Metlife Investors USA Separate Account A, et al. – ‘485BPOS’ on 4/11/12

On:  Wednesday, 4/11/12, at 1:34pm ET   ·   Effective:  4/30/12   ·   Accession #:  1193125-12-158524   ·   File #s:  811-03365, 333-176374

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Post-Effective Amendment
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 485BPOS     Mli Usa Series Va Post-Effective Amendment No. 4     433   2.29M 
 5: EX-99.10    Consent of Independent Registered Public               1      7K 
                          Accounting Firm (Deloitte & Touche LLP)                
 2: EX-99.4(XVII)  Form of 408(A)/403(A) Plan Endorsement              2     10K 
 3: EX-99.7(I)(C)  Amendment No. 2 to Automatic Reinsurance            8     29K 
                          Agreement                                              
 4: EX-99.7(II)  Automatic Reinsurance Agreement Effective January    42     88K 
                          1, 2012                                                

485BPOS   —   Mli Usa Series Va Post-Effective Amendment No. 4
Document Table of Contents

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As filed with the Securities and Exchange Commission on April 11, 2012  

                                                            File Nos. 333-176374

                                                                       811-03365

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. 4                       [x]

and 

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 

                               Amendment No. 426                             [x]

(Check Appropriate Box or Boxes)

MetLife Investors USA Separate Account A

(Exact Name of Registrant)

MetLife Investors USA Insurance Company 

5 Park Plaza, Suite 1900 Irvine, California 92614 

(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) 

Michael K. Farrell

President 

MetLife Investors USA Insurance Company 

c/o 10 Park Avenue

Morristown, NJ 07962

(973) 355-4000

COPIES TO:  

Stephen E. Roth 

Sutherland Asbill & Brennan LLP 

1275 Pennsylvania Avenue, NW

Washington, DC 20004-2415 

(202) 383-0158

(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.           

[x]    on April 30, 2012 pursuant to paragraph (b) of Rule 485.                 

[]     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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 METLIFE INVESTORS USA INSURANCE COMPANY
METLIFE INVESTORS USA SEPARATE ACCOUNT A

 FIRST METLIFE INVESTORS INSURANCE COMPANY
FIRST METLIFE INVESTORS VARIABLE ANNUITY ACCOUNT ONE

SUPPLEMENT DATED APRIL 30, 2012 TO THE PROSPECTUSES DATED APRIL 30, 2012

This supplement describes the Annuity Date provision under the contract offered 
by the selling firm to which your account representative is associated. This    
supplement applies to the following variable annuity contracts issued by MetLife
Investors USA Insurance Company: Series VA (offered on and after October 7,     
2011), Series L - 4 Year (offered on and after October 7, 2011), and Series C   
(offered on and after October 7, 2011). This supplement also applies to the     
following variable annuity contracts issued by First MetLife Investors Insurance
Company (together with MetLife Investors USA Insurance Company, "we" or "us"):  
Class VA (offered on and after October 7, 2011), Class L - 4 Year (offered on   
and after October 7, 2011), and Class C (offered on and after October 7, 2011). 
This supplement provides information in addition to that contained in the       
prospectus dated April 30, 2012 for the contract. It should be read in its      
entirety and kept together with your prospectus for future reference. If you    
would like another copy of the prospectus, write to us at 5 Park Plaza, Suite   
1900, Irvine, CA 92614 or call us at (800) 343-8496 to request a free copy.     

Certain terms used in this supplement have special meanings. If a term is not   
defined in this supplement, it has the meaning given to it in the prospectus.   

ANNUITY DATE                                                                    

In the "ANNUITY PAYMENTS (THE INCOME PHASE)--Annuity Date" section of the       
prospectus, replace the second and third paragraphs with the following:         

   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 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. However, if you have
bought your contract through the selling firm to which your account   
     representative is associated, you cannot change your Annuity Date to a date
beyond age 95 of the Annuitant unless your contract is held through a 
   custodial account, such as an IRA held in a custodial account (see "Other
Information--Annuitant" for the definition of Annuitant and permitted 
changes of the Annuitant).                                            

   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, AND THE RIDER CONTINUES IN EFFECT AT THE TIME OF ANNUITIZATION,
  ANNUITIZING YOUR CONTRACT TERMINATES THE RIDER, INCLUDING ANY GUARANTEED
PRINCIPAL ADJUSTMENT THAT MAY BE PROVIDED BY THE RIDER.               

THIS SUPPLEMENT SHOULD BE READ AND RETAINED FOR FUTURE REFERENCE      

Distributor:                                                                    
MetLife Investors Distribution Company                   Telephone: 800-343-8496
5 Park Plaza, Suite 1900, Irvine, CA 92614                                      

                                                                  SUPP-MLNEW0412

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                                                   THE VARIABLE ANNUITY CONTRACT

                                                                       ISSUED BY

                                         METLIFE INVESTORS USA INSURANCE COMPANY

                                                                             AND

                                        METLIFE INVESTORS USA SEPARATE ACCOUNT A

                                                                       SERIES VA

                                          (OFFERED ON AND AFTER OCTOBER 7, 2011)

                                                                  APRIL 30, 2012

This prospectus describes the flexible premium deferred variable annuity        
contract offered by MetLife Investors USA Insurance Company (MetLife Investors  
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 63 investment choices - a Fixed Account that offers  
an interest rate guaranteed by us, and 62 Investment Portfolios listed below.   

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

AllianceBernstein Global Dynamic Allocation Portfolio                 

American Funds (Reg. TM) Bond Portfolio (Class C)                     
American Funds (Reg. TM) Growth Portfolio (Class C)                   
American Funds (Reg. TM) International Portfolio (Class C)            

AQR Global Risk Balanced Portfolio                                    
BlackRock Global Tactical Strategies Portfolio                        

BlackRock High Yield Portfolio                                        
Clarion Global Real Estate Portfolio                                  
Goldman Sachs Mid Cap Value Portfolio                                 
Harris Oakmark International Portfolio                                

Invesco Balanced-Risk Allocation Portfolio                            

Invesco Small Cap Growth Portfolio                                    
Janus Forty Portfolio                                                 

JPMorgan Global Active Allocation Portfolio                           

Lazard Mid Cap Portfolio                                              
Legg Mason ClearBridge Aggressive Growth Portfolio                    
Loomis Sayles Global Markets Portfolio                                
Lord Abbett Bond Debenture Portfolio                                  
Lord Abbett Mid Cap Value Portfolio                                   
Met/Eaton Vance Floating Rate Portfolio                               
Met/Franklin Low Duration Total Return Portfolio                      
Met/Franklin Mutual Shares Portfolio                                  
Met/Templeton International Bond Portfolio*                           

MetLife Balanced Plus Portfolio                                       

MFS (Reg. TM) Emerging Markets Equity Portfolio                       
MFS (Reg. TM) Research International 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                         

Rainier Large Cap Equity Portfolio                                    
RCM Technology Portfolio                                              

Schroders Global Multi-Asset Portfolio                                

T. Rowe Price Large Cap Value Portfolio                               
T. Rowe Price Mid Cap Growth Portfolio                                
Third Avenue Small Cap Value Portfolio                                
Turner Mid Cap Growth Portfolio                                       
Van Kampen Comstock Portfolio                                         

* This portfolio is only available for investment if certain optional riders    
are elected. (See "Purchase -  Investment Allocation Restrictions for Certain   
Riders.")                                                                       

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METROPOLITAN SERIES FUND:                                                       

Barclays Capital Aggregate Bond Index Portfolio (Class G)             
BlackRock Money Market Portfolio (Class B)                            
Davis Venture Value Portfolio (Class E)                               
Jennison Growth Portfolio (Class B)                                   
Met/Artisan Mid Cap Value Portfolio (Class B)                         
Met/Dimensional International Small Company Portfolio (Class B)       
MetLife Mid Cap Stock Index Portfolio (Class G)                       
MetLife Stock Index Portfolio (Class B)                               

MSCI EAFE (Reg. TM) Index Portfolio (Class G)                         
(formerly Morgan Stanley EAFE (Reg. TM) Index Portfolio)      

Russell 2000 (Reg. TM) Index Portfolio (Class G)                      
Van Eck Global Natural Resources Portfolio (Class B)*                 
Western Asset Management U.S. Government Portfolio (Class B)          

* This portfolio is only available for investment if certain optional riders    
are elected. (See "Purchase - Investment Allocation Restrictions for Certain    
Riders.")                                                                       

MET INVESTORS SERIES TRUST - METLIFE ASSET ALLOCATION PROGRAM (CLASS B):        

MetLife Defensive Strategy Portfolio                                  
MetLife Moderate Strategy Portfolio                                   
MetLife Balanced Strategy Portfolio                                   
MetLife Growth Strategy Portfolio                                     
MetLife Aggressive Strategy Portfolio                                 

MET INVESTORS SERIES TRUST - AMERICAN FUNDS (Reg. TM) ASSET ALLOCATION          
PORTFOLIOS                                                                      

(CLASS C):                                                                      

American Funds (Reg. TM) Moderate Allocation Portfolio                
American Funds (Reg. TM) Balanced Allocation Portfolio                
American Funds (Reg. TM) Growth Allocation Portfolio                  

MET INVESTORS SERIES TRUST - FRANKLIN TEMPLETON ASSET ALLOCATION PORTFOLIO      
(CLASS B):                                                                      

Met/Franklin Templeton Founding Strategy Portfolio                    

MET INVESTORS SERIES TRUST - SSGA ETF PORTFOLIOS (CLASS B):                     

SSgA Growth and Income ETF Portfolio                                  
SSgA Growth ETF Portfolio                                             

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

To learn more about the MetLife Investors USA Variable Annuity Contract, you    
can obtain a copy of the Statement of Additional Information (SAI) dated April  
30, 2012. 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 106 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: 5 Park Plaza, Suite 1900, Irvine,  
CA 92614.                                                                       

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.                           

April 30, 2012                                                                  

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TABLE OF CONTENTS                       PAGE                                    

                                                                [Download Table]
                                            
INDEX OF SPECIAL TERMS..................   5
HIGHLIGHTS..............................   7
FEE TABLES AND EXAMPLES.................   9
1. THE ANNUITY CONTRACT.................  18
     Market Timing......................  18
2. PURCHASE.............................  19
     Purchase Payments..................  19
     Termination for Low Account Value..  19
     Allocation of Purchase Payments....  19
     Investment Allocation Restrictions     
       for Certain Riders...............  20
     Free Look..........................  24
     Accumulation Units.................  24
     Account Value......................  25
     Replacement of Contracts...........  25
3. INVESTMENT OPTIONS...................  26
     Description of the MetLife Asset       
       Allocation Program...............  28
     Description of the American Funds      
       (Reg. TM) Asset Allocation           
         Portfolios.....................  29
     Description of the Met/Franklin        
       Templeton Founding Strategy          
         Portfolio......................  29
     Description of the SSgA ETF            
       Portfolios.......................  29
     Transfers..........................  30
     Dollar Cost Averaging Programs.....  33
     Three Month Market Entry Program...  34
     Automatic Rebalancing Program......  34
     Voting Rights......................  35
     Substitution of Investment Options.  35
4. EXPENSES.............................  35
     Product Charges....................  35
     Account Fee........................  36
     Guaranteed Minimum Income              
       Benefit - Rider Charge...........  37
     Withdrawal Charge..................  37
     Reduction or Elimination of the        
       Withdrawal Charge................  38
     Premium and Other Taxes............  39
     Transfer Fee.......................  39
     Income Taxes.......................  39
     Investment Portfolio Expenses......  39
5. ANNUITY PAYMENTS(THE INCOME PHASE)...  39
     Annuity Date.......................  39
     Annuity Payments...................  40

                                                                [Download Table]
                                            
     Annuity Options....................  40
     Variable Annuity Payments..........  42
     Fixed Annuity Payments.............  42
6. ACCESS TO YOUR MONEY.................  43
     Systematic Withdrawal Program......  44
     Suspension of Payments or              
       Transfers........................  44
7. LIVING BENEFITS......................  44
     Guaranteed Income Benefits.........  44
     Description of GMIB Max III........  45
     Description of GMIB Max II.........  52
     Description of GMIB Plus IV........  59
     Description of GMIB Plus III.......  65
8. PERFORMANCE..........................  71
9. DEATH BENEFIT........................  72
     Upon Your Death....................  72
     Standard Death Benefit - Principal     
       Protection.......................  73
     Optional Death Benefit - Annual        
       Step-Up..........................  73
     Optional Death Benefit - EDB Max       
       III..............................  73
     Optional Death Benefit - EDB Max       
       II...............................  79
     Optional Death Benefit - Enhanced      
       Death Benefit III................  84
     Optional Death Benefit - Enhanced      
       Death BenefitII..................  88
     Optional Death Benefit -               
       Compounded-Plus..................  92
     Additional Death Benefit -             
       Earnings Preservation Benefit....  93
     General Death Benefit Provisions...  94
     Spousal Continuation...............  94
     Death of the Annuitant.............  95
     Controlled Payout..................  95
10. FEDERAL INCOME TAX STATUS...........  95
     Taxation of Non-Qualified Contracts  95
     Taxation of Qualified Contracts....  97
     Puerto Rico Tax Considerations..... 100
     Tax Benefits Related to the Assets     
       of the Separate Account.......... 101
     Possible Tax Law Changes........... 101
11. OTHER INFORMATION................... 101
     MetLife Investors USA.............. 101
     The Separate Account............... 101
     Distributor........................ 102
     Selling Firms...................... 102
     Requests and Elections............. 104
     Ownership.......................... 105
     Legal Proceedings.................. 105

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                                                                [Download Table]
                                            
     Financial Statements............... 106
TABLE OF CONTENTS OF THE STATEMENT OF       
ADDITIONAL INFORMATION.................. 106
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
     Death Benefit Examples............. E-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............................................................ 25    
Accumulation Phase....................................................... 18    
Accumulation Unit........................................................ 24    
Annuitant............................................................... 105    
Annuity Date............................................................. 39    
Annuity Options.......................................................... 40    
Annuity Payments......................................................... 39    
Annuity Units............................................................ 40    
Beneficiary............................................................. 105    
Business Day............................................................. 20    
Contract Year............................................................ 19    
Death Benefit Base...................................74 and 79 and 84 and 88    
Fixed Account............................................................ 18    
Good Order.............................................................. 104    
Income Base......................................... 46 and 52 and 59 and 65    
Income Phase............................................................. 18    
Investment Portfolios.................................................... 26    
Joint Owners............................................................ 105    
Non-Qualified Contract................................................... 95    
Owner................................................................... 105    
Purchase Payment......................................................... 19    
Qualified Contract....................................................... 95    
Separate Account........................................................ 101    

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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). We are obligated to pay all money we owe under   
the contracts, including death benefits, income payments, and amounts due under 
a GMIB. 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     
Income Benefits").                                                              

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 payment depending upon the performance of the Investment Portfolios.  
You bear the risk of any decline in Account Value. We do not refund any charges 
or deductions assessed during the free look period. We will return your 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                       

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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 Investors 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 benefit riders (EDB Max III,    
EDB Max II, Enhanced Death Benefit III, and Enhanced Death Benefit II), for     
which the charge is assessed on the Death Benefit Base 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 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%      

ENHANCED DEATH BENEFIT (EDB) RIDER CHARGES (Note 4) 
(as a percentage of the Death Benefit Base (Note 5))
  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 1. Certain charges and expenses may not apply during the Income Phase of   
the contract. (See "Expenses.")                                                 

Note 2. Only the GMIB Max III rider is currently available for purchase. The    
GMIB Max II, GMIB Plus IV, and GMIB Plus III riders are not available for       
purchase.                                                                       

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 Income Benefits" for a           
definition of the term Income Base. The 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. Only the EDB Max III rider is currently available for purchase. The EDB 
Max II, Enhanced Death Benefit III, and Enhanced Death Benefit II riders are    
not available for purchase. The EDB Max III rider may only be elected if the    
GMIB Max III rider is 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.                                                                   

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Note 5. 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 - EDB Max III," "Death Benefit
- Optional Death Benefit - EDB Max II," "Death Benefit - Optional Death Benefit 
- Enhanced Death Benefit III," or "Death Benefit - Optional Death Benefit -     
Enhanced Death Benefit II." The 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 AND IN  
THE FOLLOWING TABLES.                                                           

                                                                [Download Table]
                                                            
                                         Minimum     Maximum
                                         ----        ----   
Total Annual Portfolio Expenses          0.52%       1.34%  
(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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INVESTMENT PORTFOLIO EXPENSES                                                   

(as a percentage of the average daily net assets of an Investment Portfolio)    

The following table is a summary. For more complete information on Investment   
Portfolio fees and expenses, please refer to the prospectus for each Investment 
Portfolio.                                                                      

                                                        [Enlarge/Download Table]

                                                                                                                          NET   
                                                                                  ACQUIRED     TOTAL     CONTRACTUAL     TOTAL  
                                                                                    FUND       ANNUAL      EXPENSE      ANNUAL  
                                          MANAGEMENT   12B-1/SERVICE     OTHER    FEES AND   PORTFOLIO     SUBSIDY     PORTFOLIO
                                             FEES           FEES       EXPENSES   EXPENSES    EXPENSES   OR DEFERRAL   EXPENSES 
                                         ------------ --------------- ---------- ---------- ----------- ------------- ----------
                                                                                                                                
MET INVESTORS SERIES TRUST                                                                                                      
 AllianceBernstein Global Dynamic                                                                                               
  Allocation Portfolio                     0.64%        0.25%          0.12%      0.02%      1.03%       0.00%         1.03%    
 American Funds (Reg. TM) Bond Portfolio   0.00%        0.55%          0.04%      0.36%      0.95%          -          0.95%    
 American Funds (Reg. TM) Growth                                                                                                
  Portfolio                                0.00%        0.55%          0.02%      0.34%      0.91%          -          0.91%    
 American Funds (Reg. TM) International                                                                                         
  Portfolio                                0.00%        0.55%          0.06%      0.56%      1.17%          -          1.17%    
 AQR Global Risk Balanced Portfolio        0.63%        0.25%          0.30%      0.08%      1.26%       0.00%         1.26%    
 BlackRock Global Tactical Strategies                                                                                           
  Portfolio                                0.68%        0.25%          0.03%      0.16%      1.12%       0.00%         1.12%    
 BlackRock High Yield Portfolio            0.60%        0.25%          0.05%      0.00%      0.90%          -          0.90%    
 Clarion Global Real Estate Portfolio      0.61%        0.25%          0.06%      0.00%      0.92%          -          0.92%    
 Goldman Sachs Mid Cap Value Portfolio     0.72%        0.25%          0.04%      0.00%      1.01%          -          1.01%    
 Harris Oakmark International Portfolio    0.77%        0.25%          0.08%      0.00%      1.10%       0.02%         1.08%    
 Invesco Balanced-Risk Allocation                                                                                               
  Portfolio                                0.66%        0.25%          0.15%      0.10%      1.16%       0.00%         1.16%    
 Invesco Small Cap Growth Portfolio        0.85%        0.25%          0.03%      0.00%      1.13%       0.02%         1.11%    
 Janus Forty Portfolio                     0.63%        0.25%          0.03%      0.00%      0.91%       0.01%         0.90%    
 JPMorgan Global Active Allocation                                                                                              
  Portfolio                                0.78%        0.25%          0.11%      0.00%      1.14%       0.00%         1.14%    
 Lazard Mid Cap Portfolio                  0.69%        0.25%          0.06%      0.00%      1.00%          -          1.00%    
 Legg Mason ClearBridge Aggressive                                                                                              
  Growth Portfolio                         0.62%        0.25%          0.03%      0.00%      0.90%          -          0.90%    
 Loomis Sayles Global Markets Portfolio    0.70%        0.25%          0.10%      0.00%      1.05%          -          1.05%    
 Lord Abbett Bond Debenture Portfolio      0.50%        0.25%          0.04%      0.00%      0.79%          -          0.79%    
 Lord Abbett Mid Cap Value Portfolio       0.67%        0.25%          0.06%      0.00%      0.98%       0.02%         0.96%    
 Met/Eaton Vance Floating Rate Portfolio   0.60%        0.25%          0.08%      0.00%      0.93%          -          0.93%    
 Met/Franklin Low Duration Total Return                                                                                         
  Portfolio                                0.50%        0.25%          0.09%      0.00%      0.84%       0.03%         0.81%    
 Met/Franklin Mutual Shares Portfolio      0.80%        0.25%          0.07%      0.00%      1.12%       0.00%         1.12%    
 Met/Templeton International Bond                                                                                               
  Portfolio                                0.60%        0.25%          0.14%      0.00%      0.99%          -          0.99%    
 MetLife Balanced Plus Portfolio           0.27%        0.25%          0.02%      0.46%      1.00%       0.00%         1.00%    
 MFS (Reg. TM) Emerging Markets Equity                                                                                          
  Portfolio                                0.92%        0.25%          0.17%      0.00%      1.34%          -          1.34%    
 MFS (Reg. TM) Research International                                                                                           
  Portfolio                                0.68%        0.25%          0.09%      0.00%      1.02%       0.06%         0.96%    
 PIMCO Inflation Protected Bond                                                                                                 
  Portfolio                                0.47%        0.25%          0.04%      0.00%      0.76%          -          0.76%    
 PIMCO Total Return Portfolio              0.48%        0.25%          0.03%      0.00%      0.76%          -          0.76%    
 Pioneer Fund Portfolio                    0.64%        0.25%          0.05%      0.00%      0.94%       0.01%         0.93%    
 Pioneer Strategic Income Portfolio        0.58%        0.15%          0.06%      0.00%      0.79%          -          0.79%    
 Pyramis (Reg. TM) Government Income                                                                                            
  Portfolio                                0.46%        0.25%          0.13%      0.00%      0.84%       0.00%         0.84%    
 Rainier Large Cap Equity Portfolio        0.66%        0.25%          0.03%      0.00%      0.94%       0.01%         0.93%    
 RCM Technology Portfolio                  0.88%        0.25%          0.07%      0.00%      1.20%          -          1.20%    

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                                                        [Enlarge/Download Table]

                                                                                                                          NET   
                                                                                  ACQUIRED     TOTAL     CONTRACTUAL     TOTAL  
                                                                                    FUND       ANNUAL      EXPENSE      ANNUAL  
                                          MANAGEMENT   12B-1/SERVICE     OTHER    FEES AND   PORTFOLIO     SUBSIDY     PORTFOLIO
                                             FEES           FEES       EXPENSES   EXPENSES    EXPENSES   OR DEFERRAL   EXPENSES 
                                         ------------ --------------- ---------- ---------- ----------- ------------- ----------
                                                                                                                                
MET INVESTORS SERIES TRUST (CONTINUED)                                                                                          
 Schroders Global Multi-Asset Portfolio    0.66%        0.25%          0.12%      0.00%      1.03%       0.00%         1.03%    
 T. Rowe Price Large Cap Value Portfolio   0.57%        0.25%          0.02%      0.00%      0.84%          -          0.84%    
 T. Rowe Price Mid Cap Growth Portfolio    0.75%        0.25%          0.03%      0.00%      1.03%          -          1.03%    
 Third Avenue Small Cap Value Portfolio    0.74%        0.25%          0.03%      0.00%      1.02%       0.01%         1.01%    
 Turner Mid Cap Growth Portfolio           0.79%        0.25%          0.05%      0.00%      1.09%       0.00%         1.09%    
 Van Kampen Comstock Portfolio             0.58%        0.25%          0.03%      0.00%      0.86%       0.01%         0.85%    
 METROPOLITAN SERIES FUND                                                                                                       
 Barclays Capital Aggregate Bond Index                                                                                          
  Portfolio                                0.25%        0.30%          0.03%      0.00%      0.58%       0.01%         0.57%    
 BlackRock Money Market Portfolio          0.33%        0.25%          0.02%      0.00%      0.60%       0.01%         0.59%    
 Davis Venture Value Portfolio             0.70%        0.15%          0.03%      0.00%      0.88%       0.05%         0.83%    
 Jennison Growth Portfolio                 0.62%        0.25%          0.02%      0.00%      0.89%       0.07%         0.82%    
 Met/Artisan Mid Cap Value Portfolio       0.81%        0.25%          0.03%      0.00%      1.09%          -          1.09%    
 Met/Dimensional International Small                                                                                            
  Company Portfolio                        0.81%        0.25%          0.21%      0.00%      1.27%       0.01%         1.26%    
 MetLife Mid Cap Stock Index Portfolio     0.25%        0.30%          0.05%      0.01%      0.61%       0.00%         0.61%    
 MetLife Stock Index Portfolio             0.25%        0.25%          0.02%      0.00%      0.52%       0.01%         0.51%    
 MSCI EAFE (Reg. TM) Index Portfolio       0.30%        0.30%          0.11%      0.01%      0.72%       0.00%         0.72%    
 Russell 2000 (Reg. TM) Index Portfolio    0.25%        0.30%          0.06%      0.01%      0.62%       0.00%         0.62%    
 Van Eck Global Natural Resources                                                                                               
  Portfolio                                0.78%        0.25%          0.04%      0.02%      1.09%          -          1.09%    
 Western Asset Management U.S.                                                                                                  
  Government Portfolio                     0.47%        0.25%          0.02%      0.00%      0.74%       0.01%         0.73%    
MET INVESTORS SERIES TRUST - METLIFE                                                                                            
 ASSET ALLOCATION PROGRAM                                                                                                       
 MetLife Defensive Strategy Portfolio      0.06%        0.25%          0.01%      0.58%      0.90%          -          0.90%    
 MetLife Moderate Strategy Portfolio       0.06%        0.25%          0.00%      0.62%      0.93%          -          0.93%    
 MetLife Balanced Strategy Portfolio       0.05%        0.25%          0.01%      0.67%      0.98%          -          0.98%    
 MetLife Growth Strategy Portfolio         0.06%        0.25%          0.00%      0.76%      1.07%          -          1.07%    
 MetLife Aggressive Strategy Portfolio     0.09%        0.25%          0.01%      0.75%      1.10%       0.00%         1.10%    
MET INVESTORS SERIES TRUST - AMERICAN                                                                                           
 FUNDS (Reg. TM) ASSET ALLOCATION                                                                                               
PORTFOLIOS                                                                                                                      
 American Funds (Reg. TM) Moderate                                                                                              
  Allocation Portfolio                     0.06%        0.55%          0.01%      0.36%      0.98%          -          0.98%    
 American Funds (Reg. TM) Balanced                                                                                              
  Allocation Portfolio                     0.06%        0.55%          0.01%      0.37%      0.99%          -          0.99%    
 American Funds (Reg. TM) Growth                                                                                                
  Allocation Portfolio                     0.07%        0.55%          0.01%      0.39%      1.02%          -          1.02%    
MET INVESTORS SERIES TRUST - FRANKLIN                                                                                           
 TEMPLETON ASSET ALLOCATION PORTFOLIO                                                                                           
 Met/Franklin Templeton Founding                                                                                                
  Strategy Portfolio                       0.05%        0.25%          0.01%      0.83%      1.14%       0.01%         1.13%    
MET INVESTORS SERIES TRUST - SSGA ETF                                                                                           
 PORTFOLIOS                                                                                                                     
 SSgA Growth and Income ETF Portfolio      0.31%        0.25%          0.01%      0.21%      0.78%          -          0.78%    
 SSgA Growth ETF Portfolio                 0.32%        0.25%          0.03%      0.24%      0.84%          -          0.84%    

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The Net Total Annual Portfolio Expenses shown in the table reflect contractual  
arrangements currently in effect, under which the investment advisers of        
certain Investment Portfolios have agreed to waive fees and/or pay expenses of  
the Investment Portfolios until at least April 30, 2013. In the table, "0.00%"  
in the Contractual Expense Subsidy or Deferral column indicates that there is a 
contractual arrangement in effect for that Investment Portfolio, but the        
expenses of the Investment Portfolio are below the level that would trigger the 
subsidy or deferral. The Net Total Annual Portfolio Expenses shown do not       
reflect voluntary waiver or expense reimbursement arrangements, contractual     
arrangements that terminate before April 30, 2013, or expense reductions that   
certain Investment Portfolios achieved as a result of directed brokerage        
arrangements. The Investment Portfolios provided the information on their       
expenses, and we have not independently verified the information. Unless        
otherwise indicated, the information provided is for the year ended December    
31, 2011.                                                                       

Certain portfolios that have "Acquired Fund Fees and Expenses" are "funds of    
funds." Each "fund of funds" invests substantially all of its assets in other   
portfolios. Because the portfolio invests in other underlying portfolios, the   
portfolio will bear its pro rata portion of the operating expenses of the       
underlying portfolios in which it invests, including the management fee. See    
the Investment Portfolio prospectus for more information.                       

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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 SUBSIDY AND/OR DEFERRAL). ALTHOUGH     
YOUR ACTUAL COSTS MAY BE HIGHER OR LOWER, BASED ON THESE ASSUMPTIONS, YOUR      
COSTS WOULD BE:                                                                 

CHART 1. Chart 1 assumes you select the GMIB Max III rider (assuming the        
maximum 1.50% charge applies in all Contract Years) and the EDB Max III rider   
(assuming the maximum 1.50% 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)$1,308      (a)$2,404      (a)$3,533      (a)$6,699  
minimum       (b)$1,226      (b)$2,161      (b)$3,135      (b)$5,942  

(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)$608      (a)$1,864      (a)$3,173      (a)$6,699  
minimum       (b)$526      (b)$1,621      (b)$2,775      (b)$5,942  

CHART 2. Chart 2 assumes you do not select optional death benefit riders or a   
Guaranteed Minimum Income Benefit rider, 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)$993      (a)$1,436      (a)$1,882      (a)$3,192  
minimum       (b)$911      (b)$1,186      (b)$1,456      (b)$2,294  

(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)$293      (a)$896     (a)$1,522      (a)$3,192  
minimum       (b)$211      (b)$646     (b)$1,096      (b)$2,294  

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 (contact your        
registered representative regarding your state). The Fixed Account is not       
offered by this prospectus. The Fixed Account 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. 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.                

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."                                                                     

Under the Internal Revenue Code (the "Code"), spousal continuation and certain  
distribution options are available only to a person who is defined as a         
"spouse" under the Federal Defense of Marriage Act or other applicable federal  
law. All contract provisions will be interpreted and administered in accordance 
with the requirements of the Code. Therefore, under current Federal law, a      
purchaser who has or is contemplating a civil union or same-sex marriage should 
note that the favorable tax treatment afforded under federal law would not be   
available to such same-sex partner or same-sex spouse. Same-sex partners or     
spouses who own or are considering the purchase of annuity products that        
provide benefits based upon status as a spouse should consult a tax adviser.    

MARKET TIMING                                                                   

We have policies and procedures that attempt to detect transfer activity that   
may adversely affect other Owners or Investment Portfolio shareholders in       
situations where there is potential for pricing inefficiencies or that involve  
certain other types of disruptive trading activity (I.E., market timing). We    
employ various means to try to detect such transfer activity, such as           
periodically examining the frequency and size of transfers into and out of      
particular Investment Portfolios made by Owners within given periods of time    
and/or investigating transfer activity                                          

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identified by the Investment Portfolios on a case-by-case basis. We may revise  
these policies and procedures in our sole discretion at any time without prior  
notice.                                                                         

Our market timing policies and procedures are discussed in more detail in       
"Investment Options - Transfers - Market Timing."                               

2. PURCHASE                                                                     

The maximum issue age for the contract and certain of its riders may be reduced 
in connection with the offer of the contract through certain broker dealers     
("selling firms"). In addition, certain riders may not be available through     
certain selling firms. You should discuss this with your registered             
representative.                                                                 

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. Subject to  
the minimum and maximum payment requirements (see below), you may make          
additional 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 an 
additional Purchase Payment that would cause your total Purchase Payments 
to exceed $1 million, you will need our prior approval.                   

o  You can make additional Purchase Payments of $500 or more unless you have    
elected an electronic funds transfer program approved by us, in which case
the minimum additional 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.                                                     

We reserve the right to reject any application or Purchase Payment and to limit 
future Purchase Payments.                                                       

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 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, 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:                                                 

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o  the credited interest rate on the Fixed Account is equal to the guaranteed   
minimum rate; or                                                      

o  your Account Value in the Fixed Account equals or exceeds our published      
 maximum for Fixed Account allocation (currently, there is no 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.                                          

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

If you choose the Guaranteed Minimum Income Benefit Plus IV (GMIB Plus IV),     
Enhanced Death Benefit III (EDB 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 Restrictions for GMIB Plus IV, EDB III, GMIB Plus  
III, and EDB II" 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 RESTRICTIONS FOR THE GMIB MAX III, GMIB MAX II, EDB MAX   
III, AND EDB MAX II RIDERS                                                      

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

(a) AllianceBernstein Global Dynamic Allocation Portfolio                       
(b) AQR Global Risk Balanced Portfolio                                          
(c) BlackRock Global Tactical Strategies Portfolio                              

(d) Invesco Balanced-Risk Allocation Portfolio                                  
(e) JPMorgan Global Active Allocation Portfolio                                 
(f) MetLife Balanced Plus Portfolio                                             
(g) Schroders Global Multi-Asset Portfolio                                      

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

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The Investment Portfolios listed above (other than 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    
and EDB Max 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 and EDB Max riders are not selected may offer the     
potential for higher returns. Before you select a GMIB Max rider or an EDB Max  
rider, you and your financial representative should carefully consider whether  
the investment options available with the GMIB Max and EDB Max 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 or EDB Max    
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, 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 Restrictions for the  
GMIB Max III, GMIB Max II, EDB Max III, and EDB Max II Riders" will continue to 
apply. (For information on the termination of the GMIB Max and EDB Max riders,  
see the descriptions of the GMIB Max III and GMIB Max II riders in the "Living  
Benefits - Guaranteed Income Benefits" section and the descriptions of the EDB  
Max III and EDB Max II riders in the "Death Benefits" section.)                 

POTENTIAL RESTRICTIONS ON SUBSEQUENT PURCHASE PAYMENTS. In the future, we may   
choose not to permit Owners of existing contracts with a 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 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. (For       
restrictions that apply only in Oregon, see "Living Benefits - Description of   
GMIB Max III -  Potential Restrictions on Subsequent Purchase Payments for GMIB 
Max III -  Oregon Only," "Living Benefits -  Description of GMIB Max II -       
Potential Restrictions on Subsequent Purchase Payments -  Oregon Only," "Living 
Benefits -  Description of GMIB Max II -  Current Restrictions on Subsequent    
Purchase Payments -  Oregon Only," and "Death Benefit -  Optional Death Benefit 
- EDB Max III -  Potential Restrictions on Subsequent Purchase Payments for EDB 
Max III -  Oregon Only.")                                                       

CURRENT RESTRICTIONS ON SUBSEQUENT PURCHASE PAYMENTS. (The following does not   
apply to contracts issued in Oregon. For information on Oregon, see the next    
paragraph.) 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 and EDB Max II riders, 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.       

CURRENT RESTRICTIONS ON SUBSEQUENT PURCHASE PAYMENTS - OREGON ONLY. 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,                             

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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.                            

CALIFORNIA FREE LOOK REQUIREMENTS FOR PURCHASERS AGE 60 AND OVER. If you elect  
a GMIB Max or EDB Max 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 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, 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 Balanced Plus Portfolio,  
    MetLife Balanced Strategy Portfolio, MetLife Defensive Strategy Portfolio,
MetLife Moderate Strategy 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).)                            

The investment options in each Platform are:                                    

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

Fixed Account                                                         
American Funds (Reg. TM) Bond Portfolio                               
Barclays Capital Aggregate Bond Index Portfolio                       
BlackRock Money Market 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                 

American Funds (Reg. TM) Balanced Allocation Portfolio                
American Funds (Reg. TM) Growth Allocation Portfolio                  
American Funds (Reg. TM) Growth Portfolio                             
American Funds (Reg. TM) International Portfolio                      
American Funds (Reg. TM) Moderate Allocation Portfolio                

AQR Global Risk Balanced Portfolio                                    
BlackRock Global Tactical Strategies Portfolio                        

BlackRock High Yield Portfolio                                        

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Davis Venture Value Portfolio                                         
Harris Oakmark International Portfolio                                

Invesco Balanced-Risk Allocation Portfolio                            

Janus Forty Portfolio                                                 
Jennison Growth Portfolio                                             

JPMorgan Global Active Allocation Portfolio                           

Legg Mason ClearBridge Aggressive Growth Portfolio                    
Loomis Sayles Global Markets Portfolio                                
Lord Abbett Bond Debenture Portfolio                                  
Met/Franklin Mutual Shares Portfolio                                  
Met/Franklin Templeton Founding Strategy Portfolio                    
MetLife Aggressive Strategy Portfolio                                 

MetLife Balanced Plus Portfolio                                       

MetLife Balanced Strategy Portfolio                                   
MetLife Defensive Strategy Portfolio                                  
MetLife Growth Strategy Portfolio                                     
MetLife Moderate Strategy Portfolio                                   
Metlife Stock Index Portfolio                                         
MFS (Reg. TM) Research International Portfolio                        

MSCI EAFE (Reg. TM) Index Portfolio                                   

Pioneer Fund Portfolio                                                
Pioneer Strategic Income Portfolio                                    
Rainier Large Cap Equity Portfolio                                    

Schroders Global Multi-Asset Portfolio                                

SSgA Growth and Income ETF Portfolio                                  
SSgA Growth ETF Portfolio                                             
T. Rowe Price Large Cap Value Portfolio                               
Van Kampen Comstock Portfolio                                         

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

Goldman Sachs Mid Cap Value Portfolio                                 
Lazard Mid Cap Portfolio                                              
Lord Abbett Mid Cap Value Portfolio                                   
Met/Artisan Mid Cap Value Portfolio                                   
MetLife Mid Cap Stock Index Portfolio                                 
T. Rowe Price Mid Cap Growth Portfolio                                
Turner 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                       
RCM Technology 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 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                                                       

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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.                            

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 payment depending upon the          
performance of the portfolios you allocated your Purchase Payment to during the 
free look period. This means that you bear the risk of any decline in the value 
of your contract 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.                                           

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.)                                      

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--  

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 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 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
Lord Abbett 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 Lord Abbett 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 Lord Abbett 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 surrender charge on your old annuity, and there will be a   
new surrender 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                                                   

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representative whether the exchange would be advantageous, given the contract   
features, benefits and charges.                                                 

3. INVESTMENT OPTIONS                                                           

The contract offers 62 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 PROSPECTUSES BY CALLING OR WRITING TO US AT: METLIFE         
INVESTORS USA INSURANCE COMPANY, 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. We do not 
receive compensation from any of the advisers or subadvisers of any of the      
Investment Portfolios of the Met Investors Series Trust or the Metropolitan     
Series Fund (or their affiliates) for administrative or other services relating 
to the portfolios, excluding 12b-1 fees (see below). However, 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 "Fee Tables and Examples -   
Investment Portfolio Expenses" 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        
advisers to the subadvisers.) Additionally, an investment adviser 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.                                                                      

Each of the Met Investors Series Trust and the Metropolitan Series Fund has     
adopted a Distribution Plan under Rule 12b-1 of the Investment Company Act of   
1940. Each Investment Portfolio's 12b-1 Plan is described in more detail in the 
Investment Portfolio's prospectus. (See "Fee Tables and Examples - Investment   
Portfolio Expenses" and "Other Information -  Distributor.") Any payments we    
receive pursuant to those 12b-1 Plans are paid to us or our distributor.        
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 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 advisers are a   
component of the total                                                          

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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 (CLASS B OR, AS NOTED, CLASS C OR CLASS E)           

Met Investors Series Trust is a mutual fund with multiple portfolios. MetLife   
Advisers, LLC (MetLife Advisers), an affiliate of MetLife Investors USA, 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                 

American Funds (Reg. TM) Bond Portfolio (Class C)                     
American Funds (Reg. TM) Growth Portfolio (Class C)                   
American Funds (Reg. TM) International Portfolio (Class C)            

AQR Global Risk Balanced Portfolio                                    
BlackRock Global Tactical Strategies Portfolio                        

BlackRock High Yield Portfolio                                        
Clarion Global Real Estate Portfolio                                  
Goldman Sachs Mid Cap Value Portfolio                                 
Harris Oakmark International Portfolio                                

Invesco Balanced-Risk Allocation Portfolio                            

Invesco Small Cap Growth Portfolio                                    
Janus Forty Portfolio                                                 

JPMorgan Global Active Allocation Portfolio                           

Lazard Mid Cap Portfolio                                              
Legg Mason ClearBridge Aggressive Growth Portfolio                    
Loomis Sayles Global Markets Portfolio                                
Lord Abbett Bond Debenture Portfolio                                  
Lord Abbett Mid Cap Value Portfolio                                   
Met/Eaton Vance Floating Rate Portfolio                               
Met/Franklin Low Duration Total Return Portfolio                      
Met/Franklin Mutual Shares Portfolio                                  
Met/Templeton International Bond Portfolio*                           

MetLife Balanced Plus Portfolio                                       

MFS (Reg. TM) Emerging Markets Equity Portfolio                       
MFS (Reg. TM) Research International 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                         

Rainier Large Cap Equity Portfolio                                    
RCM Technology Portfolio                                              

Schroders Global Multi-Asset Portfolio                                

T. Rowe Price Large Cap Value Portfolio                               
T. Rowe Price Mid Cap Growth Portfolio                                
Third Avenue Small Cap Value Portfolio                                
Turner Mid Cap Growth Portfolio                                       
Van Kampen Comstock Portfolio                                         

* This portfolio is only available for investment if certain optional riders    
are elected. (See "Purchase -  Investment Allocation Restrictions for Certain   
Riders.")                                                                       

METROPOLITAN SERIES FUND                                                        

Metropolitan Series Fund is a mutual fund with multiple portfolios. MetLife     
Advisers, an affiliate of MetLife Investors USA, 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 subadvisers.) The following portfolios are available under the contract: 

Barclays Capital Aggregate Bond Index Portfolio(Class G)              
BlackRock Money Market Portfolio (Class B)                            
Davis Venture Value Portfolio (Class E)                               
Jennison Growth Portfolio (Class B)                                   

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Met/Artisan Mid Cap Value Portfolio (Class B)                         
Met/Dimensional International Small Company Portfolio (Class B)       
MetLife Mid Cap Stock Index Portfolio (Class G)                       
MetLife Stock Index Portfolio (Class B)                               

MSCI EAFE (Reg. TM) Index Portfolio (Class G)                         
(formerly Morgan Stanley EAFE (Reg. TM) Index Portfolio)      

Russell 2000 (Reg. TM) Index Portfolio (Class G)                      
Van Eck Global Natural Resources Portfolio (Class B)*                 
Western Asset Management U.S. Government Portfolio (Class B)          

* This portfolio is only available for investment if certain optional riders    
are elected. (See "Purchase -  Investment Allocation Restrictions for Certain   
Riders.")                                                                       

MET INVESTORS SERIES TRUST - METLIFE ASSET ALLOCATION PROGRAM (CLASS B)         

In addition to the portfolios listed above under Met Investors Series Trust,    
the following Class B portfolios are available under the contract:              

MetLife Defensive Strategy Portfoli                                   
MetLife Moderate Strategy Portfolio                                   
MetLife Balanced Strategy Portfolio                                   
MetLife Growth Strategy Portfolio                                     
MetLife Aggressive Strategy Portfolio                                 

MET INVESTORS SERIES TRUST - AMERICAN FUNDS (Reg. TM) ASSET ALLOCATION          
PORTFOLIOS (CLASS C)                                                            

In addition to the portfolios listed above under Met Investors Series Trust,    
the following Class C portfolios are also available under the contract:         

American Funds (Reg. TM) Moderate Allocation Portfolio                
American Funds (Reg. TM) Balanced Allocation Portfolio                
American Funds (Reg. TM) Growth Allocation Portfolio                  

MET INVESTORS SERIES TRUST - FRANKLIN TEMPLETON ASSET ALLOCATION PORTFOLIOS     
(CLASS B)                                                                       

In addition to the portfolios listed above under Met Investors Series Trust,    
the following Class B portfolio is also available under the contract:           

Met/Franklin Templeton Founding Strategy Portfolio                    

MET INVESTORS SERIES TRUST - SSGA ETF PORTFOLIOS (CLASS B)                      

In addition to the portfolios listed above under Met Investors Series Trust,    
the following Class B portfolios are also available under the contract:         

SSgA Growth and Income ETF Portfolio                                  
SSgA Growth ETF Portfolio                                             

DESCRIPTION OF THE METLIFE ASSET ALLOCATION PROGRAM                             

The MetLife Asset Allocation Program consists of the following five MetLife     
asset allocation portfolios (Class B), each of which is a portfolio of the Met  
Investors Series Trust. MetLife Advisers, LLC (MetLife Advisers), an affiliate  
of ours, is the investment manager of the MetLife asset allocation portfolios.  

METLIFE ASSET ALLOCATION PROGRAM PORTFOLIOS                                     
-------------------------------------------                                     

MetLife Defensive Strategy Portfolio                                  
MetLife Moderate Strategy Portfolio                                   
MetLife Balanced Strategy Portfolio                                   
MetLife Growth Strategy Portfolio                                     
MetLife Aggressive Strategy Portfolio                                 

Each portfolio is designed on established principles of asset allocation to     
achieve a specific risk profile. Each portfolio invests substantially all of    
its assets in the Class A shares of other Investment Portfolios of Met          
Investors Series Trust or Metropolitan Series Fund (the underlying portfolios). 
Each portfolio has a target allocation between the two broad asset classes      
(equity and fixed income). MetLife Advisers establishes specific target         
investment percentages for the asset classes and the various components of each 
asset category. MetLife Advisers determines these target allocations based on a 
variety of factors, including its long-term outlook for the return and risk     
characteristics of the various asset classes and the relationship between those 
asset classes. MetLife Advisers then selects the underlying portfolios in which 
each portfolio invests based on, among other factors, the underlying            
portfolios' investment objectives, policies, investment processes and portfolio 
analytical and management personnel. Periodically, MetLife Advisers will        
evaluate each portfolio's allocation between equity and fixed income, inclusive 
of the exposure to various investment styles and asset sectors, relative to     
each portfolio's risk profile. Concurrently, MetLife Advisers will consider     
whether to make changes to each portfolio's investments in any of the           
underlying portfolios. (See the fund prospectus for a description of each       
portfolio's target allocation.)                                                 

MetLife Advisers has hired an independent consultant to provide research and    
consulting services with respect to the asset allocation targets for each of    
the portfolios and to investment in the underlying portfolios, which may assist 

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MetLife Advisers in determining the underlying portfolios that may be available 
for investment and with the selection of and allocation of each portfolio's     
investments among the underlying portfolios. MetLife Advisers is responsible    
for paying the consulting fees.                                                 

DESCRIPTION OF THE AMERICAN FUNDS (Reg. TM) ASSET ALLOCATION PORTFOLIOS         

The following three American Funds (Reg. TM) Asset Allocation Portfolios (Class 
C) are each a portfolio of the Met Investors Series Trust. MetLife Advisers is  
the investment manager of the American Funds (Reg. TM) Asset Allocation         
Portfolios.                                                                     

AMERICAN FUNDS (Reg. TM) ASSET ALLOCATION PORTFOLIOS                            
----------------------------------------------------                            

American Funds (Reg. TM) Moderate Allocation Portfolio                
American Funds (Reg. TM) Balanced Allocation Portfolio                
American Funds (Reg. TM) Growth Allocation Portfolio                  

Each portfolio is designed on established principles of asset allocation to     
achieve a specific risk profile. Each portfolio will invest substantially all   
of its assets in certain funds of American Funds Insurance Series (Reg. TM)     
(the underlying portfolios). Each portfolio has a target allocation between the 
two broad asset classes (equity and fixed income). MetLife Advisers establishes 
specific target investment percentages for the broad asset classes and the      
various components of each asset category. MetLife Advisers determines these    
target allocations based on a variety of factors, including its long-term       
outlook for the return and risk characteristics of the various asset classes    
and the relationship between those asset classes. MetLife Advisers then selects 
the underlying portfolios in which each portfolio invests based on, among other 
factors, the underlying portfolios' investment objectives, policies, investment 
processes and portfolio analytical and management personnel.                    

Periodically, MetLife Advisers will evaluate each portfolio's allocation        
between equity and fixed income, inclusive of the exposure to various           
investment styles and asset sectors, relative to each portfolio's risk profile. 
Concurrently, MetLife Advisers will consider whether to make changes with       
respect to each portfolio's investments in any of the underlying portfolios.    
(See the fund prospectus for a description of each portfolio's target           
allocation.)                                                                    

DESCRIPTION OF THE MET/FRANKLIN TEMPLETON FOUNDING STRATEGY PORTFOLIO           

The Met/Franklin Templeton Founding Strategy Portfolio invests on a fixed       
percentage basis in a combination of Met Investors Series Trust portfolios      
sub-advised by subsidiaries of Franklin Resources, Inc., which, in turn, invest 
primarily in U.S. and foreign equity securities and, to a lesser extent,        
fixed-income and money market securities. The Met/                              

Franklin Templeton Founding Strategy Portfolio's assets are allocated on an     
equal basis (33 1/3%) among the Class A shares of the Met/Franklin Income       
Portfolio, Met/Franklin Mutual Shares Portfolio and Met/Templeton Growth        
Portfolio (the underlying portfolios). MetLife Advisers is the investment       
manager of the Met/Franklin Templeton Founding Strategy Portfolio. MetLife      
Advisers will periodically rebalance the portfolio's holdings as deemed         
necessary to bring the asset allocation of the portfolio back into alignment    
with its fixed percentage allocations. (See the fund prospectus for more        
information about the portfolio and the underlying portfolios in which it       
invests.)                                                                       

DESCRIPTION OF THE SSGA ETF PORTFOLIOS                                          

The SSgA Growth and Income ETF Portfolio (Class B) and the SSgA Growth ETF      
Portfolio (Class B) are each a portfolio of the Met Investors Series Trust.     
MetLife Advisers is the investment manager of the SSgA ETF Portfolios.          

Each portfolio was designed on established principles of asset allocation. Each 
portfolio will primarily invest its assets in other investment companies known  
as exchange-traded funds (underlying ETFs). Each underlying ETF invests         
primarily in equity securities or in fixed income securities, as applicable,    
typically in an effort to replicate the performance of a market index.          

Each of the SSgA ETF Portfolios has a different allocation among various asset  
classes (including large, mid and small capitalization, domestic equity,        
foreign, fixed income, high yield, real estate investment trusts and cash/money 
market). In addition, SSgA Funds Management, Inc. (SSgA Funds Management), the  
portfolios' subadviser, may also make allocations to investments in other asset 
classes. SSgA Funds Management establishes specific investment percentages for  
the asset classes and then selects the underlying ETFs in which a portfolio     
invests based on, among other factors, the historical performance of each       
underlying ETF and/or asset class, future risk/return expectations, and SSgA    
Funds Management's outlook for the economy, interest rates and financial        
markets. These allocations reflect varying degrees of potential investment risk 
and reward. The allocation between equity and fixed income underlying ETFs      
reflects greater or lesser emphasis on growth of capital and pursuing current   
income.                                                                         

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SSgA Funds Management will regularly review each portfolio's asset allocation   
among equities, fixed income, cash/cash equivalents and other asset classes,    
including the investment allocations within such asset classes and may make     
changes in the allocation as the market and economic outlook changes. SSgA      
Funds Management may add new underlying ETFs or replace existing underlying     
ETFs at its discretion. (See the fund prospectus for more information about     
each of the SSgA ETF Portfolios and the underlying ETFs.)                       

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 market      
timing or other transfers we determine are or would be to the disadvantage of   
other contract Owners. (See "Investment Options - Transfers - Market Timing.")  
We are 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 a GMIB rider or a GMIB 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                                  

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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; or                                                      

o  your Account Value in the Fixed Account equals or exceeds our published      
 maximum for Fixed Account allocation (currently, there is no 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 a form that we may require. 
If you own the contract with a Joint Owner, unless we are 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 4:00 p.m. Eastern  
Time to be received the following 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.                    

MARKET TIMING. 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"). Regardless of the existence of pricing inefficiencies, frequent      
transfers may also increase brokerage and administrative costs of the           
underlying Investment Portfolios and may disrupt portfolio management strategy, 
requiring a portfolio to maintain a high cash position and possibly resulting   
in lost investment opportunities and forced liquidations ("disruptive           
trading"). Accordingly, arbitrage trading and disruptive trading activities     
(referred to collectively as "market timing") 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       
American Funds (Reg. TM) International, BlackRock High Yield, Clarion Global    
Real Estate, Harris Oakmark International, Invesco Small Cap Growth, Loomis     
Sayles Global Markets, Lord Abbett Bond Debenture, Met/Eaton Vance Floating     
Rate, Met/Dimensional International Small Company, Met/Templeton International  
Bond, MFS (Reg. TM) Emerging Markets Equity, MFS (Reg. TM) Research             
International, Morgan Stanley EAFE (Reg. TM) Index, Pioneer Strategic Income,   
Russell 2000 (Reg. TM) Index, Third Avenue Small Cap Value, and Van Eck Global  
Natural Resources Portfolios), 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.     

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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. In addition to monitoring    
transfer activity in certain Investment Portfolios, we rely on the underlying   
Investment Portfolios to bring any potential disruptive trading activity they   
identify to our attention for investigation on a case-by-case basis. We will    
also investigate any other harmful transfer activity that we identify from time 
to time. We may revise these policies and procedures in our sole discretion at  
any time without prior notice.                                                  

Our policies and procedures may result in transfer restrictions being applied   
to deter market timing. Currently, when we detect transfer activity in the      
Monitored Portfolios that exceeds our current transfer limits, or other         
transfer activity that we believe may be harmful to other Owners or other       
persons who have an interest in the contracts, we require all future transfer   
requests to or from any Monitored Portfolios or other identified Investment     
Portfolios under that contract to be submitted with an original signature.      

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 evaluate trading patterns for market timing.   

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 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 market timing in 
any Investment Portfolios and there are no arrangements in place to permit any  
contract Owner to engage in market timing; 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 market timing transactions 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 market timing 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 market timing 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 market timing 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 disruptive trading activity, the Investment     
Portfolio may reject the entire omnibus order.                                  

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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 market timing and disruptive trading activities  
(even if an entire omnibus order is rejected due to the market timing or        
disruptive trading activity of a single contract Owner). You should read the    
Investment Portfolio prospectuses for more details.                             

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 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 
a GMIB rider or a GMIB 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.                                                                     

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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     
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 GMIB Max III, GMIB Max II, EDB Max III,   
or EDB Max II riders, the Fixed Account is not available for automatic          
rebalancing.                                                                    

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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 Legg Mason 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 Legg Mason   
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 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 for the Annuity        
Payment and death benefit guarantees made under the contract. These guarantees  
include 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                                                          

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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.                                                    

The EDB Max III rider may only be selected if you also select 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 70-75 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 Benefits - EDB Max III," "Death Benefit - Optional Death         
Benefits - EDB Max II," "Death Benefit - Optional Death Benefits - Enhanced     
Death Benefit III," or "Death Benefit - Optional Death Benefit - Enhanced Death 
Benefit II.")                                                                   

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.                         

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                         

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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 four different versions of the GMIB under  
this contract: GMIB Max III, GMIB Max II, GMIB Plus IV, and GMIB Plus III. Only 
GMIB Max III is currently 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      
Income Benefits" 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 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.                                   

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                                                                  

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. 

A withdrawal charge may be assessed if prior Purchase Payments are withdrawn    
pursuant to a divorce or separation instrument, if permissible under tax law.   

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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.            

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 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                                                                    

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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 fee table in this prospectus   
and 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. Annuity Payments must begin by the first day of the calendar month    
following the Annuitant's 90th birthday or 10 years from the date we issue your 
contract, whichever is later (this requirement may be changed by us).           

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 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.                                      

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, ANNUITIZING 
YOUR CONTRACT TERMINATES THE RIDER,                                             

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INCLUDING ANY 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. We ask you to 
choose an Annuity Option when you purchase the contract. You can change it at   
any time before the Annuity Date with 30 days notice to us.                     

If you do not choose an Annuity Option at the time you purchase the contract,   
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          

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of years regardless of whether the Annuitant or joint 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.                                     

You may withdraw the commuted value of the payments remaining 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 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, 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 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.                                                            

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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                                                              

GUARANTEED INCOME BENEFITS                                                      

We offer optional living benefit riders that, for an additional charge, offer   
protection against market risk (the risk that your investments may decline in   
value or underperform your expectations). The type of living benefit rider we   
currently offer is a guaranteed income benefit. Our guaranteed income benefit   
riders, called Guaranteed Minimum Income Benefits (GMIBs), are designed to      
allow you to invest your Account Value in the market while at the same time     
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. Only one version of the GMIB rider may be elected, 
and the rider must be elected at contract issue.                                

Each version of the GMIB is designed to guarantee a predictable, minimum level  
of fixed Annuity Payments, regardless of the investment performance of your     
Account Value during the Accumulation Phase. HOWEVER, IF APPLYING YOUR ACTUAL   
ACCOUNT VALUE AT THE TIME YOU ANNUITIZE THE CONTRACT TO THEN CURRENT ANNUITY    
PURCHASE RATES (OUTSIDE OF THE RIDER) PRODUCES HIGHER INCOME PAYMENTS, YOU WILL 
RECEIVE THE HIGHER PAYMENTS, AND THUS YOU WILL HAVE PAID FOR THE RIDER EVEN     
THOUGH IT WAS NOT USED. Also, 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.                                        

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There are four different versions of the GMIB under this contract: GMIB Max     
III, GMIB Max II, GMIB Plus IV, and GMIB Plus III. Only GMIB Max III is         
currently available for purchase.                                               

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.                       

Once a GMIB rider is elected, it cannot be terminated except as discussed       
below.                                                                          

FACTS ABOUT GUARANTEED INCOME BENEFIT RIDERS                                    

INCOME BASE AND GMIB ANNUITY PAYMENTS. Under the GMIB, we calculate an "Income  
Base" (as described below) that determines, in part, the minimum amount you     
receive as an income payment upon exercising the GMIB rider and annuitizing the 
contract. 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. After a minimum 10-year waiting  
period, and then only within 30 days following a contract anniversary, you may  
exercise the rider. We then will apply the Income Base calculated at the time   
of exercise to the conservative GMIB Annuity Table (as described below)         
specified in the rider in order to determine your minimum guaranteed lifetime   
fixed monthly Annuity Payments (your actual payment may be higher than this     
minimum if, as discussed above, the base contract under its terms would provide 
a higher payment).                                                              

THE GMIB ANNUITY TABLE. The GMIB Annuity Table is specified in the rider. For   
GMIB Max III, GMIB Max II, and GMIB Plus IV, this table is calculated based on  
the Annuity 2000 Mortality Table with 10 years of mortality improvement based   
on projection Scale AA and a 10-year age set back with interest of 1.0% per     
annum. For GMIB Plus III, this table is calculated based on the Annuity 2000    
Mortality Table with a 10-year age set back with interest of 1.5% per annum. As 
with other pay-out types, the amount you receive as an income payment also      
depends on the Annuity Option you select, your age, and (where permitted by     
state law) your sex. For the GMIB riders, the annuity rates for attained ages   
86 to 90 are the same as those for attained age 85. 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.              

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 Income Benefits 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.                                       

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

DESCRIPTION OF GMIB MAX III                                                     

The GMIB Max III rider is available only for Owners up through age 78, and you  
can only elect the GMIB Max III at the time you purchase the contract. THE GMIB 
MAX III RIDER MAY BE EXERCISED AFTER A 10-YEAR WAITING PERIOD AND THEN ONLY     
WITHIN 30 DAYS FOLLOWING A CONTRACT ANNIVERSARY, PROVIDED THAT THE EXERCISE     

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MUST OCCUR NO LATER THAN THE 30-DAY PERIOD FOLLOWING THE CONTRACT ANNIVERSARY   
PRIOR TO THE OWNER'S 91ST BIRTHDAY.                                             

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)    5%; 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.                                                   

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 5% 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.         

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 Max III" below for more information on the         
Automated Required Minimum Distribution Program and the Systematic Withdrawal   
Program.                                                                        

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If item (b) above (the required minimum distribution rate) is greater than    
item (a) above, 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 5% (item (a)). 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  
rider.                                                                          

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

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

(a)  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)  If total withdrawals in a Contract Year are not greater than the annual    
    increase rate multiplied by the Annual Increase Amount at the beginning of
the Contract Year, 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 replace the withdrawal adjustments defined in (a)    
  immediately above and 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 rate multiplied by the   
Annual Increase Amount at the beginning of the Contract Year, the Annual        
Increase Amount will be reduced in the same proportion that the entire          
withdrawal (including any applicable withdrawal charge) reduced the Account     
Value. This reduction may be significant, 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. Limiting     
your cumulative withdrawals during a Contract Year to not more than the annual  
increase rate multiplied by the Annual Increase Amount at the beginning of the  
Contract Year will result in dollar-for-dollar treatment of the withdrawals, as 
described in (b) immediately above.                                             

(See Appendix D for examples of the calculation of the Income Base, including   
the Highest Anniversary Value, the Annual Increase Amount, the annual increase  
rate, and the withdrawal adjustments.)                                          

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 annual        
increase rate on the Annual Increase Amount (5%). 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 (1.50%) OR (B) THE CURRENT RATE THAT WE 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      
oldest 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. If your   
contract has both the GMIB Max III rider and the EDB Max III 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                          

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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.                                          

The 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; and  

(3)  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 step-up.    

INVESTMENT ALLOCATION RESTRICTIONS. For a detailed description of the GMIB Max  
III investment allocation restrictions, see "Purchase - Investment Allocation   
Restrictions for the GMIB Max III, GMIB Max II, EDB Max III, and EDB Max II     
Riders."                                                                        

If you elect the GMIB Max III, you may not participate in the Dollar Cost       
Averaging (DCA) program. However, you may elect to participate in the Enhanced  
Dollar Cost Averaging (EDCA) program, provided that your destination Investment 
Portfolios are selected in accordance with the investment allocation            
restrictions.                                                                   

If you elect the GMIB Max III rider, you must allocate 100% of your Purchase    
Payments and Account Value among the Investment Portfolios listed in "Purchase  
- Investment Allocation Restrictions for the GMIB Max III, GMIB Max II, EDB Max 
III, and EDB Max II Riders", and                                                

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you will not be able to allocate Purchase Payments or Account Value to the      
Fixed Account or to a money market portfolio.                                   

The Investment Portfolios listed in "Purchase - Investment Allocation           
Restrictions for the GMIB Max III, GMIB Max II, EDB Max III, and EDB Max II     
Riders" (other than 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 III 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 GMIB Max III rider is not    
selected may offer the potential for higher returns. Before you select the GMIB 
Max III rider, you and your financial representative should carefully consider  
whether the investment options available with the rider meet your investment    
objectives and risk tolerance.                                                  

Restrictions on Investment Allocations If the GMIB Max III Rider Terminates. If 
---------------------------------------------------------------------------     
the GMIB Max III rider terminates (see "Terminating the GMIB Max III Rider"),   
or if you elected both the GMIB Max III rider and the EDB Max III rider and     
both riders terminate, 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 the GMIB 
Max III rider and the EDB Max III rider, and only the GMIB Max III rider has    
terminated, the investment allocation restrictions described above under        
"Purchase - Investment Allocation Restrictions for the GMIB Max III, GMIB Max   
II, EDB Max III, and EDB Max II Riders" will continue to apply.                 

POTENTIAL RESTRICTIONS ON SUBSEQUENT PURCHASE PAYMENTS FOR GMIB MAX III. (The   
following does not apply to GMIB Max III in Oregon.) In the future, we may      
choose not to permit Owners of existing contracts with the GMIB Max III rider   
to make subsequent Purchase Payments if: (a) the GMIB Max III rider is no       
longer available to new customers, or (b) we make certain changes to the terms  
of the GMIB Max III rider offered to new customers (for example, if we change   
the GMIB Max III rider charge; see your contract schedule for a list of the     
other changes). We will notify Owners of contracts with the GMIB Max III 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   
under "Purchase - Investment Allocation Restrictions for Certain Riders -       
Investment Allocation Restrictions for the GMIB Max III, GMIB Max II, EDB Max   
III, and EDB Max II Riders."                                                    

POTENTIAL RESTRICTIONS ON SUBSEQUENT PURCHASE PAYMENTS FOR GMIB MAX III -       
OREGON ONLY. In Oregon, we may choose not to permit Owners of existing          
contracts with the GMIB Max III 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 GMIB Max III 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 under "Purchase - Investment Allocation            
Restrictions for Certain Riders - Investment Allocation Restrictions for the    
GMIB Max III, GMIB Max II, EDB Max III, and EDB Max II Riders."                 

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 the "Purchase - Termination for Low Account      
Value" section of the prospectus; or (b) the rider charge is greater than your  
Account Value.                                                                  

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     

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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 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 Max III 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 MAX III RIDER WILL TERMINATE 
AS OF THE DATE THE OPTION TAKES EFFECT AND NO ADDITIONAL GMIB CHARGES WILL      
APPLY THEREAFTER. The variable annuity contract, however, will continue. The    
investment allocation restrictions described above will no longer apply (except 
as described above under "Restrictions on Investment Allocations if the GMIB    
Max III Rider Terminates"). If you elected both the GMIB Max III and EDB Max    
III riders, the EDB Max III investment allocation restrictions described in     
"Purchase - Investment Allocation Restrictions for the GMIB Max III, GMIB Max   
II, EDB Max III, and EDB Max II Riders" will continue to apply as long as the   
EDB Max III rider has not terminated.                                           

The Guaranteed Principal Option is not available in the state of Washington.    

EXERCISING THE GMIB MAX III RIDER. If you exercise the GMIB Max III, 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 Max III rider.         

The GMIB Annuity Table is specified in the rider. This table is calculated based
on the Annuity 2000 Mortality Table with 10 years of mortality improvement based
on projection Scale AA and a 10-year age set back with interest of 1.0% per     
annum. As with other payout types, the amount you receive as an income payment  
also depends on the Annuity Option you select, your age, and (where permitted by
state law) your sex. The annuity rates for attained ages 86 to 90 are the same  
as those for attained age 85. 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 Max III, 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 THE AMOUNT OF THE GUARANTEED MINIMUM LIFETIME INCOME THAT THE GMIB MAX III   
PRODUCES IS LESS THAN THE AMOUNT OF ANNUITY INCOME THAT                         

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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 - 
Purchase Payments"), 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. As noted above, the annuity rates in the GMIB Annuity    
Table are calculated based on the Annuity 2000 Mortality Table with 10 years of 
mortality improvement based on projection Scale AA and a 10-year age set back   
with interest of 1.0% per annum. However, the GMIB Max III payout rates are     
enhanced under the following circumstances.                                     

If you select the GMIB Max III rider and if:                                    

o  you take no withdrawals prior to age 62;                                     

o  your Account Value is fully withdrawn or decreases to zero at or after your  
62nd birthday 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 Max III rider will equal or     
exceed 5% of 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 Max 
III 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 age 62 and subsequently   
died, if that Owner's spouse continued the contract and the GMIB Max III rider, 
the spouse would be eligible for the 5% enhanced payout rate described above,   
even if the spouse were younger than age 62 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 described above is based on the spouse's age when the 
spouse begins to take withdrawals.                                              

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

TERMINATING THE GMIB MAX III RIDER. Except as otherwise provided in the GMIB    
Max III 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         

g)    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 GMIB Max III 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                

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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 Max III rider terminates, the corresponding rider charge          
terminates and the GMIB Max III investment allocation restrictions, described   
above, will no longer apply (except as described above under "Restrictions on   
Investment Allocations If the GMIB Max III Rider Terminates").                  

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

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 Max III 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 Max III    
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 5% of the Annual Increase   
Amount at the beginning of the Contract Year. Any amounts above 5% of the       
Annual Increase Amount 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 Max III and enroll in the Systematic Withdrawal Program and elect to   
receive monthly payments totaling 5% of 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 Max III rider.                               

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

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

DESCRIPTION OF GMIB MAX II                                                      

The GMIB Max II rider is no longer available for purchase. The GMIB Max II      
rider is available only for Owners up through age 78, and you can only elect    
the GMIB Max II at the time you purchase the contract. THE GMIB MAX II RIDER    
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.                                                          

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                                                                        

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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)    5.5%; 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.                                                   

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 5.5% 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.         

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 Max II" 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, 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 5.5% (item (a)). 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  
rider.                                                                          

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

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

(a)    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                     

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  Value attributed to that withdrawal (including any applicable withdrawal
charge); or                                                           

(b)  If total withdrawals in a Contract Year are not greater than the annual    
    increase rate multiplied by the Annual Increase Amount at the beginning of
the Contract Year, 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 replace the withdrawal adjustments defined in (a)    
  immediately above and 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 rate multiplied by the   
Annual Increase Amount at the beginning of the Contract Year, the Annual        
Increase Amount will be reduced in the same proportion that the entire          
withdrawal (including any applicable withdrawal charge) reduced the Account     
Value. This reduction may be significant, 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. Limiting     
your cumulative withdrawals during a Contract Year to not more than the annual  
increase rate multiplied by the Annual Increase Amount at the beginning of the  
Contract Year will result in dollar-for-dollar treatment of the withdrawals, as 
described in (b) immediately above.                                             

(See Appendix D for examples of the calculation of the Income Base, including   
the Highest Anniversary Value, the Annual Increase Amount, the annual increase  
rate, and the withdrawal adjustments.)                                          

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 annual        
increase rate on the Annual Increase Amount (5.5%). 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 (1.50%) OR (B) THE CURRENT RATE THAT WE 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      
oldest 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. If your   
contract has both the GMIB Max II rider and the EDB Max II 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                   

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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.                                          

The 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; and  

(3)  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 step-up.    

INVESTMENT ALLOCATION RESTRICTIONS. For a detailed description of the GMIB Max  
II investment allocation restrictions, see "Purchase - Investment Allocation    
Restrictions for the GMIB Max III, GMIB Max II, EDB Max III, and EDB Max II     
Riders."                                                                        

If you elect the GMIB Max II, you may not participate in the Dollar Cost        
Averaging (DCA) program. However, you may elect to participate in the Enhanced  
Dollar Cost Averaging (EDCA) program, provided that your destination Investment 
Portfolios are selected in accordance with the investment allocation            
restrictions.                                                                   

If you elect the GMIB Max II rider, you must allocate 100% of your Purchase     
Payments and Account Value among the Investment Portfolios listed in "Purchase  
- Investment Allocation Restrictions for the GMIB Max III, GMIB Max II, EDB Max 
III, and EDB Max II Riders", and you will not be able to allocate Purchase      
Payments or Account Value to the Fixed Account or to a money market portfolio.  

The Investment Portfolios listed in "Purchase - Investment Allocation           
Restrictions for the GMIB Max III, GMIB Max II, EDB Max III, and EDB Max II     
Riders" (other than 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 II 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 GMIB Max II rider is not     
selected may offer the potential for higher returns. Before you select the GMIB 
Max II rider, you and your financial representative should carefully consider   
whether the investment options available with the rider meet your investment    
objectives and risk tolerance.                                                  

Restrictions on Investment Allocations If the GMIB Max II Rider Terminates. If  
--------------------------------------------------------------------------      
the GMIB Max II rider terminates (see "Terminating the GMIB Max II Rider"), or  
if you elected both the GMIB Max II rider and the EDB Max II rider and both     
riders terminate, 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 the GMIB 
Max II rider and the EDB Max II                                                 

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rider, and only the GMIB Max II rider has terminated, the investment allocation 
restrictions described above under "Purchase - Investment Allocation            
Restrictions for the GMIB Max III, GMIB Max II, EDB Max III, and EDB Max II     
Riders" will continue to apply.                                                 

POTENTIAL RESTRICTIONS ON SUBSEQUENT PURCHASE PAYMENTS. (The following two      
paragraphs do not apply to contracts issued in Oregon. For information on       
Oregon, see the "Oregon Only" paragraphs below.) In the future, we may choose   
not to permit Owners of existing contracts with a GMIB Max II rider to make     
subsequent Purchase Payments if: (a) the GMIB Max II rider is no longer         
available to new customers, or (b) we make certain changes to the terms of the  
GMIB Max II 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 a GMIB Max II 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 under       
"Purchase -  Investment Allocation Restrictions for the GMIB Max III, GMIB Max  
II, EDB Max III, and EDB Max II Riders."                                        

CURRENT RESTRICTIONS ON SUBSEQUENT PURCHASE PAYMENTS. 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 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.                                                                           

POTENTIAL RESTRICTIONS ON SUBSEQUENT PURCHASE PAYMENTS -  OREGON ONLY. In       
Oregon, we may choose not to permit Owners of existing contracts with the GMIB  
Max II 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 GMIB Max  
II 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 under "Purchase - Investment Allocation Restrictions for the GMIB  
Max III, GMIB Max II, EDB Max III, and EDB Max II Riders."                      

CURRENT RESTRICTIONS ON SUBSEQUENT PURCHASE PAYMENTS -  OREGON ONLY. 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.                                                  

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 the "Purchase - Termination for Low Account      
Value" section of the prospectus; or (b) the rider charge is greater than your  
Account Value.                                                                  

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     

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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 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 Max II 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 MAX II RIDER WILL TERMINATE  
AS OF THE DATE THE OPTION TAKES EFFECT AND NO ADDITIONAL GMIB CHARGES WILL      
APPLY THEREAFTER. The variable annuity contract, however, will continue. The    
investment allocation restrictions described above will no longer apply (except 
as described above under "Restrictions on Investment Allocations if the GMIB    
Max II Rider Terminates"). If you elected both the GMIB Max II and EDB Max II   
riders, the EDB Max II investment allocation restrictions described in          
"Purchase - Investment Allocation Restrictions for the GMIB Max III, GMIB Max   
II, EDB Max III, and EDB Max II Riders" will continue to apply as long as the   
EDB Max II rider has not terminated.                                            

The Guaranteed Principal Option is not available in the state of Washington.    

EXERCISING THE GMIB MAX II RIDER. If you exercise the GMIB Max II, 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 Max II rider.          

The GMIB Annuity Table is specified in the rider. This table is calculated based
on the Annuity 2000 Mortality Table with 10 years of mortality improvement based
on projection Scale AA and a 10-year age set back with interest of 1.0% per     
annum. As with other payout types, the amount you receive as an income payment  
also depends on the Annuity Option you select, your age, and (where permitted by
state law) your sex. The annuity rates for attained ages 86 to 90 are the same  
as those for attained age 85. 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 Max II, 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 THE AMOUNT OF THE GUARANTEED MINIMUM LIFETIME INCOME THAT THE GMIB MAX II    
PRODUCES IS LESS THAN THE AMOUNT OF ANNUITY INCOME THAT WOULD BE PROVIDED BY    
APPLYING CONTRACT VALUE                                                         

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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 - 
Purchase Payments"), 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. As noted above, the annuity rates in the GMIB Annuity    
Table are calculated based on the Annuity 2000 Mortality Table with 10 years of 
mortality improvement based on projection Scale AA and a 10-year age set back   
with interest of 1.0% per annum. However, the GMIB Max II payout rates are      
enhanced under the following circumstances.                                     

If you select the GMIB Max II rider and if:                                     

o  you take no withdrawals prior to age 62;                                     

o  your Account Value is fully withdrawn or decreases to zero at or after your  
62nd birthday 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 Max II rider will equal or      
exceed 5% of the Income Base (calculated on the date the payments are           
determined).                                                                    

Alternatively, if you select the GMIB Max II rider and if:                      

o  you take no withdrawals prior to age 67;                                     

o  your Account Value is fully withdrawn or decreases to zero at or after your  
67th birthday 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 Max II rider will equal or      
exceed 5.5% of 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 Max 
II 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 age 62 and subsequently died, if that    
Owner's spouse continued the contract and the GMIB Max II rider, the spouse     
would be eligible for the 5% enhanced payout rate described above, even if the  
spouse were younger than age 62 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 described above is based on the spouse's age when the     
spouse begins to take withdrawals.                                              

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

TERMINATING THE GMIB MAX II RIDER. Except as otherwise provided in the GMIB Max 
II 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).                                   

Under our current administrative procedures, we will waive the termination of   
the GMIB Max II 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 Max II rider terminates, the corresponding rider charge           
terminates and the GMIB Max II investment allocation restrictions, described    
above, will no longer apply (except as described above under "Restrictions on   
Investment Allocations If the GMIB Max II Rider Terminates").                   

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

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 Max II 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 Max II     
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 5.5% of the Annual Increase 
Amount at the beginning of the Contract Year. Any amounts above 5.5% of the     
Annual Increase Amount 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 Max II and enroll in the Systematic Withdrawal Program and elect to    
receive monthly payments totaling 5.5% of 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 Max II rider.                                

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

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

DESCRIPTION OF GMIB PLUS IV                                                     

The GMIB Plus IV rider is no longer available for purchase. The GMIB Plus IV    
rider is available only for Owners up through age 78, and you can only elect    
the GMIB Plus IV at the time you purchase the contract. THE GMIB PLUS IV RIDER  
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.                                                          

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  

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    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 Plus IV 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)    4.5%; 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.                                                   

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 4.5% (item (a) above) 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.                                                        

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 Plus IV" 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, 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 4.5% (item (a)). Therefore, the annual increase rate for     
that                                                                            

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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  
Plus IV rider.                                                                  

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

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

(a)    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)    If total withdrawals in a Contract Year are not greater than the annual  
    increase rate multiplied by the Annual Increase Amount at the beginning of
the Contract Year, 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 replace the withdrawal adjustments defined in (a)    
  immediately above and 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 rate multiplied by the   
Annual Increase Amount at the beginning of the Contract Year, the Annual        
Increase Amount will be reduced in the same proportion that the entire          
withdrawal (including any applicable withdrawal charge) reduced the Account     
Value. This reduction may be significant, 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. Limiting     
your cumulative withdrawals during a Contract Year to not more than the annual  
increase rate multiplied by the Annual Increase Amount at the beginning of the  
Contract Year will result in dollar-for-dollar treatment of the withdrawals, as 
described in (b) immediately above.                                             

(See Appendix D for examples of the calculation of the Income Base, including   
the Highest Anniversary Value, the Annual Increase Amount, the annual increase  
rate, and the withdrawal adjustments.)                                          

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 annual        
increase rate on the Annual Increase Amount (4.5%). 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 (1.50%) OR (B) THE CURRENT RATE THAT WE 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      
oldest 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. If your   
contract has both the GMIB Plus IV rider and the Enhanced Death Benefit III     
(EDB III) 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             

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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.                                          

The 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; and  

(3)  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 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.    

INVESTMENT ALLOCATION RESTRICTIONS. For a detailed description of the GMIB Plus 
IV investment allocation restrictions, see "Purchase - Investment Allocation    
Restrictions for GMIB Plus IV, EDB III, GMIB Plus III, and EDB II".             

If you elect the GMIB Plus IV, you may not participate in the Dollar Cost       
Averaging (DCA) program. However, you may elect to participate in the Enhanced  
Dollar Cost Averaging (EDCA) program, provided that your destination Investment 
Portfolios are selected in accordance with the investment allocation            
restrictions.                                                                   

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                                                                 

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  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 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 Plus IV 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 PLUS IV RIDER WILL TERMINATE 
AS OF THE DATE THE OPTION TAKES EFFECT AND NO ADDITIONAL GMIB CHARGES WILL      
APPLY THEREAFTER. The variable annuity contract, however, will continue. If you 
only elected the GMIB Plus IV, the investment allocation restrictions described 
above will no longer apply. If you elected both the GMIB Plus IV and the        
Enhanced Death Benefit III, the Enhanced Death Benefit III investment           
allocation restrictions described in "Purchase - Investment Allocation          
Restrictions for GMIB Plus IV, EDB III, GMIB Plus III, and EDB II" will         
continue to apply as long as the Enhanced Death Benefit III rider has not       
terminated.                                                                     

The Guaranteed Principal Option is not available in the state of Washington.    

EXERCISING THE GMIB PLUS IV RIDER. If you exercise the GMIB Plus IV, 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 Plus IV rider.         

The GMIB Annuity Table is specified in the rider. For GMIB Plus IV, this table  
is calculated based on the Annuity 2000 Mortality Table with 10 years of        
mortality improvement based on projection scale AA and a 10-year age set back   
with interest of 1.0% per annum. As with other payout types, the amount you     
receive as an income payment also depends on the Annuity Option you select,     
your age, and (where permitted by state law) your sex. The annuity rates for    
attained ages 86 to 90 are the same as those for attained age 85. 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 Plus IV, 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 THE AMOUNT OF THE GUARANTEED MINIMUM LIFETIME INCOME THAT THE GMIB PLUS IV   
PRODUCES IS LESS THAN THE AMOUNT OF ANNUITY INCOME THAT WOULD BE PROVIDED BY    
APPLYING YOUR ACCOUNT 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                                 

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and inactivity (see "Purchase - Purchase Payments"), 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. As noted above, for the GMIB Plus IV rider, the annuity  
rates in the GMIB Annuity Table are calculated based on the Annuity 2000        
Mortality Table with 10 years of mortality improvement based on projection      
scale AA and a 10-year age set back with interest of 1.0% per annum. However,   
the GMIB Plus IV payout rates are enhanced under the following circumstances.   
If:                                                                             

o  you take no withdrawals prior to age 60;                                     

o  your Account Value is fully withdrawn or decreases to zero at or after your  
60th birthday 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 Plus IV rider will equal or     
exceed 4.5% of 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     
Plus IV 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 age 60 and subsequently   
died, if that Owner's spouse continued the contract and the GMIB Plus IV rider, 
the spouse would be eligible for the 4.5% enhanced payout rate described above, 
even if the spouse were younger than age 60 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 described above is based on the spouse's age when the 
spouse begins to take withdrawals.                                              

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

TERMINATING THE GMIB PLUS IV RIDER. Except as otherwise provided in the GMIB    
Plus IV 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         

g)    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 GMIB Plus IV 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.     

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When the GMIB Plus IV rider terminates, the corresponding GMIB Plus IV rider    
charge terminates and the GMIB Plus IV investment allocation restrictions,      
described above, will no longer apply.                                          

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

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 Plus IV 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 Plus IV    
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 4.5% of the Annual Increase 
Amount at the beginning of the Contract Year. Any amounts above 4.5% of the     
Annual Increase Amount 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 Plus IV and enroll in the Systematic Withdrawal Program and elect to   
receive monthly payments totaling 4.5% of 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 Plus IV rider.                               

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

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

DESCRIPTION OF GMIB PLUS III                                                    

The GMIB Plus III rider is no longer available for purchase. The GMIB Plus III  
rider is available only for Owners up through age 78, and you can only elect    
the GMIB Plus III at the time you purchase the contract. THE GMIB PLUS III      
RIDER 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.                                                          

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).                        

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(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 Plus III 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)    5%; 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.                                                   

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 5% (item (a) above) 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.                                                        

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 Plus III" 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, 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 5% (item (a)). 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  
Plus III rider.                                                                 

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

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

(a)    The withdrawal adjustment for each withdrawal in a Contract Year is the  
 value of the Annual Increase Amount immediately prior to the withdrawal

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    multiplied by the percentage reduction in Account Value attributed to that
withdrawal (including any applicable withdrawal charge); or           

(b)  If total withdrawals in a Contract Year are not greater than the annual    
    increase rate multiplied by the Annual Increase Amount at the beginning of
the Contract Year, 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 replace the withdrawal adjustments defined in (a)    
  immediately above and 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 rate multiplied by the   
Annual Increase Amount at the beginning of the Contract Year, the Annual        
Increase Amount will be reduced in the same proportion that the entire          
withdrawal (including any applicable withdrawal charge) reduced the Account     
Value. This reduction may be significant, 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. Limiting     
your cumulative withdrawals during a Contract Year to not more than the annual  
increase rate multiplied by the Annual Increase Amount at the beginning of the  
Contract Year will result in dollar-for-dollar treatment of the withdrawals, as 
described in (b) immediately above.                                             

(See Appendix D for examples of the calculation of the Income Base, including   
the Highest Anniversary Value, the Annual Increase Amount, the annual increase  
rate, and the withdrawal adjustments.)                                          

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 annual        
increase rate on the Annual Increase Amount (5%). 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 (1.50%) OR (B) THE CURRENT RATE THAT WE 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      
oldest 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. If your   
contract has both the GMIB Plus III rider and the Enhanced Death Benefit II     
(EDB II) 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                                                                             

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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.                                          

The 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; and  

(3)  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 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.    

INVESTMENT ALLOCATION RESTRICTIONS. For a detailed description of the GMIB Plus 
III investment allocation restrictions, see "Purchase - Investment Allocation   
Restrictions for GMIB Plus IV, EDB III, GMIB Plus III, and EDB II".             

If you elect the GMIB Plus III, you may not participate in the Dollar Cost      
Averaging (DCA) program. However, you may elect to participate in the Enhanced  
Dollar Cost Averaging (EDCA) program, provided that your destination Investment 
Portfolios are selected in accordance with the investment allocation            
restrictions.                                                                   

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 

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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 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 Plus III 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 PLUS III RIDER WILL          
TERMINATE AS OF THE DATE THE OPTION TAKES EFFECT AND NO ADDITIONAL GMIB CHARGES 
WILL APPLY THEREAFTER. The variable annuity contract, however, will continue.   
If you only elected the GMIB Plus III, the investment allocation restrictions   
described above will no longer apply. If you elected both the GMIB Plus III and 
the Enhanced Death Benefit II, the Enhanced Death Benefit II investment         
allocation restrictions described in "Purchase - Investment Allocation          
Restrictions for GMIB Plus IV, EDB III, GMIB Plus III, and EDB II" will         
continue to apply as long as the Enhanced Death Benefit II rider has not        
terminated.                                                                     

The Guaranteed Principal Option is not available in the state of Washington.    

EXERCISING THE GMIB PLUS III RIDER. If you exercise the GMIB Plus III, 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 Plus III rider.        

The GMIB Annuity Table is specified in the rider. For GMIB Plus III, this     
table is calculated based on the Annuity 2000 Mortality Table with a 10-year age
set back with interest of 1.5% per annum. As with other payout types, the amount
you receive as an income payment also depends on the Annuity Option you select, 
your age, and (where permitted by state law) your sex. The annuity rates for    
attained ages 86 to 90 are the same as those for attained age 85. 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 Plus III, 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 THE AMOUNT OF THE GUARANTEED MINIMUM LIFETIME INCOME THAT THE GMIB PLUS III  
PRODUCES IS LESS THAN THE AMOUNT OF ANNUITY INCOME THAT WOULD BE PROVIDED BY    
APPLYING YOUR ACCOUNT 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 - 
Purchase Payments"), 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. As noted above, for the GMIB Plus III rider, the annuity 
rates in the GMIB Annuity Table are calculated based on the Annuity 2000        
Mortality Table with a 10-year age set back with interest of 1.5% per annum.    
However, the GMIB Plus III payout rates are enhanced under the following        
circumstances. If:                                                              

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o  you take no withdrawals prior to age 62;                                     

o  your Account Value is fully withdrawn or decreases to zero at or after your  
62nd birthday 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 Plus III rider will equal or    
exceed 5.5% of the Income Base (calculated on the date the payments are         
determined).                                                                    

Alternatively, the GMIB Plus III payout rates are enhanced under the following  
circumstances. If:                                                              

o  you take no withdrawals prior to age 60;                                     

o  your Account Value is fully withdrawn or decreases to zero at or after your  
60th birthday 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 Plus III rider will equal or    
exceed 5% of 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     
Plus III 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 age 60 and subsequently   
died, if that Owner's spouse continued the contract and the GMIB Plus III       
rider, the spouse would be eligible for the 5% enhanced payout rate described   
above, even if the spouse were younger than age 60 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 described above is based on the spouse's age when the 
spouse begins to take withdrawals.                                              

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

TERMINATING THE GMIB PLUS III RIDER. Except as otherwise provided in the GMIB   
Plus III 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         

g)    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 GMIB Plus III 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 Plus III rider terminates, the corresponding GMIB Plus III rider  
charge terminates and                                                           

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the GMIB Plus III investment allocation restrictions, described above, will no  
longer apply.                                                                   

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

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 Plus III 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 Plus III   
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 5% of the Annual Increase   
Amount at the beginning of the Contract Year. Any amounts above 5% of the       
Annual Increase Amount 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 Plus III and enroll in the Systematic Withdrawal Program and elect to  
receive monthly payments totaling 5% of 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 Plus III rider.                              

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

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

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                                           

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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(ies). 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 III rider. You can also select the Additional Death Benefit -    

Earnings Preservation Benefit, either individually or with the Annual Step-Up   
Death Benefit rider. The EDB Max II, Enhanced Death Benefit III, Enhanced Death 
Benefit II, and Compounded-Plus Death Benefit riders are no longer available    
for purchase. 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 75 or younger at the effective date of     
your contract, you may select the EDB Max III rider.                            

The EDB Max III rider may only be elected if you have 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 III,   
EDB Max II, Enhanced Death Benefit III, Enhanced Death Benefit II).             

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. 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 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. This death benefit 
amount remains 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.) Any      
death benefit amounts held in the Investment Portfolios on behalf of the        
remaining Beneficiaries are subject to investment risk. There is no additional  
death benefit guarantee.                                                        

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 oldest 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                          

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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 will be determined in accordance with (1) or (2) above.          

(See Appendix E 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 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 is equal to the greatest of (1), (2) or (3).                            

(See Appendix E for examples of the Annual Step-Up death benefit rider.)        

OPTIONAL DEATH BENEFIT - EDB MAX III                                            

In states where approved, you may select the EDB Max III rider (subject to      
investment allocation restrictions) if you are age 75 or younger at the         
effective date of your contract                                                 

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and have elected the GMIB Max III rider. If you select the EDB Max III rider,   
you may not select the Additional Death Benefit - Earnings Preservation         
Benefit. The Enhanced Death Benefit (EDB) riders are referred to in your        
contract and rider as the "Guaranteed Minimum Death Benefit" or GMDB.           

EDB MAX III RIDER MUST BE ELECTED WITH GMIB MAX III RIDER. The EDB Max III      
rider may only be elected if you have elected the GMIB Max III rider. 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 Annuity Payments begin under a GMIB       
rider, the EDB rider will be terminated.                                        

DESCRIPTION OF EDB MAX III. If you select the EDB Max III, the amount of the    
death benefit will be the greater of:                                           

(1)    the Account Value; or                                                    

(2)    the Death Benefit Base.                                                  

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 5% per year.                                       

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 your 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.                     

(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 a Death Benefit Base under   
the EDB Max III 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)    5%; 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.                                                   

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                                        

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    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 5% (item (a) above) 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.                                                        

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 Max III" 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, 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 5% (item (a)). 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      
Enhanced Death Benefit rider.                                                   

After the contract anniversary immediately prior to the Owner's 91st birthday,  
the annual increase rate is 0%.                                                 

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

(a)  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 attributable to
  that partial withdrawal (including any applicable withdrawal charge); or

(b)  (1) if total withdrawals in a Contract Year are not greater than the       
annual increase rate multiplied by the Annual Increase Amount at the  
 beginning of the Contract Year; (2) if the withdrawals occur before the
  contract anniversary immediately prior to your 91st birthday; and (3) if
    these withdrawals are payable to the Owner (or the Annuitant, if the Owner
is 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 replace
 the withdrawal adjustments defined in (a) immediately above and 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 rate multiplied by the   
Annual Increase Amount at the beginning of the Contract Year, the Annual        
Increase Amount will be reduced in the same proportion that the entire          
withdrawal (including any applicable withdrawal charge) reduced the Account     
Value. This reduction may be significant, 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 Enhanced Death Benefit  
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 rate multiplied by the Annual Increase Amount at  
the beginning of the Contract Year) will result in dollar-for-dollar treatment  
of the withdrawals.                                                             

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                                                                        

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subsequent Purchase Payment and reduced proportionately by the percentage       
reduction in Account Value attributable to each subsequent withdrawal           
(including any applicable withdrawal charge). 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 subsequent Purchase Payment 
and reduced by the withdrawal adjustments described above.                      

(See Appendix E for examples of the calculation of the Death Benefit Base,      
including the Highest Anniversary Value, the Annual Increase Amount, the annual 
increase rate, and the withdrawal adjustments.)                                 

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 annual        
increase rate on the Annual Increase Amount (5%). 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 (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.                                                           

An Optional Step-Up is permitted only if: (1) the Account Value exceeds the     
Annual Increase Amount immediately before the Optional Step-Up; and (2) the     
Owner (or oldest 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. If your contract has both the GMIB Max III rider and the EDB Max III   
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  
an Optional Step-Up 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.                                          

The 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; and                                               

 (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                                                               

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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 step-up. 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 EDB Max   
III investment allocation restrictions, see "Purchase - Investment Allocation   
Restrictions for the GMIB Max III, GMIB Max II, EDB Max III, and EDB Max II     
Riders."                                                                        

If you elect the EDB Max III, you may not participate in the Dollar Cost        
Averaging (DCA) program. However, you may elect to participate in the Enhanced  
Dollar Cost Averaging (EDCA) program, provided that your destination Investment 
Portfolios are selected in accordance with the investment allocation            
restrictions.                                                                   

If you elect the EDB Max III rider, you must allocate 100% of your Purchase     
Payments and Account Value among the Investment Portfolios listed in "Purchase  
- Investment Allocation Restrictions for the GMIB Max III, GMIB Max II, EDB Max 
III, and EDB Max II Riders," and you will not be able to allocate Purchase      
Payments or Account Value to the Fixed Account or to a money market portfolio.  

The Investment Portfolios listed in "Purchase - Investment Allocation           
Restrictions for the GMIB Max III, GMIB Max II, EDB Max III, and EDB Max II     
Riders" (other than 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 EDB Max III 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 EDB Max III rider is not     
selected may offer the potential for higher returns. Before you select the EDB  
Max III rider, you and your financial representative should carefully consider  
whether the investment options available with the rider meet your investment    
objectives and risk tolerance.                                                  

Restrictions on Investment Allocations if the EDB Max III Rider Terminates. As  
--------------------------------------------------------------------------      
noted above, the EDB Max III rider may only be elected if you have elected the  
GMIB Max III rider. If both the GMIB Max III and the EDB Max III riders         
terminate, the investment allocation restrictions described under "Purchase -   
Investment Allocation Restrictions for GMIB Max III, GMIB Max II, EDB Max III,  
and EDB Max II 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, but not to the Fixed Account. However, if you  
elected both the GMIB Max III and the EDB Max III riders, and only the GMIB Max 
III rider has terminated, the investment allocation restrictions described      
under "Purchase -  Investment Allocation Restrictions for GMIB Max III, GMIB    
Max II, EDB Max III, and EDB Max II Riders" will continue to apply.             

POTENTIAL RESTRICTIONS ON SUBSEQUENT PURCHASE PAYMENTS FOR EDB MAX III. (The    
following does not apply to EDB Max III in Oregon.) In the future, we may       
choose not to permit Owners of existing contracts with the EDB Max III rider to 
make subsequent Purchase Payments if: (a) the EDB Max III rider is no longer    
available to new customers, or (b) we make certain changes to the terms of the  
EDB Max III rider offered to new customers (for example, if we change the EDB   
Max III rider charge; see your contract schedule for a list of the other        
changes). We will notify Owners of contracts with the EDB Max III 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      
under "Purchase -  Investment Allocation Restrictions for GMIB Max III, GMIB    
Max II, EDB Max III, and EDB Max II Riders."                                    

POTENTIAL RESTRICTIONS ON SUBSEQUENT PURCHASE PAYMENTS FOR EDB MAX III -        
OREGON ONLY. In Oregon, we may choose not to permit Owners of existing          
contracts with the EDB Max III 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               

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contracts with the EDB Max III 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 under "Purchase -  Investment Allocation 
Restrictions for GMIB Max III, GMIB Max II, EDB Max III, and EDB Max II Riders."

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 the "Purchase - Termination for Low Account      
Value" section of the prospectus; or (b) the rider charge is greater than your  
Account Value.                                                                  

TERMINATING THE EDB MAX III 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 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 amount 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 Max III 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.              

(See Appendix E for examples of the Enhanced Death Benefit.)                    

USE OF AUTOMATED REQUIRED MINIMUM DISTRIBUTION PROGRAM AND SYSTEMATIC           
WITHDRAWAL PROGRAM WITH EDB MAX III                                             

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 Max III 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 the death benefit provided by the EDB   
Max III 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 5% of the Annual      
Increase Amount at the beginning of the Contract Year with the EDB Max III. Any 
amounts above 5% of the Annual Increase Amount 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 EDB Max III, enroll in the Systematic Withdrawal Program, 
and elect to receive monthly payments totaling 5% of 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.                                                    

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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 Max III rider.   

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

OPTIONAL DEATH BENEFIT - EDB MAX II                                             

The EDB Max II rider is no longer available for purchase. The EDB Max II rider  
was available (subject to investment allocation restrictions) for contract      
Owners age 75 or younger at the effective date of the contract who elected the  
GMIB Max II rider. If you selected the EDB Max II rider, you could not select   
the Additional Death Benefit - Earnings Preservation Benefit. The Enhanced Death
Benefit (EDB) riders are referred to in your contract and rider as the          
"Guaranteed Minimum Death Benefit" or GMDB.                                     

EDB MAX II RIDER MUST BE ELECTED WITH GMIB MAX II RIDER. The EDB Max II rider   
could only be elected if you elected the GMIB Max II rider. You should          
understand that by electing both a GMIB rider and an EDB rider, you are 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 Annuity Payments begin under a GMIB       
rider, the EDB rider will be terminated.                                        

DESCRIPTION OF EDB MAX II. If you select the EDB Max II, the amount of the      
death benefit will be the greater of:                                           

(1)    the Account Value; or                                                    

(2)    the Death Benefit Base.                                                  

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 5.5% per year.                                     

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 your 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.                     

(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 a Death Benefit Base under   
the EDB Max II rider that helps determine the amount of the death benefit. One  
of the                                                                          

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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)    5.5%; 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.                                                   

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 5.5% (item (a) above) 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.                                                        

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 Max II" 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, 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 5.5% (item (a)). 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 Enhanced Death Benefit rider.                                               

After the contract anniversary immediately prior to the Owner's 91st birthday,  
the annual increase rate is 0%.                                                 

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

(a)  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 attributable to
  that partial withdrawal (including any applicable withdrawal charge); or

(b)  (1) if total withdrawals in a Contract Year are not greater than the       
annual increase rate multiplied by the Annual Increase Amount at the  
 beginning of the Contract Year; (2) if the withdrawals occur before the
  contract anniversary immediately prior to your 91st birthday; and (3) if
    these withdrawals are payable to the Owner (or the Annuitant, if the Owner
is 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 replace
 the withdrawal adjustments defined in (a) immediately above and 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 rate multiplied by the   
Annual Increase Amount at the beginning of the Contract Year, the Annual        
Increase Amount will be reduced in the same proportion that the entire          
withdrawal (including any applicable withdrawal charge) reduced the Account     
Value. This reduction may be significant, particularly when the                 

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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      
Enhanced Death Benefit 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 rate multiplied by the       
Annual Increase Amount at the beginning of the Contract Year) will result in    
dollar-for-dollar treatment of the withdrawals.                                 

