/01/2012    to  12/31/2012        8.756372        10.003997      666,739.0191 
  01/01/2013    to  12/31/2013       10.003997        12.311051      718,445.5364 
============   ==== ==========       =========        =========      ============ 
AMERICAN FUNDS (Reg. TM) GROWTH SUB-ACCOUNT (CLASS C)                             
  10/07/2011    to  12/31/2011        8.097349         8.579473      331,197.0925 
  01/01/2012    to  12/31/2012        8.579473         9.907680      285,607.4500 
  01/01/2013    to  12/31/2013        9.907680        12.648353      351,593.2617 
============   ==== ==========       =========        =========      ============ 
AMERICAN FUNDS (Reg. TM) MODERATE ALLOCATION SUB-ACCOUNT (CLASS C)                
  10/07/2011    to  12/31/2011        9.584003         9.921913      347,660.6985 
  01/01/2012    to  12/31/2012        9.921913        10.816479      276,832.6916 
  01/01/2013    to  12/31/2013       10.816479        12.078006      237,897.0719 
============   ==== ==========       =========        =========      ============ 
AQR GLOBAL RISK BALANCED SUB-ACCOUNT (CLASS B)                                    
  10/07/2011    to  12/31/2011       10.190483        10.586670       23,725.1279 
  01/01/2012    to  12/31/2012       10.586670        11.511758      148,044.3975 
  01/01/2013    to  12/31/2013       11.511758        10.939356      172,057.5188 
============   ==== ==========       =========        =========      ============ 
BLACKROCK GLOBAL TACTICAL STRATEGIES SUB-ACCOUNT (CLASS B)                        
  10/07/2011    to  12/31/2011        9.261848         9.552417       28,981.2627 
  01/01/2012    to  12/31/2012        9.552417        10.254082       86,132.7598 
  01/01/2013    to  12/31/2013       10.254082        11.126036      156,845.4123 
============   ==== ==========       =========        =========      ============ 
BLACKROCK HIGH YIELD SUB-ACCOUNT (CLASS B)                                        
  10/07/2011    to  12/31/2011       19.048276        20.168240      415,202.8397 
  01/01/2012    to  12/31/2012       20.168240        23.118155      456,815.8134 
  01/01/2013    to  12/31/2013       23.118155        24.862243      207,043.2670 
============   ==== ==========       =========        =========      ============ 
CLARION GLOBAL REAL ESTATE SUB-ACCOUNT (CLASS B)                                  
  10/07/2011    to  12/31/2011       12.216088        13.026028      286,553.8295 
  01/01/2012    to  12/31/2012       13.026028        16.141583      260,417.7246 
  01/01/2013    to  12/31/2013       16.141583        16.440377      230,647.6558 
============   ==== ==========       =========        =========      ============ 

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CONDENSED FINANCIAL INFORMATION (CONTINUED)                                     

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                                    1.65% SEPARATE ACCOUNT PRODUCT CHARGES                                    
                                                                                                 NUMBER OF    
                                                             ACCUMULATION     ACCUMULATION      ACCUMULATION  
                                                            UNIT VALUE AT    UNIT VALUE AT         UNITS      
                                                             BEGINNING OF        END OF        OUTSTANDING AT 
                                                                PERIOD           PERIOD        END OF PERIOD  
                                                           ---------------  ---------------  -----------------
                                                                                                              
CLEARBRIDGE AGGRESSIVE GROWTH SUB-ACCOUNT (CLASS B)                                                           
 (FORMERLY LEGG MASON CLEARBRIDGE AGGRESSIVE GROWTH SUB-ACCOUNT (CLASS B))                                    
   10/07/2011                             to  12/31/2011        6.905733         7.488041        903,657.1993 
   01/01/2012                             to  12/31/2012        7.488041         8.727953        878,028.8676 
   01/01/2013                             to  12/31/2013        8.727953        12.500172        800,400.7298 
=============                            ==== ==========      ==========       ==========      ============== 
CLEARBRIDGE AGGRESSIVE GROWTH PORTFOLIO II SUB-ACCOUNT (CLASS B)                                              
 (FORMERLY JANUS FORTY SUB-ACCOUNT (CLASS B))                                                                 
   10/07/2011                             to  12/31/2011      126.994073       131.588146          1,286.2280 
   01/01/2012                             to  12/31/2012      131.588146       158.564774          2,270.2712 
   01/01/2013                             to  12/31/2013      158.564774       200.867763          3,134.8062 
=============                            ==== ==========      ==========       ==========      ============== 
GOLDMAN SACHS MID CAP VALUE SUB-ACCOUNT (CLASS B)                                                             
   10/07/2011                             to  12/31/2011       12.894793        14.071615        307,790.0938 
   01/01/2012                             to  12/31/2012       14.071615        16.347741        275,971.8020 
   01/01/2013                             to  12/31/2013       16.347741        21.330590        251,282.1436 
=============                            ==== ==========      ==========       ==========      ============== 
HARRIS OAKMARK INTERNATIONAL SUB-ACCOUNT (CLASS B)                                                            
   10/07/2011                             to  12/31/2011       16.420878        16.443106        865,308.3287 
   01/01/2012                             to  12/31/2012       16.443106        20.903672        764,599.8394 
   01/01/2013                             to  12/31/2013       20.903672        26.830898        712,651.1594 
=============                            ==== ==========      ==========       ==========      ============== 
INVESCO BALANCED-RISK ALLOCATION SUB-ACCOUNT (CLASS B)                                                        
   04/30/2012                             to  12/31/2012        1.010672         1.046190        940,102.9283 
   01/01/2013                             to  12/31/2013        1.046190         1.048221      1,241,039.9702 
=============                            ==== ==========      ==========       ==========      ============== 
INVESCO COMSTOCK SUB-ACCOUNT (CLASS B)                                                                        
 (FORMERLY VAN KAMPEN COMSTOCK SUB-ACCOUNT (CLASS B))                                                         
   10/07/2011                             to  12/31/2011        9.071039         9.843209      2,237,042.2688 
   01/01/2012                             to  12/31/2012        9.843209        11.474433      1,566,110.4428 
   01/01/2013                             to  12/31/2013       11.474433        15.281396      1,311,897.2265 
=============                            ==== ==========      ==========       ==========      ============== 
INVESCO MID CAP VALUE SUB-ACCOUNT (CLASS B)                                                                   
 (FORMERLY LORD ABBETT MID CAP VALUE SUB-ACCOUNT (CLASS B)                                                    
   10/07/2011                             to  12/31/2011       21.482680        23.905232         42,609.7239 
   01/01/2012                             to  12/31/2012       23.905232        26.967694         36,095.3195 
   01/01/2013                             to  12/31/2013       26.967694        34.565396         38,653.9325 
=============                            ==== ==========      ==========       ==========      ============== 
INVESCO SMALL CAP GROWTH SUB-ACCOUNT (CLASS B)                                                                
   10/07/2011                             to  12/31/2011       13.907986        15.121905        759,132.9446 
   01/01/2012                             to  12/31/2012       15.121905        17.584715        625,162.9404 
   01/01/2013                             to  12/31/2013       17.584715        24.246340        574,134.2207 
=============                            ==== ==========      ==========       ==========      ============== 
JPMORGAN CORE BOND SUB-ACCOUNT (CLASS B)                                                                      
   04/29/2013                             to  12/31/2013       11.093127        10.534498         68,500.3742 
=============                            ==== ==========      ==========       ==========      ============== 

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CONDENSED FINANCIAL INFORMATION (CONTINUED)                                     

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                       1.65% SEPARATE ACCOUNT PRODUCT CHARGES                       
                                                                       NUMBER OF    
                                   ACCUMULATION     ACCUMULATION      ACCUMULATION  
                                  UNIT VALUE AT    UNIT VALUE AT         UNITS      
                                   BEGINNING OF        END OF        OUTSTANDING AT 
                                      PERIOD           PERIOD        END OF PERIOD  
                                 ---------------  ---------------  -----------------
                                                                                    
JPMORGAN CORE BOND SUB-ACCOUNT (CLASS B)                                            
 (FORMERLY JPMORGAN CORE BOND SUB-ACCOUNT (CLASS C) AND BEFORE THAT AMERICAN FUNDS  
(Reg. TM) BOND                                                                      
 SUB-ACCOUNT (CLASS C))                                                             
  10/07/2011    to  12/31/2011       10.568807        10.704420        108,250.0578 
  01/01/2012    to  12/31/2012       10.704420        11.045917        142,415.8846 
  01/01/2013    to  04/26/2013       11.045917        11.017198              0.0000 
============   ==== ==========       =========        =========        ============ 
JPMORGAN GLOBAL ACTIVE ALLOCATION SUB-ACCOUNT (CLASS B)                             
  04/30/2012    to  12/31/2012        1.012726         1.048233        416,097.8705 
  01/01/2013    to  12/31/2013        1.048233         1.144363        920,968.5252 
============   ==== ==========       =========        =========        ============ 
LOOMIS SAYLES GLOBAL MARKETS SUB-ACCOUNT (CLASS B)                                  
  10/07/2011    to  12/31/2011       11.843186        12.492986        228,832.9319 
  01/01/2012    to  12/31/2012       12.492986        14.368003        237,826.3323 
  01/01/2013    to  12/31/2013       14.368003        16.553618        192,577.0310 
============   ==== ==========       =========        =========        ============ 
LORD ABBETT BOND DEBENTURE SUB-ACCOUNT (CLASS B)                                    
  10/07/2011    to  12/31/2011       22.216614        23.505333        703,675.9571 
  01/01/2012    to  12/31/2012       23.505333        26.111964        608,129.8877 
  01/01/2013    to  12/31/2013       26.111964        27.734056        714,797.8730 
============   ==== ==========       =========        =========        ============ 
MET/EATON VANCE FLOATING RATE SUB-ACCOUNT (CLASS B)                                 
  10/07/2011    to  12/31/2011        9.969621        10.240357         40,197.8861 
  01/01/2012    to  12/31/2012       10.240357        10.810264         48,305.6210 
  01/01/2013    to  12/31/2013       10.810264        11.041274        123,416.7389 
============   ==== ==========       =========        =========        ============ 
MET/FRANKLIN LOW DURATION TOTAL RETURN SUB-ACCOUNT (CLASS B)                        
  10/07/2011    to  12/31/2011        9.708172         9.750493         63,845.2409 
  01/01/2012    to  12/31/2012        9.750493        10.011875         42,530.9083 
  01/01/2013    to  12/31/2013       10.011875         9.962344        128,771.8690 
============   ==== ==========       =========        =========        ============ 
MET/TEMPLETON INTERNATIONAL BOND SUB-ACCOUNT (CLASS B)                              
  10/07/2011    to  12/31/2011       11.874156        11.912168            933.4894 
  01/01/2012    to  12/31/2012       11.912168        13.390224            928.7887 
  01/01/2013    to  12/31/2013       13.390224        13.307738            924.8209 
============   ==== ==========       =========        =========        ============ 
METLIFE BALANCED PLUS SUB-ACCOUNT (CLASS B)                                         
  10/07/2011    to  12/31/2011        9.182436         9.367651         16,351.6918 
  01/01/2012    to  12/31/2012        9.367651        10.421339         48,271.6300 
  01/01/2013    to  12/31/2013       10.421339        11.723002        514,490.4357 
============   ==== ==========       =========        =========        ============ 
METLIFE MULTI-INDEX TARGETED RISK SUB-ACCOUNT (CLASS B)                             
  11/12/2012    to  12/31/2012        0.987553         1.013297              0.0000 
  01/01/2013    to  12/31/2013        1.013297         1.125733        150,160.4206 
============   ==== ==========       =========        =========        ============ 

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CONDENSED FINANCIAL INFORMATION (CONTINUED)                                     

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                       1.65% SEPARATE ACCOUNT PRODUCT CHARGES                       
                                                                       NUMBER OF    
                                   ACCUMULATION     ACCUMULATION      ACCUMULATION  
                                  UNIT VALUE AT    UNIT VALUE AT         UNITS      
                                   BEGINNING OF        END OF        OUTSTANDING AT 
                                      PERIOD           PERIOD        END OF PERIOD  
                                 ---------------  ---------------  -----------------
                                                                                    
MFS (Reg. TM) EMERGING MARKETS EQUITY SUB-ACCOUNT (CLASS B)                         
  10/07/2011    to  12/31/2011        9.653053         9.938069        345,541.3417 
  01/01/2012    to  12/31/2012        9.938069        11.621652        329,593.0562 
  01/01/2013    to  12/31/2013       11.621652        10.862041        293,483.9503 
============   ==== ==========       =========        =========      ============== 
MFS (Reg. TM) RESEARCH INTERNATIONAL SUB-ACCOUNT (CLASS B)                          
  10/07/2011    to  12/31/2011       12.257726        12.433506      1,350,812.8440 
  01/01/2012    to  12/31/2012       12.433506        14.272233      1,133,228.4509 
  01/01/2013    to  12/31/2013       14.272233        16.742202      1,061,602.9599 
============   ==== ==========       =========        =========      ============== 
PIMCO INFLATION PROTECTED BOND SUB-ACCOUNT (CLASS B)                                
  10/07/2011    to  12/31/2011       14.505297        14.774818      1,116,852.2692 
  01/01/2012    to  12/31/2012       14.774818        15.858800      1,006,520.9270 
  01/01/2013    to  12/31/2013       15.858800        14.152398        865,905.2721 
============   ==== ==========       =========        =========      ============== 
PIMCO TOTAL RETURN SUB-ACCOUNT (CLASS B)                                            
  10/07/2011    to  12/31/2011       15.875661        16.222440      2,022,561.7373 
  01/01/2012    to  12/31/2012       16.222440        17.434855      1,851,571.8215 
  01/01/2013    to  12/31/2013       17.434855        16.821055      1,530,010.5386 
============   ==== ==========       =========        =========      ============== 
PIONEER FUND SUB-ACCOUNT (CLASS B)                                                  
  10/07/2011    to  12/31/2011       15.641228        16.843308         15,740.1313 
  01/01/2012    to  12/31/2012       16.843308        18.285402         15,193.0138 
  01/01/2013    to  12/31/2013       18.285402        23.870178         13,574.9735 
============   ==== ==========       =========        =========      ============== 
PIONEER STRATEGIC INCOME SUB-ACCOUNT (CLASS E)                                      
  10/07/2011    to  12/31/2011       12.257000        12.556481         71,129.6431 
  01/01/2012    to  12/31/2012       12.556481        13.764649         96,105.8755 
  01/01/2013    to  12/31/2013       13.764649        13.730420        106,240.4896 
============   ==== ==========       =========        =========      ============== 
PYRAMIS (Reg. TM) GOVERNMENT INCOME SUB-ACCOUNT (CLASS B)                           
  10/07/2011    to  12/31/2011       10.602119        10.737356              0.0000 
  01/01/2012    to  12/31/2012       10.737356        10.893314          5,402.4113 
  01/01/2013    to  12/31/2013       10.893314        10.230778          1,883.3755 
============   ==== ==========       =========        =========      ============== 
PYRAMIS (Reg. TM) MANAGED RISK SUB-ACCOUNT (CLASS B)                                
  04/29/2013    to  12/31/2013       10.215398        10.734370         10,394.4291 
============   ==== ==========       =========        =========      ============== 
SCHRODERS GLOBAL MULTI-ASSET SUB-ACCOUNT (CLASS B)                                  
  04/30/2012    to  12/31/2012        1.010704         1.066315        308,577.9783 
  01/01/2013    to  12/31/2013        1.066315         1.154916        654,619.6153 
============   ==== ==========       =========        =========      ============== 
SSGA GROWTH AND INCOME ETF SUB-ACCOUNT (CLASS B)                                    
  10/07/2011    to  12/31/2011       10.845480        11.462321        263,213.3102 
  01/01/2012    to  12/31/2012       11.462321        12.721967        273,243.8617 
  01/01/2013    to  12/31/2013       12.721967        14.132010        257,319.3886 
============   ==== ==========       =========        =========      ============== 

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CONDENSED FINANCIAL INFORMATION (CONTINUED)                                     

                                                        [Enlarge/Download Table]

                                    1.65% SEPARATE ACCOUNT PRODUCT CHARGES                                    
                                                                                                 NUMBER OF    
                                                             ACCUMULATION     ACCUMULATION      ACCUMULATION  
                                                            UNIT VALUE AT    UNIT VALUE AT         UNITS      
                                                             BEGINNING OF        END OF        OUTSTANDING AT 
                                                                PERIOD           PERIOD        END OF PERIOD  
                                                           ---------------  ---------------  -----------------
                                                                                                              