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 proportionately by the         
percentage reduction in Account Value attributable to each subsequent           
withdrawal (including any applicable withdrawal charge). 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 subsequent Purchase 
Payment and reduced by the withdrawal adjustments described above.              

(See Appendix E for examples of the calculation of the Death Benefit Base,      
including the Highest Anniversary Value, the Annual Increase Amount, the annual 
increase rate, and the withdrawal adjustments.)                                 

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 annual        
increase rate on the Annual Increase Amount (5.5%). 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 (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.                                                           

An Optional Step-Up is permitted only if: (1) the Account Value exceeds the     
Annual Increase Amount immediately before the Optional Step-Up; and (2) the     
Owner (or oldest 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. If your contract has both the GMIB Max II rider and the EDB Max II     
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  
an Optional Step-Up 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.                                          

The 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; and                                               

 (2)   may reset the rider charge to a rate that does not exceed the lower
of: (a) the Maximum Optional                                

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       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 step-up. 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 EDB Max   
II investment allocation restrictions, see "Purchase - Investment Allocation    
Restrictions for the GMIB Max III, GMIB Max II, EDB Max III, and EDB Max II     
Riders."                                                                        

If you elect the EDB Max II, you may not participate in the Dollar Cost         
Averaging (DCA) program. However, you may elect to participate in the Enhanced  
Dollar Cost Averaging (EDCA) program, provided that your destination Investment 
Portfolios are selected in accordance with the investment allocation            
restrictions.                                                                   

If you elect the EDB Max II rider, you must allocate 100% of your Purchase      
Payments and Account Value among the Investment Portfolios listed in "Purchase  
- Investment Allocation Restrictions for the GMIB Max III, GMIB Max II, EDB Max 
III, and EDB Max II Riders," and you will not be able to allocate Purchase      
Payments or Account Value to the Fixed Account or to a money market portfolio.  

The Investment Portfolios listed in "Purchase - Investment Allocation           
Restrictions for the GMIB Max III, GMIB Max II, EDB Max III, and EDB Max II     
Riders" (other than 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 EDB Max II 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 EDB Max II rider is not      
selected may offer the potential for higher returns. Before you select the EDB  
Max II rider, you and your financial representative should carefully consider   
whether the investment options available with the rider meet your investment    
objectives and risk tolerance.                                                  

Restrictions on Investment Allocations if the EDB Max II Rider Terminates. As   
-------------------------------------------------------------------------       
noted above, the EDB Max II rider may only be elected if you have elected the   
GMIB Max II rider. If both the GMIB Max II and the EDB Max II riders terminate, 
the investment allocation restrictions described under "Purchase - Investment   
Allocation Restrictions for GMIB Max III, GMIB Max II, EDB Max III, and EDB Max 
II 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, but not to the Fixed Account. However, if you elected    
both the GMIB Max II and the EDB Max II riders, and only the GMIB Max II rider  
has terminated, the investment allocation restrictions described under          
"Purchase - Investment Allocation Restrictions for GMIB Max III, GMIB Max II,   
EDB Max III, and EDB Max II Riders" will continue to apply.                     

POTENTIAL RESTRICTIONS ON SUBSEQUENT PURCHASE PAYMENTS FOR EDB MAX II. In the   
future, we may choose not to permit Owners of existing contracts with the EDB   
Max II rider to make subsequent Purchase Payments if: (a) the EDB Max II rider  
is no longer available to new customers, or (b) we make certain changes to the  
terms of the EDB Max II rider offered to new customers (for example, if we      
change the EDB Max II rider charge; see your contract schedule for a list of    
the other changes). We will notify Owners of contracts with the EDB Max II      
rider                                                                           

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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   
under "Purchase -  Investment Allocation Restrictions for GMIB Max III, GMIB    
Max II, EDB Max III, and EDB Max II Riders."                                    

CURRENT RESTRICTIONS ON SUBSEQUENT PURCHASE PAYMENTS FOR EDB MAX II. 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 EDB Max II, 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.                                                     

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 the "Purchase -                                  

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

TERMINATING THE EDB MAX II 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 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 amount 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 Max II 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.              

(See Appendix E for examples of the Enhanced Death Benefit.)                    

USE OF AUTOMATED REQUIRED MINIMUM DISTRIBUTION PROGRAM AND SYSTEMATIC           
WITHDRAWAL PROGRAM WITH EDB MAX II                                              

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 Max II 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 the death benefit provided by the EDB   
Max II 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 5.5% of the Annual    
Increase Amount at the beginning of the Contract Year with the EDB Max II. Any  
amounts                                                                         

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above 5.5% of the Annual Increase Amount 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 EDB Max II, enroll in the Systematic Withdrawal Program, and elect to 
receive monthly payments totaling 5.5% of 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 Max II rider.    

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

OPTIONAL DEATH BENEFIT - ENHANCED DEATH BENEFIT III                             

The Enhanced Death Benefit III (EDB III) rider is no longer available for       
purchase. The Enhanced Death Benefit III rider was available (subject to        
investment allocation restrictions) for contract Owners age 75 or younger at    
the effective date of the contract who elected the GMIB Plus IV rider. If you   
selected the EDB III rider, you could not select the Additional Death Benefit - 
Earnings Preservation Benefit. The Enhanced Death Benefit (EDB) riders are      
referred to in your contract and rider as the "Guaranteed Minimum Death         
Benefit" or GMDB.                                                               

DESCRIPTION OF EDB III. If you select the EDB III, the amount of the death      
benefit will be the greater of:                                                 

(1)    the Account Value; or                                                    

(2)    the Death Benefit Base.                                                  

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 4.5% per year.                                     

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 your 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.                     

(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 a Death Benefit Base under   
the EDB III 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:                           

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(a)    4.5%; 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.                                                   

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 4.5% (item (a) above) 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.                                                        

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 III" 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, 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 4.5% (item (a)). 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 Enhanced Death Benefit rider.                                               

After the contract anniversary immediately prior to the Owner's 91st birthday,  
the annual increase rate is 0%.                                                 

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

(a)  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 attributable to
  that partial withdrawal (including any applicable withdrawal charge); or

(b)  (1) if total withdrawals in a Contract Year are not greater than the       
annual increase rate multiplied by the Annual Increase Amount at the  
 beginning of the Contract Year; (2) if the withdrawals occur before the
  contract anniversary immediately prior to your 91st birthday; and (3) if
    these withdrawals are payable to the Owner (or the Annuitant, if the Owner
is 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 replace
 the withdrawal adjustments defined in (a) immediately above and 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 rate multiplied by the   
Annual Increase Amount at the beginning of the Contract Year, the Annual        
Increase Amount will be reduced in the same proportion that the entire          
withdrawal (including any applicable withdrawal charge) reduced the Account     
Value. This reduction may be significant, 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 Enhanced Death Benefit  
rider. Complying with the three conditions described in (b) immediately above   
(including limiting your cumulative withdrawals during a Contract Year to not   

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more than the annual increase rate multiplied by the Annual Increase Amount at  
the beginning of the Contract Year) will result in dollar-for-dollar treatment  
of the withdrawals.                                                             

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 proportionately by the         
percentage reduction in Account Value attributable to each subsequent           
withdrawal (including any applicable withdrawal charge). 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 subsequent Purchase 
Payment and reduced by the withdrawal adjustments described above.              

(See Appendix E for examples of the calculation of the Death Benefit Base,      
including the Highest Anniversary Value, the Annual Increase Amount, the annual 
increase rate, and the withdrawal adjustments.)                                 

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 annual        
increase rate on the Annual Increase Amount (4.5%). 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 (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.                                                           

An Optional Step-Up is permitted only if: (1) the Account Value exceeds the     
Annual Increase Amount immediately before the Optional Step-Up; and (2) the     
Owner (or oldest 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. If your contract has both the GMIB Plus IV rider and the EDB III       
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  
an Optional Step-Up 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.                                          

The 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; and                                               

 (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. 

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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 step-up. 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 EDB III   
investment allocation restrictions, see "Purchase - Investment Allocation       
Restrictions for GMIB Plus IV, EDB III, GMIB Plus III, and EDB II."             

If you elect the EDB III, you may not participate in the Dollar Cost Averaging  
(DCA) program. However, you may elect to participate in the Enhanced Dollar     
Cost Averaging (EDCA) program, provided that your destination Investment        
Portfolios are selected in accordance with the investment allocation            
restrictions.                                                                   

TERMINATING THE EDB III 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 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 amount 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 III 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.              

(See Appendix E for examples of the Enhanced Death Benefit.)                    

USE OF AUTOMATED REQUIRED MINIMUM DISTRIBUTION PROGRAM AND SYSTEMATIC           
WITHDRAWAL PROGRAM WITH EDB III                                                 

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 III 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 the death benefit provided by the EDB   
III rider.) The Automated Required Minimum Distribution Program calculates      
minimum distribution requirements with respect to your contract and makes       

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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 4.5% of the Annual    
Increase Amount at the beginning of the Contract Year with the EDB III. Any     
amounts above 4.5% of the Annual Increase Amount 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 EDB III, enroll in the Systematic Withdrawal Program, and 
elect to receive monthly payments totaling 4.5% of 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 III rider.       

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

OPTIONAL DEATH BENEFIT - ENHANCED DEATH BENEFIT II                              

The Enhanced Death Benefit II (EDB II) rider is no longer available for         
purchase. The Enhanced Death Benefit II rider was available (subject to         
investment allocation restrictions) for contract Owners age 75 or younger at    
the effective date of the contract who elected the GMIB Plus III rider. If you  
selected the EDB II rider, you could not select the Additional Death Benefit -  
Earnings Preservation Benefit. The Enhanced Death Benefit (EDB) riders are      
referred to in your contract and rider as the "Guaranteed Minimum Death         
Benefit" or GMDB.                                                               

DESCRIPTION OF EDB II. If you select the EDB II, the amount of the death        
benefit will be the greater of:                                                 

(1)    the Account Value; or                                                    

(2)    the Death Benefit Base.                                                  

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 5% per year.                                       

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 your 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.                     

(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.                                       

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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 a Death Benefit Base under   
the EDB II 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)    5%; 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.                                                   

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 5% (item (a) above) 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.                                                        

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 II" 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, 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 5% (item (a)). 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      
Enhanced Death Benefit rider.                                                   

After the contract anniversary immediately prior to the Owner's 91st birthday,  
the annual increase rate is 0%.                                                 

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

(a)  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 attributable to
  that partial withdrawal (including any applicable withdrawal charge); or

(b)  (1) if total withdrawals in a Contract Year are not greater than the       
annual increase rate multiplied by the Annual Increase Amount at the  
 beginning of the Contract Year; (2) if the withdrawals occur before the
  contract anniversary immediately prior to your 91st birthday; and (3) if
    these withdrawals are payable to the Owner (or the Annuitant, if the Owner
is 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 replace
 the withdrawal adjustments defined in (a) immediately above and will be
treated as                                                            

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   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 rate multiplied by the   
Annual Increase Amount at the beginning of the Contract Year, the Annual        
Increase Amount will be reduced in the same proportion that the entire          
withdrawal (including any applicable withdrawal charge) reduced the Account     
Value. This reduction may be significant, 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 Enhanced Death Benefit  
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 rate multiplied by the Annual Increase Amount at  
the beginning of the Contract Year) will result in dollar-for-dollar treatment  
of the withdrawals.                                                             

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 proportionately by the         
percentage reduction in Account Value attributable to each subsequent           
withdrawal (including any applicable withdrawal charge). 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 subsequent Purchase 
Payment and reduced by the withdrawal adjustments described above.              

(See Appendix E for examples of the calculation of the Death Benefit Base,      
including the Highest Anniversary Value, the Annual Increase Amount, the annual 
increase rate, and the withdrawal adjustments.)                                 

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 annual        
increase rate on the Annual Increase Amount (5%). 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 (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.                                                           

An Optional Step-Up is permitted only if: (1) the Account Value exceeds the     
Annual Increase Amount immediately before the Optional Step-Up; and (2) the     
Owner (or oldest 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. If your contract has both the GMIB Plus III rider and the EDB II       
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  
an Optional Step-Up 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.)    

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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.                                          

The 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; and                                               

 (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 step-up. 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 EDB II    
investment allocation restrictions, see "Purchase - Investment Allocation       
Restrictions for GMIB Plus IV, EDB III, GMIB Plus III, and EDB II."             

If you elect the EDB II, you may not participate in the Dollar Cost Averaging   
(DCA) program. However, you may elect to participate in the Enhanced Dollar     
Cost Averaging (EDCA) program, provided that your destination Investment        
Portfolios are selected in accordance with the investment allocation            
restrictions.                                                                   

TERMINATING THE EDB II 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 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 amount 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 II 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.              

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(See Appendix E for examples of the Enhanced Death Benefit.)                    

USE OF AUTOMATED REQUIRED MINIMUM DISTRIBUTION PROGRAM AND SYSTEMATIC           
WITHDRAWAL PROGRAM WITH EDB II                                                  

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 II 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 the death benefit provided by the EDB   
II 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 5% of the Annual      
Increase Amount at the beginning of the Contract Year with the EDB II. Any      
amounts above 5% of the Annual Increase Amount 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 EDB II, enroll in the Systematic Withdrawal Program, and  
elect to receive monthly payments totaling 5% of 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 II rider.        

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

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                       

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              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 E for examples of the Compounded-Plus death benefit rider.)       

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.             

Benefit Percentage

                                                                [Download Table]
                                     
   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       

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will terminate (and the corresponding death benefit rider charge will also      
terminate).                                                                     

GENERAL DEATH BENEFIT PROVISIONS                                                

The death benefit amount remains in the Separate Account until distribution     
begins. From the time the death benefit is determined until complete            
distribution is made, any amount in the Separate Account will continue to be    
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.      

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, 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                                       

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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").          

Under the Internal Revenue Code (the "Code"), spousal continuation and certain  
distribution options are available only to a person who is defined as a         
"spouse" under the Federal Defense of Marriage Act or other applicable Federal  
law. All contract provisions will be interpreted and administered in accordance 
with the requirements of the Code. Therefore, under current Federal law, a      
purchaser who has or is contemplating a civil union or same-sex marriage should 
note that the favorable tax treatment afforded under Federal law would not be   
available to such same-sex partner or same-sex spouse. Same-sex partners or     
spouses who own or are considering the purchase of annuity products that        
provide benefits based upon status as a spouse should consult a tax adviser.    

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  
a form acceptable to us. You may revoke the election only in writing and only   
in a form acceptable to us. 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                                                   

The following discussion is general in nature and is not intended as tax        
advice. Each person concerned should consult a competent tax adviser. No        
attempt is made to consider any applicable state tax or other tax laws, or to   
address any state and local estate, inheritance and other tax consequences of   
ownership or receipt of distributions under a contract.                         

When you invest in an annuity contract, you usually do not pay taxes on your    
investment gains until you withdraw the money, generally for retirement         
purposes. If you invest in an annuity contract as part of an individual         
retirement plan, pension plan or employer-sponsored retirement program, your    
contract is called a QUALIFIED CONTRACT. The tax rules applicable to Qualified  
Contracts vary according to the type of retirement plan and the terms and       
conditions of the plan. You should note that for any Qualified Contract, the    
tax deferred accrual feature is provided by the tax qualified retirement plan,  
and as a result there should be reasons other than tax deferral for acquiring   
the contract within a qualified plan.                                           

If your annuity is independent of any formal retirement or pension plan, it is  
termed a NON-QUALIFIED CONTRACT.                                                

Under current federal income tax law, the taxable portion of distributions      
under variable annuity contracts and qualified plans (including IRAs) is not    
eligible for the reduced tax rate applicable to long-term capital gains and     
qualifying dividends.                                                           

TAXATION OF NON-QUALIFIED CONTRACTS                                             

NON-NATURAL PERSON. If a non-natural person (e.g., a trust) owns a              
Non-Qualified Contract, the taxpayer generally must include in income any       
increase in the excess of the Account Value over the investment in the contract 
(generally, the premiums or other consideration paid for the contract) during   
the taxable year. There are some exceptions to this rule and a prospective      
Owner that is not a natural person should discuss these with a tax adviser.     

The following discussion generally applies to Non-Qualified Contracts owned by  
natural persons.                                                                

WITHDRAWALS. When a withdrawal from a Non-Qualified Contract occurs, the amount 
received will be treated as ordinary income subject to tax up to an amount      
equal to                                                                        

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the excess (if any) of the Account Value immediately before the distribution    
over the Owner's investment in the contract (generally, the premiums or other   
consideration paid for the contract, reduced by any amount previously           
distributed from the contract that was not subject to tax) at that time. In the 
case of a surrender under a Non-Qualified Contract, the amount received         
generally will be taxable only to the extent it exceeds the Owner's investment  
in the contract.                                                                

It is conceivable that certain benefits or the charges for certain benefits     
such as any of the guaranteed death benefits (including, but not limited to,    
the Earnings Preservation Benefit) could be considered to be taxable each year  
as deemed distributions from the contract to pay for non-annuity benefits. We   
currently treat these charges and benefits as an intrinsic part of the annuity  
contract and do not tax report these as taxable income until distributions are  
actually made. However, it is possible that this may change in the future if we 
determine that this is required by the IRS. If so, the charges or benefits      
could also be subject to a 10% penalty tax if the taxpayer is under age 59 1/2. 

We reserve the right to change our tax reporting practices if we determine that 
they are not in accordance with IRS guidance (whether formal or informal).      

ADDITIONAL PENALTY TAX ON CERTAIN WITHDRAWALS. In the case of a distribution    
(or a deemed distribution) from a Non-Qualified Contract, there may be imposed  
a federal tax penalty equal to 10% of the amount treated as income. In general, 
however, there is no penalty on distributions:                                  

o  made on or after the taxpayer reaches age 59 1/2;                            

o  made on or after the death of an Owner;                                      

o  attributable to the taxpayer's becoming disabled;                            

o  made as part of a series of substantially equal periodic payment (at least   
annually) for the life (or life expectancy) of the taxpayer or the joint  
lives (or joint life expectancies) of the taxpayer and his or her         
designated Beneficiary; or                                                

o  under certain immediate income annuities providing for substantially equal   
payments made at least annually.                                          

Other exceptions may be applicable under certain circumstances and special      
rules may be applicable in connection with the exceptions enumerated above.     
Also, additional exceptions apply to distributions from a Qualified Contract.   
You should consult a tax adviser with regard to exceptions from the penalty     
tax.                                                                            

ANNUITY PAYMENTS. Although tax consequences may vary depending on the payout    
option elected under an annuity contract, a portion of each Annuity Payment is  
generally not taxed and the remainder is taxed as ordinary income. The          
non-taxable portion of any Annuity Payment is generally determined in a manner  
that is designed to allow you to recover your investment in the contract        
ratably on a tax-free basis over the expected stream of Annuity Payments, as    
determined when Annuity Payments start. Once your investment in the contract    
has been fully recovered, however, the full amount of each Annuity Payment is   
subject to tax as ordinary income. In general, the amount of each payment under 
a variable Annuity Payment option that can be excluded from federal income tax  
is the remaining after-tax cost in the amount annuitized at the time such       
payments commence, divided by the number of expected payments, subject to       
certain adjustments. No deduction is permitted for any excess of such           
excludable amount for a year over the Annuity Payments actually received in     
that year. However, you may elect to increase the excludable amount             
attributable to future years by a ratable portion of such excess. Consult your  
tax adviser as to how to make such election and also as to how to treat the     
loss due to any unrecovered investment in the contract when the income stream   
is terminated. Once the investment in the contract has been recovered through   
the use of the excludable amount, the entire amount of all future payments are  
includable in taxable income.                                                   

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 the fixed Annuity Option and variable Investment Portfolios,  
as well as transfers between Investment Portfolios after the annuity starting   
date. Consult your tax adviser.                                                 

Starting in 2011, if your contract allows and you elect to apply less than the  
entire Account Value of your contract to a pay-out option provided under the    
contract ("partial annuitization"), an exclusion ratio will apply to the        
Annuity Payments you receive, provided the payout period is for 10 years or     
more, or for the life of one or more individuals. Your after-tax Purchase       
Payments in the contract will be allocated pro rata between the annuitized      
portion of the contract and the portion that remains                            

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deferred. Consult your own independent tax adviser before you partially         
annuitize your contract.                                                        

TAXATION OF DEATH BENEFIT PROCEEDS. Amounts may be distributed from a           
Non-Qualified Contract because of your death or the death of the Annuitant.     
Generally, such amounts are includible in the income of the recipient as        
follows: (i) if distributed in a lump sum, they are taxed in the same manner as 
a surrender of the contract, or (ii) if distributed under a payout option, they 
are taxed in the same way as Annuity Payments.                                  

See the Statement of Additional Information as well as "Death Benefit - General 
Death Benefit Provisions" in this prospectus for a general discussion on the    
federal income tax rules applicable to how death benefits must be distributed.  

TRANSFERS, ASSIGNMENTS OR EXCHANGES OF A CONTRACT. Where otherwise permitted    
under the terms of the contract, a transfer or assignment of ownership of a     
Non-Qualified Contract, the designation or change of an Annuitant, the          
selection of certain maturity dates, or the exchange of a contract may result   
in certain adverse tax consequences to you that are not discussed herein. An    
Owner contemplating any such transfer, assignment, exchange or event should     
consult a tax adviser as to the tax consequences.                               

WITHHOLDING. Annuity distributions are generally subject to withholding for the 
recipient's federal income tax liability. Recipients can generally elect,       
however, not to have tax withheld from distributions.                           

MULTIPLE CONTRACTS. The tax law provides that deferred annuities issued after   
October 21, 1988 by the same insurance company or an affiliate in the same      
calendar year to the same Owner are combined for tax purposes. As a result, a   
greater portion of your withdrawals may be considered taxable income than you   
would otherwise expect. Please consult your own tax adviser.                    

OWNERSHIP OF THE INVESTMENTS. In certain circumstances, Owners of variable      
annuity 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 funds available  
and the flexibility of the contract Owner to allocate premium payments and      
transfer amounts among the funding options, 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.                   

FURTHER INFORMATION. We believe that the contracts will qualify as annuity      
contracts for federal income tax purposes and the above discussion is based on  
that assumption. Further details can be found in the Statement of Additional    
Information under the heading "Tax Status of the Contracts."                    

TAXATION OF QUALIFIED CONTRACTS                                                 

The tax rules applicable to Qualified Contracts vary according to the type of   
retirement plan and the terms and conditions of the plan. Your rights under a   
Qualified Contract may be subject to the terms of the retirement plan itself,   
regardless of the terms of the Qualified Contract. 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.                  

WITHDRAWALS. In the case of a withdrawal under a Qualified Contract, a ratable  
portion of the amount received is taxable, generally based on the ratio of the  
"investment in the contract" to the individual's total account balance or       
accrued benefit under the retirement plan. The "investment in the contract"     
generally equals the amount of any non-deductible Purchase Payments paid by or  
on behalf of any individual. In many cases, the "investment in the contract"    
under a Qualified Contract can be zero.                                         

INDIVIDUAL RETIREMENT ACCOUNTS (IRAS). IRAs, as defined in Section 408 of the   
Internal Revenue Code (Code), permit individuals to make annual contributions   
of up to the lesser of the applicable dollar amount for the year (for 2012,     
$5,000 plus, for an Owner age 50 or older, $1,000) or the amount of             
compensation includible in the individual's gross income for the year. The      
contributions may be deductible in whole or in part, depending on the           
individual's income. Distributions from certain retirement plans may be "rolled 
over" into an IRA on a tax-deferred basis without regard to these limits.       
Amounts in the IRA (other than non-deductible contributions) are taxed when     
distributed from the IRA. A 10% penalty tax generally applies to distributions  
made before age 59 1/2, unless an exception applies. The Internal Revenue       
Service (IRS) has                                                               

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approved the forms of the IRA and SIMPLE IRA endorsements, when used with the   
contract and certain of its riders (including enhanced death benefits), but     
your contract may differ from the approved version because of differences in    
riders or state insurance law requirements. Traditional IRAs/SEPs, SIMPLE IRAs  
and Roth IRAs may not invest in life insurance. The contract may provide death  
benefits that could exceed the greater of premiums paid or the account balance. 
The final required minimum distribution income tax regulations generally treat  
such benefits as part of the annuity contract and not as life insurance and     
require the value of such benefits to be included in the participant's interest 
that is subject to the required minimum distribution rules.                     

SIMPLE IRA. A SIMPLE IRA permits certain small employers to establish SIMPLE    
plans as provided by Section 408(p) of the Code, under which employees may      
elect to defer to a SIMPLE IRA a percentage of compensation up to $11,500 for   
2012. The sponsoring employer is generally required to make matching or non-    
elective contributions on behalf of employees. Distributions from SIMPLE IRA's  
are subject to the same restrictions that apply to IRA distributions and are    
taxed as ordinary income. Subject to certain exceptions, premature              
distributions prior to age 59 1/2 are subject to a 10% penalty tax, which is    
increased to 25% if the distribution occurs within the first two years after    
the commencement of the employee's participation in the plan.                   

ROTH IRA. A Roth IRA, as described in Code section 408A, permits certain        
eligible individuals to make non-deductible contributions to a Roth IRA in cash 
or as a rollover or transfer from another Roth IRA or other IRA. A rollover     
from or conversion of an IRA to a Roth IRA is generally subject to tax, and     
other special rules apply. The Owner may wish to consult a tax adviser before   
combining any converted amounts with any other Roth IRA contributions,          
including any other conversion amounts from other tax years. Distributions from 
a Roth IRA generally are not taxed, except that, once aggregate distributions   
exceed contributions to the Roth IRA, income tax and a 10% penalty tax may      
apply to distributions made (1) before age 59 1/2 (subject to certain           
exceptions) or (2) during the five taxable years starting with the year in      
which the first contribution is made to any Roth IRA. A 10% penalty tax may     
apply to amounts attributable to a conversion from an IRA if they are           
distributed during the five taxable years beginning with the year in which the  
conversion was made.                                                            

PENSION PLANS. Corporate pension and profit-sharing plans under Section 401(a)  
of the Code allow corporate employers to establish various types of retirement  
plans for employees, and self-employed individuals to establish qualified plans 
for themselves and their employees. Adverse tax consequences to the retirement  
plan, the participant or both may result if the contract is transferred to any  
individual as a means to provide benefit payments, unless the plan complies     
with all the requirements applicable to such benefits prior to transferring the 
contract. Subject to certain exceptions, premature distributions prior to age   
59 1/2 are subject to a 10% penalty tax. The contract includes optional death   
benefits that in some cases may exceed the greater of the premium payments or   
the Account Value.                                                              

TAX SHELTERED ANNUITIES. Tax Sheltered Annuities (TSA) that qualify under       
section 403(b) of the Code allow employees of certain Section 501(c)(3)         
organizations and public schools to exclude from their gross income the premium 
payments made, within certain limits, on a contract that will provide an        
annuity for the employee's retirement. These premium payments may be subject to 
FICA (social security) tax. Distributions of (1) salary reduction contributions 
made in years beginning after December 31, 1988; (2) earnings on those          
contributions; and (3) earnings on amounts held as of the close of the last     
year beginning before January 1, 1989, are not allowed prior to age 59 1/2,     
severance from employment, death or disability. Salary reduction contributions  
may also be distributed upon hardship, but would generally be subject to        
penalties.                                                                      

Income tax regulations issued in July 2007 require certain fundamental changes  
to these arrangements, including: (a) a requirement that there be a written     
plan document in addition to the annuity contract (or section 403(b)(7)         
custodial account), (b) significant restrictions on the ability of participants 
to direct proceeds between 403(b) annuity contracts and (c) new restrictions on 
withdrawals of amounts attributable to contributions other than elective        
deferrals.                                                                      

The regulations are now in effect, including a prohibition on use of new life   
insurance under section 403(b) arrangements and rules affecting payroll taxes   
on certain types of contributions. Please note that, in light of the            
regulations, this contract is not available for purchase via a "90-24"          
transfer.                                                                       

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Recent income tax regulations also provide certain new restrictions on          
withdrawals of amounts from tax sheltered annuities that are not attributable   
to salary reduction contributions. Under these regulations, 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. This new withdrawal restriction is   
applicable for tax sheltered annuity contracts issued on or after January 1,    
2009.                                                                           

Recently enacted legislation allows (but does not require) 403(b) plans that    
offer designated Roth accounts to permit participants to roll their non-Roth    
account assets into a designated Roth account under the same plan, provided the 
non-Roth assets are distributable under the plan and otherwise eligible for     
rollover.                                                                       

SECTION 457(B) PLANS. An eligible 457(b) plan, while not actually a qualified   
plan as that term is normally used, provides for certain eligible deferred      
compensation plans with respect to service for state governments, local         
governments, political subdivisions, agencies, instrumentalities and certain    
affiliates of such entities, and tax exempt organizations. Under such plans a   
participant may specify the form of investment in which his or her              
participation will be made. Under a non-governmental plan, which must be a      
tax-exempt entity under section 501(c) of the Code, all such investments,       
however, 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.                                                

SEPARATE ACCOUNT CHARGES FOR DEATH BENEFITS. For contracts purchased under      
section 401(a) plans or 403(b) plans, certain death benefits could conceivably  
be characterized as an incidental benefit, the amount of which is limited in    
any pension or profit-sharing plan. Because the death benefits, in certain      
cases, may exceed this limitation employers using a contract in connection with 
such plans should consult their tax adviser. Additionally, it is conceivable    
that the explicit charges for, or the amount of the mortality and expense       
charges allocable to, such benefits may be considered taxable distributions.    

OTHER TAX ISSUES. Qualified Contracts (including contracts under section 457(b) 
plans) have required minimum distribution (RMD) rules that govern the timing    
and amount of distributions. You should refer to your retirement plan, adoption 
agreement, or consult a tax adviser for more information about these            
distribution rules. Failure to meet such rules generally results in the         
imposition of a 50% excise tax on the amount that should have been, but was     
not, distributed.                                                               

Final income tax regulations regarding minimum distribution requirements were   
released in June 2004. These regulations affect both deferred and income        
annuities. Under these rules, effective with respect to minimum distributions   
required for the 2006 distribution year, in general, the value of all benefits  
under a deferred annuity (including death benefits in excess of Account Value,  
as well as all living benefits) must be added to the Account Value in computing 
the amount required to be distributed over the applicable period.               

The final required minimum distribution regulations permit income payments to   
increase due to "actuarial gain" which includes the investment performance of   
the underlying assets, as well as changes in actuarial factors and assumptions  
under certain conditions. Additionally, withdrawals may also be permitted under 
certain conditions. The new rules are not entirely clear, and you should        
consult with your own tax adviser to determine whether your variable income     
annuity will satisfy these rules for your own situation.                        

For RMDs 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 RMD rules are complex, so consult with your tax adviser    
because the application of these rules to your particular circumstances may     
have been impacted by the 2009 RMD waiver.                                      

Distributions from Qualified Contracts generally are subject to withholding for 
the Owner's federal income tax liability. The withholding rate varies according 
to the type of distribution and the Owner's tax status. The Owner will be       
provided the opportunity to elect not to have tax withheld from distributions.  

"Eligible rollover distributions" from section 401(a), 403(a), 403(b) and       
governmental section 457(b) plans are                                           

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subject to a mandatory federal income tax withholding of 20%. An eligible       
rollover distribution is any distribution to an employee (or employee's spouse  
or former spouse as Beneficiary or alternate payee) from such a plan, except    
certain distributions such as distributions required by the Code, distributions 
in a specified annuity form or hardship distributions. The 20% withholding does 
not apply, however, if the employee chooses a "direct rollover" from the plan   
to a tax-qualified plan, IRA or tax sheltered annuity or to a governmental      
457(b) plan that agrees to separately account for rollover contributions.       
Effective March 28, 2005, certain mandatory distributions made to participants  
in an amount in excess of $1,000 must be rolled over to an IRA designated by    
the Plan, unless the participant elects to receive it in cash or roll it over   
to a different IRA or eligible retirement plan of his or her own choosing.      
General transitional rules apply as to when plans have to be amended. Special   
effective date rules apply for governmental plans and church plans.             

COMMUTATION FEATURES UNDER ANNUITY PAYMENT OPTIONS. Please be advised that the  
tax consequences resulting from the election of an Annuity Payment option       
containing a commutation feature are uncertain and the IRS may determine that   
the taxable amount of Annuity 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% penalty tax 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% penalty tax is in addition to the ordinary   
income tax on the taxable amount of the commuted value.                   

o  The retroactive imposition of the 10% penalty tax on Annuity 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 Annuity      
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 
Annuity Payment option.                                                         

FEDERAL ESTATE TAXES. While no attempt is being made to discuss the federal     
estate tax implications of the contract, you should keep 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 
the 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.       

PUERTO RICO TAX CONSIDERATIONS                                                  

The Puerto Rico Internal Revenue Code of 2011 (the "2011 PR Code") taxes        
distributions from non-qualified annuity 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 (payable over your lifetime) is       
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 Internal Revenue Service issued guidance in 2004 which indicated that the   
income                                                                          

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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 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.                                  

TAX BENEFITS RELATED TO THE ASSETS OF THE SEPARATE ACCOUNT                      

We may be entitled to certain tax benefits related to the assets of the         
Separate Account. These tax benefits, which may include foreign tax credits and 
corporate dividends received deductions, are not passed back to the Separate    
Account or to contract Owners because we are the Owner of the assets from which 
the tax benefits are derived.                                                   

POSSIBLE TAX LAW CHANGES                                                        

Although the likelihood of legislative changes is uncertain, there is always    
the possibility that the tax treatment of the contract could change by          
legislation or otherwise. We will notify you of any changes to your contract.   
Consult a tax adviser with respect to legislative developments and their effect 
on the contract.                                                                

We have the right to modify the contract in response to legislative changes     
that could otherwise diminish the favorable tax treatment that annuity contract 
Owners currently receive. We make no guarantee regarding the tax status of the  
contract and do not intend the above discussion as tax advice.                  

11. OTHER INFORMATION                                                           

METLIFE INVESTORS USA                                                           

MetLife Investors USA Insurance Company (MetLife Investors USA) is a stock life 
insurance company founded on September 13, 1960, and organized under the laws   
of the State of Delaware. Its principal executive offices are located at 5 Park 
Plaza, Suite 1900, Irvine, CA 92614. MetLife Investors USA is authorized to     
transact the business of life insurance, including annuities, and is currently  
licensed to do business in all states (except New York), the District of        
Columbia and Puerto Rico. Our name was changed to Security First Life Insurance 
Company on September 27, 1979. We changed our name to MetLife Investors USA     
Insurance Company on January 8, 2001. On December 31, 2002, MetLife Investors   
USA became an indirect subsidiary of MetLife, Inc., a listed company on the New 
York Stock Exchange. On October 11, 2006, MetLife Investors USA became a        
wholly-owned subsidiary of MetLife Insurance Company of Connecticut. MetLife,   
Inc., through its subsidiaries and affiliates, is a leading provider of         
insurance and other financial services to individual and institutional          
customers.                                                                      

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. Our Board 
of Directors adopted a resolution to establish the Separate Account under       
Delaware insurance law on May 29, 1980. 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 
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 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 or optional Guaranteed     
Minimum Income 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 Investors USA is regulated as an     
insurance company under state law, which generally includes limits on the       
amount and type of                                                              

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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.                                                          

DISTRIBUTOR                                                                     

We have entered into a distribution agreement with our affiliate, MetLife       
Investors Distribution Company (Distributor), 5 Park Plaza, Suite 1900, Irvine, 
CA 92614, 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 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 "Fee   
Tables and Examples - Investment Portfolio Expenses" and the fund               
prospectuses.) 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) Bond Portfolio, the American Funds (Reg. TM) Growth Portfolio, the American 
Funds (Reg. TM) International 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 Metropolitan Life Insurance  
Company (MLIC); New England Securities Corporation; Tower Square Securities,    
Inc.; and Walnut Street Securities, Inc. All selling firms receive commissions, 
and they may also receive some form of non-cash 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.                                       

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 include expenses for conference or seminar trips and certain     
gifts. With respect to the contracts, the compensation paid to affiliated       
selling                                                                         

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firms is generally not expected to exceed, on a present value basis, the        
aggregate amount of commission 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. For sales representatives of    
certain affiliates, the amount of this additional compensation is based         
primarily on the amount of proprietary products sold and serviced by the        
representative. Proprietary products are those issued by us or our affiliates.  
The managers who supervise these sales representatives may also be entitled to  
additional cash compensation based on the sale of proprietary products sold by  
their representatives. Because the additional cash compensation paid to these   
sales representatives and their managers is primarily based on sales of         
proprietary products, these sales representatives and their managers have an    
incentive to favor the sale of proprietary products over other products issued  
by non-affiliates.                                                              

Sales representatives of our affiliate, MLIC, receive cash payments for the     
products they sell and service based upon a "gross dealer concession" model.    
The cash payment received by the sales representative is equal to a percentage  
of the gross dealer concession. For MLIC sales represenatives other than those  
in its MetLife Resources (MLR) division, the percentage is determined by a      
formula that takes into consideration the amount of proprietary products that   
the sales representative sells and services. The percentage could be as high as 
100%. (MLR sales representatives receive compensation based on premiums and     
Purchase Payments applied to all products sold and serviced by the              
representative.) In addition, MetLife sales representatives may be entitled to  
the additional compensation described above based on sales of proprietary       
products. Because sales of proprietary products are a factor determining the    
percentage of gross dealer concession and/or the amount of additional           
compensation to which MLIC sales representatives are entitled, the sales        
representatives have an incentive to favor the sale of the contracts over other 
similar products issued by non-affiliates. In addition, because the MLIC sales  
managers' compensation is based upon the sales made by the sales                
representatives they supervise, the MLIC sales managers also have an incentive  
to favor the sale of proprietary products.                                      

We may also make certain payments to the business unit responsible for the      
operation of the distribution systems through which the contracts are sold.     
These amounts are part of the total compensation paid for the sale of the       
contracts.                                                                      

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 based on    
cumulative periodic (usually quarterly) sales or Account Values of our variable 
insurance contracts. 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 our affiliates, Tower Square                       

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Securities, Inc. and Walnut Street Securities, Inc., as well as unaffiliated    
selling firms identified in the Statement of Additional Information. We and     
Distributor may enter into similar arrangements with other affiliates, such as  
MLIC 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 2011, 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 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 a form satisfactory  
to us. 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.                                           

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. If you have any questions, you should contact us or your registered      
representative before submitting the form or request.                           

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                                                

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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.                                               

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 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).                     

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  
Income Benefits").                                                              

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 Investors 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 Investors 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 Investors       
Distribution Company to perform its contract with the Separate Account or of    
MetLife Investors USA to meet its obligations under the contracts.              

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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                                                          

Calculation of Performance Information                                

Annuity Provisions                                                    

Tax Status of the Contracts                                           

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, 2011. 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 
=============                            ==== ==========       =========         =========       ================ 
 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 
=============                            ==== ==========       =========         =========       ================ 
 AMERICAN FUNDS (Reg. TM) BOND SUB-ACCOUNT (CLASS C)                                                              
   10/07/2011                             to  12/31/2011       10.697353         10.843343         9,321,045.1516 
=============                            ==== ==========       =========         =========       ================ 
 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 
=============                            ==== ==========       =========         =========       ================ 
 AMERICAN FUNDS (Reg. TM) GROWTH SUB-ACCOUNT (CLASS C)                                                            
   10/07/2011                             to  12/31/2011        8.195941          8.690929        17,807,338.5059 
=============                            ==== ==========       =========         =========       ================ 
 AMERICAN FUNDS (Reg. TM) INTERNATIONAL SUB-ACCOUNT (CLASS C)                                                     
   10/07/2011                             to  12/31/2011        7.330378          7.611678        11,131,746.8079 
=============                            ==== ==========       =========         =========       ================ 
 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 
=============                            ==== ==========       =========         =========       ================ 
 AQR GLOBAL RISK BALANCED SUB-ACCOUNT (CLASS B)                                                                   
   10/07/2011                             to  12/31/2011       10.207299         10.612678        92,377,226.2777 
=============                            ==== ==========       =========         =========       ================ 
 BLACKROCK GLOBAL TACTICAL STRATEGIES SUB-ACCOUNT (CLASS B)                                                       
   10/07/2011                             to  12/31/2011        9.276263          9.574992       150,119,851.8443 
=============                            ==== ==========       =========         =========       ================ 
 BLACKROCK HIGH YIELD SUB-ACCOUNT (CLASS B)                                                                       
   10/07/2011                             to  12/31/2011       20.082763         21.280670         2,063,412.1328 
=============                            ==== ==========       =========         =========       ================ 
 CLARION GLOBAL REAL ESTATE SUB-ACCOUNT (CLASS B)                                                                 
   10/07/2011                             to  12/31/2011       12.538497         13.380587         2,036,653.1730 
=============                            ==== ==========       =========         =========       ================ 

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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   
                                                           ---------------   ---------------  -------------------
                                                                                                                 
 GOLDMAN SACHS MID CAP VALUE SUB-ACCOUNT (CLASS B)                                                               
   10/07/2011                             to  12/31/2011       13.235086         14.454596        1,852,406.6525 
=============                            ==== ==========      ==========        ==========      ================ 
 HARRIS OAKMARK INTERNATIONAL SUB-ACCOUNT (CLASS B)                                                              
   10/07/2011                             to  12/31/2011       17.005975         17.042734        5,791,977.6310 
=============                            ==== ==========      ==========        ==========      ================ 
 INVESCO SMALL CAP GROWTH SUB-ACCOUNT (CLASS B)                                                                  
   10/07/2011                             to  12/31/2011       14.403514         15.673293        2,352,540.4881 
=============                            ==== ==========      ==========        ==========      ================ 
 JANUS FORTY SUB-ACCOUNT (CLASS B)                                                                               
   10/07/2011                             to  12/31/2011      140.840751        146.053290          104,844.0340 
=============                            ==== ==========      ==========        ==========      ================ 
 LAZARD MID CAP SUB-ACCOUNT (CLASS B)                                                                            
   10/07/2011                             to  12/31/2011       13.468473         14.711750        1,493,215.8776 
=============                            ==== ==========      ==========        ==========      ================ 
 LEGG MASON CLEARBRIDGE AGGRESSIVE GROWTH SUB-ACCOUNT (CLASS B)                                                  
   10/07/2011                             to  12/31/2011        7.165699          7.776185        5,492,614.1341 
=============                            ==== ==========      ==========        ==========      ================ 
 LOOMIS SAYLES GLOBAL MARKETS SUB-ACCOUNT (CLASS B)                                                              
   10/07/2011                             to  12/31/2011       12.071141         12.743706        2,764,511.7597 
=============                            ==== ==========      ==========        ==========      ================ 
 LORD ABBETT BOND DEBENTURE SUB-ACCOUNT (CLASS B)                                                                
   10/07/2011                             to  12/31/2011       23.052425         24.409263        1,517,330.8051 
=============                            ==== ==========      ==========        ==========      ================ 
 LORD ABBETT MID CAP VALUE SUB-ACCOUNT (CLASS B)                                                                 
   10/07/2011                             to  12/31/2011       22.170662         24.690661        1,134,352.2745 
=============                            ==== ==========      ==========        ==========      ================ 
 MET/EATON VANCE FLOATING RATE SUB-ACCOUNT (CLASS B)                                                             
   10/07/2011                             to  12/31/2011       10.020129         10.300527        1,016,810.4853 
=============                            ==== ==========      ==========        ==========      ================ 
 MET/FRANKLIN LOW DURATION TOTAL RETURN SUB-ACCOUNT (CLASS B)                                                    
   10/07/2011                             to  12/31/2011        9.723365          9.773621          760,289.1640 
=============                            ==== ==========      ==========        ==========      ================ 
 MET/FRANKLIN MUTUAL SHARES SUB-ACCOUNT (CLASS B)                                                                
   10/07/2011                             to  12/31/2011        8.069675          8.759302        4,950,200.1876 
=============                            ==== ==========      ==========        ==========      ================ 
 MET/FRANKLIN TEMPLETON FOUNDING STRATEGY SUB-ACCOUNT (CLASS B)                                                  
   10/07/2011                             to  12/31/2011        8.811628          9.407894       12,466,850.7097 
=============                            ==== ==========      ==========        ==========      ================ 
 MET/TEMPLETON INTERNATIONAL BOND SUB-ACCOUNT (CLASS B)                                                          
   10/07/2011                             to  12/31/2011       11.975895         12.023913        1,387,277.0915 
=============                            ==== ==========      ==========        ==========      ================ 
 METLIFE BALANCED PLUS SUB-ACCOUNT (CLASS B)                                                                     
   10/07/2011                             to  12/31/2011        9.196727          9.389789      146,291,235.5407 
=============                            ==== ==========      ==========        ==========      ================ 
 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 
=============                            ==== ==========      ==========        ==========      ================ 
 MFS (Reg. TM) RESEARCH INTERNATIONAL SUB-ACCOUNT (CLASS B)                                                      
   10/07/2011                             to  12/31/2011       12.719068         12.911869        2,998,295.0149 
=============                            ==== ==========      ==========        ==========      ================ 

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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   
                                                           ---------------   ---------------  --------------------
                                                                                                                  
 PIMCO INFLATION PROTECTED BOND SUB-ACCOUNT (CLASS B)                                                             
   10/07/2011                             to  12/31/2011       14.940174         15.230028        13,844,801.7556 
=============                            ==== ==========       =========         =========        =============== 
 PIMCO TOTAL RETURN SUB-ACCOUNT (CLASS B)                                                                         
   10/07/2011                             to  12/31/2011       16.472907         16.846289        30,697,925.6382 
=============                            ==== ==========       =========         =========        =============== 
 PIONEER FUND SUB-ACCOUNT (CLASS B)                                                                               
   10/07/2011                             to  12/31/2011       16.639737         17.932990           301,345.6205 
=============                            ==== ==========       =========         =========        =============== 
 PIONEER STRATEGIC INCOME SUB-ACCOUNT (CLASS E)                                                                   
   10/07/2011                             to  12/31/2011       25.306308         25.945508           762,831.1800 
=============                            ==== ==========       =========         =========        =============== 
 PYRAMIS (Reg. TM) GOVERNMENT INCOME SUB-ACCOUNT (CLASS B)                                                        
   10/07/2011                             to  12/31/2011       10.618592         10.762701        22,924,667.0074 
=============                            ==== ==========       =========         =========        =============== 
 RAINIER LARGE CAP EQUITY SUB-ACCOUNT (CLASS B)                                                                   
   10/07/2011                             to  12/31/2011        7.136933          7.543923         1,668,809.3386 
=============                            ==== ==========       =========         =========        =============== 
 RCM TECHNOLOGY SUB-ACCOUNT (CLASS B)                                                                             
   10/07/2011                             to  12/31/2011        6.176759          6.216407         2,892,882.2026 
=============                            ==== ==========       =========         =========        =============== 
 SSGA GROWTH AND INCOME ETF SUB-ACCOUNT (CLASS B)                                                                 
   10/07/2011                             to  12/31/2011       11.076533         11.715944        41,996,490.6075 
=============                            ==== ==========       =========         =========        =============== 
 SSGA GROWTH ETF SUB-ACCOUNT (CLASS B)                                                                            
   10/07/2011                             to  12/31/2011       10.290687         10.936433        11,813,491.2283 
=============                            ==== ==========       =========         =========        =============== 
 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 
=============                            ==== ==========       =========         =========        =============== 
 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 
=============                            ==== ==========       =========         =========        =============== 
 THIRD AVENUE SMALL CAP VALUE SUB-ACCOUNT (CLASS B)                                                               
   10/07/2011                             to  12/31/2011       15.094416         16.085167         2,967,182.7139 
=============                            ==== ==========       =========         =========        =============== 
 TURNER MID CAP GROWTH SUB-ACCOUNT (CLASS B)                                                                      
   10/07/2011                             to  12/31/2011       12.913291         13.332640         1,193,463.1923 
=============                            ==== ==========       =========         =========        =============== 
 VAN KAMPEN COMSTOCK SUB-ACCOUNT (CLASS B)                                                                        
   10/07/2011                             to  12/31/2011        9.273523         10.070573         3,635,992.5356 
=============                            ==== ==========       =========         =========        =============== 
 METROPOLITAN SERIES FUND, INC.                                                                                   
 BARCLAYS CAPITAL AGGREGATE BOND INDEX SUB-ACCOUNT (CLASS G)                                                      
   10/07/2011                             to  12/31/2011       16.444844         16.645052         2,281,058.8774 
=============                            ==== ==========       =========         =========        =============== 
 BLACKROCK MONEY MARKET SUB-ACCOUNT (CLASS B)                                                                     
   10/07/2011                             to  12/31/2011       10.577474         10.545875         8,658,626.5751 
=============                            ==== ==========       =========         =========        =============== 

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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   
                                                           ---------------   ---------------  -------------------
                                                                                                                 
 DAVIS VENTURE VALUE SUB-ACCOUNT (CLASS E)                                                                       
   10/07/2011                             to  12/31/2011       11.225261         12.286766        9,297,772.1111 
=============                            ==== ==========       =========         =========      ================ 
 JENNISON GROWTH SUB-ACCOUNT (CLASS B)                                                                           
   10/07/2011                             to  12/31/2011       11.803022         12.288750        3,580,250.9853 
=============                            ==== ==========       =========         =========      ================ 
 MET/ARTISAN MID CAP VALUE SUB-ACCOUNT (CLASS B)                                                                 
   10/07/2011                             to  12/31/2011       13.376418         14.725087        2,462,486.9054 
=============                            ==== ==========       =========         =========      ================ 
 MET/DIMENSIONAL INTERNATIONAL SMALL COMPANY SUB-ACCOUNT (CLASS B)                                               
   10/07/2011                             to  12/31/2011       14.263740         14.286034          721,654.5882 
=============                            ==== ==========       =========         =========      ================ 
 METLIFE MID CAP STOCK INDEX SUB-ACCOUNT (CLASS G)                                                               
   10/07/2011                             to  12/31/2011       15.213986         16.724655        1,131,956.7707 
=============                            ==== ==========       =========         =========      ================ 
 METLIFE STOCK INDEX SUB-ACCOUNT (CLASS B)                                                                       
   10/07/2011                             to  12/31/2011       11.088110         12.079865        5,404,180.5489 
=============                            ==== ==========       =========         =========      ================ 
 MORGAN STANLEY EAFE (Reg. TM) INDEX SUB-ACCOUNT (CLASS G)                                                       
   10/07/2011                             to  12/31/2011       10.907585         11.029218        1,715,338.8147 
=============                            ==== ==========       =========         =========      ================ 
 RUSSELL 2000 (Reg. TM) INDEX SUB-ACCOUNT (CLASS G)                                                              
   10/07/2011                             to  12/31/2011       14.878056         16.796145        1,114,709.9698 
=============                            ==== ==========       =========         =========      ================ 
 VAN ECK GLOBAL NATURAL RESOURCES SUB-ACCOUNT (CLASS B)                                                          
   10/07/2011                             to  12/31/2011       14.850373         15.508279        2,037,256.8484 
=============                            ==== ==========       =========         =========      ================ 
 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 
=============                            ==== ==========       =========         =========      ================ 
 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 
=============                            ==== ==========       =========         =========      ================ 
 METLIFE BALANCED STRATEGY SUB-ACCOUNT (CLASS B)                                                                 
   10/07/2011                             to  12/31/2011       11.135973         11.647420      127,703,620.4261 
=============                            ==== ==========       =========         =========      ================ 
 METLIFE DEFENSIVE STRATEGY SUB-ACCOUNT (CLASS B)                                                                
   10/07/2011                             to  12/31/2011       11.810605         12.218191       36,217,134.5490 
=============                            ==== ==========       =========         =========      ================ 
 METLIFE GROWTH STRATEGY SUB-ACCOUNT (CLASS B)                                                                   
   10/07/2011                             to  12/31/2011       10.689555         11.280553       66,269,056.8510 
=============                            ==== ==========       =========         =========      ================ 
 METLIFE MODERATE STRATEGY SUB-ACCOUNT (CLASS B)                                                                 
   10/07/2011                             to  12/31/2011       11.594289         12.055244       66,435,970.8570 
=============                            ==== ==========       =========         =========      ================ 

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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 
=============                            ==== ==========      ==========        ==========       ============== 
 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 
=============                            ==== ==========      ==========        ==========       ============== 
 AMERICAN FUNDS (Reg. TM) BOND SUB-ACCOUNT (CLASS C)                                                            
   10/07/2011                             to  12/31/2011       10.477938         10.606284         561,967.7485 
=============                            ==== ==========      ==========        ==========       ============== 
 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 
=============                            ==== ==========      ==========        ==========       ============== 
 AMERICAN FUNDS (Reg. TM) GROWTH SUB-ACCOUNT (CLASS C)                                                          
   10/07/2011                             to  12/31/2011        8.027656          8.500740       1,058,882.9740 
=============                            ==== ==========      ==========        ==========       ============== 
 AMERICAN FUNDS (Reg. TM) INTERNATIONAL SUB-ACCOUNT (CLASS C)                                                   
   10/07/2011                             to  12/31/2011        7.179875          7.445105         532,602.1463 
=============                            ==== ==========      ==========        ==========       ============== 
 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 
=============                            ==== ==========      ==========        ==========       ============== 
 AQR GLOBAL RISK BALANCED SUB-ACCOUNT (CLASS B)                                                                 
   10/07/2011                             to  12/31/2011       10.178489         10.568132          51,843.5385 
=============                            ==== ==========      ==========        ==========       ============== 
 BLACKROCK GLOBAL TACTICAL STRATEGIES SUB-ACCOUNT (CLASS B)                                                     
   10/07/2011                             to  12/31/2011        9.251565          9.536325         217,110.1482 
=============                            ==== ==========      ==========        ==========       ============== 
 BLACKROCK HIGH YIELD SUB-ACCOUNT (CLASS B)                                                                     
   10/07/2011                             to  12/31/2011       18.342167         19.409454         184,725.9053 
=============                            ==== ==========      ==========        ==========       ============== 
 CLARION GLOBAL REAL ESTATE SUB-ACCOUNT (CLASS B)                                                               
   10/07/2011                             to  12/31/2011       11.990889         12.778545       1,191,729.0761 
=============                            ==== ==========      ==========        ==========       ============== 
 GOLDMAN SACHS MID CAP VALUE SUB-ACCOUNT (CLASS B)                                                              
   10/07/2011                             to  12/31/2011       12.657102         13.804291         633,592.9201 
=============                            ==== ==========      ==========        ==========       ============== 
 HARRIS OAKMARK INTERNATIONAL SUB-ACCOUNT (CLASS B)                                                             
   10/07/2011                             to  12/31/2011       16.015378         16.027821       1,154,485.2312 
=============                            ==== ==========      ==========        ==========       ============== 
 INVESCO SMALL CAP GROWTH SUB-ACCOUNT (CLASS B)                                                                 
   10/07/2011                             to  12/31/2011       13.564484         14.739946         526,928.0550 
=============                            ==== ==========      ==========        ==========       ============== 
 JANUS FORTY SUB-ACCOUNT (CLASS B)                                                                              
   10/07/2011                             to  12/31/2011      117.945342        122.141806           7,009.8517 
=============                            ==== ==========      ==========        ==========       ============== 

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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  
                                                           ---------------   ---------------  -----------------
                                                                                                               
 LAZARD MID CAP SUB-ACCOUNT (CLASS B)                                                                          
   10/07/2011                             to  12/31/2011       12.683986         13.835741        797,356.2318 
=============                            ==== ==========       =========         =========      ============== 
 LEGG MASON CLEARBRIDGE AGGRESSIVE GROWTH SUB-ACCOUNT (CLASS B)                                                
   10/07/2011                             to  12/31/2011        6.725828          7.288773      1,533,710.7806 
=============                            ==== ==========       =========         =========      ============== 
 LOOMIS SAYLES GLOBAL MARKETS SUB-ACCOUNT (CLASS B)                                                            
   10/07/2011                             to  12/31/2011       11.682998         12.316924        452,896.3742 
=============                            ==== ==========       =========         =========      ============== 
 LORD ABBETT BOND DEBENTURE SUB-ACCOUNT (CLASS B)                                                              
   10/07/2011                             to  12/31/2011       21.638263         22.880277        684,098.2260 
=============                            ==== ==========       =========         =========      ============== 
 LORD ABBETT MID CAP VALUE SUB-ACCOUNT (CLASS B)                                                               
   10/07/2011                             to  12/31/2011       20.367508         22.651279        503,987.0530 
=============                            ==== ==========       =========         =========      ============== 
 MET/EATON VANCE FLOATING RATE SUB-ACCOUNT (CLASS B)                                                           
   10/07/2011                             to  12/31/2011        9.933700         10.197595        244,905.6364 
=============                            ==== ==========       =========         =========      ============== 
 MET/FRANKLIN LOW DURATION TOTAL RETURN SUB-ACCOUNT (CLASS B)                                                  
   10/07/2011                             to  12/31/2011        9.697335          9.734008         17,094.4875 
=============                            ==== ==========       =========         =========      ============== 
 MET/FRANKLIN MUTUAL SHARES SUB-ACCOUNT (CLASS B)                                                              
   10/07/2011                             to  12/31/2011        7.904012          8.567648        417,461.9916 
=============                            ==== ==========       =========         =========      ============== 
 MET/FRANKLIN TEMPLETON FOUNDING STRATEGY SUB-ACCOUNT (CLASS B)                                                
   10/07/2011                             to  12/31/2011        8.630769          9.202085        784,193.4550 
=============                            ==== ==========       =========         =========      ============== 
 MET/TEMPLETON INTERNATIONAL BOND SUB-ACCOUNT (CLASS B)                                                        
   10/07/2011                             to  12/31/2011       11.802017         11.832988         45,159.2258 
=============                            ==== ==========       =========         =========      ============== 
 METLIFE BALANCED PLUS SUB-ACCOUNT (CLASS B)                                                                   
   10/07/2011                             to  12/31/2011        9.172242          9.351871        274,009.3569 
=============                            ==== ==========       =========         =========      ============== 
 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 
=============                            ==== ==========       =========         =========      ============== 
 MFS (Reg. TM) RESEARCH INTERNATIONAL SUB-ACCOUNT (CLASS B)                                                    
   10/07/2011                             to  12/31/2011       11.938471         12.102702      1,649,352.8241 
=============                            ==== ==========       =========         =========      ============== 
 PIMCO INFLATION PROTECTED BOND SUB-ACCOUNT (CLASS B)                                                          
   10/07/2011                             to  12/31/2011       14.202458         14.458039      3,078,403.6880 
=============                            ==== ==========       =========         =========      ============== 
 PIMCO TOTAL RETURN SUB-ACCOUNT (CLASS B)                                                                      
   10/07/2011                             to  12/31/2011       15.462363         15.791031      4,846,763.3064 
=============                            ==== ==========       =========         =========      ============== 
 PIONEER FUND SUB-ACCOUNT (CLASS B)                                                                            
   10/07/2011                             to  12/31/2011       14.964922         16.105760         38,813.3962 
=============                            ==== ==========       =========         =========      ============== 
 PIONEER STRATEGIC INCOME SUB-ACCOUNT (CLASS E)                                                                
   10/07/2011                             to  12/31/2011       12.158042         12.447946        283,265.4430 
=============                            ==== ==========       =========         =========      ============== 

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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  
                                                           ---------------   ---------------  ------------------
                                                                                                                
 PYRAMIS (Reg. TM) GOVERNMENT INCOME SUB-ACCOUNT (CLASS B)                                                      
   10/07/2011                             to  12/31/2011       10.590368         10.719290          13,589.8083 
=============                            ==== ==========       =========         =========       ============== 
 RAINIER LARGE CAP EQUITY SUB-ACCOUNT (CLASS B)                                                                 
   10/07/2011                             to  12/31/2011        6.970167          7.357485         170,978.4485 
=============                            ==== ==========       =========         =========       ============== 
 RCM TECHNOLOGY SUB-ACCOUNT (CLASS B)                                                                           
   10/07/2011                             to  12/31/2011        5.797549          5.826713         835,506.5027 
=============                            ==== ==========       =========         =========       ============== 
 SSGA GROWTH AND INCOME ETF SUB-ACCOUNT (CLASS B)                                                               
   10/07/2011                             to  12/31/2011       10.683403         11.284534       1,543,545.0436 
=============                            ==== ==========       =========         =========       ============== 
 SSGA GROWTH ETF SUB-ACCOUNT (CLASS B)                                                                          
   10/07/2011                             to  12/31/2011        9.925400         10.533672         688,400.2127 
=============                            ==== ==========       =========         =========       ============== 
 T. ROWE PRICE LARGE CAP VALUE SUB-ACCOUNT (CLASS B)                                                            
   10/07/2011                             to  12/31/2011       39.908271         43.968920         619,361.2073 
=============                            ==== ==========       =========         =========       ============== 
 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 
=============                            ==== ==========       =========         =========       ============== 
 THIRD AVENUE SMALL CAP VALUE SUB-ACCOUNT (CLASS B)                                                             
   10/07/2011                             to  12/31/2011       14.263043         15.178255       1,244,939.9329 
=============                            ==== ==========       =========         =========       ============== 
 TURNER MID CAP GROWTH SUB-ACCOUNT (CLASS B)                                                                    
   10/07/2011                             to  12/31/2011       12.349228         12.732671         461,043.0970 
=============                            ==== ==========       =========         =========       ============== 
 VAN KAMPEN COMSTOCK SUB-ACCOUNT (CLASS B)                                                                      
   10/07/2011                             to  12/31/2011        8.926010          9.680265       1,192,582.7872 
=============                            ==== ==========       =========         =========       ============== 
 METROPOLITAN SERIES FUND, INC.                                                                                 
 BARCLAYS CAPITAL AGGREGATE BOND INDEX SUB-ACCOUNT (CLASS G)                                                    
   10/07/2011                             to  12/31/2011       15.218599         15.382633         180,811.2466 
=============                            ==== ==========       =========         =========       ============== 
 BLACKROCK MONEY MARKET SUB-ACCOUNT (CLASS B)                                                                   
   10/07/2011                             to  12/31/2011        9.928483          9.885163       1,843,687.0391 
=============                            ==== ==========       =========         =========       ============== 
 DAVIS VENTURE VALUE SUB-ACCOUNT (CLASS E)                                                                      
   10/07/2011                             to  12/31/2011       10.536315         11.516763       2,019,002.5810 
=============                            ==== ==========       =========         =========       ============== 
 JENNISON GROWTH SUB-ACCOUNT (CLASS B)                                                                          
   10/07/2011                             to  12/31/2011       11.152892         11.595850       1,169,936.9893 
=============                            ==== ==========       =========         =========       ============== 
 MET/ARTISAN MID CAP VALUE SUB-ACCOUNT (CLASS B)                                                                
   10/07/2011                             to  12/31/2011       12.555476         13.802315         847,166.5925 
=============                            ==== ==========       =========         =========       ============== 
 MET/DIMENSIONAL INTERNATIONAL SMALL COMPANY SUB-ACCOUNT (CLASS B)                                              
   10/07/2011                             to  12/31/2011       14.014582         14.017102          49,191.1241 
=============                            ==== ==========       =========         =========       ============== 

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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 MID CAP STOCK INDEX SUB-ACCOUNT (CLASS G)                                                              
   10/07/2011                             to  12/31/2011       14.219537         15.609908          62,164.5000 
=============                            ==== ==========       =========         =========      =============== 
 METLIFE STOCK INDEX SUB-ACCOUNT (CLASS B)                                                                      
   10/07/2011                             to  12/31/2011       10.442249         11.360548         658,836.7869 
=============                            ==== ==========       =========         =========      =============== 
 MORGAN STANLEY EAFE (Reg. TM) INDEX SUB-ACCOUNT (CLASS G)                                                      
   10/07/2011                             to  12/31/2011       10.093855         10.192314          89,993.4112 
=============                            ==== ==========       =========         =========      =============== 
 RUSSELL 2000 (Reg. TM) INDEX SUB-ACCOUNT (CLASS G)                                                             
   10/07/2011                             to  12/31/2011       13.768073         15.521640          65,552.4069 
=============                            ==== ==========       =========         =========      =============== 
 VAN ECK GLOBAL NATURAL RESOURCES SUB-ACCOUNT (CLASS B)                                                         
   10/07/2011                             to  12/31/2011       14.590872         15.216237         124,221.7968 
=============                            ==== ==========       =========         =========      =============== 
 WESTERN ASSET MANAGEMENT U.S. GOVERNMENT SUB-ACCOUNT (CLASS B)                                                 
   10/07/2011                             to  12/31/2011       16.476329         16.554340         212,384.0655 
=============                            ==== ==========       =========         =========      =============== 
 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 
=============                            ==== ==========       =========         =========      =============== 
 METLIFE BALANCED STRATEGY SUB-ACCOUNT (CLASS B)                                                                
   10/07/2011                             to  12/31/2011       10.682441         11.157644      22,872,629.0183 
=============                            ==== ==========       =========         =========      =============== 
 METLIFE DEFENSIVE STRATEGY SUB-ACCOUNT (CLASS B)                                                               
   10/07/2011                             to  12/31/2011       11.329680         11.704503       5,433,067.3327 
=============                            ==== ==========       =========         =========      =============== 
 METLIFE GROWTH STRATEGY SUB-ACCOUNT (CLASS B)                                                                  
   10/07/2011                             to  12/31/2011       10.254141         10.806138      22,658,847.4672 
=============                            ==== ==========       =========         =========      =============== 
 METLIFE MODERATE STRATEGY SUB-ACCOUNT (CLASS B)                                                                
   10/07/2011                             to  12/31/2011       11.122140         11.548371      11,592,598.2179 
=============                            ==== ==========       =========         =========      =============== 

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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 Investors USA. 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.                                  

AMERICAN FUNDS (Reg. TM) BOND PORTFOLIO (CLASS C)                               

ADVISERS: MetLife Advisers, LLC and Capital Research and Management Company     

INVESTMENT OBJECTIVE: The American Funds (Reg. TM) Bond Portfolio seeks to      
maximize current income and preserve 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) INTERNATIONAL PORTFOLIO (CLASS C)                      

ADVISERS: MetLife Advisers, LLC and Capital Research and Management Company     

INVESTMENT OBJECTIVE: The American Funds (Reg. TM) International Portfolio      
seeks to achieve growth of capital.                                             

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 (formerly ING Clarion Real Estate       
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.                                                

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.                                                                   

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INVESCO SMALL CAP GROWTH PORTFOLIO                                              

SUBADVISER: Invesco Advisers, Inc.                                              

INVESTMENT OBJECTIVE: The Invesco Small Cap Growth Portfolio seeks long-term    
growth of capital.                                                              

JANUS FORTY PORTFOLIO                                                           

SUBADVISER: Janus Capital Management LLC                                        

INVESTMENT OBJECTIVE: The Janus Forty Portfolio seeks capital appreciation.     

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.                                        

LAZARD MID CAP PORTFOLIO                                                        

SUBADVISER: Lazard Asset Management LLC                                         

INVESTMENT OBJECTIVE: The Lazard Mid-Cap Portfolio seeks long-term growth of    
capital.                                                                        

LEGG MASON CLEARBRIDGE AGGRESSIVE GROWTH PORTFOLIO                              

SUBADVISER: ClearBridge Advisors, LLC                                           

INVESTMENT OBJECTIVE: The Legg Mason ClearBridge Aggressive Growth Portfolio    
seeks capital appreciation.                                                     

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.                                                                   

LORD ABBETT MID CAP VALUE PORTFOLIO                                             

SUBADVISER: Lord, Abbett & Co. LLC                                              

INVESTMENT OBJECTIVE: The Lord Abbett Mid Cap Value Portfolio seeks capital     
appreciation through investments, primarily in equity securities, which are     
believed to be undervalued in the marketplace.                                  

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/FRANKLIN MUTUAL SHARES PORTFOLIO                                            

SUBADVISER: Franklin Mutual Advisers, LLC                                       

INVESTMENT OBJECTIVE: The Met/Franklin Mutual Shares Portfolio seeks capital    
appreciation, which may occasionally be short-term. The Portfolio's secondary   
investment objective is income.                                                 

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 BALANCED PLUS PORTFOLIO                                                 

SUBADVISER: 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.                                                  

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.                                                           

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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.        

RAINIER LARGE CAP EQUITY PORTFOLIO                                              

SUBADVISER: Rainier Investment Management, Inc.                                 

INVESTMENT OBJECTIVE: The Rainier Large Cap Equity Portfolio seeks to maximize  
long-term capital appreciation.                                                 

RCM TECHNOLOGY PORTFOLIO                                                        

SUBADVISER: RCM Capital Management LLC                                          

INVESTMENT OBJECTIVE: The RCM Technology Portfolio seeks capital appreciation;  
no consideration is given to income.                                            

SCHRODERS GLOBAL MULTI-ASSET PORTFOLIO                                          

SUBADVISER: Schroder Investment Management North America Inc.                   

INVESTMENT OBJECTIVE: The Schroders Global Multi-Asset Portfolio seeks capital  
appreciation and current income.                                                

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.                                   

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.                                                 

TURNER MID CAP GROWTH PORTFOLIO                                                 

SUBADVISER: Turner Investments, L.P. (formerly Turner Investment Partners,      
Inc.)                                                                           

INVESTMENT OBJECTIVE: The Turner Mid-Cap Growth Portfolio seeks capital         
appreciation.                                                                   

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VAN KAMPEN COMSTOCK PORTFOLIO                                                   

SUBADVISER: Invesco Advisers, Inc.                                              

INVESTMENT OBJECTIVE: The Van Kampen Comstock Portfolio seeks capital growth    
and income.                                                                     

*This portfolio is only available for investment if certain optional riders are 
elected. (See "Purchase - Investment Allocation Restrictions for Certain        
Riders.")                                                                       

METROPOLITAN SERIES FUND                                                        

Metropolitan Series Fund is a mutual fund with multiple portfolios. MetLife     
Advisers, LLC, an affiliate of MetLife Investors USA, is the investment adviser 
to the portfolios. The following portfolios are available under the contract:   

BARCLAYS CAPITAL AGGREGATE BOND INDEX PORTFOLIO (CLASS G)                       

SUBADVISER: MetLife Investment Advisors Company, LLC                            

INVESTMENT OBJECTIVE: The Barclays Capital Aggregate Bond Index Portfolio seeks 
to track the performance of the Barclays Capital U.S. Aggregate Bond Index.     

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.          

DAVIS VENTURE VALUE PORTFOLIO (CLASS E)                                         

SUBADVISER: Davis Selected Advisers, L.P. Davis Selected Advisers, L.P. may     
delegate any of its responsibilities to Davis Selected Advisers - NY, Inc., a   
wholly-owned subsidiary.                                                        

INVESTMENT OBJECTIVE: The Davis Venture Value Portfolio seeks growth of         
capital.                                                                        

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 MID CAP STOCK INDEX PORTFOLIO (CLASS G)                                 

SUBADVISER: MetLife Investment Advisors Company, 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 Advisors Company, 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. 

MSCI EAFE (Reg. TM) INDEX PORTFOLIO (CLASS G) (formerly Morgan Stanley EAFE     
(Reg. TM) Index Portfolio )                                                     

SUBADVISER: MetLife Investment Advisors Company, LLC                            

INVESTMENT OBJECTIVE: The MSCI EAFE (Reg. TM) Index Portfolio seeks to track    
the performance of the MSCI EAFE (Reg. TM) Index.                               

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RUSSELL 2000 (Reg. TM) INDEX PORTFOLIO (CLASS G)                                

SUBADVISER: MetLife Investment Advisors Company, LLC                            

INVESTMENT OBJECTIVE: The Russell 2000 (Reg. TM) Index Portfolio seeks to track 
the performance of the Russell 2000 (Reg. TM) Index.                            

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.                                                       

*This portfolio is only available for investment if certain optional riders are 
elected. (See "Purchase - Investment Allocation Restrictions for Certain        
Riders.")                                                                       

MET INVESTORS SERIES TRUST - METLIFE ASSET ALLOCATION PROGRAM (CLASS B)         

In addition to the Met Investors Series Trust Portfolios listed above, the      
following Class B portfolios managed by MetLife Advisers, LLC are available     
under the contract:                                                             

METLIFE DEFENSIVE STRATEGY PORTFOLIO                                            

INVESTMENT OBJECTIVE: The MetLife Defensive Strategy Portfolio seeks to provide 
a high level of current income with growth of capital, a secondary objective.   

METLIFE MODERATE STRATEGY PORTFOLIO                                             

INVESTMENT OBJECTIVE: The MetLife Moderate Strategy Portfolio seeks to provide  
a high total return in the form of income and growth of capital, with a greater 
emphasis on income.                                                             

METLIFE BALANCED STRATEGY PORTFOLIO                                             

INVESTMENT OBJECTIVE: The MetLife Balanced Strategy Portfolio seeks to provide  
a balance between a high level of current income and growth of capital with a   
greater emphasis on growth of capital.                                          

METLIFE GROWTH STRATEGY PORTFOLIO                                               

INVESTMENT OBJECTIVE: The MetLife Growth Strategy Portfolio seeks to provide    
growth of capital.                                                              

METLIFE AGGRESSIVE STRATEGY PORTFOLIO                                           

INVESTMENT OBJECTIVE: The MetLife Aggressive Strategy Portfolio seeks growth of 
capital.                                                                        

MET INVESTORS SERIES TRUST - AMERICAN FUNDS (Reg. TM) ASSET ALLOCATION          
PORTFOLIOS (CLASS C)                                                            

In addition to the Met Investors Series Trust portfolios listed above, the      
following Class C portfolios managed by MetLife Advisers, LLC are also          
available under the contract:                                                   

AMERICAN FUNDS (Reg. TM) MODERATE ALLOCATION PORTFOLIO                          

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.                                     

AMERICAN FUNDS (Reg. TM) BALANCED ALLOCATION PORTFOLIO                          

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                            

INVESTMENT OBJECTIVE: The American Funds (Reg. TM) Growth Allocation Portfolio  
seeks growth of capital.                                                        

MET INVESTORS SERIES TRUST - FRANKLIN TEMPLETON ASSET ALLOCATION PORTFOLIO      
(CLASS B)                                                                       

In addition to the Met Investors Series Trust portfolios listed above, the      
following Class B portfolio managed by MetLife Advisers, LLC is also available  
under the contract:                                                             

MET/FRANKLIN TEMPLETON FOUNDING STRATEGY PORTFOLIO                              

INVESTMENT OBJECTIVE: The Met/Franklin Templeton Founding Strategy Portfolio    
primarily seeks capital appreciation and secondarily seeks income.              

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MET INVESTORS SERIES TRUST - SSGA ETF PORTFOLIOS (CLASS B)                      

In addition to the Met Investors Series Trust portfolios listed above, the      
following Class B portfolios managed by MetLife Advisers, LLC are also          
available under the contract:                                                   

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.    

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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. These examples use a hypothetical annual increase rate of 4%. The       
actual annual increase rate for each GMIB rider is: GMIB Max III, 5%; GMIB Max  
II, 5.5%; GMIB Plus IV, 4.5%; and GMIB Plus III, 5%. (See "Living Benefits -    
Guaranteed Income Benefits.") Example (7) 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 CHARGES, WITHDRAWAL       
CHARGES OR INCOME TAXES AND TAX PENALTIES.                                      

(1) WITHDRAWAL ADJUSTMENTS TO ANNUAL INCREASE AMOUNT                            

   Dollar-for-dollar adjustment when withdrawal is less than or equal to 4% of
   ---------------------------------------------------------------------------
the Annual Increase Amount from the prior contract anniversary      
--------------------------------------------------------------      

Assume the initial Purchase Payment is $100,000 and a GMIB rider with an
annual increase rate of 4% is selected. Assume that during the first    
Contract Year, $4,000 is withdrawn. Because the withdrawal is less than 
or equal to 4% of the Annual Increase Amount from the prior contract    
 anniversary, the Annual Increase Amount is reduced by the withdrawal on a
dollar-for-dollar basis to $100,000 ($100,000 increased by 4% per year, 
compounded annually, less $4,000 = $100,000). Assuming no other Purchase
Payments or withdrawals are made before the second contract anniversary,
the Annual Increase Amount at the second contract anniversary will be   
$104,000 ($100,000 increased by 4% per year, compounded annually).      

 Proportionate adjustment when withdrawal is greater than 4% of the Annual
 -------------------------------------------------------------------------
Increase Amount from the prior contract anniversary                 
---------------------------------------------------                 

Assume the initial Purchase Payment is $100,000 and a GMIB rider with an
annual increase rate of 4% is selected. Assume the Account Value at the 
 first contract anniversary is $100,000. The Annual Increase Amount at the
 first contract anniversary will be $104,000 ($100,000 increased by 4% per
year, compounded annually). Assume that on the first contract           
anniversary, $10,000 is withdrawn (leaving an Account Value of $90,000).
Because the withdrawal is greater than 4% of the Annual Increase Amount 
from the prior contract anniversary, the Annual Increase Amount is      
reduced by the value of the Annual Increase Amount immediately prior to 
the withdrawal ($104,000) multiplied by the percentage reduction in the 
Account Value attributed to that entire withdrawal: 10% (the $10,000    
 withdrawal reduced the $100,000 Account Value by 10%). Therefore, the new
Annual Increase Amount is $93,600 ($104,000 x 10% = $10,400; $104,000 - 
$10,400 = $93,600). (If multiple withdrawals are made during a Contract 
    Year - for example, a $4,000 withdrawal and a $6,000 withdrawal instead of a
   single $10,000 withdrawal - and those withdrawals total more than 4% of the
Annual Increase Amount from the prior contract anniversary, the Annual  
  Increase Amount is reduced proportionately by each of the withdrawals made
   during that Contract Year and there will be no dollar-for-dollar withdrawal
 adjustment for the Contract Year.) Assuming no other Purchase Payments or
withdrawals are made before the second contract anniversary, the Annual 
   Increase Amount at the second contract anniversary will be $97,344 ($93,600
increased by 4% per year, compounded annually).                         

(2) THE ANNUAL INCREASE AMOUNT                                                  

Example                                                                 
-------                                                                 

  Assume the Owner of the contract is a male, age 55 at issue, and he elects
a GMIB rider with an annual increase rate of 4%. He makes an initial    
Purchase Payment of $100,000, and makes no additional Purchase Payments 
or partial withdrawals. On the                                          

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   contract issue date, the Annual Increase Amount is equal to $100,000 (the
initial Purchase Payment). The Annual Increase Amount is calculated at
  each contract anniversary (through the contract anniversary prior to the
   Owner's 91st birthday). At the tenth contract anniversary, when the Owner
  is age 65, the Annual Increase Amount is $148,024 ($100,000 increased by
    4% per year, compounded annually). See section (3) below for an example of
the calculation of the Highest Anniversary Value.                     

  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
annual increase rate of 4%, 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 4% a
year 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]                                                          

(3) THE HIGHEST ANNIVERSARY VALUE (HAV)                                         

Example                                                                 
-------                                                                 

Assume, as in the example in section (2) above, the Owner of the contract is
a male, age 55 at issue, and he elects a GMIB rider with an annual          
increase rate of 4%. He makes an initial Purchase Payment of $100,000,      
and makes no additional Purchase Payments or partial withdrawals. On the    
contract issue date, the Highest Anniversary Value is equal to $100,000     
(the initial Purchase Payment). Assume the Account Value on the first       
contract anniversary is $108,000 due to good market performance. Because    
the Account Value is greater than the Highest Anniversary Value             
($100,000), the Highest Anniversary Value is set equal to the Account       
Value ($108,000). Assume the Account Value on the second contract           
anniversary is $102,000 due to poor market performance. Because the         
Account Value is less than the Highest Anniversary Value ($108,000), the    
Highest Anniversary Value remains $108,000.                                 

Assume this process is repeated on each contract anniversary until the  
tenth contract anniversary, when the Account Value is $145,000 and the  
Highest Anniversary Value is $140,000. The Highest Anniversary Value is 
set equal to the Account Value ($145,000). See section (4) below for an 
example of the exercise of the GMIB rider.                              

  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 anniversary immediately prior to the contract
Owner's                                                                 

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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]                                                          

(4) PUTTING IT ALL TOGETHER                                                     

Example                                                                 
-------                                                                 

Continuing the examples in sections (2) and (3) above, assume the Owner 
chooses to exercise the GMIB rider at the tenth contract anniversary and
elects a life annuity with 5 years of Annuity Payments guaranteed.      
 Because the Annual Increase Amount ($148,024) is greater than the Highest
Anniversary Value ($145,000), the Annual Increase Amount ($148,024) is  
used as the Income Base. The Income Base of $148,024 is applied to the  
GMIB Annuity Table specified in the GMIB rider. This yields Annuity     
Payments of $484 per month for life, with a minimum of 5 years          
guaranteed. (If the same Owner were instead age 70, the Income Base of  
$148,024 would yield monthly payments of $555; if the Owner were age 75,
the Income Base of $148,024 would yield monthly payments of $651.)]     

The above example does not take into account the impact of premium and  
other taxes. As with other pay-out types, the amount you receive as an

    income payment depends on the income type you select, your age, and (where
permitted by state law) your sex. 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 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.                                                   

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[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]                                                          

(5) 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.                                                   

(6) THE OPTIONAL STEP-UP: AUTOMATIC ANNUAL STEP-UP                              

Assume your initial investment is $100,000 and no withdrawals are taken. The    
Annual Increase Amount increases to $104,000 on the first anniversary ($100,000 
increased by 4% per year, compounded annually). Assume your Account Value at    
the first contract anniversary is $110,000 due to good market performance, and  
you elected Optional Step-Ups to occur under the Automatic Annual Step-Up       
feature prior to the first contract anniversary. 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 resets from $104,000 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.                                             

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The Annual Increase Amount increases to $114,400 on the second anniversary      
($110,000 increased by 4% per year, compounded annually). 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. 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 resets from $114,400 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. At each contract anniversary, your Account Value     
would exceed the Annual Increase Amount and 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;                                                            

(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.                                                                        

The Annual Increase Amount increases to $176,800 on the eighth anniversary      
($170,000 increased by 4% per year, compounded annually). 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. However, because the Optional Step-Up   
has locked-in previous gains, the Annual Increase Amount remains at $176,800    
despite poor market performance, and, provided the rider continues in effect,   
will continue to grow at 4% annually (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]                                                          

(7) 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, 2012 and a GMIB rider with an annual increase rate of 4% 
is selected. Assume that on the first contract anniversary (September 1, 2013), 
the Annual Increase Amount is $100,000. Assume the required minimum             
distribution amount for 2013 with respect to this contract is $6,000, and the   
required minimum distribution amount for 2014 with respect to this contract is  
$7,200. Assume that on both the first contract anniversary (September 1, 2013)  
and the second contract anniversary (September 1, 2014) the Account Value is    
$100,000. On the second contract anniversary, the annual increase rate is the   
greater of:                                                                     

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(a) 4%; 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 2013 ($6,000) or for 2014
   ($7,200), whichever is greater, divided by the Annual Increase Amount
as of September 1, 2013 ($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 4% 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 2014) is greater   
than $6,000 (the required minimum distribution amount for 2013), 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 2013 through August 2014).    
Assuming the Owner makes no withdrawals outside the Automated Required      
Minimum Distribution Program, on September 1, 2014, the Annual Increase     
Amount will be increased to $100,400. This is calculated by increasing      
the Annual Increase Amount from September 1, 2013 ($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 2013, the Owner receives $500 per month ($500 equals the $6,000    
required minimum distribution amount for 2013 divided by 12). From          
January through August 2014, the Owner receives $600 per month ($600        
equals the $7,200 required minimum distribution amount for 2014 divided     
by 12). The Owner receives $2,000 in 2013 and $4,800 in 2014, 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 2013 in December 2013 and makes no other withdrawals from        
September 2013 through August 2014, the Annual Increase Amount on           
September 1, 2014 will be $101,200. This is calculated by increasing the    
Annual Increase Amount from September 1, 2013 ($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 2014 in January 2014 and makes no other withdrawals from         
September 2013 through August 2014, the Annual Increase Amount on           
September 1, 2014 will be $100,000. This is calculated by increasing the    
Annual Increase Amount from September 1, 2013 ($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, 2013 and makes no
other withdrawals before the second contract anniversary. Because the       
$7,250 withdrawal exceeds the required minimum distribution amounts for     
2013 and 2014, the annual increase rate will be 4% and the Annual           
Increase Amount on the second contract anniversary (September 1, 2014)      
will be $96,460. On September 1, 2013, the                                  

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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, 2014) will be $96,460 ($92,750 increased by 4% per year compounded   
annually).                                                              

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, 2014 will be $107,200. This is calculated by increasing the Annual       
Increase Amount from September 1, 2013 ($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                                                                      

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 CHARGES,          
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                   10/1/2012             $100,000                 
B  Account Value                              10/1/2013             $104,000                 
                                    (First Contract Anniversary)                             
C  Death Benefit                           As of 10/1/2013          $104,000                 
                                                                    (= greater of A and B)   
D  Account Value                              10/1/2014             $ 90,000                 
                                    (Second Contract Anniversary)                            
E  Death Benefit                              10/1/2014             $100,000                 
                                                                    (= greater of A and D)   
F  Withdrawal                                 10/2/2014             $  9,000                 
G  Percentage Reduction in Account            10/2/2014                       10%            
   Value                                                            (= F/D)                  
H  Account Value after Withdrawal             10/2/2014             $ 81,000                 
                                                                    (= D-F)                  
I  Purchase Payments reduced for           As of 10/2/2014          $ 90,000                 
   Withdrawal                                                       (= A-(A x G))            
J  Death Benefit                              10/2/2014             $ 90,000                 
                                                                    (= greater of H and I)   

Notes to Example                                                                
----------------                                                                

Purchaser is age 60 at issue.                                                   

The Account Values on 10/1/2014 and 10/2/2014 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                         10/1/2012             $100,000                 
B  Account Value                                    10/1/2013             $104,000                 
                                          (First Contract Anniversary)                             
C  Death Benefit (Highest Anniversary            As of 10/1/2013          $104,000                 
   Value)                                                                 (= greater of A and B)   
D  Account Value                                    10/1/2014             $ 90,000                 
                                          (Second Contract Anniversary)                            
E  Death Benefit (Highest Contract Year             10/1/2014             $104,000                 
   Anniversary)                                                           (= greater of B and D)   
F  Withdrawal                                       10/2/2014             $  9,000                 
G  Percentage Reduction in Account                  10/2/2014                       10%            
   Value                                                                  (= F/D)                  
H  Account Value after Withdrawal                   10/2/2014             $ 81,000                 
                                                                          (= D-F)                  
I  Highest Anniversary Value reduced for         As of 10/2/2014          $ 93,600                 
   Withdrawal                                                             (= E-(E x G))            
J  Death Benefit                                    10/2/2014             $ 93,600                 
                                                                          (= greater of H and I)   

Notes to Example                                                                
----------------                                                                

Purchaser is age 60 at issue.                                                   

The Account Values on 10/1/2014 and 10/2/2014 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                        10/1/2012            $100,000                      
 B  Account Value                           10/1/2013 (First Contract    $104,000                      
                                                  Anniversary)                                         
C1  Account Value (Highest Anniversary              10/1/2013            $104,000                      
    Value)                                                               (= greater of A and B)        
C2  5% Annual Increase Amount                       10/1/2013            $105,000                      
                                                                         (= A x 1.05)                  
C3  Death Benefit                                As of 10/1/2013         $105,000                      
                                                                         (= greater of C1 and C2)      
 D  Account Value                          10/1/2014 (Second Contract    $ 90,000                      
                                                  Anniversary)                                         
E1  Highest Anniversary Value                       10/1/2014            $104,000                      
                                                                         (= greater of C1 and D)       
E2  5% Annual Increase Amount                    As of 10/1/2014         $110,250                      
                                                                         (= A x 1.05 x 1.05)           
E3  Death Benefit                                   10/1/2014            $110,250                      
                                                                         (= greater of E1 and E2)      
 F  Withdrawal                                      10/2/2014            $  9,000                      
 G  Percentage Reduction in Account                 10/2/2014                         10%              
    Value                                                                (= F/D)                       
 H  Account Value after Withdrawal                  10/2/2014            $ 81,000                      
                                                                         (= D-F)                       
I1  Highest Anniversary Value reduced for        As of 10/2/2014         $ 93,600                      
    Withdrawal                                                           (= E1-(E1 x G))               
I2  5% Annual Increase Amount reduced            As of 10/2/2014         $ 99,238                      
    for Withdrawal                                                         (= E2-(E2 x G). Note: E2    
                                                                              includes additional      
                                                                            day of interest at 5%)     
I3  Death Benefit                                   10/2/2014            $ 99,238                      
                                                                         (= greatest of H, I1 and I2)  

Notes to Example                                                                
----------------                                                                

Purchaser is age 60 at issue.                                                   

The Account Values on 10/1/2014 and 10/2/2014 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 Death       
Benefit Base under the Enhanced Death Benefit riders. These examples use a      
hypothetical annual increase rate of 4%. The actual annual increase rate for    
each Enhanced Death Benefit rider is: EDB Max III, 5%; EDB Max II, 5.5%;        
Enhanced Death Benefit III, 4.5%; and Enhanced Death Benefit II, 5%. (See the   
"Death Benefit" section for a description of each Enhanced Death Benefit        
rider.) Example (7) 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) WITHDRAWAL ADJUSTMENTS TO ANNUAL INCREASE AMOUNT                            

 Dollar-for-dollar adjustment when withdrawal is less than or equal to 4% of
 ---------------------------------------------------------------------------
the Annual Increase Amount from the prior contract anniversary            
--------------------------------------------------------------            

Assume the initial Purchase Payment is $100,000 and an Enhanced Death     
Benefit rider with an annual increase rate of 4% is selected. Assume that 
 during the first Contract Year, $4,000 is withdrawn. Because the withdrawal
is less than or equal to 4% of the Annual Increase Amount from the prior  
contract anniversary, the Annual Increase Amount is reduced by the        
withdrawal on a dollar-for-dollar basis to $100,000 ($100,000 increased by
4% per year, compounded annually, less $4,000 = $100,000). Assuming no    
other Purchase Payments or withdrawals are made before the second contract
anniversary, the Annual Increase Amount at the second contract anniversary
will be $104,000 ($100,000 increased by 4% per year, compounded annually).

Proportionate adjustment when withdrawal is greater than 4% of the Annual 
------------------------------------------------------------------------- 
Increase Amount from the prior contract anniversary                       
---------------------------------------------------                       

Assume the initial Purchase Payment is $100,000 and an Enhanced Death     
Benefit rider with an annual increase rate of 4% is selected. Assume the  
Account Value at the first contract anniversary is $100,000. The Annual   
Increase Amount at the first contract anniversary will be $104,000        
($100,000 increased by 4% per year, compounded annually). Assume that on  
the first contract anniversary, $10,000 is withdrawn (leaving an account  
balance of $90,000). Because the withdrawal is greater than 4% of the     
Annual Increase Amount from the prior contract anniversary, the Annual    
Increase Amount is reduced by the value of the Annual Increase Amount     
 immediately prior to the withdrawal ($104,000) multiplied by the percentage
reduction in the Account Value attributed to that withdrawal (10%).       
Therefore, the new Annual Increase Amount is $93,600 ($104,000 x 10% =    
 $10,400; $104,000 - $10,400 = $93,600). Assuming no other Purchase Payments
or withdrawals are made before the second contract anniversary, the Annual
 Increase Amount at the second contract anniversary will be $97,344 ($93,600
increased by 4% per year, compounded annually).                           

(2) THE ANNUAL INCREASE AMOUNT                                                  

Example                                                                   
-------                                                                   

Assume the contract Owner is a male, age 55 at issue, and he elects an    
Enhanced Death Benefit rider with an annual increase rate of 4%. He makes 
an initial Purchase Payment of $100,000, and makes no additional Purchase 
Payments or partial withdrawals. On the contract issue date, the Annual   
Increase Amount is equal to $100,000 (the initial Purchase Payment). The  
Annual Increase Amount is calculated at each contract anniversary (through
the contract anniversary prior to the contract Owner's 91st birthday). At 
the tenth contract anniversary, when the contract Owner is age 65, the    
Annual Increase Amount is $148,024 ($100,000 increased by 4% per year,    
compounded annually). See section (3) below for an example of the         
calculation of the Highest Anniversary Value.                             

Determining a death benefit based on the Annual Increase Amount           
---------------------------------------------------------------           

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 subaccounts
you selected. The Annual Increase Amount, however, accumulates an amount  
 equal to your Purchase Payments at the Annual Increase Rate of 4% per year,
 until the contract anniversary prior to the contract Owner's 91st birthday.
The Annual Increase Amount is also adjusted for any withdrawals (including
any applicable withdrawal charge) made during                             

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this period. The Annual Increase Amount is the value upon which a future    
death benefit amount can be based (if it is greater than the Highest        
Anniversary Value and Account Value on the date the death benefit amount is 
determined).                                                                

(3) THE HIGHEST ANNIVERSARY VALUE (HAV)                                         

Example                                                                   
-------                                                                   

 Assume, as in the example in section (2) above, the contract Owner is a male,
age 55 at issue, and he elects an Enhanced Death Benefit rider with an      
annual increase rate of 4%. He makes an initial Purchase Payment of         
$100,000, and makes no additional Purchase Payments or partial              
withdrawals. On the contract issue date, the Highest Anniversary Value is   
equal to $100,000 (the initial Purchase Payment). Assume the Account Value  
on the first contract anniversary is $108,000 due to good market            
performance. Because the Account Value is greater than the Highest          
Anniversary Value ($100,000), the Highest Anniversary Value is set equal    
to the Account Value ($108,000). Assume the Account Value on the second     
contract anniversary is $102,000 due to poor market performance. Because    
the Account Value is less than the Highest Anniversary Value ($108,000),    
the Highest Anniversary Value remains $108,000.                             

  Assume this process is repeated on each contract anniversary until the tenth
contract anniversary, when the Account Value is $145,000 and the Highest  
Anniversary Value is $140,000. The Highest Anniversary Value is set equal 
to the Account Value ($145,000).                                          

Determining a death benefit based on the Highest Anniversary Value        
------------------------------------------------------------------        

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 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 is the value upon 
 which a future death benefit amount can be based (if it is greater than the
Annual Increase Amount and Account Value on the date the death benefit    
amount is determined).                                                    

(4) PUTTING IT ALL TOGETHER                                                     

Example                                                                   
-------                                                                   

Continuing the examples in sections (2) and (3) above, assume the contract
Owner dies after the tenth contract anniversary but prior to the eleventh 
contract anniversary, and on the date the death benefit amount is         
determined, the Account Value is $140,000 due to poor market performance. 
Because the Annual Increase Amount ($148,024) is greater than the Highest 
 Anniversary Value ($145,000), the Annual Increase Amount ($148,024) is used
as the Death Benefit Base. Because the Death Benefit Base ($148,024) is   
greater than the Account Value ($140,000), the Death Benefit Base will be 
the death benefit amount.                                                 

  The above example does not take into account the impact of premium and other
taxes. THE DEATH BENEFIT BASE IS NOT AVAILABLE FOR CASH WITHDRAWALS AND IS
ONLY USED FOR PURPOSES OF CALCULATING THE DEATH BENEFIT AMOUNT AND THE    
CHARGE FOR THE BENEFIT.                                                   

(5) THE OPTIONAL STEP-UP                                                        

Assume your initial Purchase Payment is $100,000 and no withdrawals are taken.  
The Annual Increase Amount increases to $104,000 on the first anniversary       
($100,000 increased by 4% per year, compounded annually). Assume your Account   
Value at the first contract anniversary is $110,000 due to good market          
performance, and you elect an Optional Step-Up.                                 

The effect of the Optional Step-Up election is:                                 

(1) The Annual Increase Amount resets from $104,000 to $110,000; and          

(2) The Enhanced Death Benefit rider charge may be reset to the fee we would  
 charge new contract Owners for the same Enhanced Death Benefit rider at
that time.                                                            

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The Annual Increase Amount increases to $114,400 on the second anniversary      
($110,000 increased by 4% per year, compounded annually). Assume your Account   
Value at the second contract anniversary is $112,000 due to poor market         
performance. You may NOT elect an Optional Step-Up at this time, because the    
Account Value is less than the Annual Increase Amount.                          

(6) THE OPTIONAL STEP-UP: AUTOMATIC ANNUAL STEP-UP                              

Assume your initial Purchase Payment is $100,000 and no withdrawals are taken.  
The Annual Increase Amount increases to $104,000 on the first anniversary       
($100,000 increased by 4% per year, compounded annually). Assume your Account   
Value at the first contract anniversary is $110,000 due to good market          
performance, and you elected Optional Step-Ups to occur under the Automatic     
Annual Step-Up feature prior to the first contract anniversary. 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 resets from $104,000 to          
$110,000; and                                                         

(2) The Enhanced Death Benefit rider charge may be reset to the fee we would  
 charge new contract Owners for the same Enhanced Death Benefit rider at
that time.                                                            

The Annual Increase Amount increases to $114,400 on the second anniversary      
($110,000 increased by 4% per year, compounded annually). 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. 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 resets from $114,400 to          
$120,000; and                                                         

(2) The Enhanced Death Benefit rider charge may be reset to the fee we would  
 charge new contract Owners for the same Enhanced Death Benefit rider at
that time.                                                            

Assume your Account Value increases by $10,000 at each contract anniversary in  
years three through seven. At each contract anniversary, your Account Value     
would exceed the Annual Increase Amount and 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 the Optional Step-Up is:                                          

(1) The Annual Increase Amount automatically resets to the higher Account     
Value; and                                                            

(2) The Enhanced Death Benefit rider charge may be reset to the fee we would  
 charge new contract Owners for the same Enhanced Death Benefit 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. The Annual Increase Amount increases to $176,800 on the eighth         
anniversary ($170,000 increased by 4% per year, compounded annually). 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. However, because the Optional  
Step-Up has locked-in previous gains, the Annual Increase Amount remains at     
$176,800 despite poor market performance, and, provided the rider continues in  
effect, will continue to grow at 4% annually (subject to adjustments for        
additional Purchase Payments and/or withdrawals) through the contract           
anniversary prior to your 91st birthday. Also, note the Enhanced Death Benefit  
rider charge remains at its current level.                                      

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(7) 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, 2012 and an Enhanced Death Benefit rider with an annual  
increase rate of 4% is selected. Assume that on the first contract anniversary  
(September 1, 2013), the Annual Increase Amount is $100,000. Assume the         
required minimum distribution amount for 2013 with respect to this contract is  
$6,000, and the required minimum distribution amount for 2014 with respect to   
this contract is $7,200. Assume that on both the first contract anniversary     
(September 1, 2013) and the second contract anniversary (September 1, 2014) the 
Account Value is $100,000. On the second contract anniversary, the annual       
increase rate is the greater of:                                                

(a) 4%; 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 2013 ($6,000) or for 2014    
  ($7,200), whichever is greater, divided by the Annual Increase Amount as
of September 1, 2013 ($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 4% 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 2014) is greater   
than $6,000 (the required minimum distribution amount for 2013), 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 2013 through August 2014). Assuming the    
Owner makes no withdrawals outside the Automated Required Minimum Distribution  
Program, on September 1, 2014, the Annual Increase Amount will be increased to  
$100,400. This is calculated by increasing the Annual Increase Amount from      
September 1, 2013 ($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   
2013, the Owner receives $500 per month ($500 equals the $6,000 required        
minimum distribution amount for 2013 divided by 12). From January through       
August 2014, the Owner receives $600 per month ($600 equals the $7,200 required 
minimum distribution amount for 2014 divided by 12). The Owner receives $2,000  
in 2013 and $4,800 in 2014, 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 2013 in December 2013 and makes no other withdrawals from September 2013    
through August 2014, the Annual Increase Amount on September 1, 2014 will be    
$101,200. This is calculated by increasing the Annual Increase Amount from      
September 1, 2013 ($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 2014 in January 2014 and makes no other withdrawals from September 2013     
through August 2014, the Annual Increase Amount on September 1, 2014 will be    
$100,000. This is calculated by increasing the Annual Increase Amount from      
September 1, 2013 ($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, 2013 and makes no    
other withdrawals before the second contract anniversary. Because the $7,250    
withdrawal exceeds the required minimum distribution amounts for 2013 and 2014, 
the annual increase rate will be 4% and the Annual Increase Amount on the       
second contract anniversary (September 1, 2014) will be $96,460. On September   
1, 2013, 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, 2014) will be  
$96,460 ($92,750 increased by 4% per year compounded annually).                 

(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, 2014 will be $107,200.     
This is calculated by increasing the Annual Increase Amount from September 1,   
2013 ($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 INVESTORS USA INSURANCE COMPANY 

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 APRIL 30, 2012, 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 APRIL 30, 2012.               

SAI-0412USAVA2                                                                  

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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 
TAX STATUS OF THE CONTRACTS.............     8 
CONDENSED FINANCIAL INFORMATION.........    10 
FINANCIAL STATEMENTS....................    26 

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COMPANY                                                                         

MetLife Investors USA Insurance Company (MetLife Investors USA) is a stock life 
insurance company founded on September 13, 1960, and organized under the laws   
of the State of Delaware. Its principal executive offices are located at 5 Park 
Plaza, Suite 1900 Irvine, CA 92614. MetLife Investors USA is authorized to      
transact the business of life insurance, including annuities, and is currently  
licensed to do business in all states (except New York) and the District of     
Columbia. On October 11, 2006, MetLife Investors USA became a wholly-owned      
subsidiary of MetLife Insurance Company of Connecticut. We changed our name to  
MetLife Investors USA Insurance Company on January 8, 2001. On December 31,     
2002, MetLife Investors USA became an indirect subsidiary of MetLife, Inc., a   
listed company on the New York Stock Exchange. MetLife, Inc., through its       
subsidiaries and affiliates, is a leading provider of insurance and other       
financial services to individual and institutional customers.                   

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 Deloitte & Touche     
LLP, an independent registered public accounting firm, as stated in their       
report appearing herein. Such financial statements and financial highlights     
have been so 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 Investors USA Insurance        
Company (the "Company"), included in this Statement of Additional Information,  
have been audited by Deloitte & Touche LLP, independent auditors, as stated in  
their report appearing herein (which report expresses an unqualified opinion and
includes an explanatory paragraph referring to changes in the Company's method  
of accounting for the recognition and presentation of other-than-temporary      
impairment losses for certain investments as required by accounting guidance    
adopted on April 1, 2009). Such financial statements have been so included in   
reliance upon the report of such firm given upon their authority as experts in  
accounting and auditing.                                                        

The principal business address of Deloitte & Touche LLP is Two World Financial  
Center, New York, New York 10281-1414.                                          

CUSTODIAN                                                                       

MetLife Investors USA Insurance Company, 5 Park Plaza, Suite 1900, Irvine, CA   
92614, 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 5 Park Plaza, Suite 1900, Irvine, CA 92614. 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 is 
not a member of the Securities Investor Protection Corporation. 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        
-------------    ---------------------    ---------------------
                                                               
2011             $1,101,222,893           $0                   
2010             $  619,025,695           $0                   
2009             $  444,678,204           $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 2011 ranged from $0 to $25,311,993.* The  
amount of commissions paid to selected selling firms during 2011 ranged from    
$600 to $84,886,349. The amount of total compensation (includes non-commission  
as well as commission amounts) paid to selected selling firms during 2011       
ranged from $600 to $87,026,602.*                                               

* 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 Insurance Company of Connecticut.                 

The following list sets forth the names of selling firms that received          
additional compensation in 2010 in connection with the sale of our variable     
annuity contracts, variable life policies and other insurance products. The     
selling firms are listed in alphabetical order.                                 

Ameriprise Financial Services, Inc.                                             
AXA Advisors, LLC                                                               
BBVA Compass Investment Solutions, Inc.                                         

Capital Investments Group, Inc.                                                 
CCO Investment Services Corp.                                                   
Centaurus Financial, Inc.                                                       
Citigroup Global Markets, Inc.                                                  

Commonwealth Financial Network                                                  

CUSO Financial Services, L.P.                                                   
Edward D. Jones & Co., L.P.                                                     
Essex National Securities, Inc.                                                 
FSC Securities Corporation                                                      
First Allied Securities, Inc.                                                   
First Tennessee Brokerage, Inc.                                                 

Founders Financial Securities, LLC                                              
H. D. Vest Investment Securities, Inc.                                          
J.J.B. Hilliard, W.L. Lyons, LLC                                                
ING Financial Partners, Inc.                                                    
Investment Professionals, Inc.                                                  
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 Keegan & Company, Inc.                                                   

Morgan Stanley Smith Barney, LLC                                                
National Planning Corporation                                                   

NEXT Financial Group                                                            

NFP Securities, Inc.                                                            
PNC Investments LLC                                                             

ProEquities, Inc.                                                               

Raymond James & Associates, Inc.                                                

Raymond James Financial Services, Inc.                                          

RBC Wealth Management                                                           

Royal Alliance Associates, Inc.                                                 

SagePoint Financial, Inc.                                                       

Sammons Securities Company, LLC                                                 
Securities America, Inc.                                                        

Sigma Financial Corporation                                                     
Stifel, Nicolaus & Company, Incorporated                                        

Tower Square Securities, Inc.                                                   

Transamerica Financial Advisors, Inc.                                           

UBS Financial Services, Inc.                                                    

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U.S. Bancorp Investments, Inc.                                                  

United Planners' Financial Services of America                                  
ValMark Securities, Inc.                                                        

Wall Street Financial Group, Inc.                                               

Walnut Street Securities, Inc.                                                  
Wells Fargo Advisors, LLC                                                       
Wells Fargo Advisors Financial Network, 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, or GMIB rider charge. For purposes of calculating   
performance information, the Enhanced Death Benefit rider charge is currently   
reflected as a percentage of account value. 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 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                                             

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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, or GMIB 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 investment         
portfolios 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.  

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                       

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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 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          

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  $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       
premium 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.                       

TAX STATUS OF THE CONTRACTS                                                     

Tax law imposes several requirements that variable annuities must satisfy in    
order to receive the tax treatment normally accorded to annuity 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. However, the tax law concerning these rules is       
subject to change and to different interpretations. Inadvertent failure to meet 
these standards may be correctable. Failure to meet these standards would       
result in immediate taxation to contract owners of gains under their contracts. 
Consult your tax adviser prior to purchase.                                     

If underlying fund shares are sold directly to tax-qualified retirement plans   
that later lose their tax-qualified status or to non-qualified plans, the       
separate accounts investing in the underlying fund may fail the diversification 
requirements of Section 817, which could have adverse tax consequences for      
variable contract owners, including losing the benefit of tax deferral.         

REQUIRED DISTRIBUTIONS. In order to be treated as an annuity contract for       
Federal income tax purposes, Section 72(s) of the Code generally requires any   
Non-Qualified Contract to contain certain provisions specifying how your        
interest in the contract will be distributed in the event of the death of an    
owner of the contract (or on the death of, or change in, any primary annuitant  
where the contract is owned by a non-natural person). Specifically, Section     
72(s) requires that: (a) if any owner dies on or after the annuity starting     
date, but prior to the time the entire interest in the contract has been        
distributed, the entire interest in the contract will be distributed at least   
as rapidly as under the method of distribution being used as of the date of     
such owner's death; and (b) if any owner dies prior to the annuity starting     
date, the entire interest in the contract will be distributed within five years 
after the date of such owner's death. These requirements will be considered     
satisfied as to any portion of an owner's interest which is payable to or for   
the benefit of a designated beneficiary and which is distributed over the life  
of such designated beneficiary or over a period not extending beyond the life   
expectancy of that beneficiary, provided that such                              

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distributions begin within one year of the owner's death. The designated        
beneficiary refers to a natural person designated by the owner as a beneficiary 
and to whom ownership of the contract passes by reason of death. However, if    
the designated beneficiary is the surviving spouse of the deceased owner, the   
contract may be continued with the surviving spouse as the new owner.           

The Non-Qualified Contracts contain provisions that are intended to comply with 
these Code requirements, although no regulations interpreting these             
requirements have yet been issued. We intend to review such provisions and      
modify them if necessary to assure that they comply with the applicable         
requirements when such requirements are clarified by regulation or otherwise.   

Other rules may apply to Qualified Contracts.                                   

MANDATORY DISTRIBUTIONS FOR QUALIFIED PLANS. Federal tax law requires that      
minimum annual distributions begin by April 1st of the calendar year following  
the calendar year in which an IRA owner attains age 70  1/2. Participants in    
qualified plans and 403(b) annuities may defer minimum distributions until the  
later of April 1st of the calendar year following the calendar year in which    
they attain age 70  1/2 or the year of retirement (except for 5% or more        
owners). If you own more than one individual retirement annuity and/or account, 
you may satisfy the minimum distribution rules on an aggregate basis (i.e.,     
determine the total amount of required distributions from all IRAs and take the 
required amount from any one or more IRAs). A similar aggregate approach is     
available to meet your 403(b) minimum distribution requirements if you have     
multiple 403(b) annuities. Recently promulgated Treasury regulations changed    
the distribution requirements; therefore, it is important that you consult your 
tax adviser as to the impact of these regulations on your personal situation.   

Final income tax regulations regarding minimum distribution requirements were   
released in June 2004. These regulations affect both deferred and income        
annuities. Under these rules, effective with respect to minimum distributions   
required for the 2006 distribution year, in general, the value of all benefits  
under a deferred annuity (including death benefits in excess of cash value)     
must be added to the account value in computing the amount required to be       
distributed over the applicable period. We will provide you with additional     
information as to the amount of your interest in the contract that is subject   
to required minimum distributions under this new rule and either compute the    
required amount for you or offer to do so at your request. The new rules are    
not entirely clear and you should consult your tax adviser as to how these      
rules affect your contract.                                                     

MINIMUM DISTRIBUTIONS FOR BENEFICIARIES UPON THE CONTRACT OWNER'S DEATH. Upon   
the death of the contract owner and/or annuitant of a Qualified Contract, the   
funds remaining in the contract must be completely withdrawn within 5 years     
from the date of death (including in a single lump sum) or minimum              
distributions may be taken over the life expectancy of the individual           
beneficiaries (and in certain situations, trusts for individuals), provided     
such distributions are payable at least annually and begin within one year from 
the date of death. Special rules apply in the case of an IRA where the          
beneficiary is the surviving spouse which allow the spouse to assume the        
contract as owner. Alternative rules permit a spousal beneficiary under a       
qualified contract, including an IRA, to defer the required minimum             
distribution ("RMD") requirements until the end of the year in which the        
deceased spouse would have attained age 70  1/2 or to rollover the death        
proceeds to his or her own IRA or to another eligible retirement plan in which  
he or she participates.                                                         

For RMDs after the death of the contract owner, 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 RMD   
rules are complex, so consult with your tax adviser because the application of  
these rules to your particular circumstances may have been impacted by the 2009 
RMD waiver.                                                                     

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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, 2011. 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 
=============                            ==== ==========      ==========       ==========        ============== 
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 
=============                            ==== ==========      ==========       ==========        ============== 
AMERICAN FUNDS (Reg. TM) BOND SUB-ACCOUNT (CLASS C)                                                             
   10/07/2011                             to  12/31/2011       10.623701        10.763731          650,574.6668 
=============                            ==== ==========      ==========       ==========        ============== 
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 
=============                            ==== ==========      ==========       ==========        ============== 
AMERICAN FUNDS (Reg. TM) GROWTH SUB-ACCOUNT (CLASS C)                                                           
   10/07/2011                             to  12/31/2011        8.139451         8.627058        1,691,565.0984 
=============                            ==== ==========      ==========       ==========        ============== 
AMERICAN FUNDS (Reg. TM) INTERNATIONAL SUB-ACCOUNT (CLASS C)                                                    
   10/07/2011                             to  12/31/2011        7.279858         7.555737          880,722.6892 
=============                            ==== ==========      ==========       ==========        ============== 
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 
=============                            ==== ==========      ==========       ==========        ============== 
AQR GLOBAL RISK BALANCED SUB-ACCOUNT (CLASS B)                                                                  
   10/07/2011                             to  12/31/2011       10.197686        10.597807        2,676,047.6104 
=============                            ==== ==========      ==========       ==========        ============== 
BLACKROCK GLOBAL TACTICAL STRATEGIES SUB-ACCOUNT (CLASS B)                                                      
   10/07/2011                             to  12/31/2011        9.268022         9.562084        5,031,920.3112 
=============                            ==== ==========      ==========       ==========        ============== 
BLACKROCK HIGH YIELD SUB-ACCOUNT (CLASS B)                                                                      
   10/07/2011                             to  12/31/2011       19.484877        20.637627          266,936.7725 
=============                            ==== ==========      ==========       ==========        ============== 
CLARION GLOBAL REAL ESTATE SUB-ACCOUNT (CLASS B)                                                                
   10/07/2011                             to  12/31/2011       12.353233        13.176814          397,161.2049 
=============                            ==== ==========      ==========       ==========        ============== 
GOLDMAN SACHS MID CAP VALUE SUB-ACCOUNT (CLASS B)                                                               
   10/07/2011                             to  12/31/2011       13.039546        14.234488          384,796.8779 
=============                            ==== ==========      ==========       ==========        ============== 
HARRIS OAKMARK INTERNATIONAL SUB-ACCOUNT (CLASS B)                                                              
   10/07/2011                             to  12/31/2011       16.695165        16.723543          992,602.0566 
=============                            ==== ==========      ==========       ==========        ============== 
INVESCO SMALL CAP GROWTH SUB-ACCOUNT (CLASS B)                                                                  
   10/07/2011                             to  12/31/2011       14.140287        15.379785        1,022,953.0961 
=============                            ==== ==========      ==========       ==========        ============== 
JANUS FORTY SUB-ACCOUNT (CLASS B)                                                                               
   10/07/2011                             to  12/31/2011      132.752579       137.602439            8,742.5243 
=============                            ==== ==========      ==========       ==========        ============== 
LAZARD MID CAP SUB-ACCOUNT (CLASS B)                                                                            
   10/07/2011                             to  12/31/2011       13.222318        14.436229          309,824.2060 
=============                            ==== ==========      ==========       ==========        ============== 

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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   
                                                           ---------------  ---------------  -------------------
                                                                                                                
LEGG MASON CLEARBRIDGE AGGRESSIVE GROWTH SUB-ACCOUNT (CLASS B)                                                  
   10/07/2011                             to  12/31/2011        7.030838         7.626325        2,140,375.6815 
=============                            ==== ==========       =========        =========        ============== 
LOOMIS SAYLES GLOBAL MARKETS SUB-ACCOUNT (CLASS B)                                                              
   10/07/2011                             to  12/31/2011       11.940336        12.599813          417,320.8888 
=============                            ==== ==========       =========        =========        ============== 
LORD ABBETT BOND DEBENTURE SUB-ACCOUNT (CLASS B)                                                                
   10/07/2011                             to  12/31/2011       22.618757        23.939057          465,234.4326 
=============                            ==== ==========       =========        =========        ============== 
LORD ABBETT MID CAP VALUE SUB-ACCOUNT (CLASS B)                                                                 
   10/07/2011                             to  12/31/2011       21.552359        23.991042          123,548.8744 
=============                            ==== ==========       =========        =========        ============== 
MET/EATON VANCE FLOATING RATE SUB-ACCOUNT (CLASS B)                                                             
   10/07/2011                             to  12/31/2011        9.991233        10.266097           94,478.1244 
=============                            ==== ==========       =========        =========        ============== 
MET/FRANKLIN LOW DURATION TOTAL RETURN SUB-ACCOUNT (CLASS B)                                                    
   10/07/2011                             to  12/31/2011        9.714680         9.760397           31,575.8370 
=============                            ==== ==========       =========        =========        ============== 
MET/FRANKLIN MUTUAL SHARES SUB-ACCOUNT (CLASS B)                                                                
   10/07/2011                             to  12/31/2011        8.014066         8.694938          503,583.5196 
=============                            ==== ==========       =========        =========        ============== 
MET/FRANKLIN TEMPLETON FOUNDING STRATEGY SUB-ACCOUNT (CLASS B)                                                  
   10/07/2011                             to  12/31/2011        8.750917         9.338777        1,479,393.2897 
=============                            ==== ==========       =========        =========        ============== 
MET/TEMPLETON INTERNATIONAL BOND SUB-ACCOUNT (CLASS B)                                                          
   10/07/2011                             to  12/31/2011       11.917646        11.959925          117,515.7498 
=============                            ==== ==========       =========        =========        ============== 
METLIFE BALANCED PLUS SUB-ACCOUNT (CLASS B)                                                                     
   10/07/2011                             to  12/31/2011        9.188557         9.377131        5,413,659.1121 
=============                            ==== ==========       =========        =========        ============== 
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 
=============                            ==== ==========       =========        =========        ============== 
MFS (Reg. TM) RESEARCH INTERNATIONAL SUB-ACCOUNT (CLASS B)                                                      
   10/07/2011                             to  12/31/2011       12.479704        12.663042        1,432,480.6677 
=============                            ==== ==========       =========        =========        ============== 
PIMCO INFLATION PROTECTED BOND SUB-ACCOUNT (CLASS B)                                                            
   10/07/2011                             to  12/31/2011       14.690104        14.968220        1,670,858.7386 
=============                            ==== ==========       =========        =========        ============== 
PIMCO TOTAL RETURN SUB-ACCOUNT (CLASS B)                                                                        
   10/07/2011                             to  12/31/2011       16.163043        16.521798        3,497,551.3544 
=============                            ==== ==========       =========        =========        ============== 
PIONEER FUND SUB-ACCOUNT (CLASS B)                                                                              
   10/07/2011                             to  12/31/2011       16.061549        17.301901           35,569.8282 
=============                            ==== ==========       =========        =========        ============== 
PIONEER STRATEGIC INCOME SUB-ACCOUNT (CLASS E)                                                                  
   10/07/2011                             to  12/31/2011       12.316754        12.622049          151,918.7390 
=============                            ==== ==========       =========        =========        ============== 
PYRAMIS (Reg. TM) GOVERNMENT INCOME SUB-ACCOUNT (CLASS B)                                                       
   10/07/2011                             to  12/31/2011       10.609175        10.748210          939,119.6411 
=============                            ==== ==========       =========        =========        ============== 

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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  
                                                           ---------------  ---------------  -----------------
                                                                                                              
RAINIER LARGE CAP EQUITY SUB-ACCOUNT (CLASS B)                                                                
   10/07/2011                             to  12/31/2011        7.080899         7.481251        180,010.2315 
=============                            ==== ==========       =========        =========      ============== 
RCM TECHNOLOGY SUB-ACCOUNT (CLASS B)                                                                          
   10/07/2011                             to  12/31/2011        6.060490         6.096585        706,668.3394 
=============                            ==== ==========       =========        =========      ============== 
SSGA GROWTH AND INCOME ETF SUB-ACCOUNT (CLASS B)                                                              
   10/07/2011                             to  12/31/2011       10.943893        11.570323      3,393,241.9882 
=============                            ==== ==========       =========        =========      ============== 
SSGA GROWTH ETF SUB-ACCOUNT (CLASS B)                                                                         
   10/07/2011                             to  12/31/2011       10.167441        10.800482      1,051,101.0110 
=============                            ==== ==========       =========        =========      ============== 
T. ROWE PRICE LARGE CAP VALUE SUB-ACCOUNT (CLASS B)                                                           
   10/07/2011                             to  12/31/2011       41.717776        46.004846        363,012.0915 
=============                            ==== ==========       =========        =========      ============== 
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 
=============                            ==== ==========       =========        =========      ============== 
THIRD AVENUE SMALL CAP VALUE SUB-ACCOUNT (CLASS B)                                                            
   10/07/2011                             to  12/31/2011       14.826879        15.792798        916,113.9580 
=============                            ==== ==========       =========        =========      ============== 
TURNER MID CAP GROWTH SUB-ACCOUNT (CLASS B)                                                                   
   10/07/2011                             to  12/31/2011       12.722460        13.129568        259,815.5024 
=============                            ==== ==========       =========        =========      ============== 
VAN KAMPEN COMSTOCK SUB-ACCOUNT (CLASS B)                                                                     
   10/07/2011                             to  12/31/2011        9.159174         9.942277      3,869,390.2064 
=============                            ==== ==========       =========        =========      ============== 
METROPOLITAN SERIES FUND, INC.                                                                                
BARCLAYS CAPITAL AGGREGATE BOND INDEX SUB-ACCOUNT (CLASS G)                                                   
   10/07/2011                             to  12/31/2011       16.025447        16.213088        182,174.6407 
=============                            ==== ==========       =========        =========      ============== 
BLACKROCK MONEY MARKET SUB-ACCOUNT (CLASS B)                                                                  
   10/07/2011                             to  12/31/2011       10.378453        10.342686      1,296,819.8048 
=============                            ==== ==========       =========        =========      ============== 
DAVIS VENTURE VALUE SUB-ACCOUNT (CLASS E)                                                                     
   10/07/2011                             to  12/31/2011       11.013985        12.049965      1,788,118.0130 
=============                            ==== ==========       =========        =========      ============== 
JENNISON GROWTH SUB-ACCOUNT (CLASS B)                                                                         
   10/07/2011                             to  12/31/2011       11.593821        12.065387        919,636.0423 
=============                            ==== ==========       =========        =========      ============== 
MET/ARTISAN MID CAP VALUE SUB-ACCOUNT (CLASS B)                                                               
   10/07/2011                             to  12/31/2011       13.124678        14.441321        695,059.6423 
=============                            ==== ==========       =========        =========      ============== 
MET/DIMENSIONAL INTERNATIONAL SMALL COMPANY SUB-ACCOUNT (CLASS B)                                             
   10/07/2011                             to  12/31/2011       14.180190        14.195811         69,113.7160 
=============                            ==== ==========       =========        =========      ============== 
METLIFE MID CAP STOCK INDEX SUB-ACCOUNT (CLASS G)                                                             
   10/07/2011                             to  12/31/2011       14.874969        16.344455         76,896.2280 
=============                            ==== ==========       =========        =========      ============== 

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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   
                                                           ---------------  ---------------  -------------------
                                                                                                                
METLIFE STOCK INDEX SUB-ACCOUNT (CLASS B)                                                                       
   10/07/2011                             to  12/31/2011       10.885462        11.853637          841,634.7216 
=============                            ==== ==========       =========        =========       =============== 
MORGAN STANLEY EAFE (Reg. TM) INDEX SUB-ACCOUNT (CLASS G)                                                       
   10/07/2011                             to  12/31/2011       10.629271        10.742849           96,629.2895 
=============                            ==== ==========       =========        =========       =============== 
RUSSELL 2000 (Reg. TM) INDEX SUB-ACCOUNT (CLASS G)                                                              
   10/07/2011                             to  12/31/2011       14.498417        16.360040           88,231.4898 
=============                            ==== ==========       =========        =========       =============== 
VAN ECK GLOBAL NATURAL RESOURCES SUB-ACCOUNT (CLASS B)                                                          
   10/07/2011                             to  12/31/2011       14.763354        15.410303          119,203.2980 
=============                            ==== ==========       =========        =========       =============== 
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 
=============                            ==== ==========       =========        =========       =============== 
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 
=============                            ==== ==========       =========        =========       =============== 
METLIFE BALANCED STRATEGY SUB-ACCOUNT (CLASS B)                                                                 
   10/07/2011                             to  12/31/2011       10.982691        11.481813       21,668,906.2686 
=============                            ==== ==========       =========        =========       =============== 
METLIFE DEFENSIVE STRATEGY SUB-ACCOUNT (CLASS B)                                                                
   10/07/2011                             to  12/31/2011       11.648065        12.044499        4,367,250.3225 
=============                            ==== ==========       =========        =========       =============== 
METLIFE GROWTH STRATEGY SUB-ACCOUNT (CLASS B)                                                                   
   10/07/2011                             to  12/31/2011       10.542396        11.120139       16,443,185.0257 
=============                            ==== ==========       =========        =========       =============== 
METLIFE MODERATE STRATEGY SUB-ACCOUNT (CLASS B)                                                                 
   10/07/2011                             to  12/31/2011       11.434715        11.883856        9,594,037.3558 
=============                            ==== ==========       =========        =========       =============== 

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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                                                                                      
ALLIANCEBERNSTEIN GLOBAL DYNAMIC ALLOCATION SUB-ACCOUNT (CLASS B)                                               
   10/07/2011                             to  12/31/2011        9.424881         9.726205           43,132.4995 
=============                            ==== ==========      ==========       ==========       =============== 
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 
=============                            ==== ==========      ==========       ==========       =============== 
AMERICAN FUNDS (Reg. TM) BOND SUB-ACCOUNT (CLASS C)                                                             
   10/07/2011                             to  12/31/2011       10.605380        10.743934        1,863,328.0024 
=============                            ==== ==========      ==========       ==========       =============== 
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 
=============                            ==== ==========      ==========       ==========       =============== 
AMERICAN FUNDS (Reg. TM) GROWTH SUB-ACCOUNT (CLASS C)                                                           
   10/07/2011                             to  12/31/2011        8.125400         8.611175        4,553,063.5638 
=============                            ==== ==========      ==========       ==========       =============== 
AMERICAN FUNDS (Reg. TM) INTERNATIONAL SUB-ACCOUNT (CLASS C)                                                    
   10/07/2011                             to  12/31/2011        7.267291         7.541827        3,343,041.8793 
=============                            ==== ==========      ==========       ==========       =============== 
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 
=============                            ==== ==========      ==========       ==========       =============== 
AQR GLOBAL RISK BALANCED SUB-ACCOUNT (CLASS B)                                                                  
   10/07/2011                             to  12/31/2011       10.195285        10.594095           60,966.4460 
=============                            ==== ==========      ==========       ==========       =============== 
BLACKROCK GLOBAL TACTICAL STRATEGIES SUB-ACCOUNT (CLASS B)                                                      
   10/07/2011                             to  12/31/2011        9.265965         9.558862          104,230.5270 
=============                            ==== ==========      ==========       ==========       =============== 
BLACKROCK HIGH YIELD SUB-ACCOUNT (CLASS B)                                                                      
   10/07/2011                             to  12/31/2011       19.338314        20.480040          702,311.3140 
=============                            ==== ==========      ==========       ==========       =============== 
CLARION GLOBAL REAL ESTATE SUB-ACCOUNT (CLASS B)                                                                
   10/07/2011                             to  12/31/2011       12.307360        13.126372        1,145,657.2316 
=============                            ==== ==========      ==========       ==========       =============== 
GOLDMAN SACHS MID CAP VALUE SUB-ACCOUNT (CLASS B)                                                               
   10/07/2011                             to  12/31/2011       12.991127        14.180003        1,281,158.7945 
=============                            ==== ==========      ==========       ==========       =============== 
HARRIS OAKMARK INTERNATIONAL SUB-ACCOUNT (CLASS B)                                                              
   10/07/2011                             to  12/31/2011       16.586010        16.612290        3,004,396.6055 
=============                            ==== ==========      ==========       ==========       =============== 
INVESCO SMALL CAP GROWTH SUB-ACCOUNT (CLASS B)                                                                  
   10/07/2011                             to  12/31/2011       14.047807        15.277443        1,731,900.1818 
=============                            ==== ==========      ==========       ==========       =============== 
JANUS FORTY SUB-ACCOUNT (CLASS B)                                                                               
   10/07/2011                             to  12/31/2011      130.805580       135.568725           22,918.9362 
=============                            ==== ==========      ==========       ==========       =============== 
LAZARD MID CAP SUB-ACCOUNT (CLASS B)                                                                            
   10/07/2011                             to  12/31/2011       13.135865        14.340191        1,050,170.0841 
=============                            ==== ==========      ==========       ==========       =============== 

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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   
                                                           ---------------  ---------------  -------------------
                                                                                                                
LEGG MASON CLEARBRIDGE AGGRESSIVE GROWTH SUB-ACCOUNT (CLASS B)                                                  
   10/07/2011                             to  12/31/2011        6.979046         7.569276        3,858,357.0388 
=============                            ==== ==========       =========        =========       =============== 
LOOMIS SAYLES GLOBAL MARKETS SUB-ACCOUNT (CLASS B)                                                              
   10/07/2011                             to  12/31/2011       11.907873        12.564113        1,772,721.0512 
=============                            ==== ==========       =========        =========       =============== 
LORD ABBETT BOND DEBENTURE SUB-ACCOUNT (CLASS B)                                                                
   10/07/2011                             to  12/31/2011       22.452306        23.760160        1,574,102.8227 
=============                            ==== ==========       =========        =========       =============== 
LORD ABBETT MID CAP VALUE SUB-ACCOUNT (CLASS B)                                                                 
   10/07/2011                             to  12/31/2011       21.709916        24.163650          329,157.3568 
=============                            ==== ==========       =========        =========       =============== 
MET/EATON VANCE FLOATING RATE SUB-ACCOUNT (CLASS B)                                                             
   10/07/2011                             to  12/31/2011        9.984027        10.257514          302,943.7364 
=============                            ==== ==========       =========        =========       =============== 
MET/FRANKLIN LOW DURATION TOTAL RETURN SUB-ACCOUNT (CLASS B)                                                    
   10/07/2011                             to  12/31/2011        9.712511         9.757096          167,276.9743 
=============                            ==== ==========       =========        =========       =============== 
MET/FRANKLIN MUTUAL SHARES SUB-ACCOUNT (CLASS B)                                                                
   10/07/2011                             to  12/31/2011        8.000234         8.678933        1,002,375.4842 
=============                            ==== ==========       =========        =========       =============== 
MET/FRANKLIN TEMPLETON FOUNDING STRATEGY SUB-ACCOUNT (CLASS B)                                                  
   10/07/2011                             to  12/31/2011        8.735816         9.321590        7,650,608.5457 
=============                            ==== ==========       =========        =========       =============== 
MET/TEMPLETON INTERNATIONAL BOND SUB-ACCOUNT (CLASS B)                                                          
   10/07/2011                             to  12/31/2011       11.903139        11.943992          176,097.5304 
=============                            ==== ==========       =========        =========       =============== 
METLIFE BALANCED PLUS SUB-ACCOUNT (CLASS B)                                                                     
   10/07/2011                             to  12/31/2011        9.186517         9.373972          100,833.3240 
=============                            ==== ==========       =========        =========       =============== 
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 
=============                            ==== ==========       =========        =========       =============== 
MFS (Reg. TM) RESEARCH INTERNATIONAL SUB-ACCOUNT (CLASS B)                                                      
   10/07/2011                             to  12/31/2011       12.387811        12.568352        2,843,165.1151 
=============                            ==== ==========       =========        =========       =============== 
PIMCO INFLATION PROTECTED BOND SUB-ACCOUNT (CLASS B)                                                            
   10/07/2011                             to  12/31/2011       14.628259        14.903492        6,176,847.3321 
=============                            ==== ==========       =========        =========       =============== 
PIMCO TOTAL RETURN SUB-ACCOUNT (CLASS B)                                                                        
   10/07/2011                             to  12/31/2011       16.044064        16.398294       10,269,267.4651 
=============                            ==== ==========       =========        =========       =============== 
PIONEER FUND SUB-ACCOUNT (CLASS B)                                                                              
   10/07/2011                             to  12/31/2011       15.920270        17.147741          159,919.7532 
=============                            ==== ==========       =========        =========       =============== 
PIONEER STRATEGIC INCOME SUB-ACCOUNT (CLASS E)                                                                  
   10/07/2011                             to  12/31/2011       24.234129        24.831966          237,227.6191 
=============                            ==== ==========       =========        =========       =============== 
PYRAMIS (Reg. TM) GOVERNMENT INCOME SUB-ACCOUNT (CLASS B)                                                       
   10/07/2011                             to  12/31/2011       10.606823        10.744592           43,205.3475 
=============                            ==== ==========       =========        =========       =============== 

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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   
                                                           ---------------  ---------------  -------------------
                                                                                                                
RAINIER LARGE CAP EQUITY SUB-ACCOUNT (CLASS B)                                                                  
   10/07/2011                             to  12/31/2011        7.066970         7.465675        1,091,307.5569 
=============                            ==== ==========       =========        =========        ============== 
RCM TECHNOLOGY SUB-ACCOUNT (CLASS B)                                                                            
   10/07/2011                             to  12/31/2011        6.015804         6.050937        2,249,460.6052 
=============                            ==== ==========       =========        =========        ============== 
SSGA GROWTH AND INCOME ETF SUB-ACCOUNT (CLASS B)                                                                
   10/07/2011                             to  12/31/2011       10.911006        11.534227        5,511,403.1094 
=============                            ==== ==========       =========        =========        ============== 
SSGA GROWTH ETF SUB-ACCOUNT (CLASS B)                                                                           
   10/07/2011                             to  12/31/2011       10.136883        10.766783        3,728,011.0258 
=============                            ==== ==========       =========        =========        ============== 
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 
=============                            ==== ==========       =========        =========        ============== 
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 
=============                            ==== ==========       =========        =========        ============== 
THIRD AVENUE SMALL CAP VALUE SUB-ACCOUNT (CLASS B)                                                              
   10/07/2011                             to  12/31/2011       14.742278        15.700881        2,277,120.7635 
=============                            ==== ==========       =========        =========        ============== 
TURNER MID CAP GROWTH SUB-ACCOUNT (CLASS B)                                                                     
   10/07/2011                             to  12/31/2011       12.675208        13.079300          968,297.8236 
=============                            ==== ==========       =========        =========        ============== 
VAN KAMPEN COMSTOCK SUB-ACCOUNT (CLASS B)                                                                       
   10/07/2011                             to  12/31/2011        9.125261         9.903871        1,319,908.6210 
=============                            ==== ==========       =========        =========        ============== 
METROPOLITAN SERIES FUND, INC.                                                                                  
BARCLAYS CAPITAL AGGREGATE BOND INDEX SUB-ACCOUNT (CLASS G)                                                     
   10/07/2011                             to  12/31/2011       15.922355        16.106936          330,135.2978 
=============                            ==== ==========       =========        =========        ============== 
BLACKROCK MONEY MARKET SUB-ACCOUNT (CLASS B)                                                                    
   10/07/2011                             to  12/31/2011       10.302045        10.265361        7,097,876.9729 
=============                            ==== ==========       =========        =========        ============== 
DAVIS VENTURE VALUE SUB-ACCOUNT (CLASS E)                                                                       
   10/07/2011                             to  12/31/2011       10.932883        11.959860        6,572,545.3989 
=============                            ==== ==========       =========        =========        ============== 
JENNISON GROWTH SUB-ACCOUNT (CLASS B)                                                                           
   10/07/2011                             to  12/31/2011       11.527652        11.995148        2,490,262.0157 
=============                            ==== ==========       =========        =========        ============== 
MET/ARTISAN MID CAP VALUE SUB-ACCOUNT (CLASS B)                                                                 
   10/07/2011                             to  12/31/2011       13.028036        14.333336        2,194,177.4142 
=============                            ==== ==========       =========        =========        ============== 
MET/DIMENSIONAL INTERNATIONAL SMALL COMPANY SUB-ACCOUNT (CLASS B)                                               
   10/07/2011                             to  12/31/2011       14.159394        14.173361          193,790.9965 
=============                            ==== ==========       =========        =========        ============== 
METLIFE MID CAP STOCK INDEX SUB-ACCOUNT (CLASS G)                                                               
   10/07/2011                             to  12/31/2011       14.791462        16.250831          182,796.8117 
=============                            ==== ==========       =========        =========        ============== 

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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   
                                                           ---------------  ---------------  -------------------
                                                                                                                
METLIFE STOCK INDEX SUB-ACCOUNT (CLASS B)                                                                       
   10/07/2011                             to  12/31/2011       10.814270        11.774760        2,628,206.8847 
=============                            ==== ==========       =========        =========       =============== 
MORGAN STANLEY EAFE (Reg. TM) INDEX SUB-ACCOUNT (CLASS G)                                                       
   10/07/2011                             to  12/31/2011       10.560859        10.672477          438,833.7224 
=============                            ==== ==========       =========        =========       =============== 
RUSSELL 2000 (Reg. TM) INDEX SUB-ACCOUNT (CLASS G)                                                              
   10/07/2011                             to  12/31/2011       14.405098        16.252871          259,261.2651 
=============                            ==== ==========       =========        =========       =============== 
VAN ECK GLOBAL NATURAL RESOURCES SUB-ACCOUNT (CLASS B)                                                          
   10/07/2011                             to  12/31/2011       14.741695        15.385924          346,969.4851 
=============                            ==== ==========       =========        =========       =============== 
WESTERN ASSET MANAGEMENT U.S. GOVERNMENT SUB-ACCOUNT (CLASS B)                                                  
   10/07/2011                             to  12/31/2011       17.482939        17.579867          796,484.5447 
=============                            ==== ==========       =========        =========       =============== 
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 
=============                            ==== ==========       =========        =========       =============== 
METLIFE BALANCED STRATEGY SUB-ACCOUNT (CLASS B)                                                                 
   10/07/2011                             to  12/31/2011       10.944713        11.440794       79,593,449.0869 
=============                            ==== ==========       =========        =========       =============== 
METLIFE DEFENSIVE STRATEGY SUB-ACCOUNT (CLASS B)                                                                
   10/07/2011                             to  12/31/2011       11.607794        12.001477       25,838,266.4378 
=============                            ==== ==========       =========        =========       =============== 
METLIFE GROWTH STRATEGY SUB-ACCOUNT (CLASS B)                                                                   
   10/07/2011                             to  12/31/2011       10.505935        11.080407     89,850,156.2156a  
=============                            ==== ==========       =========        =========     ================= 
METLIFE MODERATE STRATEGY SUB-ACCOUNT (CLASS B)                                                                 
   10/07/2011                             to  12/31/2011       11.395179        11.841405       32,472,315.2704 
=============                            ==== ==========       =========        =========     ================= 

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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 
=============                            ==== ==========      ==========       ==========      ============ 
AMERICAN FUNDS (Reg. TM) BALANCED ALLOCATION SUB-ACCOUNT (CLASS C)                                          
   10/07/2011                             to  12/31/2011        9.071666         9.457635      744,192.1050 
=============                            ==== ==========      ==========       ==========      ============ 
AMERICAN FUNDS (Reg. TM) BOND SUB-ACCOUNT (CLASS C)                                                         
   10/07/2011                             to  12/31/2011       10.568807        10.704420      108,250.0578 
=============                            ==== ==========      ==========       ==========      ============ 
AMERICAN FUNDS (Reg. TM) GROWTH ALLOCATION SUB-ACCOUNT (CLASS C)                                            
   10/07/2011                             to  12/31/2011        8.316462         8.756372      741,697.2337 
=============                            ==== ==========      ==========       ==========      ============ 
AMERICAN FUNDS (Reg. TM) GROWTH SUB-ACCOUNT (CLASS C)                                                       
   10/07/2011                             to  12/31/2011        8.097349         8.579473      331,197.0925 
=============                            ==== ==========      ==========       ==========      ============ 
AMERICAN FUNDS (Reg. TM) INTERNATIONAL SUB-ACCOUNT (CLASS C)                                                
   10/07/2011                             to  12/31/2011        7.242205         7.514062      136,075.5836 
=============                            ==== ==========      ==========       ==========      ============ 
AMERICAN FUNDS (Reg. TM) MODERATE ALLOCATION SUB-ACCOUNT (CLASS C)                                          
   10/07/2011                             to  12/31/2011        9.584003         9.921913      347,660.6985 
=============                            ==== ==========      ==========       ==========      ============ 
AQR GLOBAL RISK BALANCED SUB-ACCOUNT (CLASS B)                                                              
   10/07/2011                             to  12/31/2011       10.190483        10.586670       23,725.1279 
=============                            ==== ==========      ==========       ==========      ============ 
BLACKROCK GLOBAL TACTICAL STRATEGIES SUB-ACCOUNT (CLASS B)                                                  
   10/07/2011                             to  12/31/2011        9.261848         9.552417       28,981.2627 
=============                            ==== ==========      ==========       ==========      ============ 
BLACKROCK HIGH YIELD SUB-ACCOUNT (CLASS B)                                                                  
   10/07/2011                             to  12/31/2011       19.048276        20.168240      415,202.8397 
=============                            ==== ==========      ==========       ==========      ============ 
CLARION GLOBAL REAL ESTATE SUB-ACCOUNT (CLASS B)                                                            
   10/07/2011                             to  12/31/2011       12.216088        13.026028      286,553.8295 
=============                            ==== ==========      ==========       ==========      ============ 
GOLDMAN SACHS MID CAP VALUE SUB-ACCOUNT (CLASS B)                                                           
   10/07/2011                             to  12/31/2011       12.894793        14.071615      307,790.0938 
=============                            ==== ==========      ==========       ==========      ============ 
HARRIS OAKMARK INTERNATIONAL SUB-ACCOUNT (CLASS B)                                                          
   10/07/2011                             to  12/31/2011       16.420878        16.443106      865,308.3287 
=============                            ==== ==========      ==========       ==========      ============ 
INVESCO SMALL CAP GROWTH SUB-ACCOUNT (CLASS B)                                                              
   10/07/2011                             to  12/31/2011       13.907986        15.121905      759,132.9446 
=============                            ==== ==========      ==========       ==========      ============ 
JANUS FORTY SUB-ACCOUNT (CLASS B)                                                                           
   10/07/2011                             to  12/31/2011      126.994073       131.588146        1,286.2280 
=============                            ==== ==========      ==========       ==========      ============ 
LAZARD MID CAP SUB-ACCOUNT (CLASS B)                                                                        
   10/07/2011                             to  12/31/2011       13.005133        14.194208      521,137.8097 
=============                            ==== ==========      ==========       ==========      ============ 

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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  
                                                           ---------------  ---------------  -----------------
                                                                                                              
LEGG MASON CLEARBRIDGE AGGRESSIVE GROWTH SUB-ACCOUNT (CLASS B)                                                
   10/07/2011                             to  12/31/2011        6.905733         7.488041        903,657.1993 
=============                            ==== ==========       =========        =========      ============== 
LOOMIS SAYLES GLOBAL MARKETS SUB-ACCOUNT (CLASS B)                                                            
   10/07/2011                             to  12/31/2011       11.843186        12.492986        228,832.9319 
=============                            ==== ==========       =========        =========      ============== 
LORD ABBETT BOND DEBENTURE SUB-ACCOUNT (CLASS B)                                                              
   10/07/2011                             to  12/31/2011       22.216614        23.505333        703,675.9571 
=============                            ==== ==========       =========        =========      ============== 
LORD ABBETT MID CAP VALUE SUB-ACCOUNT (CLASS B)                                                               
   10/07/2011                             to  12/31/2011       21.482680        23.905232         42,609.7239 
=============                            ==== ==========       =========        =========      ============== 
MET/EATON VANCE FLOATING RATE SUB-ACCOUNT (CLASS B)                                                           
   10/07/2011                             to  12/31/2011        9.969621        10.240357         40,197.8861 
=============                            ==== ==========       =========        =========      ============== 
MET/FRANKLIN LOW DURATION TOTAL RETURN SUB-ACCOUNT (CLASS B)                                                  
   10/07/2011                             to  12/31/2011        9.708172         9.750493         63,845.2409 
=============                            ==== ==========       =========        =========      ============== 
MET/FRANKLIN MUTUAL SHARES SUB-ACCOUNT (CLASS B)                                                              
   10/07/2011                             to  12/31/2011        7.972620         8.646988        118,095.6921 
=============                            ==== ==========       =========        =========      ============== 
MET/FRANKLIN TEMPLETON FOUNDING STRATEGY SUB-ACCOUNT (CLASS B)                                                
   10/07/2011                             to  12/31/2011        8.705670         9.287285        283,205.0557 
=============                            ==== ==========       =========        =========      ============== 
MET/TEMPLETON INTERNATIONAL BOND SUB-ACCOUNT (CLASS B)                                                        
   10/07/2011                             to  12/31/2011       11.874156        11.912168            933.4894 
=============                            ==== ==========       =========        =========      ============== 
METLIFE BALANCED PLUS SUB-ACCOUNT (CLASS B)                                                                   
   10/07/2011                             to  12/31/2011        9.182436         9.367651         16,351.6918 
=============                            ==== ==========       =========        =========      ============== 
MFS (Reg. TM) EMERGING MARKETS EQUITY SUB-ACCOUNT (CLASS B)                                                   
   10/07/2011                             to  12/31/2011        9.653053         9.938069        345,541.3417 
=============                            ==== ==========       =========        =========      ============== 
MFS (Reg. TM) RESEARCH INTERNATIONAL SUB-ACCOUNT (CLASS B)                                                    
   10/07/2011                             to  12/31/2011       12.257726        12.433506      1,350,812.8440 
=============                            ==== ==========       =========        =========      ============== 
PIMCO INFLATION PROTECTED BOND SUB-ACCOUNT (CLASS B)                                                          
   10/07/2011                             to  12/31/2011       14.505297        14.774818      1,116,852.2692 
=============                            ==== ==========       =========        =========      ============== 
PIMCO TOTAL RETURN SUB-ACCOUNT (CLASS B)                                                                      
   10/07/2011                             to  12/31/2011       15.875661        16.222440      2,022,561.7373 
=============                            ==== ==========       =========        =========      ============== 
PIONEER FUND SUB-ACCOUNT (CLASS B)                                                                            
   10/07/2011                             to  12/31/2011       15.641228        16.843308         15,740.1313 
=============                            ==== ==========       =========        =========      ============== 
PIONEER STRATEGIC INCOME SUB-ACCOUNT (CLASS E)                                                                
   10/07/2011                             to  12/31/2011       12.257000        12.556481         71,129.6431 
=============                            ==== ==========       =========        =========      ============== 
PYRAMIS (Reg. TM) GOVERNMENT INCOME SUB-ACCOUNT (CLASS B)                                                     
   10/07/2011                             to  12/31/2011       10.602119        10.737356              0.0000 
=============                            ==== ==========       =========        =========      ============== 

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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  
                                                           ---------------  ---------------  -----------------
                                                                                                              
RAINIER LARGE CAP EQUITY SUB-ACCOUNT (CLASS B)                                                                
   10/07/2011                             to  12/31/2011        7.039173         7.434600        126,575.3673 
=============                            ==== ==========       =========        =========      ============== 
RCM TECHNOLOGY SUB-ACCOUNT (CLASS B)                                                                          
   10/07/2011                             to  12/31/2011        5.952647         5.986033        639,629.6640 
=============                            ==== ==========       =========        =========      ============== 
SSGA GROWTH AND INCOME ETF SUB-ACCOUNT (CLASS B)                                                              
   10/07/2011                             to  12/31/2011       10.845480        11.462321        263,213.3102 
=============                            ==== ==========       =========        =========      ============== 
SSGA GROWTH ETF SUB-ACCOUNT (CLASS B)                                                                         
   10/07/2011                             to  12/31/2011       10.075998        10.699652        200,266.7385 
=============                            ==== ==========       =========        =========      ============== 
T. ROWE PRICE LARGE CAP VALUE SUB-ACCOUNT (CLASS B)                                                           
   10/07/2011                             to  12/31/2011       40.975615        45.170832        591,080.3368 
=============                            ==== ==========       =========        =========      ============== 
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 
=============                            ==== ==========       =========        =========      ============== 
THIRD AVENUE SMALL CAP VALUE SUB-ACCOUNT (CLASS B)                                                            
   10/07/2011                             to  12/31/2011       14.603732        15.549747      1,244,250.2621 
=============                            ==== ==========       =========        =========      ============== 
TURNER MID CAP GROWTH SUB-ACCOUNT (CLASS B)                                                                   
   10/07/2011                             to  12/31/2011       12.581193        12.979302        200,521.7353 
=============                            ==== ==========       =========        =========      ============== 
VAN KAMPEN COMSTOCK SUB-ACCOUNT (CLASS B)                                                                     
   10/07/2011                             to  12/31/2011        9.071039         9.843209      2,237,042.2688 
=============                            ==== ==========       =========        =========      ============== 
METROPOLITAN SERIES FUND, INC.                                                                                
BARCLAYS CAPITAL AGGREGATE BOND INDEX SUB-ACCOUNT (CLASS G)                                                   
   10/07/2011                             to  12/31/2011       15.718005        15.896561         39,673.0290 
=============                            ==== ==========       =========        =========      ============== 
BLACKROCK MONEY MARKET SUB-ACCOUNT (CLASS B)                                                                  
   10/07/2011                             to  12/31/2011       10.193910        10.155273      1,263,372.1225 
=============                            ==== ==========       =========        =========      ============== 
DAVIS VENTURE VALUE SUB-ACCOUNT (CLASS E)                                                                     
   10/07/2011                             to  12/31/2011       10.818062        11.831530      2,063,281.4749 
=============                            ==== ==========       =========        =========      ============== 
JENNISON GROWTH SUB-ACCOUNT (CLASS B)                                                                         
   10/07/2011                             to  12/31/2011       11.419304        11.879673        988,342.2311 
=============                            ==== ==========       =========        =========      ============== 
MET/ARTISAN MID CAP VALUE SUB-ACCOUNT (CLASS B)                                                               
   10/07/2011                             to  12/31/2011       12.891225        14.179556      1,098,474.2262 
=============                            ==== ==========       =========        =========      ============== 
MET/DIMENSIONAL INTERNATIONAL SMALL COMPANY SUB-ACCOUNT (CLASS B)                                             
   10/07/2011                             to  12/31/2011       14.117863        14.128534         22,078.1006 
=============                            ==== ==========       =========        =========      ============== 
METLIFE MID CAP STOCK INDEX SUB-ACCOUNT (CLASS G)                                                             
   10/07/2011                             to  12/31/2011       14.625731        16.065053          9,969.6013 
=============                            ==== ==========       =========        =========      ============== 

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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   
                                                           ---------------  ---------------  -------------------
                                                                                                                
METLIFE STOCK INDEX SUB-ACCOUNT (CLASS B)                                                                       
   10/07/2011                             to  12/31/2011       10.706630        11.654879        1,230,637.7469 
=============                            ==== ==========       =========        =========       =============== 
MORGAN STANLEY EAFE (Reg. TM) INDEX SUB-ACCOUNT (CLASS G)                                                       
   10/07/2011                             to  12/31/2011       10.425254        10.533011            1,913.4036 
=============                            ==== ==========       =========        =========       =============== 
RUSSELL 2000 (Reg. TM) INDEX SUB-ACCOUNT (CLASS G)                                                              
   10/07/2011                             to  12/31/2011       14.220124        16.040482           14,019.9739 
=============                            ==== ==========       =========        =========       =============== 
VAN ECK GLOBAL NATURAL RESOURCES SUB-ACCOUNT (CLASS B)                                                          
   10/07/2011                             to  12/31/2011       14.698440        15.337245              310.0731 
=============                            ==== ==========       =========        =========       =============== 
WESTERN ASSET MANAGEMENT U.S. GOVERNMENT SUB-ACCOUNT (CLASS B)                                                  
   10/07/2011                             to  12/31/2011       17.189274        17.280596          544,529.0869 
=============                            ==== ==========       =========        =========       =============== 
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 
=============                            ==== ==========       =========        =========       =============== 
METLIFE BALANCED STRATEGY SUB-ACCOUNT (CLASS B)                                                                 
   10/07/2011                             to  12/31/2011       10.869121        11.359161       10,865,202.8923 
=============                            ==== ==========       =========        =========       =============== 
METLIFE DEFENSIVE STRATEGY SUB-ACCOUNT (CLASS B)                                                                
   10/07/2011                             to  12/31/2011       11.527636        11.915859        2,071,229.5478 
=============                            ==== ==========       =========        =========       =============== 
METLIFE GROWTH STRATEGY SUB-ACCOUNT (CLASS B)                                                                   
   10/07/2011                             to  12/31/2011       10.433363        11.001334       10,341,720.9605 
=============                            ==== ==========       =========        =========       =============== 
METLIFE MODERATE STRATEGY SUB-ACCOUNT (CLASS B)                                                                 
   10/07/2011                             to  12/31/2011       11.316483        11.756922        4,969,076.3527 
=============                            ==== ==========       =========        =========       =============== 

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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 
=============                            ==== ==========      ==========       ==========       =============== 
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 
=============                            ==== ==========      ==========       ==========       =============== 
AMERICAN FUNDS (Reg. TM) BOND SUB-ACCOUNT (CLASS C)                                                             
   10/07/2011                             to  12/31/2011       10.532360        10.665052        2,868,667.9830 
=============                            ==== ==========      ==========       ==========       =============== 
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 
=============                            ==== ==========      ==========       ==========       =============== 
AMERICAN FUNDS (Reg. TM) GROWTH SUB-ACCOUNT (CLASS C)                                                           
   10/07/2011                             to  12/31/2011        8.069396         8.547889        3,779,309.3913 
=============                            ==== ==========      ==========       ==========       =============== 
AMERICAN FUNDS (Reg. TM) INTERNATIONAL SUB-ACCOUNT (CLASS C)                                                    
   10/07/2011                             to  12/31/2011        7.217205         7.486399        2,632,595.1694 
=============                            ==== ==========      ==========       ==========       =============== 
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 
=============                            ==== ==========      ==========       ==========       =============== 
AQR GLOBAL RISK BALANCED SUB-ACCOUNT (CLASS B)                                                                  
   10/07/2011                             to  12/31/2011       10.185683        10.579250        6,276,133.2224 
=============                            ==== ==========      ==========       ==========       =============== 
BLACKROCK GLOBAL TACTICAL STRATEGIES SUB-ACCOUNT (CLASS B)                                                      
   10/07/2011                             to  12/31/2011        9.257733         9.545976        9,031,805.4922 
=============                            ==== ==========      ==========       ==========       =============== 
BLACKROCK HIGH YIELD SUB-ACCOUNT (CLASS B)                                                                      
   10/07/2011                             to  12/31/2011       18.762587        19.861185          870,932.7152 
=============                            ==== ==========      ==========       ==========       =============== 
CLARION GLOBAL REAL ESTATE SUB-ACCOUNT (CLASS B)                                                                
   10/07/2011                             to  12/31/2011       12.125493        12.926451          700,323.8114 
=============                            ==== ==========      ==========       ==========       =============== 
GOLDMAN SACHS MID CAP VALUE SUB-ACCOUNT (CLASS B)                                                               
   10/07/2011                             to  12/31/2011       12.799172        13.964054        1,012,675.9693 
=============                            ==== ==========      ==========       ==========       =============== 
HARRIS OAKMARK INTERNATIONAL SUB-ACCOUNT (CLASS B)                                                              
   10/07/2011                             to  12/31/2011       16.257435        16.275690        2,315,908.7036 
=============                            ==== ==========      ==========       ==========       =============== 
INVESCO SMALL CAP GROWTH SUB-ACCOUNT (CLASS B)                                                                  
   10/07/2011                             to  12/31/2011       13.769532        14.967924          864,736.8237 
=============                            ==== ==========      ==========       ==========       =============== 
JANUS FORTY SUB-ACCOUNT (CLASS B)                                                                               
   10/07/2011                             to  12/31/2011      123.293609       127.724425           16,857.9907 
=============                            ==== ==========      ==========       ==========       =============== 
LAZARD MID CAP SUB-ACCOUNT (CLASS B)                                                                            
   10/07/2011                             to  12/31/2011       12.875703        14.049713          482,948.0700 
=============                            ==== ==========      ==========       ==========       =============== 

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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   
                                                           ---------------  ---------------  -------------------
                                                                                                                
LEGG MASON CLEARBRIDGE AGGRESSIVE GROWTH SUB-ACCOUNT (CLASS B)                                                  
   10/07/2011                             to  12/31/2011        6.841953         7.417176        2,092,369.8231 
=============                            ==== ==========       =========        =========        ============== 
LOOMIS SAYLES GLOBAL MARKETS SUB-ACCOUNT (CLASS B)                                                              
   10/07/2011                             to  12/31/2011       11.778842        12.422254          897,186.6595 
=============                            ==== ==========       =========        =========        ============== 
LORD ABBETT BOND DEBENTURE SUB-ACCOUNT (CLASS B)                                                                
   10/07/2011                             to  12/31/2011       22.011468        23.282932        1,012,934.5142 
=============                            ==== ==========       =========        =========        ============== 
LORD ABBETT MID CAP VALUE SUB-ACCOUNT (CLASS B)                                                                 
   10/07/2011                             to  12/31/2011       20.804082        23.144786          209,167.5949 
=============                            ==== ==========       =========        =========        ============== 
MET/EATON VANCE FLOATING RATE SUB-ACCOUNT (CLASS B)                                                             
   10/07/2011                             to  12/31/2011        9.955235        10.223228          416,310.5234 
=============                            ==== ==========       =========        =========        ============== 
MET/FRANKLIN LOW DURATION TOTAL RETURN SUB-ACCOUNT (CLASS B)                                                    
   10/07/2011                             to  12/31/2011        9.703836         9.743895          174,811.0396 
=============                            ==== ==========       =========        =========        ============== 
MET/FRANKLIN MUTUAL SHARES SUB-ACCOUNT (CLASS B)                                                                
   10/07/2011                             to  12/31/2011        7.945102         8.615160          786,464.9821 
=============                            ==== ==========       =========        =========        ============== 
MET/FRANKLIN TEMPLETON FOUNDING STRATEGY SUB-ACCOUNT (CLASS B)                                                  
   10/07/2011                             to  12/31/2011        8.675627         9.253106        3,758,850.3330 
=============                            ==== ==========       =========        =========        ============== 
MET/TEMPLETON INTERNATIONAL BOND SUB-ACCOUNT (CLASS B)                                                          
   10/07/2011                             to  12/31/2011       11.845243        11.880428          123,804.7905 
=============                            ==== ==========       =========        =========        ============== 
METLIFE BALANCED PLUS SUB-ACCOUNT (CLASS B)                                                                     
   10/07/2011                             to  12/31/2011        9.178356         9.361335        8,615,631.3042 
=============                            ==== ==========       =========        =========        ============== 
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 
=============                            ==== ==========       =========        =========        ============== 
MFS (Reg. TM) RESEARCH INTERNATIONAL SUB-ACCOUNT (CLASS B)                                                      
   10/07/2011                             to  12/31/2011       12.144485        12.315804        1,451,252.3352 
=============                            ==== ==========       =========        =========        ============== 
PIMCO INFLATION PROTECTED BOND SUB-ACCOUNT (CLASS B)                                                            
   10/07/2011                             to  12/31/2011       14.383383        14.647270        3,925,981.3901 
=============                            ==== ==========       =========        =========        ============== 
PIMCO TOTAL RETURN SUB-ACCOUNT (CLASS B)                                                                        
   10/07/2011                             to  12/31/2011       15.729057        16.068936        7,781,167.3270 
=============                            ==== ==========       =========        =========        ============== 
PIONEER FUND SUB-ACCOUNT (CLASS B)                                                                              
   10/07/2011                             to  12/31/2011       15.367074        16.544278           60,241.1375 
=============                            ==== ==========       =========        =========        ============== 
PIONEER STRATEGIC INCOME SUB-ACCOUNT (CLASS E)                                                                  
   10/07/2011                             to  12/31/2011       12.217315        12.512948          452,133.2416 
=============                            ==== ==========       =========        =========        ============== 
PYRAMIS (Reg. TM) GOVERNMENT INCOME SUB-ACCOUNT (CLASS B)                                                       
   10/07/2011                             to  12/31/2011       10.597416        10.730125        1,867,594.4204 
=============                            ==== ==========       =========        =========        ============== 

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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  
                                                           ---------------  ---------------  -----------------
                                                                                                              
RAINIER LARGE CAP EQUITY SUB-ACCOUNT (CLASS B)                                                                
   10/07/2011                             to  12/31/2011        7.011485         7.403653        476,446.3291 
=============                            ==== ==========       =========        =========      ============== 
RCM TECHNOLOGY SUB-ACCOUNT (CLASS B)                                                                          
   10/07/2011                             to  12/31/2011        5.897651         5.929364      1,394,267.7186 
=============                            ==== ==========       =========        =========      ============== 
SSGA GROWTH AND INCOME ETF SUB-ACCOUNT (CLASS B)                                                              
   10/07/2011                             to  12/31/2011       10.780347        11.390862      3,418,486.3701 
=============                            ==== ==========       =========        =========      ============== 
SSGA GROWTH ETF SUB-ACCOUNT (CLASS B)                                                                         
   10/07/2011                             to  12/31/2011       10.015478        10.632939      2,207,831.6137 
=============                            ==== ==========       =========        =========      ============== 
T. ROWE PRICE LARGE CAP VALUE SUB-ACCOUNT (CLASS B)                                                           
   10/07/2011                             to  12/31/2011       40.596963        44.743119        635,043.3189 
=============                            ==== ==========       =========        =========      ============== 
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 
=============                            ==== ==========       =========        =========      ============== 
THIRD AVENUE SMALL CAP VALUE SUB-ACCOUNT (CLASS B)                                                            
   10/07/2011                             to  12/31/2011       14.466471        15.400050      1,745,938.9641 
=============                            ==== ==========       =========        =========      ============== 
TURNER MID CAP GROWTH SUB-ACCOUNT (CLASS B)                                                                   
   10/07/2011                             to  12/31/2011       12.487876        12.880067        547,371.3652 
=============                            ==== ==========       =========        =========      ============== 
VAN KAMPEN COMSTOCK SUB-ACCOUNT (CLASS B)                                                                     
   10/07/2011                             to  12/31/2011        9.012745         9.777703        958,064.8916 
=============                            ==== ==========       =========        =========      ============== 
METROPOLITAN SERIES FUND, INC.                                                                                
BARCLAYS CAPITAL AGGREGATE BOND INDEX SUB-ACCOUNT (CLASS G)                                                   
   10/07/2011                             to  12/31/2011       15.516277        15.688931        468,494.1809 
=============                            ==== ==========       =========        =========      ============== 
BLACKROCK MONEY MARKET SUB-ACCOUNT (CLASS B)                                                                  
   10/07/2011                             to  12/31/2011       10.099760        10.059165      7,458,604.0332 
=============                            ==== ==========       =========        =========      ============== 
DAVIS VENTURE VALUE SUB-ACCOUNT (CLASS E)                                                                     
   10/07/2011                             to  12/31/2011       10.718129        11.719538      4,247,790.9302 
=============                            ==== ==========       =========        =========      ============== 
JENNISON GROWTH SUB-ACCOUNT (CLASS B)                                                                         
   10/07/2011                             to  12/31/2011       11.311962        11.765296      1,571,504.4441 
=============                            ==== ==========       =========        =========      ============== 
MET/ARTISAN MID CAP VALUE SUB-ACCOUNT (CLASS B)                                                               
   10/07/2011                             to  12/31/2011       12.772095        14.045289      1,191,623.4151 
=============                            ==== ==========       =========        =========      ============== 
MET/DIMENSIONAL INTERNATIONAL SMALL COMPANY SUB-ACCOUNT (CLASS B)                                             
   10/07/2011                             to  12/31/2011       14.076453        14.083849        248,471.2541 
=============                            ==== ==========       =========        =========      ============== 
METLIFE MID CAP STOCK INDEX SUB-ACCOUNT (CLASS G)                                                             
   10/07/2011                             to  12/31/2011       14.461856        15.881398        128,276.6954 
=============                            ==== ==========       =========        =========      ============== 

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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   
                                                           ---------------  ---------------  -------------------
                                                                                                                
METLIFE STOCK INDEX SUB-ACCOUNT (CLASS B)                                                                       
   10/07/2011                             to  12/31/2011       10.600073        11.536230        2,110,295.5522 
=============                            ==== ==========       =========        =========       =============== 
MORGAN STANLEY EAFE (Reg. TM) INDEX SUB-ACCOUNT (CLASS G)                                                       
   10/07/2011                             to  12/31/2011       10.291389        10.395367          235,818.5508 
=============                            ==== ==========       =========        =========       =============== 
RUSSELL 2000 (Reg. TM) INDEX SUB-ACCOUNT (CLASS G)                                                              
   10/07/2011                             to  12/31/2011       14.037523        15.830866          164,138.9444 
=============                            ==== ==========       =========        =========       =============== 
VAN ECK GLOBAL NATURAL RESOURCES SUB-ACCOUNT (CLASS B)                                                          
   10/07/2011                             to  12/31/2011       14.655312        15.288720          238,477.2294 
=============                            ==== ==========       =========        =========       =============== 
WESTERN ASSET MANAGEMENT U.S. GOVERNMENT SUB-ACCOUNT (CLASS B)                                                  
   10/07/2011                             to  12/31/2011       16.900459        16.986337          689,015.3491 
=============                            ==== ==========       =========        =========       =============== 
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 
=============                            ==== ==========       =========        =========       =============== 
METLIFE BALANCED STRATEGY SUB-ACCOUNT (CLASS B)                                                                 
   10/07/2011                             to  12/31/2011       10.794050        11.278110       53,830,140.2053 
=============                            ==== ==========       =========        =========       =============== 
METLIFE DEFENSIVE STRATEGY SUB-ACCOUNT (CLASS B)                                                                
   10/07/2011                             to  12/31/2011       11.448031        11.830850       16,592,336.7208 
=============                            ==== ==========       =========        =========       =============== 
METLIFE GROWTH STRATEGY SUB-ACCOUNT (CLASS B)                                                                   
   10/07/2011                             to  12/31/2011       10.361291        10.922825       55,720,605.5803 
=============                            ==== ==========       =========        =========       =============== 
METLIFE MODERATE STRATEGY SUB-ACCOUNT (CLASS B)                                                                 
   10/07/2011                             to  12/31/2011       11.238331        11.673042       22,281,647.5233 
=============                            ==== ==========       =========        =========       =============== 

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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 are included herein.                                             

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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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM                         

To the Contract Owners of                                                       
MetLife Investors USA Separate Account A                                        
and Board of Directors of                                                       
MetLife Investors USA Insurance Company                                         

We have audited the accompanying statements of assets and liabilities of        
MetLife Investors USA Separate Account A (the "Separate Account") of MetLife    
Investors USA Insurance Company (the "Company") comprising each of the          
individual Sub-Accounts listed in Note 2 as of December 31, 2011, the related   
statements of operations for the respective stated period in the year then      
ended, the statements of changes in net assets for the respective stated        
periods in the two years then ended, and the financial highlights in Note 8 for 
the respective stated periods in the five years then ended. These financial     
statements and financial highlights are the responsibility of the Separate      
Account's management. Our responsibility is to express an opinion on these      
financial statements and financial highlights based on our audits.              

We conducted our audits in accordance with the standards of the Public Company  
Accounting Oversight Board (United States). Those standards require that we     
plan and perform the audit to obtain reasonable assurance about whether the     
financial statements and financial highlights are free of material              
misstatement. The Separate Account is not required to have, nor were we engaged 
to perform, an audit of its internal control over financial reporting. Our      
audits included consideration of internal control over financial reporting as a 
basis for designing audit procedures that are appropriate in the circumstances, 
but not for the purpose of expressing an opinion on the effectiveness of the    
Separate Account's internal control over financial reporting. Accordingly, we   
express no such opinion. An audit also includes examining, on a test basis,     
evidence supporting the amounts and disclosures in the financial statements,    
assessing the accounting principles used and significant estimates made by      
management, as well as evaluating the overall financial statement presentation. 
Our procedures included confirmation of investments owned as of December 31,    
2011, by correspondence with the custodian or mutual fund companies. We believe 
that our audits provide a reasonable basis for our opinion.                     

In our opinion, the financial statements and financial highlights referred to   
above present fairly, in all material respects, the financial position of each  
of the Sub-Accounts constituting the Separate Account of the Company as of      
December 31, 2011, the results of their operations for the respective stated    
period in the year then ended, the changes in their net assets for the          
respective stated periods in the two years then ended, and the financial        
highlights for the respective stated periods in the five years then ended, in   
conformity with accounting principles generally accepted in the United States   
of America.                                                                     

/s/ DELOITTE & TOUCHE LLP                                                       
Certified Public Accountants                                                    

Tampa, Florida                                                                  
March 29, 2012                                                                  

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METLIFE INVESTORS USA SEPARATE ACCOUNT A                                        
OF METLIFE INVESTORS USA INSURANCE COMPANY                                      
STATEMENTS OF ASSETS AND LIABILITIES                                            
DECEMBER 31, 2011                                                               

                                                        [Enlarge/Download Table]
                                                                                                   
                                                                                                   
                                                                                     AMERICAN FUNDS
                                                 ALGER AMERICAN FUNDS AMERICAN FUNDS   GLOBAL SMALL
                                      SMALL CAP GROWTH           BOND  GLOBAL GROWTH CAPITALIZATION
                                           SUB-ACCOUNT    SUB-ACCOUNT    SUB-ACCOUNT    SUB-ACCOUNT
                                      ---------------- -------------- -------------- --------------
ASSETS:                                                                                            
  Investments at fair value               $ 51,540,009  $ 116,697,302  $ 200,460,234   $ 76,801,933
  Due from MetLife Investors                                                                       
     USA Insurance Company                          --             --             15              1
                                      ---------------- -------------- -------------- --------------
       Total Assets                         51,540,009    116,697,302    200,460,249     76,801,934
                                      ---------------- -------------- -------------- --------------
LIABILITIES:                                                                                       
  Accrued fees                                      --             33             64             46
  Due to MetLife Investors                                                                         
     USA Insurance Company                           2              2             --             --
                                      ---------------- -------------- -------------- --------------
       Total Liabilities                             2             35             64             46
                                      ---------------- -------------- -------------- --------------
NET ASSETS                                $ 51,540,007  $ 116,697,267  $ 200,460,185   $ 76,801,888
                                      ================ ============== ============== ==============
CONTRACT OWNERS' EQUITY                                                                            
  Net assets from accumulation units      $ 51,540,007  $ 116,690,095  $ 200,454,173   $ 76,801,888
  Net assets from contracts in payout               --          7,172          6,012             --
                                      ---------------- -------------- -------------- --------------
       Total Net Assets                   $ 51,540,007  $ 116,697,267  $ 200,460,185   $ 76,801,888
                                      ================ ============== ============== ==============

The accompanying notes are an integral part of these financial statements.      

1                                                                               

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METLIFE INVESTORS USA SEPARATE ACCOUNT A                                        
OF METLIFE INVESTORS USA INSURANCE COMPANY                                      
STATEMENTS OF ASSETS AND LIABILITIES -- (CONTINUED)                             
DECEMBER 31, 2011                                                               

                                                        [Enlarge/Download Table]
                                                                                                
                                                                                                
                                      AMERICAN FUNDS AMERICAN FUNDS         DWS I FEDERATED HIGH
                                              GROWTH  GROWTH-INCOME INTERNATIONAL    INCOME BOND
                                         SUB-ACCOUNT    SUB-ACCOUNT   SUB-ACCOUNT    SUB-ACCOUNT
                                      -------------- -------------- ------------- --------------
ASSETS:                                                                                         
  Investments at fair value            $ 577,437,696  $ 272,388,987  $ 15,659,301       $ 30,585
  Due from MetLife Investors                                                                    
     USA Insurance Company                        12              2            --             --
                                      -------------- -------------- ------------- --------------
       Total Assets                      577,437,708    272,388,989    15,659,301         30,585
                                      -------------- -------------- ------------- --------------
LIABILITIES:                                                                                    
  Accrued fees                                    78             80             6              8
  Due to MetLife Investors                                                                      
     USA Insurance Company                        --             --            10              5
                                      -------------- -------------- ------------- --------------
       Total Liabilities                          78             80            16             13
                                      -------------- -------------- ------------- --------------
NET ASSETS                             $ 577,437,630  $ 272,388,909  $ 15,659,285       $ 30,572
                                      ============== ============== ============= ==============
CONTRACT OWNERS' EQUITY                                                                         
  Net assets from accumulation units   $ 577,426,059  $ 272,380,413  $ 15,659,285       $ 30,572
  Net assets from contracts in payout         11,571          8,496            --             --
                                      -------------- -------------- ------------- --------------
       Total Net Assets                $ 577,437,630  $ 272,388,909  $ 15,659,285       $ 30,572
                                      ============== ============== ============= ==============

The accompanying notes are an integral part of these financial statements.      

2                                                                               

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                                                        [Enlarge/Download Table]
                                                                                        
                                                                                        
  FEDERATED FEDERATED MANAGED  FIDELITY VIP  FIDELITY VIP  FIDELITY VIP     FIDELITY VIP
    KAUFMAN        VOLATILITY ASSET MANAGER    CONTRAFUND EQUITY-INCOME FUNDSMANAGER 60%
SUB-ACCOUNT       SUB-ACCOUNT   SUB-ACCOUNT   SUB-ACCOUNT   SUB-ACCOUNT      SUB-ACCOUNT
----------- ----------------- ------------- ------------- ------------- ----------------
   $ 58,463           $ 9,179  $ 87,071,351 $ 388,527,027   $ 5,489,918  $ 2,591,601,268
         --                --            --             8            --               --
----------- ----------------- ------------- ------------- ------------- ----------------
     58,463             9,179    87,071,351   388,527,035     5,489,918    2,591,601,268
----------- ----------------- ------------- ------------- ------------- ----------------
          7                 7             8            70            --               --
          2                 2             6            --            --                3
----------- ----------------- ------------- ------------- ------------- ----------------
          9                 9            14            70            --                3
----------- ----------------- ------------- ------------- ------------- ----------------
   $ 58,454           $ 9,170  $ 87,071,337 $ 388,526,965   $ 5,489,918  $ 2,591,601,265
=========== ================= ============= ============= ============= ================
   $ 58,454           $ 9,170  $ 87,071,337 $ 388,526,965   $ 5,489,918  $ 2,591,601,265
         --                --            --            --            --               --
----------- ----------------- ------------- ------------- ------------- ----------------
   $ 58,454           $ 9,170  $ 87,071,337 $ 388,526,965   $ 5,489,918  $ 2,591,601,265
=========== ================= ============= ============= ============= ================

The accompanying notes are an integral part of these financial statements.      

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METLIFE INVESTORS USA SEPARATE ACCOUNT A                                        
OF METLIFE INVESTORS USA INSURANCE COMPANY                                      
STATEMENTS OF ASSETS AND LIABILITIES -- (CONTINUED)                             
DECEMBER 31, 2011                                                               

                                                        [Enlarge/Download Table]
                                                                                           
                                                                                           
                                       FIDELITY VIP FIDELITY VIP  FIDELITY VIP FIDELITY VIP
                                             GROWTH    INDEX 500       MID CAP MONEY MARKET
                                        SUB-ACCOUNT  SUB-ACCOUNT   SUB-ACCOUNT  SUB-ACCOUNT
                                      ------------- ------------ ------------- ------------
ASSETS:                                                                                    
  Investments at fair value           $ 131,974,707 $ 60,061,923 $ 237,701,498 $ 73,068,657
  Due from MetLife Investors                                                               
     USA Insurance Company                        7            4            11           --
                                      ------------- ------------ ------------- ------------
       Total Assets                     131,974,714   60,061,927   237,701,509   73,068,657
                                      ------------- ------------ ------------- ------------
LIABILITIES:                                                                               
  Accrued fees                                    5           10             8           16
  Due to MetLife Investors                                                                 
     USA Insurance Company                       --           --            --            9
                                      ------------- ------------ ------------- ------------
       Total Liabilities                          5           10             8           25
                                      ------------- ------------ ------------- ------------
NET ASSETS                            $ 131,974,709 $ 60,061,917 $ 237,701,501 $ 73,068,632
                                      ============= ============ ============= ============
CONTRACT OWNERS' EQUITY                                                                    
  Net assets from accumulation units  $ 131,974,709 $ 60,061,917 $ 237,701,501 $ 73,068,632
  Net assets from contracts in payout            --           --            --           --
                                      ------------- ------------ ------------- ------------
       Total Net Assets               $ 131,974,709 $ 60,061,917 $ 237,701,501 $ 73,068,632
                                      ============= ============ ============= ============

The accompanying notes are an integral part of these financial statements.      

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                               FTVIPT FRANKLIN                                      FTVIPT TEMPLETON
FIDELITY VIP   FTVIPT FRANKLIN SMALL CAP VALUE     FTVIPT MUTUAL   FTVIPT TEMPLETON      GLOBAL BOND
    OVERSEAS INCOME SECURITIES      SECURITIES SHARES SECURITIES FOREIGN SECURITIES       SECURITIES
 SUB-ACCOUNT       SUB-ACCOUNT     SUB-ACCOUNT       SUB-ACCOUNT        SUB-ACCOUNT      SUB-ACCOUNT
------------ ----------------- --------------- ----------------- ------------------ ----------------
 $ 4,664,197     $ 206,611,208    $ 50,705,726     $ 118,532,891       $ 69,009,247    $ 139,986,060
          --                 7              --                 2                  5               --
------------ ----------------- --------------- ----------------- ------------------ ----------------
   4,664,197       206,611,215      50,705,726       118,532,893         69,009,252      139,986,060
------------ ----------------- --------------- ----------------- ------------------ ----------------
          --                66              29                23                 59               19
           5                --              --                --                 --               --
------------ ----------------- --------------- ----------------- ------------------ ----------------
           5                66              29                23                 59               19
------------ ----------------- --------------- ----------------- ------------------ ----------------
 $ 4,664,192     $ 206,611,149    $ 50,705,697     $ 118,532,870       $ 69,009,193    $ 139,986,041
============ ================= =============== ================= ================== ================
 $ 4,664,192     $ 206,607,597    $ 50,705,697     $ 118,532,870       $ 69,009,193    $ 139,986,041
          --             3,552              --                --                 --               --
------------ ----------------- --------------- ----------------- ------------------ ----------------
 $ 4,664,192     $ 206,611,149    $ 50,705,697     $ 118,532,870       $ 69,009,193    $ 139,986,041
============ ================= =============== ================= ================== ================

The accompanying notes are an integral part of these financial statements.      

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METLIFE INVESTORS USA SEPARATE ACCOUNT A                                        
OF METLIFE INVESTORS USA INSURANCE COMPANY                                      
STATEMENTS OF ASSETS AND LIABILITIES -- (CONTINUED)                             
DECEMBER 31, 2011                                                               

                                                        [Enlarge/Download Table]
                                                                                                               
                                                                                                               
                                              INVESCO V.I. INVESCO V.I.       INVESCO V.I.         INVESCO V.I.
                                      CAPITAL APPRECIATION CORE EQUITY  GLOBAL REAL ESTATE INTERNATIONAL GROWTH
                                               SUB-ACCOUNT SUB-ACCOUNT         SUB-ACCOUNT          SUB-ACCOUNT
                                      -------------------- ------------ ------------------ --------------------
ASSETS:                                                                                                        
  Investments at fair value                      $ 101,087    $ 276,763       $ 13,467,314        $ 154,099,069
  Due from MetLife Investors                                                                                   
     USA Insurance Company                              --           --                 --                   --
                                      -------------------- ------------ ------------------ --------------------
       Total Assets                                101,087      276,763         13,467,314          154,099,069
                                      -------------------- ------------ ------------------ --------------------
LIABILITIES:                                                                                                   
  Accrued fees                                          --           --                 50                   13
  Due to MetLife Investors                                                                                     
     USA Insurance Company                               4            2                 --                    6
                                      -------------------- ------------ ------------------ --------------------
       Total Liabilities                                 4            2                 50                   19
                                      -------------------- ------------ ------------------ --------------------
NET ASSETS                                       $ 101,083    $ 276,761       $ 13,467,264        $ 154,099,050
                                      ==================== ============ ================== ====================
CONTRACT OWNERS' EQUITY                                                                                        
  Net assets from accumulation units             $ 101,083    $ 276,761       $ 13,467,264        $ 154,099,050
  Net assets from contracts in payout                   --           --                 --                   --
                                      -------------------- ------------ ------------------ --------------------
       Total Net Assets                          $ 101,083    $ 276,761       $ 13,467,264        $ 154,099,050
                                      ==================== ============ ================== ====================

The accompanying notes are an integral part of these financial statements.      

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  INVESCO V.I.      INVESCO V.I.      INVESCO V.I.  INVESCO V.I.                           LMPVET
    VAN KAMPEN        VAN KAMPEN        VAN KAMPEN    VAN KAMPEN JANUS ASPEN CLEARBRIDGE VARIABLE
CAPITAL GROWTH EQUITY AND INCOME GROWTH AND INCOME MID CAP VALUE   WORLDWIDE    AGGRESSIVE GROWTH
   SUB-ACCOUNT       SUB-ACCOUNT       SUB-ACCOUNT   SUB-ACCOUNT SUB-ACCOUNT          SUB-ACCOUNT
-------------- ----------------- ----------------- ------------- ----------- --------------------
      $ 90,037     $ 414,357,267     $ 206,338,267  $ 47,014,140     $ 4,757        $ 160,839,361
            --                 2                --            --          --                   11
-------------- ----------------- ----------------- ------------- ----------- --------------------
        90,037       414,357,269       206,338,267    47,014,140       4,757          160,839,372
-------------- ----------------- ----------------- ------------- ----------- --------------------
            --                 7                32            21           6                  151
             4                --                 4             2           1                   --
-------------- ----------------- ----------------- ------------- ----------- --------------------
             4                 7                36            23           7                  151
-------------- ----------------- ----------------- ------------- ----------- --------------------
      $ 90,033     $ 414,357,262     $ 206,338,231  $ 47,014,117     $ 4,750        $ 160,839,221
============== ================= ================= ============= =========== ====================
      $ 90,033     $ 414,357,262     $ 206,338,231  $ 47,014,117     $ 4,750        $ 160,832,653
            --                --                --            --          --                6,568
-------------- ----------------- ----------------- ------------- ----------- --------------------
      $ 90,033     $ 414,357,262     $ 206,338,231  $ 47,014,117     $ 4,750        $ 160,839,221
============== ================= ================= ============= =========== ====================

The accompanying notes are an integral part of these financial statements.      

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METLIFE INVESTORS USA SEPARATE ACCOUNT A                                        
OF METLIFE INVESTORS USA INSURANCE COMPANY                                      
STATEMENTS OF ASSETS AND LIABILITIES -- (CONTINUED)                             
DECEMBER 31, 2011                                                               

                                                        [Enlarge/Download Table]
                                                                                                                    
                                                                                                                    
                                                                    LMPVET               LMPVET                     
                                                    LMPVET     CLEARBRIDGE CLEARBRIDGE VARIABLE               LMPVET
                                      CLEARBRIDGE VARIABLE VARIABLE EQUITY          FUNDAMENTAL CLEARBRIDGE VARIABLE
                                              APPRECIATION  INCOME BUILDER        ALL CAP VALUE     LARGE CAP GROWTH
                                               SUB-ACCOUNT     SUB-ACCOUNT          SUB-ACCOUNT          SUB-ACCOUNT
                                      -------------------- --------------- -------------------- --------------------
ASSETS:                                                                                                             
  Investments at fair value                  $ 224,680,396   $ 103,322,939         $ 95,718,200          $ 4,673,857
  Due from MetLife Investors                                                                                        
     USA Insurance Company                              12              --                   12                    3
                                      -------------------- --------------- -------------------- --------------------
       Total Assets                            224,680,408     103,322,939           95,718,212            4,673,860
                                      -------------------- --------------- -------------------- --------------------
LIABILITIES:                                                                                                        
  Accrued fees                                          38              84                   76                   64
  Due to MetLife Investors                                                                                          
     USA Insurance Company                              --              --                   --                   --
                                      -------------------- --------------- -------------------- --------------------
       Total Liabilities                                38              84                   76                   64
                                      -------------------- --------------- -------------------- --------------------
NET ASSETS                                   $ 224,680,370   $ 103,322,855         $ 95,718,136          $ 4,673,796
                                      ==================== =============== ==================== ====================
CONTRACT OWNERS' EQUITY                                                                                             
  Net assets from accumulation units         $ 224,680,370   $ 103,322,855         $ 95,718,136          $ 4,673,796
  Net assets from contracts in payout                   --              --                   --                   --
                                      -------------------- --------------- -------------------- --------------------
       Total Net Assets                      $ 224,680,370   $ 103,322,855         $ 95,718,136          $ 4,673,796
                                      ==================== =============== ==================== ====================

The accompanying notes are an integral part of these financial statements.      

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              LMPVET               LMPVET LMPVET INVESTMENT             LMPVET             LMPVET             LMPVET
CLEARBRIDGE VARIABLE CLEARBRIDGE VARIABLE  COUNSEL VARIABLE VARIABLE LIFESTYLE VARIABLE LIFESTYLE VARIABLE LIFESTYLE
     LARGE CAP VALUE     SMALL CAP GROWTH  SOCIAL AWARENESS     ALLOCATION 50%     ALLOCATION 70%     ALLOCATION 85%
         SUB-ACCOUNT          SUB-ACCOUNT       SUB-ACCOUNT        SUB-ACCOUNT        SUB-ACCOUNT        SUB-ACCOUNT
-------------------- -------------------- ----------------- ------------------ ------------------ ------------------
         $ 3,836,435         $ 42,564,883         $ 501,405       $ 24,265,725        $ 3,086,973       $ 65,879,503
                   1                    4                --                 --                 --                  1
-------------------- -------------------- ----------------- ------------------ ------------------ ------------------
           3,836,436           42,564,887           501,405         24,265,725          3,086,973         65,879,504
-------------------- -------------------- ----------------- ------------------ ------------------ ------------------
                  77                  110                31                 28                 28                 32
                  --                   --                 1                  2                  2                 --
-------------------- -------------------- ----------------- ------------------ ------------------ ------------------
                  77                  110                32                 30                 30                 32
-------------------- -------------------- ----------------- ------------------ ------------------ ------------------
         $ 3,836,359         $ 42,564,777         $ 501,373       $ 24,265,695        $ 3,086,943       $ 65,879,472
==================== ==================== ================= ================== ================== ==================
         $ 3,836,359         $ 42,564,777         $ 501,373       $ 24,265,695        $ 3,086,943       $ 65,879,472
                  --                   --                --                 --                 --                 --
-------------------- -------------------- ----------------- ------------------ ------------------ ------------------
         $ 3,836,359         $ 42,564,777         $ 501,373       $ 24,265,695        $ 3,086,943       $ 65,879,472
==================== ==================== ================= ================== ================== ==================

The accompanying notes are an integral part of these financial statements.      

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METLIFE INVESTORS USA SEPARATE ACCOUNT A                                        
OF METLIFE INVESTORS USA INSURANCE COMPANY                                      
STATEMENTS OF ASSETS AND LIABILITIES -- (CONTINUED)                             
DECEMBER 31, 2011                                                               

                                                        [Enlarge/Download Table]
                                                                                                          
                                                                                                          
                                             LMPVIT WESTERN                                               
                                      ASSET VARIABLE GLOBAL         MFS VIT       MFS VIT                 
                                            HIGH YIELD BOND INVESTORS TRUST NEW DISCOVERY MFS VIT RESEARCH
                                                SUB-ACCOUNT     SUB-ACCOUNT   SUB-ACCOUNT      SUB-ACCOUNT
                                      --------------------- --------------- ------------- ----------------
ASSETS:                                                                                                   
  Investments at fair value                    $ 69,717,995        $ 34,001      $ 41,383         $ 45,153
  Due from MetLife Investors                                                                              
     USA Insurance Company                                1              --            --               --
                                      --------------------- --------------- ------------- ----------------
       Total Assets                              69,717,996          34,001        41,383           45,153
                                      --------------------- --------------- ------------- ----------------
LIABILITIES:                                                                                              
  Accrued fees                                           93               4             5                5
  Due to MetLife Investors                                                                                
     USA Insurance Company                               --               3             4                6
                                      --------------------- --------------- ------------- ----------------
       Total Liabilities                                 93               7             9               11
                                      --------------------- --------------- ------------- ----------------
NET ASSETS                                     $ 69,717,903        $ 33,994      $ 41,374         $ 45,142
                                      ===================== =============== ============= ================
CONTRACT OWNERS' EQUITY                                                                                   
  Net assets from accumulation units           $ 69,715,222        $ 33,994      $ 41,374         $ 45,142
  Net assets from contracts in payout                 2,681              --            --               --
                                      --------------------- --------------- ------------- ----------------
       Total Net Assets                        $ 69,717,903        $ 33,994      $ 41,374         $ 45,142
                                      ===================== =============== ============= ================

The accompanying notes are an integral part of these financial statements.      

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                                                        [Enlarge/Download Table]
                                                                                                 
                                                                                                 
             MIST                                                                                
ALLIANCEBERNSTEIN   MIST AMERICAN                 MIST AMERICAN                                  
   GLOBAL DYNAMIC  FUNDS BALANCED MIST AMERICAN    FUNDS GROWTH MIST AMERICAN       MIST AMERICAN
       ALLOCATION      ALLOCATION    FUNDS BOND      ALLOCATION  FUNDS GROWTH FUNDS INTERNATIONAL
      SUB-ACCOUNT     SUB-ACCOUNT   SUB-ACCOUNT     SUB-ACCOUNT   SUB-ACCOUNT         SUB-ACCOUNT
----------------- --------------- ------------- --------------- ------------- -------------------
  $ 1,639,379,150 $ 2,914,777,216 $ 349,346,260 $ 1,398,390,786 $ 553,292,870       $ 296,765,134
               --               2             3               3             1                  --
----------------- --------------- ------------- --------------- ------------- -------------------
    1,639,379,150   2,914,777,218   349,346,263   1,398,390,789   553,292,871         296,765,134
----------------- --------------- ------------- --------------- ------------- -------------------
               73              30            23              67            65                  61
               --              --            --              --            --                  --
----------------- --------------- ------------- --------------- ------------- -------------------
               73              30            23              67            65                  61
----------------- --------------- ------------- --------------- ------------- -------------------
  $ 1,639,379,077 $ 2,914,777,188 $ 349,346,240 $ 1,398,390,722 $ 553,292,806       $ 296,765,073
================= =============== ============= =============== ============= ===================
  $ 1,639,379,077 $ 2,914,769,736 $ 349,346,240 $ 1,398,329,228 $ 553,292,806       $ 296,765,073
               --           7,452            --          61,494            --                  --
----------------- --------------- ------------- --------------- ------------- -------------------
  $ 1,639,379,077 $ 2,914,777,188 $ 349,346,240 $ 1,398,390,722 $ 553,292,806       $ 296,765,073
================= =============== ============= =============== ============= ===================

The accompanying notes are an integral part of these financial statements.      

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METLIFE INVESTORS USA SEPARATE ACCOUNT A                                        
OF METLIFE INVESTORS USA INSURANCE COMPANY                                      
STATEMENTS OF ASSETS AND LIABILITIES -- (CONTINUED)                             
DECEMBER 31, 2011                                                               

                                                        [Enlarge/Download Table]
                                                                                                    
                                                                                                    
                                        MIST AMERICAN        MIST AQR  MIST BLACKROCK               
                                       FUNDS MODERATE     GLOBAL RISK GLOBAL TACTICAL MIST BLACKROCK
                                           ALLOCATION        BALANCED      STRATEGIES     HIGH YIELD
                                          SUB-ACCOUNT     SUB-ACCOUNT     SUB-ACCOUNT    SUB-ACCOUNT
                                      --------------- --------------- --------------- --------------
ASSETS:                                                                                             
  Investments at fair value           $ 1,683,464,945 $ 1,898,124,108 $ 2,842,712,324  $ 221,624,957
  Due from MetLife Investors                                                                        
     USA Insurance Company                          2              --              --             --
                                      --------------- --------------- --------------- --------------
       Total Assets                     1,683,464,947   1,898,124,108   2,842,712,324    221,624,957
                                      --------------- --------------- --------------- --------------
LIABILITIES:                                                                                        
  Accrued fees                                     51              24              39            115
  Due to MetLife Investors                                                                          
     USA Insurance Company                         --               1              --              1
                                      --------------- --------------- --------------- --------------
       Total Liabilities                           51              25              39            116
                                      --------------- --------------- --------------- --------------
NET ASSETS                            $ 1,683,464,896 $ 1,898,124,083 $ 2,842,712,285  $ 221,624,841
                                      =============== =============== =============== ==============
CONTRACT OWNERS' EQUITY                                                                             
  Net assets from accumulation units  $ 1,683,418,559 $ 1,898,124,083 $ 2,842,712,285  $ 221,619,314
  Net assets from contracts in payout          46,337              --              --          5,527
                                      --------------- --------------- --------------- --------------
       Total Net Assets               $ 1,683,464,896 $ 1,898,124,083 $ 2,842,712,285  $ 221,624,841
                                      =============== =============== =============== ==============

The accompanying notes are an integral part of these financial statements.      

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                                                        [Enlarge/Download Table]
                                                                                                       
                                                                                                       
                                                                                MIST                   
MIST BLACKROCK       MIST CLARION     MIST DREMAN        MIST GOLDMAN HARRIS OAKMARK MIST INVESCO SMALL
LARGE CAP CORE GLOBAL REAL ESTATE SMALL CAP VALUE SACHS MID CAP VALUE  INTERNATIONAL         CAP GROWTH
   SUB-ACCOUNT        SUB-ACCOUNT     SUB-ACCOUNT         SUB-ACCOUNT    SUB-ACCOUNT        SUB-ACCOUNT
-------------- ------------------ --------------- ------------------- -------------- ------------------
  $ 12,849,938      $ 147,447,125    $ 21,224,479       $ 130,696,316  $ 461,860,609      $ 212,672,946
            --                  7               1                   9              8                 12
-------------- ------------------ --------------- ------------------- -------------- ------------------
    12,849,938        147,447,132      21,224,480         130,696,325    461,860,617        212,672,958
-------------- ------------------ --------------- ------------------- -------------- ------------------
            88                 76             199                  53             79                163
             1                 --              --                  --             --                 --
-------------- ------------------ --------------- ------------------- -------------- ------------------
            89                 76             199                  53             79                163
-------------- ------------------ --------------- ------------------- -------------- ------------------
  $ 12,849,849      $ 147,447,056    $ 21,224,281       $ 130,696,272  $ 461,860,538      $ 212,672,795
============== ================== =============== =================== ============== ==================
  $ 12,849,849      $ 147,424,177    $ 21,224,281       $ 130,668,028  $ 461,749,370      $ 212,625,580
            --             22,879              --              28,244        111,168             47,215
-------------- ------------------ --------------- ------------------- -------------- ------------------
  $ 12,849,849      $ 147,447,056    $ 21,224,281       $ 130,696,272  $ 461,860,538      $ 212,672,795
============== ================== =============== =================== ============== ==================

The accompanying notes are an integral part of these financial statements.      

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METLIFE INVESTORS USA SEPARATE ACCOUNT A                                        
OF METLIFE INVESTORS USA INSURANCE COMPANY                                      
STATEMENTS OF ASSETS AND LIABILITIES -- (CONTINUED)                             
DECEMBER 31, 2011                                                               

                                                        [Enlarge/Download Table]
                                                                                                         
                                                                                                         
                                                                       MIST LEGG MASON                   
                                                         MIST LAZARD       CLEARBRIDGE MIST LOOMIS SAYLES
                                      MIST JANUS FORTY       MID CAP AGGRESSIVE GROWTH     GLOBAL MARKETS
                                           SUB-ACCOUNT   SUB-ACCOUNT       SUB-ACCOUNT        SUB-ACCOUNT
                                      ---------------- ------------- ----------------- ------------------
ASSETS:                                                                                                  
  Investments at fair value               $ 68,769,211 $ 131,200,149     $ 265,479,131      $ 165,018,257
  Due from MetLife Investors                                                                             
     USA Insurance Company                          25             8                 2                  4
                                      ---------------- ------------- ----------------- ------------------
       Total Assets                         68,769,236   131,200,157       265,479,133        165,018,261
                                      ---------------- ------------- ----------------- ------------------
LIABILITIES:                                                                                             
  Accrued fees                                     156            90                71                 54
  Due to MetLife Investors                                                                               
     USA Insurance Company                          --            --                --                 --
                                      ---------------- ------------- ----------------- ------------------
       Total Liabilities                           156            90                71                 54
                                      ---------------- ------------- ----------------- ------------------
NET ASSETS                                $ 68,769,080 $ 131,200,067     $ 265,479,062      $ 165,018,207
                                      ================ ============= ================= ==================
CONTRACT OWNERS' EQUITY                                                                                  
  Net assets from accumulation units      $ 68,769,080 $ 131,163,131     $ 265,461,475      $ 165,018,207
  Net assets from contracts in payout               --        36,936            17,587                 --
                                      ---------------- ------------- ----------------- ------------------
       Total Net Assets                   $ 68,769,080 $ 131,200,067     $ 265,479,062      $ 165,018,207
                                      ================ ============= ================= ==================

The accompanying notes are an integral part of these financial statements.      