SSGA GROWTH ETF SUB-ACCOUNT (CLASS B)                                                                         
   10/07/2011                             to  12/31/2011       10.075998        10.699652        200,266.7385 
   01/01/2012                             to  12/31/2012       10.699652        12.105646        177,353.2161 
   01/01/2013                             to  12/31/2013       12.105646        14.059551        155,485.4216 
=============                            ==== ==========       =========        =========      ============== 
T. ROWE PRICE LARGE CAP VALUE SUB-ACCOUNT (CLASS B)                                                           
   10/07/2011                             to  12/31/2011       40.975615        45.170832        591,080.3368 
   01/01/2012                             to  12/31/2012       45.170832        52.415371        505,469.5115 
   01/01/2013                             to  12/31/2013       52.415371        68.971868        452,145.4821 
=============                            ==== ==========       =========        =========      ============== 
T. ROWE PRICE MID CAP GROWTH SUB-ACCOUNT (CLASS B)                                                            
   10/07/2011                             to  12/31/2011        9.223443         9.894490      1,293,355.5227 
   01/01/2012                             to  12/31/2012        9.894490        11.063337      1,134,975.7750 
   01/01/2013                             to  12/31/2013       11.063337        14.862995      1,028,322.2309 
=============                            ==== ==========       =========        =========      ============== 
THIRD AVENUE SMALL CAP VALUE SUB-ACCOUNT (CLASS B)                                                            
   10/07/2011                             to  12/31/2011       14.603732        15.549747      1,244,250.2621 
   01/01/2012                             to  12/31/2012       15.549747        18.044960      1,010,699.8369 
   01/01/2013                             to  12/31/2013       18.044960        23.509085        883,845.7660 
=============                            ==== ==========       =========        =========      ============== 
METROPOLITAN SERIES FUND                                                                                      
BAILLIE GIFFORD INTERNATIONAL STOCK SUB-ACCOUNT (CLASS B)                                                     
   04/29/2013                             to  12/31/2013       13.796888        15.115190        163,425.3883 
=============                            ==== ==========       =========        =========      ============== 
BAILLIE GIFFORD INTERNATIONAL STOCK SUB-ACCOUNT (CLASS B)                                                     
 (FORMERLY AMERICAN FUNDS (Reg. TM) INTERNATIONAL SUB-ACCOUNT (CLASS C))                                      
   10/07/2011                             to  12/31/2011        7.242205         7.514062        136,075.5836 
   01/01/2012                             to  12/31/2012        7.514062         8.679548        127,225.9280 
   01/01/2013                             to  04/26/2013        8.679548         8.994758              0.0000 
=============                            ==== ==========       =========        =========      ============== 
BARCLAYS AGGREGATE BOND INDEX SUB-ACCOUNT (CLASS G)                                                           
 (FORMERLY BARCLAYS CAPITAL AGGREGATE BOND INDEX SUB-ACCOUNT (CLASS G))                                       
   10/07/2011                             to  12/31/2011       15.718005        15.896561         39,673.0290 
   01/01/2012                             to  12/31/2012       15.896561        16.195277         36,825.3083 
   01/01/2013                             to  12/31/2013       16.195277        15.520773         24,784.1741 
=============                            ==== ==========       =========        =========      ============== 
BLACKROCK MONEY MARKET SUB-ACCOUNT (CLASS B)                                                                  
   10/07/2011                             to  12/31/2011       10.193910        10.155273      1,263,372.1225 
   01/01/2012                             to  12/31/2012       10.155273         9.988177      1,079,350.6332 
   01/01/2013                             to  12/31/2013        9.988177         9.824719        942,478.9489 
=============                            ==== ==========       =========        =========      ============== 
DAVIS VENTURE VALUE SUB-ACCOUNT (CLASS E)                                                                     
   10/07/2011                             to  12/31/2011       10.818062        11.831530      2,063,281.4749 
   01/01/2012                             to  12/31/2012       11.831530        13.115000      1,797,494.5240 
   01/01/2013                             to  12/31/2013       13.115000        17.225755      1,590,446.0032 
=============                            ==== ==========       =========        =========      ============== 

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CONDENSED FINANCIAL INFORMATION (CONTINUED)                                     

                                                        [Enlarge/Download Table]

                                    1.65% SEPARATE ACCOUNT PRODUCT CHARGES                                    
                                                                                                 NUMBER OF    
                                                             ACCUMULATION     ACCUMULATION      ACCUMULATION  
                                                            UNIT VALUE AT    UNIT VALUE AT         UNITS      
                                                             BEGINNING OF        END OF        OUTSTANDING AT 
                                                                PERIOD           PERIOD        END OF PERIOD  
                                                           ---------------  ---------------  -----------------
                                                                                                              
FRONTIER MID CAP GROWTH SUB-ACCOUNT (CLASS B)                                                                 
   04/29/2013                             to  12/31/2013       14.687034        17.478966        144,370.8124 
=============                            ==== ==========       =========        =========      ============== 
FRONTIER MID CAP GROWTH SUB-ACCOUNT (CLASS B)                                                                 
 (FORMERLY TURNER MID CAP GROWTH SUB-ACCOUNT (CLASS B))                                                       
   10/07/2011                             to  12/31/2011       12.581193        12.979302        200,521.7353 
   01/01/2012                             to  12/31/2012       12.979302        13.534252        178,642.0896 
   01/01/2013                             to  04/26/2013       13.534252        14.592475              0.0000 
=============                            ==== ==========       =========        =========      ============== 
JENNISON GROWTH SUB-ACCOUNT (CLASS B)                                                                         
   10/07/2011                             to  12/31/2011       11.419304        11.879673        988,342.2311 
   01/01/2012                             to  12/31/2012       11.879673        13.502034      1,937,479.1408 
   01/01/2013                             to  12/31/2013       13.502034        18.159587      1,700,321.5416 
=============                            ==== ==========       =========        =========      ============== 
JENNISON GROWTH SUB-ACCOUNT (CLASS B)                                                                         
 (FORMERLY JENNISON LARGE CAP EQUITY SUB-ACCOUNT (CLASS B) AND BEFORE THAT RAINIER LARGE CAP EQUITY           
 SUB-ACCOUNT (CLASS B))                                                                                       
   10/07/2011                             to  12/31/2011        7.039173         7.434600        126,575.3673 
   01/01/2012                             to  12/31/2012        7.434600         8.239005        113,734.1583 
   01/01/2013                             to  04/26/2013        8.239005         8.847142              0.0000 
=============                            ==== ==========       =========        =========      ============== 
MET/ARTISAN MID CAP VALUE SUB-ACCOUNT (CLASS B)                                                               
   10/07/2011                             to  12/31/2011       12.891225        14.179556      1,098,474.2262 
   01/01/2012                             to  12/31/2012       14.179556        15.561525        922,366.7860 
   01/01/2013                             to  12/31/2013       15.561525        20.895389        842,265.5324 
=============                            ==== ==========       =========        =========      ============== 
MET/DIMENSIONAL INTERNATIONAL SMALL COMPANY SUB-ACCOUNT (CLASS B)                                             
   10/07/2011                             to  12/31/2011       14.117863        14.128534         22,078.1006 
   01/01/2012                             to  12/31/2012       14.128534        16.384184         17,666.9102 
   01/01/2013                             to  12/31/2013       16.384184        20.564521         29,222.3590 
=============                            ==== ==========       =========        =========      ============== 
METLIFE MID CAP STOCK INDEX SUB-ACCOUNT (CLASS G)                                                             
   10/07/2011                             to  12/31/2011       14.625731        16.065053          9,969.6013 
   01/01/2012                             to  12/31/2012       16.065053        18.529086          8,479.9269 
   01/01/2013                             to  12/31/2013       18.529086        24.195498         13,737.9080 
=============                            ==== ==========       =========        =========      ============== 
METLIFE STOCK INDEX SUB-ACCOUNT (CLASS B)                                                                     
   10/07/2011                             to  12/31/2011       10.706630        11.654879      1,230,637.7469 
   01/01/2012                             to  12/31/2012       11.654879        13.231815      1,155,970.9841 
   01/01/2013                             to  12/31/2013       13.231815        17.141038      1,039,069.1187 
=============                            ==== ==========       =========        =========      ============== 
MFS (Reg. TM) VALUE SUB-ACCOUNT (CLASS B)                                                                     
   04/29/2013                             to  12/31/2013       18.211505        21.243229         72,137.0759 
=============                            ==== ==========       =========        =========      ============== 

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CONDENSED FINANCIAL INFORMATION (CONTINUED)                                     

                                                        [Enlarge/Download Table]

                                    1.65% SEPARATE ACCOUNT PRODUCT CHARGES                                    
                                                                                                 NUMBER OF    
                                                             ACCUMULATION     ACCUMULATION      ACCUMULATION  
                                                            UNIT VALUE AT    UNIT VALUE AT         UNITS      
                                                             BEGINNING OF        END OF        OUTSTANDING AT 
                                                                PERIOD           PERIOD        END OF PERIOD  
                                                           ---------------  ---------------  -----------------
                                                                                                              
MFS (Reg. TM) VALUE SUB-ACCOUNT (CLASS B)                                                                     
 (FORMERLY MET/FRANKLIN MUTUAL SHARES SUB-ACCOUNT (CLASS B))                                                  
   10/07/2011                             to  12/31/2011        7.972620         8.646988        118,095.6921 
   01/01/2012                             to  12/31/2012        8.646988         9.688314        132,449.8123 
   01/01/2013                             to  04/26/2013        9.688314        10.604251              0.0000 
=============                            ==== ==========       =========        =========        ============ 
MSCI EAFE (Reg. TM) INDEX SUB-ACCOUNT (CLASS G)                                                               
 (FORMERLY MORGAN STANLEY EAFE (Reg. TM) SUB-ACCOUNT (CLASS G))                                               
   10/07/2011                             to  12/31/2011       10.425254        10.533011          1,913.4036 
   01/01/2012                             to  12/31/2012       10.533011        12.218310          3,495.4537 
   01/01/2013                             to  12/31/2013       12.218310        14.594792          7,174.3472 
=============                            ==== ==========       =========        =========        ============ 
NEUBERGER BERMAN GENESIS SUB-ACCOUNT (CLASS B)                                                                
   04/29/2013                             to  12/31/2013       16.035819        19.991446        400,167.7423 
=============                            ==== ==========       =========        =========        ============ 
NEUBERGER BERMAN GENESIS SUB-ACCOUNT (CLASS B)                                                                
 (FORMERLY MLA MID CAP SUB-ACCOUNT (CLASS B))                                                                 
   10/07/2011                             to  12/31/2011       13.005133        14.194208        521,137.8097 
   01/01/2012                             to  12/31/2012       14.194208        14.698643        461,962.5126 
   01/01/2013                             to  04/26/2013       14.698643        15.924716              0.0000 
=============                            ==== ==========       =========        =========        ============ 
RUSSELL 2000 (Reg. TM) INDEX SUB-ACCOUNT (CLASS G)                                                            
   10/07/2011                             to  12/31/2011       14.220124        16.040482         14,019.9739 
   01/01/2012                             to  12/31/2012       16.040482        18.292316         16,590.4872 
   01/01/2013                             to  12/31/2013       18.292316        24.852244         38,474.9412 
=============                            ==== ==========       =========        =========        ============ 
T. ROWE PRICE LARGE CAP GROWTH SUB-ACCOUNT (CLASS B)                                                          
   04/29/2013                             to  12/31/2013       41.020248        51.708229        107,534.1052 
=============                            ==== ==========       =========        =========        ============ 
T. ROWE PRICE LARGE CAP GROWTH SUB-ACCOUNT (CLASS B)                                                          
 (FORMERLY RCM TECHNOLOGY SUB-ACCOUNT (CLASS B))                                                              
   10/07/2011                             to  12/31/2011        5.952647         5.986033        639,629.6640 
   01/01/2012                             to  12/31/2012        5.986033         6.601045        571,351.2899 
   01/01/2013                             to  04/26/2013        6.601045         6.897369              0.0000 
=============                            ==== ==========       =========        =========        ============ 
VAN ECK GLOBAL NATURAL RESOURCES SUB-ACCOUNT (CLASS B)                                                        
   10/07/2011                             to  12/31/2011       14.698440        15.337245            310.0731 
   01/01/2012                             to  12/31/2012       15.337245        15.473865            308.4450 
   01/01/2013                             to  12/31/2013       15.473865        16.857599            306.9835 
=============                            ==== ==========       =========        =========        ============ 
WESTERN ASSET MANAGEMENT U.S. GOVERNMENT SUB-ACCOUNT (CLASS B)                                                
   10/07/2011                             to  12/31/2011       17.189274        17.280596        544,529.0869 
   01/01/2012                             to  12/31/2012       17.280596        17.514328        415,049.8305 
   01/01/2013                             to  12/31/2013       17.514328        17.071751        351,807.6241 
=============                            ==== ==========       =========        =========        ============ 

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CONDENSED FINANCIAL INFORMATION (CONTINUED)                                     

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                        1.65% SEPARATE ACCOUNT PRODUCT CHARGES                        
                                                                        NUMBER OF     
                                   ACCUMULATION     ACCUMULATION       ACCUMULATION   
                                  UNIT VALUE AT    UNIT VALUE AT          UNITS       
                                   BEGINNING OF        END OF         OUTSTANDING AT  
                                      PERIOD           PERIOD         END OF PERIOD   
                                 ---------------  ---------------  -------------------
                                                                                      
MET INVESTORS SERIES TRUST -  METLIFE ASSET ALLOCATION PROGRAM                        
METLIFE AGGRESSIVE STRATEGY SUB-ACCOUNT (CLASS B)                                     
  10/07/2011    to  12/31/2011        9.992364        10.590647        2,204,248.7187 
  01/01/2012    to  12/31/2012       10.590647        12.160401        1,852,048.7886 
  01/01/2013    to  12/31/2013       12.160401        15.490933        1,645,494.8528 
============   ==== ==========       =========        =========       =============== 
METLIFE BALANCED STRATEGY SUB-ACCOUNT (CLASS B)                                       
  10/07/2011    to  12/31/2011       10.869121        11.359161       10,865,202.8923 
  01/01/2012    to  12/31/2012       11.359161        12.728775        9,785,540.5006 
  01/01/2013    to  12/31/2013       12.728775        14.951838        8,843,397.9198 
============   ==== ==========       =========        =========       =============== 
METLIFE DEFENSIVE STRATEGY SUB-ACCOUNT (CLASS B)                                      
  10/07/2011    to  12/31/2011       11.527636        11.915859        2,071,229.5478 
  01/01/2012    to  12/31/2012       11.915859        12.998689        1,888,641.7417 
  01/01/2013    to  12/31/2013       12.998689        13.946884        1,392,031.3223 
============   ==== ==========       =========        =========       =============== 
METLIFE GROWTH STRATEGY SUB-ACCOUNT (CLASS B)                                         
  10/07/2011    to  12/31/2011       10.433363        11.001334       10,341,720.9605 
  01/01/2012    to  12/31/2012       11.001334        12.521385        9,561,677.4265 
  01/01/2013    to  12/31/2013       12.521385        15.508286        8,786,674.2764 
============   ==== ==========       =========        =========       =============== 
METLIFE GROWTH STRATEGY SUB-ACCOUNT (CLASS B)                                         
 (FORMERLY MET/FRANKLIN TEMPLETON FOUNDING STRATEGY SUB-ACCOUNT (CLASS B))            
  10/07/2011    to  12/31/2011        8.705670         9.287285          283,205.0557 
  01/01/2012    to  12/31/2012        9.287285        10.607388          279,143.4017 
  01/01/2013    to  04/26/2013       10.607388        11.410352                0.0000 
============   ==== ==========       =========        =========       =============== 
METLIFE MODERATE STRATEGY SUB-ACCOUNT (CLASS B)                                       
  10/07/2011    to  12/31/2011       11.316483        11.756922        4,969,076.3527 
  01/01/2012    to  12/31/2012       11.756922        12.996773        4,745,072.8113 
  01/01/2013    to  12/31/2013       12.996773        14.602732        4,359,246.8374 
============   ==== ==========       =========        =========       =============== 

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CONDENSED FINANCIAL INFORMATION (CONTINUED)                                     

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                        1.75% SEPARATE ACCOUNT PRODUCT CHARGES                        
                                                                        NUMBER OF     
                                   ACCUMULATION     ACCUMULATION       ACCUMULATION   
                                  UNIT VALUE AT    UNIT VALUE AT          UNITS       
                                   BEGINNING OF        END OF         OUTSTANDING AT  
                                      PERIOD           PERIOD         END OF PERIOD   
                                 ---------------  ---------------  -------------------
                                                                                      
MET INVESTORS SERIES TRUST                                                            
ALLIANCEBERNSTEIN GLOBAL DYNAMIC ALLOCATION SUB-ACCOUNT (CLASS B)                     
  10/07/2011    to  12/31/2011        9.416510         9.713095        5,671,057.1241 
  01/01/2012    to  12/31/2012        9.713095        10.506265        7,885,757.5088 
  01/01/2013    to  12/31/2013       10.506265        11.474744        7,558,395.9363 
============   ==== ==========       =========        =========       =============== 
AMERICAN FUNDS (Reg. TM) BALANCED ALLOCATION SUB-ACCOUNT (CLASS C)                    
  10/07/2011    to  12/31/2011        9.040363         9.422832       15,174,256.5760 
  01/01/2012    to  12/31/2012        9.422832        10.511129       14,559,008.3347 
  01/01/2013    to  12/31/2013       10.511129        12.242973       13,341,702.2998 
============   ==== ==========       =========        =========       =============== 
AMERICAN FUNDS (Reg. TM) GROWTH ALLOCATION SUB-ACCOUNT (CLASS C)                      
  10/07/2011    to  12/31/2011        8.287758         8.724143       10,335,102.1630 
  01/01/2012    to  12/31/2012        8.724143         9.957163        9,598,131.9531 
  01/01/2013    to  12/31/2013        9.957163        12.241176        9,920,133.1742 
============   ==== ==========       =========        =========       =============== 
AMERICAN FUNDS (Reg. TM) GROWTH SUB-ACCOUNT (CLASS C)                                 
  10/07/2011    to  12/31/2011        8.069396         8.547889        3,779,309.3913 
  01/01/2012    to  12/31/2012        8.547889         9.861290        3,496,682.2292 
  01/01/2013    to  12/31/2013        9.861290        12.576555        3,014,569.2270 
============   ==== ==========       =========        =========       =============== 
AMERICAN FUNDS (Reg. TM) MODERATE ALLOCATION SUB-ACCOUNT (CLASS C)                    
  10/07/2011    to  12/31/2011        9.550940         9.885409        6,888,105.6463 
  01/01/2012    to  12/31/2012        9.885409        10.765856        6,344,947.1232 
  01/01/2013    to  12/31/2013       10.765856        12.009466        5,941,123.4244 
============   ==== ==========       =========        =========       =============== 
AQR GLOBAL RISK BALANCED SUB-ACCOUNT (CLASS B)                                        
  10/07/2011    to  12/31/2011       10.185683        10.579250        6,276,133.2224 
  01/01/2012    to  12/31/2012       10.579250        11.492134       11,347,962.7076 
  01/01/2013    to  12/31/2013       11.492134        10.909788        8,044,991.6999 
============   ==== ==========       =========        =========       =============== 
BLACKROCK GLOBAL TACTICAL STRATEGIES SUB-ACCOUNT (CLASS B)                            
  10/07/2011    to  12/31/2011        9.257733         9.545976        9,031,805.4922 
  01/01/2012    to  12/31/2012        9.545976        10.236873       11,694,984.7966 
  01/01/2013    to  12/31/2013       10.236873        11.096263       11,047,910.5106 
============   ==== ==========       =========        =========       =============== 
BLACKROCK HIGH YIELD SUB-ACCOUNT (CLASS B)                                            
  10/07/2011    to  12/31/2011       18.762587        19.861185          870,932.7152 
  01/01/2012    to  12/31/2012       19.861185        22.743320          981,519.8349 
  01/01/2013    to  12/31/2013       22.743320        24.434687          830,339.2561 
============   ==== ==========       =========        =========       =============== 
CLARION GLOBAL REAL ESTATE SUB-ACCOUNT (CLASS B)                                      
  10/07/2011    to  12/31/2011       12.125493        12.926451          700,323.8114 
  01/01/2012    to  12/31/2012       12.926451        16.002101          679,389.0126 
  01/01/2013    to  12/31/2013       16.002101        16.282017          613,726.2284 
============   ==== ==========       =========        =========       =============== 