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                                                        [Enlarge/Download Table]
                                                                                                           
                                                                                                           
                                                      MIST MET/FRANKLIN                   MIST MET/FRANKLIN
MIST LORD ABBETT MIST LORD ABBETT      MIST MET/EATON      LOW DURATION MIST MET/FRANKLIN         TEMPLETON
  BOND DEBENTURE    MID CAP VALUE VANCE FLOATING RATE      TOTAL RETURN     MUTUAL SHARES FOUNDING STRATEGY
     SUB-ACCOUNT      SUB-ACCOUNT         SUB-ACCOUNT       SUB-ACCOUNT       SUB-ACCOUNT       SUB-ACCOUNT
---------------- ---------------- ------------------- ----------------- ----------------- -----------------
   $ 255,107,654    $ 127,004,791        $ 43,696,857      $ 27,661,931     $ 152,876,720     $ 592,611,819
               6                6                  --                --                --                 2
---------------- ---------------- ------------------- ----------------- ----------------- -----------------
     255,107,660      127,004,797          43,696,857        27,661,931       152,876,720       592,611,821
---------------- ---------------- ------------------- ----------------- ----------------- -----------------
             112              108                  88                99                95                47
              --               --                  --                --                --                --
---------------- ---------------- ------------------- ----------------- ----------------- -----------------
             112              108                  88                99                95                47
---------------- ---------------- ------------------- ----------------- ----------------- -----------------
   $ 255,107,548    $ 127,004,689        $ 43,696,769      $ 27,661,832     $ 152,876,625     $ 592,611,774
================ ================ =================== ================= ================= =================
   $ 254,861,726    $ 127,000,221        $ 43,696,769      $ 27,661,832     $ 152,876,625     $ 592,597,041
         245,822            4,468                  --                --                --            14,733
---------------- ---------------- ------------------- ----------------- ----------------- -----------------
   $ 255,107,548    $ 127,004,689        $ 43,696,769      $ 27,661,832     $ 152,876,625     $ 592,611,774
================ ================ =================== ================= ================= =================

The accompanying notes are an integral part of these financial statements.      

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METLIFE INVESTORS USA SEPARATE ACCOUNT A                                        
OF METLIFE INVESTORS USA INSURANCE COMPANY                                      
STATEMENTS OF ASSETS AND LIABILITIES -- (CONTINUED)                             
DECEMBER 31, 2011                                                               

                                                        [Enlarge/Download Table]
                                                                                                               
                                                                                                               
                                      MIST MET/TEMPLETON MIST MET/TEMPLETON        MIST METLIFE    MIST METLIFE
                                                  GROWTH INTERNATIONAL BOND AGGRESSIVE STRATEGY   BALANCED PLUS
                                             SUB-ACCOUNT        SUB-ACCOUNT         SUB-ACCOUNT     SUB-ACCOUNT
                                      ------------------ ------------------ ------------------- ---------------
ASSETS:                                                                                                        
  Investments at fair value                 $ 49,144,229       $ 51,093,319       $ 524,691,888 $ 2,411,774,692
  Due from MetLife Investors                                                                                   
     USA Insurance Company                            --                 --                  10              --
                                      ------------------ ------------------ ------------------- ---------------
       Total Assets                           49,144,229         51,093,319         524,691,898   2,411,774,692
                                      ------------------ ------------------ ------------------- ---------------
LIABILITIES:                                                                                                   
  Accrued fees                                        95                 51                  34              29
  Due to MetLife Investors                                                                                     
     USA Insurance Company                            --                 --                  --               2
                                      ------------------ ------------------ ------------------- ---------------
       Total Liabilities                              95                 51                  34              31
                                      ------------------ ------------------ ------------------- ---------------
NET ASSETS                                  $ 49,144,134       $ 51,093,268       $ 524,691,864 $ 2,411,774,661
                                      ================== ================== =================== ===============
CONTRACT OWNERS' EQUITY                                                                                        
  Net assets from accumulation units        $ 49,144,134       $ 51,093,268       $ 524,635,464 $ 2,411,774,661
  Net assets from contracts in payout                 --                 --              56,400              --
                                      ------------------ ------------------ ------------------- ---------------
       Total Net Assets                     $ 49,144,134       $ 51,093,268       $ 524,691,864 $ 2,411,774,661
                                      ================== ================== =================== ===============

The accompanying notes are an integral part of these financial statements.      

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                                                        [Enlarge/Download Table]
                                                                                                      
                                                                                                      
                                                                                              MIST MFS
     MIST METLIFE       MIST METLIFE    MIST METLIFE      MIST METLIFE MIST MFS EMERGING      RESEARCH
BALANCED STRATEGY DEFENSIVE STRATEGY GROWTH STRATEGY MODERATE STRATEGY    MARKETS EQUITY INTERNATIONAL
      SUB-ACCOUNT        SUB-ACCOUNT     SUB-ACCOUNT       SUB-ACCOUNT       SUB-ACCOUNT   SUB-ACCOUNT
----------------- ------------------ --------------- ----------------- ----------------- -------------
  $ 6,764,659,111    $ 2,228,739,705 $ 4,926,470,917   $ 3,324,311,722     $ 369,675,249 $ 285,814,917
                9                  9              11                 3                 5            13
----------------- ------------------ --------------- ----------------- ----------------- -------------
    6,764,659,120      2,228,739,714   4,926,470,928     3,324,311,725       369,675,254   285,814,930
----------------- ------------------ --------------- ----------------- ----------------- -------------
               34                 49              47                70                91           103
               --                 --              --                --                --            --
----------------- ------------------ --------------- ----------------- ----------------- -------------
               34                 49              47                70                91           103
----------------- ------------------ --------------- ----------------- ----------------- -------------
  $ 6,764,659,086    $ 2,228,739,665 $ 4,926,470,881   $ 3,324,311,655     $ 369,675,163 $ 285,814,827
================= ================== =============== ================= ================= =============
  $ 6,763,669,694    $ 2,228,439,348 $ 4,926,338,486   $ 3,324,016,629     $ 369,673,342 $ 285,738,180
          989,392            300,317         132,395           295,026             1,821        76,647
----------------- ------------------ --------------- ----------------- ----------------- -------------
  $ 6,764,659,086    $ 2,228,739,665 $ 4,926,470,881   $ 3,324,311,655     $ 369,675,163 $ 285,814,827
================= ================== =============== ================= ================= =============

The accompanying notes are an integral part of these financial statements.      

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METLIFE INVESTORS USA SEPARATE ACCOUNT A                                        
OF METLIFE INVESTORS USA INSURANCE COMPANY                                      
STATEMENTS OF ASSETS AND LIABILITIES -- (CONTINUED)                             
DECEMBER 31, 2011                                                               

                                                        [Enlarge/Download Table]
                                                                                                                   
                                                                                                                   
                                      MIST MORGAN STANLEY     MIST OPPENHEIMER MIST PIMCO INFLATION      MIST PIMCO
                                           MID CAP GROWTH CAPITAL APPRECIATION       PROTECTED BOND    TOTAL RETURN
                                              SUB-ACCOUNT          SUB-ACCOUNT          SUB-ACCOUNT     SUB-ACCOUNT
                                      ------------------- -------------------- -------------------- ---------------
ASSETS:                                                                                                            
  Investments at fair value                 $ 109,412,500        $ 167,863,783        $ 936,595,922 $ 2,140,758,536
  Due from MetLife Investors                                                                                       
     USA Insurance Company                             --                    3                    7               2
                                      ------------------- -------------------- -------------------- ---------------
       Total Assets                           109,412,500          167,863,786          936,595,929   2,140,758,538
                                      ------------------- -------------------- -------------------- ---------------
LIABILITIES:                                                                                                       
  Accrued fees                                         97                   99                  110             105
  Due to MetLife Investors                                                                                         
     USA Insurance Company                             --                   --                   --              --
                                      ------------------- -------------------- -------------------- ---------------
       Total Liabilities                               97                   99                  110             105
                                      ------------------- -------------------- -------------------- ---------------
NET ASSETS                                  $ 109,412,403        $ 167,863,687        $ 936,595,819 $ 2,140,758,433
                                      =================== ==================== ==================== ===============
CONTRACT OWNERS' EQUITY                                                                                            
  Net assets from accumulation units        $ 109,412,403        $ 167,676,940        $ 936,425,553 $ 2,140,501,914
  Net assets from contracts in payout                  --              186,747              170,266         256,519
                                      ------------------- -------------------- -------------------- ---------------
       Total Net Assets                     $ 109,412,403        $ 167,863,687        $ 936,595,819 $ 2,140,758,433
                                      =================== ==================== ==================== ===============

The accompanying notes are an integral part of these financial statements.      

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                                                        [Enlarge/Download Table]
                                                                                                
                                                                                                
         MIST     MIST PIONEER      MIST PYRAMIS     MIST RAINIER      MIST RCM MIST SSGA GROWTH
 PIONEER FUND STRATEGIC INCOME GOVERNMENT INCOME LARGE CAP EQUITY    TECHNOLOGY   AND INCOME ETF
  SUB-ACCOUNT      SUB-ACCOUNT       SUB-ACCOUNT      SUB-ACCOUNT   SUB-ACCOUNT      SUB-ACCOUNT
------------- ---------------- ----------------- ---------------- ------------- ----------------
$ 168,467,283    $ 600,261,697     $ 490,473,434     $ 57,997,357 $ 103,642,602  $ 1,390,741,080
            5                2                --               --            --                1
------------- ---------------- ----------------- ---------------- ------------- ----------------
  168,467,288      600,261,699       490,473,434       57,997,357   103,642,602    1,390,741,081
------------- ---------------- ----------------- ---------------- ------------- ----------------
          205              150                82               84            75               19
           --               --                 1               --             6               --
------------- ---------------- ----------------- ---------------- ------------- ----------------
          205              150                83               84            81               19
------------- ---------------- ----------------- ---------------- ------------- ----------------
$ 168,467,083    $ 600,261,549     $ 490,473,351     $ 57,997,273 $ 103,642,521  $ 1,390,741,062
============= ================ ================= ================ ============= ================
$ 168,459,638    $ 600,261,549     $ 490,473,351     $ 57,997,273 $ 103,639,152  $ 1,390,741,062
        7,445               --                --               --         3,369               --
------------- ---------------- ----------------- ---------------- ------------- ----------------
$ 168,467,083    $ 600,261,549     $ 490,473,351     $ 57,997,273 $ 103,642,521  $ 1,390,741,062
============= ================ ================= ================ ============= ================

The accompanying notes are an integral part of these financial statements.      

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METLIFE INVESTORS USA SEPARATE ACCOUNT A                                        
OF METLIFE INVESTORS USA INSURANCE COMPANY                                      
STATEMENTS OF ASSETS AND LIABILITIES -- (CONTINUED)                             
DECEMBER 31, 2011                                                               

                                                        [Enlarge/Download Table]
                                                                                                           
                                                                                                           
                                          MIST SSGA MIST T. ROWE PRICE MIST T. ROWE PRICE MIST THIRD AVENUE
                                         GROWTH ETF    LARGE CAP VALUE     MID CAP GROWTH   SMALL CAP VALUE
                                        SUB-ACCOUNT        SUB-ACCOUNT        SUB-ACCOUNT       SUB-ACCOUNT
                                      ------------- ------------------ ------------------ -----------------
ASSETS:                                                                                                    
  Investments at fair value           $ 409,132,874      $ 507,039,170      $ 439,146,386     $ 290,532,513
  Due from MetLife Investors                                                                               
     USA Insurance Company                        3                  4                  5                 5
                                      ------------- ------------------ ------------------ -----------------
       Total Assets                     409,132,877        507,039,174        439,146,391       290,532,518
                                      ------------- ------------------ ------------------ -----------------
LIABILITIES:                                                                                               
  Accrued fees                                   48                 82                 66                91
  Due to MetLife Investors                                                                                 
     USA Insurance Company                       --                 --                 --                --
                                      ------------- ------------------ ------------------ -----------------
       Total Liabilities                         48                 82                 66                91
                                      ------------- ------------------ ------------------ -----------------
NET ASSETS                            $ 409,132,829      $ 507,039,092      $ 439,146,325     $ 290,532,427
                                      ============= ================== ================== =================
CONTRACT OWNERS' EQUITY                                                                                    
  Net assets from accumulation units  $ 409,132,829      $ 506,850,428      $ 439,117,230     $ 290,419,019
  Net assets from contracts in payout            --            188,664             29,095           113,408
                                      ------------- ------------------ ------------------ -----------------
       Total Net Assets               $ 409,132,829      $ 507,039,092      $ 439,146,325     $ 290,532,427
                                      ============= ================== ================== =================

The accompanying notes are an integral part of these financial statements.      

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                                                        [Enlarge/Download Table]
                                                                                                  
                                                                                                  
                                                        MSF BARCLAYS                              
   MIST TURNER        MIST VAN           MSF ARTIO CAPITAL AGGREGATE MSF BLACKROCK   MSF BLACKROCK
MID CAP GROWTH KAMPEN COMSTOCK INTERNATIONAL STOCK        BOND INDEX   BOND INCOME LARGE CAP VALUE
   SUB-ACCOUNT     SUB-ACCOUNT         SUB-ACCOUNT       SUB-ACCOUNT   SUB-ACCOUNT     SUB-ACCOUNT
-------------- --------------- ------------------- ----------------- ------------- ---------------
  $ 83,512,513   $ 266,463,474         $ 2,803,573     $ 130,174,055  $ 49,539,053     $ 2,890,680
             9               6                  --                --            19              --
-------------- --------------- ------------------- ----------------- ------------- ---------------
    83,512,522     266,463,480           2,803,573       130,174,055    49,539,072       2,890,680
-------------- --------------- ------------------- ----------------- ------------- ---------------
            72              72                  23                73            87              12
            --              --                   7                 3            --               4
-------------- --------------- ------------------- ----------------- ------------- ---------------
            72              72                  30                76            87              16
-------------- --------------- ------------------- ----------------- ------------- ---------------
  $ 83,512,450   $ 266,463,408         $ 2,803,543     $ 130,173,979  $ 49,538,985     $ 2,890,664
============== =============== =================== ================= ============= ===============
  $ 83,498,109   $ 266,441,266         $ 2,803,543     $ 130,173,979  $ 49,528,889     $ 2,890,664
        14,341          22,142                  --                --        10,096              --
-------------- --------------- ------------------- ----------------- ------------- ---------------
  $ 83,512,450   $ 266,463,408         $ 2,803,543     $ 130,173,979  $ 49,538,985     $ 2,890,664
============== =============== =================== ================= ============= ===============

The accompanying notes are an integral part of these financial statements.      

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METLIFE INVESTORS USA SEPARATE ACCOUNT A                                        
OF METLIFE INVESTORS USA INSURANCE COMPANY                                      
STATEMENTS OF ASSETS AND LIABILITIES -- (CONTINUED)                             
DECEMBER 31, 2011                                                               

                                                        [Enlarge/Download Table]
                                                                                                
                                                                                                
                                         MSF BLACKROCK                                          
                                      LEGACY LARGE CAP MSF BLACKROCK     MSF DAVIS        MSF FI
                                                GROWTH  MONEY MARKET VENTURE VALUE VALUE LEADERS
                                           SUB-ACCOUNT   SUB-ACCOUNT   SUB-ACCOUNT   SUB-ACCOUNT
                                      ---------------- ------------- ------------- -------------
ASSETS:                                                                                         
  Investments at fair value               $ 11,348,843 $ 633,625,227 $ 599,153,843   $ 4,601,902
  Due from MetLife Investors                                                                    
     USA Insurance Company                           4            63             4             2
                                      ---------------- ------------- ------------- -------------
       Total Assets                         11,348,847   633,625,290   599,153,847     4,601,904
                                      ---------------- ------------- ------------- -------------
LIABILITIES:                                                                                    
  Accrued fees                                     197           278           150           119
  Due to MetLife Investors                                                                      
     USA Insurance Company                          --            --            --            --
                                      ---------------- ------------- ------------- -------------
       Total Liabilities                           197           278           150           119
                                      ---------------- ------------- ------------- -------------
NET ASSETS                                $ 11,348,650 $ 633,625,012 $ 599,153,697   $ 4,601,785
                                      ================ ============= ============= =============
CONTRACT OWNERS' EQUITY                                                                         
  Net assets from accumulation units      $ 11,348,650 $ 633,537,674 $ 598,937,686   $ 4,601,785
  Net assets from contracts in payout               --        87,338       216,011            --
                                      ---------------- ------------- ------------- -------------
       Total Net Assets                   $ 11,348,650 $ 633,625,012 $ 599,153,697   $ 4,601,785
                                      ================ ============= ============= =============

The accompanying notes are an integral part of these financial statements.      

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                                                        [Enlarge/Download Table]
                                                                                                   
                                                                                                   
                           MSF                 MSF MET/DIMENSIONAL  MSF METLIFE         MSF METLIFE
            MSF  LOOMIS SAYLES MSF MET/ARTISAN INTERNATIONAL SMALL CONSERVATIVE     CONSERVATIVE TO
JENNISON GROWTH SMALL CAP CORE   MID CAP VALUE             COMPANY   ALLOCATION MODERATE ALLOCATION
    SUB-ACCOUNT    SUB-ACCOUNT     SUB-ACCOUNT         SUB-ACCOUNT  SUB-ACCOUNT         SUB-ACCOUNT
--------------- -------------- --------------- ------------------- ------------ -------------------
  $ 248,172,191   $ 10,317,352   $ 215,514,094        $ 47,225,268 $ 10,395,377         $ 7,143,988
              2              4              15                   3            1                   1
--------------- -------------- --------------- ------------------- ------------ -------------------
    248,172,193     10,317,356     215,514,109          47,225,271   10,395,378           7,143,989
--------------- -------------- --------------- ------------------- ------------ -------------------
             83            109              89                 107           30                  44
             --             --              --                  --           --                  --
--------------- -------------- --------------- ------------------- ------------ -------------------
             83            109              89                 107           30                  44
--------------- -------------- --------------- ------------------- ------------ -------------------
  $ 248,172,110   $ 10,317,247   $ 215,514,020        $ 47,225,164 $ 10,395,348         $ 7,143,945
=============== ============== =============== =================== ============ ===================
  $ 248,096,596   $ 10,317,247   $ 215,403,616        $ 47,225,164 $ 10,395,348         $ 7,143,945
         75,514             --         110,404                  --           --                  --
--------------- -------------- --------------- ------------------- ------------ -------------------
  $ 248,172,110   $ 10,317,247   $ 215,514,020        $ 47,225,164 $ 10,395,348         $ 7,143,945
=============== ============== =============== =================== ============ ===================

The accompanying notes are an integral part of these financial statements.      

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METLIFE INVESTORS USA SEPARATE ACCOUNT A                                        
OF METLIFE INVESTORS USA INSURANCE COMPANY                                      
STATEMENTS OF ASSETS AND LIABILITIES -- (CONTINUED)                             
DECEMBER 31, 2011                                                               

                                                        [Enlarge/Download Table]
                                                                                                                 
                                                                                                                 
                                                                                        MSF METLIFE              
                                              MSF METLIFE         MSF METLIFE           MODERATE TO   MSF METLIFE
                                      MID CAP STOCK INDEX MODERATE ALLOCATION AGGRESSIVE ALLOCATION   STOCK INDEX
                                              SUB-ACCOUNT         SUB-ACCOUNT           SUB-ACCOUNT   SUB-ACCOUNT
                                      ------------------- ------------------- --------------------- -------------
ASSETS:                                                                                                          
  Investments at fair value                  $ 77,806,048        $ 44,282,767          $ 48,722,004 $ 355,993,836
  Due from MetLife Investors                                                                                     
     USA Insurance Company                             --                  --                     1            --
                                      ------------------- ------------------- --------------------- -------------
       Total Assets                            77,806,048          44,282,767            48,722,005   355,993,836
                                      ------------------- ------------------- --------------------- -------------
LIABILITIES:                                                                                                     
  Accrued fees                                        116                  36                    31            52
  Due to MetLife Investors                                                                                       
     USA Insurance Company                              3                   1                    --             4
                                      ------------------- ------------------- --------------------- -------------
       Total Liabilities                              119                  37                    31            56
                                      ------------------- ------------------- --------------------- -------------
NET ASSETS                                   $ 77,805,929        $ 44,282,730          $ 48,721,974 $ 355,993,780
                                      =================== =================== ===================== =============
CONTRACT OWNERS' EQUITY                                                                                          
  Net assets from accumulation units         $ 77,805,929        $ 44,282,730          $ 48,721,974 $ 355,894,486
  Net assets from contracts in payout                  --                  --                    --        99,294
                                      ------------------- ------------------- --------------------- -------------
       Total Net Assets                      $ 77,805,929        $ 44,282,730          $ 48,721,974 $ 355,993,780
                                      =================== =================== ===================== =============

The accompanying notes are an integral part of these financial statements.      

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                                                        [Enlarge/Download Table]
                                                                                         
                                                                                         
                                                            MSF NEUBERGER                
     MSF MFS          MSF MSF MORGAN STANLEY  MSF NEUBERGER        BERMAN MSF OPPENHEIMER
TOTAL RETURN    MFS VALUE         EAFE INDEX BERMAN GENESIS MID CAP VALUE   GLOBAL EQUITY
 SUB-ACCOUNT  SUB-ACCOUNT        SUB-ACCOUNT    SUB-ACCOUNT   SUB-ACCOUNT     SUB-ACCOUNT
------------ ------------ ------------------ -------------- ------------- ---------------
$ 36,390,976 $ 43,755,099       $ 69,159,329   $ 11,267,029   $ 3,882,146     $ 9,330,088
          21           --                 --             --            --               2
------------ ------------ ------------------ -------------- ------------- ---------------
  36,390,997   43,755,099         69,159,329     11,267,029     3,882,146       9,330,090
------------ ------------ ------------------ -------------- ------------- ---------------
         179          179                117             29           102              89
          --            7                  2              7             1              --
------------ ------------ ------------------ -------------- ------------- ---------------
         179          186                119             36           103              89
------------ ------------ ------------------ -------------- ------------- ---------------
$ 36,390,818 $ 43,754,913       $ 69,159,210   $ 11,266,993   $ 3,882,043     $ 9,330,001
============ ============ ================== ============== ============= ===============
$ 36,390,818 $ 43,750,577       $ 69,159,210   $ 11,266,993   $ 3,882,043     $ 9,330,001
          --        4,336                 --             --            --              --
------------ ------------ ------------------ -------------- ------------- ---------------
$ 36,390,818 $ 43,754,913       $ 69,159,210   $ 11,266,993   $ 3,882,043     $ 9,330,001
============ ============ ================== ============== ============= ===============

The accompanying notes are an integral part of these financial statements.      

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METLIFE INVESTORS USA SEPARATE ACCOUNT A                                        
OF METLIFE INVESTORS USA INSURANCE COMPANY                                      
STATEMENTS OF ASSETS AND LIABILITIES -- (CONTINUED)                             
DECEMBER 31, 2011                                                               

                                                        [Enlarge/Download Table]
                                                                                                             
                                                                                                             
                                      MSF RUSSELL 2000 MSF T. ROWE PRICE MSF T. ROWE PRICE MSF VAN ECK GLOBAL
                                                 INDEX  LARGE CAP GROWTH  SMALL CAP GROWTH  NATURAL RESOURCES
                                           SUB-ACCOUNT       SUB-ACCOUNT       SUB-ACCOUNT        SUB-ACCOUNT
                                      ---------------- ----------------- ----------------- ------------------
ASSETS:                                                                                                      
  Investments at fair value               $ 64,081,583       $ 1,465,656       $ 7,500,207      $ 106,332,982
  Due from MetLife Investors                                                                                 
     USA Insurance Company                          --                --                --                  1
                                      ---------------- ----------------- ----------------- ------------------
       Total Assets                         64,081,583         1,465,656         7,500,207        106,332,983
                                      ---------------- ----------------- ----------------- ------------------
LIABILITIES:                                                                                                 
  Accrued fees                                     109                32                56                 48
  Due to MetLife Investors                                                                                   
     USA Insurance Company                           6                 3                 9                 --
                                      ---------------- ----------------- ----------------- ------------------
       Total Liabilities                           115                35                65                 48
                                      ---------------- ----------------- ----------------- ------------------
NET ASSETS                                $ 64,081,468       $ 1,465,621       $ 7,500,142      $ 106,332,935
                                      ================ ================= ================= ==================
CONTRACT OWNERS' EQUITY                                                                                      
  Net assets from accumulation units      $ 64,081,468       $ 1,465,621       $ 7,500,142      $ 106,332,935
  Net assets from contracts in payout               --                --                --                 --
                                      ---------------- ----------------- ----------------- ------------------
       Total Net Assets                   $ 64,081,468       $ 1,465,621       $ 7,500,142      $ 106,332,935
                                      ================ ================= ================= ==================

The accompanying notes are an integral part of these financial statements.      

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                                                        [Enlarge/Download Table]
                                                                                                
                                                                                                
MSF WESTERN ASSET                                 OPPENHEIMER VA   OPPENHEIMER VA               
       MANAGEMENT      NEUBERGER OPPENHEIMER VA GLOBAL STRATEGIC      MAIN STREET OPPENHEIMER VA
  U.S. GOVERNMENT BERMAN GENESIS      CORE BOND           INCOME SMALL- & MID-CAP    MAIN STREET
      SUB-ACCOUNT    SUB-ACCOUNT    SUB-ACCOUNT      SUB-ACCOUNT      SUB-ACCOUNT    SUB-ACCOUNT
----------------- -------------- -------------- ---------------- ---------------- --------------
    $ 285,530,076        $ 7,451       $ 10,162          $ 4,082     $ 81,494,335      $ 107,305
                9             --             --               --               --             --
----------------- -------------- -------------- ---------------- ---------------- --------------
      285,530,085          7,451         10,162            4,082       81,494,335        107,305
----------------- -------------- -------------- ---------------- ---------------- --------------
              107              7              7               --                7             --
               --              1              5                7                8              5
----------------- -------------- -------------- ---------------- ---------------- --------------
              107              8             12                7               15              5
----------------- -------------- -------------- ---------------- ---------------- --------------
    $ 285,529,978        $ 7,443       $ 10,150          $ 4,075     $ 81,494,321      $ 107,300
================= ============== ============== ================ ================ ==============
    $ 285,508,417        $ 7,443       $ 10,150          $ 4,075     $ 81,494,321      $ 107,300
           21,561             --             --               --               --             --
----------------- -------------- -------------- ---------------- ---------------- --------------
    $ 285,529,978        $ 7,443       $ 10,150          $ 4,075     $ 81,494,321      $ 107,300
================= ============== ============== ================ ================ ==============

The accompanying notes are an integral part of these financial statements.      

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METLIFE INVESTORS USA SEPARATE ACCOUNT A                                        
OF METLIFE INVESTORS USA INSURANCE COMPANY                                      
STATEMENTS OF ASSETS AND LIABILITIES -- (CONTINUED)                             
DECEMBER 31, 2011                                                               

                                                        [Enlarge/Download Table]
                                                                                                
                                                                                                
                                      OPPENHEIMER VA  PIONEER VCT      PIONEER VCT   PIONEER VCT
                                               MONEY CULLEN VALUE EMERGING MARKETS EQUITY INCOME
                                         SUB-ACCOUNT  SUB-ACCOUNT      SUB-ACCOUNT   SUB-ACCOUNT
                                      -------------- ------------ ---------------- -------------
ASSETS:                                                                                         
  Investments at fair value                $ 114,709  $ 2,036,240        $ 705,787     $ 371,347
  Due from MetLife Investors                                                                    
     USA Insurance Company                        --           --                2            --
                                      -------------- ------------ ---------------- -------------
       Total Assets                          114,709    2,036,240          705,789       371,347
                                      -------------- ------------ ---------------- -------------
LIABILITIES:                                                                                    
  Accrued fees                                    --           78               89            73
  Due to MetLife Investors                                                                      
     USA Insurance Company                        --            1               --             2
                                      -------------- ------------ ---------------- -------------
       Total Liabilities                          --           79               89            75
                                      -------------- ------------ ---------------- -------------
NET ASSETS                                 $ 114,709  $ 2,036,161        $ 705,700     $ 371,272
                                      ============== ============ ================ =============
CONTRACT OWNERS' EQUITY                                                                         
  Net assets from accumulation units       $ 114,709  $ 2,036,161        $ 705,700     $ 371,272
  Net assets from contracts in payout             --           --               --            --
                                      -------------- ------------ ---------------- -------------
       Total Net Assets                    $ 114,709  $ 2,036,161        $ 705,700     $ 371,272
                                      ============== ============ ================ =============

The accompanying notes are an integral part of these financial statements.      

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                                                        [Enlarge/Download Table]
                                                                                                            
                                                                                                            
PIONEER VCT IBBOTSON PIONEER VCT IBBOTSON   PIONEER VCT        PIONEER VCT T. ROWE PRICE       T. ROWE PRICE
   GROWTH ALLOCATION  MODERATE ALLOCATION MID CAP VALUE REAL ESTATE SHARES  GROWTH STOCK INTERNATIONAL STOCK
         SUB-ACCOUNT          SUB-ACCOUNT   SUB-ACCOUNT        SUB-ACCOUNT   SUB-ACCOUNT         SUB-ACCOUNT
-------------------- -------------------- ------------- ------------------ ------------- -------------------
        $ 17,736,413         $ 25,968,979  $ 49,145,121          $ 251,923   $ 6,015,940           $ 705,534
                   1                    1             6                 --            --                  --
-------------------- -------------------- ------------- ------------------ ------------- -------------------
          17,736,414           25,968,980    49,145,127            251,923     6,015,940             705,534
-------------------- -------------------- ------------- ------------------ ------------- -------------------
                  50                   50            50                 74            --                  --
                  --                   --            --                  2             3                   5
-------------------- -------------------- ------------- ------------------ ------------- -------------------
                  50                   50            50                 76             3                   5
-------------------- -------------------- ------------- ------------------ ------------- -------------------
        $ 17,736,364         $ 25,968,930  $ 49,145,077          $ 251,847   $ 6,015,937           $ 705,529
==================== ==================== ============= ================== ============= ===================
        $ 17,736,364         $ 25,968,930  $ 49,145,077          $ 251,847   $ 6,015,937           $ 705,529
                  --                   --            --                 --            --                  --
-------------------- -------------------- ------------- ------------------ ------------- -------------------
        $ 17,736,364         $ 25,968,930  $ 49,145,077          $ 251,847   $ 6,015,937           $ 705,529
==================== ==================== ============= ================== ============= ===================

The accompanying notes are an integral part of these financial statements.      

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METLIFE INVESTORS USA SEPARATE ACCOUNT A                                        
OF METLIFE INVESTORS USA INSURANCE COMPANY                                      
STATEMENTS OF ASSETS AND LIABILITIES -- (CONCLUDED)                             
DECEMBER 31, 2011                                                               

                                                                [Download Table]
                                                                        
                                                                        
                                      T. ROWE PRICE                     
                                      PRIME RESERVE UIF U.S. REAL ESTATE
                                        SUB-ACCOUNT          SUB-ACCOUNT
                                      ------------- --------------------
ASSETS:                                                                 
  Investments at fair value               $ 973,736         $ 76,564,928
  Due from MetLife Investors                                            
     USA Insurance Company                       20                    3
                                      ------------- --------------------
       Total Assets                         973,756           76,564,931
                                      ------------- --------------------
LIABILITIES:                                                            
  Accrued fees                                   --                   26
  Due to MetLife Investors                                              
     USA Insurance Company                       --                   --
                                      ------------- --------------------
       Total Liabilities                         --                   26
                                      ------------- --------------------
NET ASSETS                                $ 973,756         $ 76,564,905
                                      ============= ====================
CONTRACT OWNERS' EQUITY                                                 
  Net assets from accumulation units      $ 973,756         $ 76,564,905
  Net assets from contracts in payout            --                   --
                                      ------------- --------------------
       Total Net Assets                   $ 973,756         $ 76,564,905
                                      ============= ====================

The accompanying notes are an integral part of these financial statements.      

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METLIFE INVESTORS USA SEPARATE ACCOUNT A                                        
OF METLIFE INVESTORS USA INSURANCE COMPANY                                      
STATEMENTS OF OPERATIONS                                                        
FOR THE YEAR ENDED DECEMBER 31, 2011                                            

                                                        [Enlarge/Download Table]
                                                                                                                   
                                                                                                                   
                                                                                                  AMERICAN FUNDS   
                                                        ALGER    AMERICAN FUNDS AMERICAN FUNDS      GLOBAL SMALL   
                                             SMALL CAP GROWTH              BOND  GLOBAL GROWTH    CAPITALIZATION   
                                                  SUB-ACCOUNT       SUB-ACCOUNT    SUB-ACCOUNT       SUB-ACCOUNT   
                                         ----------------------- -------------- ----------------- -----------------
INVESTMENT INCOME:                                                                                                 
     Dividends                                   $         --       $ 3,398,106    $ 2,817,173       $ 1,100,462   
                                         ----------------------- -------------- ----------------- -----------------
EXPENSES:                                                                                                          
     Mortality and expense risk and                                                                                
        other charges                                 758,722         1,103,598      2,565,719           959,479   
     Administrative charges                                --           251,066        512,790           155,860   
                                         ----------------------- -------------- ----------------- -----------------
        Total expenses                                758,722         1,354,664      3,078,509         1,115,339   
                                         ----------------------- -------------- ----------------- -----------------
           Net investment income (loss)              (758,722)        2,043,442       (261,336)          (14,877)  
                                         ----------------------- -------------- ----------------- -----------------
NET REALIZED AND CHANGE IN                                                                                         
  UNREALIZED GAINS (LOSSES)                                                                                        
  ON INVESTMENTS:                                                                                                  
     Realized gain distributions                           --                --             --                --   
     Realized gains (losses) on sale of                                                                            
        investments                                   589,725           133,811        139,485          (139,499)  
                                         ----------------------- -------------- ----------------- -----------------
           Net realized gains (losses)                589,725           133,811        139,485          (139,499)  
                                         ----------------------- -------------- ----------------- -----------------
     Change in unrealized gains (losses)                                                                           
        on investments                             (2,252,972)        2,454,102    (21,700,254)      (18,293,274)  
                                         ----------------------- -------------- ----------------- -----------------
     Net realized and change in                                                                                    
        unrealized gains (losses)                                                                                  
        on investments                             (1,663,247)        2,587,913    (21,560,769)      (18,432,773)  
                                         ----------------------- -------------- ----------------- -----------------
     Net increase (decrease) in net assets                                                                         
        resulting from operations                $ (2,421,969)      $ 4,631,355  $ (21,822,105)    $ (18,447,650)  
                                         ======================= ============== ================= =================

(a) For the period May 2, 2011 to December 31, 2011.                            

The accompanying notes are an integral part of these financial statements.      

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                                                        [Enlarge/Download Table]
                                                                                                                      
                                                                                                                      
AMERICAN FUNDS    AMERICAN FUNDS                           FEDERATED HIGH                         FEDERATED MANAGED   
        GROWTH     GROWTH-INCOME    DWS I INTERNATIONAL       INCOME BOND    FEDERATED KAUFMAN           VOLATILITY   
   SUB-ACCOUNT       SUB-ACCOUNT            SUB-ACCOUNT       SUB-ACCOUNT          SUB-ACCOUNT          SUB-ACCOUNT   
----------------- ----------------- ---------------------- ----------------- -------------------- --------------------
   $ 3,705,099       $ 4,361,375              $ 344,474           $ 2,613                $ 803                $ 542   
----------------- ----------------- ---------------------- ----------------- -------------------- --------------------
     7,318,578         3,486,198                253,144               422                1,003                  148   
     1,397,096           614,119                     --                --                   --                   --   
----------------- ----------------- ---------------------- ----------------- -------------------- --------------------
     8,715,674         4,100,317                253,144               422                1,003                  148   
----------------- ----------------- ---------------------- ----------------- -------------------- --------------------
    (5,010,575)          261,058                 91,330             2,191                 (200)                 394   
----------------- ----------------- ---------------------- ----------------- -------------------- --------------------
            --                --                     --                --                   --                   --   
       744,451          (342,536)              (869,544)              (29)                 289                  506   
----------------- ----------------- ---------------------- ----------------- -------------------- --------------------
       744,451          (342,536)              (869,544)              (29)                 289                  506   
----------------- ----------------- ---------------------- ----------------- -------------------- --------------------
   (30,897,273)       (9,057,767)            (2,685,393)           (1,062)             (11,209)                (338)  
----------------- ----------------- ---------------------- ----------------- -------------------- --------------------
   (30,152,822)       (9,400,303)            (3,554,937)           (1,091)             (10,920)                 168   
----------------- ----------------- ---------------------- ----------------- -------------------- --------------------
 $ (35,163,397)     $ (9,139,245)          $ (3,463,607)          $ 1,100            $ (11,120)               $ 562   
================= ================= ====================== ================= ==================== ====================

The accompanying notes are an integral part of these financial statements.      

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METLIFE INVESTORS USA SEPARATE ACCOUNT A                                        
OF METLIFE INVESTORS USA INSURANCE COMPANY                                      
STATEMENTS OF OPERATIONS -- (CONTINUED)                                         
FOR THE YEAR ENDED DECEMBER 31, 2011                                            

                                                        [Enlarge/Download Table]
                                                                                                                   
                                                                                                                   
                                              FIDELITY VIP     FIDELITY VIP     FIDELITY VIP        FIDELITY VIP   
                                             ASSET MANAGER       CONTRAFUND    EQUITY-INCOME    FUNDSMANAGER 60%   
                                               SUB-ACCOUNT      SUB-ACCOUNT      SUB-ACCOUNT         SUB-ACCOUNT   
                                         -------------------- ---------------- ---------------- -------------------
INVESTMENT INCOME:                                                                                                 
     Dividends                                 $ 1,812,748      $ 3,972,322        $ 143,281        $ 37,133,654   
                                         -------------------- ---------------- ---------------- -------------------
EXPENSES:                                                                                                          
     Mortality and expense risk and                                                                                
        other charges                            1,300,803        4,859,629           84,444          36,533,236   
     Administrative charges                             --          408,771               --                  --   
                                         -------------------- ---------------- ---------------- -------------------
        Total expenses                           1,300,803        5,268,400           84,444          36,533,236   
                                         -------------------- ---------------- ---------------- -------------------
           Net investment income (loss)            511,945       (1,296,078)          58,837             600,418   
                                         -------------------- ---------------- ---------------- -------------------
NET REALIZED AND CHANGE IN                                                                                         
  UNREALIZED GAINS (LOSSES)                                                                                        
  ON INVESTMENTS:                                                                                                  
     Realized gain distributions                   442,875               --               --           5,610,120   
     Realized gains (losses) on sale of                                                                            
        investments                               (557,583)         324,914         (193,847)             56,341   
                                         -------------------- ---------------- ---------------- -------------------
           Net realized gains (losses)            (114,708)         324,914         (193,847)          5,666,461   
                                         -------------------- ---------------- ---------------- -------------------
     Change in unrealized gains (losses)                                                                           
        on investments                          (3,867,894)     (14,734,080)         111,818         (97,698,668)  
                                         -------------------- ---------------- ---------------- -------------------
     Net realized and change in                                                                                    
        unrealized gains (losses)                                                                                  
        on investments                          (3,982,602)     (14,409,166)         (82,029)        (92,032,207)  
                                         -------------------- ---------------- ---------------- -------------------
     Net increase (decrease) in net assets                                                                         
        resulting from operations             $ (3,470,657)   $ (15,705,244)       $ (23,192)      $ (91,431,789)  
                                         ==================== ================ ================ ===================

(a) For the period May 2, 2011 to December 31, 2011.                            

The accompanying notes are an integral part of these financial statements.      

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                                                        [Enlarge/Download Table]
                                                                                                            
                                                                                                            
                          FIDELITY VIP     FIDELITY VIP    FIDELITY VIP    FIDELITY VIP      FTVIPT FRANKLIN
   FIDELITY VIP GROWTH       INDEX 500          MID CAP    MONEY MARKET        OVERSEAS    INCOME SECURITIES
           SUB-ACCOUNT     SUB-ACCOUNT      SUB-ACCOUNT     SUB-ACCOUNT     SUB-ACCOUNT          SUB-ACCOUNT
---------------------- --------------- ---------------- --------------- --------------- --------------------
          $ 514,832     $ 1,211,407         $ 57,432        $ 88,909        $ 77,508         $ 11,234,415   
---------------------- --------------- ---------------- --------------- --------------- --------------------
          1,932,722         870,473        2,480,845       1,749,009          71,987            2,250,623   
                 --              --          547,927              --              --              487,118   
---------------------- --------------- ---------------- --------------- --------------- --------------------
          1,932,722         870,473        3,028,772       1,749,009          71,987            2,737,741   
---------------------- --------------- ---------------- --------------- --------------- --------------------
         (1,417,890)        340,934       (2,971,340)     (1,660,100)          5,521            8,496,674   
---------------------- --------------- ---------------- --------------- --------------- --------------------
            495,441       1,574,493          451,252              --          11,176                   --   
            388,586         404,341          150,111              --        (115,506)            (590,708)  
---------------------- --------------- ---------------- --------------- --------------- --------------------
            884,027       1,978,834          601,363              --        (104,330)            (590,708)  
---------------------- --------------- ---------------- --------------- --------------- --------------------
           (550,967)     (1,800,840)     (27,710,709)             --        (960,730)          (6,749,757)  
---------------------- --------------- ---------------- --------------- --------------- --------------------
            333,060         177,994      (27,109,346)             --      (1,065,060)          (7,340,465)  
---------------------- --------------- ---------------- --------------- --------------- --------------------
       $ (1,084,830)      $ 518,928    $ (30,080,686)   $ (1,660,100)   $ (1,059,539)         $ 1,156,209   
====================== =============== ================ =============== =============== ====================

The accompanying notes are an integral part of these financial statements.      

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METLIFE INVESTORS USA SEPARATE ACCOUNT A                                        
OF METLIFE INVESTORS USA INSURANCE COMPANY                                      
STATEMENTS OF OPERATIONS -- (CONTINUED)                                         
FOR THE YEAR ENDED DECEMBER 31, 2011                                            

                                                        [Enlarge/Download Table]
                                                                                                                              
                                                                                                                              
                                             FTVIPT FRANKLIN                                               FTVIPT TEMPLETON   
                                             SMALL CAP VALUE        FTVIPT MUTUAL      FTVIPT TEMPLETON         GLOBAL BOND   
                                                  SECURITIES    SHARES SECURITIES    FOREIGN SECURITIES          SECURITIES   
                                                 SUB-ACCOUNT          SUB-ACCOUNT           SUB-ACCOUNT         SUB-ACCOUNT   
                                         ---------------------- -------------------- --------------------- -------------------
INVESTMENT INCOME:                                                                                                            
     Dividends                                     $ 254,804          $ 2,833,347           $ 1,300,102         $ 6,401,702   
                                         ---------------------- -------------------- --------------------- -------------------
EXPENSES:                                                                                                                     
     Mortality and expense risk and                                                                                           
        other charges                                418,049            1,372,089             1,184,407           1,256,976   
     Administrative charges                           96,510              291,649               190,048             291,894   
                                         ---------------------- -------------------- --------------------- -------------------
        Total expenses                               514,559            1,663,738             1,374,455           1,548,870   
                                         ---------------------- -------------------- --------------------- -------------------
           Net investment income (loss)             (259,755)           1,169,609               (74,353)          4,852,832   
                                         ---------------------- -------------------- --------------------- -------------------
NET REALIZED AND CHANGE IN                                                                                                    
  UNREALIZED GAINS (LOSSES)                                                                                                   
  ON INVESTMENTS:                                                                                                             
     Realized gain distributions                          --                   --                    --             744,465   
     Realized gains (losses) on sale of                                                                                       
        investments                                  101,526             (500,071)             (516,658)            375,796   
                                         ---------------------- -------------------- --------------------- -------------------
           Net realized gains (losses)               101,526             (500,071)             (516,658)          1,120,261   
                                         ---------------------- -------------------- --------------------- -------------------
     Change in unrealized gains (losses)                                                                                      
        on investments                            (1,417,162)          (3,755,460)           (8,701,781)         (9,853,802)  
                                         ---------------------- -------------------- --------------------- -------------------
     Net realized and change in                                                                                               
        unrealized gains (losses)                                                                                             
        on investments                            (1,315,636)          (4,255,531)           (9,218,439)         (8,733,541)  
                                         ---------------------- -------------------- --------------------- -------------------
     Net increase (decrease) in net assets                                                                                    
        resulting from operations               $ (1,575,391)        $ (3,085,922)         $ (9,292,792)       $ (3,880,709)  
                                         ====================== ==================== ===================== ===================

(a) For the period May 2, 2011 to December 31, 2011.                            

The accompanying notes are an integral part of these financial statements.      

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                                                        [Enlarge/Download Table]
                                                                                                                             
                                                                                                                             
                                                                                            INVESCO V.I.         INVESCO V.I.
   INVESCO V.I. CAPITAL    INVESCO V.I.    INVESCO V.I. GLOBAL            INVESCO V.I.        VAN KAMPEN           VAN KAMPEN
           APPRECIATION     CORE EQUITY            REAL ESTATE    INTERNATIONAL GROWTH    CAPITAL GROWTH    EQUITY AND INCOME
            SUB-ACCOUNT     SUB-ACCOUNT            SUB-ACCOUNT             SUB-ACCOUNT       SUB-ACCOUNT          SUB-ACCOUNT
----------------------- --------------- ---------------------- ----------------------- ----------------- --------------------
               $ 205         $ 3,099              $ 503,386             $ 1,441,992              $ --          $ 6,488,128   
----------------------- --------------- ---------------------- ----------------------- ----------------- --------------------
               1,842           4,732                129,742               1,480,623             1,498            4,425,286   
                  --              --                 29,702                 336,873                --              957,309   
----------------------- --------------- ---------------------- ----------------------- ----------------- --------------------
               1,842           4,732                159,444               1,817,496             1,498            5,382,595   
----------------------- --------------- ---------------------- ----------------------- ----------------- --------------------
              (1,637)         (1,633)               343,942                (375,504)           (1,498)           1,105,533   
----------------------- --------------- ---------------------- ----------------------- ----------------- --------------------
                  --              --                     --                      --                --                   --   
              (3,874)         11,751                (46,041)                 32,969             3,562              165,761   
----------------------- --------------- ---------------------- ----------------------- ----------------- --------------------
              (3,874)         11,751                (46,041)                 32,969             3,562              165,761   
----------------------- --------------- ---------------------- ----------------------- ----------------- --------------------
              (5,937)        (11,037)            (1,422,533)            (12,319,548)           (8,828)         (12,908,159)  
----------------------- --------------- ---------------------- ----------------------- ----------------- --------------------
              (9,811)            714             (1,468,574)            (12,286,579)           (5,266)         (12,742,398)  
----------------------- --------------- ---------------------- ----------------------- ----------------- --------------------
           $ (11,448)         $ (919)          $ (1,124,632)          $ (12,662,083)         $ (6,764)       $ (11,636,865)  
======================= =============== ====================== ======================= ================= ====================

The accompanying notes are an integral part of these financial statements.      

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METLIFE INVESTORS USA SEPARATE ACCOUNT A                                        
OF METLIFE INVESTORS USA INSURANCE COMPANY                                      
STATEMENTS OF OPERATIONS -- (CONTINUED)                                         
FOR THE YEAR ENDED DECEMBER 31, 2011                                            

                                                        [Enlarge/Download Table]
                                                                                                                       
                                                                                                                       
                                                   INVESCO V.I.     INVESCO V.I.                                 LMPVET
                                                     VAN KAMPEN       VAN KAMPEN    JANUS ASPEN    CLEARBRIDGE VARIABLE
                                              GROWTH AND INCOME    MID CAP VALUE      WORLDWIDE       AGGRESSIVE GROWTH
                                                    SUB-ACCOUNT      SUB-ACCOUNT    SUB-ACCOUNT             SUB-ACCOUNT
                                           -------------------- ---------------- -------------- -----------------------
INVESTMENT INCOME:                                                                                                     
     Dividends                                   $ 2,064,376        $ 270,540           $ 32               $ 318,738   
                                           -------------------- ---------------- -------------- -----------------------
EXPENSES:                                                                                                              
     Mortality and expense risk and                                                                                    
        other charges                              2,058,872          409,139             47               2,033,573   
     Administrative charges                          454,114           93,101             --                 406,942   
                                           -------------------- ---------------- -------------- -----------------------
        Total expenses                             2,512,986          502,240             47               2,440,515   
                                           -------------------- ---------------- -------------- -----------------------
           Net investment income (loss)             (448,610)        (231,700)           (15)             (2,121,777)  
                                           -------------------- ---------------- -------------- -----------------------
NET REALIZED AND CHANGE IN                                                                                             
  UNREALIZED GAINS (LOSSES)                                                                                            
  ON INVESTMENTS:                                                                                                      
     Realized gain distributions                          --               --             --                      --   
     Realized gains (losses) on sale of                                                                                
        investments                                   52,684           49,468            228               1,220,007   
                                           -------------------- ---------------- -------------- -----------------------
           Net realized gains (losses)                52,684           49,468            228               1,220,007   
                                           -------------------- ---------------- -------------- -----------------------
     Change in unrealized gains (losses)                                                                               
        on investments                            (6,271,491)         (11,067)        (1,006)              2,212,582   
                                           -------------------- ---------------- -------------- -----------------------
     Net realized and change in                                                                                        
        unrealized gains (losses)                                                                                      
        on investments                            (6,218,807)          38,401           (778)              3,432,589   
                                           -------------------- ---------------- -------------- -----------------------
     Net increase (decrease) in net assets                                                                             
        resulting from operations               $ (6,667,417)      $ (193,299)        $ (793)            $ 1,310,812   
                                           ==================== ================ ============== =======================

(a) For the period May 2, 2011 to December 31, 2011.                            

The accompanying notes are an integral part of these financial statements.      

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                                                        [Enlarge/Download Table]
                                                                                                                                 
                                                                                                                                 
                               LMPVET                  LMPVET                                                                    
              LMPVET      CLEARBRIDGE    CLEARBRIDGE VARIABLE                  LMPVET                LMPVET                LMPVET
CLEARBRIDGE VARIABLE  VARIABLE EQUITY     FUNDAMENTAL ALL CAP    CLEARBRIDGE VARIABLE  CLEARBRIDGE VARIABLE  CLEARBRIDGE VARIABLE
        APPRECIATION   INCOME BUILDER                   VALUE        LARGE CAP GROWTH       LARGE CAP VALUE      SMALL CAP GROWTH
         SUB-ACCOUNT      SUB-ACCOUNT             SUB-ACCOUNT             SUB-ACCOUNT           SUB-ACCOUNT           SUB-ACCOUNT
-------------------- ------------------ ----------------------- --------------------- --------------------- ---------------------
         $ 3,571,288     $ 3,148,219             $ 1,386,614                $ 22,035              $ 80,505                  $ -- 
-------------------- ------------------ ----------------------- --------------------- --------------------- ---------------------
           2,359,483       1,125,177               1,196,596                  79,966                42,938               469,580 
             501,064         231,102                 245,399                  13,117                 7,084                96,106 
-------------------- ------------------ ----------------------- --------------------- --------------------- ---------------------
           2,860,547       1,356,279               1,441,995                  93,083                50,022               565,686 
-------------------- ------------------ ----------------------- --------------------- --------------------- ---------------------
             710,741       1,791,940                 (55,381)                (71,048)               30,483              (565,686)
-------------------- ------------------ ----------------------- --------------------- --------------------- ---------------------
                  --              --                      --                      --                    --               710,644 
              17,260      (2,420,420)               (429,752)                111,313               (88,723)              372,410 
-------------------- ------------------ ----------------------- --------------------- --------------------- ---------------------
              17,260      (2,420,420)               (429,752)                111,313               (88,723)            1,083,054 
-------------------- ------------------ ----------------------- --------------------- --------------------- ---------------------
           1,216,439       5,793,264              (7,192,709)               (159,581)              181,309              (664,423)
-------------------- ------------------ ----------------------- --------------------- --------------------- ---------------------
           1,233,699       3,372,844              (7,622,461)                (48,268)               92,586               418,631 
-------------------- ------------------ ----------------------- --------------------- --------------------- ---------------------
         $ 1,944,440     $ 5,164,784            $ (7,677,842)             $ (119,316)            $ 123,069            $ (147,055)
==================== ================== ======================= ===================== ===================== =====================

The accompanying notes are an integral part of these financial statements.      

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METLIFE INVESTORS USA SEPARATE ACCOUNT A                                        
OF METLIFE INVESTORS USA INSURANCE COMPANY                                      
STATEMENTS OF OPERATIONS -- (CONTINUED)                                         
FOR THE YEAR ENDED DECEMBER 31, 2011                                            

                                                        [Enlarge/Download Table]
                                                                                                                                 
                                                                                                                                 
                                             LMPVET INVESTMENT                LMPVET                LMPVET                LMPVET 
                                              COUNSEL VARIABLE    VARIABLE LIFESTYLE    VARIABLE LIFESTYLE    VARIABLE LIFESTYLE 
                                              SOCIAL AWARENESS        ALLOCATION 50%        ALLOCATION 70%        ALLOCATION 85% 
                                                   SUB-ACCOUNT           SUB-ACCOUNT           SUB-ACCOUNT           SUB-ACCOUNT 
                                           -------------------- --------------------- --------------------- ---------------------
INVESTMENT INCOME:                                                                                                               
     Dividends                                       $ 5,808             $ 607,929              $ 61,784           $ 1,008,322   
                                           -------------------- --------------------- --------------------- ---------------------
EXPENSES:                                                                                                                        
     Mortality and expense risk and                                                                                              
        other charges                                  6,585               223,840                44,752               715,775   
     Administrative charges                            1,204                47,409                 8,206               161,869   
                                           -------------------- --------------------- --------------------- ---------------------
        Total expenses                                 7,789               271,249                52,958               877,644   
                                           -------------------- --------------------- --------------------- ---------------------
           Net investment income (loss)               (1,981)              336,680                 8,826               130,678   
                                           -------------------- --------------------- --------------------- ---------------------
NET REALIZED AND CHANGE IN                                                                                                       
  UNREALIZED GAINS (LOSSES)                                                                                                      
  ON INVESTMENTS:                                                                                                                
     Realized gain distributions                          --                    --                    --                    --   
     Realized gains (losses) on sale of                                                                                          
        investments                                      (60)                  400                 5,813               528,464   
                                           -------------------- --------------------- --------------------- ---------------------
           Net realized gains (losses)                   (60)                  400                 5,813               528,464   
                                           -------------------- --------------------- --------------------- ---------------------
     Change in unrealized gains (losses)                                                                                         
        on investments                                (4,843)             (529,056)              (70,666)           (2,861,793)  
                                           -------------------- --------------------- --------------------- ---------------------
     Net realized and change in                                                                                                  
        unrealized gains (losses)                                                                                                
        on investments                                (4,903)             (528,656)              (64,853)           (2,333,329)  
                                           -------------------- --------------------- --------------------- ---------------------
     Net increase (decrease) in net assets                                                                                       
        resulting from operations                   $ (6,884)           $ (191,976)            $ (56,027)         $ (2,202,651)  
                                           ==================== ===================== ===================== =====================

(a) For the period May 2, 2011 to December 31, 2011.                            

The accompanying notes are an integral part of these financial statements.      

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                                                        [Enlarge/Download Table]
                                                                                                                             
                                                                                                                             
                                                                                                MIST                         
       LMPVIT WESTERN                                                              ALLIANCEBERNSTEIN                   MIST  
ASSET VARIABLE GLOBAL            MFS VIT          MFS VIT                             GLOBAL DYNAMIC         AMERICAN FUNDS  
      HIGH YIELD BOND    INVESTORS TRUST    NEW DISCOVERY    MFS VIT RESEARCH             ALLOCATION    BALANCED ALLOCATION  
          SUB-ACCOUNT        SUB-ACCOUNT      SUB-ACCOUNT         SUB-ACCOUNT        SUB-ACCOUNT (a)            SUB-ACCOUNT  
------------------------ ------------------ ---------------- ------------------- --------------------- ----------------------
          $ 5,570,626              $ 335             $ --               $ 448           $ 6,694,705           $ 35,915,716   
------------------------ ------------------ ---------------- ------------------- --------------------- ----------------------
              824,358                519              652                 875             6,046,176             36,934,487   
              165,611                 --               --                  --             1,259,511              7,129,657   
------------------------ ------------------ ---------------- ------------------- --------------------- ----------------------
              989,969                519              652                 875             7,305,687             44,064,144   
------------------------ ------------------ ---------------- ------------------- --------------------- ----------------------
            4,580,657               (184)            (652)               (427)             (610,982)            (8,148,428)  
------------------------ ------------------ ---------------- ------------------- --------------------- ----------------------
                   --                 --            5,639                  --             9,394,668              1,581,333   
             (143,505)               991               90              10,717                    --              3,444,529   
------------------------ ------------------ ---------------- ------------------- --------------------- ----------------------
             (143,505)               991            5,729              10,717             9,394,668              5,025,862   
------------------------ ------------------ ---------------- ------------------- --------------------- ----------------------
           (4,473,336)            (1,906)         (10,466)            (10,338)            9,200,376           (116,302,276)  
------------------------ ------------------ ---------------- ------------------- --------------------- ----------------------
           (4,616,841)              (915)          (4,737)                379            18,595,044           (111,276,414)  
------------------------ ------------------ ---------------- ------------------- --------------------- ----------------------
            $ (36,184)          $ (1,099)        $ (5,389)              $ (48)         $ 17,984,062         $ (119,424,842)  
======================== ================== ================ =================== ===================== ======================

The accompanying notes are an integral part of these financial statements.      

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METLIFE INVESTORS USA SEPARATE ACCOUNT A                                        
OF METLIFE INVESTORS USA INSURANCE COMPANY                                      
STATEMENTS OF OPERATIONS -- (CONTINUED)                                         
FOR THE YEAR ENDED DECEMBER 31, 2011                                            

                                                        [Enlarge/Download Table]
                                                                                                                       
                                                                                                                       
                                                                             MIST                                      
                                               MIST AMERICAN       AMERICAN FUNDS     MIST AMERICAN       MIST AMERICAN
                                                  FUNDS BOND    GROWTH ALLOCATION      FUNDS GROWTH FUNDS INTERNATIONAL
                                                 SUB-ACCOUNT          SUB-ACCOUNT       SUB-ACCOUNT         SUB-ACCOUNT
                                            ----------------- -------------------- ---------------- -------------------
INVESTMENT INCOME:                                                                                                     
     Dividends                                 $ 6,896,073      $ 16,279,703          $ 1,923,735          $ 4,511,360 
                                            ----------------- -------------------- ---------------- -------------------
EXPENSES:                                                                                                              
     Mortality and expense risk and                                                                                    
        other charges                            4,303,359        19,459,404            7,224,680            4,079,989 
     Administrative charges                        820,404         3,681,030            1,382,508              778,702 
                                            ----------------- -------------------- ---------------- -------------------
        Total expenses                           5,123,763        23,140,434            8,607,188            4,858,691 
                                            ----------------- -------------------- ---------------- -------------------
           Net investment income (loss)          1,772,310        (6,860,731)          (6,683,453)            (347,331)
                                            ----------------- -------------------- ---------------- -------------------
NET REALIZED AND CHANGE IN                                                                                             
  UNREALIZED GAINS (LOSSES)                                                                                            
  ON INVESTMENTS:                                                                                                      
     Realized gain distributions                       440                --                   --                   -- 
     Realized gains (losses) on sale of                                                                                
        investments                              1,617,499        12,437,663            2,655,999            2,344,997 
                                            ----------------- -------------------- ---------------- -------------------
           Net realized gains (losses)           1,617,939        12,437,663            2,655,999            2,344,997 
                                            ----------------- -------------------- ---------------- -------------------
     Change in unrealized gains (losses)                                                                               
        on investments                          10,229,841      (101,766,516)         (35,042,764)         (54,813,728)
                                            ----------------- -------------------- ---------------- -------------------
     Net realized and change in                                                                                        
        unrealized gains (losses)                                                                                      
        on investments                          11,847,780       (89,328,853)         (32,386,765)         (52,468,731)
                                            ----------------- -------------------- ---------------- -------------------
     Net increase (decrease) in net assets                                                                             
        resulting from operations             $ 13,620,090     $ (96,189,584)       $ (39,070,218)       $ (52,816,062)
                                            ================= ==================== ================ ===================

(a) For the period May 2, 2011 to December 31, 2011.                            

The accompanying notes are an integral part of these financial statements.      

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                                                        [Enlarge/Download Table]
                                                                                                                   
                                                                                                                   
               MIST           MIST AQR  MIST BLACKROCK                                                             
     AMERICAN FUNDS        GLOBAL RISK GLOBAL TACTICAL    MIST BLACKROCK    MIST BLACKROCK          MIST CLARION   
MODERATE ALLOCATION           BALANCED      STRATEGIES        HIGH YIELD    LARGE CAP CORE    GLOBAL REAL ESTATE   
        SUB-ACCOUNT    SUB-ACCOUNT (a) SUB-ACCOUNT (a)       SUB-ACCOUNT       SUB-ACCOUNT           SUB-ACCOUNT   
---------------------- --------------- ------------------ ----------------- ----------------- ---------------------
       $ 25,145,182       $ 25,590,118    $ 18,594,534      $ 13,271,662         $ 104,571           $ 5,745,197   
---------------------- --------------- ------------------ ----------------- ----------------- ---------------------
         21,095,478          6,713,536      10,715,163         2,761,895           171,020             2,095,360   
          4,078,275          1,397,323       2,222,611           507,421            28,281               377,134   
---------------------- --------------- ------------------ ----------------- ----------------- ---------------------
         25,173,753          8,110,859      12,937,774         3,269,316           199,301             2,472,494   
---------------------- --------------- ------------------ ----------------- ----------------- ---------------------
            (28,571)        17,479,259       5,656,760        10,002,346           (94,730)            3,272,703   
---------------------- --------------- ------------------ ----------------- ----------------- ---------------------
          7,882,185          5,634,878      21,591,062                --                --                    --   
          2,728,544                 --              --         3,149,049            12,317            (1,143,990)  
---------------------- --------------- ------------------ ----------------- ----------------- ---------------------
         10,610,729          5,634,878      21,591,062         3,149,049            12,317            (1,143,990)  
---------------------- --------------- ------------------ ----------------- ----------------- ---------------------
        (37,218,522)        20,725,299     (29,115,315)      (12,738,491)         (244,145)          (13,501,877)  
---------------------- --------------- ------------------ ----------------- ----------------- ---------------------
        (26,607,793)        26,360,177      (7,524,253)       (9,589,442)         (231,828)          (14,645,867)  
---------------------- --------------- ------------------ ----------------- ----------------- ---------------------
      $ (26,636,364)      $ 43,839,436    $ (1,867,493)        $ 412,904        $ (326,558)        $ (11,373,164)  
====================== =============== ================== ================= ================= =====================

The accompanying notes are an integral part of these financial statements.      

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METLIFE INVESTORS USA SEPARATE ACCOUNT A                                        
OF METLIFE INVESTORS USA INSURANCE COMPANY                                      
STATEMENTS OF OPERATIONS -- (CONTINUED)                                         
FOR THE YEAR ENDED DECEMBER 31, 2011                                            

                                                        [Enlarge/Download Table]
                                                                                                                           
                                                                                                                           
                                                                                                MIST                       
                                                 MIST DREMAN    MIST GOLDMAN SACHS    HARRIS OAKMARK        MIST INVESCO   
                                             SMALL CAP VALUE         MID CAP VALUE     INTERNATIONAL    SMALL CAP GROWTH   
                                                 SUB-ACCOUNT           SUB-ACCOUNT       SUB-ACCOUNT         SUB-ACCOUNT   
                                         ---------------------- --------------------- ----------------- -------------------
INVESTMENT INCOME:                                                                                                         
     Dividends                                     $ 383,323             $ 639,252           $ 6,415                $ --   
                                         ---------------------- --------------------- ----------------- -------------------
EXPENSES:                                                                                                                  
     Mortality and expense risk and                                                                                        
        other charges                                346,462             1,818,046         6,778,426           2,807,395   
     Administrative charges                           56,541               331,467         1,245,666             519,454   
                                         ---------------------- --------------------- ----------------- -------------------
        Total expenses                               403,003             2,149,513         8,024,092           3,326,849   
                                         ---------------------- --------------------- ----------------- -------------------
           Net investment income (loss)              (19,680)           (1,510,261)       (8,017,677)         (3,326,849)  
                                         ---------------------- --------------------- ----------------- -------------------
NET REALIZED AND CHANGE IN                                                                                                 
  UNREALIZED GAINS (LOSSES)                                                                                                
  ON INVESTMENTS:                                                                                                          
     Realized gain distributions                          --                    --                --                  --   
     Realized gains (losses) on sale of                                                                                    
        investments                                  480,921              (437,036)       (1,470,791)          1,704,023   
                                         ---------------------- --------------------- ----------------- -------------------
           Net realized gains (losses)               480,921              (437,036)       (1,470,791)          1,704,023   
                                         ---------------------- --------------------- ----------------- -------------------
     Change in unrealized gains (losses)                                                                                   
        on investments                            (3,142,931)          (10,057,546)      (75,842,892)         (5,165,840)  
                                         ---------------------- --------------------- ----------------- -------------------
     Net realized and change in                                                                                            
        unrealized gains (losses)                                                                                          
        on investments                            (2,662,010)          (10,494,582)      (77,313,683)         (3,461,817)  
                                         ---------------------- --------------------- ----------------- -------------------
     Net increase (decrease) in net assets                                                                                 
        resulting from operations               $ (2,681,690)        $ (12,004,843)    $ (85,331,360)       $ (6,788,666)  
                                         ====================== ===================== ================= ===================

(a) For the period May 2, 2011 to December 31, 2011.                            

The accompanying notes are an integral part of these financial statements.      

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                                                        [Enlarge/Download Table]
                                                                                                                        
                                                                                                                        
                                        MIST LEGG MASON                                                                 
                              MIST          CLEARBRIDGE    MIST LOOMIS SAYLES    MIST LORD ABBETT    MIST LORD ABBETT   
MIST JANUS FORTY    LAZARD MID CAP    AGGRESSIVE GROWTH        GLOBAL MARKETS      BOND DEBENTURE       MID CAP VALUE   
     SUB-ACCOUNT       SUB-ACCOUNT          SUB-ACCOUNT           SUB-ACCOUNT         SUB-ACCOUNT         SUB-ACCOUNT   
------------------- ----------------- -------------------- --------------------- ------------------- -------------------
     $ 1,143,620         $ 991,555                 $ --           $ 3,807,255        $ 15,837,776           $ 624,785   
------------------- ----------------- -------------------- --------------------- ------------------- -------------------
         937,928         1,901,905            2,810,461             2,198,483           3,700,880           1,683,021   
         168,957           341,389              528,209               408,080             647,660             307,950   
------------------- ----------------- -------------------- --------------------- ------------------- -------------------
       1,106,885         2,243,294            3,338,670             2,606,563           4,348,540           1,990,971   
------------------- ----------------- -------------------- --------------------- ------------------- -------------------
          36,735        (1,251,739)          (3,338,670)            1,200,692          11,489,236          (1,366,186)  
------------------- ----------------- -------------------- --------------------- ------------------- -------------------
              --                --                   --                    --                  --                  --   
         332,745          (826,499)                 428               955,422           2,277,388           1,059,026   
------------------- ----------------- -------------------- --------------------- ------------------- -------------------
         332,745          (826,499)                 428               955,422           2,277,388           1,059,026   
------------------- ----------------- -------------------- --------------------- ------------------- -------------------
      (7,197,681)       (7,687,971)          (7,417,668)           (8,402,666)         (6,571,539)         (6,908,432)  
------------------- ----------------- -------------------- --------------------- ------------------- -------------------
      (6,864,936)       (8,514,470)          (7,417,240)           (7,447,244)         (4,294,151)         (5,849,406)  
------------------- ----------------- -------------------- --------------------- ------------------- -------------------
    $ (6,828,201)     $ (9,766,209)       $ (10,755,910)         $ (6,246,552)        $ 7,195,085        $ (7,215,592)  
=================== ================= ==================== ===================== =================== ===================

The accompanying notes are an integral part of these financial statements.      

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METLIFE INVESTORS USA SEPARATE ACCOUNT A                                        
OF METLIFE INVESTORS USA INSURANCE COMPANY                                      
STATEMENTS OF OPERATIONS -- (CONTINUED)                                         
FOR THE YEAR ENDED DECEMBER 31, 2011                                            

                                                        [Enlarge/Download Table]
                                                                                                                          
                                                                                                                          
                                                                           MIST                                           
                                                        MIST       MET/FRANKLIN                         MIST MET/FRANKLIN 
                                             MET/EATON VANCE       LOW DURATION    MIST MET/FRANKLIN            TEMPLETON 
                                               FLOATING RATE       TOTAL RETURN        MUTUAL SHARES    FOUNDING STRATEGY 
                                                 SUB-ACCOUNT    SUB-ACCOUNT (a)          SUB-ACCOUNT          SUB-ACCOUNT 
                                           -------------------- ------------------ -------------------- ------------------
INVESTMENT INCOME:                                                                                                        
     Dividends                                     $ 778,159               $ --          $ 3,980,852         $ 10,437,120 
                                           -------------------- ------------------ -------------------- ------------------
EXPENSES:                                                                                                                 
     Mortality and expense risk and                                                                                       
        other charges                                525,041            127,652            1,923,338            8,018,324 
     Administrative charges                           97,108             24,388              360,957            1,514,501 
                                           -------------------- ------------------ -------------------- ------------------
        Total expenses                               622,149            152,040            2,284,295            9,532,825 
                                           -------------------- ------------------ -------------------- ------------------
           Net investment income (loss)              156,010           (152,040)           1,696,557              904,295 
                                           -------------------- ------------------ -------------------- ------------------
NET REALIZED AND CHANGE IN                                                                                                
  UNREALIZED GAINS (LOSSES)                                                                                               
  ON INVESTMENTS:                                                                                                         
     Realized gain distributions                     102,311                 --            7,895,629              593,283 
     Realized gains (losses) on sale of                                                                                   
        investments                                 (229,702)           (24,333)             110,741            4,684,681 
                                           -------------------- ------------------ -------------------- ------------------
           Net realized gains (losses)              (127,391)           (24,333)           8,006,370            5,277,964 
                                           -------------------- ------------------ -------------------- ------------------
     Change in unrealized gains (losses)                                                                                  
        on investments                              (317,893)          (183,195)         (13,800,582)         (29,078,070)
                                           -------------------- ------------------ -------------------- ------------------
     Net realized and change in                                                                                           
        unrealized gains (losses)                                                                                         
        on investments                              (445,284)          (207,528)          (5,794,212)         (23,800,106)
                                           -------------------- ------------------ -------------------- ------------------
     Net increase (decrease) in net assets                                                                                
        resulting from operations                 $ (289,274)        $ (359,568)        $ (4,097,655)       $ (22,895,811)
                                           ==================== ================== ==================== ==================

(a) For the period May 2, 2011 to December 31, 2011.                            

The accompanying notes are an integral part of these financial statements.      

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                                                        [Enlarge/Download Table]
                                                                                                                                
                                                                                                                                
MIST MET/TEMPLETON       MIST MET/TEMPLETON           MIST METLIFE       MIST METLIFE         MIST METLIFE          MIST METLIFE
            GROWTH       INTERNATIONAL BOND    AGGRESSIVE STRATEGY      BALANCED PLUS    BALANCED STRATEGY    DEFENSIVE STRATEGY
       SUB-ACCOUNT              SUB-ACCOUNT            SUB-ACCOUNT    SUB-ACCOUNT (a)          SUB-ACCOUNT           SUB-ACCOUNT
--------------------- --------------------- ---------------------- ------------------ -------------------- ---------------------
         $ 123,412             $ 3,264,056            $ 6,059,840        $ 3,109,214        $ 109,929,868          $ 46,202,640 
--------------------- --------------------- ---------------------- ------------------ -------------------- ---------------------
           450,145                 610,928              7,474,066          8,889,859           92,925,166            27,932,833 
            93,450                 118,546              1,371,589          1,876,489           17,326,688             5,191,502 
--------------------- --------------------- ---------------------- ------------------ -------------------- ---------------------
           543,595                 729,474              8,845,655         10,766,348          110,251,854            33,124,335 
--------------------- --------------------- ---------------------- ------------------ -------------------- ---------------------
          (420,183)              2,534,582             (2,785,815)        (7,657,134)            (321,986)           13,078,305 
--------------------- --------------------- ---------------------- ------------------ -------------------- ---------------------
                --                  59,720                     --                 --                   --                    -- 
          (250,304)                  9,417             (3,089,096)                --           (7,135,125)           14,867,735 
--------------------- --------------------- ---------------------- ------------------ -------------------- ---------------------
          (250,304)                 69,137             (3,089,096)                --           (7,135,125)           14,867,735 
--------------------- --------------------- ---------------------- ------------------ -------------------- ---------------------
        (8,626,650)             (3,853,055)           (36,571,916)       (14,018,878)        (245,352,817)          (24,804,181)
--------------------- --------------------- ---------------------- ------------------ -------------------- ---------------------
        (8,876,954)             (3,783,918)           (39,661,012)       (14,018,878)        (252,487,942)           (9,936,446)
--------------------- --------------------- ---------------------- ------------------ -------------------- ---------------------
      $ (9,297,137)           $ (1,249,336)         $ (42,446,827)     $ (21,676,012)      $ (252,809,928)          $ 3,141,859 
===================== ===================== ====================== ================== ==================== =====================

The accompanying notes are an integral part of these financial statements.      

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METLIFE INVESTORS USA SEPARATE ACCOUNT A                                        
OF METLIFE INVESTORS USA INSURANCE COMPANY                                      
STATEMENTS OF OPERATIONS -- (CONTINUED)                                         
FOR THE YEAR ENDED DECEMBER 31, 2011                                            

                                                        [Enlarge/Download Table]
                                                                                                                            
                                                                                                                            
                                                 MIST METLIFE         MIST METLIFE    MIST MFS EMERGING    MIST MFS RESEARCH
                                              GROWTH STRATEGY    MODERATE STRATEGY       MARKETS EQUITY        INTERNATIONAL
                                                  SUB-ACCOUNT          SUB-ACCOUNT          SUB-ACCOUNT          SUB-ACCOUNT
                                           ------------------ -------------------- -------------------- --------------------
INVESTMENT INCOME:                                                                                                          
     Dividends                                  $ 82,693,229         $ 61,350,561          $ 5,336,714          $ 5,873,182 
                                           ------------------ -------------------- -------------------- --------------------
EXPENSES:                                                                                                                   
     Mortality and expense risk and                                                                                         
        other charges                             73,824,051           44,723,722            5,052,211            4,264,910 
     Administrative charges                       13,424,100            8,366,083              955,535              754,977 
                                           ------------------ -------------------- -------------------- --------------------
        Total expenses                            87,248,151           53,089,805            6,007,746            5,019,887 
                                           ------------------ -------------------- -------------------- --------------------
           Net investment income (loss)           (4,554,922)           8,260,756             (671,032)             853,295 
                                           ------------------ -------------------- -------------------- --------------------
NET REALIZED AND CHANGE IN                                                                                                  
  UNREALIZED GAINS (LOSSES)                                                                                                 
  ON INVESTMENTS:                                                                                                           
     Realized gain distributions                          --                   --                   --                   -- 
     Realized gains (losses) on sale of                                                                                     
        investments                              (39,528,555)           4,489,424            2,261,367           (1,887,551)
                                           ------------------ -------------------- -------------------- --------------------
           Net realized gains (losses)           (39,528,555)           4,489,424            2,261,367           (1,887,551)
                                           ------------------ -------------------- -------------------- --------------------
     Change in unrealized gains (losses)                                                                                    
        on investments                          (246,366,960)         (77,648,493)         (86,014,482)         (37,450,859)
                                           ------------------ -------------------- -------------------- --------------------
     Net realized and change in                                                                                             
        unrealized gains (losses)                                                                                           
        on investments                          (285,895,515)         (73,159,069)         (83,753,115)         (39,338,410)
                                           ------------------ -------------------- -------------------- --------------------
     Net increase (decrease) in net assets                                                                                  
        resulting from operations             $ (290,450,437)       $ (64,898,313)       $ (84,424,147)       $ (38,485,115)
                                           ================== ==================== ==================== ====================

(a) For the period May 2, 2011 to December 31, 2011.                            

The accompanying notes are an integral part of these financial statements.      

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                                                        [Enlarge/Download Table]
                                                                                                                             
                                                                                                                             
                                                          MIST                                                               
MIST MORGAN STANLEY        MIST OPPENHEIMER    PIMCO INFLATION                 MIST                             MIST PIONEER 
     MID CAP GROWTH    CAPITAL APPRECIATION     PROTECTED BOND   PIMCO TOTAL RETURN    MIST PIONEER FUND    STRATEGIC INCOME 
        SUB-ACCOUNT             SUB-ACCOUNT        SUB-ACCOUNT          SUB-ACCOUNT          SUB-ACCOUNT         SUB-ACCOUNT 
---------------------- ----------------------- --------------- --------------------- -------------------- -------------------
          $ 581,818               $ 215,460       $ 14,184,953       $ 53,195,033          $ 1,595,395        $ 22,813,221   
---------------------- ----------------------- --------------- --------------------- -------------------- -------------------
          1,276,964               2,500,114         11,755,082         26,947,647            1,642,500           6,009,671   
            248,218                 439,740          2,180,955          4,902,489              357,469           1,303,696   
---------------------- ----------------------- --------------- --------------------- -------------------- -------------------
          1,525,182               2,939,854         13,936,037         31,850,136            1,999,969           7,313,367   
---------------------- ----------------------- --------------- --------------------- -------------------- -------------------
           (943,364)             (2,724,394)           248,916         21,344,897             (404,574)         15,499,854   
---------------------- ----------------------- --------------- --------------------- -------------------- -------------------
          2,603,019                      --         40,424,584         61,428,406                   --           3,048,412   
            644,261              (7,215,537)         3,706,477          1,619,328                2,955             234,582   
---------------------- ----------------------- --------------- --------------------- -------------------- -------------------
          3,247,280              (7,215,537)        44,131,061         63,047,734                2,955           3,282,994   
---------------------- ----------------------- --------------- --------------------- -------------------- -------------------
        (12,429,566)              4,937,085         34,838,493        (55,437,622)          (8,916,886)         (9,616,858)  
---------------------- ----------------------- --------------- --------------------- -------------------- -------------------
         (9,182,286)             (2,278,452)        78,969,554          7,610,112           (8,913,931)         (6,333,864)  
---------------------- ----------------------- --------------- --------------------- -------------------- -------------------
      $ (10,125,650)           $ (5,002,846)      $ 79,218,470       $ 28,955,009         $ (9,318,505)        $ 9,165,990   
====================== ======================= =============== ===================== ==================== ===================

The accompanying notes are an integral part of these financial statements.      

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METLIFE INVESTORS USA SEPARATE ACCOUNT A                                        
OF METLIFE INVESTORS USA INSURANCE COMPANY                                      
STATEMENTS OF OPERATIONS -- (CONTINUED)                                         
FOR THE YEAR ENDED DECEMBER 31, 2011                                            

                                                        [Enlarge/Download Table]
                                                                                                                        
                                                                                                                        
                                                  MIST PYRAMIS        MIST RAINIER         MIST RCM    MIST SSGA GROWTH 
                                             GOVERNMENT INCOME    LARGE CAP EQUITY       TECHNOLOGY      AND INCOME ETF 
                                               SUB-ACCOUNT (a)         SUB-ACCOUNT      SUB-ACCOUNT         SUB-ACCOUNT 
                                           -------------------- ------------------- ---------------- -------------------
INVESTMENT INCOME:                                                                                                      
     Dividends                                     $ 1,758,110           $ 198,102             $ --        $ 21,753,850 
                                           -------------------- ------------------- ---------------- -------------------
EXPENSES:                                                                                                               
     Mortality and expense risk and                                                                                     
        other charges                                1,567,365             693,861        1,602,654          16,222,879 
     Administrative charges                            324,648             130,564          284,864           3,195,620 
                                           -------------------- ------------------- ---------------- -------------------
        Total expenses                               1,892,013             824,425        1,887,518          19,418,499 
                                           -------------------- ------------------- ---------------- -------------------
           Net investment income (loss)               (133,903)           (626,323)      (1,887,518)          2,335,351 
                                           -------------------- ------------------- ---------------- -------------------
NET REALIZED AND CHANGE IN                                                                                              
  UNREALIZED GAINS (LOSSES)                                                                                             
  ON INVESTMENTS:                                                                                                       
     Realized gain distributions                     3,901,311                  --               --          23,371,511 
     Realized gains (losses) on sale of                                                                                 
        investments                                     (2,100)            506,257        2,692,086           3,797,614 
                                           -------------------- ------------------- ---------------- -------------------
           Net realized gains (losses)               3,899,211             506,257        2,692,086          27,169,125 
                                           -------------------- ------------------- ---------------- -------------------
     Change in unrealized gains (losses)                                                                                
        on investments                               6,372,332          (2,839,226)     (14,827,788)        (43,866,906)
                                           -------------------- ------------------- ---------------- -------------------
     Net realized and change in                                                                                         
        unrealized gains (losses)                                                                                       
        on investments                              10,271,543          (2,332,969)     (12,135,702)        (16,697,781)
                                           -------------------- ------------------- ---------------- -------------------
     Net increase (decrease) in net assets                                                                              
        resulting from operations                 $ 10,137,640        $ (2,959,292)   $ (14,023,220)      $ (14,362,430)
                                           ==================== =================== ================ ===================

(a) For the period May 2, 2011 to December 31, 2011.                            

The accompanying notes are an integral part of these financial statements.      

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                                                        [Enlarge/Download Table]
                                                                                                                      
                                                                                                                      
       MIST SSGA    MIST T. ROWE PRICE    MIST T. ROWE PRICE    MIST THIRD AVENUE       MIST TURNER    MIST VAN KAMPEN
      GROWTH ETF       LARGE CAP VALUE        MID CAP GROWTH      SMALL CAP VALUE    MID CAP GROWTH           COMSTOCK
     SUB-ACCOUNT           SUB-ACCOUNT           SUB-ACCOUNT          SUB-ACCOUNT       SUB-ACCOUNT        SUB-ACCOUNT
---------------- --------------------- --------------------- -------------------- ----------------- ------------------
  $   6,115,664           $ 3,767,843                  $ --          $ 3,488,824              $ --        $ 2,811,648 
---------------- --------------------- --------------------- -------------------- ----------------- ------------------
      5,066,271             7,262,842             6,123,198            4,341,109         1,231,450          3,204,789 
        975,344               926,943             1,137,305              774,364           225,079            641,685 
---------------- --------------------- --------------------- -------------------- ----------------- ------------------
      6,041,615             8,189,785             7,260,503            5,115,473         1,456,529          3,846,474 
---------------- --------------------- --------------------- -------------------- ----------------- ------------------
         74,049            (4,421,942)           (7,260,503)          (1,626,649)       (1,456,529)        (1,034,826)
---------------- --------------------- --------------------- -------------------- ----------------- ------------------
             --                    --            12,070,995                   --                --                 -- 
      2,402,527            (7,384,308)            6,453,242            1,034,386         1,449,705            900,637 
---------------- --------------------- --------------------- -------------------- ----------------- ------------------
      2,402,527            (7,384,308)           18,524,237            1,034,386         1,449,705            900,637 
---------------- --------------------- --------------------- -------------------- ----------------- ------------------
    (19,223,624)          (17,691,215)          (28,498,595)         (33,815,082)       (8,573,460)        (8,468,416)
---------------- --------------------- --------------------- -------------------- ----------------- ------------------
    (16,821,097)          (25,075,523)           (9,974,358)         (32,780,696)       (7,123,755)        (7,567,779)
---------------- --------------------- --------------------- -------------------- ----------------- ------------------
$   (16,747,048)        $ (29,497,465)        $ (17,234,861)       $ (34,407,345)     $ (8,580,284)      $ (8,602,605)
================ ===================== ===================== ==================== ================= ==================

The accompanying notes are an integral part of these financial statements.      

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METLIFE INVESTORS USA SEPARATE ACCOUNT A                                        
OF METLIFE INVESTORS USA INSURANCE COMPANY                                      
STATEMENTS OF OPERATIONS -- (CONTINUED)                                         
FOR THE YEAR ENDED DECEMBER 31, 2011                                            

                                                        [Enlarge/Download Table]
                                                                                                                    
                                                                                                                    
                                                                       MSF BARCLAYS                                 
                                                     MSF ARTIO    CAPITAL AGGREGATE MSF BLACKROCK   MSF BLACKROCK   
                                           INTERNATIONAL STOCK           BOND INDEX   BOND INCOME LARGE CAP VALUE   
                                                   SUB-ACCOUNT          SUB-ACCOUNT   SUB-ACCOUNT     SUB-ACCOUNT   
                                           ---------------------- ----------------- ------------- ------------------
INVESTMENT INCOME:                                                                                                  
     Dividends                                        $ 55,506          $ 3,690,813   $ 1,911,718        $ 34,801   
                                           ---------------------- ----------------- ------------- ------------------
EXPENSES:                                                                                                           
     Mortality and expense risk and                                                                                 
        other charges                                   47,767            1,479,246       751,736          39,841   
     Administrative charges                              8,206              263,622       109,750              --   
                                           ---------------------- ----------------- ------------- ------------------
        Total expenses                                  55,973            1,742,868       861,486          39,841   
                                           ---------------------- ----------------- ------------- ------------------
           Net investment income (loss)                   (467)           1,947,945     1,050,232          (5,040)  
                                           ---------------------- ----------------- ------------- ------------------
NET REALIZED AND CHANGE IN                                                                                          
  UNREALIZED GAINS (LOSSES)                                                                                         
  ON INVESTMENTS:                                                                                                   
     Realized gain distributions                            --                   --            --              --   
     Realized gains (losses) on sale of                                                                             
        investments                                   (261,978)             315,491       209,734         (83,604)  
                                           ---------------------- ----------------- ------------- ------------------
           Net realized gains (losses)                (261,978)             315,491       209,734         (83,604)  
                                           ---------------------- ----------------- ------------- ------------------
     Change in unrealized gains (losses)                                                                            
        on investments                                (504,227)           4,224,865     1,003,839         126,889   
                                           ---------------------- ----------------- ------------- ------------------
     Net realized and change in                                                                                     
        unrealized gains (losses)                                                                                   
        on investments                                (766,205)           4,540,356     1,213,573          43,285   
                                           ---------------------- ----------------- ------------- ------------------
     Net increase (decrease) in net assets                                                                          
        resulting from operations                   $ (766,672)         $ 6,488,301   $ 2,263,805        $ 38,245   
                                           ====================== ================= ============= ==================

(a) For the period May 2, 2011 to December 31, 2011.                            

The accompanying notes are an integral part of these financial statements.      

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                                                        [Enlarge/Download Table]
                                                                                                           
                                                                                                           
     MSF BLACKROCK                                                                                         
  LEGACY LARGE CAP    MSF BLACKROCK        MSF DAVIS           MSF FI    MSF JENNISON    MSF LOOMIS SAYLES 
            GROWTH     MONEY MARKET    VENTURE VALUE    VALUE LEADERS          GROWTH       SMALL CAP CORE 
       SUB-ACCOUNT      SUB-ACCOUNT      SUB-ACCOUNT      SUB-ACCOUNT     SUB-ACCOUNT          SUB-ACCOUNT 
------------------- ---------------- ---------------- ---------------- --------------- --------------------
          $ 19,452             $ --      $ 6,227,875         $ 49,540       $ 141,295                 $ -- 
------------------- ---------------- ---------------- ---------------- --------------- --------------------
           166,353        8,087,581        8,376,937           74,185       3,385,040              140,438 
            25,914        1,492,129        1,512,147           12,202         619,009               23,379 
------------------- ---------------- ---------------- ---------------- --------------- --------------------
           192,267        9,579,710        9,889,084           86,387       4,004,049              163,817 
------------------- ---------------- ---------------- ---------------- --------------- --------------------
          (172,815)      (9,579,710)      (3,661,209)         (36,847)     (3,862,754)            (163,817)
------------------- ---------------- ---------------- ---------------- --------------- --------------------
                --               --               --               --              --                   -- 
           528,200               --        3,865,479         (166,827)      4,303,744              236,293 
------------------- ---------------- ---------------- ---------------- --------------- --------------------
           528,200               --        3,865,479         (166,827)      4,303,744              236,293 
------------------- ---------------- ---------------- ---------------- --------------- --------------------
        (1,851,168)              --      (37,130,418)        (198,036)     (4,175,864)            (316,577)
------------------- ---------------- ---------------- ---------------- --------------- --------------------
        (1,322,968)              --      (33,264,939)        (364,863)        127,880              (80,284)
------------------- ---------------- ---------------- ---------------- --------------- --------------------
      $ (1,495,783)    $ (9,579,710)   $ (36,926,148)      $ (401,710)   $ (3,734,874)          $ (244,101)
=================== ================ ================ ================ =============== ====================

The accompanying notes are an integral part of these financial statements.      

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METLIFE INVESTORS USA SEPARATE ACCOUNT A                                        
OF METLIFE INVESTORS USA INSURANCE COMPANY                                      
STATEMENTS OF OPERATIONS -- (CONTINUED)                                         
FOR THE YEAR ENDED DECEMBER 31, 2011                                            

                                                        [Enlarge/Download Table]
                                                                                                                            
                                                                                                                            
                                                                MSF MET/DIMENSIONAL     MSF METLIFE            MSF METLIFE  
                                             MSF MET/ARTISAN    INTERNATIONAL SMALL    CONSERVATIVE        CONSERVATIVE TO  
                                               MID CAP VALUE                COMPANY      ALLOCATION    MODERATE ALLOCATION  
                                                 SUB-ACCOUNT            SUB-ACCOUNT     SUB-ACCOUNT            SUB-ACCOUNT  
                                           ------------------- ---------------------- --------------- ----------------------
INVESTMENT INCOME:                                                                                                          
     Dividends                                   $ 1,741,269              $ 907,526       $ 236,324              $ 171,242  
                                           ------------------- ---------------------- --------------- ----------------------
EXPENSES:                                                                                                                   
     Mortality and expense risk and                                                                                         
        other charges                              3,029,553                627,146         143,834                120,041  
     Administrative charges                          516,341                116,420          24,820                 19,954  
                                           ------------------- ---------------------- --------------- ----------------------
        Total expenses                             3,545,894                743,566         168,654                139,995  
                                           ------------------- ---------------------- --------------- ----------------------
           Net investment income (loss)           (1,804,625)               163,960          67,670                 31,247  
                                           ------------------- ---------------------- --------------- ----------------------
NET REALIZED AND CHANGE IN                                                                                                  
  UNREALIZED GAINS (LOSSES)                                                                                                 
  ON INVESTMENTS:                                                                                                           
     Realized gain distributions                          --              1,730,699              --                     --  
     Realized gains (losses) on sale of                                                                                     
        investments                               (4,721,063)               198,540         122,681                249,879  
                                           ------------------- ---------------------- --------------- ----------------------
           Net realized gains (losses)            (4,721,063)             1,929,239         122,681                249,879  
                                           ------------------- ---------------------- --------------- ----------------------
     Change in unrealized gains (losses)                                                                                    
        on investments                            16,718,666            (11,314,641)        (26,700)              (318,879) 
                                           ------------------- ---------------------- --------------- ----------------------
     Net realized and change in                                                                                             
        unrealized gains (losses)                                                                                           
        on investments                            11,997,603             (9,385,402)         95,981                (69,000) 
                                           ------------------- ---------------------- --------------- ----------------------
     Net increase (decrease) in net assets                                                                                  
        resulting from operations               $ 10,192,978           $ (9,221,442)      $ 163,651              $ (37,753) 
                                           =================== ====================== =============== ======================

(a) For the period May 2, 2011 to December 31, 2011.                            

The accompanying notes are an integral part of these financial statements.      

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                                                           MSF METLIFE                                                     
           MSF METLIFE            MSF METLIFE              MODERATE TO     MSF METLIFE                 MSF                 
   MID CAP STOCK INDEX    MODERATE ALLOCATION    AGGRESSIVE ALLOCATION     STOCK INDEX    MFS TOTAL RETURN    MSF MFS VALUE
           SUB-ACCOUNT            SUB-ACCOUNT              SUB-ACCOUNT     SUB-ACCOUNT         SUB-ACCOUNT      SUB-ACCOUNT
---------------------- ---------------------- ------------------------ --------------- ------------------- ----------------
            $ 550,689              $ 721,556                $ 789,069     $ 5,548,456         $ 1,033,373        $ 709,258 
---------------------- ---------------------- ------------------------ --------------- ------------------- ----------------
            1,022,609                700,010                  813,281       5,337,683             540,834          663,152 
              139,132                118,116                  137,443         752,089              71,662           97,445 
---------------------- ---------------------- ------------------------ --------------- ------------------- ----------------
            1,161,741                818,126                  950,724       6,089,772             612,496          760,597 
---------------------- ---------------------- ------------------------ --------------- ------------------- ----------------
             (611,052)               (96,570)                (161,655)       (541,316)            420,877          (51,339)
---------------------- ---------------------- ------------------------ --------------- ------------------- ----------------
            3,157,993                     --                       --       2,271,145                  --               -- 
              518,373                 92,206                 (336,754)      3,950,861            (473,539)         110,867 
---------------------- ---------------------- ------------------------ --------------- ------------------- ----------------
            3,676,366                 92,206                 (336,754)      6,222,006            (473,539)         110,867 
---------------------- ---------------------- ------------------------ --------------- ------------------- ----------------
           (6,803,063)            (1,412,843)              (2,412,130)     (6,858,838)            350,834         (361,758)
---------------------- ---------------------- ------------------------ --------------- ------------------- ----------------
           (3,126,697)            (1,320,637)              (2,748,884)       (636,832)           (122,705)        (250,891)
---------------------- ---------------------- ------------------------ --------------- ------------------- ----------------
         $ (3,737,749)          $ (1,417,207)            $ (2,910,539)   $ (1,178,148)          $ 298,172       $ (302,230)
====================== ====================== ======================== =============== =================== ================

The accompanying notes are an integral part of these financial statements.      

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METLIFE INVESTORS USA SEPARATE ACCOUNT A                                        
OF METLIFE INVESTORS USA INSURANCE COMPANY                                      
STATEMENTS OF OPERATIONS -- (CONTINUED)                                         
FOR THE YEAR ENDED DECEMBER 31, 2011                                            

                                                        [Enlarge/Download Table]
                                                                                                                      
                                                                                                                      
                                                                                      MSF NEUBERGER                   
                                              MSF MORGAN STANLEY     MSF NEUBERGER           BERMAN    MSF OPPENHEIMER
                                                      EAFE INDEX    BERMAN GENESIS    MID CAP VALUE      GLOBAL EQUITY
                                                     SUB-ACCOUNT       SUB-ACCOUNT      SUB-ACCOUNT        SUB-ACCOUNT
                                           --------------------- ----------------- ---------------- ------------------
INVESTMENT INCOME:                                                                                                    
     Dividends                                      $ 1,548,769          $ 76,218         $ 17,362          $ 190,404 
                                           --------------------- ----------------- ---------------- ------------------
EXPENSES:                                                                                                             
     Mortality and expense risk and                                                                                   
        other charges                                   900,193           140,992           47,877            130,087 
     Administrative charges                             131,738               768            8,109             26,569 
                                           --------------------- ----------------- ---------------- ------------------
        Total expenses                                1,031,931           141,760           55,986            156,656 
                                           --------------------- ----------------- ---------------- ------------------
           Net investment income (loss)                 516,838           (65,542)         (38,624)            33,748 
                                           --------------------- ----------------- ---------------- ------------------
NET REALIZED AND CHANGE IN                                                                                            
  UNREALIZED GAINS (LOSSES)                                                                                           
  ON INVESTMENTS:                                                                                                     
     Realized gain distributions                             --                --               --                 -- 
     Realized gains (losses) on sale of                                                                               
        investments                                    (214,534)         (367,718)          11,924             32,088 
                                           --------------------- ----------------- ---------------- ------------------
           Net realized gains (losses)                 (214,534)         (367,718)          11,924             32,088 
                                           --------------------- ----------------- ---------------- ------------------
     Change in unrealized gains (losses)                                                                              
        on investments                              (11,175,105)          835,096         (341,843)        (1,057,952)
                                           --------------------- ----------------- ---------------- ------------------
     Net realized and change in                                                                                       
        unrealized gains (losses)                                                                                     
        on investments                              (11,389,639)          467,378         (329,919)        (1,025,864)
                                           --------------------- ----------------- ---------------- ------------------
     Net increase (decrease) in net assets                                                                            
        resulting from operations                 $ (10,872,801)        $ 401,836       $ (368,543)        $ (992,116)
                                           ===================== ================= ================ ==================

(a) For the period May 2, 2011 to December 31, 2011.                            

The accompanying notes are an integral part of these financial statements.      

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                                                                     MSF VAN ECK    MSF WESTERN ASSET                     
                 MSF    MSF T. ROWE PRICE    MSF T. ROWE PRICE    GLOBAL NATURAL           MANAGEMENT    NEUBERGER BERMAN 
  RUSSELL 2000 INDEX     LARGE CAP GROWTH     SMALL CAP GROWTH         RESOURCES      U.S. GOVERNMENT             GENESIS 
         SUB-ACCOUNT          SUB-ACCOUNT          SUB-ACCOUNT       SUB-ACCOUNT          SUB-ACCOUNT         SUB-ACCOUNT 
--------------------- -------------------- -------------------- ----------------- -------------------- -------------------
           $ 517,942                 $ --                 $ --       $ 1,119,297          $ 2,915,549                $ 75 
--------------------- -------------------- -------------------- ----------------- -------------------- -------------------
             800,605               19,744              115,982         1,327,772            3,019,659                  78 
             128,422                3,624               12,249           254,423              604,533                  -- 
--------------------- -------------------- -------------------- ----------------- -------------------- -------------------
             929,027               23,368              128,231         1,582,195            3,624,192                  78 
--------------------- -------------------- -------------------- ----------------- -------------------- -------------------
            (411,085)             (23,368)            (128,231)         (462,898)            (708,643)                 (3)
--------------------- -------------------- -------------------- ----------------- -------------------- -------------------
                  --                   --                   --         9,644,428            7,909,122                 165 
             817,885               50,572              674,320           (27,071)              78,138                 545 
--------------------- -------------------- -------------------- ----------------- -------------------- -------------------
             817,885               50,572              674,320         9,617,357            7,987,260                 710 
--------------------- -------------------- -------------------- ----------------- -------------------- -------------------
          (4,414,923)             (71,297)            (496,604)      (31,541,279)           1,445,269                (351)
--------------------- -------------------- -------------------- ----------------- -------------------- -------------------
          (3,597,038)             (20,725)             177,716       (21,923,922)           9,432,529                 359 
--------------------- -------------------- -------------------- ----------------- -------------------- -------------------
        $ (4,008,123)           $ (44,093)            $ 49,485     $ (22,386,820)         $ 8,723,886               $ 356 
===================== ==================== ==================== ================= ==================== ===================

The accompanying notes are an integral part of these financial statements.      