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CONDENSED FINANCIAL INFORMATION (CONTINUED)                                     

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                                     1.75% SEPARATE ACCOUNT PRODUCT CHARGES                                     
                                                                                                  NUMBER OF     
                                                             ACCUMULATION     ACCUMULATION       ACCUMULATION   
                                                            UNIT VALUE AT    UNIT VALUE AT          UNITS       
                                                             BEGINNING OF        END OF         OUTSTANDING AT  
                                                                PERIOD           PERIOD         END OF PERIOD   
                                                           ---------------  ---------------  -------------------
                                                                                                                
CLEARBRIDGE AGGRESSIVE GROWTH SUB-ACCOUNT (CLASS B)                                                             
 (FORMERLY LEGG MASON CLEARBRIDGE AGGRESSIVE GROWTH SUB-ACCOUNT (CLASS B))                                      
   10/07/2011                             to  12/31/2011        6.841953         7.417176        2,092,369.8231 
   01/01/2012                             to  12/31/2012        7.417176         8.636667        1,876,364.4859 
   01/01/2013                             to  12/31/2013        8.636667        12.357081        2,349,066.1444 
=============                            ==== ==========      ==========       ==========       =============== 
CLEARBRIDGE AGGRESSIVE GROWTH PORTFOLIO II SUB-ACCOUNT (CLASS B)                                                
 (FORMERLY JANUS FORTY SUB-ACCOUNT (CLASS B))                                                                   
   10/07/2011                             to  12/31/2011      123.293609       127.724425           16,857.9907 
   01/01/2012                             to  12/31/2012      127.724425       153.754409           22,053.2380 
   01/01/2013                             to  12/31/2013      153.754409       194.579444           26,499.0277 
=============                            ==== ==========      ==========       ==========       =============== 
GOLDMAN SACHS MID CAP VALUE SUB-ACCOUNT (CLASS B)                                                               
   10/07/2011                             to  12/31/2011       12.799172        13.964054        1,012,675.9693 
   01/01/2012                             to  12/31/2012       13.964054        16.206485          904,895.6265 
   01/01/2013                             to  12/31/2013       16.206485        21.125154          789,284.0815 
=============                            ==== ==========      ==========       ==========       =============== 
HARRIS OAKMARK INTERNATIONAL SUB-ACCOUNT (CLASS B)                                                              
   10/07/2011                             to  12/31/2011       16.257435        16.275690        2,315,908.7036 
   01/01/2012                             to  12/31/2012       16.275690        20.670059        2,030,456.0944 
   01/01/2013                             to  12/31/2013       20.670059        26.504545        1,937,964.8981 
=============                            ==== ==========      ==========       ==========       =============== 
INVESCO BALANCED-RISK ALLOCATION SUB-ACCOUNT (CLASS B)                                                          
   04/30/2012                             to  12/31/2012        1.010655         1.045471       13,589,493.2558 
   01/01/2013                             to  12/31/2013        1.045471         1.046454       15,261,092.5902 
=============                            ==== ==========      ==========       ==========       =============== 
INVESCO COMSTOCK SUB-ACCOUNT (CLASS B)                                                                          
 (FORMERLY VAN KAMPEN COMSTOCK SUB-ACCOUNT (CLASS B))                                                           
   10/07/2011                             to  12/31/2011        9.012745         9.777703          958,064.8916 
   01/01/2012                             to  12/31/2012        9.777703        11.386622        1,057,626.4723 
   01/01/2013                             to  12/31/2013       11.386622        15.149305        1,014,461.6831 
=============                            ==== ==========      ==========       ==========       =============== 
INVESCO MID CAP VALUE SUB-ACCOUNT (CLASS B)                                                                     
 (FORMERLY LORD ABBETT MID CAP VALUE SUB-ACCOUNT (CLASS B)                                                      
   10/07/2011                             to  12/31/2011       20.804082        23.144786          209,167.5949 
   01/01/2012                             to  12/31/2012       23.144786        26.083594          169,738.4607 
   01/01/2013                             to  12/31/2013       26.083594        33.398816          144,128.0560 
=============                            ==== ==========      ==========       ==========       =============== 
INVESCO SMALL CAP GROWTH SUB-ACCOUNT (CLASS B)                                                                  
   10/07/2011                             to  12/31/2011       13.769532        14.967924          864,736.8237 
   01/01/2012                             to  12/31/2012       14.967924        17.388169          784,137.3610 
   01/01/2013                             to  12/31/2013       17.388169        23.951394          745,938.6184 
=============                            ==== ==========      ==========       ==========       =============== 
JPMORGAN CORE BOND SUB-ACCOUNT (CLASS B)                                                                        
   04/29/2013                             to  12/31/2013       11.037623        10.474723        2,046,645.1401 
=============                            ==== ==========      ==========       ==========       =============== 

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CONDENSED FINANCIAL INFORMATION (CONTINUED)                                     

                                                        [Enlarge/Download Table]

                        1.75% SEPARATE ACCOUNT PRODUCT CHARGES                          
                                                                        NUMBER OF       
                                   ACCUMULATION     ACCUMULATION       ACCUMULATION     
                                  UNIT VALUE AT    UNIT VALUE AT          UNITS         
                                   BEGINNING OF        END OF         OUTSTANDING AT    
                                      PERIOD           PERIOD         END OF PERIOD     
                                 ---------------  ---------------  -------------------  
                                                                                        
JPMORGAN CORE BOND SUB-ACCOUNT (CLASS B)                                                
 (FORMERLY JPMORGAN CORE BOND SUB-ACCOUNT (CLASS C) AND BEFORE THAT AMERICAN FUNDS (Reg.
TM) BOND                                                                                
 SUB-ACCOUNT (CLASS C))                                                                 
  10/07/2011    to  12/31/2011       10.532360        10.665052        2,868,667.9830   
  01/01/2012    to  12/31/2012       10.665052        10.994233        2,799,901.7734   
  01/01/2013    to  04/26/2013       10.994233        10.965528                0.0000   
============   ==== ==========       =========        =========       ===============   
JPMORGAN GLOBAL ACTIVE ALLOCATION SUB-ACCOUNT (CLASS B)                                 
  04/30/2012    to  12/31/2012        1.012709         1.047513        5,781,678.2976   
  01/01/2013    to  12/31/2013        1.047513         1.142433       17,565,443.6952   
============   ==== ==========       =========        =========       ===============   
LOOMIS SAYLES GLOBAL MARKETS SUB-ACCOUNT (CLASS B)                                      
  10/07/2011    to  12/31/2011       11.778842        12.422254          897,186.6595   
  01/01/2012    to  12/31/2012       12.422254        14.272304          804,009.2089   
  01/01/2013    to  12/31/2013       14.272304        16.426933          684,376.7472   
============   ==== ==========       =========        =========       ===============   
LORD ABBETT BOND DEBENTURE SUB-ACCOUNT (CLASS B)                                        
  10/07/2011    to  12/31/2011       22.011468        23.282932        1,012,934.5142   
  01/01/2012    to  12/31/2012       23.282932        25.838916          968,505.0569   
  01/01/2013    to  12/31/2013       25.838916        27.416616          912,244.2604   
============   ==== ==========       =========        =========       ===============   
MET/EATON VANCE FLOATING RATE SUB-ACCOUNT (CLASS B)                                     
  10/07/2011    to  12/31/2011        9.955235        10.223228          416,310.5234   
  01/01/2012    to  12/31/2012       10.223228        10.781338          538,503.6132   
  01/01/2013    to  12/31/2013       10.781338        11.000723          617,200.0755   
============   ==== ==========       =========        =========       ===============   
MET/FRANKLIN LOW DURATION TOTAL RETURN SUB-ACCOUNT (CLASS B)                            
  10/07/2011    to  12/31/2011        9.703836         9.743895          174,811.0396   
  01/01/2012    to  12/31/2012        9.743895         9.995045          363,101.3683   
  01/01/2013    to  12/31/2013        9.995045         9.935655        1,084,378.0769   
============   ==== ==========       =========        =========       ===============   
MET/TEMPLETON INTERNATIONAL BOND SUB-ACCOUNT (CLASS B)                                  
  10/07/2011    to  12/31/2011       11.845243        11.880428          123,804.7905   
  01/01/2012    to  12/31/2012       11.880428        13.341128           79,334.4361   
  01/01/2013    to  12/31/2013       13.341128        13.245689           77,744.4143   
============   ==== ==========       =========        =========       ===============   
METLIFE BALANCED PLUS SUB-ACCOUNT (CLASS B)                                             
  10/07/2011    to  12/31/2011        9.178356         9.361335        8,615,631.3042   
  01/01/2012    to  12/31/2012        9.361335        10.403852       11,258,006.2754   
  01/01/2013    to  12/31/2013       10.403852        11.691635       14,685,723.6325   
============   ==== ==========       =========        =========       ===============   
METLIFE MULTI-INDEX TARGETED RISK SUB-ACCOUNT (CLASS B)                                 
  11/12/2012    to  12/31/2012        0.987526         1.013133           14,859.1060   
  01/01/2013    to  12/31/2013        1.013133         1.124426        4,035,944.2235   
============   ==== ==========       =========        =========       ===============   

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CONDENSED FINANCIAL INFORMATION (CONTINUED)                                     

                                                        [Enlarge/Download Table]

                        1.75% SEPARATE ACCOUNT PRODUCT CHARGES                        
                                                                        NUMBER OF     
                                   ACCUMULATION     ACCUMULATION       ACCUMULATION   
                                  UNIT VALUE AT    UNIT VALUE AT          UNITS       
                                   BEGINNING OF        END OF         OUTSTANDING AT  
                                      PERIOD           PERIOD         END OF PERIOD   
                                 ---------------  ---------------  -------------------
                                                                                      
MFS (Reg. TM) EMERGING MARKETS EQUITY SUB-ACCOUNT (CLASS B)                           
  10/07/2011    to  12/31/2011        9.600578         9.881769        1,629,712.7032 
  01/01/2012    to  12/31/2012        9.881769        11.544206        1,554,775.7798 
  01/01/2013    to  12/31/2013       11.544206        10.778868        1,596,472.0004 
============   ==== ==========       =========        =========       =============== 
MFS (Reg. TM) RESEARCH INTERNATIONAL SUB-ACCOUNT (CLASS B)                            
  10/07/2011    to  12/31/2011       12.144485        12.315804        1,451,252.3352 
  01/01/2012    to  12/31/2012       12.315804        14.122923        1,356,246.8699 
  01/01/2013    to  12/31/2013       14.122923        16.550500        1,220,678.8154 
============   ==== ==========       =========        =========       =============== 
PIMCO INFLATION PROTECTED BOND SUB-ACCOUNT (CLASS B)                                  
  10/07/2011    to  12/31/2011       14.383383        14.647270        3,925,981.3901 
  01/01/2012    to  12/31/2012       14.647270        15.706100        3,926,677.4296 
  01/01/2013    to  12/31/2013       15.706100        14.002111        3,292,234.6182 
============   ==== ==========       =========        =========       =============== 
PIMCO TOTAL RETURN SUB-ACCOUNT (CLASS B)                                              
  10/07/2011    to  12/31/2011       15.729057        16.068936        7,781,167.3270 
  01/01/2012    to  12/31/2012       16.068936        17.252528        7,561,249.3533 
  01/01/2013    to  12/31/2013       17.252528        16.628506        6,568,373.0291 
============   ==== ==========       =========        =========       =============== 
PIONEER FUND SUB-ACCOUNT (CLASS B)                                                    
  10/07/2011    to  12/31/2011       15.367074        16.544278           60,241.1375 
  01/01/2012    to  12/31/2012       16.544278        17.942723           67,625.4960 
  01/01/2013    to  12/31/2013       17.942723        23.399440           73,838.0464 
============   ==== ==========       =========        =========       =============== 
PIONEER STRATEGIC INCOME SUB-ACCOUNT (CLASS E)                                        
  10/07/2011    to  12/31/2011       12.217315        12.512948          452,133.2416 
  01/01/2012    to  12/31/2012       12.512948        13.703146          436,101.8418 
  01/01/2013    to  12/31/2013       13.703146        13.655406          421,354.7081 
============   ==== ==========       =========        =========       =============== 
PYRAMIS (Reg. TM) GOVERNMENT INCOME SUB-ACCOUNT (CLASS B)                             
  10/07/2011    to  12/31/2011       10.597416        10.730125        1,867,594.4204 
  01/01/2012    to  12/31/2012       10.730125        10.875038        2,787,496.6231 
  01/01/2013    to  12/31/2013       10.875038        10.203401        1,546,251.6604 
============   ==== ==========       =========        =========       =============== 
PYRAMIS (Reg. TM) MANAGED RISK SUB-ACCOUNT (CLASS B)                                  
  04/29/2013    to  12/31/2013       10.215119        10.726847          285,431.0588 
============   ==== ==========       =========        =========       =============== 
SCHRODERS GLOBAL MULTI-ASSET SUB-ACCOUNT (CLASS B)                                    
  04/30/2012    to  12/31/2012        1.010688         1.065582        6,185,048.1704 
  01/01/2013    to  12/31/2013        1.065582         1.152969       15,375,194.1818 
============   ==== ==========       =========        =========       =============== 
SSGA GROWTH AND INCOME ETF SUB-ACCOUNT (CLASS B)                                      
  10/07/2011    to  12/31/2011       10.780347        11.390862        3,418,486.3701 
  01/01/2012    to  12/31/2012       11.390862        12.629955        3,190,895.8286 
  01/01/2013    to  12/31/2013       12.629955        14.015779        2,715,902.3492 
============   ==== ==========       =========        =========       =============== 

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CONDENSED FINANCIAL INFORMATION (CONTINUED)                                     

                                                        [Enlarge/Download Table]

                                     1.75% SEPARATE ACCOUNT PRODUCT CHARGES                                     
                                                                                                  NUMBER OF     
                                                             ACCUMULATION     ACCUMULATION       ACCUMULATION   
                                                            UNIT VALUE AT    UNIT VALUE AT          UNITS       
                                                             BEGINNING OF        END OF         OUTSTANDING AT  
                                                                PERIOD           PERIOD         END OF PERIOD   
                                                           ---------------  ---------------  -------------------
                                                                                                                
SSGA GROWTH ETF SUB-ACCOUNT (CLASS B)                                                                           
   10/07/2011                             to  12/31/2011       10.015478        10.632939        2,207,831.6137 
   01/01/2012                             to  12/31/2012       10.632939        12.018082        2,284,146.2814 
   01/01/2013                             to  12/31/2013       12.018082        13.943906        2,271,589.9336 
=============                            ==== ==========       =========        =========        ============== 
T. ROWE PRICE LARGE CAP VALUE SUB-ACCOUNT (CLASS B)                                                             
   10/07/2011                             to  12/31/2011       40.596963        44.743119          635,043.3189 
   01/01/2012                             to  12/31/2012       44.743119        51.866902          590,548.9292 
   01/01/2013                             to  12/31/2013       51.866902        68.181976          576,258.1376 
=============                            ==== ==========       =========        =========        ============== 
T. ROWE PRICE MID CAP GROWTH SUB-ACCOUNT (CLASS B)                                                              
   10/07/2011                             to  12/31/2011        9.138223         9.800815        3,511,330.1040 
   01/01/2012                             to  12/31/2012        9.800815        10.947584        3,188,985.7697 
   01/01/2013                             to  12/31/2013       10.947584        14.692799        2,834,434.2261 
=============                            ==== ==========       =========        =========        ============== 
THIRD AVENUE SMALL CAP VALUE SUB-ACCOUNT (CLASS B)                                                              
   10/07/2011                             to  12/31/2011       14.466471        15.400050        1,745,938.9641 
   01/01/2012                             to  12/31/2012       15.400050        17.853291        1,477,939.5884 
   01/01/2013                             to  12/31/2013       17.853291        23.236144        1,236,327.3402 
=============                            ==== ==========       =========        =========        ============== 
METROPOLITAN SERIES FUND                                                                                        
BAILLIE GIFFORD INTERNATIONAL STOCK SUB-ACCOUNT (CLASS B)                                                       
   04/29/2013                             to  12/31/2013       12.042406        13.184184        1,426,311.2961 
=============                            ==== ==========       =========        =========        ============== 
BAILLIE GIFFORD INTERNATIONAL STOCK SUB-ACCOUNT (CLASS B)                                                       
 (FORMERLY AMERICAN FUNDS (Reg. TM) INTERNATIONAL SUB-ACCOUNT (CLASS C))                                        
   10/07/2011                             to  12/31/2011        7.217205         7.486399        2,632,595.1694 
   01/01/2012                             to  12/31/2012        7.486399         8.638908        2,334,416.1737 
   01/01/2013                             to  04/26/2013        8.638908         8.949795                0.0000 
=============                            ==== ==========       =========        =========        ============== 
BARCLAYS AGGREGATE BOND INDEX SUB-ACCOUNT (CLASS G)                                                             
 (FORMERLY BARCLAYS CAPITAL AGGREGATE BOND INDEX SUB-ACCOUNT (CLASS G))                                         
   10/07/2011                             to  12/31/2011       15.516277        15.688931          468,494.1809 
   01/01/2012                             to  12/31/2012       15.688931        15.967684          558,690.0426 
   01/01/2013                             to  12/31/2013       15.967684        15.287359          578,517.1887 
=============                            ==== ==========       =========        =========        ============== 
BLACKROCK MONEY MARKET SUB-ACCOUNT (CLASS B)                                                                    
   10/07/2011                             to  12/31/2011       10.099760        10.059165        7,458,604.0332 
   01/01/2012                             to  12/31/2012       10.059165         9.883705        5,071,405.9321 
   01/01/2013                             to  12/31/2013        9.883705         9.712238        4,624,974.0332 
=============                            ==== ==========       =========        =========        ============== 
DAVIS VENTURE VALUE SUB-ACCOUNT (CLASS E)                                                                       
   10/07/2011                             to  12/31/2011       10.718129        11.719538        4,247,790.9302 
   01/01/2012                             to  12/31/2012       11.719538        12.977808        3,639,505.8002 
   01/01/2013                             to  12/31/2013       12.977808        17.028538        3,085,462.6997 
=============                            ==== ==========       =========        =========        ============== 

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CONDENSED FINANCIAL INFORMATION (CONTINUED)                                     

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                                    1.75% SEPARATE ACCOUNT PRODUCT CHARGES                                    
                                                                                                 NUMBER OF    
                                                             ACCUMULATION     ACCUMULATION      ACCUMULATION  
                                                            UNIT VALUE AT    UNIT VALUE AT         UNITS      
                                                             BEGINNING OF        END OF        OUTSTANDING AT 
                                                                PERIOD           PERIOD        END OF PERIOD  
                                                           ---------------  ---------------  -----------------
                                                                                                              