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METLIFE INVESTORS USA SEPARATE ACCOUNT A                                        
OF METLIFE INVESTORS USA INSURANCE COMPANY                                      
STATEMENTS OF OPERATIONS -- (CONTINUED)                                         
FOR THE YEAR ENDED DECEMBER 31, 2011                                            

                                                        [Enlarge/Download Table]
                                                                                                                        
                                                                                                                        
                                                                   OPPENHEIMER VA      OPPENHEIMER VA                   
                                               OPPENHEIMER VA              GLOBAL         MAIN STREET    OPPENHEIMER VA 
                                                    CORE BOND    STRATEGIC INCOME    SMALL- & MID-CAP       MAIN STREET 
                                                  SUB-ACCOUNT         SUB-ACCOUNT         SUB-ACCOUNT       SUB-ACCOUNT 
                                           ------------------- ------------------- ------------------- -----------------
INVESTMENT INCOME:                                                                                                      
     Dividends                                          $ 588               $ 133           $ 276,384           $ 1,404 
                                           ------------------- ------------------- ------------------- -----------------
EXPENSES:                                                                                                               
     Mortality and expense risk and                                                                                     
        other charges                                     141                  57             851,220             1,539 
     Administrative charges                                --                  --             192,728                -- 
                                           ------------------- ------------------- ------------------- -----------------
        Total expenses                                    141                  57           1,043,948             1,539 
                                           ------------------- ------------------- ------------------- -----------------
           Net investment income (loss)                   447                  76            (767,564)             (135)
                                           ------------------- ------------------- ------------------- -----------------
NET REALIZED AND CHANGE IN                                                                                              
  UNREALIZED GAINS (LOSSES)                                                                                             
  ON INVESTMENTS:                                                                                                       
     Realized gain distributions                           --                  51                  --                -- 
     Realized gains (losses) on sale of                                                                                 
        investments                                      (199)                  7             203,212               433 
                                           ------------------- ------------------- ------------------- -----------------
           Net realized gains (losses)                   (199)                 58             203,212               433 
                                           ------------------- ------------------- ------------------- -----------------
     Change in unrealized gains (losses)                                                                                
        on investments                                    420                (154)         (2,478,847)           (1,737)
                                           ------------------- ------------------- ------------------- -----------------
     Net realized and change in                                                                                         
        unrealized gains (losses)                                                                                       
        on investments                                    221                 (96)         (2,275,635)           (1,304)
                                           ------------------- ------------------- ------------------- -----------------
     Net increase (decrease) in net assets                                                                              
        resulting from operations                       $ 668               $ (20)       $ (3,043,199)         $ (1,439)
                                           =================== =================== =================== =================

(a) For the period May 2, 2011 to December 31, 2011.                            

The accompanying notes are an integral part of these financial statements.      

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  OPPENHEIMER VA     PIONEER VCT         PIONEER VCT      PIONEER VCT    PIONEER VCT IBBOTSON    PIONEER VCT IBBOTSON 
           MONEY    CULLEN VALUE    EMERGING MARKETS    EQUITY INCOME       GROWTH ALLOCATION     MODERATE ALLOCATION 
     SUB-ACCOUNT     SUB-ACCOUNT         SUB-ACCOUNT      SUB-ACCOUNT             SUB-ACCOUNT             SUB-ACCOUNT 
----------------- --------------- ------------------- ---------------- ----------------------- -----------------------
            $ 11        $ 15,238                $ --          $ 7,468               $ 365,410               $ 676,566 
----------------- --------------- ------------------- ---------------- ----------------------- -----------------------
           1,612          26,199              12,074            5,131                 263,900                 350,218 
              --           5,234               2,184              917                  47,009                  67,832 
----------------- --------------- ------------------- ---------------- ----------------------- -----------------------
           1,612          31,433              14,258            6,048                 310,909                 418,050 
----------------- --------------- ------------------- ---------------- ----------------------- -----------------------
          (1,601)        (16,195)            (14,258)           1,420                  54,501                 258,516 
----------------- --------------- ------------------- ---------------- ----------------------- -----------------------
              --              --                  --               --                      --                      -- 
              --          66,099             130,082           25,366                 570,575                 478,836 
----------------- --------------- ------------------- ---------------- ----------------------- -----------------------
              --          66,099             130,082           25,366                 570,575                 478,836 
----------------- --------------- ------------------- ---------------- ----------------------- -----------------------
              --        (151,331)           (342,409)          (8,175)             (1,522,642)             (1,687,092)
----------------- --------------- ------------------- ---------------- ----------------------- -----------------------
              --         (85,232)           (212,327)          17,191                (952,067)             (1,208,256)
----------------- --------------- ------------------- ---------------- ----------------------- -----------------------
        $ (1,601)     $ (101,427)         $ (226,585)        $ 18,611              $ (897,566)             $ (949,740)
================= =============== =================== ================ ======================= =======================

The accompanying notes are an integral part of these financial statements.      

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METLIFE INVESTORS USA SEPARATE ACCOUNT A                                        
OF METLIFE INVESTORS USA INSURANCE COMPANY                                      
STATEMENTS OF OPERATIONS -- (CONCLUDED)                                         
FOR THE YEAR ENDED DECEMBER 31, 2011                                            

                                                        [Enlarge/Download Table]
                                                                                                                           
                                                                                                                           
                                                 PIONEER VCT           PIONEER VCT    T. ROWE PRICE          T. ROWE PRICE 
                                               MID CAP VALUE    REAL ESTATE SHARES     GROWTH STOCK    INTERNATIONAL STOCK 
                                                 SUB-ACCOUNT           SUB-ACCOUNT      SUB-ACCOUNT            SUB-ACCOUNT 
                                           ------------------ --------------------- ---------------- ----------------------
INVESTMENT INCOME:                                                                                                         
     Dividends                                     $ 314,721               $ 5,109          $ 1,350               $ 10,170 
                                           ------------------ --------------------- ---------------- ----------------------
EXPENSES:                                                                                                                  
     Mortality and expense risk and                                                                                        
        other charges                                574,581                 3,029           60,632                  7,506 
     Administrative charges                          122,176                   561               --                     -- 
                                           ------------------ --------------------- ---------------- ----------------------
        Total expenses                               696,757                 3,590           60,632                  7,506 
                                           ------------------ --------------------- ---------------- ----------------------
           Net investment income (loss)             (382,036)                1,519          (59,282)                 2,664 
                                           ------------------ --------------------- ---------------- ----------------------
NET REALIZED AND CHANGE IN                                                                                                 
  UNREALIZED GAINS (LOSSES)                                                                                                
  ON INVESTMENTS:                                                                                                          
     Realized gain distributions                          --                    --               --                     -- 
     Realized gains (losses) on sale of                                                                                    
        investments                                 (196,587)               38,424          190,162                  7,435 
                                           ------------------ --------------------- ---------------- ----------------------
           Net realized gains (losses)              (196,587)               38,424          190,162                  7,435 
                                           ------------------ --------------------- ---------------- ----------------------
     Change in unrealized gains (losses)                                                                                   
        on investments                            (3,104,961)              (16,981)        (236,045)              (113,333)
                                           ------------------ --------------------- ---------------- ----------------------
     Net realized and change in                                                                                            
        unrealized gains (losses)                                                                                          
        on investments                            (3,301,548)               21,443          (45,883)              (105,898)
                                           ------------------ --------------------- ---------------- ----------------------
     Net increase (decrease) in net assets                                                                                 
        resulting from operations               $ (3,683,584)             $ 22,962       $ (105,165)            $ (103,234)
                                           ================== ===================== ================ ======================

(a) For the period May 2, 2011 to December 31, 2011.                            

The accompanying notes are an integral part of these financial statements.      

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  T. ROWE PRICE                         
  PRIME RESERVE    UIF U.S. REAL ESTATE 
    SUB-ACCOUNT             SUB-ACCOUNT 
---------------- -----------------------
          $ 138               $ 630,905 
---------------- -----------------------
         10,109                 902,788 
             --                 185,328 
---------------- -----------------------
         10,109               1,088,116 
---------------- -----------------------
         (9,971)               (457,211)
---------------- -----------------------
             --                      -- 
             --              (1,101,621)
---------------- -----------------------
             --              (1,101,621)
---------------- -----------------------
             --               4,597,096 
---------------- -----------------------
             --               3,495,475 
---------------- -----------------------
       $ (9,971)            $ 3,038,264 
================ =======================

The accompanying notes are an integral part of these financial statements.      

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METLIFE INVESTORS USA SEPARATE ACCOUNT A                                        
OF METLIFE INVESTORS USA INSURANCE COMPANY                                      
STATEMENTS OF CHANGES IN NET ASSETS                                             
FOR THE YEARS ENDED DECEMBER 31, 2011 AND 2010                                  

                                                        [Enlarge/Download Table]
                                                                                                                                 
                                                                                                                                 
                                             ALGER SMALL CAP GROWTH            AMERICAN FUNDS BOND  AMERICAN FUNDS GLOBAL GROWTH 
                                                        SUB-ACCOUNT                    SUB-ACCOUNT                   SUB-ACCOUNT 
                                    ------------------------------- ------------------------------ ----------------------------- 
                                              2011            2010           2011            2010           2011           2010  
                                    ----------------- ------------- ---------------- ------------- ---------------- ------------ 
INCREASE (DECREASE) IN NET ASSETS:                                                                                               
FROM OPERATIONS:                                                                                                                 
  Net investment income (loss)       $    (758,722)   $   (711,530) $     2,043,442  $  1,503,647  $    (261,336)   $     62,593 
  Net realized gains (losses)              589,725        (350,422)         133,811        71,340        139,485        (242,233)
  Change in unrealized gains                                                                                                     
     (losses) on investments            (2,252,972)     12,464,995        2,454,102     1,549,414    (21,700,254)     18,852,792 
                                    ----------------- ------------- ---------------- ------------- ---------------- ------------ 
     Net increase (decrease)                                                                                                     
       in net assets resulting                                                                                                   
       from operations                  (2,421,969)     11,403,043        4,631,355     3,124,401    (21,822,105)     18,673,152 
                                    ----------------- ------------- ---------------- ------------- ---------------- ------------ 
CONTRACT TRANSACTIONS:                                                                                                           
  Purchase payments received                                                                                                     
     from contract owners                2,195,218       2,401,744       26,822,933    23,293,244     38,770,989      31,999,173 
  Net transfers (including fixed                                                                                                 
     account)                           (2,247,756)     (1,760,881)       5,124,082     6,626,017     (3,648,129)      1,300,586 
  Contract charges                          (9,537)        (11,016)        (691,655)     (386,206)    (1,345,286)       (988,637)
  Transfers for contract benefits                                                                                                
     and terminations                   (4,301,291)     (5,259,755)      (5,392,500)   (3,667,017)   (13,936,933)     (9,981,482)
                                    ----------------- ------------- ---------------- ------------- ---------------- ------------ 
     Net increase (decrease)                                                                                                     
       in net assets resulting                                                                                                   
       from contract transactions       (4,363,366)     (4,629,908)      25,862,860    25,866,038     19,840,641      22,329,640 
                                    ----------------- ------------- ---------------- ------------- ---------------- ------------ 
     Net increase (decrease)                                                                                                     
       in net assets                    (6,785,335)      6,773,135       30,494,215    28,990,439     (1,981,464)     41,002,792 
NET ASSETS:                                                                                                                      
  Beginning of year                     58,325,342      51,552,207       86,203,052    57,212,613    202,441,649     161,438,857 
                                    ----------------- ------------- ---------------- ------------- ---------------- ------------ 
  End of year                         $ 51,540,007    $ 58,325,342  $   116,697,267  $ 86,203,052  $ 200,460,185    $202,441,649 
                                    ================= ============= ================ ============= ================ ============ 

(a) For the period March 15, 2010 to December 31, 2010.                         

(b) For the period May 2, 2011 to December 31, 2011.                            

(c) For the period May 3, 2010 to December 31, 2010.                            

The accompanying notes are an integral part of these financial statements.      

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                  AMERICAN FUNDS                                                                                                   
     GLOBAL SMALL CAPITALIZATION             AMERICAN FUNDS GROWTH      AMERICAN FUNDS GROWTH-INCOME           DWS I INTERNATIONAL 
                     SUB-ACCOUNT                       SUB-ACCOUNT                       SUB-ACCOUNT                   SUB-ACCOUNT 
--------------------------------- --------------------------------- --------------------------------- -----------------------------
        2011            2010             2011             2010              2011             2010            2011          2010    
----------------- --------------- ---------------- ---------------- ---------------- ---------------- --------------- -------------
  $    (14,877)    $     262,137   $   (5,010,575)  $   (3,431,734)  $      261,058    $      54,092   $      91,330  $    171,534 
      (139,499)         (620,368)         744,451         (567,706)        (342,536)        (942,084)       (869,544)     (987,076)
   (18,293,274)       13,607,870      (30,897,273)      84,253,153       (9,057,767)      24,414,298      (2,685,393)      751,044 
----------------- --------------- ---------------- ---------------- ---------------- ---------------- --------------- -------------
   (18,447,650)       13,249,639      (35,163,397)      80,253,713       (9,139,245)      23,526,306      (3,463,607)      (64,498)
----------------- --------------- ---------------- ---------------- ---------------- ---------------- --------------- -------------
    19,626,995        15,736,532      115,426,011      107,355,899       42,544,277       42,925,104         950,444     1,099,752 
       398,603        (1,915,026)     (29,884,170)      (6,071,807)      (5,609,275)      (1,498,795)     (1,144,150)     (923,121)
      (427,554)         (292,049)      (4,084,418)      (2,705,735)      (1,707,745)      (1,248,617)         (2,577)       (3,204)
    (4,931,431)       (4,804,773)     (37,670,320)     (29,767,957)     (20,211,054)     (16,881,959)     (1,643,588)   (1,991,327)
----------------- --------------- ---------------- ---------------- ---------------- ---------------- --------------- -------------
    14,666,613         8,724,684       43,787,103       68,810,400       15,016,203       23,295,733      (1,839,871)   (1,817,900)
----------------- --------------- ---------------- ---------------- ---------------- ---------------- --------------- -------------
    (3,781,037)       21,974,323        8,623,706      149,064,113        5,876,958       46,822,039      (5,303,478)   (1,882,398)
    80,582,925        58,608,602      568,813,924      419,749,811      266,511,951      219,689,912      20,962,763    22,845,161 
----------------- --------------- ---------------- ---------------- ---------------- ---------------- --------------- -------------
  $ 76,801,888     $  80,582,925   $  577,437,630   $  568,813,924   $  272,388,909    $ 266,511,951   $  15,659,285  $ 20,962,763 
================= =============== ================ ================ ================ ================ =============== =============

The accompanying notes are an integral part of these financial statements.      

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METLIFE INVESTORS USA SEPARATE ACCOUNT A                                        
OF METLIFE INVESTORS USA INSURANCE COMPANY                                      
STATEMENTS OF CHANGES IN NET ASSETS -- (CONTINUED)                              
FOR THE YEARS ENDED DECEMBER 31, 2011 AND 2010                                  

                                                        [Enlarge/Download Table]
                                                                                                                             
                                                                                                                             
                                          FEDERATED HIGH INCOME BOND       FEDERATED KAUFMAN    FEDERATED MANAGED VOLATILITY 
                                                         SUB-ACCOUNT             SUB-ACCOUNT                     SUB-ACCOUNT 
                                    --------------------------------- ----------------------- -------------------------------
                                             2011            2010        2011       2010 (a)      2011           2010 (a)    
                                    ------------------ -------------- ----------- ----------- ---------- --------------------
INCREASE (DECREASE) IN NET ASSETS:                                                                                           
FROM OPERATIONS:                                                                                                             
  Net investment income                  $    2,191     $    1,812     $   (200)  $     (834)  $    394       $       (139)  
  Net realized gains (losses)                   (29)           (31)         289          (21)       506                (39)  
  Change in unrealized gains                                                                                                 
     (losses) on investments                 (1,062)         1,676      (11,209)      10,091       (338)             1,123   
                                    ------------------ -------------- ----------- ----------- ---------- --------------------
     Net increase (decrease)                                                                                                 
       in net assets resulting                                                                                               
       from operations                        1,100          3,457      (11,120)       9,236        562                945   
                                    ------------------ -------------- ----------- ----------- ---------- --------------------
CONTRACT TRANSACTIONS:                                                                                                       
  Purchase payments received                                                                                                 
     from contract owners                        --             --           --           --         --                 --   
  Net transfers (including fixed                                                                                             
     account)                                    --             --           --       76,417         --             18,638   
  Contract charges                               --             --           --           --         --                 --   
  Transfers for contract benefits                                                                                            
     and terminations                          (148)          (137)     (10,300)      (5,779)    (5,250)            (5,725)  
                                    ------------------ -------------- ----------- ----------- ---------- --------------------
     Net increase (decrease)                                                                                                 
       in net assets resulting                                                                                               
       from contract transactions              (148)          (137)     (10,300)      70,638     (5,250)            12,913   
                                    ------------------ -------------- ----------- ----------- ---------- --------------------
     Net increase (decrease)                                                                                                 
       in net assets                            952          3,320      (21,420)      79,874     (4,688)            13,858   
NET ASSETS:                                                                                                                  
  Beginning of year                          29,620         26,300       79,874           --     13,858                 --   
                                    ------------------ -------------- ----------- ----------- ---------- --------------------
  End of year                            $   30,572     $   29,620     $ 58,454    $  79,874   $  9,170       $      13,858  
                                    ================== ============== =========== =========== ========== ====================

(a) For the period March 15, 2010 to December 31, 2010.                         

(b) For the period May 2, 2011 to December 31, 2011.                            

(c) For the period May 3, 2010 to December 31, 2010.                            

The accompanying notes are an integral part of these financial statements.      

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     FIDELITY VIP ASSET MANAGER           FIDELITY VIP CONTRAFUND    FIDELITY VIP EQUITY-INCOME     FIDELITY VIP FUNDSMANAGER 60%   
                    SUB-ACCOUNT                       SUB-ACCOUNT                   SUB-ACCOUNT                       SUB-ACCOUNT   
---------------------------------- --------------------------------- ----------------------------- ---------------------------------
          2011             2010             2011             2010           2011           2010             2011             2010   
----------------- ---------------- ---------------- ---------------- -------------- -------------- ---------------- ----------------
  $    511,945     $    303,216     $  (1,296,078)   $    (350,918)   $    58,837    $    21,440    $      600,418   $    3,900,321 
      (114,708)      (1,337,144)          324,914       (2,817,261)      (193,847)      (368,831)        5,666,461        2,447,161 
    (3,867,894)      12,924,187       (14,734,080)      54,045,265        111,818      1,122,280       (97,698,668)      84,722,208 
----------------- ---------------- ---------------- ---------------- -------------- -------------- ---------------- ----------------
    (3,470,657)      11,890,259       (15,705,244)      50,877,086        (23,192)       774,889       (91,431,789)      91,069,690 
----------------- ---------------- ---------------- ---------------- -------------- -------------- ---------------- ----------------
     2,242,677        2,625,696        66,896,925       48,392,314         11,403         42,332           325,716          605,734 
    (2,633,327)      (3,532,576)      (11,240,997)      (4,433,949)      (133,527)      (216,013)    1,556,302,089    1,058,443,175 
       (15,697)         (17,088)       (1,174,938)        (680,969)            --             --                --               -- 
   (10,836,548)     (11,293,877)      (29,990,377)     (27,989,530)      (715,517)      (789,438)      (50,193,438)      (9,735,236)
----------------- ---------------- ---------------- ---------------- -------------- -------------- ---------------- ----------------
   (11,242,895)     (12,217,845)       24,490,613       15,287,866       (837,641)      (963,119)    1,506,434,367    1,049,313,673 
----------------- ---------------- ---------------- ---------------- -------------- -------------- ---------------- ----------------
   (14,713,552)        (327,586)        8,785,369       66,164,952       (860,833)      (188,230)    1,415,002,578    1,140,383,363 
   101,784,889      102,112,475       379,741,596      313,576,644      6,350,751      6,538,981     1,176,598,687       36,215,324 
----------------- ---------------- ---------------- ---------------- -------------- -------------- ---------------- ----------------
  $ 87,071,337     $101,784,889     $ 388,526,965    $ 379,741,596    $ 5,489,918    $ 6,350,751    $2,591,601,265   $1,176,598,687 
================= ================ ================ ================ ============== ============== ================ ================

The accompanying notes are an integral part of these financial statements.      

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METLIFE INVESTORS USA SEPARATE ACCOUNT A                                        
OF METLIFE INVESTORS USA INSURANCE COMPANY                                      
STATEMENTS OF CHANGES IN NET ASSETS -- (CONTINUED)                              
FOR THE YEARS ENDED DECEMBER 31, 2011 AND 2010                                  

                                                        [Enlarge/Download Table]
                                                                                                                                    
                                                                                                                                    
                                                 FIDELITY VIP GROWTH          FIDELITY VIP INDEX 500           FIDELITY VIP MID CAP 
                                                         SUB-ACCOUNT                     SUB-ACCOUNT                    SUB-ACCOUNT 
                                    ----------------------------------- ------------------------------- ----------------------------
                                             2011             2010            2011            2010            2011         2010     
                                    ------------------ ---------------- --------------- --------------- ------------- --------------
INCREASE (DECREASE) IN NET ASSETS:                                                                                                  
FROM OPERATIONS:                                                                                                                    
  Net investment income              $   (1,417,890)    $ (1,406,064)    $   340,934     $   349,575    $ (2,971,340) $  (1,744,848)
  Net realized gains (losses)               884,027       (2,035,626)      1,978,834         747,147         601,363        558,154 
  Change in unrealized gains                                                                                                        
     (losses) on investments               (550,967)      30,948,642      (1,800,840)      7,212,312     (27,710,709)    36,279,089 
                                    ------------------ ---------------- --------------- --------------- ------------- --------------
     Net increase (decrease)                                                                                                        
       in net assets resulting                                                                                                      
       from operations                   (1,084,830)      27,506,952         518,928       8,309,034     (30,080,686)    35,092,395 
                                    ------------------ ---------------- --------------- --------------- ------------- --------------
CONTRACT TRANSACTIONS:                                                                                                              
  Purchase payments received                                                                                                        
     from contract owners                 4,613,592        5,252,607              --               1      84,544,039     56,263,722 
  Net transfers (including fixed                                                                                                    
     account)                            (5,842,980)      (4,311,860)     (2,671,332)     (2,819,598)      8,245,925       (555,816)
  Contract charges                          (26,150)         (28,747)        (26,798)        (29,920)     (1,401,929)      (681,019)
  Transfers for contract benefits                                                                                                   
     and terminations                   (13,070,427)     (11,675,407)     (6,260,083)     (7,037,362)    (10,852,385)    (6,657,156)
                                    ------------------ ---------------- --------------- --------------- ------------- --------------
     Net increase (decrease)                                                                                                        
       in net assets resulting                                                                                                      
       from contract transactions       (14,325,965)     (10,763,407)     (8,958,213)     (9,886,879)     80,535,650     48,369,731 
                                    ------------------ ---------------- --------------- --------------- ------------- --------------
     Net increase (decrease)                                                                                                        
       in net assets                    (15,410,795)      16,743,545      (8,439,285)     (1,577,845)     50,454,964     83,462,126 
NET ASSETS:                                                                                                                         
  Beginning of year                     147,385,504      130,641,959      68,501,202      70,079,047     187,246,537    103,784,411 
                                    ------------------ ---------------- --------------- --------------- ------------- --------------
  End of year                        $  131,974,709     $147,385,504     $60,061,917     $68,501,202    $237,701,501   $187,246,537 
                                    ================== ================ =============== =============== ============= ==============

(a) For the period March 15, 2010 to December 31, 2010.                         

(b) For the period May 2, 2011 to December 31, 2011.                            

(c) For the period May 3, 2010 to December 31, 2010.                            

The accompanying notes are an integral part of these financial statements.      

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                                                                                                                   FTVIPT FRANKLIN  
       FIDELITY VIP MONEY MARKET           FIDELITY VIP OVERSEAS   FTVIPT FRANKLIN INCOME SECURITIES    SMALL CAP VALUE SECURITIES  
                     SUB-ACCOUNT                     SUB-ACCOUNT                         SUB-ACCOUNT                   SUB-ACCOUNT  
----------------------------------- -------------------------------- --------------------------------- -----------------------------
        2011             2010            2011             2010             2011             2010            2011          2010      
------------------ ---------------- -------------- ----------------- ---------------- ---------------- --------------- -------------
 $   (1,660,100)    $  (1,226,178)   $     5,521    $        7,515    $   8,496,674    $   7,805,972    $   (259,755)   $  (118,159)
             --            49,334       (104,330)         (210,565)        (590,708)        (465,020)        101,526         54,701 
             --                --       (960,730)          839,726       (6,749,757)       9,173,322      (1,417,162)     5,414,279 
------------------ ---------------- -------------- ----------------- ---------------- ---------------- --------------- -------------
     (1,660,100)       (1,176,844)    (1,059,539)          636,676        1,156,209       16,514,274      (1,575,391)     5,350,821 
------------------ ---------------- -------------- ----------------- ---------------- ---------------- --------------- -------------
  1,568,008,145     1,083,470,105        103,836           110,002       45,663,083       31,740,127      23,006,081     10,270,768 
 (1,556,656,184)   (1,061,048,748)       (87,158)         (181,503)      (2,184,733)       5,350,734       1,010,586      1,603,361 
         (4,824)           (5,638)           (67)              (61)      (1,049,154)        (644,646)       (256,017)      (115,372)
     (3,962,238)       (4,468,030)      (559,156)         (581,613)     (13,522,903)     (10,503,367)     (1,198,205)      (596,198)
------------------ ---------------- -------------- ----------------- ---------------- ---------------- --------------- -------------
      7,384,899        17,947,689       (542,545)         (653,175)      28,906,293       25,942,848      22,562,445     11,162,559 
------------------ ---------------- -------------- ----------------- ---------------- ---------------- --------------- -------------
      5,724,799        16,770,845     (1,602,084)          (16,499)      30,062,502       42,457,122      20,987,054     16,513,380 
     67,343,833        50,572,988      6,266,276         6,282,775      176,548,647      134,091,525      29,718,643     13,205,263 
------------------ ---------------- -------------- ----------------- ---------------- ---------------- --------------- -------------
 $   73,068,632     $  67,343,833    $ 4,664,192    $    6,266,276    $ 206,611,149    $ 176,548,647    $ 50,705,697    $29,718,643 
================== ================ ============== ================= ================ ================ =============== =============

The accompanying notes are an integral part of these financial statements.      

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METLIFE INVESTORS USA SEPARATE ACCOUNT A                                        
OF METLIFE INVESTORS USA INSURANCE COMPANY                                      
STATEMENTS OF CHANGES IN NET ASSETS -- (CONTINUED)                              
FOR THE YEARS ENDED DECEMBER 31, 2011 AND 2010                                  

                                                        [Enlarge/Download Table]
                                                                                                                                    
                                                                                                                                    
                                                                                            FTVIPT                            FTVIPT
                                     FTVIPT MUTUAL SHARES SECURITIES  TEMPLETON FOREIGN SECURITIES  TEMPLETON GLOBAL BOND SECURITIES
                                                         SUB-ACCOUNT                   SUB-ACCOUNT                       SUB-ACCOUNT
                                    --------------------------------  ---------------------------- ---------------------------------
                                            2011            2010           2011          2010            2011              2010     
                                    ------------------ -------------  ------------- -------------- ---------------- ----------------
INCREASE (DECREASE) IN NET ASSETS:                                                                                                  
FROM OPERATIONS:                                                                                                                    
  Net investment income               $   1,169,609    $    168,266   $    (74,353)  $    43,547    $   4,852,832     $     25,325  
  Net realized gains (losses)              (500,071)       (385,340)      (516,658)     (879,380)       1,120,261          228,957  
  Change in unrealized gains                                                                                                        
     (losses) on investments             (3,755,460)      9,513,224     (8,701,781)    5,846,879       (9,853,802)       7,083,996  
                                    ------------------ -------------  ------------- -------------- ---------------- ----------------
     Net increase (decrease)                                                                                                        
       in net assets resulting                                                                                                      
       from operations                   (3,085,922)      9,296,150     (9,292,792)    5,011,046       (3,880,709)       7,338,278  
                                    ------------------ -------------  ------------- -------------- ---------------- ----------------
CONTRACT TRANSACTIONS:                                                                                                              
  Purchase payments received                                                                                                        
     from contract owners                20,541,859      16,708,584      9,125,144    10,323,305       61,416,989       32,227,307  
  Net transfers (including fixed                                                                                                    
     account)                              (667,238)      2,264,306     (2,125,671)     (388,389)        (886,838)       7,610,097  
  Contract charges                         (591,511)       (388,319)      (728,559)     (619,064)        (791,985)        (359,384) 
  Transfers for contract benefits                                                                                                   
     and terminations                    (8,171,464)     (5,928,025)    (7,652,688)   (5,158,694)      (4,165,593)      (3,158,181) 
                                    ------------------ -------------  ------------- -------------- ---------------- ----------------
     Net increase (decrease)                                                                                                        
       in net assets resulting                                                                                                      
       from contract transactions        11,111,646       12,656,546    (1,381,774)    4,157,158      55,572,573        36,319,839  
                                    ------------------ -------------  ------------- -------------- ---------------- ----------------
     Net increase (decrease)                                                                                                        
       in net assets                      8,025,724       21,952,696   (10,674,566)    9,168,204      51,691,864        43,658,117  
NET ASSETS:                                                                                                                         
  Beginning of year                     110,507,146       88,554,450    79,683,759    70,515,555      88,294,177        44,636,060  
                                    ------------------ -------------  ------------- -------------- ---------------- ----------------
  End of year                         $ 118,532,870    $ 110,507,146  $ 69,009,193   $79,683,759   $ 139,986,041     $  88,294,177  
                                    ================== =============  ============= ============== ================ ================

(a) For the period March 15, 2010 to December 31, 2010.                         

(b) For the period May 2, 2011 to December 31, 2011.                            

(c) For the period May 3, 2010 to December 31, 2010.                            

The accompanying notes are an integral part of these financial statements.      

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INVESCO V.I. CAPITAL APPRECIATION  INVESCO V.I. CORE EQUITY  INVESCO V.I. GLOBAL REAL ESTATE  INVESCO V.I. INTERNATIONAL GROWTH  
                      SUB-ACCOUNT               SUB-ACCOUNT                      SUB-ACCOUNT                        SUB-ACCOUNT  
---------------------------------- ------------------------- -------------------------------- ---------------------------------- 
       2011                2010          2011         2010          2011              2010           2011                 2010   
-------------- ------------------- -------------- ---------- --------------- ---------------- ---------------- ----------------- 
$    (1,637)    $            (951)  $   (1,633)   $  (1,724) $    343,942    $      262,267   $    (375,504)    $       562,475  
     (3,874)               (6,842)      11,751          604       (46,041)          (35,497)         32,969              41,708  
     (5,937)               26,623      (11,037)      31,231    (1,422,533)          795,938     (12,319,548)         10,609,535  
-------------- ------------------- -------------- ---------- --------------- ---------------- ---------------- ----------------- 
    (11,448)               18,830         (919)      30,111    (1,124,632)        1,022,708     (12,662,083)         11,213,718  
-------------- ------------------- -------------- ---------- --------------- ---------------- ---------------- ----------------- 
         --                    --           --           --     6,005,892         3,138,876      56,370,768          36,782,367  
    (20,997)                  (43)     (39,898)      (4,682)      (12,840)          418,871       4,565,787           2,732,799  
         --                    --           --           --       (81,075)          (40,040)       (970,089)           (509,705) 
     (9,137)              (33,542)     (76,355)     (39,341)     (348,215)         (298,589)     (5,093,398)         (3,646,505) 
-------------- ------------------- -------------- ---------- --------------- ---------------- ---------------- ----------------- 
    (30,134)              (33,585)    (116,253)     (44,023)    5,563,762         3,219,118      54,873,068          35,358,956  
-------------- ------------------- -------------- ---------- --------------- ---------------- ---------------- ----------------- 
    (41,582)              (14,755)    (117,172)     (13,912)    4,439,130         4,241,826      42,210,985          46,572,674  
    142,665               157,420      393,933      407,845     9,028,134         4,786,308     111,888,065          65,315,391  
-------------- ------------------- -------------- ---------- --------------- ---------------- ---------------- ----------------- 
$   101,083     $         142,665   $  276,761    $ 393,933  $ 13,467,264    $    9,028,134   $ 154,099,050     $   111,888,065  
============== =================== ============== ========== =============== ================ ================ ==================

The accompanying notes are an integral part of these financial statements.      

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METLIFE INVESTORS USA SEPARATE ACCOUNT A                                        
OF METLIFE INVESTORS USA INSURANCE COMPANY                                      
STATEMENTS OF CHANGES IN NET ASSETS -- (CONTINUED)                              
FOR THE YEARS ENDED DECEMBER 31, 2011 AND 2010                                  

                                                        [Enlarge/Download Table]
                                                                                                                                  
                                                                                                                                  
                                                     INVESCO V.I.                    INVESCO V.I.                   INVESCO V.I.  
                                        VAN KAMPEN CAPITAL GROWTH    VAN KAMPEN EQUITY AND INCOME   VAN KAMPEN GROWTH AND INCOME  
                                                      SUB-ACCOUNT                     SUB-ACCOUNT                    SUB-ACCOUNT  
                                    ------------------------------ -------------------------------- ----------------------------- 
                                            2011          2010             2011            2010            2011           2010    
                                    --------------- -------------- ---------------- --------------- ---------------- ------------ 
INCREASE (DECREASE) IN NET ASSETS:                                                                                                
FROM OPERATIONS:                                                                                                                  
  Net investment income               $    (1,498)   $  (1,663)     $   1,105,533    $   1,428,806   $    (448,610)  $ (1,665,286)
  Net realized gains (losses)               3,562         (661)           165,761         (177,941)         52,684          5,754 
  Change in unrealized gains                                                                                                      
     (losses) on investments               (8,828)      22,436        (12,908,159)      29,567,980      (6,271,491)    16,781,592 
                                    --------------- -------------- ---------------- --------------- ---------------- ------------ 
     Net increase (decrease)                                                                                                      
       in net assets resulting                                                                                                    
       from operations                     (6,764)      20,112        (11,636,865)      30,818,845      (6,667,417)    15,122,060 
                                    --------------- -------------- ---------------- --------------- ---------------- ------------ 
CONTRACT TRANSACTIONS:                                                                                                            
  Purchase payments received                                                                                                      
     from contract owners                      --           --        111,202,758       75,371,131      62,478,371     40,927,969 
  Net transfers (including fixed                                                                                                  
     account)                              (6,034)         (50)        (2,279,723)       7,697,762       1,514,669      4,412,046 
  Contract charges                             --           --         (2,133,106)      (1,230,553)     (1,166,088)      (662,294)
  Transfers for contract benefits                                                                                                 
     and terminations                     (27,933)      (6,344)       (25,920,610)     (16,932,459)    (10,258,582)    (6,967,310)
                                    --------------- -------------- ---------------- --------------- ---------------- ------------ 
     Net increase (decrease)                                                                                                      
       in net assets resulting                                                                                                    
       from contract transactions         (33,967)      (6,394)        80,869,319       64,905,881      52,568,370     37,710,411 
                                    --------------- -------------- ---------------- --------------- ---------------- ------------ 
     Net increase (decrease)                                                                                                      
       in net assets                      (40,731)      13,718         69,232,454       95,724,726      45,900,953     52,832,471 
NET ASSETS:                                                                                                                       
  Beginning of year                       130,764      117,046        345,124,808      249,400,082     160,437,278    107,604,807 
                                    --------------- -------------- ---------------- --------------- ---------------- ------------ 
  End of year                         $    90,033    $ 130,764      $ 414,357,262    $ 345,124,808   $ 206,338,231   $160,437,278 
                                    =============== ============== ================ =============== ================ =============

(a) For the period March 15, 2010 to December 31, 2010.                         

(b) For the period May 2, 2011 to December 31, 2011.                            

(c) For the period May 3, 2010 to December 31, 2010.                            

The accompanying notes are an integral part of these financial statements.      

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                  INVESCO V.I.                                                 LMPVET CLEARBRIDGE               LMPVET CLEARBRIDGE  
      VAN KAMPEN MID CAP VALUE            JANUS ASPEN WORLDWIDE        VARIABLE AGGRESSIVE GROWTH            VARIABLE APPRECIATION  
                   SUB-ACCOUNT                      SUB-ACCOUNT                       SUB-ACCOUNT                      SUB-ACCOUNT  
--------------------------------- -------------------------------- --------------------------------- -------------------------------
       2011            2010            2011             2010             2011             2010             2011           2010      
----------------- --------------- ---------------- --------------- ---------------- ---------------- ---------------- --------------
 $    (231,700)    $  (112,096)    $    (15)        $       (15)    $ (2,121,777)    $ (1,834,353)    $    710,741     $    518,708 
        49,468          20,908          228                  51        1,220,007         (729,737)          17,260          (46,528)
       (11,067)      4,289,045       (1,006)                785        2,212,582       31,554,611        1,216,439       15,933,466 
----------------- --------------- ---------------- --------------- ---------------- ---------------- ---------------- --------------
      (193,299)      4,197,857         (793)                821        1,310,812       28,990,521        1,944,440       16,405,646 
----------------- --------------- ---------------- --------------- ---------------- ---------------- ---------------- --------------
    19,778,205       9,830,122           --                  --       31,433,565       18,895,526       66,280,713       46,471,592 
       867,671        (335,610)          --                  --      (12,545,454)      (4,987,849)      (3,565,680)       2,718,317 
      (246,886)       (125,359)          --                  --         (735,665)        (470,056)      (1,155,731)        (576,020)
    (1,330,618)       (829,616)        (963)               (600)     (15,095,955)      (9,662,148)     (12,449,875)      (8,050,441)
----------------- --------------- ---------------- --------------- ---------------- ---------------- ---------------- --------------
    19,068,372       8,539,537         (963)               (600)       3,056,491        3,775,473       49,109,427       40,563,448 
----------------- --------------- ---------------- --------------- ---------------- ---------------- ---------------- --------------
    18,875,073      12,737,394       (1,756)                221        4,367,303       32,765,994       51,053,867       56,969,094 
    28,139,044      15,401,650        6,506               6,285      156,471,918      123,705,924      173,626,503      116,657,409 
----------------- --------------- ---------------- --------------- ---------------- ---------------- ---------------- --------------
 $  47,014,117     $28,139,044     $  4,750         $     6,506     $160,839,221     $156,471,918     $224,680,370     $173,626,503 
================= =============== ================ =============== ================ ================ ================ ==============

The accompanying notes are an integral part of these financial statements.      

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METLIFE INVESTORS USA SEPARATE ACCOUNT A                                        
OF METLIFE INVESTORS USA INSURANCE COMPANY                                      
STATEMENTS OF CHANGES IN NET ASSETS -- (CONTINUED)                              
FOR THE YEARS ENDED DECEMBER 31, 2011 AND 2010                                  

                                                        [Enlarge/Download Table]
                                                                                                                                    
                                                                                                                                    
                                                 LMPVET CLEARBRIDGE                   LMPVET CLEARBRIDGE          LMPVET CLEARBRIDGE
                                     VARIABLE EQUITY INCOME BUILDER   VARIABLE FUNDAMENTAL ALL CAP VALUE   VARIABLE LARGE CAP GROWTH
                                                        SUB-ACCOUNT                          SUB-ACCOUNT                 SUB-ACCOUNT
                                    -------------------------------- ----------------------------------- ---------------------------
                                            2011             2010           2011               2010           2011          2010    
                                    ------------------ ------------- --------------- ------------------- --------------  -----------
INCREASE (DECREASE) IN NET ASSETS:                                                                                                  
FROM OPERATIONS:                                                                                                                    
  Net investment income               $     1,791,940   $ 1,827,744   $     (55,381)  $        259,869    $  (71,048)    $ (100,014)
  Net realized gains (losses)              (2,420,420)   (2,284,460)       (429,752)          (692,388)      111,313        (67,178)
  Change in unrealized gains                                                                                                        
     (losses) on investments                5,793,264     7,931,196      (7,192,709)        13,378,879      (159,581)       580,884 
                                    ------------------ ------------- --------------- ------------------- --------------  -----------
     Net increase (decrease)                                                                                                        
       in net assets resulting                                                                                                      
       from operations                      5,164,784     7,474,480      (7,677,842)        12,946,360      (119,316)       413,692 
                                    ------------------ ------------- --------------- ------------------- --------------  -----------
CONTRACT TRANSACTIONS:                                                                                                              
  Purchase payments received                                                                                                        
     from contract owners                  23,221,888    12,770,354      13,848,959         10,634,359         6,049         14,446 
  Net transfers (including fixed                                                                                                    
     account)                               2,286,092     1,171,468        (676,755)          (810,612)     (313,456)      (431,047)
  Contract charges                           (403,528)     (217,562)       (398,091)          (285,426)      (20,879)       (23,150)
  Transfers for contract benefits                                                                                                   
     and terminations                      (7,953,294)   (5,138,178)     (8,906,368)        (6,214,856)     (944,135)      (727,111)
                                    ------------------ ------------- --------------- ------------------- --------------  -----------
     Net increase (decrease)                                                                                                        
       in net assets resulting                                                                                                      
       from contract transactions          17,151,158     8,586,082       3,867,745          3,323,465    (1,272,421)    (1,166,862)
                                    ------------------ ------------- --------------- ------------------- --------------  -----------
     Net increase (decrease)                                                                                                        
       in net assets                       22,315,942    16,060,562      (3,810,097)        16,269,825    (1,391,737)      (753,170)
NET ASSETS:                                                                                                                         
  Beginning of year                        81,006,913    64,946,351      99,528,233         83,258,408     6,065,533      6,818,703 
                                    ------------------ ------------- --------------- ------------------- --------------  -----------
  End of year                          $  103,322,855   $81,006,913   $  95,718,136   $     99,528,233    $4,673,796     $6,065,533 
                                    ================== ============= =============== =================== ==============  ===========

(a) For the period March 15, 2010 to December 31, 2010.                         

(b) For the period May 2, 2011 to December 31, 2011.                            

(c) For the period May 3, 2010 to December 31, 2010.                            

The accompanying notes are an integral part of these financial statements.      

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                                                        [Enlarge/Download Table]
                                                                                                                                  
                                                                                                                                  
          LMPVET CLEARBRIDGE            LMPVET CLEARBRIDGE                  LMPVET INVESTMENT                              LMPVET 
    VARIABLE LARGE CAP VALUE     VARIABLE SMALL CAP GROWTH  COUNSEL VARIABLE SOCIAL AWARENESS   VARIABLE LIFESTYLE ALLOCATION 50% 
                 SUB-ACCOUNT                   SUB-ACCOUNT                        SUB-ACCOUNT                         SUB-ACCOUNT 
----------------------------- ----------------------------- ---------------------------------- -----------------------------------
       2011           2010          2011           2010           2011             2010              2011              2010       
---------------- ------------ --------------- ------------- -------------- ------------------- --------------- -------------------
  $    30,483    $    31,244   $  (565,686)   $   (391,996)  $   (1,981)        $     (1,958)   $    336,680      $       217,581 
      (88,723)       (95,704)    1,083,054          96,515          (60)             (15,882)            400             (104,317)
      181,309        249,108      (664,423)      6,313,023       (4,843)              67,430        (529,056)           1,061,494 
---------------- ------------ --------------- ------------- -------------- ------------------- --------------- -------------------
      123,069        184,648      (147,055)      6,017,542       (6,884)              49,590        (191,976)           1,174,758 
---------------- ------------ --------------- ------------- -------------- ------------------- --------------- -------------------
      700,135        182,389    13,481,149       8,292,377           --                1,385      12,152,717            4,403,456 
      562,360        (27,094)   (2,248,018)       (778,616)      35,549              (15,771)        179,357              941,570 
      (12,473)        (9,719)     (264,709)       (153,607)        (226)                (275)        (59,683)              (3,210)
     (266,528)      (159,882)   (1,919,394)     (1,681,734)     (37,746)             (39,961)       (901,543)            (661,319)
---------------- ------------ --------------- ------------- -------------- ------------------- --------------- -------------------
      983,494        (14,306)    9,049,028       5,678,420       (2,423)             (54,622)     11,370,848            4,680,497 
---------------- ------------ --------------- ------------- -------------- ------------------- --------------- -------------------
    1,106,563        170,342     8,901,973      11,695,962       (9,307)              (5,032)     11,178,872            5,855,255 
    2,729,796      2,559,454    33,662,804      21,966,842      510,680              515,712      13,086,823            7,231,568 
---------------- ------------ --------------- ------------- -------------- ------------------- --------------- -------------------
  $ 3,836,359    $ 2,729,796   $42,564,777    $ 33,662,804   $  501,373         $    510,680    $ 24,265,695      $    13,086,823 
================ ============ =============== ============= ============== =================== =============== ===================

The accompanying notes are an integral part of these financial statements.      

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METLIFE INVESTORS USA SEPARATE ACCOUNT A                                        
OF METLIFE INVESTORS USA INSURANCE COMPANY                                      
STATEMENTS OF CHANGES IN NET ASSETS -- (CONTINUED)                              
FOR THE YEARS ENDED DECEMBER 31, 2011 AND 2010                                  

                                                        [Enlarge/Download Table]
                                                                                                                                    
                                                                                                                                    
                                                            LMPVET                            LMPVET            LMPVIT WESTERN ASSET
                                 VARIABLE LIFESTYLE ALLOCATION 70% VARIABLE LIFESTYLE ALLOCATION 85% VARIABLE GLOBAL HIGH YIELD BOND
                                                       SUB-ACCOUNT                       SUB-ACCOUNT                     SUB-ACCOUNT
                                 --------------------------------- --------------------------------- -------------------------------
                                        2011             2010            2011            2010              2011            2010     
                                 ----------------- --------------- ---------------- ---------------- --------------- ---------------
INCREASE (DECREASE) IN NET ASSETS:                                                                                                  
FROM OPERATIONS:                                                                                                                    
  Net investment income (loss)      $     8,826     $      14,214   $     130,678     $    197,005    $  4,580,657     $  4,279,019 
  Net realized gains (losses)             5,813           (75,321)        528,464          (47,518)       (143,505)        (257,958)
  Change in unrealized gains                                                                                                        
     (losses) on investments            (70,666)          464,939      (2,861,793)       7,347,126      (4,473,336)       2,633,790 
                                 ----------------- --------------- ---------------- ---------------- --------------- ---------------
     Net increase (decrease)                                                                                                        
       in net assets resulting                                                                                                      
       from operations                  (56,027)          403,832      (2,202,651)       7,496,613         (36,184)       6,654,851 
                                 ----------------- --------------- ---------------- ---------------- --------------- ---------------
CONTRACT TRANSACTIONS:                                                                                                              
  Purchase payments received                                                                                                        
     from contract owners                 4,747            24,506      12,097,744        9,407,404      14,939,359       10,328,608 
  Net transfers (including fixed                                                                                                    
     account)                           195,887          (205,680)     (2,400,301)        (238,943)       (455,948)         685,318 
  Contract charges                         (898)           (1,036)       (471,294)        (349,818)       (310,782)        (194,240)
  Transfers for contract benefits                                                                                                   
     and terminations                  (452,053)         (273,685)     (3,179,175)      (1,856,668)     (5,511,049)      (4,631,610)
                                 ----------------- --------------- ---------------- ---------------- --------------- ---------------
     Net increase (decrease)                                                                                                        
       in net assets resulting                                                                                                      
       from contract transactions      (252,317)         (455,895)      6,046,974        6,961,975       8,661,580        6,188,076 
                                 ----------------- --------------- ---------------- ---------------- --------------- ---------------
     Net increase (decrease)                                                                                                        
       in net assets                   (308,344)          (52,063)      3,844,323       14,458,588       8,625,396       12,842,927 
NET ASSETS:                                                                                                                         
  Beginning of year                   3,395,287         3,447,350      62,035,149       47,576,561      61,092,507       48,249,580 
                                 ----------------- --------------- ---------------- ---------------- --------------- ---------------
  End of year                       $ 3,086,943     $   3,395,287   $  65,879,472     $ 62,035,149    $ 69,717,903     $ 61,092,507 
                                 ================= =============== ================ ================ =============== ===============

(a) For the period March 15, 2010 to December 31, 2010.                         

(b) For the period May 2, 2011 to December 31, 2011.                            

(c) For the period May 3, 2010 to December 31, 2010.                            

The accompanying notes are an integral part of these financial statements.      

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                                                        [Enlarge/Download Table]
                                                                                                       
                                                                                                       
                                                                                                   MIST
                                                                                      ALLIANCEBERNSTEIN
                       MFS VIT                      MFS VIT                              GLOBAL DYNAMIC
               INVESTORS TRUST                NEW DISCOVERY        MFS VIT RESEARCH          ALLOCATION
                   SUB-ACCOUNT                  SUB-ACCOUNT             SUB-ACCOUNT         SUB-ACCOUNT
------------------------------ ---------------------------- ------------------------- -----------------
       2011            2010          2011          2010          2011         2010          2011 (b)   
------------------ ----------- ---------------- ----------- -------------- ---------- -----------------
    $   (184)       $     (45)   $       (652)   $    (676)  $       (427)  $   (531)  $     (610,982) 
         991             (490)          5,729        1,723         10,717      1,434        9,394,668  
      (1,906)           3,782         (10,466)      13,838        (10,338)    14,248        9,200,376  
------------------ ----------- ---------------- ----------- -------------- ---------- -----------------
      (1,099)           3,247          (5,389)      14,885            (48)    15,151       17,984,062  
------------------ ----------- ---------------- ----------- -------------- ---------- -----------------
          --               --              --           --             --         --    1,370,076,882  
          --               --            (100)        (323)        (5,113)        --      259,158,648  
          --               --              --           --             --         --               --  
      (8,311)         (12,601)             (2)     (13,188)       (62,085)   (13,820)      (7,840,515) 
------------------ ----------- ---------------- ----------- -------------- ---------- -----------------
      (8,311)         (12,601)           (102)     (13,511)       (67,198)   (13,820)   1,621,395,015  
------------------ ----------- ---------------- ----------- -------------- ---------- -----------------
      (9,410)          (9,354)         (5,491)       1,374        (67,246)     1,331    1,639,379,077  
      43,404           52,758          46,865       45,491        112,388    111,057               --  
------------------ ----------- ---------------- ----------- -------------- ---------- -----------------
    $ 33,994        $  43,404    $     41,374    $  46,865   $     45,142   $112,388   $1,639,379,077  
================== =========== ================ =========== ============== ========== =================

The accompanying notes are an integral part of these financial statements.      

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METLIFE INVESTORS USA SEPARATE ACCOUNT A                                        
OF METLIFE INVESTORS USA INSURANCE COMPANY                                      
STATEMENTS OF CHANGES IN NET ASSETS -- (CONTINUED)                              
FOR THE YEARS ENDED DECEMBER 31, 2011 AND 2010                                  

                                                        [Enlarge/Download Table]
                                                                                                                                    
                                                                                                                                    
                                                                  MIST                        MIST                              MIST
                                    AMERICAN FUNDS BALANCED ALLOCATION         AMERICAN FUNDS BOND  AMERICAN FUNDS GROWTH ALLOCATION
                                                           SUB-ACCOUNT                 SUB-ACCOUNT                       SUB-ACCOUNT
                                    ----------------------------------- --------------------------- --------------------------------
                                               2011               2010           2011         2010           2011               2010
                                    ------------------ ---------------- ------------- ------------- ---------------- ---------------
INCREASE (DECREASE) IN NET ASSETS:                                                                                                  
FROM OPERATIONS:                                                                                                                    
  Net investment income              $   (8,148,428)    $   (9,940,079)  $  1,772,310  $   122,992   $   (6,860,731) $   (8,649,027)
  Net realized gains (losses)             5,025,862          1,431,438      1,617,939      228,924       12,437,663       4,410,087 
  Change in unrealized gains                                                                                                        
     (losses) on investments           (116,302,276)       218,397,822     10,229,841    6,583,360     (101,766,516)    148,410,760 
                                    ------------------ ---------------- ------------- ------------- ---------------- ---------------
     Net increase (decrease)                                                                                                        
       in net assets resulting                                                                                                      
       from operations                 (119,424,842)       209,889,181     13,620,090    6,935,276      (96,189,584)    144,171,820 
                                    ------------------ ---------------- ------------- ------------- ---------------- ---------------
CONTRACT TRANSACTIONS:                                                                                                              
  Purchase payments received                                                                                                        
     from contract owners               523,778,640        780,028,567     60,184,302   95,186,014      136,704,110     180,475,839 
  Net transfers (including fixed                                                                                                    
     account)                           166,228,603        248,657,423     17,024,537   40,265,959      (25,932,866)     18,088,978 
  Contract charges                      (28,232,190)       (14,036,590)    (3,186,027)  (1,541,781)     (13,959,734)    (11,094,760)
  Transfers for contract benefits                                                                                                   
     and terminations                  (105,862,347)       (61,424,966)   (13,088,454)  (7,200,361)     (57,092,220)    (41,629,664)
                                    ------------------ ---------------- ------------- ------------- ---------------- ---------------
     Net increase (decrease)                                                                                                        
       in net assets resulting                                                                                                      
       from contract transactions       555,912,706        953,224,434     60,934,358  126,709,831       39,719,290     145,840,393 
                                    ------------------ ---------------- ------------- ------------- ---------------- ---------------
     Net increase (decrease)                                                                                                        
       in net assets                    436,487,864      1,163,113,615     74,554,448  133,645,107      (56,470,294)    290,012,213 
NET ASSETS:                                                                                                                         
  Beginning of year                   2,478,289,324      1,315,175,709    274,791,792  141,146,685    1,454,861,016   1,164,848,803 
                                    ------------------ ---------------- ------------- ------------- ---------------- ---------------
  End of year                        $2,914,777,188     $2,478,289,324   $349,346,240 $274,791,792   $1,398,390,722  $1,454,861,016 
                                    ================== ================ ============= ============= ================ ===============

(a) For the period March 15, 2010 to December 31, 2010.                         

(b) For the period May 2, 2011 to December 31, 2011.                            

(c) For the period May 3, 2010 to December 31, 2010.                            

The accompanying notes are an integral part of these financial statements.      

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                                                        [Enlarge/Download Table]
                                                                                                                                    
                                                                                                                                    
                                                                                                         MIST AQR    MIST BLACKROCK 
                          MIST                          MIST                                MIST      GLOBAL RISK   GLOBAL TACTICAL 
         AMERICAN FUNDS GROWTH  AMERICAN FUNDS INTERNATIONAL  AMERICAN FUNDS MODERATE ALLOCATION         BALANCED        STRATEGIES 
                   SUB-ACCOUNT                   SUB-ACCOUNT                         SUB-ACCOUNT      SUB-ACCOUNT        SUB-ACCOUNT
------------------------------- ---------------------------- ----------------------------------- ---------------- ------------------
      2011            2010            2011          2010            2011             2010             2011 (b)           2011 (b)   
--------------- --------------- -------------- ------------- ---------------- ------------------ ---------------  ------------------
$  (6,683,453)  $  (4,592,485)  $   (347,331)  $ (1,838,588) $       (28,571) $   (1,746,826)    $   17,479,259    $     5,656,760  
    2,655,999         791,765      2,344,997        590,124       10,610,729         442,079          5,634,878         21,591,062  
  (35,042,764)     65,409,390    (54,813,728)    18,687,175      (37,218,522)     99,071,297         20,725,299        (29,115,315) 
--------------- --------------- -------------- ------------- ---------------- ------------------ ---------------  ------------------
  (39,070,218)     61,608,670    (52,816,062)    17,438,711      (26,636,364)     97,766,550         43,839,436         (1,867,493) 
--------------- --------------- -------------- ------------- ---------------- ------------------ ---------------  ------------------
  118,207,908     154,860,118     58,161,459     99,256,032      278,554,313     427,726,570      1,541,397,716      2,424,219,934  
   16,817,001      38,314,169      3,640,815     24,122,092       57,081,088     133,946,313        321,377,493        434,392,897  
   (5,053,023)     (2,420,201)    (2,890,116)    (1,627,834)     (16,902,017)     (9,314,240)                --                 --  
  (17,862,387)    (10,207,058)   (11,253,172)    (6,247,664)     (60,807,127)    (37,039,718)        (8,490,562)       (14,033,053) 
--------------- --------------- -------------- ------------- ---------------- ------------------ ---------------  ------------------
  112,109,499     180,547,028     47,658,986    115,502,626      257,926,257     515,318,925      1,854,284,647      2,844,579,778  
--------------- --------------- -------------- ------------- ---------------- ------------------ ---------------  ------------------
   73,039,281     242,155,698     (5,157,076)   132,941,337      231,289,893     613,085,475      1,898,124,083      2,842,712,285  
  480,253,525     238,097,827    301,922,149    168,980,812    1,452,175,003     839,089,528                 --                 --  
--------------- --------------- -------------- ------------- ---------------- ------------------ ---------------  ------------------
$ 553,292,806   $ 480,253,525   $296,765,073   $301,922,149  $1,683,464,896   $1,452,175,003     $1,898,124,083    $ 2,842,712,285  
=============== =============== ============== ============= ================ ================== ===============  ==================

The accompanying notes are an integral part of these financial statements.      

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METLIFE INVESTORS USA SEPARATE ACCOUNT A                                        
OF METLIFE INVESTORS USA INSURANCE COMPANY                                      
STATEMENTS OF CHANGES IN NET ASSETS -- (CONTINUED)                              
FOR THE YEARS ENDED DECEMBER 31, 2011 AND 2010                                  

                                                        [Enlarge/Download Table]
                                                                                                                                    
                                                                                                                                    
                                                             MIST                                                                   
                                             BLACKROCK HIGH YIELD    MIST BLACKROCK LARGE CAP CORE   MIST CLARION GLOBAL REAL ESTATE
                                                      SUB-ACCOUNT                      SUB-ACCOUNT                       SUB-ACCOUNT
                                  -------------------------------- -------------------------------- --------------------------------
                                          2011             2010           2011             2010             2011            2010    
                                  ----------------- -------------- --------------- ---------------- ---------------- ---------------
INCREASE (DECREASE) IN NET ASSETS:                                                                                                  
FROM OPERATIONS:                                                                                                                    
  Net investment income           $  10,002,346     $   5,677,284   $    (94,730)   $     (52,523)   $   3,272,703    $   6,777,671 
  Net realized gains (losses)         3,149,049         7,521,614         12,317          (80,252)      (1,143,990)      (1,407,595)
  Change in unrealized gains                                                                                                        
     (losses) on investments        (12,738,491)        4,162,987       (244,145)       1,037,963      (13,501,877)      10,898,100 
                                  ----------------- -------------- --------------- ---------------- ---------------- ---------------
     Net increase (decrease)                                                                                                        
       in net assets resulting                                                                                                      
       from operations                  412,904        17,361,885       (326,558)         905,188      (11,373,164)      16,268,176 
                                  ----------------- -------------- --------------- ---------------- ---------------- ---------------
CONTRACT TRANSACTIONS:                                                                                                              
  Purchase payments received                                                                                                        
     from contract owners            36,299,074        48,324,470      4,493,594        3,102,112       24,528,504       25,322,980 
  Net transfers (including fixed                                                                                                    
     account)                        14,571,420        25,077,556        411,577        1,040,120        5,671,940        6,872,912 
  Contract charges                   (1,755,621)         (890,146)      (109,131)         (53,878)      (1,165,427)        (743,161)
  Transfers for contract benefits                                                                                                   
     and terminations               (10,270,239)       (7,785,000)    (1,233,221)        (458,682)      (9,545,551)      (6,511,048)
                                  ----------------- -------------- --------------- ---------------- ---------------- ---------------
     Net increase (decrease)                                                                                                        
       in net assets resulting                                                                                                      
       from contract transactions    38,844,634        64,726,880      3,562,819        3,629,672       19,489,466       24,941,683 
                                  ----------------- -------------- --------------- ---------------- ---------------- ---------------
     Net increase (decrease)                                                                                                        
       in net assets                 39,257,538        82,088,765      3,236,261        4,534,860        8,116,302       41,209,859 
NET ASSETS:                                                                                                                         
  Beginning of year                 182,367,303       100,278,538      9,613,588        5,078,728      139,330,754       98,120,895 
                                  ----------------- -------------- --------------- ---------------- ---------------- ---------------
  End of year                     $ 221,624,841     $ 182,367,303   $ 12,849,849    $   9,613,588    $ 147,447,056    $ 139,330,754 
                                  ================= ============== =============== ================ ================ ===============

(a) For the period March 15, 2010 to December 31, 2010.                         

(b) For the period May 2, 2011 to December 31, 2011.                            

(c) For the period May 3, 2010 to December 31, 2010.                            

The accompanying notes are an integral part of these financial statements.      

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                                                        [Enlarge/Download Table]
                                                                                                                               
                                                                                                                               
                                                          MIST                            MIST                                 
   MIST DREMAN SMALL CAP VALUE     GOLDMAN SACHS MID CAP VALUE    HARRIS OAKMARK INTERNATIONAL  MIST INVESCO SMALL CAP GROWTH  
                   SUB-ACCOUNT                     SUB-ACCOUNT                     SUB-ACCOUNT                    SUB-ACCOUNT  
------------------------------- ------------------------------- ------------------------------- ------------------------------ 
        2011            2010           2011            2010            2011            2010           2011            2010     
----------------- ------------- ---------------- -------------- ---------------- -------------- ---------------- ------------- 
  $    (19,680)   $   (203,405) $  (1,510,261)   $    (611,735) $  (8,017,677)    $    702,155   $  (3,326,849)   $ (2,468,565)
       480,921         154,017       (437,036)      (1,042,195)    (1,470,791)      (2,155,945)      1,704,023        (466,657)
    (3,142,931)      3,630,265    (10,057,546)      20,162,482    (75,842,892)      54,275,769      (5,165,840)     37,724,319 
----------------- ------------- ---------------- -------------- ---------------- -------------- ---------------- ------------- 
    (2,681,690)      3,580,877    (12,004,843)      18,508,552    (85,331,360)      52,821,979      (6,788,666)     34,789,097 
----------------- ------------- ---------------- -------------- ---------------- -------------- ---------------- ------------- 
     3,084,816       4,622,090     27,311,392       16,294,780     89,132,376       82,957,906      39,397,856      22,455,325 
    (1,733,660)     (1,986,526)    11,903,331        4,973,575     26,052,514       35,195,388       8,514,721      (1,342,715)
      (214,643)       (171,270)      (760,047)        (421,017)    (3,519,874)      (2,086,105)     (1,291,800)       (883,578)
    (1,657,516)     (1,193,285)    (7,769,225)      (4,968,579)   (24,212,315)     (18,631,233)    (13,769,874)     (8,881,497)
----------------- ------------- ---------------- -------------- ---------------- -------------- ---------------- ------------- 
      (521,003)      1,271,009     30,685,451       15,878,759     87,452,701       97,435,956      32,850,903      11,347,535 
----------------- ------------- ---------------- -------------- ---------------- -------------- ---------------- ------------- 
    (3,202,693)      4,851,886     18,680,608       34,387,311      2,121,341      150,257,935      26,062,237      46,136,632 
    24,426,974      19,575,088    112,015,664       77,628,353    459,739,197      309,481,262     186,610,558     140,473,926 
----------------- ------------- ---------------- -------------- ---------------- -------------- ---------------- ------------- 
  $ 21,224,281    $ 24,426,974  $ 130,696,272    $ 112,015,664  $ 461,860,538     $459,739,197   $ 212,672,795    $186,610,558 
================= ============= ================ ============== ================ ============== ================ ============= 

The accompanying notes are an integral part of these financial statements.      

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METLIFE INVESTORS USA SEPARATE ACCOUNT A                                        
OF METLIFE INVESTORS USA INSURANCE COMPANY                                      
STATEMENTS OF CHANGES IN NET ASSETS -- (CONTINUED)                              
FOR THE YEARS ENDED DECEMBER 31, 2011 AND 2010                                  

                                                        [Enlarge/Download Table]
                                                                                                                                  
                                                                                                                                  
                                                                                                                   MIST LEGG MASON
                                                  MIST JANUS FORTY             MIST LAZARD MID CAP   CLEARBRIDGE AGGRESSIVE GROWTH
                                                       SUB-ACCOUNT                     SUB-ACCOUNT                     SUB-ACCOUNT
                                    ------------------------------- ------------------------------- ------------------------------
                                           2011            2010           2011             2010           2011            2010    
                                    ----------------- ------------- ---------------- -------------- ---------------- -------------
INCREASE (DECREASE) IN NET ASSETS:                                                                                                
FROM OPERATIONS:                                                                                                                  
  Net investment income               $     36,735     $  (133,826) $  (1,251,739)   $    (891,874) $  (3,338,670)   $ (1,332,850)
  Net realized gains (losses)              332,745          36,628       (826,499)      (1,471,607)           428        (927,201)
  Change in unrealized gains                                                                                                      
     (losses) on investments            (7,197,681)      3,912,856     (7,687,971)      24,676,618     (7,417,668)     19,271,527 
                                    ----------------- ------------- ---------------- -------------- ---------------- -------------
     Net increase (decrease)                                                                                                      
       in net assets resulting                                                                                                    
       from operations                  (6,828,201)      3,815,658     (9,766,209)      22,313,137    (10,755,910)     17,011,476 
                                    ----------------- ------------- ---------------- -------------- ---------------- -------------
CONTRACT TRANSACTIONS:                                                                                                            
  Purchase payments received                                                                                                      
     from contract owners               18,930,830      20,304,418     16,974,214       18,328,029     28,018,670      12,070,122 
  Net transfers (including fixed                                                                                                  
     account)                            7,075,303       9,195,931       (485,393)       1,824,089    157,703,583       5,475,099 
  Contract charges                        (597,164)       (235,237)      (992,984)        (711,764)    (1,486,774)       (468,260)
  Transfers for contract benefits                                                                                                 
     and terminations                   (3,168,374)     (1,589,721)    (9,734,967)      (7,455,077)   (10,506,265)     (4,991,971)
                                    ----------------- ------------- ---------------- -------------- ---------------- -------------
     Net increase (decrease)                                                                                                      
       in net assets resulting                                                                                                    
       from contract transactions       22,240,595      27,675,391      5,760,870       11,985,277    173,729,214      12,084,990 
                                    ----------------- ------------- ---------------- -------------- ---------------- -------------
     Net increase (decrease)                                                                                                      
       in net assets                    15,412,394      31,491,049     (4,005,339)      34,298,414    162,973,304      29,096,466 
NET ASSETS:                                                                                                                       
  Beginning of year                     53,356,686      21,865,637    135,205,406      100,906,992    102,505,758      73,409,292 
                                    ----------------- ------------- ---------------- -------------- ---------------- -------------
  End of year                         $ 68,769,080    $ 53,356,686  $ 131,200,067    $ 135,205,406  $ 265,479,062    $102,505,758 
                                    ================= ============= ================ ============== ================ =============

(a) For the period March 15, 2010 to December 31, 2010.                         

(b) For the period May 2, 2011 to December 31, 2011.                            

(c) For the period May 3, 2010 to December 31, 2010.                            

The accompanying notes are an integral part of these financial statements.      

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MIST LOOMIS SAYLES GLOBAL MARKETS  MIST LORD ABBETT BOND DEBENTURE MIST LORD ABBETT MID CAP VALUE MIST MET/EATON VANCE FLOATING RATE
                      SUB-ACCOUNT                      SUB-ACCOUNT                    SUB-ACCOUNT                        SUB-ACCOUNT
--------------------------------- -------------------------------- ------------------------------ ----------------------------------
      2011               2010            2011             2010           2011             2010          2011            2010 (c)    
---------------- ---------------- ---------------- --------------- --------------- -------------- --------------- ------------------
  $ 1,200,692     $  1,306,860     $ 11,489,236     $ 11,561,665    $ (1,366,186)   $   (869,314)   $    156,010      $     (68,479)
      955,422         (479,440)       2,277,388          655,266       1,059,026         114,776        (127,391)             3,564 
   (8,402,666)      17,346,226       (6,571,539)      14,381,461      (6,908,432)     19,290,624        (317,893)           384,248 
---------------- ---------------- ---------------- --------------- --------------- -------------- --------------- ------------------
   (6,246,552)      18,173,646        7,195,085       26,598,392      (7,215,592)     18,536,086        (289,274)           319,333 
---------------- ---------------- ---------------- --------------- --------------- -------------- --------------- ------------------
   28,466,597       23,179,133       12,172,985       19,319,664      26,492,453      27,767,987      14,887,687          6,853,875 
   14,620,858       23,135,238       (7,326,000)      (2,789,729)      6,780,922       5,462,249      14,688,663          9,283,240 
   (1,269,950)        (622,257)      (1,500,648)      (1,255,669)     (1,095,984)       (589,256)       (259,305)           (16,372)
   (7,724,591)      (4,077,382)     (23,354,569)     (19,865,961)     (6,280,489)     (3,756,372)     (1,665,317)          (105,761)
---------------- ---------------- ---------------- --------------- --------------- -------------- --------------- ------------------
   34,092,914       41,614,732      (20,008,232)      (4,591,695)     25,896,902      28,884,608      27,651,728         16,014,982 
---------------- ---------------- ---------------- --------------- --------------- -------------- --------------- ------------------
   27,846,362       59,788,378      (12,813,147)      22,006,697      18,681,310      47,420,694      27,362,454         16,334,315 
  137,171,845       77,383,467      267,920,695      245,913,998     108,323,379      60,902,685      16,334,315                 -- 
---------------- ---------------- ---------------- --------------- --------------- -------------- --------------- ------------------
$ 165,018,207     $137,171,845     $255,107,548     $267,920,695    $127,004,689    $108,323,379    $ 43,696,769      $  16,334,315 
================ ================ ================ =============== =============== ============== =============== ==================

The accompanying notes are an integral part of these financial statements.      

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METLIFE INVESTORS USA SEPARATE ACCOUNT A                                        
OF METLIFE INVESTORS USA INSURANCE COMPANY                                      
STATEMENTS OF CHANGES IN NET ASSETS -- (CONTINUED)                              
FOR THE YEARS ENDED DECEMBER 31, 2011 AND 2010                                  

                                                        [Enlarge/Download Table]
                                                                                                                           
                                                                                                                           
                                                    MIST                                                                   
                                            MET/FRANKLIN                                                                   
                                            LOW DURATION                                                 MIST MET/FRANKLIN 
                                            TOTAL RETURN   MIST MET/FRANKLIN MUTUAL SHARES     TEMPLETON FOUNDING STRATEGY 
                                             SUB-ACCOUNT                       SUB-ACCOUNT                     SUB-ACCOUNT 
                                  ----------------------- --------------------------------- -------------------------------
                                          2011 (b)              2011             2010             2011           2010      
                                  ----------------------- ---------------- ---------------- ---------------- --------------
INCREASE (DECREASE) IN NET ASSETS:                                                                                         
FROM OPERATIONS:                                                                                                           
  Net investment income (loss)          $  (152,040)       $   1,696,557    $  (1,390,510)   $     904,295   $ (7,646,828) 
  Net realized gains (losses)               (24,333)           8,006,370        1,266,548        5,277,964      2,432,686  
  Change in unrealized gains                                                                                               
     (losses) on investments               (183,195)         (13,800,582)       9,275,276      (29,078,070)    46,152,780  
                                  ----------------------- ---------------- ---------------- ---------------- --------------
     Net increase (decrease)                                                                                               
       in net assets resulting                                                                                             
       from operations                     (359,568)          (4,097,655)       9,151,314      (22,895,811)    40,938,638  
                                  ----------------------- ---------------- ---------------- ---------------- --------------
CONTRACT TRANSACTIONS:                                                                                                     
  Purchase payments received                                                                                               
     from contract owners                 7,119,990           27,023,399       35,685,384       78,960,326     90,556,345  
  Net transfers (including fixed                                                                                           
     account)                            21,368,111           14,917,346       17,119,197       (3,212,228)    24,451,171  
  Contract charges                          (85,814)          (1,248,248)        (611,489)      (5,811,401)    (4,270,744) 
  Transfers for contract benefits                                                                                          
     and terminations                      (380,887)          (4,834,052)      (2,680,809)     (25,647,259)   (19,144,666) 
                                  ----------------------- ---------------- ---------------- ---------------- --------------
     Net increase (decrease)                                                                                               
       in net assets resulting                                                                                             
       from contract transactions        28,021,400           35,858,445       49,512,283       44,289,438     91,592,106  
                                  ----------------------- ---------------- ---------------- ---------------- --------------
     Net increase (decrease)                                                                                               
       in net assets                     27,661,832           31,760,790       58,663,597       21,393,627    132,530,744  
NET ASSETS:                                                                                                                
  Beginning of year                             --           121,115,835       62,452,238      571,218,147    438,687,403  
                                  ----------------------- ---------------- ---------------- ---------------- --------------
  End of year                          $ 27,661,832        $ 152,876,625    $ 121,115,835    $ 592,611,774   $571,218,147  
                                  ======================= ================ ================ ================ ==============

(a) For the period March 15, 2010 to December 31, 2010.                         

(b) For the period May 2, 2011 to December 31, 2011.                            

(c) For the period May 3, 2010 to December 31, 2010.                            

The accompanying notes are an integral part of these financial statements.      

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                                                               MIST                                         MIST METLIFE 
      MIST MET/TEMPLETON GROWTH    MET/TEMPLETON INTERNATIONAL BOND    MIST METLIFE AGGRESSIVE STRATEGY    BALANCED PLUS 
                    SUB-ACCOUNT                         SUB-ACCOUNT                         SUB-ACCOUNT      SUB-ACCOUNT 
-------------------------------- ----------------------------------- ----------------------------------- ----------------
          2011        2010 (c)           2011                2010             2011               2010          2011 (b)  
----------------- -------------- --------------- ------------------- ---------------- ------------------ ----------------
 $    (420,183)    $  (52,847)    $ 2,534,582     $      (202,517)   $  (2,785,815)     $  (1,990,286)    $   (7,657,134)
      (250,304)        (6,335)         69,137              44,288       (3,089,096)        (7,464,595)                -- 
    (8,626,650)       499,282      (3,853,055)          2,042,343      (36,571,916)        73,777,886        (14,018,878)
----------------- -------------- --------------- ------------------- ---------------- ------------------ ----------------
    (9,297,137)       440,100      (1,249,336)          1,884,114      (42,446,827)        64,323,005        (21,676,012)
----------------- -------------- --------------- ------------------- ---------------- ------------------ ----------------
     6,130,737      2,919,536      10,795,935          17,534,053       57,342,894         73,554,766      2,050,869,939 
    47,976,839      4,153,672       7,240,507           9,043,816       17,733,773         (2,887,628)       395,600,753 
      (175,612)        (5,446)       (501,451)           (128,805)      (3,746,684)        (2,698,799)                -- 
    (2,871,098)      (127,457)     (1,494,812)           (469,277)     (27,159,129)       (21,726,238)       (13,020,019)
----------------- -------------- --------------- ------------------- ---------------- ------------------ ----------------
    51,060,866      6,940,305      16,040,179          25,979,787       44,170,854         46,242,101      2,433,450,673 
----------------- -------------- --------------- ------------------- ---------------- ------------------ ----------------
    41,763,729      7,380,405      14,790,843          27,863,901        1,724,027        110,565,106      2,411,774,661 
     7,380,405             --      36,302,425           8,438,524      522,967,837        412,402,731                 -- 
----------------- -------------- --------------- ------------------- ---------------- ------------------ ----------------
 $  49,144,134     $7,380,405     $51,093,268     $    36,302,425    $ 524,691,864      $ 522,967,837     $2,411,774,661 
================= ============== =============== =================== ================ ================== ================

The accompanying notes are an integral part of these financial statements.      

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METLIFE INVESTORS USA SEPARATE ACCOUNT A                                        
OF METLIFE INVESTORS USA INSURANCE COMPANY                                      
STATEMENTS OF CHANGES IN NET ASSETS -- (CONTINUED)                              
FOR THE YEARS ENDED DECEMBER 31, 2011 AND 2010                                  

                                                        [Enlarge/Download Table]
                                                                                                                                    
                                                                                                                                    
                                    MIST METLIFE BALANCED STRATEGY  MIST METLIFE DEFENSIVE STRATEGY    MIST METLIFE GROWTH STRATEGY 
                                                       SUB-ACCOUNT                      SUB-ACCOUNT                     SUB-ACCOUNT 
                                    ------------------------------- -------------------------------- -------------------------------
                                         2011             2010            2011             2010           2011           2010       
                                    --------------- --------------- ---------------- --------------- --------------- ---------------
INCREASE (DECREASE) IN NET ASSETS:                                                                                                  
FROM OPERATIONS:                                                                                                                    
  Net investment income (loss)      $     (321,986) $   23,823,222  $   13,078,305   $   24,675,209  $   (4,554,922) $    4,153,595 
  Net realized gains (losses)           (7,135,125)     (8,304,795)     14,867,735        6,974,977     (39,528,555)    (69,645,465)
  Change in unrealized gains                                                                                                        
     (losses) on investments          (245,352,817)    615,445,203     (24,804,181)     129,661,482    (246,366,960)    719,869,373 
                                    --------------- --------------- ---------------- --------------- --------------- ---------------
     Net increase (decrease)                                                                                                        
       in net assets resulting                                                                                                      
       from operations                (252,809,928)    630,963,630       3,141,859      161,311,668    (290,450,437)    654,377,503 
                                    --------------- --------------- ---------------- --------------- --------------- ---------------
CONTRACT TRANSACTIONS:                                                                                                              
  Purchase payments received                                                                                                        
     from contract owners              814,583,313     999,224,042     182,485,981      289,119,491     193,760,643     209,101,091 
  Net transfers (including fixed                                                                                                    
     account)                          196,744,445     306,719,217     195,534,217      209,055,614    (151,802,510)   (103,089,847)
  Contract charges                     (57,236,656)    (39,416,993)    (18,564,973)     (13,246,517)    (47,370,881)    (44,853,911)
  Transfers for contract benefits                                                                                                   
     and terminations                 (373,915,527)   (292,332,034)   (137,707,918)    (108,776,548)   (290,038,140)   (229,225,934)
                                    --------------- --------------- ---------------- --------------- --------------- ---------------
     Net increase (decrease)                                                                                                        
       in net assets resulting                                                                                                      
       from contract transactions      580,175,575     974,194,232     221,747,307      376,152,040    (295,450,888)   (168,068,601)
                                    --------------- --------------- ---------------- --------------- --------------- ---------------
     Net increase (decrease)                                                                                                        
       in net assets                   327,365,647   1,605,157,862     224,889,166      537,463,708    (585,901,325)    486,308,902 
NET ASSETS:                                                                                                                         
  Beginning of year                  6,437,293,439   4,832,135,577   2,003,850,499    1,466,386,791   5,512,372,206   5,026,063,304 
                                    --------------- --------------- ---------------- --------------- --------------- ---------------
  End of year                       $6,764,659,086  $6,437,293,439  $2,228,739,665   $2,003,850,499  $4,926,470,881  $5,512,372,206 
                                    =============== =============== ================ =============== =============== ===============

(a) For the period March 15, 2010 to December 31, 2010.                         

(b) For the period May 2, 2011 to December 31, 2011.                            

(c) For the period May 3, 2010 to December 31, 2010.                            

The accompanying notes are an integral part of these financial statements.      

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                                                                                                                               MIST
  MIST METLIFE MODERATE STRATEGY  MIST MFS EMERGING MARKETS EQUITY  MIST MFS RESEARCH INTERNATIONAL   MORGAN STANLEY MID CAP GROWTH
                     SUB-ACCOUNT                       SUB-ACCOUNT                      SUB-ACCOUNT                     SUB-ACCOUNT
--------------------------------- --------------------------------  -------------------------------- ------------------------------
       2011              2010             2011             2010           2011              2010           2011            2010    
---------------- ---------------- ---------------- ---------------  ---------------- --------------- ---------------- -------------
$    8,260,756   $    21,827,918   $     (671,032)   $ (1,558,940)  $     853,295    $     219,400   $   (943,364)    $(1,024,509) 
     4,489,424        (1,300,604)       2,261,367         184,674      (1,887,551)      (4,301,992)     3,247,280         249,855  
   (77,648,493)      249,479,440      (86,014,482)     57,796,915     (37,450,859)      32,018,558    (12,429,566)     19,404,837  
---------------- ---------------- ---------------- ---------------  ---------------- --------------- ---------------- -------------
   (64,898,313)      270,006,754      (84,424,147)     56,422,649     (38,485,115)      27,935,966    (10,125,650)     18,630,183  
---------------- ---------------- ---------------- ---------------  ---------------- --------------- ---------------- -------------
   403,616,625       566,634,946       90,838,512      98,823,178      29,751,782       33,595,278     42,198,117      20,931,300  
    95,648,790       221,642,130       17,483,888      33,608,948         717,053       (4,781,993)    (5,096,769)       (368,519) 
   (28,680,181)      (18,256,739)      (3,183,140)     (1,721,209)     (2,096,405)      (1,690,651)      (769,195)       (484,810) 
  (175,664,925)     (134,165,438)     (16,209,205)    (11,726,391)    (22,594,114)     (17,692,270)    (5,809,772)     (3,982,569) 
---------------- ---------------- ---------------- ---------------  ---------------- --------------- ---------------- -------------
   294,920,309       635,854,899       88,930,055     118,984,526       5,778,316        9,430,364     30,522,381      16,095,402  
---------------- ---------------- ---------------- ---------------  ---------------- --------------- ---------------- -------------
   230,021,996       905,861,653        4,505,908     175,407,175     (32,706,799)      37,366,330     20,396,731      34,725,585  
 3,094,289,659     2,188,428,006      365,169,255     189,762,080     318,521,626      281,155,296     89,015,672      54,290,087  
---------------- ---------------- ---------------- ---------------  ---------------- --------------- ---------------- -------------
$3,324,311,655   $ 3,094,289,659   $  369,675,163    $365,169,255   $ 285,814,827    $ 318,521,626   $109,412,403     $89,015,672  
================ ================ ================ ===============  ================ =============== ================ =============

The accompanying notes are an integral part of these financial statements.      

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METLIFE INVESTORS USA SEPARATE ACCOUNT A                                        
OF METLIFE INVESTORS USA INSURANCE COMPANY                                      
STATEMENTS OF CHANGES IN NET ASSETS -- (CONTINUED)                              
FOR THE YEARS ENDED DECEMBER 31, 2011 AND 2010                                  

                                                        [Enlarge/Download Table]
                                                                                                                                    
                                                                                                                                    
                                                                MIST                    MIST PIMCO                                  
                                    OPPENHEIMER CAPITAL APPRECIATION      INFLATION PROTECTED BOND          MIST PIMCO TOTAL RETURN 
                                                         SUB-ACCOUNT                   SUB-ACCOUNT                      SUB-ACCOUNT 
                                    --------------------------------- ----------------------------- --------------------------------
                                            2011             2010           2011           2010            2011             2010    
                                    ------------------ -------------- -------------- -------------- --------------- ----------------
INCREASE (DECREASE) IN NET ASSETS:                                                                                                  
FROM OPERATIONS:                                                                                                                    
  Net investment income (loss)        $  (2,724,394)   $  (2,151,099) $     248,916    $ 3,575,617  $   21,344,897   $   23,217,472 
  Net realized gains (losses)            (7,215,537)      (9,290,928)    44,131,061     15,232,778      63,047,734       11,470,536 
  Change in unrealized gains                                                                                                        
     (losses) on investments              4,937,085       25,130,998     34,838,493     12,409,725     (55,437,622)      43,519,330 
                                    ------------------ -------------- -------------- -------------- --------------- ----------------
     Net increase (decrease)                                                                                                        
       in net assets resulting                                                                                                      
       from operations                   (5,002,846)      13,688,971     79,218,470     31,218,120      28,955,009       78,207,338 
                                    ------------------ -------------- -------------- -------------- --------------- ----------------
CONTRACT TRANSACTIONS:                                                                                                              
  Purchase payments received                                                                                                        
     from contract owners                 3,688,939        3,281,141    160,129,547    186,076,017     333,186,254      528,002,334 
  Net transfers (including fixed                                                                                                    
     account)                            (8,584,991)      (7,070,024)    43,327,552     55,668,915     149,409,647      193,559,819 
  Contract charges                         (881,536)        (906,090)    (7,523,652)    (3,960,123)    (17,297,164)      (9,123,029)
  Transfers for contract benefits                                                                                                   
     and terminations                   (17,745,634)     (14,069,318)   (49,718,972)   (36,501,799)   (115,097,777)     (84,494,300)
                                    ------------------ -------------- -------------- -------------- --------------- ----------------
     Net increase (decrease)                                                                                                        
       in net assets resulting                                                                                                      
       from contract transactions       (23,523,222)     (18,764,291)   146,214,475    201,283,010     350,200,960      627,944,824 
                                    ------------------ -------------- -------------- -------------- --------------- ----------------
     Net increase (decrease)                                                                                                        
       in net assets                    (28,526,068)      (5,075,320)   225,432,945    232,501,130     379,155,969      706,152,162 
NET ASSETS:                                                                                                                         
  Beginning of year                     196,389,755      201,465,075    711,162,874    478,661,744   1,761,602,464    1,055,450,302 
                                    ------------------ -------------- -------------- -------------- --------------- ----------------
  End of year                         $ 167,863,687    $ 196,389,755  $ 936,595,819   $711,162,874  $2,140,758,433   $1,761,602,464 
                                    ================== ============== ============== ============== =============== ================

(a) For the period March 15, 2010 to December 31, 2010.                         

(b) For the period May 2, 2011 to December 31, 2011.                            

(c) For the period May 3, 2010 to December 31, 2010.                            

The accompanying notes are an integral part of these financial statements.      

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                                                                       MIST PYRAMIS                                 
                                                                         GOVERNMENT                  MIST RAINIER   
               MIST PIONEER FUND     MIST PIONEER STRATEGIC INCOME           INCOME              LARGE CAP EQUITY   
                     SUB-ACCOUNT                       SUB-ACCOUNT      SUB-ACCOUNT                   SUB-ACCOUNT   
----------------------------------- --------------------------------- ---------------- -----------------------------
           2011             2010             2011             2010          2011 (b)           2011          2010   
------------------ ---------------- ---------------- ---------------- ---------------- --------------- -------------
  $    (404,574)    $   (478,869)   $  15,499,854    $  10,372,053    $    (133,903)   $   (626,323)   $  (418,759) 
          2,955           88,907        3,282,994          393,452        3,899,211         506,257       (368,008) 
     (8,916,886)      13,686,623       (9,616,858)      20,915,857        6,372,332      (2,839,226)     5,878,677  
------------------ ---------------- ---------------- ---------------- ---------------- --------------- -------------
     (9,318,505)      13,296,661        9,165,990       31,681,362       10,137,640      (2,959,292)     5,091,910  
------------------ ---------------- ---------------- ---------------- ---------------- --------------- -------------
     61,189,474       43,813,736      177,819,764      122,502,926      409,917,993      10,685,807      8,349,710  
     10,727,039        6,452,572       26,591,363       35,965,663       74,096,298       6,717,153       (344,347) 
     (1,064,843)        (405,987)      (3,302,752)      (1,532,681)              --        (414,459)      (271,652) 
     (5,980,748)      (3,551,027)     (29,614,683)     (20,015,981)      (3,678,580)     (1,926,027)    (1,335,546) 
------------------ ---------------- ---------------- ---------------- ---------------- --------------- -------------
     64,870,922       46,309,294      171,493,692      136,919,927      480,335,711      15,062,474      6,398,165  
------------------ ---------------- ---------------- ---------------- ---------------- --------------- -------------
     55,552,417       59,605,955      180,659,682      168,601,289      490,473,351      12,103,182     11,490,075  
    112,914,666       53,308,711      419,601,867      251,000,578               --      45,894,091     34,404,016  
------------------ ---------------- ---------------- ---------------- ---------------- --------------- -------------
  $ 168,467,083     $112,914,666    $ 600,261,549    $ 419,601,867    $ 490,473,351    $ 57,997,273    $45,894,091  
================== ================ ================ ================ ================ =============== =============

The accompanying notes are an integral part of these financial statements.      

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METLIFE INVESTORS USA SEPARATE ACCOUNT A                                        
OF METLIFE INVESTORS USA INSURANCE COMPANY                                      
STATEMENTS OF CHANGES IN NET ASSETS -- (CONTINUED)                              
FOR THE YEARS ENDED DECEMBER 31, 2011 AND 2010                                  

                                                        [Enlarge/Download Table]
                                                                                                                                    
                                                                                                                                    
                                                MIST RCM TECHNOLOGY     MIST SSGA GROWTH AND INCOME ETF       MIST SSGA GROWTH ETF  
                                                        SUB-ACCOUNT                         SUB-ACCOUNT                SUB-ACCOUNT  
                                    --------------------------------- ---------------------------------- ---------------------------
                                           2011              2010         2011              2010              2011         2010     

INCREASE (DECREASE) IN NET ASSETS:                                                                                                  
FROM OPERATIONS:                                                                                                                    
  Net investment income (loss)      $    (1,887,518)   $  (1,373,160) $    2,335,351    $  (2,837,549)  $     74,049    $  (475,732)
  Net realized gains (losses)             2,692,086         (256,411)     27,169,125          133,539      2,402,527      1,702,495 
  Change in unrealized gains                                                                                                        
     (losses) on investments            (14,827,788)      22,084,395     (43,866,906)      78,303,612    (19,223,624)    29,566,077 
                                    ----------------- --------------- ---------------- ----------------- ------------- -------------
     Net increase (decrease)                                                                                                        
       in net assets resulting                                                                                                      
       from operations                  (14,023,220)      20,454,824     (14,362,430)      75,599,602    (16,747,048)    30,792,840 
                                    ----------------- --------------- ---------------- ----------------- ------------- -------------
CONTRACT TRANSACTIONS:                                                                                                              
  Purchase payments received                                                                                                        
     from contract owners                15,171,516       15,191,832     322,792,892      380,468,433     77,623,019     80,239,314 
  Net transfers (including fixed                                                                                                    
     account)                             1,760,386        4,638,445     135,843,318      246,936,681     39,485,865     59,618,400 
  Contract charges                         (785,114)        (485,886)    (12,290,454)      (4,250,216)    (3,529,118)    (1,658,321)
  Transfers for contract benefits                                                                                                   
     and terminations                    (8,210,063)      (4,684,902)    (37,015,016)     (17,106,759)   (13,153,235)    (6,830,381)
                                    ----------------- --------------- ---------------- ----------------- ------------- -------------
     Net increase (decrease)                                                                                                        
       in net assets resulting                                                                                                      
       from contract transactions         7,936,725       14,659,489     409,330,740      606,048,139     100,426,531   131,369,012 
                                    ----------------- --------------- ---------------- ----------------- ------------- -------------
     Net increase (decrease)                                                                                                        
       in net assets                     (6,086,495)      35,114,313     394,968,310      681,647,741      83,679,483   162,161,852 
NET ASSETS:                                                                                                                         
  Beginning of year                     109,729,016       74,614,703     995,772,752      314,125,011     325,453,346   163,291,494 
                                    ----------------- --------------- ---------------- ----------------- ------------- -------------
  End of year                       $   103,642,521    $ 109,729,016  $1,390,741,062    $ 995,772,752   $ 409,132,829  $325,453,346 
                                    ================= =============== ================ ================= ============= =============

(a) For the period March 15, 2010 to December 31, 2010.                         

(b) For the period May 2, 2011 to December 31, 2011.                            

(c) For the period May 3, 2010 to December 31, 2010.                            

The accompanying notes are an integral part of these financial statements.      

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                                                                MIST                            MIST                               
MIST T. ROWE PRICE LARGE CAP VALUE      T. ROWE PRICE MID CAP GROWTH    THIRD AVENUE SMALL CAP VALUE   MIST TURNER MID CAP GROWTH  
                       SUB-ACCOUNT                       SUB-ACCOUNT                     SUB-ACCOUNT                  SUB-ACCOUNT  
------------------------------------- ------------------------------- ------------------------------- -----------------------------
       2011                2010             2011             2010           2011             2010           2011          2010     
------------------ ------------------ ---------------- -------------- ---------------- -------------- ---------------- ------------
$    (4,421,942)    $   (2,179,634)    $ (7,260,503)   $  (4,952,884) $  (1,626,649)   $  (1,246,284)  $ (1,456,529)   $(1,052,221)
     (7,384,308)       (11,738,174)      18,524,237        1,190,797      1,034,386         (801,208)     1,449,705       (238,041)
    (17,691,215)        88,503,005      (28,498,595)      79,898,499    (33,815,082)      51,293,976     (8,573,460)    16,851,840 
------------------ ------------------ ---------------- -------------- ---------------- -------------- ---------------- ------------
    (29,497,465)        74,585,197      (17,234,861)      76,136,412    (34,407,345)      49,246,484     (8,580,284)    15,561,578 
------------------ ------------------ ---------------- -------------- ---------------- -------------- ---------------- ------------
     30,484,726         34,498,056       78,726,422       81,005,710     30,530,090       35,681,864     12,804,091     12,031,375 
     (3,998,104)        (9,485,921)      (8,433,758)      16,938,802     (9,772,257)      (1,476,974)       911,995      4,219,138 
     (2,253,601)        (1,907,565)      (3,394,080)      (1,874,240)    (1,969,170)      (1,539,921)      (633,919)      (401,167)
    (46,120,070)       (41,749,572)     (25,367,529)     (15,531,496)   (21,369,368)     (16,870,282)    (4,678,174)    (3,352,777)
------------------ ------------------ ---------------- -------------- ---------------- -------------- ---------------- ------------
    (21,887,049)       (18,645,002)      41,531,055       80,538,776     (2,580,705)      15,794,687      8,403,993     12,496,569 
------------------ ------------------ ---------------- -------------- ---------------- -------------- ---------------- ------------
    (51,384,514)        55,940,195       24,296,194      156,675,188    (36,988,050)      65,041,171       (176,291)    28,058,147 
    558,423,606        502,483,411      414,850,131      258,174,943    327,520,477      262,479,306     83,688,741     55,630,594 
------------------ ------------------ ---------------- -------------- ---------------- -------------- ---------------- ------------
$   507,039,092     $  558,423,606     $439,146,325    $ 414,850,131  $ 290,532,427    $ 327,520,477   $ 83,512,450    $83,688,741 
================== ================== ================ ============== ================ ============== ================ ============

The accompanying notes are an integral part of these financial statements.      

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METLIFE INVESTORS USA SEPARATE ACCOUNT A                                        
OF METLIFE INVESTORS USA INSURANCE COMPANY                                      
STATEMENTS OF CHANGES IN NET ASSETS -- (CONTINUED)                              
FOR THE YEARS ENDED DECEMBER 31, 2011 AND 2010                                  

                                                        [Enlarge/Download Table]
                                                                                                                                  
                                                                                                                                  
                                                                                                                     MSF BARCLAYS 
                                            MIST VAN KAMPEN COMSTOCK  MSF ARTIO INTERNATIONAL STOCK  CAPITAL AGGREGATE BOND INDEX 
                                                         SUB-ACCOUNT                    SUB-ACCOUNT                   SUB-ACCOUNT 
                                    --------------------------------- ------------------------------ -----------------------------
                                            2011             2010           2011           2010            2011           2010    
                                    ------------------ -------------- -------------- --------------- ---------------- ------------
INCREASE (DECREASE) IN NET ASSETS:                                                                                                
FROM OPERATIONS:                                                                                                                  
  Net investment income (loss)      $    (1,034,826)   $    (119,726) $      (467)   $       (7,860) $   1,947,945    $   605,025 
  Net realized gains (losses)               900,637          104,490     (261,978)         (397,491)       315,491        114,537 
  Change in unrealized gains                                                                                                      
     (losses) on investments             (8,468,416)      25,565,625     (504,227)          580,114      4,224,865        572,374 
                                    ------------------ -------------- -------------- --------------- ---------------- ------------
     Net increase (decrease)                                                                                                      
       in net assets resulting                                                                                                    
       from operations                   (8,602,605)      25,550,389     (766,672)          174,763      6,488,301      1,291,936 
                                    ------------------ -------------- -------------- --------------- ---------------- ------------
CONTRACT TRANSACTIONS:                                                                                                            
  Purchase payments received                                                                                                      
     from contract owners                51,165,602       45,629,577       10,658            16,090     28,770,480     39,404,408 
  Net transfers (including fixed                                                                                                  
     account)                            11,287,586       10,047,975       61,173           205,234     14,687,646     18,788,029 
  Contract charges                       (1,720,362)        (973,881)      (1,072)           (1,253)      (982,596)      (281,641)
  Transfers for contract benefits                                                                                                 
     and terminations                   (16,228,131)     (10,735,249)    (480,245)         (370,265)    (5,464,816)    (2,421,734)
                                    ------------------ -------------- -------------- --------------- ---------------- ------------
     Net increase (decrease)                                                                                                      
       in net assets resulting                                                                                                    
       from contract transactions        44,504,695       43,968,422     (409,486)         (150,194)    37,010,714     55,489,062 
                                    ------------------ -------------- -------------- --------------- ---------------- ------------
     Net increase (decrease)                                                                                                      
       in net assets                     35,902,090       69,518,811   (1,176,158)           24,569     43,499,015     56,780,998 
NET ASSETS:                                                                                                                       
  Beginning of year                     230,561,318      161,042,507    3,979,701         3,955,132     86,674,964     29,893,966 
                                    ------------------ -------------- -------------- --------------- ---------------- ------------
  End of year                       $   266,463,408    $ 230,561,318  $ 2,803,543    $    3,979,701  $ 130,173,979    $86,674,964 
                                    ================== ============== ============== =============== ================ ============

(a) For the period March 15, 2010 to December 31, 2010.                         