FRONTIER MID CAP GROWTH SUB-ACCOUNT (CLASS B)                                                                 
   04/29/2013                             to  12/31/2013       14.555344        17.310581        397,566.6573 
=============                            ==== ==========       =========        =========      ============== 
FRONTIER MID CAP GROWTH SUB-ACCOUNT (CLASS B)                                                                 
 (FORMERLY TURNER MID CAP GROWTH SUB-ACCOUNT (CLASS B))                                                       
   10/07/2011                             to  12/31/2011       12.487876        12.880067        547,371.3652 
   01/01/2012                             to  12/31/2012       12.880067        13.417273        476,470.8879 
   01/01/2013                             to  04/26/2013       13.417273        14.461751              0.0000 
=============                            ==== ==========       =========        =========      ============== 
JENNISON GROWTH SUB-ACCOUNT (CLASS B)                                                                         
   10/07/2011                             to  12/31/2011       11.311962        11.765296      1,571,504.4441 
   01/01/2012                             to  12/31/2012       11.765296        13.358605      2,574,947.6990 
   01/01/2013                             to  12/31/2013       13.358605        17.948732      2,333,821.9085 
=============                            ==== ==========       =========        =========      ============== 
JENNISON GROWTH SUB-ACCOUNT (CLASS B)                                                                         
 (FORMERLY JENNISON LARGE CAP EQUITY SUB-ACCOUNT (CLASS B) AND BEFORE THAT RAINIER LARGE CAP EQUITY           
 SUB-ACCOUNT (CLASS B))                                                                                       
   10/07/2011                             to  12/31/2011        7.011485         7.403653        476,446.3291 
   01/01/2012                             to  12/31/2012        7.403653         8.196467        371,920.3657 
   01/01/2013                             to  04/26/2013        8.196467         8.798666              0.0000 
=============                            ==== ==========       =========        =========      ============== 
MET/ARTISAN MID CAP VALUE SUB-ACCOUNT (CLASS B)                                                               
   10/07/2011                             to  12/31/2011       12.772095        14.045289      1,191,623.4151 
   01/01/2012                             to  12/31/2012       14.045289        15.398682      1,062,669.8414 
   01/01/2013                             to  12/31/2013       15.398682        20.656077        909,699.7145 
=============                            ==== ==========       =========        =========      ============== 
MET/DIMENSIONAL INTERNATIONAL SMALL COMPANY SUB-ACCOUNT (CLASS B)                                             
   10/07/2011                             to  12/31/2011       14.076453        14.083849        248,471.2541 
   01/01/2012                             to  12/31/2012       14.083849        16.315960        207,967.0234 
   01/01/2013                             to  12/31/2013       16.315960        20.458437        221,011.9658 
=============                            ==== ==========       =========        =========      ============== 
METLIFE MID CAP STOCK INDEX SUB-ACCOUNT (CLASS G)                                                             
   10/07/2011                             to  12/31/2011       14.461856        15.881398        128,276.6954 
   01/01/2012                             to  12/31/2012       15.881398        18.298861        139,688.8559 
   01/01/2013                             to  12/31/2013       18.298861        23.871000        261,800.7353 
=============                            ==== ==========       =========        =========      ============== 
METLIFE STOCK INDEX SUB-ACCOUNT (CLASS B)                                                                     
   10/07/2011                             to  12/31/2011       10.600073        11.536230      2,110,295.5522 
   01/01/2012                             to  12/31/2012       11.536230        13.083956      2,382,117.3539 
   01/01/2013                             to  12/31/2013       13.083956        16.932566      2,384,393.9986 
=============                            ==== ==========       =========        =========      ============== 
MFS (Reg. TM) VALUE SUB-ACCOUNT (CLASS B)                                                                     
   04/29/2013                             to  12/31/2013       17.944162        20.917289        503,095.1085 
=============                            ==== ==========       =========        =========      ============== 

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CONDENSED FINANCIAL INFORMATION (CONTINUED)                                     

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                                    1.75% SEPARATE ACCOUNT PRODUCT CHARGES                                    
                                                                                                 NUMBER OF    
                                                             ACCUMULATION     ACCUMULATION      ACCUMULATION  
                                                            UNIT VALUE AT    UNIT VALUE AT         UNITS      
                                                             BEGINNING OF        END OF        OUTSTANDING AT 
                                                                PERIOD           PERIOD        END OF PERIOD  
                                                           ---------------  ---------------  -----------------
                                                                                                              
MFS (Reg. TM) VALUE SUB-ACCOUNT (CLASS B)                                                                     
 (FORMERLY MET/FRANKLIN MUTUAL SHARES SUB-ACCOUNT (CLASS B))                                                  
   10/07/2011                             to  12/31/2011        7.945102         8.615160        786,464.9821 
   01/01/2012                             to  12/31/2012        8.615160         9.642956        713,257.6515 
   01/01/2013                             to  04/26/2013        9.642956        10.551252              0.0000 
=============                            ==== ==========       =========        =========      ============== 
MSCI EAFE (Reg. TM) INDEX SUB-ACCOUNT (CLASS G)                                                               
 (FORMERLY MORGAN STANLEY EAFE (Reg. TM) SUB-ACCOUNT (CLASS G))                                               
   10/07/2011                             to  12/31/2011       10.291389        10.395367        235,818.5508 
   01/01/2012                             to  12/31/2012       10.395367        12.046530        216,782.3733 
   01/01/2013                             to  12/31/2013       12.046530        14.375224        363,515.0324 
=============                            ==== ==========       =========        =========      ============== 
NEUBERGER BERMAN GENESIS SUB-ACCOUNT (CLASS B)                                                                
   04/29/2013                             to  12/31/2013       15.851452        19.748305        402,766.1674 
=============                            ==== ==========       =========        =========      ============== 
NEUBERGER BERMAN GENESIS SUB-ACCOUNT (CLASS B)                                                                
 (FORMERLY MLA MID CAP SUB-ACCOUNT (CLASS B))                                                                 
   10/07/2011                             to  12/31/2011       12.875703        14.049713        482,948.0700 
   01/01/2012                             to  12/31/2012       14.049713        14.534389        427,820.6872 
   01/01/2013                             to  04/26/2013       14.534389        15.741755              0.0000 
=============                            ==== ==========       =========        =========      ============== 
RUSSELL 2000 (Reg. TM) INDEX SUB-ACCOUNT (CLASS G)                                                            
   10/07/2011                             to  12/31/2011       14.037523        15.830866        164,138.9444 
   01/01/2012                             to  12/31/2012       15.830866        18.035140        207,293.7913 
   01/01/2013                             to  12/31/2013       18.035140        24.478371        266,413.3726 
=============                            ==== ==========       =========        =========      ============== 
T. ROWE PRICE LARGE CAP GROWTH SUB-ACCOUNT (CLASS B)                                                          
   04/29/2013                             to  12/31/2013       40.173489        50.606759        195,444.0182 
=============                            ==== ==========       =========        =========      ============== 
T. ROWE PRICE LARGE CAP GROWTH SUB-ACCOUNT (CLASS B)                                                          
 (FORMERLY RCM TECHNOLOGY SUB-ACCOUNT (CLASS B))                                                              
   10/07/2011                             to  12/31/2011        5.897651         5.929364      1,394,267.7186 
   01/01/2012                             to  12/31/2012        5.929364         6.531984      1,103,095.6420 
   01/01/2013                             to  04/26/2013        6.531984         6.823038              0.0000 
=============                            ==== ==========       =========        =========      ============== 
VAN ECK GLOBAL NATURAL RESOURCES SUB-ACCOUNT (CLASS B)                                                        
   10/07/2011                             to  12/31/2011       14.655312        15.288720        238,477.2294 
   01/01/2012                             to  12/31/2012       15.288720        15.409403        244,334.6116 
   01/01/2013                             to  12/31/2013       15.409403        16.770589        187,660.2236 
=============                            ==== ==========       =========        =========      ============== 
WESTERN ASSET MANAGEMENT U.S. GOVERNMENT SUB-ACCOUNT (CLASS B)                                                
   10/07/2011                             to  12/31/2011       16.900459        16.986337        689,015.3491 
   01/01/2012                             to  12/31/2012       16.986337        17.198787        610,046.0423 
   01/01/2013                             to  12/31/2013       17.198787        16.747425        537,936.8763 
=============                            ==== ==========       =========        =========      ============== 

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CONDENSED FINANCIAL INFORMATION (CONTINUED)                                     

                                                        [Enlarge/Download Table]

                        1.75% SEPARATE ACCOUNT PRODUCT CHARGES                        
                                                                        NUMBER OF     
                                   ACCUMULATION     ACCUMULATION       ACCUMULATION   
                                  UNIT VALUE AT    UNIT VALUE AT          UNITS       
                                   BEGINNING OF        END OF         OUTSTANDING AT  
                                      PERIOD           PERIOD         END OF PERIOD   
                                 ---------------  ---------------  -------------------
                                                                                      
MET INVESTORS SERIES TRUST -  METLIFE ASSET ALLOCATION PROGRAM                        
METLIFE AGGRESSIVE STRATEGY SUB-ACCOUNT (CLASS B)                                     
  10/07/2011    to  12/31/2011        9.923333        10.515063        6,261,087.1205 
  01/01/2012    to  12/31/2012       10.515063        12.061485        5,606,319.8885 
  01/01/2013    to  12/31/2013       12.061485        15.349577        5,575,504.0722 
============   ==== ==========       =========        =========       =============== 
METLIFE BALANCED STRATEGY SUB-ACCOUNT (CLASS B)                                       
  10/07/2011    to  12/31/2011       10.794050        11.278110       53,830,140.2053 
  01/01/2012    to  12/31/2012       11.278110        12.625255       49,469,018.7129 
  01/01/2013    to  12/31/2013       12.625255        14.815420       46,086,627.2914 
============   ==== ==========       =========        =========       =============== 
METLIFE DEFENSIVE STRATEGY SUB-ACCOUNT (CLASS B)                                      
  10/07/2011    to  12/31/2011       11.448031        11.830850       16,592,336.7208 
  01/01/2012    to  12/31/2012       11.830850        12.892990       15,754,783.9479 
  01/01/2013    to  12/31/2013       12.892990        13.819648       11,939,087.0285 
============   ==== ==========       =========        =========       =============== 
METLIFE GROWTH STRATEGY SUB-ACCOUNT (CLASS B)                                         
  10/07/2011    to  12/31/2011       10.361291        10.922825       55,720,605.5803 
  01/01/2012    to  12/31/2012       10.922825        12.419539       50,881,185.5886 
  01/01/2013    to  12/31/2013       12.419539        15.366779       50,261,141.0705 
============   ==== ==========       =========        =========       =============== 
METLIFE GROWTH STRATEGY SUB-ACCOUNT (CLASS B)                                         
 (FORMERLY MET/FRANKLIN TEMPLETON FOUNDING STRATEGY SUB-ACCOUNT (CLASS B))            
  10/07/2011    to  12/31/2011        8.675627         9.253106        3,758,850.3330 
  01/01/2012    to  12/31/2012        9.253106        10.557734        3,604,520.1753 
  01/01/2013    to  04/26/2013       10.557734        11.353330                0.0000 
============   ==== ==========       =========        =========       =============== 
METLIFE MODERATE STRATEGY SUB-ACCOUNT (CLASS B)                                       
  10/07/2011    to  12/31/2011       11.238331        11.673042       22,281,647.5233 
  01/01/2012    to  12/31/2012       11.673042        12.891083       20,830,452.2319 
  01/01/2013    to  12/31/2013       12.891083        14.469509       18,712,679.6285 
============   ==== ==========       =========        =========       =============== 

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FINANCIAL STATEMENTS                                                            

The financial statements and financial highlights comprising each of the        
Sub-Accounts of the Separate Account and the consolidated financial statements  
of the Company will be filed by amendment.                                      

The financial statements of the Company should be considered only as bearing    
upon the ability of the Company to meet its obligations under the contract.     

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PART C

OTHER INFORMATION 

ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS                                      

                                                        [Enlarge/Download Table]
                                                                                                    
a.   Financial Statements                                                                           
     --------------------                                                                           

The financial statements and financial highlights of each of the Sub-Accounts of                    
the Separate Account are included in Part B hereof and include: [to be filed by                     
amendment]                                                                                          

1.   Report of Independent Registered Public Accounting Firm                                        

2.   Statements of Assets and Liabilities as of December 31, 2013                                   

3.   Statements of Operations for the year ended December 31, 2013                                  

4.   Statements of Changes in Net Assets for the years ended December 31, 2013                      
     and 2012                                                                                       

5.   Notes to the Financial Statements                                                              

The consolidated financial statements and financial statement schedules of                          
MetLife Insurance Company USA and subsidiaries are included in Part B hereof and                    
include: [to be filed by amendment]                                                                 

1.   Report of Independent Registered Public Accounting Firm                                        

2.   Consolidated Balance Sheets as of December 31, 2013 and 2012                                   

3.   Consolidated Statements of Operations for the years ended December 31,                         
     2013, 2012 and 2011                                                                            

4.   Consolidated Statements of Comprehensive Income (Loss) for the years ended                     
     December 31, 2013, 2012 and 2011                                                               

5.   Consolidated Statements of Stockholders' Equity for the years ended December 31, 2013, 2012 and
     2011                                                                                           

6.   Consolidated Statements of Cash Flows for the years ended December 31, 2013, 2012 and 2011     

7.   Notes to the Consolidated Financial Statements                                                 

8.   Financial Statement Schedules                                                                  


                                                        [Enlarge/Download Table]
                                                                                                                
b.         Exhibits                                                                                             
           --------                                                                                             

1. (i)     Certification of Restated Resolutions of the Board of Directors of MetLife Investors USA Insurance   
           Company authorizing the establishment of the Separate Account (adopted May 18, 2004) (3)             

   (ii)    Resolutions of the Board of Directors of MetLife Investors USA Insurance Company (including          
           Agreement and Plan of Merger attached as Exhibit B to the resolutions) (adopted August 13, 2014) (18)

   (iii)   Resolutions of the Board of Directors of MetLife Insurance Company of Connecticut authorizing the    
           acceptance of the Separate Account (adopted September 17, 2014) (18)                                 

2.         Not Applicable.                                                                                      

3. (i)(a)  Distribution and Principal Underwriting Agreement between MetLife Insurance Company of Connecticut   
           and MetLife Investors Distribution Company (effective November 24, 2009) (7)                         

   (i)(b)  Amendment to Distribution and Principal Underwriting Agreement between MetLife Insurance Company     
           of Connecticut and MetLife Investors Distribution Company (dated August 18, 2014) (18)               

   (ii)    Form of Enterprise Selling Agreement 09-12 (MetLife Investors Distribution Company Sales Agreement)  
             (14)                                                                                               

4. (i)     Individual Flexible Purchase Payment Deferred Variable Annuity Contract (1)                          

   (ii)    Death Benefit Rider - Principal Protection (1)                                                       

   (iii)   Death Benefit Rider - Compounded Plus (1)                                                            

   (iv)    Death Benefit Rider - (Annual Step-Up) (1)                                                           

   (v)     Additional Death Benefit Rider - (Earnings Preservation Benefit) (1)                                 

   (vi)    Waiver of Withdrawal Charge for Nursing Home or Hospital Confinement Rider (1)                       

   (vii)   Terminal Illness Rider (1)                                                                           

   (viii)  Unisex Annuity Rates Rider (1)                                                                       


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   (ix)      Endorsement (Name Change - effective March 1, 2001) (MetLife Investors USA Insurance Company,       
             formerly Security First Life Insurance Company) MI - 2023 (2)                                       

   (x)       Individual Retirement Annuity Endorsement 8023.1 (9/02) (3)                                         

   (xi)      Roth Individual Retirement Annuity Endorsement 9024.1 (9/02) (3)                                    

   (xii)     401(a)/403(a) Plan Endorsement 8025.1 (9/02) (3)                                                    

   (xiii)    Tax Sheltered Annuity Endorsement 8026.1 (9/02) (3)                                                 

   (xiv)     Simple Individual Retirement Annuity Endorsement 8276 (9/02) (3)                                    

   (xv)      Form of Enhanced Dollar Cost Averaging Rider 8013-1 (05/05) (4)                                     

   (xvi)     Form of Three Month Market Entry Rider 8104-1 (05/05) (4)                                           

   (xvii)    Designated Beneficiary Non-Qualified Annuity Endorsement MLIU-NQ-1 (11/05)-I (5)                    

   (xviii)   Fixed Account Rider 8012 (11/00) (6)                                                                

   (xix)     Guaranteed Minimum Death Benefit (GMDB) Rider MLIU-640-1 (4/08) (EDB II, EDB III, EDB Max           
             II, EDB Max III, EDB Max IV, and EDB Max V) (8)                                                     

   (xx)      Form of Contract Schedule for Guaranteed Minimum Death Benefit (GMDB) Rider MLIU-EDB (4/08)         
             (EDB II, EDB III, EDB Max II, EDB Max III, EDB Max IV, and EDB Max V) (12)                          

   (xxi)     Guaranteed Minimum Income Benefit Rider -  Living Benefit MLIU-560-4 (4/08) (GMIB Plus III,         
             GMIB Plus IV, GMIB Max II, GMIB Max III, GMIB Max IV, and GMIB Max V) (8)                           

   (xxii)    Form of Contract Schedule for Guaranteed Minimum Income Benefit (GMIB) Rider MLIU-EGMIB             
             (4/08) (GMIB Plus III, GMIB Plus IV, GMIB Max II, GMIB Max III, GMIB Max IV, and GMIB Max           
             V) (12)                                                                                             

   (xxiii)   Form of Spousal Continuation Endorsement MLIU-GMIB (2/10)-E (9)                                     

   (xxiv)    Form of Qualified Distribution Program Endorsement MLIU-RMD (7/10)-E (GMIB Plus III, GMIB Plus      
             IV, GMIB Max II, GMIB Max III, GMIB Max IV, GMIB Max V, EDB II, EDB III, EDB Max II, EDB            
             Max III, EDB Max IV, and EDB Max V) (10)                                                            

   (xxv)     Form of Tax-Sheltered Annuity Endorsement MLIU-398-3 (12/08) (11)                                   

   (xxvi)    Form of Contract Schedule for the Variable Annuity Contract 8028-6-(9/10) (GMIB Max II/GMIB Max     
             III/GMIB Max IV/GMIB Max V/EDB Max II/EDB Max III/EDB Max IV/EDB Max V) (11)                        

   (xxvii)   Form of 401(a)/403(a) Plan Endorsement MLIU-401-3 (5/11) (13)                                       

   (xxviii)  Guaranteed Withdrawal Benefit Rider MLIU-690-5 (4/13) (GWB v1) (14)                                 

   (xxix)    Guaranteed Withdrawal Benefit Payment Enhancement Rider MLIU-NHR (4/13) (GWB v1) (14)               

   (xxx)     Form of Contract Schedule 8028-7 (4/13) (14)                                                        

   (xxxi)    Form of Contract Schedule for Guaranteed Withdrawal Benefit (GWB) Rider MLIU-GWB (4/13) (GWB        
             v1) (14)                                                                                            

   (xxxii)   Merger Endorsement (effective November 14, 2014) (MetLife Investors USA Insurance Company           
             merged into MetLife Insurance Company USA) 6-E118-14 (18)                                           

   (xxxiii)  Non-qualified Annuity Endorsement MLIU-NQ (11/04) - I (18)                                          

   (xxxiv)   Guaranteed Lifetime Withdrawal Benefit Rider 5-4-GLWB-1 (02/15) (filed herewith)                    

   (xxxv)    Guaranteed Lifetime Withdrawal Benefit Rider (with Death Benefit) 5-4-GLWDB-1 (02/15) (filed        
             herewith)                                                                                           

   (xxxvi)   Contract Schedule Guaranteed Lifetime Withdrawal Benefit Rider (FlexChoice Level) 5-4-CGLWB-1       
             (02/15) (filed herewith)                                                                            

   (xxxvii)  Contract Schedule Guaranteed Lifetime Withdrawal Benefit Rider (FlexChoice Expedite) 5-4-CGLWB-1    
             (02/15) (filed herewith)                                                                            

5. (i)       Form of Variable Annuity Application 8029 (6/11) APPUSAVA Nov 2014 (18)                             

   (ii)      Form of Variable Annuity Application [to be filed by amendment]                                     

6. (i)       Copy of Certificate of Incorporation of the Company and Certificate of Amendment (effective November
             14, 2014) (18)                                                                                      


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          (ii)     Copy of the Bylaws of the Company (18)                                                               

7.                 Not Applicable.                                                                                      

8.        (i)(a)   Participation Agreement Among Met Investors Series Trust, Met Investors Advisory, LLC, MetLife       
                   Investors Distribution Company, The Travelers Insurance Company and The Travelers Life and Annuity   
                   Company (effective 11-01-05) (15)                                                                    

          (i)(b)   First Amendment to Participation Agreement Among Met Investors Series Trust, MetLife Advisers, LLC,  
                   MetLife Investors Distribution Company and MetLife Insurance Company of Connecticut (effective       
                   05-01-09) (16)                                                                                       

          (i)(c)   Amendment to Participation Agreement in effect Among Met Investors Series Trust, MetLife Advisers,   
                   LLC, MetLife Investors Distribution Company and MetLife Insurance Company of Connecticut, et al.     
                   (effective 4-30-10) (16)                                                                             

          (i)(d)   Amendment to Participation Agreement with Met Investors Series Trust (effective November 17, 2014)   
                   (18)                                                                                                 

          (ii)(a)  Participation Agreement Among Metropolitan Series Fund, Inc., MetLife Advisers, LLC, MetLife         
                   Investors Distribution Company, MetLife Insurance Company of Connecticut (effective 08-31-07) (17)   

          (ii)(b)  Amendment to Participation Agreement in effect Among Metropolitan Series Fund, Inc., MetLife         
                   Advisers, LLC, MetLife Investors Distribution Company and MetLife Insurance Company of               
                   Connecticut, et al. (effective 04-30-10) (16)                                                        

9.                 Opinion of Counsel (18)                                                                              

10.                Consent of Independent Registered Public Accounting Firm [to be filed by amendment]                  

11.                Not Applicable.                                                                                      

12.                Not Applicable.                                                                                      

13.                Powers of Attorney for Eric T. Steigerwalt, Elizabeth M. Forget, Gene L. Lunman, Peter M. Carlson and
                   Anant Bhalla (18)                                                                                    

      (1)          incorporated herein by reference to Registrant's Registration Statement on Form N-4 (File Nos.       
                   333-54464 and 811-03365) filed electronically on January 26, 2001.                                   

      (2)          incorporated herein by reference to Registrant's Post-Effective Amendment No. 1 to Form N-4 (File    
                   Nos. 333-54464 and 811-03365) filed electronically on April 13, 2001.                                

      (3)          incorporated herein by reference to Registrant's Post-Effective Amendment No. 6 to Form N-4 (File    
                   Nos. 333-54464 and 811-03365) filed electronically on July 15, 2004.                                 

      (4)          incorporated herein by reference to Registrant's Post-Effective Amendment No. 8 to Form N-4 (File    
                   Nos. 333-54464 and 811-03365) filed electronically on January 18, 2005.                              

      (5)          incorporated herein by reference to Registrant's Post-Effective Amendment No. 13 to Form N-4 (File   
                   Nosd. 333-54464 and 811-03365) filed electronically on September 9, 2005.                            

      (6)          incorporated herein by reference to Registrant's Post-Effective Amendment No. 18 to Form N-4 (File   
                   Nos. 333-54466 and 811-03365) filed electronically on April 16, 2007.                                

      (7)          incorporated herein by reference to MetLife of CT Separate Account Eleven for Variable Annuities'    
                   Post-Effective Amendment No. 1 to Form N-4 (File Nos. 333-152199 and 811-21262) filed                
                   electronically on April 8, 2009.                                                                     

      (8)          incorporated herein by reference to Registrant's Post-Effective Amendment No. 27 to Form N-4 (File   
                   Nos. 333-54464 and 811-03365) filed electronically on December 21, 2007.                             

      (9)          incorporated herein by reference to Registrant's Post-Effective Amendment No. 35 to Form N-4 (File   
                   Nos. 333-54466 and 811-03365) filed electronically on April 22, 2010.                                

   (10)            incorporated herein by reference to Registrant's Post-Effective Amendment No. 6 to Form N-4 (File    
                   Nos. 333-152385 and 811-03365) filed electronically on June 11, 2010.                                

   (11)            incorporated herein by reference to Registrant's Post-Effective Amendment No. 3 to Form N-4 (File    
                   Nos. 333-156648 and 811-03365) filed electronically on March 22, 2011.                               

   (12)            incorporated herein by reference to Registrant's Pre-Effective Amendment No. 2 to Form N-4 (File Nos.
                   333-176374 and 811-03365) filed electronically on September 19, 2011.                                

   (13)            incorporated herein by reference to Registrant's Post-Effective Amendment No. 4 to Form N-4 (File    
                   Nos. 333-176374 and 811-03365) filed electronically on April 11, 2012.                               


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(14)  incorporated herein by reference to Registrant's Post-Effective Amendment No. 12 to Form N-4 (File
      Nos. 333-176374 and 811-03365) filed electronically on April 10, 2013.                            

(15)  incorporated herein by reference to The Travelers Fund ABD for Variable Annuities' Post-Effective 
      Amendment No. 14 to Form N-4 (File Nos. 033-65343 and 811-07465) filed electronically on April 6, 
      2006.                                                                                             

(16)  incorporated herein by reference to MetLife of CT Separate Account Eleven for Variable Annuities' 
      Post-Effective Amendment No. 4 to Form N-4 (File Nos. 333-152189 and 811-21262) filed             
      electronically on April 4, 2012.                                                                  

(17)  incorporated herein by reference to MetLife of CT Separate Account Nine for Variable Annuities'   
      Post-Effective Amendment No. 11 to Form N-4 (File Nos. 333-65926 and 811-09411) filed             
      electronically on October 31, 2007.                                                               

(18)  incorporated herein by reference to Registrant's Registration Statement on Form N-4 (File Nos.    
      333-200231 and 811-03365) filed electronically on November 17, 2014.                              


ITEM 25. DIRECTORS AND OFFICERS OF THE DEPOSITOR                                

The following are the Officers and Directors who are engaged directly or        
indirectly in activities relating to the Registrant or the variable annuity     
contracts offered by the Registrant and the executive officers of the Company:  

                                                        [Enlarge/Download Table]

NAME AND PRINCIPAL BUSINESS ADDRESS    POSITIONS AND OFFICES WITH DEPOSITOR                           
-------------------------------------  ---------------------------------------------------------------

                                                                                                      
Eric T. Steigerwalt                    Director, Chairman of the Board, President and Chief Executive 
Gragg Building                         Officer                                                        
11225 North Community House Road                                                                      
Charlotte, NC 28277                                                                                   

Elizabeth M. Forget                    Director and Senior Vice President                             
Gragg Building                                                                                        
11225 North Community House Road                                                                      
Charlotte, NC 28277                                                                                   

Gene L. Lunman                         Director and Senior Vice President                             
Gragg Building                                                                                        
11225 North Community House Road                                                                      
Charlotte, NC 28277                                                                                   

Ricardo A. Anzaldua                    Executive Vice President and General Counsel                   
1095 Avenue of the Americas                                                                           
New York, NY 10036                                                                                    

Peter M. Carlson                       Executive Vice President and Chief Accounting Officer          
1095 Avenue of the Americas                                                                           
New York, NY 10036                                                                                    

Steven J. Goulart                      Executive Vice President and Chief Investment Officer          
10 Park Avenue                                                                                        
Morristown, NJ 07962                                                                                  

Robin Lenna                            Executive Vice President                                       
200 Park Avenue                                                                                       
12th Floor                                                                                            
New York, NY 10166                                                                                    

Anant Bhalla                           Senior Vice President and Chief Financial Officer              
Gragg Building                                                                                        
11225 North Community House Road                                                                      
Charlotte, NC 28277                                                                                   

Marlene B. Debel                       Senior Vice President and Treasurer                            
1095 Avenue of the Americas                                                                           
New York, NY 10036                                                                                    

Jason P. Manske                        Senior Vice President and Chief Hedging Officer                
10 Park Avenue                                                                                        
Morristown, NJ 07962                                                                                  


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NAME AND PRINCIPAL BUSINESS ADDRESS    POSITIONS AND OFFICES WITH DEPOSITOR                    
-------------------------------------  --------------------------------------------------------

                                                                                               
Roberto Baron                          Senior Vice President                                   
1095 Avenue of the Americas                                                                    
New York, NY 10036                                                                             

Steven J. Brash                        Senior Vice President                                   
277 Park Avenue                                                                                
46th Floor                                                                                     
New York, NY 10172                                                                             

Adam M. Hodes                          Senior Vice President                                   
1095 Avenue of the Americas                                                                    
New York, NY 10036                                                                             

Stewart M. Ashkenazy                   Vice President, Senior Actuary and Illustration Actuary 
1095 Avenue of the Americas                                                                    
New York, NY 10036                                                                             

S. Peter Headley                       Vice President and Assistant Secretary                  
10801 Mastin Boulevard                                                                         
Suite 930                                                                                      
Overland Park, KS 66210                                                                        

Andrew Kaniuk                          Vice President and Senior Actuary                       
501 Route 22                                                                                   
Bridgewater, NJ 08807                                                                          

Christopher A. Kremer                  Vice President and Actuary                              
One Financial Center                                                                           
21st Floor                                                                                     
Boston, MA 02111                                                                               

Lisa S. Kuklinski                      Vice President and Senior Actuary                       
1095 Avenue of the Americas                                                                    
New York, NY 10036                                                                             

Enid M. Reichert                       Vice President and Actuary                              
501 Route 22                                                                                   
Bridgewater, NJ 08807                                                                          

Mark S. Reilly                         Vice President and Illustration Actuary                 
Woodward Building                                                                              
11215 North Community House Road                                                               
Charlotte, NC 28277                                                                            

Steven G. Sorrentino                   Vice President, Actuary and Appointed Actuary           
501 Route 22                                                                                   
Bridgewater, NJ 08807                                                                          

Marian J. Zeldin                       Vice President and Actuary                              
501 Route 22                                                                                   
Bridgewater, NJ 08807                                                                          

Scott E. Andrews                       Vice President                                          
4700 Westown Pkwy.                                                                             
Suite 200                                                                                      
West Des Moines, IA 50266                                                                      

Andrew T. Aoyama                       Vice President                                          
200 Park Avenue                                                                                
12th Floor                                                                                     
New York, NY 10166                                                                             

Grant Barrans                          Vice President                                          
600 North King Street                                                                          
Wilmington, DE 19801                                                                           

Henry W. Blaylock                      Vice President                                          
200 Park Avenue                                                                                
12th Floor                                                                                     
New York, NY 10166                                                                             


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NAME AND PRINCIPAL BUSINESS ADDRESS    POSITIONS AND OFFICES WITH DEPOSITOR 
-------------------------------------  -------------------------------------

                                                                            
Timothy J. Brown                       Vice President                       
501 Route 22                                                                
Bridgewater, NJ 08807                                                       

Mark J. Davis                          Vice President                       
501 Route 22                                                                
Bridgewater, NJ 08807                                                       

Lynn A. Dumais                         Vice President                       
18210 Crane Nest Drive                                                      
Tampa, FL 33647                                                             

Geoffrey A. Fradkin                    Vice President                       
501 Route 22                                                                
Bridgewater, NJ 08807                                                       

Judith A. Gulotta                      Vice President                       
10 Park Avenue                                                              
Morristown, NJ 07962                                                        

Jeffrey P. Halperin                    Vice President                       
Gragg Building                                                              
11225 North Community House Road                                            
Charlotte, NC 28277                                                         

Regynald Heurtelou                     Vice President                       
334 Madison Avenue                                                          
Morristown, NJ 07960                                                        

Gregory E. Illson                      Vice President                       
Gragg Building                                                              
11225 North Community House Road                                            
Charlotte, NC 28277                                                         

John J. Iwanicki                       Vice President                       
18210 Crane Nest Drive                                                      
Tampa, FL 33647                                                             

Karen A. Johnson                       Vice President                       
One Financial Center                                                        
21st Floor                                                                  
Boston, MA 02111                                                            

Derrick L. Kelson                      Vice President                       
1200 Abernathy Road                                                         
Suite 1400                                                                  
Atlanta, GA 30328                                                           

James W. Koeger                        Vice President                       
13045 Tesson Ferry Road                                                     
St. Louis, MO 63128                                                         

John P. Kyne, III                      Vice President                       
Gragg Building                                                              
11225 North Community House Road                                            
Charlotte, NC 28277                                                         

Cynthia A. Mallet Kosakowski           Vice President                       
One Financial Center                                                        
21st Floor                                                                  
Boston, MA 02111                                                            

Timothy J. McLinden                    Vice President                       
277 Park Avenue                                                             
46th Floor                                                                  
New York, NY 10172                                                          


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NAME AND PRINCIPAL BUSINESS ADDRESS    POSITIONS AND OFFICES WITH DEPOSITOR 
-------------------------------------  -------------------------------------

                                                                            
James J. Reilly                        Vice President                       
One Financial Center                                                        
21st Floor                                                                  
Boston, MA 02111                                                            

Thomas J. Schuster                     Vice President                       
200 Park Avenue                                                             
12th Floor                                                                  
New York, NY 10166                                                          

Robert L. Staffier, Jr.                Vice President                       
1 MetLife Plaza                                                             
27-01 Queens Plaza North                                                    
Long Island City, NY 11101                                                  

Nan D. Tecotzky                        Vice President                       
200 Park Avenue                                                             
12th Floor                                                                  
New York, NY 10166                                                          

Mark H. Wilsmann                       Vice President                       
10 Park Avenue                                                              
Morristown, NJ 07962                                                        

Jacob M. Jenkelowitz                   Secretary                            
1095 Avenue of the Americas                                                 
New York, NY 10036                                                          


ITEM 26. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE DEPOSITOR OR    
REGISTRANT                                                        

The Registrant is a separate account of MetLife Insurance Company USA   
under Delaware insurance law. MetLife Insurance Company USA is a wholly-owned   
subsidiary of MetLife, Inc., a publicly traded company. The following outline   
indicates those entities that are controlled by MetLife, Inc. or are under the  
common control of MetLife, Inc. No person is controlled by the Registrant.      

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ORGANIZATIONAL STRUCTURE OF METLIFE, INC. AND SUBSIDIARIES
AS OF June 30, 2014     

The following is a list of subsidiaries of MetLife, Inc. updated as of          
June 30, 2014. Those entities which are listed at the left margin (labeled      
with capital letters) are direct subsidiaries of MetLife, Inc. Unless otherwise 
indicated, each entity which is indented under another entity is a subsidiary   
of that other entity and, therefore, an indirect subsidiary of MetLife, Inc.    
Certain inactive subsidiaries have been omitted from the MetLife, Inc.          
organizational listing. The voting securities (excluding directors' qualifying  
shares, if any) of the subsidiaries listed are 100% owned by their respective   
parent corporations, unless otherwise indicated. The jurisdiction of domicile   
of each subsidiary listed is set forth in the parenthetical following such      
subsidiary.                                                                     

A.    MetLife Group, Inc. (NY)                                                  

B.    MetLife Home Loans LLC (DE)                                               

C.    Exeter Reassurance Company, Ltd. (DE)                                     

D.    Metropolitan Tower Life Insurance Company (DE)                            

1.    EntreCap Real Estate II LLC (DE)                              

a)    PREFCO Dix-Huit LLC (CT)                          

b)    PREFCO X Holdings LLC (CT)                        

   c)    PREFCO Ten Limited Partnership (CT) - a 99.9% limited
                  partnership interest of PREFCO Ten Limited Partnership is held
   by EntreCap Real Estate II LLC and 0.1% general
 partnership is held by PREFCO X Holdings LLC.

d)    PREFCO Vingt LLC (CT)                             

    e)    PREFCO Twenty Limited Partnership (CT) - a 99% limited
                partnership interest of PREFCO Twenty Limited Partnership is
      held by EntreCap Real Estate II LLC and 1% general
partnership is held by PREFCO Vingt LLC.    