(b) For the period May 2, 2011 to December 31, 2011.                            

(c) For the period May 3, 2010 to December 31, 2010.                            

The accompanying notes are an integral part of these financial statements.      

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                                                                                 MSF BLACKROCK                                    
     MSF BLACKROCK BOND INCOME    MSF BLACKROCK LARGE CAP VALUE        LEGACY LARGE CAP GROWTH       MSF BLACKROCK MONEY MARKET   
                   SUB-ACCOUNT                     SUB-ACCOUNT                     SUB-ACCOUNT                      SUB-ACCOUNT   
--------------------------------- -------------------------------- ------------------------------ --------------------------------
       2011            2010           2011              2010            2011           2010             2011            2010      
----------------- --------------- -------------- ----------------- --------------- -------------- ---------------- ---------------
$    1,050,232    $    946,236    $    (5,040)   $       (6,964)   $   (172,815)   $  (117,547)   $  (9,579,710)   $ (9,500,601)  
       209,734          88,985        (83,604)         (131,394)        528,200        313,167               --              --   
     1,003,839       1,711,245        126,889           334,187      (1,851,168)     1,246,529               --              --   
----------------- --------------- -------------- ----------------- --------------- -------------- ---------------- ---------------
     2,263,805       2,746,466         38,245           195,829      (1,495,783)     1,442,149       (9,579,710)     (9,500,601)  
----------------- --------------- -------------- ----------------- --------------- -------------- ---------------- ---------------
     5,985,522       7,431,346        188,074           206,964       2,010,128        718,471      174,296,327     200,280,780   
       415,326         (24,972)       346,199             5,765       2,344,082       (103,953)      42,625,335    (102,198,285)  
      (455,472)       (346,239)          (212)             (291)        (76,170)       (44,148)      (5,507,909)     (4,785,118)  
    (6,006,341)     (5,107,032)      (554,227)         (319,095)       (996,762)      (868,449)    (122,094,836)   (106,443,255)  
----------------- --------------- -------------- ----------------- --------------- -------------- ---------------- ---------------
       (60,965)      1,953,103        (20,166)         (106,657)      3,281,278       (298,079)      89,318,917     (13,145,878)  
----------------- --------------- -------------- ----------------- --------------- -------------- ---------------- ---------------
     2,202,840       4,699,569         18,079            89,172       1,785,495      1,144,070       79,739,207     (22,646,479)  
    47,336,145      42,636,576      2,872,585         2,783,413       9,563,155      8,419,085      553,885,805     576,532,284   
----------------- --------------- -------------- ----------------- --------------- -------------- ---------------- ---------------
$   49,538,985    $ 47,336,145    $ 2,890,664    $    2,872,585    $ 11,348,650    $ 9,563,155    $ 633,625,012    $553,885,805   
================= =============== ============== ================= =============== ============== ================ ===============

The accompanying notes are an integral part of these financial statements.      

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METLIFE INVESTORS USA SEPARATE ACCOUNT A                                        
OF METLIFE INVESTORS USA INSURANCE COMPANY                                      
STATEMENTS OF CHANGES IN NET ASSETS -- (CONTINUED)                              
FOR THE YEARS ENDED DECEMBER 31, 2011 AND 2010                                  

                                                        [Enlarge/Download Table]
                                                                                                                                  
                                                                                                                                  
                                             MSF DAVIS VENTURE VALUE          MSF FI VALUE LEADERS            MSF JENNISON GROWTH 
                                                         SUB-ACCOUNT                   SUB-ACCOUNT                    SUB-ACCOUNT 
                                    ----------------------------------- ----------------------------- ----------------------------
                                            2011             2010             2011         2010            2011           2010    
                                    ------------------ ---------------- -------------- -------------- -------------- -------------
INCREASE (DECREASE) IN NET ASSETS:                                                                                                
FROM OPERATIONS:                                                                                                                  
  Net investment income (loss)      $    (3,661,209)    $ (3,847,449)   $   (36,847)   $   (15,392)   $  (3,862,754) $ (2,553,927)
  Net realized gains (losses)             3,865,479          724,558       (166,827)      (191,128)       4,303,744       113,415 
  Change in unrealized gains                                                                                                      
     (losses) on investments            (37,130,418)      57,763,744       (198,036)       775,693       (4,175,864)   23,243,885 
                                    ------------------ ---------------- -------------- -------------- -------------- -------------
     Net increase (decrease)                                                                                                      
       in net assets resulting                                                                                                    
       from operations                  (36,926,148)      54,640,853       (401,710)       569,173       (3,734,874)   20,803,373 
                                    ------------------ ---------------- -------------- -------------- -------------- -------------
CONTRACT TRANSACTIONS:                                                                                                            
  Purchase payments received                                                                                                      
     from contract owners                68,707,355       88,556,952        502,756        930,358       28,373,571    37,818,417 
  Net transfers (including fixed                                                                                                  
     account)                             1,728,239        8,497,558        339,769        234,046       (3,830,425)    6,868,212 
  Contract charges                       (4,208,506)      (2,997,527)       (40,341)       (26,263)      (1,729,006)   (1,222,061)
  Transfers for contract benefits                                                                                                 
     and terminations                   (36,932,443)     (29,777,128)    (1,066,219)      (512,619)     (14,724,813)  (11,101,785)
                                    ------------------ ---------------- -------------- -------------- -------------- -------------
     Net increase (decrease)                                                                                                      
       in net assets resulting                                                                                                    
       from contract transactions        29,294,645       64,279,855       (264,035)       625,522        8,089,327    32,362,783 
                                    ------------------ ---------------- -------------- -------------- -------------- -------------
     Net increase (decrease)                                                                                                      
       in net assets                     (7,631,503)     118,920,708       (665,745)     1,194,695        4,354,453    53,166,156 
NET ASSETS:                                                                                                                       
  Beginning of year                     606,785,200      487,864,492      5,267,530      4,072,835      243,817,657   190,651,501 
                                    ------------------ ---------------- -------------- -------------- -------------- -------------
  End of year                       $   599,153,697     $606,785,200    $ 4,601,785    $ 5,267,530    $ 248,172,110  $243,817,657 
                                    ================== ================ ============== ============== ============== =============

(a) For the period March 15, 2010 to December 31, 2010.                         

(b) For the period May 2, 2011 to December 31, 2011.                            

(c) For the period May 3, 2010 to December 31, 2010.                            

The accompanying notes are an integral part of these financial statements.      

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                                                                          MSF MET/DIMENSIONAL                                      
MSF LOOMIS SAYLES SMALL CAP CORE   MSF MET/ARTISAN MID CAP VALUE  INTERNATIONAL SMALL COMPANY  MSF METLIFE CONSERVATIVE ALLOCATION 
                     SUB-ACCOUNT                     SUB-ACCOUNT                  SUB-ACCOUNT                          SUB-ACCOUNT 
--------------------------------- ------------------------------- ---------------------------  ------------------------------------
      2011              2010             2011           2010            2011          2010          2011           2010            
----------------- --------------- ---------------- -------------- --------------- -----------  --------------- --------------------
$     (163,817)   $      (66,625) $  (1,804,625)   $  (2,016,341) $    163,960    $   (74,101) $       67,670      $    275,768    
       236,293            52,849     (4,721,063)      (8,689,096)    1,929,239      1,440,494         122,681           354,562    
      (316,577)        1,146,011     16,718,666       35,137,677   (11,314,641)     4,020,489         (26,700)          307,150    
----------------- --------------- ---------------- -------------- --------------- -----------  --------------- --------------------
      (244,101)        1,132,235     10,192,978       24,432,240    (9,221,442)     5,386,882         163,651           937,480    
----------------- --------------- ---------------- -------------- --------------- -----------  --------------- --------------------
     3,145,758         3,008,912     14,435,287       15,548,005    12,367,561     11,080,864           9,587            74,196    
       790,442         1,307,578     (4,525,054)      (7,453,544)   10,261,540      3,658,370       1,116,876        (1,366,604)   
       (97,951)          (28,834)    (1,217,992)      (1,007,295)     (349,341)      (146,969)        (77,051)          (80,329)   
      (500,976)         (186,487)   (17,228,405)     (13,585,886)   (1,583,390)    (1,665,871)       (815,906)         (337,980)   
----------------- --------------- ---------------- -------------- --------------- -----------  --------------- --------------------
     3,337,273         4,101,169     (8,536,164)      (6,498,720)   20,696,370     12,926,394         233,506        (1,710,717)   
----------------- --------------- ---------------- -------------- --------------- -----------  --------------- --------------------
     3,093,172         5,233,404      1,656,814       17,933,520    11,474,928     18,313,276         397,157          (773,237)   
     7,224,075         1,990,671    213,857,206      195,923,686    35,750,236     17,436,960       9,998,191        10,771,428    
----------------- --------------- ---------------- -------------- --------------- -----------  --------------- --------------------
$   10,317,247    $    7,224,075  $ 215,514,020    $ 213,857,206  $ 47,225,164    $35,750,236  $   10,395,348      $  9,998,191    
================= =============== ================ ============== =============== ============ =============== ====================

The accompanying notes are an integral part of these financial statements.      

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METLIFE INVESTORS USA SEPARATE ACCOUNT A                                        
OF METLIFE INVESTORS USA INSURANCE COMPANY                                      
STATEMENTS OF CHANGES IN NET ASSETS -- (CONTINUED)                              
FOR THE YEARS ENDED DECEMBER 31, 2011 AND 2010                                  

                                                        [Enlarge/Download Table]
                                                                                                                                    
                                                                                                                                    
                                                        MSF METLIFE                                                                 
                                CONSERVATIVE TO MODERATE ALLOCATION MSF METLIFE MID CAP STOCK INDEX  MSF METLIFE MODERATE ALLOCATION
                                                        SUB-ACCOUNT                     SUB-ACCOUNT                      SUB-ACCOUNT
                                 ----------------------------------- ------------------------------- -------------------------------
                                         2011              2010            2011             2010             2011            2010   
                                 ------------------ ---------------- ------------- ------------------ --------------- --------------
INCREASE (DECREASE) IN NET ASSETS:                                                                                                  
FROM OPERATIONS:                                                                                                                    
  Net investment income (loss)     $      31,247       $    138,702   $   (611,052)   $    (260,215)   $     (96,570) $     363,596 
  Net realized gains (losses)            249,879            107,507      3,676,366          (14,190)          92,206       (281,593)
  Change in unrealized gains                                                                                                        
     (losses) on investments            (318,879)           548,177     (6,803,063)       9,587,123       (1,412,843)     4,846,286 
                                 ------------------ ---------------- ------------- ------------------ --------------- --------------
     Net increase (decrease)                                                                                                        
       in net assets resulting                                                                                                      
       from operations                   (37,753)           794,386     (3,737,749)       9,312,718       (1,417,207)     4,928,289 
                                 ------------------ ---------------- ------------- ------------------ --------------- --------------
CONTRACT TRANSACTIONS:                                                                                                              
  Purchase payments received                                                                                                        
     from contract owners                 27,147             69,146     21,214,056       19,332,219          529,488        416,630 
  Net transfers (including fixed                                                                                                    
     account)                           (917,334)           (80,023)     4,811,816        8,788,748          755,597        941,258 
  Contract charges                       (63,552)           (70,068)      (495,418)        (121,148)        (401,703)      (393,540)
  Transfers for contract benefits                                                                                                   
     and terminations                 (1,122,419)          (471,770)    (3,459,711)      (1,822,663)      (3,899,306)    (2,033,561)
                                 ------------------ ---------------- ------------- ------------------ --------------- --------------
     Net increase (decrease)                                                                                                        
       in net assets resulting                                                                                                      
       from contract transactions     (2,076,158)          (552,715)    22,070,743       26,177,156       (3,015,924)    (1,069,213)
                                 ------------------ ---------------- ------------- ------------------ --------------- --------------
     Net increase (decrease)                                                                                                        
       in net assets                  (2,113,911)           241,671     18,332,994       35,489,874       (4,433,131)     3,859,076 
NET ASSETS:                                                                                                                         
  Beginning of year                    9,257,856          9,016,185     59,472,935       23,983,061       48,715,861     44,856,785 
                                 ------------------ ---------------- ------------- ------------------ --------------- --------------
  End of year                      $   7,143,945       $  9,257,856   $ 77,805,929    $  59,472,935    $  44,282,730  $  48,715,861 
                                 ================== ================ ============= ================== =============== ==============

(a) For the period March 15, 2010 to December 31, 2010.                         

(b) For the period May 2, 2011 to December 31, 2011.                            

(c) For the period May 3, 2010 to December 31, 2010.                            

The accompanying notes are an integral part of these financial statements.      

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                      MSF METLIFE                                                                                                   
MODERATE TO AGGRESSIVE ALLOCATION           MSF METLIFE STOCK INDEX            MSF MFS TOTAL RETURN                 MSF MFS VALUE   
                      SUB-ACCOUNT                       SUB-ACCOUNT                     SUB-ACCOUNT                   SUB-ACCOUNT   
------------------------------------ --------------------------------- ------------------------------- -----------------------------
          2011               2010             2011             2010         2011            2010            2011          2010      
----------------- ------------------ ---------------- ---------------- --------------- --------------- --------------- -------------
$     (161,655)   $       219,362    $    (541,316)   $    (321,143)   $    420,877    $    521,435    $    (51,339)   $  (135,936) 
      (336,754)          (651,563)       6,222,006       (1,255,570)       (473,539)       (860,808)        110,867       (310,701) 
    (2,412,130)         6,983,802       (6,858,838)      38,151,546         350,834       3,449,400        (361,758)     4,411,295  
----------------- ------------------ ---------------- ---------------- --------------- --------------- --------------- -------------
    (2,910,539)         6,551,601       (1,178,148)      36,574,833         298,172       3,110,027        (302,230)     3,964,658  
----------------- ------------------ ---------------- ---------------- --------------- --------------- --------------- -------------
       354,953            283,570       35,862,652       42,455,345       1,538,084       2,095,943       5,478,914      6,763,435  
      (692,805)           770,376        3,699,860        3,607,353        (917,347)       (777,300)     (3,242,915)     2,915,996  
      (534,363)          (520,426)      (1,876,090)      (1,245,063)        (94,916)        (82,268)       (342,572)      (238,593) 
    (5,262,248)        (1,880,898)     (23,701,570)     (19,449,033)     (5,109,884)     (4,441,917)     (3,266,565)    (1,959,275) 
----------------- ------------------ ---------------- ---------------- --------------- --------------- --------------- -------------
    (6,134,463)        (1,347,378)      13,984,852       25,368,602      (4,584,063)     (3,205,542)     (1,373,138)     7,481,563  
----------------- ------------------ ---------------- ---------------- --------------- --------------- --------------- -------------
    (9,045,002)         5,204,223       12,806,704       61,943,435      (4,285,891)        (95,515)     (1,675,368)    11,446,221  
    57,766,976         52,562,753      343,187,076      281,243,641      40,676,709      40,772,224      45,430,281     33,984,060  
----------------- ------------------ ---------------- ---------------- --------------- --------------- --------------- -------------
$   48,721,974    $    57,766,976    $ 355,993,780    $ 343,187,076    $ 36,390,818    $ 40,676,709    $ 43,754,913    $45,430,281  
================= ================== ================ ================ =============== =============== =============== =============

The accompanying notes are an integral part of these financial statements.      

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METLIFE INVESTORS USA SEPARATE ACCOUNT A                                        
OF METLIFE INVESTORS USA INSURANCE COMPANY                                      
STATEMENTS OF CHANGES IN NET ASSETS -- (CONTINUED)                              
FOR THE YEARS ENDED DECEMBER 31, 2011 AND 2010                                  

                                                        [Enlarge/Download Table]
                                                                                                                                    
                                                                                                                                    
                                                                                                                               MSF  
                                        MSF MORGAN STANLEY EAFE INDEX  MSF NEUBERGER BERMAN GENESIS  NEUBERGER BERMAN MID CAP VALUE 
                                                          SUB-ACCOUNT                   SUB-ACCOUNT                     SUB-ACCOUNT 
                                    ---------------------------------- ----------------------------- -------------------------------
                                            2011             2010            2011           2010           2011            2010     
                                    ------------------ --------------- --------------- ------------- -------------- ----------------
INCREASE (DECREASE) IN NET ASSETS:                                                                                                  
FROM OPERATIONS:                                                                                                                    
  Net investment income (loss)        $     516,838     $     300,599   $   (65,542)    $   (71,882)  $  (38,624)    $      (10,254)
  Net realized gains (losses)              (214,534)         (373,439)     (367,718)       (650,477)      11,924             14,391 
  Change in unrealized gains                                                                                                        
     (losses) on investments            (11,175,105)        3,884,414       835,096       2,336,728     (341,843)           277,374 
                                    ------------------ --------------- --------------- ------------- -------------- ----------------
     Net increase (decrease)                                                                                                        
       in net assets resulting                                                                                                      
       from operations                  (10,872,801)        3,811,574       401,836       1,614,369     (368,543)           281,511 
                                    ------------------ --------------- --------------- ------------- -------------- ----------------
CONTRACT TRANSACTIONS:                                                                                                              
  Purchase payments received                                                                                                        
     from contract owners                17,895,684        21,515,731     1,545,630         913,386    2,485,937          1,248,510 
  Net transfers (including fixed                                                                                                    
     account)                             6,493,942         8,263,400       425,035        (369,832)     (81,603)           245,962 
  Contract charges                         (482,401)         (160,371)       (1,915)           (690)     (25,178)            (3,205)
  Transfers for contract benefits                                                                                                   
     and terminations                    (2,709,903)       (1,694,141)     (833,642)       (920,397)    (113,206)           (13,696)
                                    ------------------ --------------- --------------- ------------- -------------- ----------------
     Net increase (decrease)                                                                                                        
       in net assets resulting                                                                                                      
       from contract transactions        21,197,322        27,924,619     1,135,108        (377,533)   2,265,950          1,477,571 
                                    ------------------ --------------- --------------- ------------- -------------- ----------------
     Net increase (decrease)                                                                                                        
       in net assets                     10,324,521        31,736,193     1,536,944       1,236,836    1,897,407          1,759,082 
NET ASSETS:                                                                                                                         
  Beginning of year                      58,834,689        27,098,496     9,730,049       8,493,213    1,984,636            225,554 
                                    ------------------ --------------- --------------- ------------- -------------- ----------------
  End of year                         $  69,159,210     $  58,834,689   $11,266,993     $ 9,730,049   $3,882,043     $    1,984,636 
                                    ================== =============== =============== ============= ============== ================

(a) For the period March 15, 2010 to December 31, 2010.                         

(b) For the period May 2, 2011 to December 31, 2011.                            

(c) For the period May 3, 2010 to December 31, 2010.                            

The accompanying notes are an integral part of these financial statements.      

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                                                                                            MSF                               MSF   
MSF OPPENHEIMER GLOBAL EQUITY          MSF RUSSELL 2000 INDEX    T. ROWE PRICE LARGE CAP GROWTH    T. ROWE PRICE SMALL CAP GROWTH   
                  SUB-ACCOUNT                     SUB-ACCOUNT                       SUB-ACCOUNT                       SUB-ACCOUNT   
-------------------------------- ------------------------------- --------------------------------- ---------------------------------
       2011            2010            2011            2010           2011               2010           2011               2010     
---------------- --------------- --------------- --------------- -------------- ------------------ -------------- ------------------
$      33,748    $    (12,767)   $   (411,085)    $  (198,940)    $  (23,368)    $      (17,880)    $ (128,231)     $    (110,115)  
       32,088        (121,999)        817,885          84,268         50,572              4,288        674,320            262,986   
   (1,057,952)      1,598,724      (4,414,923)      7,422,690        (71,297)           174,952       (496,604)         1,841,343   
---------------- --------------- --------------- --------------- -------------- ------------------ -------------- ------------------
     (992,116)      1,463,958      (4,008,123)      7,308,018        (44,093)           161,360         49,485          1,994,214   
---------------- --------------- --------------- --------------- -------------- ------------------ -------------- ------------------
       14,604          45,146      17,451,216      17,061,843         10,423              4,645        164,091            153,649   
     (112,692)       (349,931)      6,432,166       8,588,645        290,485            156,041       (107,084)           152,774   
      (48,035)        (46,244)       (418,129)       (110,588)          (525)              (517)       (64,784)           (55,446)  
     (803,879)       (744,464)     (2,168,425)     (1,392,164)      (156,316)          (117,700)      (827,214)          (366,307)  
---------------- --------------- --------------- --------------- -------------- ------------------ -------------- ------------------
     (950,002)     (1,095,493)     21,296,828      24,147,736        144,067             42,469       (834,991)          (115,330)  
---------------- --------------- --------------- --------------- -------------- ------------------ -------------- ------------------
   (1,942,118)        368,465      17,288,705      31,455,754         99,974            203,829       (785,506)         1,878,884   
   11,272,119      10,903,654      46,792,763      15,337,009      1,365,647          1,161,818      8,285,648          6,406,764   
---------------- --------------- --------------- --------------- -------------- ------------------ -------------- ------------------
$   9,330,001    $ 11,272,119    $ 64,081,468     $46,792,763     $1,465,621     $    1,365,647     $7,500,142      $   8,285,648   
================ =============== =============== =============== ============== ================== ============== ==================

The accompanying notes are an integral part of these financial statements.      

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METLIFE INVESTORS USA SEPARATE ACCOUNT A                                        
OF METLIFE INVESTORS USA INSURANCE COMPANY                                      
STATEMENTS OF CHANGES IN NET ASSETS -- (CONTINUED)                              
FOR THE YEARS ENDED DECEMBER 31, 2011 AND 2010                                  

                                                        [Enlarge/Download Table]
                                                                                                                                    
                                                                                                                                    
                                                        MSF VAN ECK                 MSF WESTERN ASSET                               
                                           GLOBAL NATURAL RESOURCES        MANAGEMENT U.S. GOVERNMENT    NEUBERGER BERMAN GENESIS   
                                                        SUB-ACCOUNT                       SUB-ACCOUNT                 SUB-ACCOUNT   
                                    ---------------------------------- --------------------------------- ---------------------------
                                           2011              2010            2011             2010             2011         2010    
                                    ------------------ --------------- ---------------- ---------------- -------------- ------------
INCREASE (DECREASE) IN NET ASSETS:                                                                                                  
FROM OPERATIONS:                                                                                                                    
  Net investment income (loss)        $    (462,898)   $   (514,602)   $    (708,643)   $   1,314,477    $        (3)   $     (79)  
  Net realized gains (losses)             9,617,357       2,100,435        7,987,260          693,982            710          463   
  Change in unrealized gains                                                                                                        
     (losses) on investments            (31,541,279)     12,805,750        1,445,269        3,670,982           (351)       1,309   
                                    ------------------ --------------- ---------------- ---------------- -------------- ------------
     Net increase (decrease)                                                                                                        
       in net assets resulting                                                                                                      
       from operations                  (22,386,820)     14,391,583        8,723,886        5,679,441            356        1,693   
                                    ------------------ --------------- ---------------- ---------------- -------------- ------------
CONTRACT TRANSACTIONS:                                                                                                              
  Purchase payments received                                                                                                        
     from contract owners                34,219,632      29,380,798       59,541,185       59,447,399             --           --   
  Net transfers (including fixed                                                                                                    
     account)                            23,949,431      13,938,995       18,969,886       20,021,970             --           --   
  Contract charges                         (935,611)       (264,726)      (1,915,584)      (1,131,770)            --           --   
  Transfers for contract benefits                                                                                                   
     and terminations                    (2,885,420)       (710,853)     (14,697,313)     (10,034,988)        (1,576)      (1,815)  
                                    ------------------ --------------- ---------------- ---------------- -------------- ------------
     Net increase (decrease)                                                                                                        
       in net assets resulting                                                                                                      
       from contract transactions        54,348,032      42,344,214       61,898,174       68,302,611         (1,576)      (1,815)  
                                    ------------------ --------------- ---------------- ---------------- -------------- ------------
     Net increase (decrease)                                                                                                        
       in net assets                     31,961,212      56,735,797       70,622,060       73,982,052         (1,220)        (122)  
NET ASSETS:                                                                                                                         
  Beginning of year                      74,371,723      17,635,926      214,907,918      140,925,866          8,663        8,785   
                                    ------------------ --------------- ---------------- ---------------- -------------- ------------
  End of year                         $ 106,332,935    $ 74,371,723    $ 285,529,978    $ 214,907,918    $     7,443    $   8,663   
                                    ================== =============== ================ ================ ============== ============

(a) For the period March 15, 2010 to December 31, 2010.                         

(b) For the period May 2, 2011 to December 31, 2011.                            

(c) For the period May 3, 2010 to December 31, 2010.                            

The accompanying notes are an integral part of these financial statements.      

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                                     OPPENHEIMER VA                  OPPENHEIMER VA                                 
OPPENHEIMER VA CORE BOND    GLOBAL STRATEGIC INCOME    MAIN STREET SMALL- & MID-CAP    OPPENHEIMER VA MAIN STREET   
             SUB-ACCOUNT                SUB-ACCOUNT                     SUB-ACCOUNT                   SUB-ACCOUNT   
--------------------------- -------------------------- ------------------------------- -----------------------------
     2011          2010          2011          2010          2011            2010           2011           2010     
-------------- ------------ -------------- ----------- --------------- --------------- -------------- --------------
 $      447     $    781    $        76    $  1,178    $   (767,564)   $   (533,716)   $      (135)   $      (333)  
       (199)     (25,321)            58         610         203,212         126,865            433         (1,607)  
        420       27,071           (154)       (781)     (2,478,847)     12,065,565         (1,737)        17,514   
-------------- ------------ -------------- ----------- --------------- --------------- -------------- --------------
        668        2,531            (20)      1,007      (3,043,199)     11,658,714         (1,439)        15,574   
-------------- ------------ -------------- ----------- --------------- --------------- -------------- --------------
         --           --             --          --      19,198,573      18,693,771             --             --   
         --           --             --          --      (1,296,984)     (1,159,906)            --             --   
         --           --             --          --        (583,543)       (343,300)            --             --   
       (403)     (50,402)            (2)    (11,485)     (3,112,303)     (2,399,412)       (10,510)       (17,151)  
-------------- ------------ -------------- ----------- --------------- --------------- -------------- --------------
       (403)     (50,402)            (2)    (11,485)     14,205,743      14,791,153        (10,510)       (17,151)  
-------------- ------------ -------------- ----------- --------------- --------------- -------------- --------------
        265      (47,871)           (22)    (10,478)     11,162,544      26,449,867        (11,949)        (1,577)  
      9,885       57,756          4,097      14,575      70,331,777      43,881,910        119,249        120,826   
-------------- ------------ -------------- ----------- --------------- --------------- -------------- --------------
 $   10,150     $  9,885    $     4,075    $  4,097    $ 81,494,321    $ 70,331,777    $   107,300    $   119,249   
============== ============ ============== =========== =============== =============== ============== ==============

The accompanying notes are an integral part of these financial statements.      

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METLIFE INVESTORS USA SEPARATE ACCOUNT A                                        
OF METLIFE INVESTORS USA INSURANCE COMPANY                                      
STATEMENTS OF CHANGES IN NET ASSETS -- (CONTINUED)                              
FOR THE YEARS ENDED DECEMBER 31, 2011 AND 2010                                  

                                                        [Enlarge/Download Table]
                                                                                                                                 
                                                                                                                                 
                                              OPPENHEIMER VA MONEY      PIONEER VCT CULLEN VALUE    PIONEER VCT EMERGING MARKETS 
                                                       SUB-ACCOUNT                   SUB-ACCOUNT                     SUB-ACCOUNT 
                                    ------------------------------- ----------------------------- -------------------------------
                                           2011            2010           2011           2010           2011           2010      
                                    ---------------- -------------- -------------- -------------- -------------- ----------------
INCREASE (DECREASE) IN NET ASSETS:                                                                                               
FROM OPERATIONS:                                                                                                                 
  Net investment income (loss)          $    (1,601)  $   (1,605)    $  (16,195)    $  (18,476)    $  (14,258)    $    (14,019)  
  Net realized gains (losses)                    --           --         66,099         22,967        130,082           51,198   
  Change in unrealized gains                                                                                                     
     (losses) on investments                     --           --       (151,331)       155,011       (342,409)         110,840   
                                    ---------------- -------------- -------------- -------------- -------------- ----------------
     Net increase (decrease)                                                                                                     
       in net assets resulting                                                                                                   
       from operations                       (1,601)      (1,605)      (101,427)       159,502       (226,585)         148,019   
                                    ---------------- -------------- -------------- -------------- -------------- ----------------
CONTRACT TRANSACTIONS:                                                                                                           
  Purchase payments received                                                                                                     
     from contract owners                        --           --         49,717         54,370          1,532           43,087   
  Net transfers (including fixed                                                                                                 
     account)                                    --           --        (11,643)       197,796       (235,661)          45,142   
  Contract charges                               --           --        (22,314)       (19,010)        (7,667)          (7,268)  
  Transfers for contract benefits                                                                                                
     and terminations                            --           (2)       (71,015)       (67,707)       (38,456)         (37,357)  
                                    ---------------- -------------- -------------- -------------- -------------- ----------------
     Net increase (decrease)                                                                                                     
       in net assets resulting                                                                                                   
       from contract transactions                --           (2)       (55,255)       165,449       (280,252)          43,604   
                                    ---------------- -------------- -------------- -------------- -------------- ----------------
     Net increase (decrease)                                                                                                     
       in net assets                         (1,601)      (1,607)      (156,682)       324,951       (506,837)         191,623   
NET ASSETS:                                                                                                                      
  Beginning of year                         116,310      117,917      2,192,843      1,867,892      1,212,537        1,020,914   
                                    ---------------- -------------- -------------- -------------- -------------- ----------------
  End of year                           $   114,709   $  116,310     $2,036,161     $2,192,843     $  705,700     $  1,212,537   
                                    ================ ============== ============== ============== ============== ================

(a) For the period March 15, 2010 to December 31, 2010.                         

(b) For the period May 2, 2011 to December 31, 2011.                            

(c) For the period May 3, 2010 to December 31, 2010.                            

The accompanying notes are an integral part of these financial statements.      

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                                              PIONEER VCT                     PIONEER VCT                                 
PIONEER VCT EQUITY INCOME      IBBOTSON GROWTH ALLOCATION    IBBOTSON MODERATE ALLOCATION     PIONEER VCT MID CAP VALUE   
              SUB-ACCOUNT                     SUB-ACCOUNT                     SUB-ACCOUNT                   SUB-ACCOUNT   
---------------------------- ------------------------------- ------------------------------- -----------------------------
      2011          2010            2011           2010            2011            2010            2011          2010     
-------------- ------------- --------------- --------------- --------------- --------------- --------------- -------------
$     1,420    $    1,630    $     54,501    $     39,491     $    258,516   $     252,038    $   (382,036)  $  (225,376) 
     25,366        17,928         570,575         360,330          478,836         221,662        (196,587)     (237,712) 
     (8,175)       38,303      (1,522,642)      1,818,686       (1,687,092)      2,500,603      (3,104,961)    6,635,500  
-------------- ------------- --------------- --------------- --------------- --------------- --------------- -------------
     18,611        57,861        (897,566)      2,218,507         (949,740)      2,974,303      (3,683,584)    6,172,412  
-------------- ------------- --------------- --------------- --------------- --------------- --------------- -------------
     17,935         9,062         511,714       1,115,979          328,456         411,530      10,108,088     7,085,201  
      2,188        (9,014)         91,092        (327,776)        (397,747)        225,730          93,726       950,970  
     (3,408)       (2,995)       (171,221)       (126,183)        (304,770)       (244,941)       (247,775)     (158,947) 
    (39,808)      (33,620)     (1,184,076)       (428,428)        (224,335)       (166,894)     (3,747,196)   (2,465,321) 
-------------- ------------- --------------- --------------- --------------- --------------- --------------- -------------
    (23,093)      (36,567)       (752,491)        233,592         (598,396)        225,425       6,206,843     5,411,903  
-------------- ------------- --------------- --------------- --------------- --------------- --------------- -------------
     (4,482)       21,294      (1,650,057)      2,452,099       (1,548,136)      3,199,728       2,523,259    11,584,315  
    375,754       354,460      19,386,421      16,934,322       27,517,066      24,317,338      46,621,818    35,037,503  
-------------- ------------- --------------- --------------- --------------- --------------- --------------- -------------
$   371,272    $  375,754    $ 17,736,364    $ 19,386,421     $ 25,968,930   $  27,517,066    $ 49,145,077   $46,621,818  
============== ============= =============== =============== =============== =============== =============== =============

The accompanying notes are an integral part of these financial statements.      

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METLIFE INVESTORS USA SEPARATE ACCOUNT A                                        
OF METLIFE INVESTORS USA INSURANCE COMPANY                                      
STATEMENTS OF CHANGES IN NET ASSETS -- (CONCLUDED)                              
FOR THE YEARS ENDED DECEMBER 31, 2011 AND 2010                                  

                                                        [Enlarge/Download Table]
                                                                                                                                    
                                                                                                                                    
                                      PIONEER VCT REAL ESTATE SHARES   T. ROWE PRICE GROWTH STOCK  T. ROWE PRICE INTERNATIONAL STOCK
                                                         SUB-ACCOUNT                  SUB-ACCOUNT                        SUB-ACCOUNT
                                    -------------------------------- ---------------------------- ----------------------------------
                                           2011             2010           2011           2010           2011             2010      
                                    ---------------- --------------- -------------- ------------- -------------- -------------------
INCREASE (DECREASE) IN NET ASSETS:                                                                                                  
FROM OPERATIONS:                                                                                                                    
  Net investment income (loss)          $     1,519   $      1,872    $  (59,282)   $  (56,018)    $    2,664      $      2,058     
  Net realized gains (losses)                38,424         28,087       190,162        12,135          7,435            (5,699)    
  Change in unrealized gains                                                                                                        
     (losses) on investments                (16,981)        27,619      (236,045)    1,033,917       (113,333)          114,449     
                                    ---------------- --------------- -------------- ------------- -------------- -------------------
     Net increase (decrease)                                                                                                        
       in net assets resulting                                                                                                      
       from operations                       22,962         57,578      (105,165)      990,034       (103,234)          110,808     
                                    ---------------- --------------- -------------- ------------- -------------- -------------------
CONTRACT TRANSACTIONS:                                                                                                              
  Purchase payments received                                                                                                        
     from contract owners                     5,618          5,951       216,607       203,128         41,333            38,671     
  Net transfers (including fixed                                                                                                    
     account)                                32,428        (16,768)     (663,078)     (490,172)       (34,802)          (74,296)    
  Contract charges                           (2,402)        (2,048)       (1,812)       (1,988)          (248)             (245)    
  Transfers for contract benefits                                                                                                   
     and terminations                       (40,967)       (39,423)     (601,473)     (523,405)      (129,646)          (20,782)    
                                    ---------------- --------------- -------------- ------------- -------------- -------------------
     Net increase (decrease)                                                                                                        
       in net assets resulting                                                                                                      
       from contract transactions            (5,323)       (52,288)   (1,049,756)     (812,437)      (123,363)          (56,652)    
                                    ---------------- --------------- -------------- ------------- -------------- -------------------
     Net increase (decrease)                                                                                                        
       in net assets                         17,639          5,290    (1,154,921)      177,597       (226,597)           54,156     
NET ASSETS:                                                                                                                         
  Beginning of year                         234,208        228,918     7,170,858     6,993,261        932,126           877,970     
                                    ---------------- --------------- -------------- ------------- -------------- -------------------
  End of year                           $   251,847   $    234,208    $6,015,937    $7,170,858     $  705,529      $    932,126     
                                    ================ =============== ============== ============= ============== ===================

(a) For the period March 15, 2010 to December 31, 2010.                         

(b) For the period May 2, 2011 to December 31, 2011.                            

(c) For the period May 3, 2010 to December 31, 2010.                            

The accompanying notes are an integral part of these financial statements.      

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T. ROWE PRICE PRIME RESERVE          UIF U.S. REAL ESTATE   
                SUB-ACCOUNT                   SUB-ACCOUNT   
------------------------------ -----------------------------
      2011            2010            2011          2010    
-------------- --------------- --------------- -------------
$    (9,971)   $    (12,183)   $   (457,211)   $   402,580  
         --              --      (1,101,621)    (3,793,020) 
         --              --       4,597,096     18,634,695  
-------------- --------------- --------------- -------------
     (9,971)        (12,183)      3,038,264     15,244,255  
-------------- --------------- --------------- -------------
        256              --      14,746,373      7,881,010  
   (193,918)         27,384      (3,659,645)    (6,001,729) 
       (252)           (299)       (314,694)      (214,161) 
    (86,977)       (150,759)     (6,209,041)    (4,411,829) 
-------------- --------------- --------------- -------------
   (280,891)       (123,674)      4,562,993     (2,746,709) 
-------------- --------------- --------------- -------------
   (290,862)       (135,857)      7,601,257     12,497,546  
  1,264,618       1,400,475      68,963,648     56,466,102  
-------------- --------------- --------------- -------------
$   973,756    $  1,264,618    $ 76,564,905    $68,963,648  
============== =============== =============== =============

The accompanying notes are an integral part of these financial statements.      

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METLIFE INVESTORS USA SEPARATE ACCOUNT A                                        
OF METLIFE INVESTORS USA INSURANCE COMPANY                                      
NOTES TO THE FINANCIAL STATEMENTS                                               

1. ORGANIZATION                                                                 

MetLife Investors USA Separate Account A (the "Separate Account"), a separate   
account of MetLife Investors USA Insurance Company (the "Company"), was         
established by the Company's Board of Directors on May 29, 1980 to support      
operations of the Company with respect to certain variable annuity contracts    
(the "Contracts"). The Company is an indirect wholly-owned subsidiary of        
MetLife, Inc., a Delaware corporation. The Separate Account is registered as a  
unit investment trust under the Investment Company Act of 1940, as amended, and 
exists in accordance with the regulations of the Delaware Department of         
Insurance.                                                                      

The Separate Account is divided into Sub-Accounts, each of which is treated as  
an individual accounting entity for financial reporting purposes. Each          
Sub-Account invests in shares of the corresponding portfolio, series, or fund   
(with the same name) of registered investment management companies (the         
"Trusts"), which are presented below:                                           

AIM Variable Insurance Funds (Invesco Variable                                  
Insurance Funds) ("Invesco V.I.")                                           
American Funds Insurance Series ("American Funds")                              
DWS Variable Series I ("DWS I")                                                 
Federated Insurance Series ("Federated")                                        
Fidelity Variable Insurance Products ("Fidelity VIP")                           
Franklin Templeton Variable Insurance Products Trust                            
("FTVIPT")                                                                  
Janus Aspen Series ("Janus Aspen")                                              
Legg Mason Partners Variable Equity Trust                                       
("LMPVET")                                                                  
Legg Mason Partners Variable Income Trust ("LMPVIT")                            
Met Investors Series Trust ("MIST")*                                            
Metropolitan Series Fund, Inc. ("MSF")*                                         
MFS Variable Insurance Trust ("MFS VIT")                                        
Neuberger Berman Equity Funds ("Neuberger Berman")                              
Oppenheimer Variable Account Funds                                              
("Oppenheimer VA")                                                          
Pioneer Variable Contracts Trust ("Pioneer VCT")                                
T. Rowe Price Growth Stock Fund, Inc.                                           
T. Rowe Price International Funds, Inc.                                         
T. Rowe Price Prime Reserve Fund, Inc.                                          
The Alger Portfolios ("Alger")                                                  
The Universal Institutional Funds, Inc. ("UIF")                                 

* See Note 5 for a discussion of additional information on related party        
transactions.                                                                   

The assets of each of the Sub-Accounts of the Separate Account are registered   
in the name of the Company. Under applicable insurance law, the assets and      
liabilities of the Separate Account are clearly identified and distinguished    
from the Company's other assets and liabilities. The portion of the Separate    
Account's assets applicable to the Contracts is not chargeable with liabilities 
arising out of any other business the Company may conduct.                      

2. LIST OF SUB-ACCOUNTS                                                         

Purchase payments, less any applicable charges, applied to the Separate Account 
are invested in one or more Sub-Accounts in accordance with the selection made  
by the contract owner. The following Sub-Accounts had net assets as of December 
31, 2011:                                                                       

Alger Small Cap Growth Sub-Account                                              
American Funds Bond Sub-Account                                                 
American Funds Global Growth Sub-Account                                        
American Funds Global Small Capitalization                                      
Sub-Account                                                                 
American Funds Growth Sub-Account                                               
American Funds Growth-Income Sub-Account                                        
DWS I International Sub-Account                                                 
Federated High Income Bond Sub-Account                                          
Federated Kaufman Sub-Account                                                   
Federated Managed Volatility Sub-Account                                        
Fidelity VIP Asset Manager Sub-Account                                          
Fidelity VIP Contrafund Sub-Account*                                            
Fidelity VIP Equity-Income Sub-Account                                          
Fidelity VIP FundsManager 60% Sub-Account                                       
Fidelity VIP Growth Sub-Account                                                 
Fidelity VIP Index 500 Sub-Account                                              
Fidelity VIP Mid Cap Sub-Account                                                
Fidelity VIP Money Market Sub-Account*                                          
Fidelity VIP Overseas Sub-Account                                               
FTVIPT Franklin Income Securities Sub-Account                                   
FTVIPT Franklin Small Cap Value Securities                                      
Sub-Account                                                                 
FTVIPT Mutual Shares Securities Sub-Account                                     

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METLIFE INVESTORS USA SEPARATE ACCOUNT A                                        
OF METLIFE INVESTORS USA INSURANCE COMPANY                                      
NOTES TO THE FINANCIAL STATEMENTS -- (CONTINUED)                                

2. LIST OF SUB-ACCOUNTS -- (CONTINUED)                                          

FTVIPT Templeton Foreign Securities Sub-Account                                 
FTVIPT Templeton Global Bond Securities Sub-Account                             
Invesco V.I. Capital Appreciation Sub-Account                                   
Invesco V.I. Core Equity Sub-Account                                            
Invesco V.I. Global Real Estate Sub-Account                                     
Invesco V.I. International Growth Sub-Account*                                  
Invesco V.I. Van Kampen Capital Growth Sub-Account                              
Invesco V.I. Van Kampen Equity and Income                                       
Sub-Account*                                                                
Invesco V.I. Van Kampen Growth and Income                                       
Sub-Account*                                                                
Invesco V.I. Van Kampen Mid Cap Value Sub-Account                               
Janus Aspen Worldwide Sub-Account                                               
LMPVET ClearBridge Variable Aggressive Growth                                   
Sub-Account*                                                                
LMPVET ClearBridge Variable Appreciation                                        
Sub-Account                                                                 
LMPVET ClearBridge Variable Equity Income Builder                               
Sub-Account*                                                                
LMPVET ClearBridge Variable Fundamental All Cap                                 
Value Sub-Account                                                           
LMPVET ClearBridge Variable Large Cap Growth                                    
Sub-Account                                                                 
LMPVET ClearBridge Variable Large Cap Value                                     
Sub-Account                                                                 
LMPVET ClearBridge Variable Small Cap Growth                                    
Sub-Account                                                                 
LMPVET Investment Counsel Variable Social                                       
Awareness Sub-Account                                                       
LMPVET Variable Lifestyle Allocation 50%                                        
Sub-Account                                                                 
LMPVET Variable Lifestyle Allocation 70%                                        
Sub-Account                                                                 
LMPVET Variable Lifestyle Allocation 85%                                        
Sub-Account                                                                 
LMPVIT Western Asset Variable Global High Yield                                 
Bond Sub-Account                                                            
MFS VIT Investors Trust Sub-Account                                             
MFS VIT New Discovery Sub-Account                                               
MFS VIT Research Sub-Account                                                    
MIST AllianceBernstein Global Dynamic Allocation                                
Sub-Account**                                                               
MIST American Funds Balanced Allocation Sub-Account                             
MIST American Funds Bond Sub-Account                                            
MIST American Funds Growth Allocation Sub-Account                               
MIST American Funds Growth Sub-Account                                          
MIST American Funds International Sub-Account                                   

MIST American Funds Moderate Allocation                                         
Sub-Account                                                                 
MIST AQR Global Risk Balanced Sub-Account**                                     
MIST BlackRock Global Tactical Strategies                                       
Sub-Account**                                                               
MIST BlackRock High Yield Sub-Account*                                          
MIST BlackRock Large Cap Core Sub-Account                                       
MIST Clarion Global Real Estate Sub-Account                                     
MIST Dreman Small Cap Value Sub-Account*                                        
MIST Goldman Sachs Mid Cap Value Sub-Account                                    
MIST Harris Oakmark International Sub-Account*                                  
MIST Invesco Small Cap Growth Sub-Account*                                      
MIST Janus Forty Sub-Account*                                                   
MIST Lazard Mid Cap Sub-Account                                                 
MIST Legg Mason ClearBridge Aggressive Growth                                   
Sub-Account                                                                 
MIST Loomis Sayles Global Markets Sub-Account                                   
MIST Lord Abbett Bond Debenture Sub-Account*                                    
MIST Lord Abbett Mid Cap Value Sub-Account                                      
MIST Met/Eaton Vance Floating Rate Sub-Account                                  
MIST Met/Franklin Low Duration Total Return                                     
Sub-Account**                                                               
MIST Met/Franklin Mutual Shares Sub-Account                                     
MIST Met/Franklin Templeton Founding Strategy                                   
Sub-Account                                                                 
MIST Met/Templeton Growth Sub-Account                                           
MIST Met/Templeton International Bond Sub-Account                               
MIST MetLife Aggressive Strategy Sub-Account                                    
MIST MetLife Balanced Plus Sub-Account**                                        
MIST MetLife Balanced Strategy Sub-Account                                      
MIST MetLife Defensive Strategy Sub-Account                                     
MIST MetLife Growth Strategy Sub-Account                                        
MIST MetLife Moderate Strategy Sub-Account                                      
MIST MFS Emerging Markets Equity Sub-Account                                    
MIST MFS Research International Sub-Account*                                    
MIST Morgan Stanley Mid Cap Growth Sub-Account*                                 
MIST Oppenheimer Capital Appreciation                                           
Sub-Account*                                                                
MIST PIMCO Inflation Protected Bond Sub-Account                                 
MIST PIMCO Total Return Sub-Account*                                            
MIST Pioneer Fund Sub-Account*                                                  
MIST Pioneer Strategic Income Sub-Account*                                      
MIST Pyramis Government Income Sub-Account**                                    
MIST Rainier Large Cap Equity Sub-Account                                       
MIST RCM Technology Sub-Account*                                                
MIST SSgA Growth and Income ETF Sub-Account                                     
MIST SSgA Growth ETF Sub-Account                                                

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METLIFE INVESTORS USA SEPARATE ACCOUNT A                                        
OF METLIFE INVESTORS USA INSURANCE COMPANY                                      
NOTES TO THE FINANCIAL STATEMENTS -- (CONTINUED)                                

2. LIST OF SUB-ACCOUNTS -- (CONCLUDED)                                          

MIST T. Rowe Price Large Cap Value Sub-Account*                                 
MIST T. Rowe Price Mid Cap Growth Sub-Account                                   
MIST Third Avenue Small Cap Value Sub-Account*                                  
MIST Turner Mid Cap Growth Sub-Account                                          
MIST Van Kampen Comstock Sub-Account                                            
MSF Artio International Stock Sub-Account*                                      
MSF Barclays Capital Aggregate Bond Index                                       
Sub-Account*                                                                
MSF BlackRock Bond Income Sub-Account*                                          
MSF BlackRock Large Cap Value Sub-Account                                       
MSF BlackRock Legacy Large Cap Growth                                           
Sub-Account*                                                                
MSF BlackRock Money Market Sub-Account*                                         
MSF Davis Venture Value Sub-Account*                                            
MSF FI Value Leaders Sub-Account                                                
MSF Jennison Growth Sub-Account*                                                
MSF Loomis Sayles Small Cap Core Sub-Account                                    
MSF Met/Artisan Mid Cap Value Sub-Account*                                      
MSF Met/Dimensional International Small Company                                 
Sub-Account                                                                 
MSF MetLife Conservative Allocation Sub-Account                                 
MSF MetLife Conservative to Moderate Allocation                                 
Sub-Account                                                                 
MSF MetLife Mid Cap Stock Index Sub-Account*                                    
MSF MetLife Moderate Allocation Sub-Account                                     
MSF MetLife Moderate to Aggressive Allocation                                   
Sub-Account                                                                 
MSF MetLife Stock Index Sub-Account*                                            
MSF MFS Total Return Sub-Account*                                               

MSF MFS Value Sub-Account*                                                      
MSF Morgan Stanley EAFE Index Sub-Account*                                      
MSF Neuberger Berman Genesis Sub-Account*                                       
MSF Neuberger Berman Mid Cap Value Sub-Account                                  
MSF Oppenheimer Global Equity Sub-Account                                       
MSF Russell 2000 Index Sub-Account*                                             
MSF T. Rowe Price Large Cap Growth Sub-Account                                  
MSF T. Rowe Price Small Cap Growth Sub-Account*                                 
MSF Van Eck Global Natural Resources Sub-Account                                
MSF Western Asset Management U.S. Government                                    
Sub-Account*                                                                
Neuberger Berman Genesis Sub-Account                                            
Oppenheimer VA Core Bond Sub-Account                                            
Oppenheimer VA Global Strategic Income Sub-Account                              
Oppenheimer VA Main Street Small- & Mid-Cap                                     
Sub-Account*                                                                
Oppenheimer VA Main Street Sub-Account                                          
Oppenheimer VA Money Sub-Account                                                
Pioneer VCT Cullen Value Sub-Account                                            
Pioneer VCT Emerging Markets Sub-Account                                        
Pioneer VCT Equity Income Sub-Account                                           
Pioneer VCT Ibbotson Growth Allocation Sub-Account                              
Pioneer VCT Ibbotson Moderate Allocation Sub-Account                            
Pioneer VCT Mid Cap Value Sub-Account                                           
Pioneer VCT Real Estate Shares Sub-Account                                      
T. Rowe Price Growth Stock Sub-Account                                          
T. Rowe Price International Stock Sub-Account                                   
T. Rowe Price Prime Reserve Sub-Account                                         
UIF U.S. Real Estate Sub-Account                                                

* This Sub-Account invests in two or more share classes within the underlying   
portfolio, series, or fund of the Trusts.                                       

** This Sub-Account began operations during the year ended December 31, 2011.   

3. PORTFOLIO CHANGES                                                            

The following Sub-Accounts ceased operations during the year ended December 31, 
2011:                                                                           

FTVIPT Templeton Growth Securities Sub-Account                                  
Invesco V.I. Basic Balanced Sub-Account                                         
LMPVET ClearBridge Variable Capital Sub-Account                                 
LMPVET ClearBridge Variable Dividend Strategy                                   
Sub-Account                                                                 
LMPVIT Western Asset Variable Adjustable Rate                                   
Income Sub-Account                                                          

MIST Legg Mason Value Equity Sub-Account                                        
MSF MetLife Aggressive Allocation Sub-Account                                   
Pioneer VCT Bond Sub-Account                                                    
Pioneer VCT Fund Sub-Account                                                    

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METLIFE INVESTORS USA SEPARATE ACCOUNT A                                        
OF METLIFE INVESTORS USA INSURANCE COMPANY                                      
NOTES TO THE FINANCIAL STATEMENTS -- (CONTINUED)                                

3. PORTFOLIO CHANGES -- (CONTINUED)                                             

The operations of the Sub-Accounts were affected by the following changes that  
occurred during the year ended December 31, 2011:                               

                                                        [Enlarge/Download Table]

NAME CHANGES:                                                                                                    

FORMER NAME                                            NEW NAME                                                  
-----------                                            --------                                                  
                                                                                                                 
Federated Capital Income Fund II                       Federated Managed Volatility Fund II                      

(MIST) Lord Abbett Growth and Income Portfolio         (MIST) T. Rowe Price Large Cap Value Portfolio            

Oppenheimer Main Street Small Cap Fund/VA              Oppenheimer Main Street Small- & Mid-Cap Fund/VA          

MERGERS:                                                                                                         

FORMER PORTFOLIO                                        NEW PORTFOLIO                                            
----------------                                        -------------                                            
Invesco V.I. Basic Balanced Fund                        Invesco Van Kampen V.I. Equity and Income Fund           

Legg Mason ClearBridge Variable Dividend Strategy       Legg Mason ClearBridge Variable Equity Income            
  Portfolio                                               Builder Portfolio                                      

(MIST) Legg Mason Value Equity Portfolio                (MIST) Legg Mason ClearBridge Aggressive Growth Portfolio

(MSF) MetLife Aggressive Allocation Portfolio           (MIST) MetLife Aggressive Strategy Portfolio             

SUBSTITUTIONS:                                                                                                   

FORMER PORTFOLIO                                        NEW PORTFOLIO                                            
----------------                                        -------------                                            
(FTVIPT) Templeton Growth Securities Fund               (MIST) Met/Templeton Growth Portfolio                    
Pioneer Bond VCT Portfolio                              (MIST) PIMCO Total Return Portfolio                      
Pioneer Fund VCT Portfolio                              (MIST) Pioneer Fund Portfolio                            
Legg Mason ClearBridge Variable Capital Portfolio       (MSF) Davis Venture Value Portfolio                      

LIQUIDATION:                                                                                                     

Legg Mason Western Asset Variable Adjustable Rate Income Portfolio                                               

4. SIGNIFICANT ACCOUNTING POLICIES                                              

BASIS OF ACCOUNTING                                                             
The financial statements have been prepared in accordance with accounting       
principles generally accepted in the United States of America ("GAAP")          
applicable for variable annuity separate accounts registered as unit investment 
trusts.                                                                         

SECURITY TRANSACTIONS                                                           
Security transactions are recorded on a trade date basis. Realized gains and    
losses on the sales of investments are computed on the basis of the average     
cost of the investment sold. Income from dividends and realized gain            
distributions are recorded on the ex-distribution date.                         

SECURITY VALUATION                                                              
The Sub-Accounts' investment in shares of the portfolio, series, or fund of the 
Trusts is valued at fair value based on the closing net asset value ("NAV") or  
price per share as determined by the Trusts as of the end of the year. All      
changes in fair value are recorded as changes in unrealized gains (losses) on   
investments in the statements of operations of the applicable Sub-Accounts.     

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METLIFE INVESTORS USA SEPARATE ACCOUNT A                                        
OF METLIFE INVESTORS USA INSURANCE COMPANY                                      
NOTES TO THE FINANCIAL STATEMENTS -- (CONTINUED)                                

4. SIGNIFICANT ACCOUNTING POLICIES -- (CONTINUED)                               

The Separate Account defines fair value as the price that would be received to  
sell an asset or paid to transfer a liability (an exit price) in the principal  
or most advantageous market for the asset or liability in an orderly            
transaction between market participants on the measurement date. The Separate   
Account prioritizes the inputs to fair valuation techniques and allows for the  
use of unobservable inputs to the extent that observable inputs are not         
available. The Separate Account has categorized its assets based on the         
priority of the inputs to the respective valuation technique. The fair value    
hierarchy gives the highest priority to quoted prices in active markets for     
identical assets (Level 1) and the lowest priority to unobservable inputs       
(Level 3). An asset's classification within the fair value hierarchy is based   
on the lowest level of significant input to its valuation. The input levels are 
as follows:                                                                     

                                                        [Enlarge/Download Table]
                                                                                                                      
                                                                                                                      
Level 1 Unadjusted quoted prices in active markets for identical assets that the Separate Account has the ability to  
        access.                                                                                                       
Level 2 Observable inputs other than quoted prices in Level 1 that are observable either directly or indirectly. These
        inputs may include quoted prices for the identical instrument on an inactive market or prices for similar     
        instruments.                                                                                                  
Level 3 Unobservable inputs that are supported by little or no market activity and are significant to the fair value  
        of the assets, representing the Separate Account's own assumptions about the assumptions a market             
        participant would use in valuing the asset, and based on the best information available.                      

Each Sub-Account invests in shares of open-end mutual funds which calculate a   
daily NAV based on the fair value of the underlying securities in their         
portfolios. As a result, and as required by law, shares of open-end mutual      
funds are purchased and redeemed at their quoted daily NAV as reported by the   
Trusts at the close of each business day. On that basis, the inputs used to     
value all shares held by the Separate Account, which are measured at fair value 
on a recurring basis, are classified as Level 2. There were no transfers        
between Level 1 and Level 2, and no activity in Level 3 during the year.        

FEDERAL INCOME TAXES                                                            
The operations of the Separate Account form a part of the total operations of   
the Company and are not taxed separately. The Company is taxed as a life        
insurance company under the provisions of the Internal Revenue Code ("IRC").    
Under the current provisions of the IRC, the Company does not expect to incur   
federal income taxes on the earnings of the Separate Account to the extent the  
earnings are credited under the Contracts. Accordingly, no charge is currently  
being made to the Separate Account for federal income taxes. The Company will   
periodically review the status of this policy in the event of changes in the    
tax law. A charge may be made in future years for any federal income taxes that 
would be attributable to the Contracts.                                         

ANNUITY PAYOUTS                                                                 
Net assets allocated to Contracts in the payout period are computed according   
to industry standard mortality tables. The assumed investment return is between 
3.0 and 4.0 percent. The mortality risk is fully borne by the Company and may   
result in additional amounts being transferred into the Separate Account by the 
Company to cover greater longevity of annuitants than expected. Conversely, if  
amounts allocated exceed amounts required, transfers may be made to the Company.

PURCHASE PAYMENTS                                                               
Purchase payments received from contract owners by the Company are credited as  
accumulation units as of the end of the valuation period in which received, as  
provided in the prospectus, and are reported as contract transactions on the    
statements of changes in net assets of the applicable Sub-Accounts.             

NET TRANSFERS                                                                   
Funds transferred by the contract owner into or out of the Sub-Accounts within  
the Separate Account or into or out of the fixed account (an investment option  
in the Company's general account) are recorded on a net basis as net transfers  
in the statements of changes in net assets of the applicable Sub-Accounts.      

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METLIFE INVESTORS USA SEPARATE ACCOUNT A                                        
OF METLIFE INVESTORS USA INSURANCE COMPANY                                      
NOTES TO THE FINANCIAL STATEMENTS -- (CONTINUED)                                

4. SIGNIFICANT ACCOUNTING POLICIES -- (CONCLUDED)                               

USE OF ESTIMATES                                                                
The preparation of financial statements in accordance with GAAP requires        
management to make estimates and assumptions that affect amounts reported       
herein. Actual results could differ from these estimates.                       

ADOPTION OF NEW ACCOUNTING PRONOUNCEMENTS                                       
Effective January 1, 2010, the Separate Account adopted new guidance that       
requires new disclosures about significant transfers in and/or out of Levels 1  
and 2 of the fair value hierarchy and activity in Level 3. In addition, this    
guidance provides clarification of existing disclosure requirements about the   
level of disaggregation and inputs and valuation techniques. The adoption of    
this guidance did not have an impact on the Separate Account's financial        
statements.                                                                     

FUTURE ADOPTION OF NEW ACCOUNTING PRONOUNCEMENTS                                
In May 2011, the Financial Accounting Standards Board ("FASB") issued new       
guidance regarding fair value measurements (Accounting Standards Update ("ASU") 
2011-04, FAIR VALUE MEASUREMENT (TOPIC 820): AMENDMENTS TO ACHIEVE COMMON FAIR  
VALUE MEASUREMENT AND DISCLOSURE REQUIREMENTS IN U.S. GAAP AND IFRSS),          
effective for the first interim or annual period beginning after December 15,   
2011. The guidance should be applied prospectively. The amendments in this ASU  
are intended to establish common requirements for measuring fair value and for  
disclosing information about fair value measurements in accordance with GAAP    
and International Financial Reporting Standards ("IFRS"). Some of the           
amendments clarify the FASB's intent on the application of existing fair value  
measurement requirements. Other amendments change a particular principle or     
requirement for measuring fair value or for disclosing information about fair   
value measurements. The Separate Account does not expect the adoption of this   
new guidance to have a material impact on its financial statements.             

5. EXPENSES AND RELATED PARTY TRANSACTIONS                                      

The following annual Separate Account charges paid to the Company, are          
asset-based charges assessed through a daily reduction in unit values, which    
are recorded as expenses in the accompanying statements of operations of the    
applicable Sub-Accounts:                                                        

MORTALITY AND EXPENSE RISK -- The mortality risk assumed by the Company is  
the risk that those insured may die sooner than anticipated and therefore,  
the Company will pay an aggregate amount of death benefits greater than     
anticipated. The expense risk assumed is the risk that expenses incurred in 
issuing and administering the Contracts will exceed the amounts realized    
from the administrative charges assessed against the Contracts. In          
addition, the charge compensates the Company for the risk that the investor 
may live longer than estimated and the Company would be obligated to pay    
more in income payments than anticipated.                                   

ADMINISTRATIVE -- The Company has responsibility for the administration of  
the Contracts and the Separate Account. Generally, the administrative       
charge is related to the maintenance, including distribution, of each       
contract and the Separate Account.                                          

OPTIONAL DEATH BENEFIT RIDER -- For an additional charge, the total death   
benefit payable may be increased based on increases in account value of the 
Contracts.                                                                  

DISTRIBUTION EXPENSE -- The risk that surrender charges will be             
insufficient to cover the actual costs of distribution which includes       
commissions, fees, registration costs, direct and indirect selling expenses.

GUARANTEED MINIMUM ACCUMULATION BENEFIT -- For an additional charge, the    
Company will guarantee that the contract value will not be less than a      
guaranteed minimum amount at the end of a specified number of years.        

EARNINGS PRESERVATION BENEFIT -- For an additional charge, the Company will 
provide this additional death benefit.                                      

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METLIFE INVESTORS USA SEPARATE ACCOUNT A                                        
OF METLIFE INVESTORS USA INSURANCE COMPANY                                      
NOTES TO THE FINANCIAL STATEMENTS -- (CONTINUED)                                

5. EXPENSES AND RELATED PARTY TRANSACTIONS -- (CONTINUED)                       

The table below represents the range of effective annual rates for each     
respective charge for the year ended December 31, 2011:                     

                                                                [Download Table]
                                                     
                                                     
Mortality and Expense Risk              0.75% - 2.05%
Administrative                          0.10% - 0.25%
Optional Death Benefit Rider            0.15% - 0.35%
Distribution Expense                            0.10%
Guaranteed Minimum Accumulation Benefit         1.50%
Earnings Preservation Benefit                   0.25%

The above referenced charges may not necessarily correspond to the costs    
associated with providing the services or benefits indicated by the         
designation of the charge or associated with a particular contract. The     
range of effective rates disclosed above excludes any waivers granted to    
certain Sub-Accounts.                                                       

The following optional rider charges paid to the Company are charged at     
each contract anniversary date through the redemption of units and are      
recorded as contract charges in the accompanying statements of changes in   
net assets of the applicable Sub-Accounts:                                  

GUARANTEED MINIMUM ACCUMULATION BENEFIT -- For an additional charge, the    
Company will guarantee that the contract value will not be less than a      
guaranteed minimum amount at the end of a specified number of years.        

LIFETIME WITHDRAWAL GUARANTEE -- For an additional charge, the Company will 
guarantee minimum withdrawals for life regardless of market conditions.     

GUARANTEED WITHDRAWAL BENEFIT -- For an additional charge, the Company will 
guarantee minimum withdrawals regardless of market conditions.              

GUARANTEED MINIMUM INCOME BENEFIT -- For an additional charge, the Company  
will guarantee a minimum payment regardless of market conditions.           

ENHANCED DEATH BENEFIT -- For an additional charge, the Company will        
guarantee a death benefit equal to the greater of the account value or the  
higher of two death benefit bases.                                          

ENHANCED GUARANTEED WITHDRAWAL BENEFIT -- For an additional charge, the     
Company will guarantee that at least the entire amount of purchase payments 
will be returned through a series of withdrawals without annuitizing.       

The table below represents the range of effective annual rates for each     
respective charge for the year ended December 31, 2011:                     

                                                                [Download Table]
                                                     
                                                     
Guaranteed Minimum Accumulation Benefit         0.75%
Lifetime Withdrawal Guarantee           0.50% - 1.80%
Guaranteed Withdrawal Benefit           0.25% - 1.00%
Guaranteed Minimum Income Benefit       0.50% - 1.50%
Enhanced Death Benefit                  0.60% - 1.50%
Enhanced Guaranteed Withdrawal Benefit  0.55% - 1.00%


The above referenced charges may not necessarily correspond to the costs    
associated with providing the services or benefits indicated by the         
designation of the charge or associated with a particular contract.         

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METLIFE INVESTORS USA SEPARATE ACCOUNT A                                        
OF METLIFE INVESTORS USA INSURANCE COMPANY                                      
NOTES TO THE FINANCIAL STATEMENTS -- (CONTINUED)                                

5. EXPENSES AND RELATED PARTY TRANSACTIONS -- (CONCLUDED)                       

A contract maintenance fee ranging from $30 to $40 is assessed on an annual     
basis for Contracts with a value of less than $50,000. A transfer fee ranging   
from $0 to $25 may be deducted after twelve transfers are made in a contract    
year or, for certain contracts, 2% of the amount transferred from the contract  
value, if less. For certain contracts, an administrative charge is also         
assessed which ranges from $12 to $40 for each Sub-Account in which the         
contract owner invests (waived if purchase payments equal or exceed $2,000 in   
the year, or if the account value is $10,000 or more at year end). For other    
Contracts the administrative charge is $21.50 plus $2.50 for each Sub-Account   
selected, subject to the same waiver terms. In addition, the Contracts impose a 
surrender charge which ranges from 0% to 9% if the contract is partially or     
fully surrendered within the specified surrender charge period. For certain     
contracts, a transaction charge of the lesser of $10 or 2% of the surrender is  
imposed on surrenders and a $10 charge is assessed for annuitizations. For      
those contract owners who choose optional living benefit riders or certain      
optional death benefit riders, these charges range from 0.25% to 1.80% of the   
benefit base and are charged at each contract anniversary date. These charges   
are paid to the Company and recorded as contract charges in the accompanying    
statements of changes in net assets of the applicable Sub-Accounts.             

Certain portfolios of the MIST and MSF Trusts are managed by MetLife Advisers,  
LLC, which acts in the capacity of investment advisor and is an affiliate of    
the Company.                                                                    

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METLIFE INVESTORS USA SEPARATE ACCOUNT A                                        
OF METLIFE INVESTORS USA INSURANCE COMPANY                                      
NOTES TO THE FINANCIAL STATEMENTS -- (CONTINUED)                                

6. STATEMENTS OF INVESTMENTS                                                    

                                                        [Enlarge/Download Table]
                                                                                                          
                                                                                                          
                                                                                        FOR THE YEAR ENDED
                                                         AS OF DECEMBER 31, 2011         DECEMBER 31, 2011
                                                       ------------------------- -------------------------
                                                                                                  PROCEEDS
                                                                                       COST OF        FROM
                                                            SHARES      COST ($) PURCHASES ($)   SALES ($)
                                                       ----------- ------------- ------------- -----------
Alger Small Cap Growth Sub-Account                       1,660,973    48,055,798       645,639   5,767,727
American Funds Bond Sub-Account                         10,735,722   113,025,293    31,319,190   3,412,875
American Funds Global Growth Sub-Account                10,391,926   217,733,911    26,377,312   6,798,013
American Funds Global Small Capitalization Sub-Account   4,507,156    86,487,869    19,961,517   5,309,750
American Funds Growth Sub-Account                       11,173,330   575,059,235    57,942,237  19,165,692
American Funds Growth-Income Sub-Account                 8,236,740   290,517,120    25,881,774  10,604,458
DWS I International Sub-Account                          2,323,337    24,255,812       774,900   2,523,433
Federated High Income Bond Sub-Account                       4,524        32,017         2,613         565
Federated Kaufman Sub-Account                                4,553        59,580           802      11,295
Federated Managed Volatility Sub-Account                       995         8,394           543       5,399
Fidelity VIP Asset Manager Sub-Account                   6,309,518    96,235,266     2,700,938  12,989,013
Fidelity VIP Contrafund Sub-Account                     16,902,018   386,924,224    53,287,090  30,092,552
Fidelity VIP Equity-Income Sub-Account                     293,736     6,719,413       200,940     979,743
Fidelity VIP FundsManager 60% Sub-Account              272,227,024 2,604,934,087 1,513,287,490     642,589
Fidelity VIP Growth Sub-Account                          3,577,520   134,011,952     1,493,069  16,741,487
Fidelity VIP Index 500 Sub-Account                         464,408    58,870,346     2,794,388   9,837,183
Fidelity VIP Mid Cap Sub-Account                         8,317,058   230,027,363    79,447,840   1,432,280
Fidelity VIP Money Market Sub-Account                   73,068,657    73,068,657   289,900,388 284,175,579
Fidelity VIP Overseas Sub-Account                          342,200     6,268,678       251,368     777,216
FTVIPT Franklin Income Securities Sub-Account           14,428,157   217,123,868    48,507,661  11,104,683
FTVIPT Franklin Small Cap Value Securities Sub-Account   3,265,018    46,392,478    22,934,754     632,067
FTVIPT Mutual Shares Securities Sub-Account              7,706,950   132,294,374    17,142,439   4,861,170
FTVIPT Templeton Foreign Securities Sub-Account          5,494,367    83,043,103     7,194,440   8,650,565
FTVIPT Templeton Global Bond Securities Sub-Account      7,712,731   141,377,934    67,904,445   6,734,564
Invesco V.I. Capital Appreciation Sub-Account                4,719       119,650           226      31,997
Invesco V.I. Core Equity Sub-Account                        10,358       260,550         3,098     120,984
Invesco V.I. Global Real Estate Sub-Account              1,134,567    14,903,967     6,859,714     951,980
Invesco V.I. International Growth Sub-Account            5,908,640   152,997,769    54,749,961     252,387
Invesco V.I. Van Kampen Capital Growth Sub-Account           2,822        87,965             2      35,469
Invesco V.I. Van Kampen Equity and Income Sub-Account   30,400,377   408,586,740    89,189,431   7,214,594
Invesco V.I. Van Kampen Growth and Income Sub-Account   11,631,243   200,314,881    52,664,129     544,345
Invesco V.I. Van Kampen Mid Cap Value Sub-Account        3,693,177    44,093,948    19,333,877     497,197
Janus Aspen Worldwide Sub-Account                              184         4,335            33       1,004
LMPVET ClearBridge Variable Aggressive Growth                                                             
  Sub-Account                                            9,631,240   144,632,561    12,254,101  11,319,358
LMPVET ClearBridge Variable Appreciation Sub-Account     9,500,229   221,490,106    51,831,585   2,011,448
LMPVET ClearBridge Variable Equity Income Builder                                                         
  Sub-Account                                            9,866,387   107,437,886    28,429,566   9,486,418
LMPVET ClearBridge Variable Fundamental All Cap Value                                                     
  Sub-Account                                            5,262,134   107,885,873     8,873,283   5,060,899
LMPVET ClearBridge Variable Large Cap Growth                                                              
  Sub-Account                                              292,482     4,482,993       437,850   1,781,294
LMPVET ClearBridge Variable Large Cap Value                                                               
  Sub-Account                                              283,341     4,033,024     1,981,978     967,995
LMPVET ClearBridge Variable Small Cap Growth                                                              
  Sub-Account                                            2,762,160    36,945,323    11,380,540   2,186,499
LMPVET Investment Counsel Variable Social Awareness                                                       
  Sub-Account                                               20,797       507,442        57,132      61,529
LMPVET Variable Lifestyle Allocation 50% Sub-Account     2,122,985    24,778,514    13,799,800   2,092,268
LMPVET Variable Lifestyle Allocation 70% Sub-Account       294,840     3,196,723       339,833     583,310
LMPVET Variable Lifestyle Allocation 85% Sub-Account     5,654,893    64,102,404    12,786,268   6,608,611
LMPVIT Western Asset Variable Global High Yield Bond                                                      
  Sub-Account                                            9,446,883    78,121,690    16,840,878   3,598,591
MFS VIT Investors Trust Sub-Account                          1,752        31,784           336       8,832
MFS VIT New Discovery Sub-Account                            2,896        43,515         5,639         755


(a) For the period May 2, 2011 to December 31, 2011.                            

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METLIFE INVESTORS USA SEPARATE ACCOUNT A                                        
OF METLIFE INVESTORS USA INSURANCE COMPANY                                      
NOTES TO THE FINANCIAL STATEMENTS -- (CONTINUED)                                

6. STATEMENTS OF INVESTMENTS -- (CONTINUED)                                     

                                                        [Enlarge/Download Table]
                                                                                                       
                                                                                                       
                                                                                     FOR THE YEAR ENDED
                                                      AS OF DECEMBER 31, 2011         DECEMBER 31, 2011
                                                    ------------------------- -------------------------
                                                                                               PROCEEDS
                                                                                    COST OF        FROM
                                                         SHARES      COST ($) PURCHASES ($)   SALES ($)
                                                    ----------- ------------- ------------- -----------
MFS VIT Research Sub-Account                              2,404        39,161           448      68,071
MIST AllianceBernstein Global Dynamic Allocation                                                       
  Sub-Account (a)                                   168,487,066 1,630,178,775 1,630,178,775          --
MIST American Funds Balanced Allocation                                                                
  Sub-Account                                       308,442,034 2,672,981,294   590,268,016  40,922,380
MIST American Funds Bond Sub-Account                 33,720,682   326,767,035    93,090,255  30,383,155
MIST American Funds Growth Allocation Sub-Account   160,182,221 1,239,711,641   118,699,853  85,841,270
MIST American Funds Growth Sub-Account               63,596,882   493,162,634   125,872,953  20,446,891
MIST American Funds International Sub-Account        40,764,442   311,502,773    79,137,470  31,825,781
MIST American Funds Moderate Allocation Sub-Account 171,607,028 1,546,705,133   297,602,283  31,822,390
MIST AQR Global Risk Balanced Sub-Account (a)       180,258,700 1,877,398,809 1,877,398,809          --
MIST BlackRock Global Tactical Strategies                                                              
  Sub-Account (a)                                   298,604,236 2,871,827,639 2,871,827,639          --
MIST BlackRock High Yield Sub-Account                26,714,350   215,195,185   140,107,247  91,260,225
MIST BlackRock Large Cap Core Sub-Account             1,495,918    12,921,774     5,265,173   1,797,093
MIST Clarion Global Real Estate Sub-Account          15,888,700   179,919,214    30,014,229   7,252,055
MIST Dreman Small Cap Value Sub-Account               1,615,433    20,302,075     2,823,317   3,363,936
MIST Goldman Sachs Mid Cap Value Sub-Account         10,946,091   139,189,642    38,875,628   9,700,444
MIST Harris Oakmark International Sub-Account        39,548,588   527,072,920   114,086,644  34,651,617
MIST Invesco Small Cap Growth Sub-Account            15,464,939   192,869,573    42,166,808  12,642,688
MIST Janus Forty Sub-Account                          1,112,678    72,024,297    32,051,625   9,774,293
MIST Lazard Mid Cap Sub-Account                      12,307,707   145,680,082    15,098,212  10,589,052
MIST Legg Mason ClearBridge Aggressive Growth                                                          
  Sub-Account                                        34,794,120   266,262,079   186,719,504  16,328,937
MIST Loomis Sayles Global Markets Sub-Account        14,564,719   161,903,308    51,977,029  16,683,409
MIST Lord Abbett Bond Debenture Sub-Account          20,128,718   240,705,893    31,893,290  40,412,257
MIST Lord Abbett Mid Cap Value Sub-Account            8,366,587   115,021,422    32,161,724   7,630,960
MIST Met/Eaton Vance Floating Rate Sub-Account        4,246,536    43,630,503    38,791,456  10,881,414
MIST Met/Franklin Low Duration Total Return                                                            
  Sub-Account (a)                                     2,805,470    27,845,125    30,588,202   2,718,743
MIST Met/Franklin Mutual Shares Sub-Account          18,873,669   150,672,642    52,667,029   7,216,358
MIST Met/Franklin Templeton Founding Strategy                                                          
  Sub-Account                                        62,249,141   528,338,385    84,358,870  38,571,857
MIST Met/Templeton Growth Sub-Account                 5,734,449    57,271,597    53,908,309   3,267,628
MIST Met/Templeton International Bond Sub-Account     4,450,638    52,666,454    21,456,915   2,822,441
MIST MetLife Aggressive Strategy Sub-Account         58,363,949   594,695,835    81,811,256  40,426,215
MIST MetLife Balanced Plus Sub-Account (a)          254,944,471 2,425,793,569 2,425,793,569          --
MIST MetLife Balanced Strategy Sub-Account          673,100,410 6,960,699,308   852,140,313 272,286,729
MIST MetLife Defensive Strategy Sub-Account         207,131,944 2,108,773,015   436,797,109 201,971,497
MIST MetLife Growth Strategy Sub-Account            494,625,595 5,536,836,092   174,210,948 474,216,752
MIST MetLife Moderate Strategy Sub-Account          317,811,829 3,223,185,587   427,050,522 123,869,428
MIST MFS Emerging Markets Equity Sub-Account         39,878,668   381,448,729   108,099,472  19,840,389
MIST MFS Research International Sub-Account          31,925,355   348,218,323    25,690,769  19,059,124
MIST Morgan Stanley Mid Cap Growth Sub-Account       10,458,999   102,613,965    35,937,055   3,755,004
MIST Oppenheimer Capital Appreciation Sub-Account    27,958,540   218,337,537       414,209  26,661,781
MIST PIMCO Inflation Protected Bond Sub-Account      79,104,386   869,924,815   252,638,435  65,750,450
MIST PIMCO Total Return Sub-Account                 178,920,499 2,111,157,160   566,952,142 133,977,824
MIST Pioneer Fund Sub-Account                        12,635,098   158,674,926    69,574,316   5,107,919
MIST Pioneer Strategic Income Sub-Account            54,858,209   564,296,761   199,343,265   9,301,269
MIST Pyramis Government Income Sub-Account (a)       45,710,478   484,101,102   484,574,878     471,675
MIST Rainier Large Cap Equity Sub-Account             7,483,530    57,728,697    22,012,491   7,576,295
MIST RCM Technology Sub-Account                      24,199,572   101,439,670    28,180,537  22,131,292
MIST SSgA Growth and Income ETF Sub-Account         124,730,142 1,321,849,538   500,942,945  65,905,338
MIST SSgA Growth ETF Sub-Account                     38,344,225   372,282,724   123,731,144  23,230,556
MIST T. Rowe Price Large Cap Value Sub-Account       24,250,792   591,926,921    21,581,508  47,890,440

(a) For the period May 2, 2011 to December 31, 2011.                            

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METLIFE INVESTORS USA SEPARATE ACCOUNT A                                        
OF METLIFE INVESTORS USA INSURANCE COMPANY                                      
NOTES TO THE FINANCIAL STATEMENTS -- (CONTINUED)                                

6. STATEMENTS OF INVESTMENTS -- (CONCLUDED)                                     

                                                        [Enlarge/Download Table]
                                                                                                       
                                                                                                       
                                                                                     FOR THE YEAR ENDED
                                                      AS OF DECEMBER 31, 2011         DECEMBER 31, 2011
                                                      ----------------------- -------------------------
                                                                                               PROCEEDS
                                                                                    COST OF        FROM
                                                          SHARES     COST ($) PURCHASES ($)   SALES ($)
                                                      ---------- ------------ ------------- -----------
MIST T. Rowe Price Mid Cap Growth Sub-Account         47,475,286  373,241,836    85,228,670  38,887,091
MIST Third Avenue Small Cap Value Sub-Account         21,503,006  295,610,100    22,659,409  26,866,728
MIST Turner Mid Cap Growth Sub-Account                 6,670,329   78,730,642    17,935,803  10,988,325
MIST Van Kampen Comstock Sub-Account                  28,713,737  237,739,246    50,642,915   7,173,062
MSF Artio International Stock Sub-Account                361,495    4,510,169       321,666     731,613
MSF Barclays Capital Aggregate Bond Index Sub-Account 11,453,928  125,061,239    51,295,804  12,337,120
MSF BlackRock Bond Income Sub-Account                    449,869   47,377,641     9,043,053   8,053,796
MSF BlackRock Large Cap Value Sub-Account                279,023    3,171,905       855,325     880,528
MSF BlackRock Legacy Large Cap Growth Sub-Account        455,071   10,332,673     6,586,165   3,477,673
MSF BlackRock Money Market Sub-Account                 6,336,253  633,625,227   359,781,243 280,041,982
MSF Davis Venture Value Sub-Account                   20,296,553  542,973,281    60,549,031  34,915,482
MSF FI Value Leaders Sub-Account                          35,027    5,432,505     1,002,686   1,303,538
MSF Jennison Growth Sub-Account                       20,629,370  219,772,455    34,886,227  30,659,640
MSF Loomis Sayles Small Cap Core Sub-Account              47,124    9,221,706     4,642,550   1,469,051
MSF Met/Artisan Mid Cap Value Sub-Account              1,233,487  259,860,204    11,296,622  21,637,379
MSF Met/Dimensional International Small Company                                                        
  Sub-Account                                          3,577,672   51,842,980    26,607,056   4,015,979
MSF MetLife Conservative Allocation Sub-Account          901,594    9,481,937     1,587,453   1,286,272
MSF MetLife Conservative to Moderate Allocation                                                        
  Sub-Account                                            639,569    6,587,418       681,028   2,725,908
MSF MetLife Mid Cap Stock Index Sub-Account            6,060,310   76,476,820    36,793,754  12,176,015
MSF MetLife Moderate Allocation Sub-Account            4,104,056   44,968,929     2,895,426   6,007,908
MSF MetLife Moderate to Aggressive Allocation                                                          
  Sub-Account                                          4,702,896   52,817,485     2,528,242   8,824,353
MSF MetLife Stock Index Sub-Account                   12,290,275  328,161,001    67,046,465  51,331,756
MSF MFS Total Return Sub-Account                         282,312   38,811,908     2,969,986   7,133,148
MSF MFS Value Sub-Account                              3,577,836   43,804,401     4,819,044   6,243,465
MSF Morgan Stanley EAFE Index Sub-Account              6,878,906   78,470,106    26,955,554   5,241,324
MSF Neuberger Berman Genesis Sub-Account                 936,841   13,329,768     2,748,782   1,679,194
MSF Neuberger Berman Mid Cap Value Sub-Account           210,872    3,896,452     2,886,458     659,113
MSF Oppenheimer Global Equity Sub-Account                674,140   10,047,251       672,303   1,588,531
MSF Russell 2000 Index Sub-Account                     5,149,054   61,142,811    31,541,513  10,655,752
MSF T. Rowe Price Large Cap Growth Sub-Account            99,165    1,343,592       539,534     418,803
MSF T. Rowe Price Small Cap Growth Sub-Account           458,673    5,517,403     1,192,576   2,155,770
MSF Van Eck Global Natural Resources Sub-Account       7,894,060  123,617,436    68,031,411   4,501,856
MSF Western Asset Management U.S. Government                                                           
  Sub-Account                                         23,494,248  281,442,393    95,471,252  26,372,570
Neuberger Berman Genesis Sub-Account                         155        5,329           239       1,646
Oppenheimer VA Core Bond Sub-Account                       1,289       13,659           588         543
Oppenheimer VA Global Strategic Income Sub-Account           757        3,689           184          62
Oppenheimer VA Main Street Small- & Mid-Cap                                                            
  Sub-Account                                          4,788,103   68,812,284    14,527,338   1,089,166
Oppenheimer VA Main Street Sub-Account                     5,181      105,549         1,404      12,054
Oppenheimer VA Money Sub-Account                         114,709      114,709            11       1,616
Pioneer VCT Cullen Value Sub-Account                     189,066    1,764,101       279,455     350,911
Pioneer VCT Emerging Markets Sub-Account                  29,768      715,294       349,439     643,931
Pioneer VCT Equity Income Sub-Account                     18,212      293,041        92,010     113,687
Pioneer VCT Ibbotson Growth Allocation Sub-Account     1,743,994   13,096,071     1,122,003   1,819,970
Pioneer VCT Ibbotson Moderate Allocation Sub-Account   2,550,980   21,045,118     1,755,671   2,095,530
Pioneer VCT Mid Cap Value Sub-Account                  3,120,326   53,462,152     8,567,266   2,742,465
Pioneer VCT Real Estate Shares Sub-Account                14,363      183,230       108,096     111,886
T. Rowe Price Growth Stock Sub-Account                   189,002    5,256,777       186,743   1,295,780
T. Rowe Price International Stock Sub-Account             57,407      789,713        72,526     193,224
T. Rowe Price Prime Reserve Sub-Account                  973,736      973,736       359,466     650,310
UIF U.S. Real Estate Sub-Account                       5,642,220   90,656,483     8,965,726   4,859,930

(a) For the period May 2, 2011 to December 31, 2011.                            

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METLIFE INVESTORS USA SEPARATE ACCOUNT A                                        
OF METLIFE INVESTORS USA INSURANCE COMPANY                                      
NOTES TO THE FINANCIAL STATEMENTS -- (CONTINUED)                                

7. SCHEDULES OF UNITS                                                           
FOR THE YEARS ENDED DECEMBER 31, 2011 AND 2010:                                 

                                                        [Enlarge/Download Table]
                                                                                                                   
                                                                                                                   
                               ALGER SMALL CAP GROWTH        AMERICAN FUNDS BOND    AMERICAN FUNDS GLOBAL GROWTH   
                                          SUB-ACCOUNT                SUB-ACCOUNT                     SUB-ACCOUNT   
                               ------------------------- -------------------------- -------------------------------
                                    2011         2010          2011         2010          2011              2010   
                               ------------ ------------ ------------- ------------ ------------- -----------------
Units beginning of year        5,634,931    6,156,883     5,183,483    3,608,245     7,470,107         6,579,263   
Units issued and transferred                                                                                       
  from other funding options     316,024      440,832     2,713,714    2,268,949     2,118,337         1,820,255   
Units redeemed and transferred                                                                                     
  to other funding options      (738,294)    (962,784)   (1,194,003)    (693,711)   (1,383,115)         (929,411)  
                               ------------ ------------ ------------- ------------ ------------- -----------------
Units end of year              5,212,661    5,634,931     6,703,194    5,183,483     8,205,329         7,470,107   
                               ============ ============ ============= ============ ============= =================

                                                        [Enlarge/Download Table]
                                                                                                           
                                                                                                           
                                  DWS I INTERNATIONAL    FEDERATED HIGH INCOME BOND    FEDERATED KAUFMAN   
                                          SUB-ACCOUNT                   SUB-ACCOUNT          SUB-ACCOUNT   
                               ------------------------- -------------- -------------- --------------------
                                    2011         2010           2011           2010      2011     2010 (a) 
                               ------------ ------------ -------------- -------------- --------- ----------
Units beginning of year        2,471,385    2,700,348          3,566          3,582    14,184         --   
Units issued and transferred                                                                               
  from other funding options     204,514      230,638             --             --        --     15,991   
Units redeemed and transferred                                                                             
  to other funding options      (430,294)    (459,601)           (17)           (16)   (2,046)    (1,807)  
                               ------------ ------------ -------------- -------------- --------- ----------
Units end of year              2,245,605    2,471,385          3,549          3,566    12,138     14,184   
                               ============ ============ ============== ============== ========= ==========

                                                        [Enlarge/Download Table]
                                                                                                                      
                                                                                                                      
                                                                           FIDELITY VIP                               
                               FIDELITY VIP EQUITY-INCOME              FUNDSMANAGER 60%         FIDELITY VIP GROWTH   
                                              SUB-ACCOUNT                   SUB-ACCOUNT                 SUB-ACCOUNT   
                               ----------------------------- ----------------------------- ---------------------------
                                      2011           2010           2011           2010          2011          2010   
                               -------------- -------------- -------------- -------------- ------------- -------------
Units beginning of year            530,175        619,856    118,824,451      4,074,373    10,951,340    11,893,241   
Units issued and transferred                                                                                          
  from other funding options         5,843          3,984    160,286,275    116,408,584       451,048       612,157   
Units redeemed and transferred                                                                                        
  to other funding options         (75,729)       (93,665)    (6,646,535)    (1,658,506)   (1,484,001)   (1,554,058)  
                               -------------- -------------- -------------- -------------- ------------- -------------
Units end of year                  460,289        530,175    272,464,191    118,824,451     9,918,387    10,951,340   
                               ============== ============== ============== ============== ============= =============

                                                        [Enlarge/Download Table]
                                                                                                               
                                                                                                               
                                                               FTVIPT FRANKLIN               FTVIPT FRANKLIN   
                               FIDELITY VIP OVERSEAS         INCOME SECURITIES    SMALL CAP VALUE SECURITIES   
                                         SUB-ACCOUNT               SUB-ACCOUNT                   SUB-ACCOUNT   
                               ------------------------ ------------------------- -----------------------------
                                  2011          2010         2011         2010         2011             2010   
                               ---------- ------------- ------------ ------------ ------------ ----------------
Units beginning of year        593,728       663,667    3,722,732    3,157,996    3,178,430        1,787,114   
Units issued and transferred                                                                                   
  from other funding options    23,085        39,152    1,395,405    1,073,134    3,372,394        1,819,181   
Units redeemed and transferred                                                                                 
  to other funding options     (76,741)     (109,091)    (827,665)    (508,398)    (839,977)        (427,865)  
                               ---------- ------------- ------------ ------------ ------------ ----------------
Units end of year              540,072       593,728    4,290,472    3,722,732    5,710,847        3,178,430   
                               ========== ============= ============ ============ ============ ================

(a) For the period March 15, 2010 to December 31, 2010.                         

(b) For the period May 2, 2011 to December 31, 2011.                            

(c) For the period May 3, 2010 to December 31, 2010.                            

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                                                        [Enlarge/Download Table]
                                                                                        
                                                                                        
             AMERICAN FUNDS                                                             
GLOBAL SMALL CAPITALIZATION     AMERICAN FUNDS GROWTH    AMERICAN FUNDS GROWTH-INCOME   
                SUB-ACCOUNT               SUB-ACCOUNT                     SUB-ACCOUNT   
------------------------------ ------------------------- -------------------------------
     2011              2010         2011         2010         2011               2010   
------------ ----------------- ------------ ------------ ------------ ------------------
2,578,008         2,262,060    3,717,676    3,225,880    2,639,070          2,398,146   
1,050,382           894,535      960,174      942,727      570,737            615,981   
 (547,716)         (578,587)    (701,638)    (450,931)    (435,882)          (375,057)  
------------ ----------------- ------------ ------------ ------------ ------------------
3,080,674         2,578,008    3,976,212    3,717,676    2,773,925          2,639,070   
============ ================= ============ ============ ============ ==================

                                                        [Enlarge/Download Table]
                                                                                         
                                                                                         
FEDERATED MANAGED VOLATILITY    FIDELITY VIP ASSET MANAGER     FIDELITY VIP CONTRAFUND   
                 SUB-ACCOUNT                   SUB-ACCOUNT                 SUB-ACCOUNT   
------------------------------- ----------------------------- ---------------------------
  2011               2010 (a)         2011            2010          2011          2010   
--------- --------------------- ------------- --------------- ------------- -------------
 2,848                    --     8,263,984       9,345,424    15,707,574    15,955,996   
    --                 4,805       312,726         344,604     2,315,662     2,046,178   
(1,024)               (1,957)   (1,222,970)     (1,426,044)   (2,434,383)   (2,294,600)  
--------- --------------------- ------------- --------------- ------------- -------------
 1,824                 2,848     7,353,740       8,263,984    15,588,853    15,707,574   
========= ===================== ============= =============== ============= =============

                                                                [Download Table]
                                                                             
                                                                             
FIDELITY VIP INDEX 500      FIDELITY VIP MID CAP FIDELITY VIP MONEY MARKET   
           SUB-ACCOUNT               SUB-ACCOUNT               SUB-ACCOUNT   
------------------------- ---------------------- ----------------------------
     2011         2010         2011         2010          2011        2010   
------------ ------------ ------------ --------- ------------- --------------
4,565,389    5,300,313    4,364,581    3,075,278     7,492,405   6,126,543   
   13,022       20,873    2,636,656    1,773,206   142,314,946  96,878,440   
 (602,299)    (755,797)    (711,772)   (483,903) (141,806,301) (95,512,578)  
------------ ------------ ------------ ----------------------- --------------
3,976,112    4,565,389    6,289,465    4,364,581     8,001,050   7,492,405   
============ ============ ============ ========= ============= ==============

                                                                [Download Table]
                                                                               
                                                                               
   FTVIPT MUTUAL SHARES          FTVIPT TEMPLETON           FTVIPT TEMPLETON   
             SECURITIES                   FOREIGN     GLOBAL BOND SECURITIES   
            SUB-ACCOUNT               SUB-ACCOUNT                SUB-ACCOUNT   
-------------------------- ------------------------- --------------------------
      2011         2010         2011         2010          2011         2010   
------------- ------------ ------------ ------------ ------------- ------------
 5,431,435    4,784,657    2,782,005    2,655,441     4,997,591    2,853,081   
 1,448,728    1,283,480      517,182      583,518     4,530,568    2,640,993   
  (927,835)    (636,702)    (578,766)    (456,954)   (1,423,898)    (496,483)  
------------- ------------ ------------ ------------ ------------- ------------
 5,952,328    5,431,435    2,720,421    2,782,005     8,104,261    4,997,591   
============= ============ ============ ============ ============= ============

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METLIFE INVESTORS USA SEPARATE ACCOUNT A                                        
OF METLIFE INVESTORS USA INSURANCE COMPANY                                      
NOTES TO THE FINANCIAL STATEMENTS -- (CONTINUED)                                

7. SCHEDULES OF UNITS -- (CONTINUED)                                            
FOR THE YEARS ENDED DECEMBER 31, 2011 AND 2010:                                 

                                                        [Enlarge/Download Table]
                                                                                                                                  
                                                                                                                                  
                               INVESCO V.I. CAPITAL APPRECIATION    INVESCO V.I. CORE EQUITY    INVESCO V.I. GLOBAL REAL ESTATE   
                                                     SUB-ACCOUNT                 SUB-ACCOUNT                        SUB-ACCOUNT   
                               ------------------------------------ --------------------------- ----------------------------------
                                      2011                  2010           2011         2010         2011                  2010   
                               -------------- --------------------- -------------- ------------ ------------ ---------------------
Units beginning of year             33,129                41,631         88,640       99,143    1,148,943               704,385   
Units issued and transferred                                                                                                      
  from other funding options             9                    18             --           21    1,049,840               606,861   
Units redeemed and transferred                                                                                                    
  to other funding options          (7,290)               (8,520)       (25,449)     (10,524)    (335,687)             (162,303)  
                               -------------- --------------------- -------------- ------------ ------------ ---------------------
Units end of year                   25,848                33,129         63,191       88,640    1,863,096             1,148,943   
                               ============== ===================== ============== ============ ============ =====================

                                                        [Enlarge/Download Table]
                                                                                                                    
                                                                                                                    
                               INVESCO V.I. VAN KAMPEN    INVESCO V.I. VAN KAMPEN                                   
                                     GROWTH AND INCOME              MID CAP VALUE         JANUS ASPEN WORLDWIDE     
                                           SUB-ACCOUNT                SUB-ACCOUNT                   SUB-ACCOUNT     
                               --------------------------   -------------------------- -----------------------------
                                     2011         2010         2011          2010           2011          2010      
                               ------------- ------------ ------------ ------------- -------------- ----------------
Units beginning of year         9,061,763    6,896,039    2,673,648     1,763,519            901            999     
Units issued and transferred                                                                                        
  from other funding options    4,107,609    2,959,924    2,372,998     1,259,195             --             --     
Units redeemed and transferred                                                                                      
  to other funding options     (1,391,990)    (794,200)    (556,176)     (349,066)          (132)           (98)    
                               ------------- ------------ ------------ ------------- -------------- ----------------
Units end of year              11,777,382    9,061,763    4,490,470     2,673,648            769            901     
                               ============= ============ ============ ============= ============== ================

                                                        [Enlarge/Download Table]
                                                                                                                           
                                                                                                                           
                               LMPVET CLEARBRIDGE VARIABLE    LMPVET CLEARBRIDGE VARIABLE    LMPVET CLEARBRIDGE VARIABLE   
                                 FUNDAMENTAL ALL CAP VALUE               LARGE CAP GROWTH                LARGE CAP VALUE   
                                               SUB-ACCOUNT                    SUB-ACCOUNT                    SUB-ACCOUNT   
                               ------------------------------ ------------------------------ ------------------------------
                                    2011              2010        2011               2010           2011            2010   
                               ------------ ----------------- ----------- ------------------ -------------- ---------------
Units beginning of year        3,100,875         2,989,079     459,350            557,417        194,899         196,692   
Units issued and transferred                                                                                               
  from other funding options     664,276           524,162      39,883             46,697        149,986          29,654   
Units redeemed and transferred                                                                                             
  to other funding options      (552,005)         (412,366)   (136,193)          (144,764)       (79,550)        (31,447)  
                               ------------ ----------------- ----------- ------------------ -------------- ---------------
Units end of year              3,213,146         3,100,875     363,040            459,350        265,335         194,899   
                               ============ ================= =========== ================== ============== ===============

                                                        [Enlarge/Download Table]
                                                                                                                        
                                                                                                                        
                                        LMPVET VARIABLE    LMPVET VARIABLE LIFESTYLE    LMPVIT WESTERN ASSET VARIABLE   
                               LIFESTYLE ALLOCATION 70%               ALLOCATION 85%           GLOBAL HIGH YIELD BOND   
                                            SUB-ACCOUNT                  SUB-ACCOUNT                      SUB-ACCOUNT   
                               --------------------------- ---------------------------- --------------------------------
                                      2011         2010         2011            2010         2011                2010   
                               -------------- ------------ ------------ --------------- ------------ -------------------
Units beginning of year            236,121      271,548    4,289,092       3,756,486    3,170,899           2,845,850   
Units issued and transferred                                                                                            
  from other funding options        23,150       11,385    1,172,315         981,734    1,165,713           1,008,282   
Units redeemed and transferred                                                                                          
  to other funding options         (39,688)     (46,812)    (728,953)       (449,128)    (741,795)           (683,233)  
                               -------------- ------------ ------------ --------------- ------------ -------------------
Units end of year                  219,583      236,121    4,732,454       4,289,092    3,594,817           3,170,899   
                               ============== ============ ============ =============== ============ ===================

(a) For the period March 15, 2010 to December 31, 2010.                         