2.     Plaza Drive Properties, LLC (DE)                               

3.     MTL Leasing, LLC (DE)                                          

a)    PREFCO IX Realty LLC (CT)                         

b)    PREFCO XIV Holdings LLC (CT)                      

         c)    PREFCO Fourteen Limited Partnership (CT) -  a 99.9% limited
               partnership interest of PREFCO Fourteen Limited Partnership
               is held by MTL Leasing, LLC and 0.1% general partnership is
held by PREFCO XIV Holdings LLC.            

d)    1320 Venture LLC (DE)                             

                i)  1320 Owner LP (DE) - a 99.9% limited partnership of 1320
                 Owner LP is held by 1320 Venture LLC and 0.1% general
partnership is held by 1320 GP LLC. 

e)    1320 GP LLC (DE)                                  

E.    MetLife Chile Inversiones Limitada (Chile) - 70.4345328853% of MetLife    
   Chile Inversiones Limitada is owned by MetLife, Inc., 26.6071557459% by
American Life Insurance Company ("ALICO"), 2.9583113284% is owned by
 Inversiones MetLife Holdco Dos Limitada and 0.0000000404% is owned by
Natilportem Holdings, Inc.                                          

  1.    MetLife Chile Seguros de Vida S.A. (Chile) - 99.9969% of MetLife
       Chile Seguros de Vida S.A. is held by MetLife Chile Inversiones
    Limitada and 0.0031% by International Technical and Advisory
Services Limited ("ITAS").                              

      a)    MetLife Chile Administradora de Mutuos Hipotecarios S.A.
              (Chile) - 99.99% of MetLife Chile Administradora de Mutuos
               Hipotecarios S.A.  is held by MetLife Chile Seguros de Vida
                 S.A. and 0.01% is held by MetLife Chile Inversiones Limitada.

2.    Legal Chile S.A. (Chile) - 51% of Legal Chile S.A. is owned by
        MetLife Chile Inversiones Limitada and the remaining interest is
owned by a third party.                                 

        a)    Legagroup S.A. (Chile) - 99% of Legagroup S.A. is owned by
             Legal Chile S.A. and the remaining interest is owned by a
third party.                                

3.    Inversiones MetLife Holdco Tres Limitada (Chile) - 99.9% of   
          Inversiones MetLife Holdco Tres Limitada is owned by MetLife Chile
     Inversiones Limitada and 0.1% is owned by Inversiones MetLife
Holdco Dos Limitada.                                    

         a)    MetLife Chile Acquisition Co. S.A. (Chile) - 45% of MetLife
              Chile Acquisition Co. S.A. is owned by Inversiones MetLife
            Holdco Dos Limitada, 45% is owned by Inversiones MetLife
          Holdco Tres Limitada and 10% is owned by MetLife Chile
Inversiones Limitada.                       

             i)    Inversiones Previsionales S.A. (Chile) - 99.999% of
                        Inversiones Previsionales S.A. is owned by MetLife Chile
                       Acquisition Co. S.A. and 0.001% is owned by Inversiones
MetLife Holdco Tres Limitada.   

                      aa)   AFP Provida S.A. (Chile) - 51.62% of AFP Provida
                            S.A. is owned by Inversiones Previsionales S.A.,
                           21.97% is owned indirectly (by means of ADR) by
                         MetLife Chile Acquisition Co. S.A., 17.79% is
                           owned directly by MetLife Chile Acquisition Co.
                             S.A. and the remainder is owned by third parties.

                             1)    Provida Internacional S.A. (Chile) - 99.99%
                                 of Provida Internacional S.A. is owned by
                                 AFP Provida S.A. and 0.01% by Inversiones
          Previsionales S.A.

                                    ii)   AFP Genesis Administradora de Fondos y
                                         Fidecomisos S.A. (Ecuador) - 99.9997%
                                    of AFP Genesis Administradora de
                                         Fondos y Fidecomisos S.A. is owned by
                                          Provida Internacional S.A. and 0.0003%
                                         is owned by Inversiones Previsionales
        S.A.

 4.    MetLife Chile Seguros Generales S.A. (Chile) - 99.9% of MetLife
           Chile Seguros Generales, S.A. is owned by MetLife Chile Inversiones
Limitada and 0.1% is owned by ITAS.                     

F.    MetLife Securities, Inc. (DE)                                             

G.    Enterprise General Insurance Agency, Inc. (DE)                            

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H.    Metropolitan Property and Casualty Insurance Company (RI)                 

1.    Metropolitan General Insurance Company (RI)                   

2.    Metropolitan Casualty Insurance Company (RI)                  

  3.    Metropolitan Direct Property and Casualty Insurance Company (RI)

4.    MetLife Auto & Home Insurance Agency, Inc. (RI)               

 5.    Metropolitan Group Property and Casualty Insurance Company (RI)

     a)    Metropolitan Reinsurance Company (U.K.) Limited (United
Kingdom)                                    

6.    Metropolitan Lloyds, Inc. (TX)                                

  a)    Metropolitan Lloyds Insurance Company of Texas (TX)-
                 Metropolitan Lloyds Insurance Company of Texas, an affiliated
           association, provides automobile, homeowner and related
           insurance for the Texas market. It is an association of
                individuals designated as underwriters. Metropolitan Lloyds,
            Inc., a subsidiary of Metropolitan Property and Casualty
                 Insurance Company, serves as the attorney-in-fact and manages
the association.                            

7.    Economy Fire & Casualty Company (IL)                          

a)    Economy Preferred Insurance Company (IL)          

b)    Economy Premier Assurance Company (IL)            

I.    MetLife Investors Insurance Company (MO)                                  

J.    First MetLife Investors Insurance Company (NY)                            

K.    Newbury Insurance Company, Limited (DE)                                   

L.    MetLife Investors Group, Inc. (DE)                                        

1.    MetLife Investors Distribution Company (MO)                   

2.    MetLife Advisers, LLC (MA)                                    

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M.    MetLife International Holdings, Inc. (DE)                                 

1.    MetLife Mexico Cares, S.A. de C.V. (Mexico)                   

a)    Fundacion MetLife Mexico, A.C. (Mexico)           

2.    Natiloportem Holdings, Inc. (DE)                              

       a)    Excelencia Operativa y Tecnologica, S.A. de C.V. (Mexico)

             i)   MLA Comercial, S.A. de C.V. (Mexico) 99% is owned by
                     Excelencia Operativa y Tecnologica, S.A. de C.V. and 1%
            is owned by MetLife Mexico Cares, S.A. de C.V.

             ii)  MLA Servicios, S.A. de C.V. (Mexico) 99% is owned by
                     Excelencia Operativa y Tecnologica, S.A. de C.V. and 1%
            is owned by MetLife Mexico Cares, S.A. de C.V.

   3.    PNB MetLife India Insurance Company Limited (India)- 26% is owned
         by MetLife International Holdings, Inc. and 74% is owned by third
parties.                                                

4.    Metropolitan Life Insurance Company of Hong Kong Limited (Hong
         Kong)- 99.99935% is owned by MetLife International Holdings, Inc.
and 0.00065% is owned by Natiloporterm Holdings, Inc.   

5.    MetLife Seguros S.A. (Argentina)- 79.3196% is owned by MetLife
      International Holdings, Inc., 2.6753% is owned by Natiloportem
Holdings, Inc., 16.2046% by ALICO and 1.8005% by ITAS.  

6.    Metropolitan Life Seguros e Previdencia Privada S.A. (Brazil)-
 66.662% is owned by MetLife International Holdings, Inc.,
33.337% is owned by MetLife Worldwide Holdings, Inc. and
0.001% is owned by Natiloportem Holdings, Inc.          

7.    MetLife Global, Inc. (DE)                                     

     8.    MetLife Administradora de Fundos Multipatrocinados Ltda. (Brazil) -
       99.99998% of MetLife Administradora de Fundos Multipatrocinados
           Ltda. is owned by MetLife International Holdings, Inc. and 0.00002%
by Natiloportem Holdings, Inc.                          

9.    MetLife Services Limited (United Kingdom)                     

   10.   MetLife Seguros de Retiro S.A. (Argentina) - 95.5883% is owned by
 MetLife International Holdings, Inc., 3.1102% is owned by
          Natiloportem Holdings, Inc., 1.3014% by ALICO and 0.0001% by ITAS.

11.   Best Market S.A. (Argentina) - 5% of the shares are held by   
Natiloportem Holdings, Inc. and 95% is owned by MetLife 
International Holdings Inc.                             

  12.   Compania Inversora MetLife S.A. (Argentina) - 95.46% is owned by
  MetLife International Holdings, Inc. and 4.54% is owned by
Natiloportem Holdings, Inc.                             

          a)    MetLife Servicios S.A. (Argentina) - 18.87% of the shares of
         MetLife Servicios S.A. are held by Compania Inversora
                MetLife S.A., 79.88% is owned by MetLife Seguros S.A., 0.99%
               is held by Natiloportem Holdings, Inc. and 0.26% is held by
MetLife Seguros de Retiro S.A.              

13.   MetLife Worldwide Holdings, Inc. (DE)                         

a)    MetLife Direct Co., LTD. (Japan)                  

b)    MetLife Limited (Hong Kong)                       

14.   MetLife International Limited, LLC (DE)                       

   15.   MetLife Planos Odontologicos Ltda. (Brazil) - 99.999% is owned by
   MetLife International Holdings, Inc. and 0.001% is owned by
Natiloportem Holdings, Inc.                             

16.   MetLife Ireland Holdings One Limited (Ireland)                

a)    MetLife Global Holdings Corporation S.A. de C.V.  
                 (Mexico/Ireland) - 98.9% is owned by MetLife Ireland Holdings
          One Limited and 1.1% is owned by MetLife International
Limited, LLC.                               

    i)    MetLife Ireland Treasury Limited (Ireland)

                   a)    MetLife General Insurance Limited (Australia)

                       b)    MetLife Insurance Limited (Australia) - 91.16468%
                             of MetLife Insurance Limited (Australia) is owned
                            by MetLife Ireland Treasury Limited and 8.83532%
                             is owned by MetLife Global Holdings Corp. S.A. de
C.V.                

                    1)    The Direct Call Centre PTY Limited
   (Australia)

                             2)    MetLife Investments PTY Limited (Australia)

                                    aa)   MetLife Insurance and Investment Trust
                                       (Australia) - MetLife Insurance and
                                        Investment Trust is a trust vehicle,
                                   the trustee of which is MetLife
                                          Investments PTY Limited ("MIPL"). MIPL
                                   is a wholly owned subsidiary of
                              MetLife Insurance Limited.

                  ii)   Metropolitan Global Management, LLC (DE/Ireland) - 99.7%
                       is owned by MetLife Global Holdings Corporation S.A. de
               C.V. and 0.3% is owned by MetLife International
Holdings, Inc.                  

                      a)    MetLife Pensiones Mexico S.A. (Mexico)- 97.4738%
                           is owned by Metropolitan Global Management, LLC
                         and 2.5262% is owned by MetLife International
Holdings, Inc.      

                       b)    MetLife Mexico Servicios, S.A. de C.V. (Mexico) -
                           98% is owned by Metropolitan Global Management,
                        LLC and 2% is owned by MetLife International
Holdings, Inc.      

                       c)    MetLife Mexico S.A. (Mexico)- 99.050271% is owned
                      by Metropolitan Global Management, LLC and
                       0.949729% is owned by MetLife International
Holdings, Inc.      

                              1)    MetLife Afore, S.A. de C.V. (Mexico)- 99.99%
                                    is owned by MetLife Mexico S.A. and 0.01% is
                              owned by MetLife Pensiones Mexico S.A.

                                   aa)    Met1 SIEFORE, S.A. de C.V. (Mexico)-
                                       99.99% is owned by MetLife Afore,
                                        S.A. de C.V. and 0.01% is owned by
                         MetLife Mexico S.A.

                                   bb)    Met2 SIEFORE, S.A. de C.V. (Mexico)-
                                       99.99% is owned by MetLife Afore,
                                        S.A. de C.V. and 0.01% is owned by
                         MetLife Mexico S.A.

                                   cc)    MetA SIEFORE Adicional, S.A. de C.V.
                                          (Mexico)- 99.99% is owned by MetLife
                                      Afore, S.A. de C.V. and 0.01% is
                                  owned by MetLife Mexico S.A.

                                dd)    Met3 SIEFORE Basica, S.A. de C.V.
                                           (Mexico) - 99.99% is owned by MetLife
                                      Afore, S.A. de C.V. and 0.01% is
                                  owned by MetLife Mexico S.A.

                                    ee)    Met4 SIEFORE, S.A. de C.V. (Mexico) -
                                       99.99% is owned by MetLife Afore,
                                        S.A. de C.V. and 0.01% is owned by
                         MetLife Mexico S.A.

                                    ff)    Met5 SIEFORE, S.A. de C.V. (Mexico) -
                                       99.99% is owned by MetLife Afore,
                                        S.A. de C.V. and 0.01% is owned by
                         MetLife Mexico S.A.

                   2)    ML Capacitacion Comercial S.A. de
                              C.V.(Mexico) - 99% is owned by MetLife
                              Mexico S.A. and 1% is owned by MetLife
                  Mexico Cares, S.A. de C.V.

                  d)    MetLife Saengmyoung Insurance Co. Ltd. (also
                       known as MetLife Insurance Company of Korea
                      Limited) (South Korea)- 14.64% is owned by
                       MetLife Mexico, S.A. and 85.36% is owned by
                Metropolitan Global Management, LLC.

e)    GlobalMKT S.A. (Uruguay)  

17.   MetLife Asia Limited (Hong Kong)                              

 18.   AmMetLife Insurance Berhad (Malaysia) - 50.000001% of AmMetLife
         Insurance Berhad is owned by MetLife International Holdings, Inc.
and the remainder is owned by a third party.            

19.   AmMetLife Takaful Berhad (Malaysia) - 49.999999% of AmMetLife 
           Takaful Berhad is owned by MetLife International Holdings, Inc. and
the remainder is owned by a third party.                

N.    Metropolitan Life Insurance Company ("MLIC") (NY)                         

1.    334 Madison Euro Investments, Inc. (DE)                       

2.    St. James Fleet Investments Two Limited (Cayman Islands)      

    a)    Park Twenty Three Investments Company (United Kingdom)

               i)    Convent Station Euro Investments Four Company (United
Kingdom)                        

                    aa)    OMI MLIC Investments Limited (Cayman Islands)

3.    CRB Co., Inc. (MA)                                            

4.    MLIC Asset Holdings II LLC (DE)                               

a)    El Conquistador MAH II LLC (DE)                   

         b)    Mansell Office LLC (DE) - 73.0284% of Mansell Office LLC is
                owned by MLIC Asset Holdings II LLC and 26.9716% is owned by
MLIC CB Holdings LLC.                       

         c)    Mansell Retail LLC (DE) - 73.0284% of Mansell Retail LLC is
                owned by MLIC Asset Holdings II LLC and 26.9716% is owned by
MLIC CB Holdings LLC.                       

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5.    CC Holdco Manager, LLC (DE)                                   

6.    Alternative Fuel I, LLC (DE)                                  

7.    Transmountain Land & Livestock Company (MT)                   

8.    MetPark Funding, Inc. (DE)                                    

9.    HPZ Assets LLC (DE)                                           

10.   Missouri Reinsurance, Inc. (Cayman Islands)                   

11.   Metropolitan Tower Realty Company, Inc. (DE)                  

a)    Midtown Heights, LLC (DE)                         

12.   MetLife Real Estate Cayman Company (Cayman Islands)           

13.   MetLife RC SF Member, LLC (DE)                                

14.   MetLife Private Equity Holdings, LLC (DE)                     

15.   23rd Street Investments, Inc. (DE)                            

      a)    MetLife Capital Credit L.P. (DE)- 1% General Partnership
             interest is held by 23rd Street Investments, Inc. and 99%
             Limited Partnership interest is held by Metropolitan Life
Insurance Company.                          

   b)    MetLife Capital, Limited Partnership (DE)- 1% General
                 Partnership interest is held by 23rd Street Investments, Inc.
                and 99% Limited Partnership interest is held by Metropolitan
Life Insurance Company.                     

          i)    Long Island Solar Farm, LLC ("LISF")(DE) - 9.61%
                 membership interest is held by MetLife Renewables
                      Holding, LLC and 90.39% membership interest is held by
                 LISF Solar Trust in which MetLife Capital Limited
         Partnership has 100% beneficial interest.

16.   Hyatt Legal Plans, Inc. (DE)                                  

a)    Hyatt Legal Plans of Florida, Inc. (FL)           

17.   MetLife Holdings, Inc. (DE)                                   

a)    MetLife Credit Corp. (DE)                         

b)    MetLife Funding, Inc. (DE)                        

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18.   MetLife Investments Asia Limited (Hong Kong)                  

19.   MetLife Investments Limited (United Kingdom)- 23rd Street     
         Investments, Inc. holds one share of MetLife Investments Limited.

      20.   MetLife Latin America Asesorias e Inversiones Limitada (Chile)- 23rd
     Street Investments, Inc. holds 0.01% of MetLife Latin America
Asesorias e Inversiones Limitada.                       

21.   New England Life Insurance Company (MA)                       

a)    New England Securities Corporation (MA)           

22.   General American Life Insurance Company (MO)                  

a)    GALIC Holdings LLC (DE)                           

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23.   Corporate Real Estate Holdings, LLC (DE)                      

   24.   Ten Park SPC (Cayman Islands) - 1% voting control of Ten Park SPC
is held by 23rd Street Investments, Inc.                

25.   MetLife Tower Resources Group, Inc. (DE)                      

26.   Headland-Pacific Palisades, LLC (CA)                          

    27.   Headland Properties Associates (CA) - 99% is owned by Metropolitan
  Life Insurance Company and 1% is owned by Headland-Pacific
Palisades, LLC.                                         

28.   WFP 1000 Holding Company GP, LLC (DE)                         

29.   White Oak Royalty Company (OK)                                

30.   500 Grant Street GP LLC (DE)                                  

   31.   500 Grant Street Associates Limited Partnership (CT) - 99% of 500
           Grant Street Associates Limited Partnership is held by Metropolitan
 Life Insurance Company and 1% by 500 Grant Street GP LLC.

     32.   MetLife Mall Ventures Limited Partnership (DE) - 99% LP interest of
            MetLife Mall Ventures Limited Partnership is owned by MLIC and 1% GP
    interest is owned by Metropolitan Tower Realty Company, Inc.

         a)   HMS Master Limited Partnership (DE) - 60% LP interest of HMS
              Master Limited Partnership is owned by MetLife Mall Ventures
            Limited Partnership. A 40% LP interest is owned by a third
           party. Metropolitan Tower Realty Company, Inc. is the GP.

i)   HMS Southpark Residential LLC (DE)       

33.   MetLife Retirement Services LLC (NJ)                          

a)   MetLife Associates LLC (DE)                        

34.   Euro CL Investments, LLC (DE)                                 

35.   MEX DF Properties, LLC (DE)                                   

   36.   MSV Irvine Property, LLC (DE) - 4% of MSV Irvine Property, LLC is
         owned by Metropolitan Tower Realty Company, Inc. and 96% is owned
by Metropolitan Life Insurance Company                  

37.   MetLife Properties Ventures, LLC (DE)                         

a)   Citypoint Holdings II Limited (United Kingdom)     

38.   Housing Fund Manager, LLC (DE)                                

       a)   MTC Fund I, LLC (DE) - 0.01% of MTC Fund I, LLC is held by
               Housing Fund Manager, LLC. - Housing Fund Manager, LLC is the
               managing member LLC and the remaining interests are held by a
third party member.                           

         b)   MTC Fund II, LLC (DE) - 0.01% of MTC Fund II, LLC is held by
               Housing Fund Manager, LLC. - Housing Fund Manager, LLC is the
               managing member LLC and the remaining interests are held by a
third party member.                           

           c)   MTC Fund III, LLC (DE) - 0.01% of MTC Fund III, LLC is held by
               Housing Fund Manager, LLC. - Housing Fund Manager, LLC is the
               managing member LLC and the remaining interests are held by a
third party member.                           

39.   MLIC Asset Holdings LLC (DE)                                  

40.   85 Broad Street Mezzanine LLC (DE)                            

a)   85 Broad Street LLC (DE)                           

41.   The Building at 575 Fifth Avenue Mezzanine LLC (DE)           

a)   The Building at 575 Fifth LLC (DE)                 

42.   ML Bridgeside Apartments LLC (DE)                             

   43.   Para-Met Plaza Associates (FL)- 75% of the General Partnership is
          held by Metropolitan Life Insurance Company and 25% of the General
      Partnership is held by Metropolitan Tower Realty Company, Inc.

44.   MLIC CB Holdings LLC (DE)                                     

45.   Met II Office Mezzanine LLC, (FL) - 10.4167% of the membership
          interest is owned by Metropolitan Tower Life Insurance Company and
 89.5833% is owned by Metropolitan Life Insurance Company.

a)   Met II Office LLC (FL)                             

46.   The Worthington Series Trust (DE)                             

    47.   MetLife CC Member, LLC (DE) - 63.415% of MetLife CC Member, LLC is
       held by Metropolitan Life Insurance Company, 17.073% by MetLife
     Investors USA Insurance Company, 14.634% by MetLife Insurance
            Company of Connecticut and 4.878% by General American Life Insurance
Company.                                                

48.   Oconee Hotel Company, LLC (DE)                                

49.   Oconee Land Company, LLC (DE)                                 

a)  Oconee Land Development Company, LLC (DE)           

b)  Oconee Golf Company, LLC (DE)                       

c)  Oconee Marina Company, LLC (DE)                     

50.   1201 TAB Manager, LLC (DE)                                    

51.   MetLife 1201 TAB Member, LLC (DE) - 69.66% of MetLife 1201 TAB
           Member, LLC is owned by Metropolitan Life Insurance Company, 12.07%
            is owned by MetLife Investors USA Insurance Company, 15.17% is owned
        by MetLife Insurance Company of Connecticut and 3.1% is owned by
Metropolitan Property and Casualty Insurance Company.   

          a)  1201 TAB Owner, LLC (DE) - 50% of 1201 TAB Owner, LLC is owned
               by Metlife 1201 TAB Member, LLC and the remainder is owned by a
            third party. Metlife 1201 TAB Manager, LLC is the manager of
1201 TAB Owner, LLC.                            

     52.   MetLife LHH Member, LLC (DE) - 69.23% of MetLife LHH Member, LLC is
        owned by Metropolitan Life Insurance Company, 19.78% is owned by
          MetLife Investors USA Insurance Company and 10.99% is owned by New
England Life Insurance Company.                         

53.   Ashton Southend GP, LLC (DE)                                  

    54.   Tremont Partners, LP (DE) - 99.9% LP interest of Tremont Partners,
      LP is owned by Metropolitan Life Insurance Company and 0.1% GP
interest is owned by Ashton Southend GP, LLC.           

55.   Riverway Residential, LP (DE) - 99.9% LP interest of Riverway 
           Residential, LP is owned by Metropolitan Life Insurance Company and
            0.1% GP interest is owned by Metropolitan Tower Realty Company, Inc.

56.   10420 McKinley Partners, LP (DE) - 99.9% LP interest of 10420 
     McKinley Partners, LP is owned by Metropolitan Life Insurance
          Company and 0.1% GP interest is owned by Metropolitan Tower Realty
Company, Inc.                                           

57.   Ardrey Kell Townhomes, LLC (DE)                               

58.   Boulevard Residential, LLC (DE)                               

59.   465 N. Park Drive, LLC (DE)                                   

60.   Ashton Judiciary Square, LLC (DE)                             

     61.   Sandpiper Cove Associates, LLC (DE) - 90.59% membership interest of
          Sandpiper Cove Associates, LLC is owned by MLIC and 9.41% is owned
by Metropolitan Tower Realty Company.                   

62.   1900 McKinney Properties, LP (DE) - 99.9% LP interest of 1900 
        McKinney Properties, LP is owned by MLIC and 0.1% GP interest is
owned by Metropolitan Tower Realty Company, Inc.        

63.   Marketplace Residences, LLC (DE)                              

64.   ML Swan Mezz, LLC (DE)                                        

a)    ML Swan GP, LLC (DE)                              

65.   ML Dolphin Mezz, LLC (DE)                                     

a)    ML Dolphin GP, LLC (DE)                           

66.   Haskell East Village, LLC (DE)                                

67.   MetLife Cabo Hilton Member, LLC (DE) - 54.129% of MetLife Cabo
           Hilton Member, LLC is owned by MLIC, 16.9% by General American Life
           Insurance Company, 16.9% by MetLife Investors USA Insurance Company
and 12.071% by MetLife Insurance Company of Connecticut.

68.   ML Terraces, LLC (DE)                                         

69.   Chestnut Flats Wind, LLC (DE)                                 

70.   MetLife 425 MKT Member, LLC (DE)                              

  a)   425 MKT, LLC (DE) - 52.5% of 425 MKT, LLC is owned by
           MetLife 425 MKT Member, LLC and 47.5% is owned by a third
              party. MetLife 425 MKT Member, LLC is the managing member of
425 MKT, LLC.                                 

             i)   425 MKT REIT, LLC (DE) - 99.9% of 425 MKT REIT, LLC is
                 owned by 425 MKT, LLC and the remaining 0.1% by third
parties.                            

71.   MetLife OFC Member, LLC (DE)                                  

        a)   OFC Boston, LLC (DE) - 52.5% of OFC Boston, LLC is owned by
              MetLife OFC Member, LLC and 47.5% is owned by a third party.

              i)   OFC REIT, LLC (DE) - 99.9% of OFC REIT, LLC is owned by
               OFC Boston and the remaining 0.1% is owned by third
parties.                            

        1)   Dewey Square Tower Associates, LLC (MA)

   72.   MetLife THR Investor, LLC (DE) - 85% of MetLife THR Investor, LLC
is owned by MLIC and 15% is owned by MICC.              

  73.   ML Southmore, LLC (DE) - 75.12% of ML Southmore, LLC is owned by
MLIC and 24.88% is owned by MICC.                       

74.   ML - AI MetLife Member 1, LLC (DE) - 83.675% of the membership
        interest is owned by MLIC, 5.762% by MICC, 5.762% by MLI USA and
       4.801% by Metropolitan Property and Casualty Insurance Company.

         a)   ML - AI Venture 1, LLC (DE) - 51% of ML-AI Venture 1, LLC is
            owned by ML-AI MetLife Member 1, LLC and 49% is owned by a
              third party. MetLife Investment Management, LLC is the asset
manager.                                      

i)   ML-AI 125 Wacker, LLC (DE)               

75.   MetLife CB W/A, LLC (DE)                                      

 76.   MetLife Camino Ramon Member, LLC (DE) - 78.6% of MetLife Camino
      Ramon Member, LLC is owned by MLIC and 21.4% is owned by MICC.

77.   10700 Wilshire, LLC (DE)                                      

78.   Viridian Miracle Mile, LLC (DE)                               

79.   MetLife Canada Solar ULC (Canada)                             

     80.   MetLife 555 12th Member, LLC (DE) - MetLife 555 12th Member, LLC is
          owned at 69.4% by MLIC, 20.2% by MICC, 5.4% by GALIC and 5% by MLI
USA.                                                    

            a)   555 12th, LLC (DE) - 52.5% of 555 12th, LLC is owned by MetLife
          555 12th Member, LLC and the remainder by a third party.

i)   555 12 REIT, LLC (DE)                    

O.    MetLife Capital Trust IV (DE)                                             

P.    MetLife Insurance Company of Connecticut ("MICC") (CT) - 86.72% is owned  
by MetLife, Inc. and 13.28% by MetLife Investors Group, Inc.        

1.    MetLife Property Ventures Canada ULC (Canada)                 

      2.    Pilgrim Alternative Investments Opportunity Fund III Associates, LLC
    (CT) - 67% is owned by MICC and 33% is owned by third party.

3.    Metropolitan Connecticut Properties Ventures, LLC (DE)        

4.    MetLife Canadian Property Ventures LLC (NY)                   

5.    Euro TI Investments LLC (DE)                                  

6.    Greenwich Street Investments, L.L.C. (DE)                     

  a)    Greenwich Street Capital Offshore Fund, Ltd. (Virgin
Islands)                                    

b)    Greenwich Street Investments, L.P. (DE)           

7.    One Financial Place Corporation (DE) - 100% is owned in the   
aggregate by MICC.                                      

8.    MetLife USA Assignment Company (CT)                           

9.    TIC European Real Estate LP, LLC (DE)                         

10.   MetLife European Holdings, LLC (DE)                           

11.   Travelers International Investments Ltd. (Cayman Islands)     

12.   Euro TL Investments LLC (DE)                                  

13.   Corrigan TLP LLC (DE)                                         

14.   TLA Holdings LLC (DE)                                         

a)    The Prospect Company (DE)                         

     15.   TRAL & Co. (CT) - TRAL & Co. is a general partnership. Its partners
are MICC and Metropolitan Life Insurance Company.       

16.   MetLife Investors USA Insurance Company ("MLI USA") (DE)      

a)    MetLife Renewables Holding, LLC (DE)              

i)    Greater Sandhill I, LLC (DE)          

17.   TLA Holdings II LLC (DE)                                      

18.   TLA Holdings III LLC (DE)                                     

 19.   MetLife Greenstone Southeast Venture, LLC (DE) - 95% of MetLife
          Greenstone Southeast Venture, LLC is owned by MICC and 5% is owned
by Metropolitan Connecticut Properties Ventures, LLC.   

a)    MLGP Lakeside, LLC (DE)                           

     20.   Sino-US United MetLife Insurance Co., Ltd. (China) - Sino-US United
            MetLife Insurance Co., Ltd. is owned at 27.8% by MICC, 22.2% by MLIC
and 50% by a third party.                               

Q.    MetLife Reinsurance Company of South Carolina (SC)                        

R.    MetLife Investment Management, LLC (DE)                                   

1.   MetLife Alternatives GP, LLC (DE)                              

         a)   MetLife International PE Fund I, LP (Cayman Islands) - 92.593%
               of the Limited Partnership interests of this entity is owned by
             MetLife Alico Life Insurance K.K., 4.115% is owned by MetLife
               Mexico S.A., 2.716% is owned by MetLife Limited (Hong Kong) and
            the remaining 0.576% is owned by Metropolitan Life Insurance
Company of Hong Kong Limited.                   

b)   MetLife International PE Fund II, LP (Cayman Islands)

       c)   MetLife International HF Partners, LP (Cayman Islands) - The
         General Partnership Interests of MetLife International HF
               Partners, LP is held by MetLife Alternatives GP, LLC; 91.49% of
           the Limited Partnership Interests is owned by MetLife Alico
           Life Insurance K.K. and 8.51% is owned by MetLife Insurance
Company of Korea Limited.                       

2.   MetLife Loan Asset Management LLC (DE)                         

3.   MetLife Core Property Fund GP, LLC (DE)                        

           a)   MetLife Core Property Fund, LP (DE) - MetLife Core Property Fund
                GP, LLC is the general partner of MetLife Core Property Fund, LP
               (the "Fund"). A substantial majority of the limited partnership
              interests in the Fund are held by third parties. The following
           affiliates hold a minority share of the limited partnership
               interests in the Fund: Metropolitan Life Insurance Company owns
            23.7%, General American Life Insurance Company owns 0.1% and
   MetLife Insurance Company of Connecticut owns 0.2%.

i)   MetLife Core Property REIT, LLC (DE)       

                  aa)   MetLife Core Property Holdings, LLC (DE) - MetLife
                     Core Property Holdings, LLC holds the following
                        single-property limited liability companies: MCP 7
                           Riverway, LLC; MCP SoCal Industrial-Redondo, LLC; MCP
                 SoCal Industrial-Springdale, LLC; MCP SoCal
          Industrial-Concourse, LLC; MCP SoCal
         Industrial-Kellwood, LLC; MCP SoCal
                           Industrial-Bernado, LLC; MCP SoCal Industrial-Canyon,
                       LLC; MCP SoCal Industrial-Anaheim, LLC; MCP SoCal
                          Industrial-LAX, LLC; MCP SoCal Industrial-Fullerton,
                       LLC; MCP SoCal Industrial-Ontario, LLC; MCP SoCal
                        Industrial-Loker, LLC; MCP Paragon Point, LLC; MCP
                         4600 South Syracuse, LLC; MCP The Palms Doral, LLC;
                          MCP Waterford Atrium, LLC; MCP EnV Chicago, LLC; MCP
                        100 Congress, LLC; MCP 1900 McKinney, LLC; MCP 550
                         West Washington, LLC; MCP Main Street Village, LLC;
                        MCP Lodge At Lakecrest, LLC; MCP Ashton South End,
    LLC and MCP 3040 Port Oak, LLC

S.    MetLife Standby I, LLC (DE)                                               

1.   MetLife Exchange Trust I (DE)                                  

T.    MetLife Services and Solutions, LLC (DE)                                  

1.   MetLife Solutions Pte. Ltd. (Singapore)                        

a)    MetLife Services East Private Limited (India)       

    b)    MetLife Global Operations Support Center Private Limited
                 (India) - 99.99999% is owned by MetLife Solutions Pte. Ltd. and
  0.00001% is owned by Natiloportem Holdings, Inc.

U.    SafeGuard Health Enterprises, Inc. (DE)                                   

1.   MetLife Health Plans, Inc. (DE)                                

2.   SafeGuard Health Plans, Inc. (CA)                              

3.   SafeHealth Life Insurance Company (CA)                         

4.   SafeGuard Health Plans, Inc. (FL)                              

5.   SafeGuard Health Plans, Inc. (NV)                              

6.   SafeGuard Health Plans, Inc. (TX)                              

V.    MetLife Capital Trust X (DE)                                              

W.    Cova Life Management Company (DE)                                         

X.    MetLife Reinsurance Company of Charleston (SC)                            

Y.    MetLife Reinsurance Company of Vermont (VT)                               

Z.    Delaware American Life Insurance Company (DE)                             

AA.   Federal Flood Certification LLC (TX)                                      

AB.   American Life Insurance Company (ALICO) (DE)                              

1.    MetLife ALICO Life Insurance K.K. (Japan)                     

a)  Communication One Kabushiki Kaisha (Japan)    

b)  Financial Learning Kabushiki Kaisha (Japan)   

2.    MetLife Global Holding Company I GmbH (Swiss I) (Switzerland) 

   a)  MetLife Global Holding Company II GmbH (Swiss II)
(Switzerland)                             

              i)  MetLife Emeklilik ve Hayat A.S. (Turkey) - 99.98% of
                 MetLife Emeklilik ve Hayat A.S. is owned by Metlife
               Global Holding Company II GmbH (Swiss II) and the
remainder by third parties.       

   ii) ALICO European Holdings Limited (Ireland)

aa) ZAO Master D (Russia)         

                     1) Closed Joint Stock Company MetLife Insurance
                        Company (Russia) - 51% of Closed Joint Stock
                             Company MetLife Insurance Company is owned by ZAO
                       Master D and 49% is owned by MetLife Global
    Holding Company II GmbH.

       iii) MetLife EU Holding Company Limited (Ireland)

                   aa) MetLife Europe Limited (Ireland) - 93% of MetLife
                           Europe Limited is owned by MetLife EU Holding Company
       Limited and 7% is owned by ALICO.

                          1. MetLife Pension Trustees Limited (United Kingdom)

bb) Agenvita S.r.l. (Italy)       

                    cc) MetLife Europe Insurance Limited (Ireland)- 93% of
                          MetLife Europe Insurance Limited is owned by MetLife
                          EU Holding Company Limited and 7% is owned by ALICO.

           dd) MetLife Europe Services Limited (Ireland)

            ee) MetLife Insurance Limited (United Kingdom)

  ff) MetLife Limited (United Kingdom)

             gg) MetLife Services, Sociedad Limitada (Spain)

                  hh) MetLife Insurance S.A./NV (Belgium) - 99.999% of
                      MetLife Insurance S.A./NV is owned by MetLife EU
                    Holding Company Limited and 0.001% is owned by
Natilportem Holdings, Inc.

   ii) MetLife Solutions S.A.S. (France)

  jj) Metlife Biztosito Zrt. (Hungary)

                          1) First American-Hungarian Insurance Agency Limited
(Hungary)           

              kk) Metropolitan Life Asigurari S.A. (Romania) -
                        99.9982018% of Metropolitan Life Asigurari S.A. is
                         owned by MetLife EU Holding Company Limited and the
                    remaining 0.0017982% is owned by International
              Technical and Advisory Services Limited.

                       1) ALICO Societate de Administrare a unui Fond de
                      Pensii Administrat Privat S.A. (Romania) -
                              99.9836% of ALICO Societate de Administrare a unui
                              Fond de Pensii Administrat Privat S.A. is owned by
                           Metropolitan Life Asigurari S.A. and 0.0164% is
               owned by MetLife Services Sp z.o.o.