(b) For the period May 2, 2011 to December 31, 2011.                            

(c) For the period May 3, 2010 to December 31, 2010.                            

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                                                        [Enlarge/Download Table]
                                                                                           
                                                                                           
                                     INVESCO V.I. VAN KAMPEN     INVESCO V.I. VAN KAMPEN   
INVESCO V.I. INTERNATIONAL GROWTH             CAPITAL GROWTH           EQUITY AND INCOME   
                      SUB-ACCOUNT                SUB-ACCOUNT                 SUB-ACCOUNT   
------------------------------------ -------------------------- ---------------------------
     2011                    2010      2011             2010          2011          2010   
------------ ----------------------- --------- ---------------- ------------- -------------
4,327,573               2,818,925    25,363           26,829    22,199,448    17,747,381   
2,701,345               1,870,709        --           32,291     9,005,018     6,790,513   
 (547,850)               (362,061)   (6,489)         (33,757)   (3,834,330)   (2,338,446)  
------------ ----------------------- --------- ---------------- ------------- -------------
6,481,068               4,327,573    18,874           25,363    27,370,136    22,199,448   
============ ======================= ========= ================ ============= =============

                                                        [Enlarge/Download Table]
                                                                                         
                                                                                         
        LMPVET CLEARBRIDGE        LMPVET CLEARBRIDGE                LMPVET CLEARBRIDGE   
VARIABLE AGGRESSIVE GROWTH     VARIABLE APPRECIATION    VARIABLE EQUITY INCOME BUILDER   
               SUB-ACCOUNT               SUB-ACCOUNT                       SUB-ACCOUNT   
----------------------------- ------------------------- ---------------------------------
      2011            2010         2011         2010          2011                2010   
------------- --------------- ------------ ------------ ------------- -------------------
11,742,972      11,503,827    5,515,253    4,134,838     6,778,039           6,144,958   
 2,843,299       2,318,559    2,453,739    1,932,621     2,730,896           1,589,873   
(2,730,657)     (2,079,414)    (947,455)    (552,206)   (1,495,480)           (956,792)  
------------- --------------- ------------ ------------ ------------- -------------------
11,855,614      11,742,972    7,021,537    5,515,253     8,013,455           6,778,039   
============= =============== ============ ============ ============= ===================

                                                        [Enlarge/Download Table]
                                                                                       
                                                                                       
LMPVET CLEARBRIDGE VARIABLE    LMPVET INVESTMENT COUNSEL             LMPVET VARIABLE   
           SMALL CAP GROWTH    VARIABLE SOCIAL AWARENESS    LIFESTYLE ALLOCATION 50%   
                SUB-ACCOUNT                  SUB-ACCOUNT                 SUB-ACCOUNT   
------------------------------ ---------------------------- ---------------------------
     2011              2010           2011          2010         2011           2010   
------------ ----------------- -------------- ------------- ------------ --------------
2,149,625         1,757,714         17,424        19,412      769,522        487,451   
1,125,372           888,650          1,964         3,746      885,922        386,123   
 (588,042)         (496,739)        (2,011)       (5,734)    (240,462)      (104,052)  
------------ ----------------- -------------- ------------- ------------ --------------
2,686,955         2,149,625         17,377        17,424    1,414,982        769,522   
============ ================= ============== ============= ============ ==============

                                                                [Download Table]
                                                                            
                                                                            
MFS VIT INVESTORS TRUST    MFS VIT NEW DISCOVERY         MFS VIT RESEARCH   
            SUB-ACCOUNT              SUB-ACCOUNT              SUB-ACCOUNT   
-------------------------- ------------------------ -------------- ---------
       2011        2010           2011      2010           2011      2010   
-------------- ----------- -------------- --------- -------------- ---------
      8,683      11,563          4,951     6,461         21,202    23,944   
         --          --             --        --             --        --   
     (1,633)     (2,880)           (12)   (1,510)       (12,527)   (2,742)  
-------------- ----------- -------------- --------- -------------- ---------
      7,050       8,683          4,939     4,951          8,675    21,202   
============== =========== ============== ========= ============== =========

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METLIFE INVESTORS USA SEPARATE ACCOUNT A                                        
OF METLIFE INVESTORS USA INSURANCE COMPANY                                      
NOTES TO THE FINANCIAL STATEMENTS -- (CONTINUED)                                

7. SCHEDULES OF UNITS -- (CONTINUED)                                            
FOR THE YEARS ENDED DECEMBER 31, 2011 AND 2010:                                 

                                                        [Enlarge/Download Table]
                                                                                                             
                                                                                                             
                                            MIST                                                             
                               ALLIANCEBERNSTEIN                                                             
                                  GLOBAL DYNAMIC           MIST AMERICAN FUNDS                               
                                      ALLOCATION           BALANCED ALLOCATION    MIST AMERICAN FUNDS BOND   
                                     SUB-ACCOUNT                   SUB-ACCOUNT                 SUB-ACCOUNT   
                               -------------------- ----------------------------- ---------------------------
                                         2011 (b)          2011           2010          2011          2010   
                               -------------------- -------------- -------------- ------------- -------------
Units beginning of year                       --    251,644,506    147,529,141    26,655,400    14,305,838   
Units issued and transferred                                                                                 
  from other funding options         171,624,926     89,766,437    124,042,699    15,422,410    16,482,411   
Units redeemed and transferred                                                                               
  to other funding options            (3,190,245)   (34,443,209)   (19,927,334)   (9,549,238)   (4,132,849)  
                               -------------------- -------------- -------------- ------------- -------------
Units end of year                    168,434,681    306,967,734    251,644,506    32,528,572    26,655,400   
                               ==================== ============== ============== ============= =============

                                                        [Enlarge/Download Table]
                                                                                                                          
                                                                                                                          
                                                                    MIST               MIST                               
                                                              AQR GLOBAL          BLACKROCK                               
                                      MIST AMERICAN FUNDS           RISK    GLOBAL TACTICAL              MIST BLACKROCK   
                                      MODERATE ALLOCATION       BALANCED         STRATEGIES                  HIGH YIELD   
                                              SUB-ACCOUNT    SUB-ACCOUNT        SUB-ACCOUNT                 SUB-ACCOUNT   
                               ----------------------------- -------------- ------------------ ---------------------------
                                      2011           2010        2011 (b)           2011 (b)         2011          2010   
                               -------------- -------------- -------------- ------------------ ------------- -------------
Units beginning of year        143,876,667     89,994,728             --                 --     9,034,810     5,656,394   
Units issued and transferred                                                                                              
  from other funding options    47,194,350     65,794,039    182,389,813        303,340,901     9,640,893     8,972,443   
Units redeemed and transferred                                                                                            
  to other funding options     (22,088,619)   (11,912,100)    (3,351,421)        (6,151,186)   (7,784,087)   (5,594,027)  
                               -------------- -------------- -------------- ------------------ ------------- -------------
Units end of year              168,982,398    143,876,667    179,038,392        297,189,715    10,891,616     9,034,810   
                               ============== ============== ============== ================== ============= =============

                                                        [Enlarge/Download Table]
                                                                                                                  
                                                                                                                  
                                     MIST GOLDMAN SACHS         MIST HARRIS OAKMARK                MIST INVESCO   
                                          MID CAP VALUE               INTERNATIONAL            SMALL CAP GROWTH   
                                            SUB-ACCOUNT                 SUB-ACCOUNT                 SUB-ACCOUNT   
                               --------------------------- --------------------------- ---------------------------
                                     2011          2010          2011          2010          2011          2010   
                               ------------- ------------- ------------- ------------- ------------- -------------
Units beginning of year         7,332,195     6,218,018    23,589,953    18,176,767    11,943,258    11,180,366   
Units issued and transferred                                                                                      
  from other funding options    4,171,038     2,318,620    11,194,299     9,297,531     5,675,067     3,041,631   
Units redeemed and transferred                                                                                    
  to other funding options     (2,239,962)   (1,204,443)   (6,751,214)   (3,884,345)   (3,675,545)   (2,278,739)  
                               ------------- ------------- ------------- ------------- ------------- -------------
Units end of year               9,263,271     7,332,195    28,033,038    23,589,953    13,942,780    11,943,258   
                               ============= ============= ============= ============= ============= =============

(a) For the period March 15, 2010 to December 31, 2010.                         

(b) For the period May 2, 2011 to December 31, 2011.                            

(c) For the period May 3, 2010 to December 31, 2010.                            

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                                                        [Enlarge/Download Table]
                                                                                       
                                                                                       
       MIST AMERICAN FUNDS                                       MIST AMERICAN FUNDS   
         GROWTH ALLOCATION    MIST AMERICAN FUNDS GROWTH               INTERNATIONAL   
               SUB-ACCOUNT                   SUB-ACCOUNT                 SUB-ACCOUNT   
----------------------------- ----------------------------- ---------------------------
       2011           2010           2011           2010          2011          2010   
-------------- -------------- -------------- -------------- ------------- -------------
155,386,301    139,002,030     52,406,611     30,278,080    33,804,542    19,914,429   
 31,607,811     40,270,626     26,126,126     29,340,669    15,378,100    18,617,289   
(27,769,997)   (23,886,355)   (14,276,139)    (7,212,138)   (9,827,257)   (4,727,176)  
-------------- -------------- -------------- -------------- ------------- -------------
159,224,115    155,386,301     64,256,598     52,406,611    39,355,385    33,804,542   
============== ============== ============== ============== ============= =============

                                                                [Download Table]
                                                                                    
                                                                                    
        MIST BLACKROCK                MIST CLARION                                  
        LARGE CAP CORE          GLOBAL REAL ESTATE    MIST DREMAN SMALL CAP VALUE   
           SUB-ACCOUNT                 SUB-ACCOUNT                    SUB-ACCOUNT   
------------------------- --------------------------- ------------------------------
     2011         2010          2011          2010         2011              2010   
------------ ------------ ------------- ------------- ------------ -----------------
1,044,239      613,169     9,934,760     7,999,282    1,677,961         1,579,618   
  690,281      598,887     3,957,434     3,600,130      380,391           478,958   
 (319,799)    (167,817)   (2,587,328)   (1,664,652)    (407,528)         (380,615)  
------------ ------------ ------------- ------------- ------------ -----------------
1,414,721    1,044,239    11,304,866     9,934,760    1,650,824         1,677,961   
============ ============ ============= ============= ============ =================

                                                                [Download Table]
                                                                                    
                                                                                    
                                                      MIST LEGG MASON CLEARBRIDGE   
      MIST JANUS FORTY         MIST LAZARD MID CAP              AGGRESSIVE GROWTH   
           SUB-ACCOUNT                 SUB-ACCOUNT                    SUB-ACCOUNT   
------------------------- --------------------------- ------------------------------
       2011       2010          2011          2010          2011             2010   
-------------- ---------- ------------- ------------- ------------- ----------------
    397,905    192,470     8,873,534     8,013,598    13,863,499       12,110,468   
    307,018    273,072     2,534,397     2,475,756    29,743,803        4,529,477   
   (161,339)   (67,637)   (2,176,362)   (1,615,820)   (7,842,806)      (2,776,446)  
-------------- ---------- ------------- ------------- ------------- ----------------
    543,584    397,905     9,231,569     8,873,534    35,764,496       13,863,499   
============== ========== ============= ============= ============= ================

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METLIFE INVESTORS USA SEPARATE ACCOUNT A                                        
OF METLIFE INVESTORS USA INSURANCE COMPANY                                      
NOTES TO THE FINANCIAL STATEMENTS -- (CONTINUED)                                

7. SCHEDULES OF UNITS -- (CONTINUED)                                            
FOR THE YEARS ENDED DECEMBER 31, 2011 AND 2010:                                 

                                                        [Enlarge/Download Table]
                                                                                                                 
                                                                                                                 
                                     MIST LOOMIS SAYLES            MIST LORD ABBETT           MIST LORD ABBETT   
                                         GLOBAL MARKETS              BOND DEBENTURE              MID CAP VALUE   
                                            SUB-ACCOUNT                 SUB-ACCOUNT                SUB-ACCOUNT   
                               --------------------------- --------------------------- --------------------------
                                     2011          2010          2011          2010          2011         2010   
                               ------------- ------------- ------------- ------------- ------------- ------------
Units beginning of year        10,620,691     7,198,911    11,708,304    11,953,991     4,351,943    3,034,782   
Units issued and transferred                                                                                     
  from other funding options    6,932,197     5,309,769     2,202,739     2,137,545     2,425,601    2,103,106   
Units redeemed and transferred                                                                                   
  to other funding options     (4,390,932)   (1,887,989)   (3,062,967)   (2,383,232)   (1,410,682)    (785,945)  
                               ------------- ------------- ------------- ------------- ------------- ------------
Units end of year              13,161,956    10,620,691    10,848,076    11,708,304     5,366,862    4,351,943   
                               ============= ============= ============= ============= ============= ============

                                                        [Enlarge/Download Table]
                                                                                                                     
                                                                                                                     
                               MIST MET/FRANKLIN TEMPLETON                                      MIST MET/TEMPLETON   
                                         FOUNDING STRATEGY    MIST MET/TEMPLETON GROWTH         INTERNATIONAL BOND   
                                               SUB-ACCOUNT                  SUB-ACCOUNT                SUB-ACCOUNT   
                               ------------------------------ ---------------------------- --------------------------
                                      2011            2010         2011         2010 (c)         2011         2010   
                               -------------- --------------- ------------ --------------- ------------- ------------
Units beginning of year         59,315,796      49,352,169      614,557              --     2,982,596      775,327   
Units issued and transferred                                                                                         
  from other funding options    16,803,358      19,542,207    4,751,657         665,172     2,461,365    2,588,044   
Units redeemed and transferred                                                                                       
  to other funding options     (12,494,356)     (9,578,580)    (678,787)        (50,615)   (1,167,888)    (380,775)  
                               -------------- --------------- ------------ --------------- ------------- ------------
Units end of year               63,624,798      59,315,796    4,687,427         614,557     4,276,073    2,982,596   
                               ============== =============== ============ =============== ============= ============

                                                        [Enlarge/Download Table]
                                                                                                                        
                                                                                                                        
                                             MIST METLIFE                  MIST METLIFE                  MIST METLIFE   
                                       DEFENSIVE STRATEGY               GROWTH STRATEGY             MODERATE STRATEGY   
                                              SUB-ACCOUNT                   SUB-ACCOUNT                   SUB-ACCOUNT   
                               ----------------------------- ----------------------------- -----------------------------
                                      2011           2010           2011           2010           2011           2010   
                               -------------- -------------- -------------- -------------- -------------- --------------
Units beginning of year        167,912,074    134,240,318    473,161,406    490,302,032    257,780,425    201,975,022   
Units issued and transferred                                                                                            
  from other funding options    76,067,194     70,407,244     45,446,076     37,570,947     71,989,252     86,984,304   
Units redeemed and transferred                                                                                          
  to other funding options     (57,716,756)   (36,735,488)   (71,630,288)   (54,711,573)   (48,392,030)   (31,178,901)  
                               -------------- -------------- -------------- -------------- -------------- --------------
Units end of year              186,262,512    167,912,074    446,977,194    473,161,406    281,377,647    257,780,425   
                               ============== ============== ============== ============== ============== ==============

                                                        [Enlarge/Download Table]
                                                                                                                     
                                                                                                                     
                                       MIST OPPENHEIMER                   MIST PIMCO                                 
                                   CAPITAL APPRECIATION     INFLATION PROTECTED BOND       MIST PIMCO TOTAL RETURN   
                                            SUB-ACCOUNT                  SUB-ACCOUNT                   SUB-ACCOUNT   
                               --------------------------- ---------------------------- -----------------------------
                                     2011          2010           2011          2010           2011           2010   
                               ------------- ------------- -------------- ------------- -------------- --------------
Units beginning of year        23,613,830    26,093,951     52,467,468    37,506,865    111,149,390     71,654,403   
Units issued and transferred                                                                                         
  from other funding options    1,003,067     1,245,884     29,465,582    23,935,539     57,388,417     60,350,932   
Units redeemed and transferred                                                                                       
  to other funding options     (3,844,169)   (3,726,005)   (18,845,173)   (8,974,936)   (36,225,860)   (20,855,945)  
                               ------------- ------------- -------------- ------------- -------------- --------------
Units end of year              20,772,728    23,613,830     63,087,877    52,467,468    132,311,947    111,149,390   
                               ============= ============= ============== ============= ============== ==============

(a) For the period March 15, 2010 to December 31, 2010.                         

(b) For the period May 2, 2011 to December 31, 2011.                            

(c) For the period May 3, 2010 to December 31, 2010.                            

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                                                                [Download Table]
                                                                        
                                                                        
                                MIST MET/                               
                             FRANKLIN LOW                        MIST   
   MIST MET/EATON VANCE    DURATION TOTAL                MET/FRANKLIN   
          FLOATING RATE            RETURN               MUTUAL SHARES   
            SUB-ACCOUNT       SUB-ACCOUNT                 SUB-ACCOUNT   
-------------------------- ----------------- ---------------------------
      2011      2010 (c)          2011 (b)         2011          2010   
------------- ------------ ----------------- ------------- -------------
 1,600,145           --                --    13,681,991     7,713,701   
 4,622,127    1,761,955         3,514,127     7,434,827     7,738,231   
(1,959,096)    (161,810)         (678,613)   (3,486,287)   (1,769,941)  
------------- ------------ ----------------- ------------- -------------
 4,263,176    1,600,145         2,835,514    17,630,531    13,681,991   
============= ============ ================= ============= =============

                                                        [Enlarge/Download Table]
                                                                                      
                                                                                      
                                     MIST METLIFE                                     
MIST METLIFE AGGRESSIVE STRATEGY    BALANCED PLUS    MIST METLIFE BALANCED STRATEGY   
                     SUB-ACCOUNT      SUB-ACCOUNT                       SUB-ACCOUNT   
----------------------------------- ---------------- ---------------------------------
      2011                  2010          2011 (b)          2011               2010   
------------- --------------------- ---------------- -------------- ------------------
45,689,702            41,343,573               --    546,381,907        458,932,798   
12,995,065            12,038,416      262,253,386    131,695,393        141,354,473   
(9,294,378)           (7,692,287)      (5,177,364)   (85,252,697)       (53,905,364)  
------------- --------------------- ---------------- -------------- ------------------
49,390,389            45,689,702      257,076,022    592,824,603        546,381,907   
============= ===================== ================ ============== ==================

                                                                [Download Table]
                                                                                   
                                                                                   
                MIST MFS                    MIST MFS         MIST MORGAN STANLEY   
 EMERGING MARKETS EQUITY      RESEARCH INTERNATIONAL              MID CAP GROWTH   
             SUB-ACCOUNT                 SUB-ACCOUNT                 SUB-ACCOUNT   
--------------------------- --------------------------- ---------------------------
      2011          2010          2011          2010          2011          2010   
------------- ------------- ------------- ------------- ------------- -------------
29,287,659    18,534,256    22,399,698    21,694,779     6,606,286     5,166,934   
16,833,846    15,900,566     4,990,746     4,866,440     3,983,667     2,834,922   
(9,116,951)   (5,147,163)   (4,549,426)   (4,161,521)   (1,854,448)   (1,395,570)  
------------- ------------- ------------- ------------- ------------- -------------
37,004,554    29,287,659    22,841,018    22,399,698     8,735,505     6,606,286   
============= ============= ============= ============= ============= =============

                                                                [Download Table]
                                                                           
                                                                           
                                                            MIST PYRAMIS   
                                                              GOVERNMENT   
      MIST PIONEER FUND    MIST PIONEER STRATEGIC INCOME          INCOME   
            SUB-ACCOUNT                      SUB-ACCOUNT     SUB-ACCOUNT   
-------------------------- -------------------------------- ---------------
      2011         2010          2011               2010         2011 (b)  
------------- ------------ ------------- ------------------ ---------------
 5,977,317    3,239,380    17,115,149         10,957,582              --   
 4,740,977    3,338,408    11,816,114          8,203,544      50,016,569   
(1,237,892)    (600,471)   (4,487,101)        (2,045,977)     (4,398,550)  
------------- ------------ ------------- ------------------ ---------------
 9,480,402    5,977,317    24,444,162         17,115,149      45,618,019   
============= ============ ============= ================== ===============

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METLIFE INVESTORS USA SEPARATE ACCOUNT A                                        
OF METLIFE INVESTORS USA INSURANCE COMPANY                                      
NOTES TO THE FINANCIAL STATEMENTS -- (CONTINUED)                                

7. SCHEDULES OF UNITS -- (CONTINUED)                                            
FOR THE YEARS ENDED DECEMBER 31, 2011 AND 2010:                                 

                                                        [Enlarge/Download Table]
                                                                                                                        
                                                                                                                        
                                                                                                            MIST SSGA   
                               MIST RAINIER LARGE CAP EQUITY         MIST RCM TECHNOLOGY        GROWTH AND INCOME ETF   
                                                 SUB-ACCOUNT                 SUB-ACCOUNT                  SUB-ACCOUNT   
                               -------------------------------- --------------------------- ----------------------------
                                     2011               2010          2011          2010           2011          2010   
                               ------------- ------------------ ------------- ------------- -------------- -------------
Units beginning of year         5,826,308          4,962,869    16,174,286    13,832,826     85,827,962    29,942,630   
Units issued and transferred                                                                                            
  from other funding options    4,146,884          2,614,493     8,188,940     7,800,959     55,359,660    60,995,275   
Units redeemed and transferred                                                                                          
  to other funding options     (2,197,131)        (1,751,054)   (7,137,068)   (5,459,499)   (20,889,645)   (5,109,943)  
                               ------------- ------------------ ------------- ------------- -------------- -------------
Units end of year               7,776,061          5,826,308    17,226,158    16,174,286    120,297,977    85,827,962   
                               ============= ================== ============= ============= ============== =============

                                                        [Enlarge/Download Table]
                                                                                                                    
                                                                                                                    
                                      MIST THIRD AVENUE                                                             
                                        SMALL CAP VALUE    MIST TURNER MID CAP GROWTH    MIST VAN KAMPEN COMSTOCK   
                                            SUB-ACCOUNT                   SUB-ACCOUNT                 SUB-ACCOUNT   
                               --------------------------- ----------------------------- ---------------------------
                                     2011          2010          2011            2010          2011          2010   
                               ------------- ------------- ------------- --------------- ------------- -------------
Units beginning of year        18,793,984    17,777,766     5,858,465       4,875,425    21,172,822    16,791,760   
Units issued and transferred                                                                                        
  from other funding options    4,171,269     4,136,137     2,711,061       2,523,823     9,018,946     7,045,507   
Units redeemed and transferred                                                                                      
  to other funding options     (4,353,554)   (3,119,919)   (2,154,391)     (1,540,783)   (5,053,971)   (2,664,445)  
                               ------------- ------------- ------------- --------------- ------------- -------------
Units end of year              18,611,699    18,793,984     6,415,135       5,858,465    25,137,797    21,172,822   
                               ============= ============= ============= =============== ============= =============

                                                        [Enlarge/Download Table]
                                                                                                                     
                                                                                                                     
                                                                MSF BLACKROCK LEGACY                                 
                               MSF BLACKROCK LARGE CAP VALUE        LARGE CAP GROWTH    MSF BLACKROCK MONEY MARKET   
                                                 SUB-ACCOUNT             SUB-ACCOUNT                   SUB-ACCOUNT   
                               -------------------------------- ----------------------- -----------------------------
                                      2011              2010        2011        2010           2011           2010   
                               -------------- ----------------- ----------- ----------- -------------- --------------
Units beginning of year            253,453           264,703     601,185     612,808     51,015,018     54,211,009   
Units issued and transferred                                                                                         
  from other funding options        92,234            48,171     499,439     130,372     82,525,547     56,918,244   
Units redeemed and transferred                                                                                       
  to other funding options         (93,193)          (59,421)   (286,424)   (141,995)   (74,473,263)   (60,114,235)  
                               -------------- ----------------- ----------- ----------- -------------- --------------
Units end of year                  252,494           253,453     814,200     601,185     59,067,302     51,015,018   
                               ============== ================= =========== =========== ============== ==============

                                                        [Enlarge/Download Table]
                                                                                                                   
                                                                                                                   
                                    MSF LOOMIS SAYLES             MSF MET/ARTISAN            MSF MET/DIMENSIONAL   
                                       SMALL CAP CORE               MID CAP VALUE    INTERNATIONAL SMALL COMPANY   
                                          SUB-ACCOUNT                 SUB-ACCOUNT                    SUB-ACCOUNT   
                               ------------------------- --------------------------- ------------------------------
                                      2011       2010          2011          2010         2011              2010   
                               -------------- ---------- ------------- ------------- ------------ -----------------
Units beginning of year            214,307     73,444    15,163,945    15,659,935    2,082,274         1,225,665   
Units issued and transferred                                                                                       
  from other funding options       183,188    177,229     2,591,966     2,242,180    2,109,614         1,504,214   
Units redeemed and transferred                                                                                     
  to other funding options         (87,121)   (36,366)   (3,156,676)   (2,738,170)    (855,283)         (647,605)  
                               -------------- ---------- ------------- ------------- ------------ -----------------
Units end of year                  310,374    214,307    14,599,235    15,163,945    3,336,605         2,082,274   
                               ============== ========== ============= ============= ============ =================

(a) For the period March 15, 2010 to December 31, 2010.                         

(b) For the period May 2, 2011 to December 31, 2011.                            

(c) For the period May 3, 2010 to December 31, 2010.                            

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                                                                [Download Table]
                                                                                    
                                                                                    
                                  MIST T. ROWE PRICE           MIST T. ROWE PRICE   
    MIST SSGA GROWTH ETF             LARGE CAP VALUE               MID CAP GROWTH   
             SUB-ACCOUNT                 SUB-ACCOUNT                  SUB-ACCOUNT   
--------------------------- --------------------------- ----------------------------
      2011          2010          2011          2010           2011          2010   
------------- ------------- ------------- ------------- -------------- -------------
29,136,066    16,443,398    14,212,118    14,942,501     40,356,445    31,597,201   
17,254,725    17,578,371     1,831,906     1,536,657     16,646,841    15,342,005   
(8,406,338)   (4,885,703)   (2,597,521)   (2,267,040)   (12,913,775)   (6,582,761)  
------------- ------------- ------------- ------------- -------------- -------------
37,984,453    29,136,066    13,446,503    14,212,118     44,089,511    40,356,445   
============= ============= ============= ============= ============== =============

                                                        [Enlarge/Download Table]
                                                                                             
                                                                                             
                                                 MSF BARCLAYS                                
MSF ARTIO INTERNATIONAL STOCK    CAPITAL AGGREGATE BOND INDEX    MSF BLACKROCK BOND INCOME   
                  SUB-ACCOUNT                     SUB-ACCOUNT                  SUB-ACCOUNT   
-------------------------------- ------------------------------- ----------------------------
       2011              2010          2011              2010        2011             2010   
-------------- ----------------- ------------- ----------------- ----------- ----------------
    318,412           337,655     5,646,137         2,010,364     952,834          911,026   
     38,304            65,262     4,860,368         4,667,969     266,299          285,215   
    (74,688)          (84,505)   (2,423,139)       (1,032,196)   (266,058)        (243,407)  
-------------- ----------------- ------------- ----------------- ----------- ----------------
    282,028           318,412     8,083,366         5,646,137     953,075          952,834   
============== ================= ============= ================= =========== ================

                                                                [Download Table]
                                                                                 
                                                                                 
 MSF DAVIS VENTURE VALUE      MSF FI VALUE LEADERS         MSF JENNISON GROWTH   
             SUB-ACCOUNT               SUB-ACCOUNT                 SUB-ACCOUNT   
--------------------------- ------------------------- ---------------------------
      2011          2010           2011       2010          2011          2010   
------------- ------------- -------------- ---------- ------------- -------------
46,415,423    41,123,511        305,583    265,682    20,230,170    17,375,446   
11,133,438    11,167,451         68,199     99,348     6,830,564     6,571,017   
(9,180,676)   (5,875,539)       (84,228)   (59,447)   (6,183,513)   (3,716,293)  
------------- ------------- -------------- ---------- ------------- -------------
48,368,185    46,415,423        289,554    305,583    20,877,221    20,230,170   
============= ============= ============== ========== ============= =============

                                                        [Enlarge/Download Table]
                                                                                     
                                                                                     
MSF METLIFE CONSERVATIVE    MSF METLIFE CONSERVATIVE TO                MSF METLIFE   
              ALLOCATION            MODERATE ALLOCATION        MID CAP STOCK INDEX   
             SUB-ACCOUNT                    SUB-ACCOUNT                SUB-ACCOUNT   
--------------------------- ------------------------------ --------------------------
      2011          2010        2011               2010          2011         2010   
------------- ------------- ----------- ------------------ ------------- ------------
   830,223       967,744     782,775            836,071     3,443,301    1,692,693   
   121,935       250,831      51,439            117,347     2,827,133    2,366,351   
  (101,388)     (388,352)   (225,831)          (170,643)   (1,561,443)    (615,743)  
------------- ------------- ----------- ------------------ ------------- ------------
   850,770       830,223     608,383            782,775     4,708,991    3,443,301   
============= ============= =========== ================== ============= ============

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METLIFE INVESTORS USA SEPARATE ACCOUNT A                                        
OF METLIFE INVESTORS USA INSURANCE COMPANY                                      
NOTES TO THE FINANCIAL STATEMENTS -- (CONTINUED)                                

7. SCHEDULES OF UNITS -- (CONTINUED)                                            
FOR THE YEARS ENDED DECEMBER 31, 2011 AND 2010:                                 

                                                        [Enlarge/Download Table]
                                                                                                                        
                                                                                                                        
                                          MSF METLIFE                          MSF METLIFE                              
                                  MODERATE ALLOCATION    MODERATE TO AGGRESSIVE ALLOCATION     MSF METLIFE STOCK INDEX  
                                          SUB-ACCOUNT                          SUB-ACCOUNT                 SUB-ACCOUNT  
                               ------------------------- ----------------------------------- ---------------------------
                                    2011         2010         2011                   2010          2011          2010   
                               ------------ ------------ ------------ ---------------------- ------------- -------------
Units beginning of year        4,192,524    4,293,013    5,194,016              5,328,120    23,801,960    21,150,594   
Units issued and transferred                                                                                            
  from other funding options     200,071      262,765      231,797                257,429     9,003,675     9,022,338   
Units redeemed and transferred                                                                                          
  to other funding options      (461,682)    (363,254)    (793,634)              (391,533)   (7,457,721)   (6,370,972)  
                               ------------ ------------ ------------ ---------------------- ------------- -------------
Units end of year              3,930,913    4,192,524    4,632,179              5,194,016    25,347,914    23,801,960   
                               ============ ============ ============ ====================== ============= =============

                                                        [Enlarge/Download Table]
                                                                                                                        
                                                                                                                        
                                                                MSF NEUBERGER BERMAN                                    
                               MSF NEUBERGER BERMAN GENESIS            MID CAP VALUE    MSF OPPENHEIMER GLOBAL EQUITY   
                                                SUB-ACCOUNT              SUB-ACCOUNT                      SUB-ACCOUNT   
                               ------------------------------- ------------------------ --------------------------------
                                   2011                2010           2011      2010       2011                  2010   
                               ----------- ------------------- -------------- --------- ---------- ---------------------
Units beginning of year         578,563             605,787         82,451    11,335    608,969               672,213   
Units issued and transferred                                                                                            
  from other funding options    203,416              96,136        132,421    76,055     48,407                41,665   
Units redeemed and transferred                                                                                          
  to other funding options     (134,168)           (123,360)       (38,744)   (4,939)   (97,845)             (104,909)  
                               ----------- ------------------- -------------- --------- ---------- ---------------------
Units end of year               647,811             578,563        176,128    82,451    559,531               608,969   
                               =========== =================== ============== ========= ========== =====================

                                                        [Enlarge/Download Table]
                                                                                                                      
                                                                                                                      
                                            MSF VAN ECK    MSF WESTERN ASSET MANAGEMENT                               
                               GLOBAL NATURAL RESOURCES                 U.S. GOVERNMENT    NEUBERGER BERMAN GENESIS   
                                            SUB-ACCOUNT                     SUB-ACCOUNT                 SUB-ACCOUNT   
                               --------------------------- ------------------------------- -------------- ------------
                                     2011          2010          2011              2010           2011         2010   
                               ------------- ------------- ------------- ----------------- -------------- ------------
Units beginning of year         3,967,225     1,195,095    12,558,586         8,573,371            571          697   
Units issued and transferred                                                                                          
  from other funding options    4,742,770     3,313,910     8,649,000         7,037,310              1           --   
Units redeemed and transferred                                                                                        
  to other funding options     (1,799,312)     (541,780)   (5,169,345)       (3,052,095)           (98)        (126)  
                               ------------- ------------- ------------- ----------------- -------------- ------------
Units end of year               6,910,683     3,967,225    16,038,241        12,558,586            474          571   
                               ============= ============= ============= ================= ============== ============

                                                        [Enlarge/Download Table]
                                                                                                             
                                                                                                             
                               OPPENHEIMER VA MAIN STREET    OPPENHEIMER VA MONEY PIONEER VCT CULLEN VALUE   
                                              SUB-ACCOUNT             SUB-ACCOUNT              SUB-ACCOUNT   
                               ----------------------------- -------------------- ---------------------------
                                      2011           2010           2011     2010        2011         2010   
                               -------------- -------------- ----------- -------- -------------- ------------
Units beginning of year             24,227         28,105         20,177   20,177     243,744      223,412   
Units issued and transferred                                                                                 
  from other funding options            --             --             --       --      33,606       44,706   
Units redeemed and transferred                                                                               
  to other funding options          (2,118)        (3,878)            --       --     (38,941)     (24,374)  
                               -------------- -------------- ----------- -------- -------------- ------------
Units end of year                   22,109         24,227         20,177   20,177     238,409      243,744   
                               ============== ============== =========== ======== ============== ============

(a) For the period March 15, 2010 to December 31, 2010.                         

(b) For the period May 2, 2011 to December 31, 2011.                            

(c) For the period May 3, 2010 to December 31, 2010.                            

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                                                                [Download Table]
                                                                             
                                                                             
                                                        MSF MORGAN STANLEY   
 MSF MFS TOTAL RETURN             MSF MFS VALUE                 EAFE INDEX   
          SUB-ACCOUNT               SUB-ACCOUNT                SUB-ACCOUNT   
------------------------ ------------------------- --------------------------
    2011         2010         2011         2010          2011         2010   
----------- ------------ ------------ ------------ ------------- ------------
 929,202    1,006,138    3,234,649    2,664,361     4,636,491    2,230,107   
  94,193      126,620      610,358    1,034,132     2,965,365    3,151,237   
(197,183)    (203,556)    (699,601)    (463,844)   (1,210,886)    (744,853)  
----------- ------------ ------------ ------------ ------------- ------------
 826,212      929,202    3,145,406    3,234,649     6,390,970    4,636,491   
=========== ============ ============ ============ ============= ============

                                                                [Download Table]
                                                                            
                                                                            
                                MSF T. ROWE PRICE       MSF T. ROWE PRICE   
 MSF RUSSELL 2000 INDEX          LARGE CAP GROWTH        SMALL CAP GROWTH   
            SUB-ACCOUNT               SUB-ACCOUNT             SUB-ACCOUNT   
-------------------------- -------------- ---------- -----------------------
      2011         2010           2011       2010        2011        2010   
------------- ------------ -------------- ---------- ----------- -----------
 2,703,578    1,108,328         40,496     39,614     465,332     481,022   
 2,808,291    2,273,866         18,754     18,052      84,456      99,207   
(1,585,646)    (678,616)       (14,441)   (17,170)   (132,407)   (114,897)  
------------- ------------ -------------- ---------- ----------- -----------
 3,926,223    2,703,578         44,809     40,496     417,381     465,332   
============= ============ ============== ========== =========== ===========

                                                        [Enlarge/Download Table]
                                                                                      
                                                                                      
                                     OPPENHEIMER VA                  OPPENHEIMER VA   
OPPENHEIMER VA CORE BOND    GLOBAL STRATEGIC INCOME    MAIN STREET SMALL- & MID-CAP   
             SUB-ACCOUNT                SUB-ACCOUNT                     SUB-ACCOUNT   
--------------------------- -------------------------- -------------------------------
       2011         2010           2011        2010         2011               2010   
-------------- ------------ ----------- -------------- ------------ ------------------
      1,952       12,533            443       1,786    4,127,208          3,126,840   
         --           --             --          --    1,467,581          1,486,005   
        (74)     (10,581)            --      (1,343)    (630,325)          (485,637)  
-------------- ------------ ----------- -------------- ------------ ------------------
      1,878        1,952            443         443    4,964,464          4,127,208   
============== ============ =========== ============== ============ ==================

                                                        [Enlarge/Download Table]
                                                                                          
                                                                                          
                                                                            PIONEER VCT   
PIONEER VCT EMERGING MARKETS    PIONEER VCT EQUITY INCOME    IBBOTSON GROWTH ALLOCATION   
                 SUB-ACCOUNT                  SUB-ACCOUNT                   SUB-ACCOUNT   
------------------------------- ---------------------------- -----------------------------
       2011             2010           2011          2010         2011             2010   
-------------- ---------------- -------------- ------------- ------------ ----------------
     62,764           60,035         18,868        20,833    1,275,136        1,257,274   
     22,207           19,312          4,400         3,801       60,318          115,549   
    (36,544)         (16,583)        (5,406)       (5,766)    (109,882)         (97,687)  
-------------- ---------------- -------------- ------------- ------------ ----------------
     48,427           62,764         17,862        18,868    1,225,572        1,275,136   
============== ================ ============== ============= ============ ================

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METLIFE INVESTORS USA SEPARATE ACCOUNT A                                        
OF METLIFE INVESTORS USA INSURANCE COMPANY                                      
NOTES TO THE FINANCIAL STATEMENTS -- (CONTINUED)                                

7. SCHEDULES OF UNITS -- (CONCLUDED)                                            
FOR THE YEARS ENDED DECEMBER 31, 2011 AND 2010:                                 

                                                        [Enlarge/Download Table]
                                                                                                                       
                                                                                                                       
                                 PIONEER VCT IBBOTSON                                                                  
                                  MODERATE ALLOCATION    PIONEER VCT MID CAP VALUE    PIONEER VCT REAL ESTATE SHARES   
                                          SUB-ACCOUNT                  SUB-ACCOUNT                       SUB-ACCOUNT   
                               ------------------------- ---------------------------- ---------------------------------
                                    2011         2010         2011            2010           2011               2010   
                               ------------ ------------ ------------ --------------- -------------- ------------------
Units beginning of year        1,833,743    1,818,031    1,493,349       1,309,529         12,983             16,034   
Units issued and transferred                                                                                           
  from other funding options      83,107      101,045      478,874         378,519          5,796              1,992   
Units redeemed and transferred                                                                                         
  to other funding options      (121,840)     (85,333)    (283,392)       (194,699)        (5,811)            (5,043)  
                               ------------ ------------ ------------ --------------- -------------- ------------------
Units end of year              1,795,010    1,833,743    1,688,831       1,493,349         12,968             12,983   
                               ============ ============ ============ =============== ============== ==================

                                                                [Download Table]
                                                        
                                                        
                                 UIF U.S. REAL ESTATE   
                                          SUB-ACCOUNT   
                               -------------------------
                                    2011         2010   
                               ------------ ------------
Units beginning of year        2,327,750    2,542,094   
Units issued and transferred                            
  from other funding options     586,753      385,013   
Units redeemed and transferred                          
  to other funding options      (547,306)    (599,357)  
                               ------------ ------------
Units end of year              2,367,197    2,327,750   
                               ============ ============

(a) For the period March 15, 2010 to December 31, 2010.                         

(b) For the period May 2, 2011 to December 31, 2011.                            

(c) For the period May 3, 2010 to December 31, 2010.                            

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                                                        [Enlarge/Download Table]
                                                                                                 
                                                                                                 
T. ROWE PRICE GROWTH STOCK    T. ROWE PRICE INTERNATIONAL STOCK    T. ROWE PRICE PRIME RESERVE   
               SUB-ACCOUNT                          SUB-ACCOUNT                    SUB-ACCOUNT   
----------------------------- ------------------------------------ ------------------------------
       2011           2010           2011                  2010           2011            2010   
-------------- -------------- -------------- --------------------- -------------- ---------------
     85,875         97,059         68,117                72,797         70,013          76,856   
      4,548          4,878          4,975                 3,959         20,863          15,515   
    (17,022)       (16,062)       (13,755)               (8,639)       (36,492)        (22,358)  
-------------- -------------- -------------- --------------------- -------------- ---------------
     73,401         85,875         59,337                68,117         54,384          70,013   
============== ============== ============== ===================== ============== ===============

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METLIFE INVESTORS USA SEPARATE ACCOUNT A                                        
OF METLIFE INVESTORS USA INSURANCE COMPANY                                      
NOTES TO THE FINANCIAL STATEMENTS -- (CONTINUED)                                

8. FINANCIAL HIGHLIGHTS                                                         

The Company sells a number of variable annuity products which have unique       
combinations of features and fees, some of which directly affect the unit       
values of the Sub-Accounts. Differences in the fee structures result in a       
variety of unit values, expense ratios, and total returns.                      

The following table is a summary of unit values and units outstanding for the   
Contracts, net investment income ratios, and expense ratios, excluding expenses 
for the underlying portfolio, series, or fund, for the respective stated        
periods in the five years ended December 31, 2011:                              

                                                        [Enlarge/Download Table]
                                                                                                                       
                                                                                                                       
                                            AS OF DECEMBER 31                         FOR THE YEAR ENDED DECEMBER 31   
                                  --------------------------------------- ---------------------------------------------
                                                                                         EXPENSE(2)         TOTAL(3)   
                                                   UNIT VALUE             INVESTMENT(1)       RATIO           RETURN   
                                                    LOWEST TO         NET        INCOME   LOWEST TO        LOWEST TO   
                                      UNITS       HIGHEST ($)  ASSETS ($)     RATIO (%) HIGHEST (%)      HIGHEST (%)   
                                  --------- ----------------- ----------- ------------- ----------- -------------------
Alger Small Cap Growth       2011 5,212,661       9.82 - 9.98  51,540,007            -- 1.25 - 1.40   (4.52) - (4.38)  
  Sub-Account                2010 5,634,931     10.28 - 10.44  58,325,342            -- 1.25 - 1.40    23.54 - 23.73   
                             2009 6,156,883       8.32 - 8.44  51,552,207            -- 1.25 - 1.40    43.49 - 43.70   
                             2008 6,485,576       5.80 - 5.87  37,826,339            -- 1.25 - 1.40 (47.35) - (47.27)  
                             2007 7,147,895     11.01 - 11.13  79,134,670            -- 1.25 - 1.40    15.60 - 15.78   
American Funds Bond          2011 6,703,194     16.06 - 18.46 116,697,267          3.37 0.95 - 1.90      4.11 - 5.11   
  Sub-Account                2010 5,183,483     15.43 - 17.57  86,203,052          3.44 0.95 - 1.90      4.44 - 5.44   
  (Commenced 6/1/2007)       2009 3,608,245     14.77 - 16.66  57,212,613          3.86 0.95 - 1.90    10.49 - 11.54   
                             2008 1,887,421     13.37 - 14.94  27,017,111          9.06 0.95 - 1.90 (11.06) - (10.21)  
                             2007   413,860     15.27 - 16.64   6,639,941          8.01 0.95 - 1.75      0.28 - 2.19   
American Funds Global        2011 8,205,329     21.69 - 26.44 200,460,185          1.37 0.95 - 2.30  (10.95) - (9.75)  
  Growth Sub-Account         2010 7,470,107     24.36 - 29.30 202,441,649          1.56 0.95 - 2.30     9.21 - 10.69   
                             2009 6,579,263     22.30 - 26.47 161,438,857          1.51 0.95 - 2.30    39.07 - 40.96   
                             2008 5,818,048     16.04 - 18.78 101,450,809          2.17 0.95 - 2.30 (39.80) - (38.97)  
                             2007 3,676,314     26.64 - 30.77 104,847,881          3.27 0.95 - 2.30    12.22 - 13.76   
American Funds Global Small  2011 3,080,674     23.15 - 26.58  76,801,888          1.34 0.89 - 1.90 (20.66) - (19.86)  
  Capitalization Sub-Account 2010 2,578,008     29.19 - 33.17  80,582,925          1.75 0.89 - 1.90    20.11 - 21.33   
                             2009 2,262,060     24.30 - 27.34  58,608,602          0.31 0.89 - 1.90    58.26 - 59.86   
                             2008 1,683,911     15.35 - 17.10  27,428,704            -- 0.89 - 1.90 (54.33) - (49.46)  
                             2007   985,561     34.16 - 37.13  35,036,450          2.98 0.89 - 1.75    19.31 - 20.35   
American Funds Growth        2011 3,976,212   115.27 - 170.85 577,437,630          0.63 0.89 - 2.30   (6.45) - (5.12)  
  Sub-Account                2010 3,717,676   123.22 - 180.08 568,813,924          0.77 0.89 - 2.30    15.98 - 17.63   
                             2009 3,225,880   106.24 - 153.09 419,749,811          0.71 0.89 - 2.30    36.24 - 38.18   
                             2008 2,453,157    77.98 - 110.79 231,101,074          1.04 0.89 - 2.30 (45.25) - (44.47)  
                             2007 1,458,315   142.42 - 199.51 245,762,919          0.98 0.89 - 2.30     9.78 - 11.35   
American Funds Growth-Income 2011 2,773,925    78.78 - 116.75 272,388,909          1.60 0.89 - 2.30   (4.06) - (2.70)  
  Sub-Account                2010 2,639,070    82.11 - 119.99 266,511,951          1.55 0.89 - 2.30     8.90 - 10.44   
                             2009 2,398,146    75.40 - 108.65 219,689,912          1.74 0.89 - 2.30    28.26 - 30.08   
                             2008 1,942,091     58.79 - 83.53 136,811,504          2.00 0.89 - 2.30 (39.27) - (38.40)  
                             2007 1,369,874    96.80 - 135.60 156,224,069          1.92 0.89 - 2.30      2.64 - 4.11   
DWS I International          2011 2,245,605       6.92 - 6.97  15,659,285          1.83 1.35 - 1.40 (17.83) - (17.79)  
  Sub-Account                2010 2,471,385       8.43 - 8.48  20,962,763          2.18 1.35 - 1.40      0.21 - 0.26   
                             2009 2,700,348       8.41 - 8.46  22,845,161          4.39 1.35 - 1.40    31.67 - 31.73   
                             2008 2,819,612       6.39 - 6.42  18,108,679          1.39 1.35 - 1.40 (48.94) - (48.91)  
                             2007 3,119,351     12.50 - 12.57  39,213,025          2.39 1.35 - 1.40    12.99 - 13.04   

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METLIFE INVESTORS USA SEPARATE ACCOUNT A                                        
OF METLIFE INVESTORS USA INSURANCE COMPANY                                      
NOTES TO THE FINANCIAL STATEMENTS -- (CONTINUED)                                

8. FINANCIAL HIGHLIGHTS -- (CONTINUED)                                          

                                                        [Enlarge/Download Table]
                                                                                                                        
                                                                                                                        
                                                         AS OF DECEMBER 31             FOR THE YEAR ENDED DECEMBER 31   
                                   --------------------------------------- ---------------------------------------------
                                                                                          EXPENSE(2)         TOTAL(3)   
                                                  UNIT VALUE               INVESTMENT(1)       RATIO           RETURN   
                                                   LOWEST TO           NET        INCOME   LOWEST TO        LOWEST TO   
                                         UNITS   HIGHEST ($)    ASSETS ($)     RATIO (%) HIGHEST (%)      HIGHEST (%)   
                                   ----------- ------------- ------------- ------------- ----------- -------------------
Federated High Income Bond    2011       3,549          8.62        30,572          8.62        1.40             3.71   
  Sub-Account                 2010       3,566          8.31        29,620          7.89        1.40            13.13   
                              2009       3,582          7.34        26,300          8.35        1.40            50.72   
                              2008      10,612          4.87        51,695         10.07        1.40           (27.03)  
                              2007      18,999          6.68       126,835          7.93        1.40             1.98   
Federated Kaufman Sub-Account 2011      12,138          4.82        58,454          1.12        1.40           (14.47)  
  (Commenced 3/15/2010)       2010      14,184          5.63        79,874            --        1.40            13.09   
Federated Managed             2011       1,824          5.03         9,170          5.07        1.40             3.33   
  Volatility Sub-Account      2010       2,848          4.87        13,858          0.22        1.40             7.87   
  (Commenced 3/15/2010)                                                                                                 
Fidelity VIP Asset Manager    2011   7,353,740 11.75 - 12.28    87,071,337          1.88 0.89 - 1.40   (3.91) - (3.42)  
  Sub-Account                 2010   8,263,984 12.22 - 12.71   101,784,889          1.66 0.89 - 1.40    12.67 - 13.26   
                              2009   9,345,424 10.84 - 11.23   102,112,475          2.38 0.89 - 1.40    27.32 - 27.96   
                              2008  10,322,631   8.51 - 8.77    88,545,973          2.51 0.89 - 1.40 (29.71) - (29.35)  
                              2007  11,728,296 12.10 - 12.42   143,069,941          6.10 0.89 - 1.40    12.69 - 14.48   
Fidelity VIP Contrafund       2011  15,588,853 10.76 - 43.00   388,526,965          1.01 0.89 - 2.25   (4.80) - (3.38)  
  Sub-Account                 2010  15,707,574 11.14 - 44.59   379,741,596          1.25 0.89 - 2.25    14.51 - 16.18   
                              2009  15,955,996  9.59 - 38.44   313,576,644          1.44 0.89 - 2.25    32.65 - 34.50   
                              2008  16,114,037  7.13 - 28.60   222,674,108          1.01 0.89 - 2.25 (43.90) - (43.03)  
                              2007  16,613,759 12.51 - 50.32   377,396,997          0.95 0.89 - 2.25    14.88 - 16.54   
Fidelity VIP Equity-Income    2011     460,289         11.93     5,489,918          2.37        1.40            (0.43)  
  Sub-Account                 2010     530,175         11.98     6,350,751          1.75        1.40            13.56   
                              2009     619,856         10.55     6,538,981          2.24        1.40            28.40   
                              2008     744,861          8.22     6,119,783          2.23        1.40           (43.46)  
                              2007     942,455         14.53    13,694,030          1.64        1.40             0.11   
Fidelity VIP FundsManager     2011 272,464,191   9.48 - 9.54 2,591,601,265          2.00 1.90 - 2.05   (4.01) - (3.87)  
  60% Sub-Account             2010 118,824,451   9.88 - 9.93 1,176,598,687          2.72 1.90 - 2.05    11.32 - 11.49   
  (Commenced 10/15/2009)      2009   4,074,373   8.87 - 8.90    36,215,324          3.35 1.90 - 2.05      0.07 - 0.09   
Fidelity VIP Growth           2011   9,918,387 13.22 - 13.72   131,974,709          0.36 0.89 - 1.40   (1.19) - (0.68)  
  Sub-Account                 2010  10,951,340 13.38 - 13.81   147,385,504          0.28 0.89 - 1.40    22.44 - 23.08   
                              2009  11,893,241 10.93 - 11.22   130,641,959          0.45 0.89 - 1.40    26.51 - 27.14   
                              2008  12,838,680   8.64 - 8.83   111,413,507          0.78 0.89 - 1.40 (47.91) - (47.64)  
                              2007  14,370,091 16.58 - 16.86   239,237,615          0.83 0.89 - 1.40    24.72 - 25.83   
Fidelity VIP Index 500        2011   3,976,112 15.10 - 15.76    60,061,917          1.87 0.89 - 1.35      0.67 - 1.14   
  Sub-Account                 2010   4,565,389 14.90 - 15.58    68,501,202          1.87 0.89 - 1.40    13.42 - 14.00   
                              2009   5,300,313 13.22 - 13.67    70,079,047          2.52 0.89 - 1.35    24.91 - 25.48   
                              2008   6,061,847 10.58 - 10.89    64,164,439          2.01 0.89 - 1.35 (37.85) - (37.56)  
                              2007   7,211,573 17.03 - 17.44   122,812,705          3.57 0.89 - 1.35      4.02 - 4.50   
Fidelity VIP Mid Cap          2011   6,289,465 35.30 - 39.95   237,701,501          0.03 0.95 - 1.90 (12.53) - (11.70)  
  Sub-Account                 2010   4,364,581 40.36 - 45.24   187,246,537          0.14 0.95 - 1.90    26.16 - 27.36   
                              2009   3,075,278 31.99 - 35.52   103,784,411          0.54 0.95 - 1.90    37.12 - 38.43   
                              2008   1,905,032 23.33 - 25.66    46,484,098          0.26 0.95 - 1.90 (40.75) - (40.18)  
                              2007     997,653 39.38 - 42.90    40,496,316          0.51 0.95 - 1.90    13.16 - 14.24   

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METLIFE INVESTORS USA SEPARATE ACCOUNT A                                        
OF METLIFE INVESTORS USA INSURANCE COMPANY                                      
NOTES TO THE FINANCIAL STATEMENTS -- (CONTINUED)                                

8. FINANCIAL HIGHLIGHTS -- (CONTINUED)                                          

                                                        [Enlarge/Download Table]
                                                                                                                         
                                                                                                                         
                                              AS OF DECEMBER 31                         FOR THE YEAR ENDED DECEMBER 31   
                                    --------------------------------------- ---------------------------------------------
                                                                                           EXPENSE(2)         TOTAL(3)   
                                                     UNIT VALUE             INVESTMENT(1)       RATIO           RETURN   
                                                      LOWEST TO         NET        INCOME   LOWEST TO        LOWEST TO   
                                        UNITS       HIGHEST ($)  ASSETS ($)     RATIO (%) HIGHEST (%)      HIGHEST (%)   
                                    --------- ----------------- ----------- ------------- ----------- -------------------
Fidelity VIP Money Market      2011 8,001,050      7.23 - 11.14  73,068,632          0.09 0.89 - 2.05   (1.94) - (0.77)  
  Sub-Account                  2010 7,492,405      7.33 - 11.34  67,343,833          0.17 0.89 - 2.05   (1.82) - (0.65)  
                               2009 6,126,543      7.41 - 11.53  50,572,988          0.71 0.89 - 2.05   (0.68) - (0.17)  
                               2008 5,530,761       7.46 - 8.02  41,701,796          2.97 0.89 - 1.40      1.58 - 2.11   
                               2007 5,148,515       7.35 - 7.86  38,182,657          5.08 0.89 - 1.40      3.69 - 4.22   
Fidelity VIP Overseas          2011   540,072       8.06 - 9.24   4,664,192          1.35 1.15 - 1.40 (18.32) - (18.12)  
  Sub-Account                  2010   593,728      9.85 - 11.30   6,266,276          1.39 1.15 - 1.40    11.54 - 11.82   
                               2009   663,667      8.81 - 10.11   6,282,775          2.17 1.15 - 1.40    24.78 - 25.09   
                               2008   713,199       7.04 - 8.09   5,413,449          2.46 1.15 - 1.40 (44.59) - (44.45)  
                               2007   826,076     12.67 - 14.58  11,327,734          3.29 1.15 - 1.40    15.67 - 15.96   
FTVIPT Franklin Income         2011 4,290,472     39.61 - 53.36 206,611,149          5.75 0.95 - 2.25      0.11 - 1.42   
  Securities Sub-Account       2010 3,722,732     39.56 - 52.61 176,548,647          6.60 0.95 - 2.25    10.17 - 11.61   
                               2009 3,157,996     35.91 - 47.14 134,091,525          8.01 0.95 - 2.25    32.58 - 34.31   
                               2008 2,613,572     27.09 - 35.10  82,449,457          5.48 0.95 - 2.25 (31.23) - (30.32)  
                               2007 1,974,360     39.38 - 50.37  88,519,218          3.16 0.95 - 2.25      1.44 - 2.77   
FTVIPT Franklin Small Cap      2011 5,710,847       8.71 - 9.04  50,705,697          0.66 0.95 - 1.75   (5.43) - (4.67)  
  Value Securities Sub-Account 2010 3,178,430       9.21 - 9.48  29,718,643          0.73 0.95 - 1.75    26.00 - 27.01   
  (Commenced 6/1/2007)         2009 1,787,114       7.31 - 7.46  13,205,263          1.66 0.95 - 1.75    26.91 - 27.94   
                               2008   856,253       5.76 - 5.83   4,965,586          1.04 0.95 - 1.75 (34.18) - (33.65)  
                               2007   251,664       8.75 - 8.79   2,208,487            -- 0.95 - 1.75  (14.60) - (3.45)  
FTVIPT Mutual Shares           2011 5,952,328     18.51 - 21.38 118,532,870          2.42 0.95 - 1.90   (2.90) - (1.98)  
  Securities Sub-Account       2010 5,431,435     19.07 - 21.81 110,507,146          1.62 0.95 - 1.90     9.10 - 10.14   
                               2009 4,784,657     17.47 - 19.80  88,554,450          2.02 0.95 - 1.90    23.67 - 24.86   
                               2008 3,944,854     14.13 - 15.86  58,571,142          3.27 0.95 - 1.90 (38.30) - (37.71)  
                               2007 3,006,411     22.90 - 25.46  71,392,728          1.37 0.95 - 1.90      1.52 - 2.50   
FTVIPT Templeton Foreign       2011 2,720,421     11.59 - 27.19  69,009,193          1.71 1.55 - 2.30 (12.66) - (12.00)  
  Securities Sub-Account       2010 2,782,005     13.20 - 30.95  79,683,759          1.88 1.55 - 2.30      5.94 - 6.74   
                               2009 2,655,441     12.40 - 29.04  70,515,555          3.05 1.55 - 2.30    33.93 - 34.94   
                               2008 2,485,260      9.21 - 21.55  48,551,609          2.33 1.55 - 2.30 (41.74) - (41.30)  
                               2007 1,778,828     15.73 - 36.77  56,498,732          1.81 1.55 - 2.30    12.82 - 13.67   
FTVIPT Templeton Global        2011 8,104,261     16.36 - 18.15 139,986,041          5.46 0.95 - 1.75   (2.58) - (1.81)  
  Bond Securities Sub-Account  2010 4,997,591     16.79 - 18.48  88,294,177          1.36 0.95 - 1.75    12.46 - 13.36   
  (Commenced 6/1/2007)         2009 2,853,081     14.93 - 16.31  44,636,060         14.21 0.95 - 1.75    16.62 - 17.56   
                               2008 1,462,599     12.80 - 13.87  19,575,877          3.50 0.95 - 1.75      4.36 - 5.20   
                               2007   318,925     12.27 - 13.18   4,080,871          0.01 0.95 - 1.75      3.66 - 9.78   
Invesco V.I. Capital           2011    25,848              3.91     101,083          0.16        1.40            (9.17)  
  Appreciation Sub-Account     2010    33,129              4.31     142,665          0.73        1.40            13.89   
                               2009    41,631              3.78     157,420          0.62        1.40            19.39   
                               2008    50,723              3.17     160,644            --        1.40           (43.30)  
                               2007    77,611              5.59     433,487            --        1.40            10.45   
Invesco V.I. Core Equity       2011    63,191              4.38     276,761          0.92        1.40            (1.44)  
  Sub-Account                  2010    88,640              4.44     393,933          0.95        1.40             8.02   
                               2009    99,143              4.11     407,845          1.76        1.40            26.51   
                               2008   120,534              3.25     391,928          1.79        1.40           (31.12)  
                               2007   181,999              4.72     859,118          0.99        1.40             6.61   

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METLIFE INVESTORS USA SEPARATE ACCOUNT A                                        
OF METLIFE INVESTORS USA INSURANCE COMPANY                                      
NOTES TO THE FINANCIAL STATEMENTS -- (CONTINUED)                                

8. FINANCIAL HIGHLIGHTS -- (CONTINUED)                                          

                                                        [Enlarge/Download Table]
                                                                                                                        
                                                                                                                        
                                             AS OF DECEMBER 31                         FOR THE YEAR ENDED DECEMBER 31   
                                  ---------------------------------------- ---------------------------------------------
                                                                                          EXPENSE(2)         TOTAL(3)   
                                                    UNIT VALUE             INVESTMENT(1)       RATIO           RETURN   
                                                     LOWEST TO         NET        INCOME   LOWEST TO        LOWEST TO   
                                       UNITS       HIGHEST ($)  ASSETS ($)     RATIO (%) HIGHEST (%)      HIGHEST (%)   
                                  ---------- ----------------- ----------- ------------- ----------- -------------------
Invesco V.I. Global Real     2011  1,863,096       7.08 - 7.38  13,467,264          4.22 0.95 - 1.75   (8.34) - (7.62)  
  Estate Sub-Account         2010  1,148,943       7.73 - 7.98   9,028,134          5.55 0.95 - 1.75    15.19 - 16.13   
  (Commenced 6/1/2007)       2009    704,385       6.71 - 6.88   4,786,308            -- 0.95 - 1.75    28.83 - 29.86   
                             2008    449,308       5.21 - 5.29   2,360,062          9.45 0.95 - 1.75 (45.68) - (45.25)  
                             2007    156,912       9.58 - 9.67   1,510,684          9.59 0.95 - 1.75  (13.59) - (6.80)  
Invesco V.I. International   2011  6,481,068      6.86 - 25.68 154,099,050          1.06 0.95 - 1.75   (8.60) - (7.87)  
  Growth Sub-Account         2010  4,327,573      7.46 - 27.87 111,888,065          2.01 0.95 - 1.75    10.66 - 11.55   
                             2009  2,818,925      6.70 - 24.98  65,315,391          1.74 0.95 - 1.75    32.57 - 33.63   
                             2008  1,618,515      5.02 - 18.70  27,961,110          0.80 0.95 - 1.75 (41.56) - (41.09)  
                             2007    445,944      8.54 - 31.74  11,954,057          1.05 0.95 - 1.75     0.37 - 13.15   
Invesco V.I. Van Kampen      2011     18,874              4.77      90,033            --        1.40            (7.49)  
  Capital Growth Sub-Account 2010     25,363              5.16     130,764            --        1.40            18.18   
                             2009     26,829              4.36     117,046          0.11        1.40            63.78   
                             2008     33,379              2.66      88,923          0.55        1.40           (49.70)  
                             2007  1,659,770       5.28 - 5.59   9,156,031            -- 1.50 - 2.30    13.98 - 15.33   
Invesco V.I. Van Kampen      2011 27,370,136      4.44 - 15.75 414,357,262          1.69 0.95 - 1.90   (8.77) - (2.23)  
  Equity and Income          2010 22,199,448     14.98 - 16.11 345,124,808          1.92 0.95 - 1.90     9.92 - 10.97   
  Sub-Account                2009 17,747,381     13.63 - 14.52 249,400,082          2.82 0.95 - 1.90    20.19 - 21.33   
                             2008 13,625,412     11.34 - 11.97 158,238,412          2.44 0.95 - 1.90 (24.14) - (23.41)  
                             2007 10,934,412     14.95 - 15.63 166,104,798          2.06 0.95 - 1.90      1.41 - 2.38   
Invesco V.I. Van Kampen      2011 11,777,382      6.40 - 24.26 206,338,231          1.13 0.95 - 1.90   (4.10) - (3.18)  
  Growth and Income          2010  9,061,763      6.63 - 25.06 160,437,278          0.09 0.95 - 1.90    10.09 - 11.13   
  Sub-Account                2009  6,896,039      5.97 - 22.55 107,604,807          3.60 0.95 - 1.90    21.78 - 22.94   
                             2008  4,699,178      4.87 - 18.34  57,517,543          1.50 0.95 - 1.90 (33.49) - (32.85)  
                             2007  3,069,791      7.27 - 27.31  49,067,204          1.01 0.95 - 1.90      0.58 - 1.55   
Invesco V.I. Van Kampen Mid  2011  4,490,470     10.26 - 10.68  47,014,117          0.72 0.95 - 1.75   (0.92) - (0.12)  
  Cap Value Sub-Account      2010  2,673,648     10.35 - 10.70  28,139,044          0.80 0.95 - 1.75    20.06 - 21.03   
  (Commenced 6/1/2007)       2009  1,763,519       8.62 - 8.84  15,401,650          1.18 0.95 - 1.75    36.75 - 37.84   
                             2008  1,130,852       6.31 - 6.41   7,194,408          0.78 0.95 - 1.75 (42.44) - (41.98)  
                             2007    257,428     10.95 - 11.05   2,833,669          0.17 0.95 - 1.75   (6.13) - (6.63)  
Janus Aspen Worldwide        2011        769              6.17       4,750          0.58        0.89           (14.50)  
  Sub-Account                2010        901              7.22       6,506          0.61        0.89            14.80   
                             2009        999              6.29       6,285          1.43        0.89            36.49   
                             2008      1,089              4.61       5,018          1.21        0.89           (45.15)  
                             2007      1,182              8.40       9,932          0.76        0.89             8.65   
LMPVET ClearBridge Variable  2011 11,855,614      8.94 - 15.09 160,839,221          0.20 0.95 - 2.30      0.15 - 1.50   
  Aggressive Growth          2010 11,742,971      8.92 - 14.87 156,471,918          0.15 0.95 - 2.30    22.17 - 23.83   
  Sub-Account                2009 11,503,827      7.29 - 12.01 123,705,924            -- 0.95 - 2.30    31.51 - 33.30   
                             2008 10,751,677       7.58 - 9.01  86,704,540            -- 0.95 - 2.30 (41.77) - (40.97)  
                             2007  9,406,900     13.02 - 15.26 127,959,661            -- 0.95 - 2.30    (0.82) - 0.54   
LMPVET ClearBridge Variable  2011  7,021,537     26.94 - 34.98 224,680,370          1.77 0.95 - 2.30      0.28 - 1.64   
  Appreciation Sub-Account   2010  5,515,253     26.87 - 34.42 173,626,503          1.83 0.95 - 2.30    10.07 - 11.56   
                             2009  4,134,838     24.41 - 30.85 116,657,409          2.45 0.95 - 2.30    19.34 - 20.96   
                             2008  3,070,482     11.00 - 25.50  70,122,225          1.44 0.95 - 2.30 (31.05) - (29.98)  
                             2007  2,591,844     15.95 - 36.42  83,497,462          1.37 0.95 - 2.30      1.22 - 7.39   

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METLIFE INVESTORS USA SEPARATE ACCOUNT A                                        
OF METLIFE INVESTORS USA INSURANCE COMPANY                                      
NOTES TO THE FINANCIAL STATEMENTS -- (CONTINUED)                                

8. FINANCIAL HIGHLIGHTS -- (CONTINUED)                                          

                                                        [Enlarge/Download Table]
                                                                                                                        
                                                                                                                        
                                             AS OF DECEMBER 31                         FOR THE YEAR ENDED DECEMBER 31   
                                   --------------------------------------- ---------------------------------------------
                                                                                          EXPENSE(2)         TOTAL(3)   
                                                    UNIT VALUE             INVESTMENT(1)       RATIO           RETURN   
                                                     LOWEST TO         NET        INCOME   LOWEST TO        LOWEST TO   
                                       UNITS       HIGHEST ($)  ASSETS ($)     RATIO (%) HIGHEST (%)      HIGHEST (%)   
                                   --------- ----------------- ----------- ------------- ----------- -------------------
LMPVET ClearBridge Variable   2011 8,013,455      9.06 - 14.28 103,322,855          3.39 0.95 - 2.30    (2.15) - 6.69   
  Equity Income Builder       2010 6,778,039     10.29 - 13.39  81,006,913          4.09 0.95 - 1.90    10.01 - 11.06   
  Sub-Account                 2009 6,144,958      9.34 - 12.06  64,946,351          3.37 0.95 - 1.90    20.32 - 21.47   
                              2008 5,136,303       7.74 - 9.92  43,322,014          1.13 0.95 - 1.90 (36.25) - (35.58)  
                              2007 4,737,273     12.15 - 15.28  59,957,587          1.99 1.10 - 1.90      0.27 - 5.14   
LMPVET ClearBridge Variable   2011 3,213,146     25.64 - 32.59  95,718,136          1.41 0.95 - 2.30   (8.32) - (7.08)  
  Fundamental All Cap Value   2010 3,100,875     27.97 - 35.07  99,528,233          1.79 0.95 - 2.30    13.96 - 15.50   
  Sub-Account                 2009 2,989,079     24.54 - 30.36  83,258,408          1.44 0.95 - 2.30    26.41 - 28.14   
                              2008 2,724,852     19.41 - 23.70  59,326,416          1.83 0.95 - 2.30 (38.03) - (37.18)  
                              2007 2,440,021     31.33 - 37.72  84,463,307          1.55 0.95 - 2.30   (1.05) - (0.31)  
LMPVET ClearBridge Variable   2011   363,040     11.99 - 13.38   4,673,796          0.42 1.50 - 2.30   (2.91) - (2.12)  
  Large Cap Growth            2010   459,350     12.35 - 13.67   6,065,533          0.11 1.50 - 2.30      7.34 - 8.19   
  Sub-Account                 2009   557,417     11.50 - 12.63   6,818,703          0.27 1.50 - 2.30    39.14 - 40.27   
                              2008   629,993       8.27 - 9.01   5,503,740          0.26 1.50 - 2.30 (38.72) - (38.23)  
                              2007   699,543     13.49 - 14.58   9,921,012          0.05 1.50 - 2.30      2.90 - 3.73   
LMPVET ClearBridge Variable   2011   265,335     13.42 - 15.00   3,836,359          2.82 1.50 - 2.30      2.57 - 3.39   
  Large Cap Value Sub-Account 2010   194,899     13.09 - 14.51   2,729,796          3.02 1.50 - 2.30      6.98 - 7.83   
                              2009   196,692     12.23 - 13.45   2,559,454          1.95 1.50 - 2.30    21.66 - 22.65   
                              2008   188,889     10.05 - 10.97   2,012,063          1.09 1.50 - 2.30 (37.09) - (36.59)  
                              2007   279,645     15.98 - 17.30   4,699,165          1.52 1.50 - 2.30      1.53 - 2.35   
LMPVET ClearBridge Variable   2011 2,686,955     13.50 - 18.35  42,564,777            -- 0.95 - 2.30    (0.91) - 0.43   
  Small Cap Growth            2010 2,149,625     13.62 - 18.28  33,662,804            -- 0.95 - 2.30    22.34 - 24.00   
  Sub-Account                 2009 1,757,714     11.13 - 14.74  21,966,842            -- 0.95 - 2.30    39.53 - 41.42   
                              2008 1,214,861      7.98 - 10.42  10,577,679            -- 0.95 - 2.30 (42.06) - (41.27)  
                              2007   754,675     13.77 - 17.53  10,904,358            -- 1.10 - 2.30      7.50 - 8.80   
LMPVET Investment Counsel     2011    17,377     27.28 - 29.51     501,373          1.20 1.50 - 1.90   (1.89) - (1.51)  
  Variable Social Awareness   2010    17,424     27.81 - 29.97     510,680          1.24 1.50 - 1.90    10.04 - 10.48   
  Sub-Account                 2009    19,412     25.28 - 27.12     515,712          1.43 1.50 - 1.90    20.53 - 21.01   
                              2008    25,775     20.97 - 22.41     567,901          2.05 1.50 - 1.90 (26.61) - (26.32)  
                              2007    19,022     28.57 - 30.42     565,965          1.84 1.50 - 1.90      8.80 - 9.24   
LMPVET Variable Lifestyle     2011 1,414,982     15.93 - 17.95  24,265,695          3.19 1.10 - 1.90    (0.73) - 0.07   
  Allocation 50% Sub-Account  2010   769,522     16.05 - 17.94  13,086,823          4.10 1.10 - 1.90     6.21 - 12.65   
                              2009   487,451     14.30 - 15.06   7,231,568          5.06 1.50 - 1.90    29.83 - 30.35   
                              2008   567,873     11.02 - 11.55   6,471,351          3.50 1.50 - 1.90 (28.71) - (28.42)  
                              2007   590,437     15.45 - 16.14   9,409,255          5.14 1.50 - 1.90      1.26 - 1.67   
LMPVET Variable Lifestyle     2011   219,583     13.47 - 14.30   3,086,943          1.88 1.50 - 1.90   (2.45) - (2.06)  
  Allocation 70% Sub-Account  2010   236,121     13.81 - 14.60   3,395,287          2.04 1.50 - 1.90    12.84 - 13.30   
                              2009   271,548     12.24 - 12.89   3,447,350          3.60 1.50 - 1.90    30.41 - 30.93   
                              2008   280,357       9.39 - 9.84   2,719,047          2.51 1.50 - 1.90 (34.04) - (33.77)  
                              2007   250,067     14.23 - 14.86   3,668,950          4.65 1.50 - 1.90      1.87 - 2.28   
LMPVET Variable Lifestyle     2011 4,732,454     12.85 - 14.81  65,879,472          1.55 0.95 - 1.90   (4.15) - (3.23)  
  Allocation 85% Sub-Account  2010 4,289,092     13.41 - 15.30  62,035,149          1.73 0.95 - 1.90    13.52 - 14.60   
                              2009 3,756,486     11.81 - 13.35  47,576,561          2.64 0.95 - 1.90    29.99 - 31.22   
                              2008 2,668,230      9.09 - 10.18  25,875,933          2.50 0.95 - 1.90 (38.60) - (38.01)  
                              2007 1,057,927     14.80 - 16.41  16,581,727          5.12 0.95 - 1.90      1.41 - 2.38   

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METLIFE INVESTORS USA SEPARATE ACCOUNT A                                        
OF METLIFE INVESTORS USA INSURANCE COMPANY                                      
NOTES TO THE FINANCIAL STATEMENTS -- (CONTINUED)                                

8. FINANCIAL HIGHLIGHTS -- (CONTINUED)                                          

                                                        [Enlarge/Download Table]
                                                                                                                        
                                                                                                                        
                                                         AS OF DECEMBER 31             FOR THE YEAR ENDED DECEMBER 31   
                                   --------------------------------------- ---------------------------------------------
                                                                                          EXPENSE(2)         TOTAL(3)   
                                                  UNIT VALUE               INVESTMENT(1)       RATIO           RETURN   
                                                   LOWEST TO           NET        INCOME   LOWEST TO        LOWEST TO   
                                         UNITS   HIGHEST ($)    ASSETS ($)     RATIO (%) HIGHEST (%)      HIGHEST (%)   
                                   ----------- ------------- ------------- ------------- ----------- -------------------
LMPVIT Western Asset Variable 2011   3,594,817 17.34 - 20.85    69,717,903          8.38 0.95 - 2.30    (0.59) - 0.75   
  Global High Yield Bond      2010   3,170,899 17.44 - 20.70    61,092,507          9.47 0.95 - 2.30    12.31 - 13.83   
  Sub-Account                 2009   2,845,850 15.53 - 18.18    48,249,580         11.34 0.95 - 2.30    52.02 - 54.08   
                              2008   2,664,258 10.21 - 11.80    29,373,023         11.01 0.95 - 2.30 (32.40) - (31.48)  
                              2007   2,527,054 15.11 - 16.97    40,738,484          9.95 1.10 - 2.30   (2.35) - (1.17)  
MFS VIT Investors Trust       2011       7,050          4.82        33,994          0.90        1.40            (3.54)  
  Sub-Account                 2010       8,683          5.00        43,404          1.30        1.40             9.56   
                              2009      11,563          4.56        52,758          1.77        1.40            25.15   
                              2008      13,271          3.65        48,391          0.96        1.40           (34.01)  
                              2007      23,909          5.53       132,122          0.85        1.40             8.76   
MFS VIT New Discovery         2011       4,939          8.38        41,374            --        1.40           (11.51)  
  Sub-Account                 2010       4,951          9.47        46,865            --        1.40            34.44   
                              2009       6,461          7.04        45,491            --        1.40            60.90   
                              2008      10,205          4.38        44,654            --        1.40           (40.18)  
                              2007      13,583          7.31        99,354            --        1.40             1.08   
MFS VIT Research Sub-Account  2011       8,675          5.20        45,142          0.72        1.40            (1.83)  
                              2010      21,202          5.30       112,388          0.92        1.40            14.29   
                              2009      23,944          4.64       111,057          1.44        1.40            28.73   
                              2008      26,232          3.60        94,515          0.58        1.40           (36.98)  
                              2007      34,862          5.72       199,317          0.70        1.40            11.62   
MIST AllianceBernstein Global 2011 168,434,681   9.68 - 9.75 1,639,379,077          0.87 1.15 - 2.25   (3.18) - (2.47)  
  Dynamic Allocation                                                                                                    
  Sub-Account                                                                                                           
  (Commenced 5/2/2011)                                                                                                  
MIST American Funds Balanced  2011 306,967,734   9.22 - 9.69 2,914,777,188          1.26 1.00 - 2.35   (4.39) - (3.10)  
  Allocation Sub-Account      2010 251,644,506  9.64 - 10.00 2,478,289,324          1.01 1.00 - 2.35     9.55 - 11.05   
  (Commenced 4/28/2008)       2009 147,529,141   8.80 - 9.00 1,315,175,709            -- 1.00 - 2.35    20.40 - 27.85   
                              2008  47,541,825   6.97 - 7.02   332,865,017          6.67 1.15 - 2.35 (30.39) - (29.82)  
MIST American Funds Bond      2011  32,528,572 10.43 - 10.84   349,346,240          2.09 1.30 - 2.35      3.34 - 4.42   
  Sub-Account                 2010  26,655,400 10.10 - 10.38   274,791,792          1.64 1.30 - 2.35      3.63 - 4.73   
  (Commenced 4/28/2008)       2009  14,305,838   9.74 - 9.92   141,146,685            -- 1.30 - 2.35     9.52 - 10.67   
                              2008   3,151,521   8.89 - 8.96    28,171,025          9.47 1.30 - 2.35 (11.39) - (10.76)  
MIST American Funds Growth    2011 159,224,115   8.53 - 8.92 1,398,390,722          1.10 1.15 - 2.35   (6.95) - (5.82)  
  Allocation Sub-Account      2010 155,386,301   9.17 - 9.47 1,454,861,016          0.89 1.15 - 2.35    10.86 - 12.18   
  (Commenced 4/28/2008)       2009 139,002,030   8.27 - 8.44 1,164,848,803            -- 1.15 - 2.35    30.93 - 32.51   
                              2008  74,827,606   6.32 - 6.37   475,226,821          6.95 1.15 - 2.35 (36.80) - (36.28)  
MIST American Funds Growth    2011  64,256,598   8.36 - 8.69   553,292,806          0.35 1.30 - 2.35   (6.81) - (5.83)  
  Sub-Account                 2010  52,406,611   8.97 - 9.23   480,253,525          0.20 1.30 - 2.35    15.57 - 16.79   
  (Commenced 4/28/2008)       2009  30,278,080   7.76 - 7.90   238,097,827            -- 1.30 - 2.35    35.67 - 37.09   
                              2008   9,556,758   5.72 - 5.76    54,966,248          7.34 1.30 - 2.35 (42.71) - (42.30)  
MIST American Funds           2011  39,355,385   7.35 - 7.61   296,765,073          1.44 1.30 - 2.25 (16.18) - (15.38)  
  International Sub-Account   2010  33,804,542   8.75 - 9.00   301,922,149          0.76 1.30 - 2.35      4.42 - 5.51   
  (Commenced 4/28/2008)       2009  19,914,429   8.38 - 8.53   168,980,812            -- 1.30 - 2.35    39.25 - 40.72   
                              2008   7,576,246   6.02 - 6.06    45,810,468         11.18 1.30 - 2.20 (40.31) - (39.94)  

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METLIFE INVESTORS USA SEPARATE ACCOUNT A                                        
OF METLIFE INVESTORS USA INSURANCE COMPANY                                      
NOTES TO THE FINANCIAL STATEMENTS -- (CONTINUED)                                

8. FINANCIAL HIGHLIGHTS -- (CONTINUED)                                          

                                                        [Enlarge/Download Table]
                                                                                                                         
                                                                                                                         
                                                          AS OF DECEMBER 31             FOR THE YEAR ENDED DECEMBER 31   
                                    --------------------------------------- ---------------------------------------------
                                                                                           EXPENSE(2)         TOTAL(3)   
                                                   UNIT VALUE               INVESTMENT(1)       RATIO           RETURN   
                                                    LOWEST TO           NET        INCOME   LOWEST TO        LOWEST TO   
                                          UNITS   HIGHEST ($)    ASSETS ($)     RATIO (%) HIGHEST (%)      HIGHEST (%)   
                                    ----------- ------------- ------------- ------------- ----------- -------------------
MIST American Funds Moderate   2011 168,982,398  9.67 - 10.16 1,683,464,896          1.54 1.00 - 2.35   (2.14) - (0.81)  
  Allocation Sub-Account       2010 143,876,667  9.88 - 10.25 1,452,175,003          1.41 1.00 - 2.35      7.36 - 8.82   
  (Commenced 4/28/2008)        2009  89,994,728   9.20 - 9.42   839,089,528            -- 1.00 - 2.35    15.69 - 21.98   
                               2008  29,162,701   7.64 - 7.70   223,820,453          6.96 1.15 - 2.35 (23.78) - (23.16)  
MIST AQR Global Risk           2011 179,038,392 10.54 - 10.62 1,898,124,083          3.00 1.15 - 2.25      1.94 - 2.70   
  Balanced Sub-Account                                                                                                   
  (Commenced 5/2/2011)                                                                                                   
MIST BlackRock Global Tactical 2011 297,189,715   9.51 - 9.58 2,842,712,285          1.37 1.15 - 2.25   (4.84) - (4.14)  
  Strategies Sub-Account                                                                                                 
  (Commenced 5/2/2011)                                                                                                   
MIST BlackRock High Yield      2011  10,891,616 12.03 - 21.28   221,624,841          6.52 1.20 - 2.35    (0.03) - 1.12   
  Sub-Account                  2010   9,034,810 11.92 - 21.07   182,367,303          5.88 1.20 - 2.35     5.99 - 14.28   
                               2009   5,656,394 16.02 - 18.43   100,278,538          3.54 1.30 - 2.35    43.24 - 44.75   
                               2008   1,114,960 11.47 - 12.73    13,709,683          5.00 1.30 - 2.30 (25.93) - (25.14)  
                               2007     450,432 15.68 - 16.78     7,452,180          8.47 1.70 - 2.30      0.35 - 0.96   
MIST BlackRock Large Cap       2011   1,414,721   8.42 - 9.34    12,849,849          0.92 1.55 - 2.30   (2.06) - (1.33)  
  Core Sub-Account             2010   1,044,239   8.60 - 9.47     9,613,588          1.06 1.55 - 2.30    10.01 - 10.85   
                               2009     613,169   7.82 - 8.54     5,078,728          1.34 1.55 - 2.30    16.49 - 17.35   
                               2008     508,491   6.71 - 7.28     3,599,088          0.57 1.55 - 2.30 (38.73) - (38.27)  
                               2007     390,444 10.96 - 11.80     4,467,216          0.64 1.55 - 2.30      0.28 - 4.87   
MIST Clarion Global Real       2011  11,304,866 12.34 - 13.38   147,447,056          3.80 1.30 - 2.35   (7.78) - (6.80)  
  Estate Sub-Account           2010   9,934,760 13.39 - 14.36   139,330,754          7.76 1.30 - 2.35    13.41 - 14.61   
                               2009   7,999,282 11.80 - 12.53    98,120,895          3.11 1.30 - 2.35    31.61 - 33.00   
                               2008   6,912,531   8.97 - 9.42    63,965,106          1.66 1.30 - 2.35 (43.03) - (42.43)  
                               2007   6,238,930 15.74 - 16.36   100,668,094          0.98 1.30 - 2.35 (16.99) - (16.11)  
MIST Dreman Small Cap Value    2011   1,650,824 12.42 - 13.17    21,224,281          1.69 1.20 - 2.30 (12.17) - (11.43)  
  Sub-Account                  2010   1,677,961 14.14 - 14.87    24,426,974          0.82 1.20 - 2.30    16.82 - 17.83   
                               2009   1,579,618 12.10 - 12.62    19,575,088          0.88 1.20 - 2.30    26.15 - 27.24   
                               2008   1,254,915   9.59 - 9.92    12,261,677          0.72 1.20 - 2.30 (26.93) - (21.55)  
                               2007     865,483 13.13 - 13.40    11,511,054            -- 1.55 - 2.30   (3.24) - (2.50)  
MIST Goldman Sachs Mid Cap     2011   9,263,271 13.34 - 14.45   130,696,272          0.48 1.30 - 2.35   (8.46) - (7.50)  
  Value Sub-Account            2010   7,332,195 14.57 - 15.63   112,015,664          0.92 1.30 - 2.35    21.35 - 22.63   
                               2009   6,218,018 12.01 - 12.74    77,628,353          1.25 1.30 - 2.35    29.24 - 30.59   
                               2008   7,184,822   9.29 - 9.76    68,935,462          0.79 1.30 - 2.35 (37.57) - (36.90)  
                               2007   9,178,387 14.88 - 15.47   140,073,719          0.49 1.30 - 2.35      0.69 - 1.76   
MIST Harris Oakmark            2011  28,033,038 14.49 - 17.04   461,860,538            -- 1.30 - 2.35 (16.24) - (15.36)  
  International Sub-Account    2010  23,589,953 17.23 - 20.14   459,739,197          1.82 1.30 - 2.35    13.71 - 14.92   
                               2009  18,176,767 15.11 - 17.52   309,481,262          7.66 1.30 - 2.35    43.46 - 53.06   
                               2008  16,938,263 10.69 - 11.45   189,181,455          1.67 1.30 - 2.35 (42.26) - (41.65)  
                               2007  20,013,713 18.49 - 19.62   384,273,575          0.80 1.30 - 2.35   (3.43) - (2.40)  
MIST Invesco Small Cap         2011  13,942,780 14.22 - 16.69   212,672,795            -- 0.89 - 2.35   (3.37) - (1.73)  
  Growth Sub-Account           2010  11,943,258 14.70 - 16.99   186,610,558            -- 0.89 - 2.35    23.26 - 25.35   
                               2009  11,180,366 11.92 - 13.55   140,473,926            -- 0.89 - 2.35    30.70 - 33.03   
                               2008  10,535,898  9.11 - 10.19   100,447,225            -- 0.89 - 2.35 (40.16) - (39.15)  
                               2007  11,452,863 15.20 - 16.74   181,044,517            -- 0.89 - 2.35     8.48 - 10.41   


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METLIFE INVESTORS USA SEPARATE ACCOUNT A                                        
OF METLIFE INVESTORS USA INSURANCE COMPANY                                      
NOTES TO THE FINANCIAL STATEMENTS -- (CONTINUED)                                

8. FINANCIAL HIGHLIGHTS -- (CONTINUED)                                          

                                                        [Enlarge/Download Table]
                                                                                                                        
                                                                                                                        
                                             AS OF DECEMBER 31                         FOR THE YEAR ENDED DECEMBER 31   
                                  ---------------------------------------- ---------------------------------------------
                                                                                          EXPENSE(2)         TOTAL(3)   
                                                    UNIT VALUE             INVESTMENT(1)       RATIO           RETURN   
                                                     LOWEST TO         NET        INCOME   LOWEST TO        LOWEST TO   
                                       UNITS       HIGHEST ($)  ASSETS ($)     RATIO (%) HIGHEST (%)      HIGHEST (%)   
                                  ---------- ----------------- ----------- ------------- ----------- -------------------
MIST Janus Forty Sub-Account 2011    543,584    96.27 - 146.05  68,769,080          1.69 1.30 - 2.35   (9.69) - (8.74)  
                             2010    397,905   106.29 - 160.04  53,356,686          1.30 1.30 - 2.35      3.20 - 8.00   
                             2009    192,470    99.16 - 121.06  21,865,637            -- 1.55 - 2.30    39.96 - 41.01   
                             2008    143,074     70.85 - 85.85  11,490,581          4.86 1.55 - 2.30 (43.18) - (42.75)  
                             2007     62,044   124.70 - 149.97   8,715,091          0.08 1.55 - 2.30    27.48 - 28.45   
MIST Lazard Mid Cap          2011  9,231,569     13.28 - 14.86 131,200,067          0.72 1.20 - 2.35   (7.47) - (6.40)  
  Sub-Account                2010  8,873,534     14.35 - 15.88 135,205,406          0.86 1.20 - 2.35    20.00 - 21.40   
                             2009  8,013,598     11.95 - 13.08 100,906,992          1.16 1.20 - 2.35    33.58 - 35.13   
                             2008  7,502,381       8.94 - 9.61  70,201,744          0.96 1.30 - 2.35 (39.74) - (39.10)  
                             2007  7,858,992     14.83 - 15.78 121,255,292          0.34 1.30 - 2.35   (4.98) - (3.97)  
MIST Legg Mason ClearBridge  2011 35,764,496       6.45 - 7.78 265,479,062            -- 0.95 - 2.35    (9.34) - 1.91   
  Aggressive Growth          2010 13,863,499       6.97 - 7.63 102,505,758            -- 1.30 - 2.35    20.92 - 22.20   
  Sub-Account                2009 12,110,468       5.76 - 6.24  73,409,292            -- 1.30 - 2.35    29.87 - 31.23   
                             2008 12,239,079       4.43 - 4.76  56,694,512            -- 1.30 - 2.35 (40.47) - (39.84)  
                             2007 13,488,538       7.44 - 7.91 104,186,821            -- 1.30 - 2.35    (0.12) - 0.94   
MIST Loomis Sayles Global    2011 13,161,956     12.01 - 12.74 165,018,207          2.32 1.30 - 2.35   (3.77) - (2.75)  
  Markets Sub-Account        2010 10,620,691     12.48 - 13.10 137,171,845          2.99 1.30 - 2.35    19.18 - 20.43   
                             2009  7,198,911     10.47 - 10.88  77,383,467          1.95 1.30 - 2.35    37.54 - 39.00   
                             2008  5,848,580       7.61 - 7.83  45,350,255          4.63 1.30 - 2.35 (40.68) - (40.05)  
                             2007  4,274,323     12.83 - 13.06  55,474,222            -- 1.30 - 2.35    24.87 - 26.19   
MIST Lord Abbett Bond        2011 10,848,076      8.39 - 26.88 255,107,548          5.92 0.89 - 2.35      2.04 - 3.90   
  Debenture Sub-Account      2010 11,708,304      8.12 - 25.87 267,920,695          6.21 0.89 - 2.35    10.34 - 12.18   
                             2009 11,953,991      7.27 - 23.06 245,913,998          7.17 0.89 - 2.35    33.60 - 35.91   
                             2008 11,669,031      5.38 - 16.97 178,177,257          4.35 0.89 - 2.35 (20.50) - (19.12)  
                             2007 15,162,946      6.68 - 20.98 288,948,614          5.32 0.89 - 2.35      4.06 - 5.90   
MIST Lord Abbett Mid Cap     2011  5,366,862     21.23 - 24.69 127,004,689          0.51 1.30 - 2.35   (5.93) - (4.94)  
  Value Sub-Account          2010  4,351,943     22.57 - 25.97 108,323,379          0.55 1.30 - 2.35    22.62 - 23.91   
                             2009  3,034,782     18.41 - 20.96  60,902,685          1.74 1.30 - 2.35    23.59 - 24.90   
                             2008  1,489,703     14.89 - 16.78  23,899,560          0.41 1.30 - 2.35 (40.20) - (39.57)  
                             2007    609,565     25.04 - 27.45  16,075,069          0.60 1.55 - 2.30   (1.70) - (0.96)  
MIST Met/Eaton Vance         2011  4,263,176     10.13 - 10.30  43,696,769          1.99 1.30 - 2.30    (0.31) - 0.69   
  Floating Rate Sub-Account  2010  1,600,145     10.16 - 10.23  16,334,315            -- 1.30 - 2.30      1.64 - 2.31   
  (Commenced 5/3/2010)                                                                                                  
MIST Met/Franklin Low        2011  2,835,514       9.70 - 9.78  27,661,832            -- 1.20 - 2.35   (2.83) - (2.08)  
  Duration Total Return                                                                                                 
  Sub-Account                                                                                                           
  (Commenced 5/2/2011)                                                                                                  
MIST Met/Franklin Mutual     2011 17,630,531       8.43 - 8.76 152,876,625          2.75 1.30 - 2.35   (2.85) - (1.83)  
  Shares Sub-Account         2010 13,681,991       8.67 - 8.92 121,115,835            -- 1.30 - 2.35      8.44 - 9.58   
  (Commenced 4/28/2008)      2009  7,713,701       8.01 - 8.14  62,452,238            -- 1.30 - 2.30    22.05 - 23.27   
                             2008  1,978,335       6.56 - 6.60  13,038,845          5.28 1.30 - 2.20 (34.35) - (33.94)  
MIST Met/Franklin Templeton  2011 63,624,798       9.05 - 9.46 592,611,774          1.72 1.15 - 2.35   (4.04) - (2.88)  
  Founding Strategy          2010 59,315,798       9.43 - 9.74 571,218,147            -- 1.15 - 2.35      7.50 - 8.79   
  Sub-Account                2009 49,352,169       8.80 - 8.95 438,687,403            -- 1.15 - 2.20    25.75 - 27.08   
  (Commenced 4/28/2008)      2008 27,525,771       6.99 - 7.05 193,348,119          3.15 1.15 - 2.20 (30.03) - (29.53)  

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METLIFE INVESTORS USA SEPARATE ACCOUNT A                                        
OF METLIFE INVESTORS USA INSURANCE COMPANY                                      
NOTES TO THE FINANCIAL STATEMENTS -- (CONTINUED)                                

8. FINANCIAL HIGHLIGHTS -- (CONTINUED)                                          

                                                        [Enlarge/Download Table]
                                                                                                                      
                                                                                                                      
                                                       AS OF DECEMBER 31             FOR THE YEAR ENDED DECEMBER 31   
                                 --------------------------------------- ---------------------------------------------
                                                                                        EXPENSE(2)         TOTAL(3)   
                                                UNIT VALUE               INVESTMENT(1)       RATIO           RETURN   
                                                 LOWEST TO           NET        INCOME   LOWEST TO        LOWEST TO   
                                       UNITS   HIGHEST ($)    ASSETS ($)     RATIO (%) HIGHEST (%)      HIGHEST (%)   
                                 ----------- ------------- ------------- ------------- ----------- -------------------
MIST Met/Templeton Growth   2011   4,687,427  8.18 - 14.06    49,144,134          0.33 0.95 - 2.15  (17.86) - (7.78)  
  Sub-Account               2010     614,557  8.96 - 14.25     7,380,405            -- 1.10 - 2.05      4.65 - 5.96   
  (Commenced 5/3/2010)                                                                                                
MIST Met/Templeton          2011   4,276,073 11.74 - 12.02    51,093,268          6.86 1.30 - 2.20   (2.49) - (1.61)  
  International Bond        2010   2,982,596 12.04 - 12.22    36,302,425          0.51 1.30 - 2.20    11.07 - 12.08   
  Sub-Account               2009     775,327 10.84 - 10.90     8,438,524            -- 1.30 - 2.20      8.40 - 9.00   
  (Commenced 5/4/2009)                                                                                                
MIST MetLife Aggressive     2011  49,390,389 10.07 - 10.98   524,691,864          1.10 1.15 - 2.35   (7.96) - (6.85)  
  Strategy Sub-Account      2010  45,689,702 10.94 - 11.78   522,967,837          1.18 1.15 - 2.35    13.80 - 15.17   
                            2009  41,343,573  9.62 - 10.23   412,402,731            -- 1.15 - 2.35    29.56 - 31.13   
                            2008  39,565,727   7.42 - 7.80   302,274,534          3.60 1.15 - 2.35 (42.19) - (41.49)  
                            2007  46,258,233 12.84 - 13.34   607,023,915          1.29 1.15 - 2.35      0.48 - 1.70   
MIST MetLife Balanced Plus  2011 257,076,022   9.33 - 9.40 2,411,774,661          0.27 1.15 - 2.25   (6.68) - (6.00)  
  Sub-Account                                                                                                         
  (Commenced 5/2/2011)                                                                                                
MIST MetLife Balanced       2011 592,824,603 10.80 - 11.77 6,764,659,086          1.58 1.15 - 2.35   (3.98) - (2.82)  
  Strategy Sub-Account      2010 546,381,907 11.25 - 12.12 6,437,293,439          2.05 1.15 - 2.35    10.96 - 12.28   
                            2009 458,932,798 10.14 - 10.79 4,832,135,577            -- 1.15 - 2.35    25.35 - 26.87   
                            2008 406,068,266   8.09 - 8.50 3,383,789,930          4.75 1.15 - 2.35 (33.52) - (32.72)  
                            2007 407,763,369 12.17 - 12.64 5,073,218,651          1.64 1.15 - 2.35      2.43 - 3.68   
MIST MetLife Defensive      2011 186,262,512 11.33 - 12.48 2,228,739,665          2.22 1.00 - 2.35    (0.59) - 0.76   
  Strategy Sub-Account      2010 167,912,074 11.40 - 12.39 2,003,850,499          3.05 1.00 - 2.35      8.32 - 9.80   
                            2009 134,240,318 10.52 - 11.28 1,466,386,791          2.86 1.00 - 2.35    14.50 - 21.50   
                            2008  98,361,064   8.77 - 9.21   887,719,339          1.41 1.15 - 2.35 (22.50) - (21.56)  
                            2007  51,959,475 11.31 - 11.75   600,410,325          1.89 1.15 - 2.35      3.45 - 4.70   
MIST MetLife Growth         2011 446,977,194 10.46 - 11.40 4,926,470,881          1.54 1.15 - 2.35   (6.10) - (4.98)  
  Strategy Sub-Account      2010 473,161,406 11.14 - 12.00 5,512,372,206          1.71 1.15 - 2.35    12.81 - 14.17   
                            2009 490,302,032  9.88 - 10.51 5,026,063,304            -- 1.15 - 2.35    27.08 - 28.61   
                            2008 494,438,103   7.77 - 8.17 3,958,612,323          3.49 1.15 - 2.35 (39.32) - (38.58)  
                            2007 481,475,567 12.81 - 13.30 6,304,660,461          1.10 1.15 - 2.35      2.26 - 3.50   
MIST MetLife Moderate       2011 281,377,647 11.18 - 12.19 3,324,311,655          1.83 1.15 - 2.35   (2.43) - (1.26)  
  Strategy Sub-Account      2010 257,780,425 11.46 - 12.34 3,094,289,659          2.46 1.15 - 2.35     9.79 - 11.12   
                            2009 201,975,022 10.44 - 11.11 2,188,428,006          3.18 1.15 - 2.35    23.16 - 24.65   
                            2008 157,147,909   8.48 - 8.91 1,371,420,955          1.75 1.15 - 2.35 (28.14) - (27.26)  
                            2007 132,930,004 11.79 - 12.25 1,602,068,224          1.93 1.15 - 2.35      3.73 - 4.99   
MIST MFS Emerging Markets   2011  37,004,554  9.55 - 11.54   369,675,163          1.39 0.95 - 2.35 (20.59) - (19.48)  
  Equity Sub-Account        2010  29,287,659 12.03 - 14.53   365,169,255          0.97 0.95 - 2.35    20.79 - 22.49   
                            2009  18,534,256  9.96 - 12.02   189,762,080          1.45 0.95 - 2.35    65.01 - 67.34   
                            2008   9,820,617   6.03 - 7.28    60,422,758          1.29 0.95 - 2.35 (56.57) - (52.63)  
                            2007   4,415,597 13.89 - 14.22    62,075,247          0.04 0.95 - 2.35    33.43 - 35.32   
MIST MFS Research           2011  22,841,018 11.58 - 13.42   285,814,827          1.88 0.95 - 2.35 (12.79) - (11.56)  
  International Sub-Account 2010  22,399,698 13.27 - 15.17   318,521,626          1.70 0.95 - 2.35     8.83 - 10.35   
                            2009  21,694,779 12.19 - 13.75   281,155,296          3.12 0.95 - 2.35    28.50 - 30.32   
                            2008  20,463,384  9.48 - 10.55   204,675,511          1.89 0.95 - 2.35 (43.71) - (42.91)  
                            2007  19,606,367 16.84 - 18.48   345,568,972          1.22 0.95 - 2.35    10.65 - 12.21   