                    2) Metropolitan Training and Consulting S.R.L.
(Romania)           

                      3) APF Societate de Administrare a Fondurilor De
                          Pensii Facultative (APF) (Romania) - 99.99% of
                            APF is owned by Metropolitan Life Asigurari S.A.
       and 0.01% is owned by ITAS.

             ll) MetLife AMSLICO poist'ovna, a.s. (Slovakia)

                        1) ALICO Services Central Europe s.r.o. (Slovakia)

                      2) ALICO Funds Central Europe sprav. spol., a.s.
(Slovakia)          

           mm) MetLife pojist'ovna a.s. (Czech Republic)

             nn) MetLife Towarzystwo Ubiezpieczen na Zycie I
Reasekuracji S.A. (Poland)

            a) MetLife Services Sp z.o.o. (Poland)

                      b) MetLife Towartzystwo Funduszy Inwestycyjnych,
S.A. (Poland)       

                        c) AMPLICO Powszechne Towartzystwo Emerytalne S.A.
                            (Poland) - 50% of AMPLICO Powszechne Towarzystwo
                           Emerytalne S.A. is owned by MetLife Towarzystwo
                             Ubiezpieczen na Zycie I Reasekuracji S.A. and the
                        remaining 50% is owned by MetLife EU Holding
Company Limited.    

            oo) MetLife Holdings (Cyprus) Limited (Cyprus)

                         a) American Life Insurance Company (Cyprus) Limited
(Cyprus)            

                      pp) ALICO Bulgaria Zhivotozastrahovatelno Druzhestvo EAD
(Bulgaria)                

                    qq) MetLife Alico Life Insurance Company S.A. (Greece)

                        a) ALICO Mutual Fund Management Company (Greece) -
                          90% of ALICO Mutual Fund Management Company is
                              owned by MetLife Alico Life Insurance Company S.A.
                             (Greece) and the remaining interests are owned by
third parties.      

3.    Pharaonic American Life Insurance Company (Egypt) - 84.125% of
           Pharaonic American Life Insurance Company is owned by ALICO and the
remaining interests are owned by third parties.         

     4.    American Life Insurance Company (Pakistan) Ltd. (Pakistan) - 81.96%
            of American Life Insurance Company (Pakistan) Ltd. is owned by ALICO
and the remaining interests are owned by third parties. 

5.    International Investment Holding Company Limited (Russia)     

6.    MetLife Akcionarsko Drustvo za Zivotno Osiguranje (Serbia) -  
        99.98% of MetLife Akcionarska Drustvoza za Zivotno Osiguranje is
owned by ALICO and the remaining 0.02% is owned by ITAS.

7.    ALICO Management Services Limited (United Kingdom)            

   8.    ALICO Trustees U.K. Ltd. (United Kingdom) - 50% of ALICO Trustees
          U.K. Ltd. is owned by ALICO and the remaining interest is owned by
ITAS.                                                   

9.    PJSC MetLife (Ukraine) - 99.9988% of PJSC ALICO Ukraine is    
            owned by ALICO 0.0006% is owned by ITAS and the remaining 0.0006% is
owned by Borderland Investment Limited.                 

10.   Borderland Investment Limited (USA-Delaware)                  

           a)    ALICO Hellas Single Member Limited Liability Company (Greece)

11.   International Technical and Advisory Services Limited ("ITAS")
(USA-Delaware)                                          

12.   ALICO Operations Inc. (USA-Delaware)                          

a)    MetLife Asset Management Corp. (Japan)            

   13.   MetLife Colombia Seguros de Vida S.A. (Colombia) - 94.9899823% of
           MetLife Colombia Seguros de Vida S.A. is owned by ALICO, 5.0100106%
       is owned by ITAS and the remaining interests are owned by third
parties.                                                

  14.   MetLife Mas, S.A. de C.V. (Mexico) - 99.9997546% of MetLife Mas,
   SA de CV is owned by ALICO and 0.0002454% is owned by ITAS.

      15.   MetLife Seguros S.A. (Uruguay) - 74.9187% of MetLife Seguros S.A. is
        owned by ALICO, 25.0798% by MetLife, Inc. and 0.0015% by a third
party (Oscar Schmidt).                                  

  16.   ALICO Properties, Inc. (USA-Delaware) - 51% of ALICO Properties,
       Inc. is owned by ALICO and the remaining interests are owned by
third parties.                                          

a)    Global Properties, Inc. (USA-Delaware)            

17.   Alpha Properties, Inc. (USA-Delaware)                         

18.   Beta Properties, Inc. (USA-Delaware)                          

19.   Delta Properties Japan, Inc. (USA-Delaware)                   

20.   Epsilon Properties Japan, Inc. (USA-Delaware)                 

21.   Iris Properties, Inc. (USA-Delaware)                          

22.   Kappa Properties Japan, Inc. (USA-Delaware)                   

AC.   MetLife Global Benefits, Ltd. (Cayman Islands)                            

AD.   Inversiones Metlife Holdco Dos Limitada (Chile) - 99.999338695% of        
Inversiones MetLife Holdco Dos Limitada is owned by MetLife, Inc.,  
0.00065469% is owned by MetLife International Holdings, Inc. and    
0.000006613% is owned by Natiloportem.                              

AE.   MetLife Consumer Services, Inc. (DE)                                      

AF.   MetLife Reinsurance Company of Delaware (DE)                              

1) The voting securities (excluding directors' qualifying shares, if any) of    
each subsidiary shown on the organizational chart are 100% owned by their       
respective parent corporation, unless otherwise indicated.                      

2) The Metropolitan Money Market Pool and MetLife Intermediate Income Pool are  
pass-through investment pools, of which Metropolitan Life Insurance Company     
and/or its subsidiaries and/or affiliates are general partners.                 

3) The MetLife, Inc. organizational chart does not include real estate joint    
ventures and partnerships of which MetLife, Inc. and/or its subsidiaries is an  
investment partner. In addition, certain inactive subsidiaries have also been   
omitted.                                                                        

4) MetLife Services EEIG is a cost-sharing mechanism used in the EU for EU-     
affiliated members.                                                             

 6

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ITEM 27. NUMBER OF CONTRACT OWNERS                                              

As of September 30, 2014, there were 407,520 owners of qualified contracts and  
182,116 owners of non-qualified contracts offered by the Registrant (MetLife    
Investors USA Separate Account A).                                              

ITEM 28. INDEMNIFICATION                                                        

As described in their respective governing documents, MetLife, Inc.(the 
ultimate parent of the Depositor and MetLife Investors Distribution Company,    
the Registrant's underwriter (the "Underwriter")) and the Depositor, each of    
which is incorporated in the state of Delaware, shall indemnify any person who  
is made or is threatened to be made a party to any civil or criminal suit, or   
any administrative or investigative proceeding, by reason of that person's      
service as a director, officer, or agent of the respective company, under       
certain circumstances, against liabilities and expenses incurred by such person 
(except, with respect to the Depositor, as described below regarding MetLife    
Employees).                                                                     

As described in its governing documents, the Underwriter, which is      
incorporated in the state of Missouri, may indemnify, under certain             
circumstances, any person who is made a party to any civil or criminal suit, or 
made a subject of any administrative or investigative proceeding by reason of   
the fact that he is or was a director, officer, or agent of the Underwriter.    
The Underwriter also has such other and further powers of indemnification as    
are not inconsistent with the laws of Missouri.                                 

MetLife, Inc. also has adopted a policy to indemnify employees ("MetLife
Employees") of MetLife, Inc. or its affiliates ("MetLife"), including any       
MetLife Employees serving as directors or officers of the Depositor or the      
Underwriter. Under the policy, MetLife, Inc. will, under certain circumstances, 
indemnify MetLife Employees for losses and expenses incurred in connection with 
legal actions threatened or brought against them as a result of their service   
to MetLife. The policy excludes MetLife directors and others who are not        
MetLife Employees, whose rights to indemnification, if any, are as described in 
the charter, bylaws or other arrangement of the relevant company.               

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MetLife, Inc. also maintains a Directors and Officers Liability and     
Corporate Reimbursement Insurance Policy under which the Registrant, the        
Depositor and the Underwriter, as well as certain other subsidiaries of         
MetLife, are covered. MetLife, Inc. also has secured a Financial Institutions   
Bond.                                                                           

 Insofar as indemnification for liability arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the  
Company pursuant to the foregoing provisions, or otherwise, the Company has     
been advised that in the opinion of the Securities and Exchange Commission such 
indemnification is against public policy as expressed in the Act and is,        
therefore, unenforceable. In the event that a claim for indemnification against 
such liabilities (other than the payment by the Company of expenses incurred or 
paid by a director, officer or controlling person of the Company in the         
successful defense of any action, suit or proceeding) is asserted by such       
director, officer or controlling person in connection with the securities being 
registered, the Company 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.                                                                  

ITEM 29. PRINCIPAL UNDERWRITERS                                                 

(a)  MetLife Investors Distribution Company is the principal underwriter for
the following investment companies (other than Registrant): 

Met Investors Series Trust                                                      
MetLife Investors USA Variable Life Account A                                   
MetLife Investors Variable Annuity Account One                                  
MetLife Investors Variable Life Account One                                     
First MetLife Investors Variable Annuity Account One                            
General American Separate Account Eleven                                        
General American Separate Account Twenty-Eight                                  
General American Separate Account Twenty-Nine                                   
General American Separate Account Two                                           
Security Equity Separate Account Twenty-Six                                     
Security Equity Separate Account Twenty-Seven                                   
MetLife of CT Separate Account QPN for Variable Annuities                       
MetLife of CT Fund UL for Variable Life Insurance                               
MetLife of CT Fund UL III for Variable Life Insurance                           
Metropolitan Life Variable Annuity Separate Account II                          
MetLife of CT Separate Account Eleven for Variable Annuities                    
Metropolitan Life Separate Account E                                            
Metropolitan Life Separate Account UL                                           
Paragon Separate Account A                                                      
Paragon Separate Account B                                                      
Paragon Separate Account C                                                      
Paragon Separate Account D                                                      
Metropolitan Series Fund                                                        
Metropolitan Tower Life Separate Account One                                    
Metropolitan Tower Life Separate Account Two                                    
New England Life Retirement Investment Account                                  
New England Variable Annuity Fund I                                             
New England Variable Annuity Separate Account                                   
New England Variable Life Separate Account                                      
Separate Account No. 13S                                                        

(b)  MetLife Investors Distribution Company is the principal underwriter for
       the Contracts. The following persons are the officers and directors
     of MetLife Investors Distribution Company. The principal business
        address for MetLife Investors Distribution Company is 1095 Avenue of
the Americas, New York, NY 10036.                           

                                                                [Download Table]

NAME AND PRINCIPAL BUSINESS ADDRESS    POSITIONS AND OFFICES WITH UNDERWRITER 
------------------------------------   ---------------------------------------
                                                                              
Elizabeth M. Forget                    Director                               
Gragg Building                                                                
11225 North Community House Road                                              
Charlotte, NC 28277                                                           


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                                                                [Download Table]

NAME AND PRINCIPAL BUSINESS ADDRESS   POSITIONS AND OFFICES WITH UNDERWRITER     
------------------------------------  --------------------------------------     

                                                                                 
Paul A. LaPiana                       Director                                   
Gragg Building                                                                   
11225 North Community House Road                                                 
Charlotte, NC 28277                                                              

Gerard J. Nigro                       Director and Senior Vice President         
1 MetLife Plaza                                                                  
27-01 Queens Plaza North                                                         
Long Island City, NY 11101                                                       

Lance Carlson                         President                                  
1 MetLife Plaza                                                                  
27-01 Queens Plaza North                                                         
Long Island City, NY 11101                                                       

Kieran R. Mullins                     Executive Vice President                   
Gragg Building                                                                   
11225 North Community House Road                                                 
Charlotte, NC 28277                                                              

Barbara A. Dare                       Senior Vice President                      
Gragg Building                                                                   
11225 North Community House Road                                                 
Charlotte, NC 28277                                                              

John P. Kyne, III                     Vice President and Chief Compliance Officer
Gragg Building                                                                   
11225 North Community House Road                                                 
Charlotte, NC 28277                                                              

Donald Leintz                         Senior Vice President                      
Gragg Building                                                                   
11225 North Community House Road                                                 
Charlotte, NC 28277                                                              

John G. Martinez                      Vice President and Chief Financial Officer 
18210 Crane Nest Drive                                                           
Tampa, FL 33647                                                                  

Tyla L. Reynolds                      Vice President and Secretary               
600 North King Street                                                            
Wilmington, DE 19801                                                             

Marlene B. Debel                      Treasurer                                  
1095 Avenue of the Americas                                                      
New York, NY 10036                                                               


(c)  Compensation from the Registrant. The following commissions and other  
compensation were received by the Distributor, directly or  
       indirectly, from the Registrant during the Registrant's last fiscal
year:                                                       

                                                        [Enlarge/Download Table]

                   (1)                            (2)               (3)             (4)            (5)     
                                            NET UNDERWRITING                                               
                                             DISCOUNTS AND      COMPENSATION     BROKERAGE        OTHER    
NAME OF PRINCIPAL UNDERWRITER                 COMMISSIONS      ON REDEMPTION    COMMISSIONS    COMPENSATION
-----------------------------------------  -----------------  ---------------  -------------  -------------

                                                                                                           
 MetLife Investors Distribution Company      $456,083,088          $0              $0             $0       


ITEM 30. LOCATION OF ACCOUNTS AND RECORDS                                       

  The following companies will maintain possession of the documents required
by Section 31(a) of the Investment Company Act of 1940 and the Rules            
thereunder:                                                                     

(a) Registrant                                                          

 (b) MetLife Annuity Operations, 4700 Westown Parkway, Bldg. 4, Suite 200,
West Des Moines, IA 50266                                                       

(c) State Street Bank & Trust Company, 225 Franklin Street, Boston, MA  
02110                                                                           

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(d) MetLife Investors Distribution Company, 1095 Avenue of the Americas,
New York, NY 10036                                                              

(e) MetLife Insurance Company USA, 11225 North Community House Road,    
Charlotte, NC 28277                                                             

(f) MetLife, 18210 Crane Nest Drive, Tampa, FL 33647                    

(g) MetLife, One Financial Center, Boston, MA 02111                     

(h) MetLife, 200 Park Avenue, New York, NY 10166                        

ITEM 31. MANAGEMENT SERVICES                                                    

Not Applicable.                                                         

ITEM 32. UNDERTAKINGS                                                           

  a. Registrant hereby undertakes to file a post-effective amendment to this
registration statement as frequently as is necessary to ensure that the audited 
financial statements in the registration statement are never more than sixteen  
(16) months old for so long as payment under the variable annuity contracts may 
be accepted.                                                                    

b. Registrant hereby undertakes to include either (1) as part of any    
application to purchase a contract offered by the Prospectus, a space that an   
applicant can check to request a Statement of Additional Information, or (2) a  
postcard or similar written communication affixed to or included in the         
Prospectus that the applicant can remove to send for a Statement of Additional  
Information.                                                                    

c. Registrant hereby undertakes to deliver any Statement of Additional  
Information and any financial statement required to be made available under     
this Form promptly upon written or oral request.                                

REPRESENTATIONS 

 MetLife Insurance Company USA ("Company") hereby represents that the fees
and charges deducted under the Contracts described in the Prospectus, in the    
aggregate, are reasonable in relation to the services rendered, the expenses to 
be incurred and the risks assumed by the Company.                               

The Company hereby represents that it is relying upon the Securities and
Exchange Commission No-Action Letter issued to the American Council of Life     
Insurance dated November 28, 1988 (Commission ref. IP-6-88) and that the        
following provisions have been complied with:                                   

1. Include appropriate disclosure regarding the redemption restrictions 
imposed by Section 403(b)(11) in each registration statement, including the     
prospectus, used in connection with the offer of the contract;                  

2. Include appropriate disclosure regarding the redemption restrictions 
imposed by Section 403(b)(11) in any sales literature used in connection with   
the offer of the contract;                                                      

  3. Instruct sales representatives who solicit participants to purchase the
contract specifically to bring the redemption restrictions imposed by Section   
403(b)(11) to the attention of the potential participants;                      

4. Obtain from each plan participant who purchases a Section 403(b)     
annuity contract, prior to or at the time of such purchase, a signed statement  
acknowledging the participant's understanding of (1) the restrictions on        
redemption imposed by Section 403(b)(11), and (2) other investment alternatives 
available under the employer's Section 403(b) arrangement to which the          
participant may elect to transfer his contract value.                           

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SIGNATURES

As required by the Securities Act of 1933 and the Investment Company Act
of 1940, the registrant has caused this Registration Statement to be signed on  
its behalf, in the city of Charlotte, and the state of North Carolina, on the   
25th day of November, 2014.                                                     

                                                                [Download Table]
                                              
METLIFE INVESTORS USA SEPARATE ACCOUNT A      
(Registrant)                                  

By:   METLIFE INSURANCE COMPANY USA           

By:   /s/ Elizabeth M. Forget                 
      ----------------------------------------
      Elizabeth M. Forget                     
      Senior Vice President                   

By:   METLIFE INSURANCE COMPANY USA           
       (Depositor)                            

By:   /s/ Elizabeth M. Forget                 
      ----------------------------------------
      Elizabeth M. Forget                     
      Senior Vice President                   

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  As required by the Securities Act of 1933, this registration statement has
been signed by the following persons in the capacities indicated on November    
25, 2014.                                                                       

                                                        [Enlarge/Download Table]
                                                                                       
/s/ Eric T. Steigerwalt*          Director, Chairman of the Board, President and Chief 
--------------------------------  Executive Officer                                    
Eric T. Steigerwalt                                                                    

/s/ Anant Bhalla*                 Senior Vice President and Chief Finanical Officer    
--------------------------------                                                       
Anant Bhalla                                                                           

/s/ Peter M. Carlson*             Executive Vice President and Chief Accounting Officer
--------------------------------                                                       
Peter M. Carlson                                                                       

/s/ Elizabeth M. Forget*          Director and Senior Vice President                   
--------------------------------                                                       
Elizabeth M. Forget                                                                    

/s/ Gene L. Lunman*               Director and Senior Vice President                   
--------------------------------                                                       
Gene L. Lunman                                                                         


                                                                [Download Table]
                                         
*By:   /s/ Michele H. Abate              
       --------------------------------  
       Michele H. Abate, Attorney-In-Fact
       November 25, 2014                 

* MetLife Insurance Company USA. Executed by Michele H. Abate, Esquire on     
behalf of those indicated pursuant to powers of attorney incorporated     
herein by reference to the Registration Statement on Form N-4 (File Nos.  
333-200231/811-03365) filed as Exhibit 13 on November 17, 2014.           

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INDEX TO EXHIBITS 

4 (xxxiv)  Guaranteed Lifetime Withdrawal Benefit Rider                         
4 (xxxv)   Guaranteed Lifetime Withdrawal Benefit Rider (with Death Benefit)    
4 (xxxvi)  Contract Schedule GLWB (FlexChoice Level)                            
4 (xxxvii) Contract Schedule GLWB (FlexChoice Expedite)