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METLIFE INVESTORS USA SEPARATE ACCOUNT A                                        
OF METLIFE INVESTORS USA INSURANCE COMPANY                                      
NOTES TO THE FINANCIAL STATEMENTS -- (CONTINUED)                                

8. FINANCIAL HIGHLIGHTS -- (CONTINUED)                                          

                                                        [Enlarge/Download Table]
                                                                                                                       
                                                                                                                       
                                                        AS OF DECEMBER 31             FOR THE YEAR ENDED DECEMBER 31   
                                  --------------------------------------- ---------------------------------------------
                                                                                         EXPENSE(2)         TOTAL(3)   
                                                 UNIT VALUE               INVESTMENT(1)       RATIO           RETURN   
                                                  LOWEST TO           NET        INCOME   LOWEST TO        LOWEST TO   
                                        UNITS   HIGHEST ($)    ASSETS ($)     RATIO (%) HIGHEST (%)      HIGHEST (%)   
                                  ----------- ------------- ------------- ------------- ----------- -------------------
MIST Morgan Stanley Mid Cap  2011   8,735,505  1.88 - 16.63   109,412,403          0.56 0.89 - 2.30   (9.04) - (7.49)  
  Growth Sub-Account         2010   6,606,286  2.04 - 17.98    89,015,672          0.01 0.89 - 2.30    17.15 - 30.84   
                             2009   5,166,934  9.84 - 11.09    54,290,087            -- 0.95 - 2.30    53.69 - 55.79   
                             2008   4,031,107   6.40 - 7.12    27,227,267          1.21 0.95 - 2.30 (47.97) - (47.26)  
                             2007   1,845,571 12.30 - 13.50    23,676,085            -- 0.95 - 2.30    20.66 - 22.31   
MIST Oppenheimer Capital     2011  20,772,728  7.48 - 10.45   167,863,687          0.12 0.95 - 2.35   (3.67) - (2.10)  
  Appreciation Sub-Account   2010  23,613,830  7.76 - 10.67   196,389,755          0.46 0.95 - 2.35      6.86 - 8.42   
                             2009  26,093,951   7.26 - 9.84   201,465,075            -- 0.95 - 2.35    40.37 - 42.38   
                             2008  29,172,000   5.16 - 6.91   159,163,585          3.52 0.95 - 2.35 (47.20) - (46.42)  
                             2007  34,634,000  9.77 - 12.90   354,882,609          0.01 0.95 - 2.35    11.62 - 13.20   
MIST PIMCO Inflation         2011  63,087,877 13.90 - 15.36   936,595,819          1.62 1.20 - 2.35      8.56 - 9.82   
  Protected Bond Sub-Account 2010  52,467,468 12.81 - 13.99   711,162,874          2.23 1.20 - 2.35      5.26 - 6.48   
                             2009  37,506,865 12.17 - 13.14   478,661,744          3.18 1.20 - 2.35    15.31 - 16.64   
                             2008  23,243,826 10.55 - 11.26   254,891,679          3.71 1.20 - 2.35   (9.22) - (8.17)  
                             2007  21,340,808 11.60 - 12.19   255,623,164          2.14 1.30 - 2.35      8.21 - 9.36   
MIST PIMCO Total Return      2011 132,311,947 11.50 - 18.11 2,140,758,433          2.62 0.89 - 2.35    (0.31) - 2.51   
  Sub-Account                2010 111,149,390 11.27 - 17.67 1,761,602,464          3.20 0.89 - 2.35      5.65 - 7.45   
                             2009  71,654,403 10.54 - 16.44 1,055,450,302          6.39 0.89 - 2.35    15.29 - 17.35   
                             2008  43,564,435  9.03 - 14.01   542,563,802          3.71 0.89 - 2.35   (1.93) - (0.26)  
                             2007  37,539,072  9.10 - 14.05   469,985,360          3.32 0.89 - 2.35      5.05 - 6.89   
MIST Pioneer Fund            2011   9,480,402  9.11 - 19.29   168,467,083          1.11 0.95 - 2.30  (11.94) - (5.45)  
  Sub-Account                2010   5,977,317 16.24 - 20.40   112,914,666          0.78 0.95 - 2.30    13.47 - 15.12   
                             2009   3,239,380 14.30 - 17.72    53,308,711          1.52 0.95 - 2.30    21.07 - 27.31   
                             2008   1,227,336 11.81 - 14.44    16,447,869          0.83 0.95 - 2.30 (34.37) - (33.47)  
                             2007     441,310 17.99 - 21.26     8,679,759          0.78 1.10 - 2.30      2.60 - 3.85   
MIST Pioneer Strategic       2011  24,444,162 12.25 - 27.99   600,261,549          4.36 0.95 - 2.35      1.06 - 2.65   
  Income Sub-Account         2010  17,115,149 12.17 - 27.26   419,601,867          4.58 0.95 - 2.20     5.21 - 11.12   
                             2009  10,957,582 11.11 - 24.54   251,000,578          4.72 0.95 - 2.15    23.08 - 31.83   
                             2008   7,373,489 16.54 - 18.61   129,051,542          6.27 0.95 - 1.90 (12.43) - (11.59)  
                             2007   4,979,963 18.89 - 21.05    98,174,413          0.56 0.95 - 1.90      4.63 - 5.63   
MIST Pyramis Government      2011  45,618,019 10.69 - 10.77   490,473,351          0.89 1.15 - 2.25      6.96 - 7.75   
  Income Sub-Account                                                                                                   
  (Commenced 5/2/2011)                                                                                                 
MIST Rainier Large Cap       2011   7,776,061   7.22 - 7.54    57,997,273          0.38 1.30 - 2.35   (6.06) - (5.08)  
  Equity Sub-Account         2010   5,826,308   7.72 - 7.95    45,894,091          0.42 1.30 - 2.20    12.87 - 13.90   
  (Commenced 11/12/2007)     2009   4,962,869   6.82 - 6.98    34,404,016          0.82 1.30 - 2.35    20.41 - 21.65   
                             2008   4,139,663   5.67 - 5.74    23,654,112            -- 1.30 - 2.35 (43.16) - (42.56)  
                             2007     640,297   9.97 - 9.99     6,390,092          0.09 1.30 - 2.20      1.90 - 2.03   
MIST RCM Technology          2011  17,226,158   5.63 - 6.66   103,642,521            -- 0.89 - 2.35 (12.00) - (10.59)  
  Sub-Account                2010  16,174,288   6.39 - 7.45   109,729,016            -- 0.89 - 2.35    24.73 - 27.12   
                             2009  13,832,826   5.12 - 5.86    74,614,703            -- 0.89 - 2.35    55.30 - 57.75   
                             2008  10,849,282   3.29 - 3.72    37,389,860         13.67 0.89 - 2.35 (45.75) - (44.75)  
                             2007  12,386,524   6.06 - 6.72    78,045,995            -- 0.89 - 2.35    28.45 - 30.50   

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METLIFE INVESTORS USA SEPARATE ACCOUNT A                                        
OF METLIFE INVESTORS USA INSURANCE COMPANY                                      
NOTES TO THE FINANCIAL STATEMENTS -- (CONTINUED)                                

8. FINANCIAL HIGHLIGHTS -- (CONTINUED)                                          

                                                        [Enlarge/Download Table]
                                                                                                                          
                                                                                                                          
                                                           AS OF DECEMBER 31             FOR THE YEAR ENDED DECEMBER 31   
                                    ---------------------------------------- ---------------------------------------------
                                                                                            EXPENSE(2)         TOTAL(3)   
                                                    UNIT VALUE               INVESTMENT(1)       RATIO           RETURN   
                                                     LOWEST TO           NET        INCOME   LOWEST TO        LOWEST TO   
                                          UNITS    HIGHEST ($)    ASSETS ($)     RATIO (%) HIGHEST (%)      HIGHEST (%)   
                                    ----------- -------------- ------------- ------------- ----------- -------------------
MIST SSgA Growth and Income    2011 120,297,977  10.97 - 11.83 1,390,741,062          1.70 1.15 - 2.35   (1.29) - (0.09)  
  ETF Sub-Account              2010  85,827,962  11.20 - 11.84   995,772,752          1.05 1.15 - 2.20     9.80 - 10.96   
  (Commenced 11/10/2008)       2009  29,942,630  10.20 - 10.67   314,125,011          0.78 1.15 - 2.20    22.17 - 23.97   
                               2008     312,145    8.39 - 8.60     2,651,130            -- 1.30 - 2.05      1.88 - 1.99   
MIST SSgA Growth ETF           2011  37,984,453  10.24 - 11.04   409,132,829          1.56 1.15 - 2.35   (4.40) - (3.24)  
  Sub-Account                  2010  29,136,066  10.71 - 11.41   325,453,346          1.35 1.15 - 2.35    11.50 - 12.85   
  (Commenced 11/10/2008)       2009  16,443,398   9.67 - 10.11   163,291,494          0.93 1.15 - 2.20    26.29 - 28.66   
                               2008     190,893    7.69 - 7.88     1,489,531            -- 1.30 - 2.05      0.88 - 0.99   
MIST T. Rowe Price Large       2011  13,446,503  24.76 - 82.60   507,039,092          0.70 0.89 - 2.35   (6.24) - (4.62)  
  Cap Value Sub-Account        2010  14,212,118  26.09 - 86.60   558,423,606          1.11 0.89 - 2.35    14.30 - 16.29   
                               2009  14,942,501  22.55 - 74.47   502,483,411          2.30 0.89 - 2.35    15.64 - 17.62   
                               2008  15,718,013  19.27 - 63.32   447,266,597          1.65 0.89 - 2.35 (37.82) - (36.76)  
                               2007  18,116,672 30.63 - 100.12   822,332,309          0.94 0.89 - 2.35      1.30 - 7.97   
MIST T. Rowe Price Mid Cap     2011  44,089,511   9.22 - 10.28   439,146,325            -- 1.30 - 2.35   (3.93) - (2.92)  
  Growth Sub-Account           2010  40,356,445   9.67 - 10.58   414,850,131            -- 1.30 - 2.35    24.72 - 26.05   
                               2009  31,597,201    7.75 - 8.40   258,174,943            -- 1.30 - 2.35    42.11 - 43.59   
                               2008  24,389,138    5.45 - 5.85   139,067,651            -- 1.30 - 2.35 (41.15) - (40.53)  
                               2007  25,165,985    9.25 - 9.83   242,043,730            -- 1.30 - 2.35    14.89 - 16.11   
MIST Third Avenue Small Cap    2011  18,611,699  14.67 - 17.11   290,532,427          1.10 0.89 - 2.35  (11.09) - (9.50)  
  Value Sub-Account            2010  18,793,984  16.49 - 18.91   327,520,477          1.17 0.89 - 2.35    17.11 - 19.08   
                               2009  17,777,766  14.06 - 15.88   262,479,306          1.15 0.89 - 2.35    23.51 - 25.70   
                               2008  16,437,324  11.38 - 12.63   194,917,296          0.76 0.89 - 2.35 (31.46) - (30.31)  
                               2007  18,432,805  16.58 - 18.13   316,501,402          1.00 0.89 - 2.35   (5.29) - (3.66)  
MIST Turner Mid Cap Growth     2011   6,415,135  12.30 - 13.33    83,512,450            -- 1.30 - 2.35   (9.61) - (8.65)  
  Sub-Account                  2010   5,858,465  13.61 - 14.60    83,688,741            -- 1.30 - 2.35    24.21 - 25.51   
                               2009   4,875,425  10.96 - 11.63    55,630,594            -- 1.30 - 2.35    43.76 - 45.27   
                               2008   4,470,347    7.62 - 8.01    35,217,413            -- 1.30 - 2.35 (49.50) - (48.97)  
                               2007   4,472,333  15.09 - 15.69    69,239,590            -- 1.30 - 2.35    21.25 - 22.54   
MIST Van Kampen Comstock       2011  25,137,797   9.39 - 14.24   266,463,408          1.09 0.95 - 2.35   (3.76) - (2.39)  
  Sub-Account                  2010  21,172,822   9.76 - 14.59   230,561,318          1.45 0.95 - 2.35    12.19 - 13.80   
                               2009  16,791,760   8.70 - 12.82   161,042,507          1.11 0.95 - 2.35    23.63 - 30.57   
                               2008   5,638,201    7.03 - 7.31    40,651,730          1.74 1.30 - 2.35 (37.41) - (36.74)  
                               2007   5,330,717  11.24 - 11.56    60,993,695          1.34 1.30 - 2.35   (4.77) - (3.76)  
MSF Artio International        2011     282,028   3.36 - 11.37     2,803,543          1.60 1.40 - 1.90 (21.63) - (20.99)  
  Stock Sub-Account            2010     318,412   4.26 - 14.47     3,979,701          1.41 1.40 - 1.90      4.85 - 5.74   
                               2009     337,655   4.02 - 13.77     3,955,132          0.42 1.40 - 1.90    19.59 - 20.44   
                               2008     380,684   3.34 - 11.48     3,539,311          2.93 1.40 - 1.90 (45.29) - (44.91)  
                               2007     398,333   6.06 - 20.94     6,422,071          0.76 1.40 - 1.90      7.99 - 8.79   
MSF Barclays Capital Aggregate 2011   8,083,366   1.73 - 18.28   130,173,979          3.22 0.89 - 2.25      4.77 - 6.56   
  Bond Index Sub-Account       2010   5,646,137  14.02 - 17.15    86,674,964          2.64 0.89 - 2.25      3.30 - 5.11   
                               2009   2,010,364  13.73 - 16.32    29,893,966          3.64 0.89 - 2.15      2.27 - 4.24   
                               2008     527,803  14.94 - 15.65     7,896,020          4.75 0.89 - 1.35      4.56 - 5.05   
                               2007     436,992  14.29 - 14.90     6,246,008          4.31 0.89 - 1.35      5.43 - 5.92   

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METLIFE INVESTORS USA SEPARATE ACCOUNT A                                        
OF METLIFE INVESTORS USA INSURANCE COMPANY                                      
NOTES TO THE FINANCIAL STATEMENTS -- (CONTINUED)                                

8. FINANCIAL HIGHLIGHTS -- (CONTINUED)                                          

                                                        [Enlarge/Download Table]
                                                                                                                       
                                                                                                                       
                                            AS OF DECEMBER 31                         FOR THE YEAR ENDED DECEMBER 31   
                                 ---------------------------------------- ---------------------------------------------
                                                                                         EXPENSE(2)         TOTAL(3)   
                                                   UNIT VALUE             INVESTMENT(1)       RATIO           RETURN   
                                                    LOWEST TO         NET        INCOME   LOWEST TO        LOWEST TO   
                                      UNITS       HIGHEST ($)  ASSETS ($)     RATIO (%) HIGHEST (%)      HIGHEST (%)   
                                 ---------- ----------------- ----------- ------------- ----------- -------------------
MSF BlackRock Bond Income   2011    953,075     44.15 - 68.69  49,538,985          3.84 0.89 - 2.30      4.00 - 5.62   
  Sub-Account               2010    952,834     42.45 - 65.04  47,336,145          3.77 0.89 - 2.30      5.72 - 7.38   
                            2009    911,026     40.15 - 60.57  42,636,576          6.49 0.89 - 2.30      6.81 - 8.50   
                            2008    748,389     37.59 - 55.83  32,695,795          5.04 0.89 - 2.30   (5.77) - (4.29)  
                            2007    654,278     39.89 - 58.33  30,160,113          2.44 0.89 - 2.30      3.70 - 5.35   
MSF BlackRock Large Cap     2011    252,494     11.44 - 11.96   2,890,664          1.16 0.89 - 1.35      0.97 - 1.44   
  Value Sub-Account         2010    253,453     11.33 - 11.79   2,872,585          1.09 0.89 - 1.35      7.75 - 8.26   
                            2009    264,703     10.51 - 10.89   2,783,413          1.58 0.89 - 1.35     9.73 - 10.22   
                            2008    257,240       9.58 - 9.88   2,464,834          0.86 0.89 - 1.35 (35.78) - (35.48)  
                            2007    251,656     14.92 - 15.31   3,754,451          0.91 0.89 - 1.35      2.00 - 2.47   
MSF BlackRock Legacy Large  2011    814,200     10.75 - 32.23  11,348,650          0.17 0.89 - 2.30  (11.01) - (9.75)  
  Cap Growth Sub-Account    2010    601,185     12.06 - 35.71   9,563,155          0.22 0.89 - 2.30    17.10 - 18.76   
                            2009    612,808     10.28 - 30.07   8,419,085          0.15 0.89 - 2.30    28.77 - 35.57   
                            2008     49,555     20.78 - 22.18   1,031,800          0.43 0.89 - 1.35 (37.36) - (37.07)  
                            2007     31,453     33.18 - 35.25   1,046,603          0.17 0.89 - 1.35    17.12 - 17.66   
MSF BlackRock Money Market  2011 59,067,302      9.55 - 25.84 633,625,012            -- 0.95 - 2.35   (2.32) - (0.94)  
  Sub-Account               2010 51,015,018      9.77 - 26.15 553,885,805            -- 0.95 - 2.35   (2.32) - (0.64)  
                            2009 54,211,009      9.99 - 26.46 576,532,284          0.25 1.00 - 2.35   (2.07) - (0.48)  
                            2008 55,686,362     10.19 - 26.67 595,304,545          2.42 1.15 - 2.35      0.21 - 1.42   
                            2007 22,951,175     10.16 - 25.09 241,601,183          4.74 1.15 - 2.35      2.37 - 3.61   
MSF Davis Venture Value     2011 48,368,185     11.12 - 35.45 599,153,697          1.01 0.89 - 2.35  (11.86) - (4.88)  
  Sub-Account               2010 46,415,423     11.87 - 37.27 606,785,200          0.87 0.89 - 2.35     9.22 - 11.01   
                            2009 41,123,511     10.86 - 33.58 487,864,492          1.37 0.89 - 2.35    28.77 - 30.82   
                            2008 37,459,395      8.43 - 25.67 339,962,645          1.19 0.89 - 2.35 (40.87) - (38.31)  
                            2007 39,936,774     14.23 - 42.70 599,873,294          0.67 0.89 - 2.35      1.99 - 3.65   
MSF FI Value Leaders        2011    289,554     14.65 - 16.57   4,601,785          1.01 1.50 - 2.30   (8.38) - (7.64)  
  Sub-Account               2010    305,583     15.99 - 17.94   5,267,530          1.44 1.50 - 2.30    11.85 - 12.75   
                            2009    265,682     14.30 - 15.91   4,072,835          2.66 1.50 - 2.30    18.94 - 19.90   
                            2008    251,266     12.02 - 13.27   3,223,563          1.80 1.50 - 2.30 (40.40) - (39.92)  
                            2007    211,868     20.17 - 22.08   4,542,761          0.69 1.50 - 2.30      1.71 - 2.53   
MSF Jennison Growth         2011 20,877,221      2.55 - 12.29 248,172,110          0.06 1.30 - 2.35   (2.11) - (0.86)  
  Sub-Account               2010 20,230,170      2.57 - 12.42 243,817,657          0.38 1.30 - 2.35     8.74 - 10.07   
                            2009 17,375,446      2.33 - 11.31 190,651,501            -- 1.30 - 2.35    36.32 - 38.02   
                            2008 14,090,231       1.69 - 8.21 112,407,198          2.13 1.30 - 2.35 (38.03) - (37.13)  
                            2007 14,275,390      2.70 - 13.10 182,244,421          0.19 1.30 - 2.35     8.79 - 10.11   
MSF Loomis Sayles Small Cap 2011    310,374     30.16 - 36.63  10,317,247            -- 1.20 - 2.30   (1.94) - (0.86)  
  Core Sub-Account          2010    214,307     30.76 - 36.95   7,224,075            -- 1.20 - 2.30    24.32 - 25.69   
  (Commenced 07/14/2008)    2009     73,444     25.33 - 29.40   1,990,671            -- 1.20 - 2.15    27.16 - 28.38   
                            2008        926     21.12 - 22.90      20,162            -- 1.20 - 1.75 (25.82) - (25.62)  
MSF Met/Artisan Mid Cap     2011 14,599,235     13.33 - 36.59 215,514,020          0.79 0.89 - 2.35      4.02 - 5.81   
  Value Sub-Account         2010 15,163,945     12.80 - 34.58 213,857,206          0.59 0.89 - 2.35    12.09 - 14.02   
                            2009 15,659,935     11.41 - 30.33 195,923,686          0.84 0.89 - 2.35    37.92 - 40.31   
                            2008 16,302,851      8.27 - 21.61 146,716,944          0.06 0.89 - 2.35 (47.39) - (46.49)  
                            2007 18,551,932     15.69 - 40.39 316,048,072          0.35 0.89 - 2.35   (9.25) - (7.67)  

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METLIFE INVESTORS USA SEPARATE ACCOUNT A                                        
OF METLIFE INVESTORS USA INSURANCE COMPANY                                      
NOTES TO THE FINANCIAL STATEMENTS -- (CONTINUED)                                

8. FINANCIAL HIGHLIGHTS -- (CONTINUED)                                          

                                                        [Enlarge/Download Table]
                                                                                                                         
                                                                                                                         
                                              AS OF DECEMBER 31                         FOR THE YEAR ENDED DECEMBER 31   
                                   ---------------------------------------- ---------------------------------------------
                                                                                           EXPENSE(2)         TOTAL(3)   
                                                     UNIT VALUE             INVESTMENT(1)       RATIO           RETURN   
                                                      LOWEST TO         NET        INCOME   LOWEST TO        LOWEST TO   
                                        UNITS       HIGHEST ($)  ASSETS ($)     RATIO (%) HIGHEST (%)      HIGHEST (%)   
                                   ---------- ----------------- ----------- ------------- ----------- -------------------
MSF Met/Dimensional           2011  3,336,605     13.82 - 14.29  47,225,164          1.94 1.30 - 2.35 (18.19) - (17.33)  
  International Small Company 2010  2,082,274     16.89 - 17.28  35,750,236          1.30 1.30 - 2.35    19.74 - 21.01   
  Sub-Account                 2009  1,225,665     14.11 - 14.28  17,436,960            -- 1.30 - 2.35    39.40 - 40.87   
  (Commenced 11/10/2008)      2008     12,651     10.12 - 10.14     128,139            -- 1.30 - 2.05      0.61 - 0.71   
MSF MetLife Conservative      2011    850,770     11.86 - 12.35  10,395,348          2.37 1.55 - 2.15      1.06 - 1.66   
  Allocation Sub-Account      2010    830,223     11.74 - 12.15   9,998,191          4.06 1.55 - 2.15      7.71 - 8.36   
                              2009    967,744     10.85 - 11.21  10,771,428          3.20 1.55 - 2.25    17.85 - 18.68   
                              2008    602,771       9.24 - 9.44   5,653,460          0.85 1.55 - 2.15 (16.21) - (15.71)  
                              2007    242,633     11.07 - 11.20   2,702,849            -- 1.55 - 2.00      3.47 - 3.94   
MSF MetLife Conservative to   2011    608,383     11.48 - 11.91   7,143,945          2.14 1.55 - 2.10   (1.04) - (0.50)  
  Moderate Allocation         2010    782,775     11.60 - 11.97   9,257,856          3.38 1.55 - 2.10      9.21 - 9.81   
  Sub-Account                 2009    836,071     10.62 - 10.90   9,016,185          3.07 1.55 - 2.10    21.11 - 21.78   
                              2008    664,967       8.77 - 8.95   5,902,351          1.05 1.55 - 2.10 (23.23) - (22.81)  
                              2007    392,909     11.42 - 11.59   4,529,792            -- 1.55 - 2.10      2.62 - 3.19   
MSF MetLife Mid Cap Stock     2011  4,708,991      1.73 - 18.33  77,805,929          0.70 0.89 - 2.35   (4.50) - (2.76)  
  Index Sub-Account           2010  3,443,301     15.77 - 18.85  59,472,935          0.76 0.89 - 2.20    23.19 - 25.17   
                              2009  1,692,693     12.86 - 15.06  23,983,061          1.55 0.89 - 2.15    28.41 - 35.78   
                              2008    999,722     10.67 - 11.09  10,679,425          1.39 0.89 - 1.35 (37.03) - (36.74)  
                              2007    886,564     16.94 - 17.54  15,036,423          0.79 0.89 - 1.35      6.33 - 6.82   
MSF MetLife Moderate          2011  3,930,913     10.88 - 11.40  44,282,730          1.52 1.55 - 2.25   (3.55) - (2.89)  
  Allocation Sub-Account      2010  4,192,524     11.28 - 11.74  48,715,861          2.53 1.55 - 2.25    10.65 - 11.44   
                              2009  4,293,013     10.20 - 10.54  44,856,785          2.96 1.55 - 2.25    23.72 - 24.58   
                              2008  4,259,716       8.24 - 8.46  35,786,827          0.77 1.55 - 2.25 (30.23) - (29.73)  
                              2007  3,351,654     11.81 - 12.04  40,157,114          0.01 1.55 - 2.25      2.01 - 2.73   
MSF MetLife Moderate to       2011  4,632,179     10.23 - 10.65  48,721,974          1.43 1.55 - 2.15   (5.81) - (5.25)  
  Aggressive Allocation       2010  5,194,016     10.86 - 11.24  57,766,976          2.14 1.55 - 2.15    12.25 - 12.94   
  Sub-Account                 2009  5,328,120       9.67 - 9.95  52,562,753          2.53 1.55 - 2.15    26.35 - 27.11   
                              2008  5,745,796       7.65 - 7.83  44,674,622          0.61 1.55 - 2.25 (36.57) - (36.12)  
                              2007  5,047,763     12.02 - 12.25  61,541,186          0.02 1.55 - 2.25      1.53 - 2.24   
MSF MetLife Stock Index       2011 25,347,914      4.22 - 46.18 355,993,780          1.55 0.89 - 2.90    (1.15) - 0.94   
  Sub-Account                 2010 23,801,960     11.03 - 45.76 343,187,076          1.63 0.89 - 2.90    11.41 - 13.81   
                              2009 21,150,594      9.85 - 40.20 281,243,641          2.10 0.89 - 2.90    23.01 - 26.75   
                              2008 15,678,062      8.00 - 32.13 164,166,647          1.80 0.89 - 2.35 (38.72) - (37.66)  
                              2007 17,885,006     13.05 - 51.54 299,989,839          0.90 0.89 - 2.35      2.52 - 4.30   
MSF MFS Total Return          2011    826,212     38.00 - 54.49  36,390,818          2.68 0.89 - 2.15      0.04 - 1.51   
  Sub-Account                 2010    929,202     37.99 - 53.68  40,676,709          2.91 0.89 - 2.15      7.53 - 9.10   
                              2009  1,006,138     35.33 - 49.20  40,772,224          4.14 0.89 - 2.15    15.84 - 17.55   
                              2008    977,440     30.49 - 41.85  34,110,264          3.52 0.89 - 2.30 (24.08) - (15.13)  
                              2007  1,100,140     38.88 - 54.24  50,198,332          1.84 0.89 - 2.30      1.79 - 3.45   
MSF MFS Value Sub-Account     2011  3,145,406     12.27 - 14.81  43,754,913          1.57 0.89 - 2.30   (1.43) - (0.04)  
                              2010  3,234,649     12.33 - 14.90  45,430,281          1.32 0.89 - 2.30     8.89 - 10.44   
                              2009  2,664,361     11.22 - 13.56  33,984,060            -- 0.89 - 2.30    18.08 - 19.75   
                              2008  2,080,451      9.41 - 11.38  22,207,620          1.81 0.89 - 2.30 (30.55) - (21.82)  
                              2007  1,601,257     14.33 - 17.03  25,634,063          0.27 0.89 - 2.30    (5.09) - 6.03   

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METLIFE INVESTORS USA SEPARATE ACCOUNT A                                        
OF METLIFE INVESTORS USA INSURANCE COMPANY                                      
NOTES TO THE FINANCIAL STATEMENTS -- (CONTINUED)                                

8. FINANCIAL HIGHLIGHTS -- (CONTINUED)                                          

                                                        [Enlarge/Download Table]
                                                                                                                        
                                                                                                                        
                                             AS OF DECEMBER 31                         FOR THE YEAR ENDED DECEMBER 31   
                                  ---------------------------------------- ---------------------------------------------
                                                                                          EXPENSE(2)         TOTAL(3)   
                                                    UNIT VALUE             INVESTMENT(1)       RATIO           RETURN   
                                                     LOWEST TO         NET        INCOME   LOWEST TO        LOWEST TO   
                                       UNITS       HIGHEST ($)  ASSETS ($)     RATIO (%) HIGHEST (%)      HIGHEST (%)   
                                  ---------- ----------------- ----------- ------------- ----------- -------------------
MSF Morgan Stanley EAFE      2011  6,390,970      1.15 - 12.29  69,159,210          2.23 0.89 - 2.15 (14.50) - (13.28)  
  Index Sub-Account          2010  4,636,491     11.54 - 14.17  58,834,689          2.24 0.89 - 2.15      5.47 - 7.24   
                             2009  2,230,107     10.94 - 13.21  27,098,496          3.30 0.89 - 2.15    26.95 - 35.25   
                             2008  1,129,559      9.89 - 10.36  11,178,515          2.94 0.89 - 1.35 (42.86) - (42.60)  
                             2007  1,079,041     17.30 - 18.05  18,684,621          1.93 0.89 - 1.35      9.32 - 9.83   
MSF Neuberger Berman         2011    647,811     15.96 - 18.50  11,266,993          0.73 0.89 - 1.95    (7.38) - 4.87   
  Genesis Sub-Account        2010    578,563     16.81 - 17.64   9,730,049          0.51 0.89 - 1.35    19.95 - 20.50   
                             2009    605,787     14.02 - 14.64   8,493,213          1.10 0.89 - 1.35    11.63 - 12.15   
                             2008    587,465     12.56 - 13.06   7,377,709          0.53 0.89 - 1.35 (39.23) - (38.95)  
                             2007    625,394     20.66 - 21.39  12,924,658          0.30 0.89 - 1.35   (4.75) - (4.31)  
MSF Neuberger Berman Mid     2011    176,128     20.45 - 23.63   3,882,043          0.53 1.20 - 2.30   (8.79) - (7.79)  
  Cap Value Sub-Account      2010     82,451     22.42 - 25.62   1,984,636          0.22 1.20 - 2.30    23.19 - 24.55   
  (Commenced 7/14/2008)      2009     11,335     18.92 - 20.57     225,554          0.60 1.20 - 1.95    44.89 - 45.97   
                             2008      1,374     13.33 - 14.09      18,573            -- 1.20 - 1.75 (40.64) - (40.49)  
MSF Oppenheimer Global       2011    559,531     15.55 - 17.64   9,330,001          1.79 0.95 - 1.95  (10.17) - (9.41)  
  Equity Sub-Account         2010    608,969     17.31 - 19.88  11,272,119          1.34 0.95 - 1.95    13.69 - 14.83   
                             2009    672,213     15.23 - 17.32  10,903,654          2.29 0.95 - 1.95    37.10 - 38.48   
                             2008    671,786     11.17 - 12.50   7,900,093          1.77 0.95 - 1.90 (41.68) - (41.12)  
                             2007    501,067     19.16 - 21.24   9,987,034          0.71 0.95 - 1.90      4.25 - 5.25   
MSF Russell 2000 Index       2011  3,926,223      1.75 - 18.93  64,081,468          0.84 0.89 - 2.35   (6.46) - (4.95)  
  Sub-Account                2010  2,703,578      7.11 - 19.92  46,792,763          0.77 0.89 - 2.35    23.61 - 25.79   
                             2009  1,108,328      5.68 - 15.83  15,337,009          1.65 0.89 - 2.20    24.25 - 26.62   
                             2008    478,053      4.57 - 12.68   5,298,056          1.35 0.89 - 1.40 (34.43) - (34.05)  
                             2007    481,904      6.97 - 19.23   8,015,832          0.93 0.89 - 1.40   (2.89) - (2.39)  
MSF T. Rowe Price Large Cap  2011     44,809     30.91 - 33.42   1,465,621            -- 1.50 - 1.90   (3.19) - (2.80)  
  Growth Sub-Account         2010     40,496     31.93 - 34.38   1,365,647          0.07 1.50 - 1.90    14.55 - 15.01   
  (Commenced 4/28/2008)      2009     39,614     27.87 - 29.90   1,161,818          0.32 1.50 - 1.90    40.35 - 40.91   
                             2008     27,135     19.86 - 21.22     565,146            -- 1.50 - 1.90 (44.05) - (43.82)  
MSF T. Rowe Price Small Cap  2011    417,381     16.23 - 21.67   7,500,142            -- 0.89 - 2.15    (0.70) - 0.87   
  Growth Sub-Account         2010    465,332     16.01 - 21.48   8,285,648            -- 0.89 - 2.30    31.60 - 33.71   
                             2009    481,022     12.16 - 16.06   6,406,764          0.12 0.89 - 2.30    35.49 - 37.73   
                             2008    332,266      8.98 - 11.66   3,243,702            -- 0.89 - 2.30 (37.08) - (34.32)  
                             2007     77,656     16.25 - 18.44   1,279,290            -- 0.89 - 1.40      8.32 - 8.88   
MSF Van Eck Global Natural   2011  6,910,683     15.07 - 15.51 106,332,935          1.10 1.30 - 2.20 (18.49) - (17.75)  
  Resources Sub-Account      2010  3,967,225     18.49 - 18.86  74,371,723          0.25 1.30 - 2.20    26.22 - 27.36   
  (Commenced 5/4/2009)       2009  1,195,095     14.65 - 14.80  17,635,926            -- 1.30 - 2.20    35.00 - 35.82   
MSF Western Asset            2011 16,038,241     15.32 - 19.49 285,529,978          1.20 0.95 - 2.35      2.83 - 4.28   
  Management U.S. Government 2010 12,558,586     14.90 - 18.69 214,907,918          2.24 0.95 - 2.35      3.04 - 4.50   
  Sub-Account                2009  8,573,371     14.46 - 17.89 140,925,866          4.06 0.95 - 2.35      1.67 - 3.10   
                             2008  5,356,593     14.23 - 17.35  85,351,962          3.54 0.95 - 2.35   (2.85) - (1.48)  
                             2007  2,760,203     14.93 - 17.61  44,641,935          2.32 0.95 - 2.30      1.76 - 3.04   
Neuberger Berman Genesis     2011        474             15.72       7,443          0.84        0.89             3.67   
  Sub-Account                2010        571             15.16       8,663            --        0.89            20.30   
                             2009        697             12.60       8,785            --        0.89            25.13   
                             2008        809             10.07       8,146          3.68        0.89           (33.45)  
                             2007        927             15.13      14,022          0.14        0.89            20.72   

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METLIFE INVESTORS USA SEPARATE ACCOUNT A                                        
OF METLIFE INVESTORS USA INSURANCE COMPANY                                      
NOTES TO THE FINANCIAL STATEMENTS -- (CONTINUED)                                

8. FINANCIAL HIGHLIGHTS -- (CONTINUED)                                          

                                                        [Enlarge/Download Table]
                                                                                                                        
                                                                                                                        
                                              AS OF DECEMBER 31                        FOR THE YEAR ENDED DECEMBER 31   
                                    -------------------------------------- ---------------------------------------------
                                                                                          EXPENSE(2)         TOTAL(3)   
                                                     UNIT VALUE            INVESTMENT(1)       RATIO           RETURN   
                                                      LOWEST TO        NET        INCOME   LOWEST TO        LOWEST TO   
                                        UNITS       HIGHEST ($) ASSETS ($)     RATIO (%) HIGHEST (%)      HIGHEST (%)   
                                    --------- ----------------- ---------- ------------- ----------- -------------------
Oppenheimer VA Core Bond       2011     1,878              5.41     10,150          5.76        1.40             6.77   
  Sub-Account                  2010     1,952              5.06      9,885          4.81        1.40             9.87   
                               2009    12,533              4.61     57,756            --        1.40             8.09   
                               2008    22,518              4.26     96,005          4.53        1.40           (39.90)  
                               2007    37,290              7.09    264,529          5.54        1.40             2.93   
Oppenheimer VA Global          2011       443              9.20      4,075          3.19        1.40            (0.55)  
  Strategic Income Sub-Account 2010       443              9.25      4,097         16.19        1.40            13.38   
                               2009     1,786              8.16     14,575          0.53        1.40            17.17   
                               2008     1,903              6.97     13,254          5.21        1.40           (15.40)  
                               2007     5,661              8.23     46,614          3.59        1.40             8.16   
Oppenheimer VA Main Street     2011 4,964,464      9.98 - 17.13 81,494,321          0.36 0.95 - 1.75   (4.07) - (3.30)  
  Small- & Mid-Cap             2010 4,127,208     10.35 - 17.72 70,331,777          0.37 0.95 - 1.75    20.92 - 21.90   
  Sub-Account                  2009 3,126,840      8.51 - 14.54 43,881,910          0.52 0.95 - 1.75    34.52 - 35.58   
                               2008 1,863,546      6.29 - 10.72 19,372,328          0.18 0.95 - 1.75 (39.08) - (38.59)  
                               2007   492,857     10.26 - 17.46  8,314,186          0.03 0.95 - 1.75  (13.41) - (2.47)  
Oppenheimer VA Main Street     2011    22,109              4.85    107,300          1.27        1.40            (1.40)  
  Sub-Account                  2010    24,227              4.92    119,249          1.11        1.40            14.49   
                               2009    28,105              4.30    120,826          1.94        1.40            26.52   
                               2008    31,897              3.40    108,399          1.52        1.40           (39.33)  
                               2007    45,428              5.60    254,460          1.11        1.40             2.96   
Oppenheimer VA Money           2011    20,177              5.69    114,709          0.01        1.40            (1.37)  
  Sub-Account                  2010    20,177              5.76    116,310          0.03        1.40            (1.37)  
                               2009    20,177              5.84    117,917          0.35        1.40            (1.07)  
                               2008    25,333              5.91    149,653          2.83        1.40             1.34   
                               2007    28,881              5.83    168,352          4.98        1.40             3.52   
Pioneer VCT Cullen Value       2011   238,409       8.34 - 8.68  2,036,161          0.72 1.20 - 1.95   (5.53) - (4.82)  
  Sub-Account                  2010   243,744       8.83 - 9.11  2,192,843          0.58 1.20 - 1.95      7.15 - 7.96   
  (Commenced 7/14/2008)        2009   223,412       8.19 - 8.44  1,867,892          0.70 1.20 - 2.15    13.26 - 14.34   
                               2008    21,316       7.29 - 7.38    156,566            -- 1.20 - 1.75 (21.91) - (21.71)  
Pioneer VCT Emerging           2011    48,427     14.01 - 15.29    705,700            -- 1.20 - 1.95 (25.09) - (24.53)  
  Markets Sub-Account          2010    62,764     18.70 - 20.26  1,212,537          0.32 1.20 - 1.95    13.38 - 14.23   
  (Commenced 7/14/2008)        2009    60,035     16.18 - 17.74  1,020,914          0.63 1.20 - 2.15    70.32 - 71.96   
                               2008     4,387      9.83 - 10.32     43,804            -- 1.20 - 1.75 (50.82) - (50.69)  
Pioneer VCT Equity Income      2011    17,862     19.96 - 21.90    371,272          2.00 1.20 - 1.95      3.73 - 4.51   
  Sub-Account                  2010    18,868     19.24 - 20.95    375,754          2.07 1.20 - 1.95    16.93 - 17.81   
  (Commenced 7/14/2008)        2009    20,833     16.12 - 17.79    354,460          3.38 1.20 - 2.15    11.47 - 12.53   
                               2008     2,134     15.01 - 15.22     32,445          0.69 1.60 - 1.75 (22.10) - (22.05)  
Pioneer VCT Ibbotson Growth    2011 1,225,572     14.18 - 14.93 17,736,364          1.94 1.20 - 1.95   (5.14) - (4.42)  
  Allocation Sub-Account       2010 1,275,136     14.95 - 15.62 19,386,421          1.88 1.20 - 1.95    12.55 - 13.39   
  (Commenced 7/14/2008)        2009 1,257,274     13.28 - 13.78 16,934,322          2.87 1.20 - 1.95    30.11 - 31.09   
                               2008   346,884     10.21 - 10.51  3,587,235            -- 1.20 - 1.95 (27.48) - (27.22)  
Pioneer VCT Ibbotson Moderate  2011 1,795,010     13.82 - 14.81 25,968,930          2.49 1.20 - 2.20   (4.21) - (3.25)  
  Allocation Sub-Account       2010 1,833,743     14.43 - 15.31 27,517,066          2.53 1.20 - 2.20    11.44 - 12.56   
  (Commenced 7/14/2008)        2009 1,818,031     12.95 - 13.60 24,317,338          3.10 1.20 - 2.20    28.59 - 29.89   
                               2008   109,195     10.23 - 10.47  1,127,161            -- 1.20 - 1.80 (24.71) - (24.50)  

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METLIFE INVESTORS USA SEPARATE ACCOUNT A                                        
OF METLIFE INVESTORS USA INSURANCE COMPANY                                      
NOTES TO THE FINANCIAL STATEMENTS -- (CONCLUDED)                                

8. FINANCIAL HIGHLIGHTS -- (CONCLUDED)                                          

                                                        [Enlarge/Download Table]
                                                                                                                     
                                                                                                                     
                                           AS OF DECEMBER 31                        FOR THE YEAR ENDED DECEMBER 31   
                                 -------------------------------------- ---------------------------------------------
                                                                                       EXPENSE(2)         TOTAL(3)   
                                                  UNIT VALUE            INVESTMENT(1)       RATIO           RETURN   
                                                   LOWEST TO        NET        INCOME   LOWEST TO        LOWEST TO   
                                     UNITS       HIGHEST ($) ASSETS ($)     RATIO (%) HIGHEST (%)      HIGHEST (%)   
                                 --------- ----------------- ---------- ------------- ----------- -------------------
Pioneer VCT Mid Cap Value   2011 1,688,831     26.60 - 31.48 49,145,077          0.64 0.95 - 1.95   (7.66) - (6.73)  
  Sub-Account               2010 1,493,349     28.81 - 33.76 46,621,818          0.87 0.95 - 1.95    15.62 - 16.78   
                            2009 1,309,529     24.92 - 28.91 35,037,503          1.29 0.95 - 1.95    22.85 - 24.08   
                            2008 1,105,223     20.42 - 23.30 23,891,796          0.87 0.95 - 1.90 (35.01) - (34.39)  
                            2007   813,072     31.43 - 35.50 26,728,784          0.54 0.95 - 1.90      3.35 - 4.34   
Pioneer VCT Real Estate     2011    12,968     18.70 - 20.38    251,847          2.24 1.20 - 1.95      7.64 - 8.45   
  Shares Sub-Account        2010    12,983     17.38 - 18.80    234,208          2.42 1.20 - 1.95    26.06 - 27.01   
  (Commenced 7/14/2008)     2009    16,034     13.78 - 14.80    228,918          4.81 1.20 - 1.95    29.02 - 29.98   
                            2008     3,001     10.87 - 11.38     33,133          1.71 1.20 - 1.75 (32.64) - (32.47)  
T. Rowe Price Growth Stock  2011    73,401             81.96  6,015,937          0.02        0.89            (1.85)  
  Sub-Account               2010    85,875             83.50  7,170,858          0.06        0.89            15.89   
                            2009    97,059             72.05  6,993,261          0.21        0.89            41.98   
                            2008   104,973             50.75  5,327,165          0.40        0.89           (42.77)  
                            2007   118,255             88.67 10,486,221          0.60        0.89             9.38   
T. Rowe Price International 2011    59,337             11.89    705,529          1.20        0.89           (13.11)  
  Stock Sub-Account         2010    68,117             13.68    932,126          1.13        0.89            13.46   
                            2009    72,797             12.06    877,970          2.49        0.89            50.86   
                            2008    76,425              7.99    610,995          1.51        0.89           (48.48)  
                            2007    87,971             15.52  1,365,106          1.62        0.89            12.42   
T. Rowe Price Prime Reserve 2011    54,384             17.91    973,756          0.01        0.89            (0.87)  
  Sub-Account               2010    70,013             18.06  1,264,618          0.01        0.89            (0.87)  
                            2009    76,856             18.22  1,400,475          0.22        0.89            (0.70)  
                            2008   120,897             18.35  2,218,473          2.47        0.89             1.64   
                            2007    96,955             18.05  1,750,411          4.77        0.89             3.94   
UIF U.S. Real Estate        2011 2,367,197     24.43 - 51.96 76,564,905          0.85 0.95 - 1.90      3.93 - 4.92   
  Sub-Account               2010 2,327,750     23.50 - 49.52 68,963,648          2.15 0.95 - 1.90    27.52 - 28.73   
                            2009 2,542,094     18.43 - 38.47 56,466,102          3.31 0.95 - 1.90    25.93 - 27.14   
                            2008 2,248,952     14.64 - 30.26 38,153,749          3.39 0.95 - 1.90 (39.07) - (38.49)  
                            2007 2,043,530     24.02 - 49.19 52,908,525          2.27 0.95 - 1.90 (18.64) - (17.86)  

(1) These amounts represent the dividends, excluding distributions of capital   
gains, received by the Sub-Account from the underlying portfolio, series, or    
fund, net of management fees assessed by the fund manager, divided by the       
average net assets. These ratios exclude those expenses, such as mortality and  
expense risk charges, that are assessed against contract owner accounts either  
through reductions in the unit values or the redemption of units. The           
recognition of investment income by the Sub-Account is affected by the timing   
of the declaration of dividends by the underlying portfolio, series, or fund in 
which the Sub-Account invests.                                                  

(2) These amounts represent annualized contract expenses of each of the         
applicable Sub-Accounts, consisting primarily of mortality and expense risk     
charges, for each period indicated. The ratios include only those expenses that 
result in a direct reduction to unit values. Charges made directly to contract  
owner accounts through the redemption of units and expenses of the underlying   
portfolio, series, or fund have been excluded.                                  

(3) These amounts represent the total return for the period indicated,          
including changes in the value of the underlying portfolio, series, or fund,    
and expenses assessed through the reduction of unit values. These ratios do     
not include any expenses assessed through the redemption of units. The total    
return is calculated for each period indicated or from the effective date       
through the end of the reporting period. The total return is presented as a     
range of minimum to maximum returns, based on minimum and maximum returns       
within each product grouping of the applicable Sub-Account.                     

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METLIFE INVESTORS USA INSURANCE COMPANY                                         

Consolidated Financial Statements                                               

As of December 31, 2011 and 2010 and for the Years Ended December 31, 2011,     
2010 and 2009 and Independent Auditors' Report                                  

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INDEPENDENT AUDITORS' REPORT  

To the Board of Directors and Stockholder of                                    
MetLife Investors USA Insurance Company:                                        

We have audited the accompanying consolidated balance sheets of MetLife         
Investors USA Insurance Company and its subsidiary (an indirect wholly-owned    
subsidiary of MetLife, Inc.) (the "Company") as of December 31, 2011 and 2010,  
and the related consolidated statements of operations, stockholder's equity,    
and cash flows for each of the three years in the period ended December 31,     
2011. These consolidated financial statements are the responsibility of the     
Company's management. Our responsibility is to express an opinion on these      
consolidated financial statements based on our audits.                          

We conducted our audits in accordance with auditing standards generally         
accepted in the United States of America. Those standards require that we plan  
and perform the audit to obtain reasonable assurance about whether the          
consolidated financial statements are free of material misstatement. An audit   
includes consideration of internal control over financial reporting as a basis  
for designing audit procedures that are appropriate in the circumstances, but   
not for the purpose of expressing an opinion on the effectiveness of the        
Company's internal control over financial reporting. Accordingly, we express no 
such opinion. An audit also includes examining, on a test basis, evidence       
supporting the amounts and disclosures in the consolidated financial            
statements, assessing the accounting principles used and significant estimates  
made by management, as well as evaluating the overall financial statement       
presentation. We believe that our audits provide a reasonable basis for our     
opinion.                                                                        

In our opinion, such consolidated financial statements present fairly, in all   
material respects, the financial position of MetLife Investors USA Insurance    
Company and its subsidiary as of December 31, 2011 and 2010, and the results of 
their operations and their cash flows for each of the three years in the period 
ended December 31, 2011, in conformity with accounting principles generally     
accepted in the United States of America.                                       

As discussed in Note 1, the Company changed its method of accounting for the    
recognition and presentation of other-than-temporary impairment losses for      
certain investments as required by accounting guidance adopted on April 1, 2009.

/s/ DELOITTE & TOUCHE LLP                                                       

Certified Public Accountants                                                    
Tampa, Florida                                                                  
April 5, 2012                                                                   

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METLIFE INVESTORS USA INSURANCE COMPANY 
(A Wholly-Owned Subsidiary of MetLife Insurance Company of Connecticut) 

CONSOLIDATED BALANCE SHEETS 
DECEMBER 31, 2011 AND 2010  

(IN MILLIONS, EXCEPT SHARE AND PER SHARE DATA)  

                                                        [Enlarge/Download Table]

                                                                                                        2011     2010  
                                                                                                      -------- --------
                                                                                                                       
ASSETS                                                                                                                 
Investments:                                                                                                           
  Fixed maturity securities available-for-sale, at estimated fair value (amortized cost: $9,405 and                    
   $8,350, respectively)............................................................................. $ 10,457 $  8,676
  Equity securities available-for-sale, at estimated fair value (cost: $2 and $3, respectively)......        2        3
  Mortgage loans (net of valuation allowances of $11 and $12, respectively)..........................    1,508    1,175
  Policy loans.......................................................................................      102       64
  Real estate joint ventures.........................................................................       30       30
  Other limited partnership interests................................................................      535      456
  Short-term investments, principally at estimated fair value........................................      779      113
  Other invested assets, principally at estimated fair value.........................................      606      215
                                                                                                      -------- --------
    Total investments................................................................................   14,019   10,732
Cash and cash equivalents............................................................................      108      240
Accrued investment income............................................................................      120      105
Premiums, reinsurance and other receivables..........................................................   12,679    9,778
Deferred policy acquisition costs....................................................................    3,542    2,965
Current income tax recoverable.......................................................................       83       25
Other assets.........................................................................................      739      728
Separate account assets..............................................................................   56,820   42,435
                                                                                                      -------- --------
    Total assets..................................................................................... $ 88,110 $ 67,008
                                                                                                      ======== ========

LIABILITIES AND STOCKHOLDER'S EQUITY                                                                                   
LIABILITIES                                                                                                            
Future policy benefits............................................................................... $  3,085 $  2,092
Policyholder account balances........................................................................   13,773   11,197
Other policy-related balances........................................................................    2,449    2,120
Payables for collateral under securities loaned and other transactions...............................    1,672    1,246
Long-term debt.......................................................................................       42       45
Deferred income tax liability........................................................................    1,140      580
Other liabilities....................................................................................    4,314    3,601
Separate account liabilities.........................................................................   56,820   42,435
                                                                                                      -------- --------
    Total liabilities................................................................................   83,295   63,316
                                                                                                      -------- --------

CONTINGENCIES, COMMITMENTS AND GUARANTEES (NOTE 10)                                                                    

STOCKHOLDER'S EQUITY                                                                                                   
Preferred stock, par value $1.00 per share; 200,000 shares authorized, issued and outstanding........       --       --
Common stock, par value $200.00 per share; 15,000 shares authorized; 11,000 shares issued and                          
 outstanding.........................................................................................        2        2
Additional paid-in capital...........................................................................    2,520    2,520
Retained earnings....................................................................................    1,604    1,063
Accumulated other comprehensive income (loss)........................................................      689      107
                                                                                                      -------- --------
    Total stockholder's equity.......................................................................    4,815    3,692
                                                                                                      -------- --------
    Total liabilities and stockholder's equity....................................................... $ 88,110 $ 67,008
                                                                                                      ======== ========

SEE ACCOMPANYING NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS.  

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METLIFE INVESTORS USA INSURANCE COMPANY 
(A Wholly-Owned Subsidiary of MetLife Insurance Company of Connecticut) 

CONSOLIDATED STATEMENTS OF OPERATIONS 
FOR THE YEARS ENDED DECEMBER 31, 2011, 2010 AND 2009  

(IN MILLIONS) 

                                                        [Enlarge/Download Table]

                                                                                 2011     2010     2009  
                                                                               -------  -------  ------- 
                                                                                                         
REVENUES                                                                                                 
Premiums...................................................................... $   647  $   357  $   393 
Universal life and investment-type product policy fees........................   1,288      991      745 
Net investment income.........................................................     586      520      349 
Other revenues................................................................     314      302      237 
Net investment gains (losses):                                                                           
 Other-than-temporary impairments on fixed maturity securities................      --       (9)     (18)
 Other-than-temporary impairments on fixed maturity securities transferred to                            
   other comprehensive income (loss)..........................................      (2)       5        5 
 Other net investment gains (losses)..........................................      (5)      19      (11)
                                                                               -------  -------  ------- 
   Total net investment gains (losses)........................................      (7)      15      (24)
Net derivative gains (losses).................................................     701      115     (603)
                                                                               -------  -------  ------- 
     Total revenues...........................................................   3,529    2,300    1,097 
                                                                               -------  -------  ------- 

EXPENSES                                                                                                 
Policyholder benefits and claims..............................................     779      486      457 
Interest credited to policyholder account balances............................     424      413      409 
Other expenses................................................................   1,582    1,024      613 
                                                                               -------  -------  ------- 
     Total expenses...........................................................   2,785    1,923    1,479 
                                                                               -------  -------  ------- 
Income (loss) before provision for income tax.................................     744      377     (382)
Provision for income tax expense (benefit)....................................     203       85     (185)
                                                                               -------  -------  ------- 
Net income (loss)............................................................. $   541  $   292  $  (197)
                                                                               =======  =======  ======= 

SEE ACCOMPANYING NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS.  

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METLIFE INVESTORS USA INSURANCE COMPANY 
(A Wholly-Owned Subsidiary of MetLife Insurance Company of Connecticut) 

CONSOLIDATED STATEMENTS OF STOCKHOLDER'S EQUITY 
FOR THE YEARS ENDED DECEMBER 31, 2011, 2010 AND 2009  

(IN MILLIONS) 

                                                        [Enlarge/Download Table]

                                                                                     ACCUMULATED OTHER                         
                                                                                COMPREHENSIVE INCOME (LOSS)                    
                                                                           -------------------------------------               
                                                                                NET                     FOREIGN                
                                                      ADDITIONAL             UNREALIZED   OTHER-THAN   CURRENCY       TOTAL    
                                     PREFERRED COMMON  PAID-IN   RETAINED    INVESTMENT    TEMPORARY  TRANSLATION STOCKHOLDER'S
                                       STOCK   STOCK   CAPITAL   EARNINGS  GAINS (LOSSES) IMPAIRMENTS ADJUSTMENTS    EQUITY    
                                     --------- ------ ---------- --------  -------------- ----------- ----------- -------------
                                                                                                                               
Balance at January 1, 2009..........   $  --    $  2   $  1,945  $    968     $  (274)       $  --       $  --     $    2,641  
Capital contribution from MetLife                                                                                              
 Insurance Company of Connecticut...                        575                                                           575  
Comprehensive income (loss):                                                                                                   
 Net income (loss)..................                                 (197)                                               (197) 
 Other comprehensive income (loss):                                                                                            
   Unrealized gains (losses) on                                                                                                
    derivative instruments, net of                                                                                             
    income tax......................                                                1                                       1  
   Unrealized investment gains                                                                                                 
    (losses), net of related                                                                                                   
    offsets and income tax..........                                              240           (2)                       238  
                                                                                                                   ----------  
   Other comprehensive income                                                                                                  
    (loss)..........................                                                                                      239  
                                                                                                                   ----------  
 Comprehensive income (loss)........                                                                                       42  
                                       -----    ----   --------  --------     -------        -----       -----     ----------  
Balance at December 31, 2009........      --       2      2,520       771         (33)          (2)         --          3,258  
Comprehensive income (loss):                                                                                                   
 Net income (loss)..................                                  292                                                 292  
 Other comprehensive income (loss):                                                                                            
   Unrealized gains (losses) on                                                                                                
    derivative instruments, net of                                                                                             
    income tax......................                                              (47)                                    (47) 
   Unrealized investment gains                                                                                                 
    (losses), net of related                                                                                                   
    offsets and income tax..........                                              190           (1)                       189  
                                                                                                                   ----------  
   Other comprehensive income                                                                                                  
    (loss)..........................                                                                                      142  
                                                                                                                   ----------  
 Comprehensive income (loss)........                                                                                      434  
                                       -----    ----   --------  --------     -------        -----       -----     ----------  
Balance at December 31, 2010........      --       2      2,520     1,063         110           (3)         --          3,692  
Comprehensive income (loss):                                                                                                   
 Net income (loss)..................                                  541                                                 541  
 Other comprehensive income (loss):                                                                                            
   Unrealized gains (losses) on                                                                                                
    derivative instruments, net of                                                                                             
    income tax......................                                              129                                     129  
   Unrealized investment gains                                                                                                 
    (losses), net of related                                                                                                   
    offsets and income tax..........                                              455           (1)                       454  
   Foreign currency translation                                                                                                
    adjustments, net of income tax..                                                                        (1)            (1) 
                                                                                                                   ----------  
   Other comprehensive income                                                                                                  
    (loss)..........................                                                                                      582  
                                                                                                                   ----------  
 Comprehensive income (loss)........                                                                                    1,123  
                                       -----    ----   --------  --------     -------        -----       -----     ----------  
Balance at December 31, 2011........   $  --    $  2   $  2,520  $  1,604     $   694        $  (4)      $  (1)    $    4,815  
                                       =====    ====   ========  ========     =======        =====       =====     ==========  

SEE ACCOMPANYING NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS.  

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METLIFE INVESTORS USA INSURANCE COMPANY 
(A Wholly-Owned Subsidiary of MetLife Insurance Company of Connecticut) 

CONSOLIDATED STATEMENTS OF CASH FLOWS 
FOR THE YEARS ENDED DECEMBER 31, 2011, 2010 AND 2009  

(IN MILLIONS) 

                                                        [Enlarge/Download Table]

                                                                                                      2011      2010      2009   
                                                                                                    --------  --------  -------- 
                                                                                                                                 
CASH FLOWS FROM OPERATING ACTIVITIES                                                                                             
Net income (loss).................................................................................. $    541  $    292  $   (197)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:                               
  Depreciation and amortization expenses...........................................................       20        23        15 
  Amortization of premiums and accretion of discounts associated with investments, net.............      (45)      (28)      (25)
  (Gains) losses on investments and derivatives, net...............................................     (802)     (233)      627 
  (Income) loss from equity method investments, net of dividends or distributions..................       (2)      (57)        3 
  Interest credited to policyholder account balances...............................................      424       413       409 
  Universal life and investment-type product policy fees...........................................   (1,288)     (991)     (745)
  Change in accrued investment income..............................................................      (14)      (21)      (30)
  Change in premiums, reinsurance and other receivables............................................     (710)   (2,560)   (1,694)
  Change in deferred policy acquisition costs, net.................................................     (578)     (457)     (531)
  Change in income tax recoverable (payable).......................................................      188        61       (42)
  Change in other assets...........................................................................    1,058       711       275 
  Change in insurance-related liabilities and policy-related balances..............................    1,299       971       753 
  Change in other liabilities......................................................................      363     2,079      (109)
  Other, net.......................................................................................       --         1        -- 
                                                                                                    --------  --------  -------- 
Net cash provided by (used in) operating activities................................................      454       204    (1,291)
                                                                                                    --------  --------  -------- 
CASH FLOWS FROM INVESTING ACTIVITIES                                                                                             
Sales, maturities and repayments of:                                                                                             
  Fixed maturity securities........................................................................    3,137     4,488     2,948 
  Equity securities................................................................................        5         1         7 
  Mortgage loans...................................................................................       56        21        31 
  Other limited partnership interests..............................................................       93        46        46 
Purchases of:                                                                                                                    
  Fixed maturity securities........................................................................   (4,274)   (4,983)   (6,059)
  Equity securities................................................................................       (5)       --        (2)
  Mortgage loans...................................................................................     (387)     (600)     (259)
  Real estate joint ventures.......................................................................       (1)       (4)       (5)
  Other limited partnership interests..............................................................     (164)     (161)      (75)
Cash received in connection with freestanding derivatives..........................................       22         2         5 
Cash paid in connection with freestanding derivatives..............................................      (25)      (48)       (9)
Issuances of loans to affiliates...................................................................     (125)       --        -- 
Net change in policy loans.........................................................................      (38)      (14)       (9)
Net change in short-term investments...............................................................     (666)      732       837 
Net change in other invested assets................................................................       25       (80)      (80)
                                                                                                    --------  --------  -------- 
Net cash used in investing activities..............................................................   (2,347)     (600)   (2,624)
                                                                                                    --------  --------  -------- 
CASH FLOWS FROM FINANCING ACTIVITIES                                                                                             
Policyholder account balances:                                                                                                   
  Deposits.........................................................................................    4,984     3,219     4,851 
  Withdrawals......................................................................................   (3,647)   (2,634)   (2,343)
Net change in payables for collateral under securities loaned and other transactions...............      426      (361)      719 
Long-term debt repaid..............................................................................       (3)       --        -- 
Financing element on certain derivative instruments................................................        1        --        -- 
Capital contribution from MetLife Insurance Company of Connecticut.................................       --        --       575 
                                                                                                    --------  --------  -------- 
Net cash provided by financing activities..........................................................    1,761       224     3,802 
                                                                                                    --------  --------  -------- 
Change in cash and cash equivalents................................................................     (132)     (172)     (113)
Cash and cash equivalents, beginning of year.......................................................      240       412       525 
                                                                                                    --------  --------  -------- 
CASH AND CASH EQUIVALENTS, END OF YEAR............................................................. $    108  $    240  $    412 
                                                                                                    ========  ========  ======== 
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:                                                                               
Net cash paid (received) during the year for:                                                                                    
  Interest......................................................................................... $      2  $     --  $     -- 
                                                                                                    ========  ========  ======== 
  Income tax....................................................................................... $     16  $     20  $   (142)
                                                                                                    ========  ========  ======== 
Non-cash transactions during the year:                                                                                           
  Long-term debt issued in exchange for certain other invested assets.............................. $     --  $     45  $     -- 
                                                                                                    ========  ========  ======== 

SEE ACCOMPANYING NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS.  

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METLIFE INVESTORS USA INSURANCE COMPANY 
(A Wholly-Owned Subsidiary of MetLife Insurance Company of Connecticut) 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS  

1. BUSINESS, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING        
POLICIES                                                                        

BUSINESS                                                                      

MetLife Investors USA Insurance Company ("MLI-USA") and its subsidiary and  
affiliate, (the "Company"), a Delaware domiciled life insurance company is a    
wholly-owned subsidiary of MetLife Insurance Company of Connecticut ("MICC").   
MICC is a subsidiary of MetLife, Inc. ("MetLife"). The Company markets,         
administers and insures a broad range of term life and universal and variable   
life insurance policies and variable and fixed annuity contracts.               

BASIS OF PRESENTATION                                                         

The accompanying consolidated financial statements include the accounts of  
MetLife Investors USA Insurance Company and its subsidiary, as well as a        
partnership in which the Company has control. Intercompany accounts and         
transactions have been eliminated.                                              

Certain amounts in the prior years' consolidated financial statements and   
related footnotes thereto have been reclassified to conform with the 2011       
presentation as discussed throughout the Notes to the Consolidated Financial    
Statements.                                                                     

Since the Company is a member of a controlled group of affiliated companies,
its results may not be indicative of those of a stand-alone entity.             

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND CRITICAL ACCOUNTING ESTIMATES  

The preparation of financial statements in conformity with accounting       
principles generally accepted in the United States of America ("GAAP") requires 
management to adopt accounting policies and make estimates and assumptions that 
affect amounts reported in the consolidated financial statements.               

A description of critical estimates is incorporated within the discussion of
the related accounting policies which follows. In applying these policies,      
management makes subjective and complex judgments that frequently require       
estimates about matters that are inherently uncertain. Many of these policies,  
estimates and related judgments are common in the insurance and financial       
services industries; others are specific to the Company's business and          
operations. Actual results could differ from these estimates.                   

Investments                                                                   

The accounting policies for the Company's principal investments are as      
follows:                                                                        

Fixed Maturity and Equity Securities. The Company's fixed maturity and  
equity securities are classified as available-for-sale and are reported at  
their estimated fair value.                                                 

  Unrealized investment gains and losses on these securities are recorded as
a separate component of other comprehensive income (loss), net of           
policyholder-related amounts and deferred income taxes. All security        
transactions are recorded on a trade date basis. Investment gains and losses
on sales of securities are determined on a specific identification basis.   

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METLIFE INVESTORS USA INSURANCE COMPANY 
(A Wholly-Owned Subsidiary of MetLife Insurance Company of Connecticut) 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 

  Interest income on fixed maturity securities is recorded when earned using
an effective yield method giving effect to amortization of premiums and     
accretion of discounts. Dividends on equity securities are recorded when    
declared. Interest, dividends and prepayment fees are recorded in net       
investment income.                                                          

Included within fixed maturity securities are structured securities     
including mortgage-backed and asset-backed securities ("ABS"). Amortization 
of the premium or discount considers the estimated timing and amount of     
prepayments of the underlying loans. Actual prepayment experience is        
periodically reviewed and effective yields are recalculated when differences
arise between the originally anticipated and the actual prepayments received
and currently anticipated. Prepayment assumptions for single class and      
multi-class mortgage-backed and ABS are estimated by management using inputs
 obtained from third-party specialists, including broker-dealers, and based on
management's knowledge of the current market. For credit-sensitive          
mortgage-backed and ABS and certain prepayment-sensitive securities, the    
effective yield is recalculated on a prospective basis. For all other       
mortgage-backed and ABS, the effective yield is recalculated on a           
retrospective basis.                                                        

   The Company periodically evaluates fixed maturity and equity securities for
impairment. The assessment of whether impairments have occurred is based on 
management's case-by-case evaluation of the underlying reasons for the      
decline in estimated fair value. The Company's review of its fixed maturity 
 and equity securities for impairments includes an analysis of the total gross
unrealized losses by three categories of severity and/or age of the gross   
 unrealized loss, as summarized in Note 2 "-- Aging of Gross Unrealized Losses
 and OTTI Losses for Fixed Maturity and Equity Securities Available-for-Sale."

  Management considers a wide range of factors about the security issuer and
uses its best judgment in evaluating the cause of the decline in the        
estimated fair value of the security and in assessing the prospects for     
near-term recovery. Inherent in management's evaluation of the security are 
assumptions and estimates about the operations of the issuer and its future 
earnings potential. Considerations used by the Company in the impairment    
evaluation process include, but are not limited to: (i) the length of time  
and the extent to which the estimated fair value has been below cost or     
amortized cost; (ii) the potential for impairments of securities when the   
issuer is experiencing significant financial difficulties; (iii) the        
potential for impairments in an entire industry sector or sub-sector;       
(iv) the potential for impairments in certain economically depressed        
geographic locations; (v) the potential for impairments of securities where 
 the issuer, series of issuers or industry has suffered a catastrophic type of
loss or has exhausted natural resources; (vi) with respect to fixed maturity
securities, whether the Company has the intent to sell or will more likely  
than not be required to sell a particular security before the decline in    
estimated fair value below amortized cost recovers; (vii) with respect to   
 structured securities, changes in forecasted cash flows after considering the
quality of underlying collateral; expected prepayment speeds; current and   
forecasted loss severity; consideration of the payment terms of the         
underlying assets backing a particular security; and the payment priority   
within the tranche structure of the security; and (viii) other subjective   
factors, including concentrations and information obtained from regulators  
and rating agencies.                                                        

For fixed maturity securities in an unrealized loss position, an        
 other-than-temporary impairment ("OTTI") is recognized in earnings when it is
anticipated that the amortized cost will not be recovered. In such          
situations, the OTTI recognized in earnings is the entire difference between
the fixed maturity security's amortized cost and its estimated fair value   
only when either: (i) the Company has the intent to sell the fixed maturity 
security; or (ii) it is more likely than not that the Company will be       
required to sell the fixed maturity security before recovery of the decline 
in estimated fair value below amortized cost. If neither of these two       
conditions exist, the difference between the amortized cost of the fixed    
maturity security and the present value of projected future cash flows      
expected to be collected is recognized as an OTTI in earnings ("credit      
loss"). If the estimated fair value is less than the present value of       
projected future cash flows expected to be collected, this portion of OTTI  
related to other-than credit factors ("noncredit loss") is recorded in other
comprehensive income (loss). Adjustments are not made for subsequent        
recoveries in value.                                                        

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METLIFE INVESTORS USA INSURANCE COMPANY 
(A Wholly-Owned Subsidiary of MetLife Insurance Company of Connecticut) 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 

With respect to equity securities, the Company considers in its OTTI    
analysis its intent and ability to hold a particular equity security for a  
period of time sufficient to allow for the recovery of its estimated fair   
value to an amount equal to or greater than cost. If a sale decision is made
for an equity security and it is not expected to recover to an amount at    
 least equal to cost prior to the expected time of the sale, the security will
be deemed other-than-temporarily impaired in the period that the sale       
 decision was made and an OTTI loss will be recorded in earnings. When an OTTI
loss has occurred, the OTTI loss is the entire difference between the equity
security's cost and its estimated fair value with a corresponding charge to 
earnings.                                                                   

Upon acquisition, the Company classifies perpetual securities that have 
attributes of both debt and equity as fixed maturity securities if the      
securities have an interest rate step-up feature which, when combined with  
other qualitative factors, indicates that the securities have more debt-like
characteristics; while those with more equity-like characteristics are      
classified as equity securities within non-redeemable preferred stock. Many 
of such securities, commonly referred to as "perpetual hybrid securities,"  
have been issued by non-U.S. financial institutions that are accorded the   
highest two capital treatment categories by their respective regulatory     
bodies (i.e. core capital, or "Tier 1 capital" and perpetual deferrable     
securities, or "Upper Tier 2 capital"). With respect to perpetual hybrid    
 securities, the Company considers in its OTTI analysis whether there has been
any deterioration in credit of the issuer and the likelihood of recovery in 
value of the securities that are in a severe and extended unrealized loss   
 position. The Company also considers whether any perpetual hybrid securities,
with an unrealized loss, regardless of credit rating, have deferred any     
dividend payments. When an OTTI loss has occurred, the OTTI loss is the     
entire difference between the perpetual hybrid security's cost and its      
estimated fair value with a corresponding charge to earnings.               

The Company's methodology and significant inputs used to determine the  
amount of the credit loss on fixed maturity securities are as follows:      

(i)The Company calculates the recovery value by performing a discounted 
cash flow analysis based on the present value of future cash flows
   expected to be received. The discount rate is generally the effective
interest rate of the fixed maturity security prior to impairment. 

(ii)When determining the collectability and the period over which value is
expected to recover, the Company applies the same considerations  
      utilized in its overall impairment evaluation process which incorporates
information regarding the specific security, fundamentals of the  
     industry and geographic area in which the security issuer operates, and
overall macroeconomic conditions. Projected future cash flows are 
     estimated using assumptions derived from management's best estimates of
    likely scenario-based outcomes after giving consideration to a variety
      of variables that include, but are not limited to: general payment terms
of the security; the likelihood that the issuer can service the   
      scheduled interest and principal payments; the quality and amount of any
credit enhancements; the security's position within the capital   
 structure of the issuer; possible corporate restructurings or asset
   sales by the issuer; and changes to the rating of the security or the
issuer by rating agencies.                                        

(iii)Additional considerations are made when assessing the unique features  
that apply to certain structured securities such as residential   
mortgage-backed securities ("RMBS"), commercial mortgage-backed   
  securities ("CMBS") and ABS. These additional factors for structured
   securities include, but are not limited to: the quality of underlying
 collateral; expected prepayment speeds; current and forecasted loss
   severity; consideration of the payment terms of the underlying assets
backing a particular security; and the payment priority within the
tranche structure of the security.                                

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METLIFE INVESTORS USA INSURANCE COMPANY 
(A Wholly-Owned Subsidiary of MetLife Insurance Company of Connecticut) 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 

(iv)When determining the amount of the credit loss for U.S. and foreign   
corporate securities, foreign government securities and state and 
  political subdivision securities, management considers the estimated
  fair value as the recovery value when available information does not
  indicate that another value is more appropriate. When information is
  identified that indicates a recovery value other than estimated fair
    value, management considers in the determination of recovery value the
same considerations utilized in its overall impairment evaluation 
process as described in (ii) above.                               

The cost or amortized cost of fixed maturity and equity securities is   
adjusted for OTTI in the period in which the determination is made. The     
Company does not change the revised cost basis for subsequent recoveries in 
value.                                                                      

In periods subsequent to the recognition of OTTI on a fixed maturity    
security, the Company accounts for the impaired security as if it had been  
purchased on the measurement date of the impairment. Accordingly, the       
discount (or reduced premium) based on the new cost basis is accreted into  
net investment income over the remaining term of the fixed maturity security
in a prospective manner based on the amount and timing of estimated future  
cash flows.                                                                 

Securities Lending. Securities lending transactions, whereby blocks of  
securities, which are included in fixed maturity securities and short-term  
investments, are loaned to third parties, are treated as financing          
arrangements and the associated liability is recorded at the amount of cash 
 received. At the inception of a loan, the Company obtains collateral, usually
 cash, in an amount generally equal to 102% of the estimated fair value of the
securities loaned and maintains it at a level greater than or equal to 100% 
for the duration of the loan. The Company monitors the estimated fair value 
 of the securities loaned on a daily basis with additional collateral obtained
as necessary. Income and expenses associated with securities lending        
transactions are reported as investment income and investment expense,      
respectively, within net investment income.                                 

Mortgage Loans. For the purposes of determining valuation allowances the
Company disaggregates its mortgage loan investments into two portfolio      
segments: commercial and agricultural.                                      

 Mortgage loans are stated at unpaid principal balance, adjusted for any
unamortized premium or discount, deferred fees or expenses, and net of    
 valuation allowances. Interest income is accrued on the principal amount of
the loan based on the loan's contractual interest rate. Amortization of   
premiums and discounts is recorded using the effective yield method.      
 Interest income, amortization of premiums and discounts and prepayment fees
are reported in net investment income. Interest ceases to accrue when     
collection of interest is not considered probable and/or when interest or 
principal payments are past due as follows: commercial -- 60 days; and    
agricultural -- 90 days. When a loan is placed on non-accrual status,     
 uncollected past due interest is charged-off against net investment income.
Generally, the accrual of interest income resumes after all delinquent    
amounts are paid and management believes all future principal and interest
  payments will be collected. Cash receipts on non-accruing loans are recorded
in accordance with the loan agreement as a reduction of principal and/or  
interest income. Charge-offs occur upon the realization of a credit loss, 
typically through foreclosure or after a decision is made to sell a loan. 
Gain or loss upon charge-off is recorded, net of previously established   
valuation allowances, in net investment gains (losses). Cash recoveries on
principal amounts previously charged-off are generally recorded as an     
increase to the valuation allowance, unless the valuation allowance       
adequately provides for expected credit losses; then the recovery is      
recorded in net investment gains (losses). Gains and losses from sales of 
  loans and increases or decreases to valuation allowances are recorded in net
investment gains (losses).                                                

Mortgage loans are considered to be impaired when it is probable that 
based upon current information and events, the Company will be unable to  
collect all amounts due under the contractual terms of the loan agreement.

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METLIFE INVESTORS USA INSURANCE COMPANY 
(A Wholly-Owned Subsidiary of MetLife Insurance Company of Connecticut) 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 

  Specific valuation allowances are established using the same methodology for
both portfolio segments as the excess carrying value of a loan over either
  (i) the present value of expected future cash flows discounted at the loan's
original effective interest rate, (ii) the estimated fair value of the    
  loan's underlying collateral if the loan is in the process of foreclosure or
  otherwise collateral dependent, or (iii) the loan's observable market price.
A common evaluation framework is used for establishing non-specific       
valuation allowances for all loan portfolio segments; however, a separate 
 non-specific valuation allowance is calculated and maintained for each loan
portfolio segment that is based on inputs unique to each loan portfolio   
segment. Non-specific valuation allowances are established for pools of   
loans with similar risk characteristics where a property-specific or      
market-specific risk has not been identified, but for which the Company   
expects to incur a credit loss. These evaluations are based upon several  
 loan portfolio segment-specific factors, including the Company's experience
  for loan losses, defaults and loss severity, and loss expectations for loans
with similar risk characteristics. These evaluations are revised as       
conditions change and new information becomes available.                  

    For commercial and agricultural mortgage loans, the Company typically uses
10 years or more of historical experience in establishing non-specific    
 valuation allowances. For commercial mortgage loans, 20 years of historical
 experience is used which captures multiple economic cycles. For evaluations
of commercial mortgage loans, in addition to historical experience,       
management considers factors that include the impact of a rapid change to 
the economy, which may not be reflected in the loan portfolio, and recent 
loss and recovery trend experience as compared to historical loss and     
recovery experience. For agricultural mortgage loans, ten years of        
historical experience is used which captures a full economic cycle. For   
evaluations of agricultural loans, in addition to historical experience,  
management considers factors that include increased stress in certain     
 sectors, which may be evidenced by higher delinquency rates, or a change in
the number of higher risk loans. For commercial and agricultural mortgage 
loans, on a quarterly basis, management incorporates the impact of these  
  current market events and conditions on historical experience in determining
 the non-specific valuation allowance established for each portfolio segment
level.                                                                    

    All commercial loans are reviewed on an ongoing basis which may include an
 analysis of the property financial statements and rent roll, lease rollover
  analysis, property inspections, market analysis, estimated valuations of the
underlying collateral, loan-to-value ratios, debt service coverage ratios,
and tenant creditworthiness. All agricultural loans are monitored on an   
ongoing basis. The monitoring process focuses on higher risk loans, which 
include those that are classified as restructured, potentially delinquent,
delinquent or in foreclosure, as well as loans with higher loan-to-value  
ratios and lower debt service coverage ratios. The monitoring process for 
 agricultural loans is generally similar, with a focus on higher risk loans,
including reviews on a geographic and property-type basis. Higher risk    
commercial and agricultural loans are reviewed individually on an ongoing 
basis for potential credit loss and specific valuation allowances are     
established using the methodology described above for all loan portfolio  
segments. Quarterly, the remaining loans are reviewed on a pool basis by  
aggregating groups of loans that have similar risk characteristics for    
  potential credit loss, and non-specific valuation allowances are established
 as described above using inputs that are unique to each segment of the loan
portfolio.                                                                

 For commercial loans, the Company's primary credit quality indicator is
the debt service coverage ratio, which compares a property's net operating
  income to amounts needed to service the principal and interest due under the
loan. Generally, the lower the debt service coverage ratio, the higher the
risk of experiencing a credit loss. The Company also reviews the          
loan-to-value ratio of its commercial loan portfolio. Loan-to-value ratios
  compare the unpaid principal balance of the loan to the estimated fair value
of the underlying collateral. A loan-to-value ratio greater than 100%     
indicates that the loan's unpaid principal                                

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METLIFE INVESTORS USA INSURANCE COMPANY 
(A Wholly-Owned Subsidiary of MetLife Insurance Company of Connecticut) 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 

 balance is greater than the collateral value. A loan-to-value ratio of less
than 100% indicates an excess of collateral value over the loan's unpaid  
  principal balance. Generally, the higher the loan-to-value ratio, the higher
 the risk of experiencing a credit loss. The debt service coverage ratio and
loan-to-value ratio, as well as the values utilized in calculating these  
  ratios, are updated annually, on a rolling basis, with a portion of the loan
portfolio updated each quarter.                                           

   For agricultural loans, the Company's primary credit quality indicator is
the loan-to-value ratio. The values utilized in calculating this ratio are
developed in connection with the ongoing review of the agricultural loan  
portfolio and are routinely updated.                                      

Mortgage Loans Modified in a Troubled Debt Restructuring. For a small 
portion of the portfolio, classified as troubled debt restructurings,     
concessions are granted related to the borrowers' financial difficulties. 
Generally, the types of concessions include: reduction of the contractual 
  interest rate, extension of the maturity date at an interest rate lower than
current market interest rates and/or a reduction of accrued interest. The 
amount, timing and extent of the concession granted is considered in      
determining any impairment or changes in the specific valuation allowance 
recorded in connection with the troubled debt restructuring. Through the  
 continuous portfolio monitoring process, a specific valuation allowance may
have been recorded prior to the quarter when the mortgage loan is modified
in a troubled debt restructuring. Accordingly, the carrying value (after  
specific valuation allowance) before and after modification through a     
  troubled debt restructuring may not change significantly, or may increase if
the expected recovery is higher than the pre-modification recovery        
assessment.                                                               

Policy Loans. Policy loans are stated at unpaid principal balances.     
Interest income on such loans is recorded as earned in net investment income
using the contractually agreed upon interest rate. Generally, interest is   
capitalized on the policy's anniversary date. Valuation allowances are not  
established for policy loans, as these loans are fully collateralized by the
cash surrender value of the underlying insurance policies. Any unpaid       
principal or interest on the loan is deducted from the cash surrender value 
or the death benefit prior to settlement of the policy.                     

Real Estate Joint Ventures and Other Limited Partnership Interests. The 
Company uses the equity method of accounting for investments in real estate 
joint ventures and other limited partnership interests consisting of        
leveraged buy-out funds, hedge funds and other private equity funds in which
it has more than a minor ownership interest or more than a minor influence  
over the joint venture's or partnership's operations, but does not have a   
 controlling interest and is not the primary beneficiary. The equity method is
also used for such investments in which the Company has more than a minor   
influence or more than a 20% interest. Generally, the Company records its   
 share of earnings using a three-month lag methodology for instances where the
timely financial information is not available and the contractual agreements
provide for the delivery of the investees' financial information after the  
end of the Company's reporting period. The Company uses the cost method of  
accounting for investments in real estate joint ventures and other limited  
 partnership interests in which it has a minor equity investment and virtually
no influence over the joint ventures' or the partnership's operations. Based
on the nature and structure of these investments, they do not meet the      
characteristics of an equity security. The Company reports the distributions
from real estate joint ventures and other limited partnership interests     
accounted for under the cost method and equity in earnings from real estate 
joint ventures and other limited partnership interests accounted for under  
the equity method in net investment income. In addition to the investees    
performing regular evaluations for the impairment of underlying investments,
 the Company routinely evaluates its investments in real estate joint ventures
and other limited partnerships for impairments. The Company considers its   
 cost method investments for OTTI when the carrying value of real estate joint

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METLIFE INVESTORS USA INSURANCE COMPANY 
(A Wholly-Owned Subsidiary of MetLife Insurance Company of Connecticut) 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 

ventures and other limited partnership interests exceeds the net asset value
("NAV"). The Company takes into consideration the severity and duration of  
this excess when deciding if the cost method investment is                  
other-than-temporarily impaired. For equity method investees, the Company   
considers financial and other information provided by the investee, other   
known information and inherent risks in the underlying investments, as well 
as future capital commitments, in determining whether an impairment has     
occurred. When an OTTI is deemed to have occurred, the Company records a    
realized capital loss within net investment gains (losses) to record the    
investment at its estimated fair value.                                     

   Short-term Investments. Short-term investments include securities and other
investments with remaining maturities of one year or less, but greater than 
three months, at the time of purchase and are stated at estimated fair value
or amortized cost, which approximates estimated fair value. Short-term      
investments also include investments in affiliated money market pools.      

Other Invested Assets. Other invested assets consist principally of     
freestanding derivatives with positive estimated fair values, loans to      
affiliates, leveraged leases and tax credit partnerships.                   

  Freestanding derivatives with positive estimated fair values are described
in "-- Derivative Financial Instruments" below.                             

Loans to affiliates are stated at unpaid principal balance, adjusted for
amortization of any unamortized premium or discount.                        

Leveraged leases are recorded net of non-recourse debt. The Company     
recognizes income on the leveraged leases by applying the leveraged lease's 
estimated rate of return to the net investment in the lease. The Company    
regularly reviews residual values and impairs them to expected values.      

Tax credit partnerships are established for the purpose of investing in 
low-income housing and other social causes, where the primary return on     
investment is in the form of income tax credits and are accounted for under 
the equity method or under the effective yield method. The Company reports  
the equity in earnings of tax credit partnerships in net investment income. 

  Investments Risks and Uncertainties. The Company's investments are exposed
to four primary sources of risk: credit, interest rate, liquidity risk, and 
market valuation. The financial statement risks, stemming from such         
investment risks, are those associated with the determination of estimated  
fair values, the diminished ability to sell certain investments in times of 
strained market conditions, the recognition of impairments, the recognition 
of income on certain investments and the potential consolidation of variable
interest entities ("VIEs"). The use of different methodologies, assumptions 
and inputs relating to these financial statement risks may have a material  
 effect on the amounts presented within the consolidated financial statements.

When available, the estimated fair value of the Company's fixed maturity
and equity securities are based on quoted prices in active markets that are 
 readily and regularly obtainable. Generally, these are the most liquid of the
Company's securities holdings and valuation of these securities does not    
involve management judgment.                                                

 When quoted prices in active markets are not available, the determination
of estimated fair value is based on market standard valuation methodologies 
as described in "-- Fair Value" below and in Note 4. Such estimated fair    
values are based on available market information and management's judgments 
about financial instruments. The observable and unobservable inputs used in 
the standard market valuation methodologies are described in Note 4.        

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METLIFE INVESTORS USA INSURANCE COMPANY 
(A Wholly-Owned Subsidiary of MetLife Insurance Company of Connecticut) 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 

Financial markets are susceptible to severe events evidenced by rapid   
depreciation in asset values accompanied by a reduction in asset liquidity. 
The Company's ability to sell securities, or the price ultimately realized  
 for these securities, depends upon the demand and liquidity in the market and
increases the use of judgment in determining the estimated fair value of    
certain securities.                                                         

   The determination of the amount of valuation allowances and impairments, as
applicable, is described previously by investment type. The determination of
such valuation allowances and impairments is highly subjective and is based 
upon the Company's periodic evaluation and assessment of known and inherent 
risks associated with the respective asset class. Such evaluations and      
assessments are revised as conditions change and new information becomes    
available.                                                                  

The recognition of income on certain investments (e.g. structured       
securities, including mortgage-backed and ABS, and certain structured       
investment transactions) is dependent upon prepayments and defaults, which  
could result in changes in amounts to be earned.                            

  The Company has invested in certain structured transactions that are VIEs.
These structured transactions include asset-backed securitizations, hybrid  
securities, real estate joint ventures, other limited partnership interests,
and limited liability companies. The Company consolidates those VIEs for    
which it is deemed to be the primary beneficiary.                           

The accounting guidance for the determination of when an entity is a VIE
and when to consolidate a VIE is complex and requires significant management
judgment. The determination of the VIE's primary beneficiary requires an    
evaluation of the contractual and implied rights and obligations associated 
 with each party's relationship with or involvement in the entity, an estimate
of the entity's expected losses and expected residual returns and the       
allocation of such estimates to each party involved in the entity. The      
Company generally uses a qualitative approach to determine whether it is the
primary beneficiary.                                                        

For most VIEs, the entity that has both the ability to direct the most  
significant activities of the VIE and the obligation to absorb losses or    
receive benefits that could be significant to the VIE is considered the     
 primary beneficiary. However, for VIEs that are investment companies or apply
measurement principles consistent with those utilized by investment         
companies, the primary beneficiary is based on a risks and rewards model and
is defined as the entity that will absorb a majority of a VIE's expected    
losses, receive a majority of a VIE's expected residual returns if no single
 entity absorbs a majority of expected losses, or both. The Company reassesses
its involvement with VIEs on an annual basis. The use of different          
methodologies, assumptions and inputs in the determination of the primary   
beneficiary could have a material effect on the amounts presented within the
consolidated financial statements.                                          

Derivative Financial Instruments                                              

Derivatives are financial instruments whose values are derived from interest
rates, foreign currency exchange rates, credit spreads and/or other financial   
indices. Derivatives may be exchange-traded or contracted in the                
over-the-counter ("OTC") market. The Company uses a variety of derivatives,     
including swaps, forwards, futures and option contracts, to manage various      
risks relating to its ongoing business operations. To a lesser extent, the      
Company uses credit derivatives, such as credit default swaps, to synthetically 
replicate investment risks and returns which are not readily available in the   
cash market. The Company also purchases certain securities, issues certain      
insurance policies and investment contracts and engages in certain reinsurance  
agreements that have embedded derivatives.                                      

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METLIFE INVESTORS USA INSURANCE COMPANY 
(A Wholly-Owned Subsidiary of MetLife Insurance Company of Connecticut) 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 

Freestanding derivatives are carried in the Company's consolidated balance  
sheets either as assets within other invested assets or as liabilities within   
other liabilities at estimated fair value as determined through the use of      
quoted market prices for exchange-traded derivatives or through the use of      
pricing models for OTC derivatives. The determination of estimated fair value   
of freestanding derivatives, when quoted market values are not available, is    
based on market standard valuation methodologies and inputs that management     
believes are consistent with what other market participants would use when      
pricing the instruments. Derivative valuations can be affected by changes in    
interest rates, foreign currency exchange rates, financial indices, credit      
spreads, default risk, nonperformance risk, volatility, liquidity and changes   
in estimates and assumptions used in the pricing models.                        

Accruals on derivatives are generally recorded in accrued investment income 
or within other liabilities in the consolidated balance sheets. However,        
accruals that are not expected to settle within one year are included with the  
derivative carrying value in other invested assets or other liabilities.        

 The Company does not offset the fair value amounts recognized for derivatives
executed with the same counterparty under the same master netting agreement.    

If a derivative is not designated as an accounting hedge or its use in      
managing risk does not qualify for hedge accounting, changes in the estimated   
fair value of the derivative are generally reported in net derivative gains     
(losses) except for those in net investment income for economic hedges of       
equity method investments in joint ventures. The fluctuations in estimated fair 
value of derivatives which have not been designated for hedge accounting can    
result in significant volatility in net income.                                 

To qualify for hedge accounting, at the inception of the hedging            
relationship, the Company formally documents its risk management objective and  
strategy for undertaking the hedging transaction, as well as its designation of 
the hedge as either (i) a hedge of the estimated fair value of a recognized     
asset or liability ("fair value hedge"); or (ii) a hedge of a forecasted        
transaction or of the variability of cash flows to be received or paid related  
to a recognized asset or liability ("cash flow hedge"). In this documentation,  
the Company sets forth how the hedging instrument is expected to hedge the      
designated risks related to the hedged item and sets forth the method that will 
be used to retrospectively and prospectively assess the hedging instrument's    
effectiveness and the method which will be used to measure ineffectiveness. A   
derivative designated as a hedging instrument must be assessed as being highly  
effective in offsetting the designated risk of the hedged item. Hedge           
effectiveness is formally assessed at inception and periodically throughout the 
life of the designated hedging relationship. Assessments of hedge effectiveness 
and measurements of ineffectiveness are also subject to interpretation and      
estimation and different interpretations or estimates may have a material       
effect on the amount reported in net income.                                    

The accounting for derivatives is complex and interpretations of the primary
accounting guidance continue to evolve in practice. Judgment is applied in      
determining the availability and application of hedge accounting designations   
and the appropriate accounting treatment under such accounting guidance. If it  
was determined that hedge accounting designations were not appropriately        
applied, reported net income could be materially affected.                      

Under a fair value hedge, changes in the estimated fair value of the hedging
derivative, including amounts measured as ineffectiveness, and changes in the   
estimated fair value of the hedged item related to the designated risk being    
hedged, are reported within net derivative gains (losses). The estimated fair   
values of the hedging derivatives are exclusive of any accruals that are        
separately reported in the consolidated statements of operations within         
interest income or interest expense to match the location of the hedged item.   

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METLIFE INVESTORS USA INSURANCE COMPANY 
(A Wholly-Owned Subsidiary of MetLife Insurance Company of Connecticut) 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 

Under a cash flow hedge, changes in the estimated fair value of the hedging 
derivative measured as effective are reported within other comprehensive income 
(loss), a separate component of stockholder's equity and the deferred gains or  
losses on the derivative are reclassified into the consolidated statements of   
operations when the Company's earnings are affected by the variability in cash  
flows of the hedged item. Changes in the estimated fair value of the hedging    
instrument measured as ineffectiveness are reported within net derivative gains 
(losses). The estimated fair values of the hedging derivatives are exclusive of 
any accruals that are separately reported in the consolidated statements of     
operations within interest income or interest expense to match the location of  
the hedged item.                                                                

The Company discontinues hedge accounting prospectively when: (i) it is     
determined that the derivative is no longer highly effective in offsetting      
changes in the estimated fair value or cash flows of a hedged item; (ii) the    
derivative expires, is sold, terminated, or exercised; (iii) it is no longer    
probable that the hedged forecasted transaction will occur; or (iv) the         
derivative is de-designated as a hedging instrument.                            

When hedge accounting is discontinued because it is determined that the     
derivative is not highly effective in offsetting changes in the estimated fair  
value or cash flows of a hedged item, the derivative continues to be carried in 
the consolidated balance sheets at its estimated fair value, with changes in    
estimated fair value recognized currently in net derivative gains (losses). The 
carrying value of the hedged recognized asset or liability under a fair value   
hedge is no longer adjusted for changes in its estimated fair value due to the  
hedged risk, and the cumulative adjustment to its carrying value is amortized   
into income over the remaining life of the hedged item. Provided the hedged     
forecasted transaction is still probable of occurrence, the changes in          
estimated fair value of derivatives recorded in other comprehensive income      
(loss) related to discontinued cash flow hedges are released into the           
consolidated statements of operations when the Company's earnings are affected  
by the variability in cash flows of the hedged item.                            

When hedge accounting is discontinued because it is no longer probable that 
the forecasted transactions will occur on the anticipated date or within two    
months of that date, the derivative continues to be carried in the consolidated 
balance sheets at its estimated fair value, with changes in estimated fair      
value recognized currently in net derivative gains (losses). Deferred gains and 
losses of a derivative recorded in other comprehensive income (loss) pursuant   
to the discontinued cash flow hedge of a forecasted transaction that is no      
longer probable are recognized immediately in net derivative gains (losses).    

In all other situations in which hedge accounting is discontinued, the      
derivative is carried at its estimated fair value in the consolidated balance   
sheets, with changes in its estimated fair value recognized in the current      
period as net derivative gains (losses).                                        

The Company issues certain products and purchases certain investments that  
contain embedded derivatives. The Company assesses each identified embedded     
derivative to determine whether it is required to be bifurcated. If the         
instrument would not be accounted for in its entirety at estimated fair value   
and it is determined that the terms of the embedded derivative are not clearly  
and closely related to the economic characteristics of the host contract, and   
that a separate instrument with the same terms would qualify as a derivative    
instrument, the embedded derivative is bifurcated from the host contract and    
accounted for as a freestanding derivative. Such embedded derivatives are       
carried in the consolidated balance sheets at estimated fair value with the     
host contract and changes in their estimated fair value are generally reported  
in net derivative gains (losses). If the Company is unable to properly identify 
and measure an embedded derivative for separation from its host contract, the   
entire contract is carried on the balance sheet at estimated fair value, with   
changes in estimated fair value recognized in the current period in net         
investment gains (losses) or net investment income. Additionally, the Company   
may                                                                             

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METLIFE INVESTORS USA INSURANCE COMPANY 
(A Wholly-Owned Subsidiary of MetLife Insurance Company of Connecticut) 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 

elect to carry an entire contract on the balance sheet at estimated fair value, 
with changes in estimated fair value recognized in the current period in net    
investment gains (losses) or net investment income if that contract contains an 
embedded derivative that requires bifurcation.                                  

Fair Value                                                                    

As described below, certain assets and liabilities are measured at estimated
fair value in the Company's consolidated balance sheets. In addition, the notes 
to these consolidated financial statements include further disclosures of       
estimated fair values. The Company defines fair value as the price that would   
be received to sell an asset or paid to transfer a liability (an exit price) in 
the principal or most advantageous market for the asset or liability in an      
orderly transaction between market participants on the measurement date. In     
most cases, the exit price and the transaction (or entry) price will be the     
same at initial recognition.                                                    

 Subsequent to initial recognition, fair values are based on unadjusted quoted
prices for identical assets or liabilities in active markets that are readily   
and regularly obtainable. When such quoted prices are not available, fair       
values are based on quoted prices in markets that are not active, quoted prices 
for similar but not identical assets or liabilities, or other observable        
inputs. If these inputs are not available, or observable inputs are not         
determinative, unobservable inputs and/or adjustments to observable inputs      
requiring management judgment are used to determine the fair value of assets    
and liabilities.                                                                

The Company considers three broad valuation techniques: (i) the market      
approach, (ii) the income approach, and (iii) the cost approach. The Company    
determines the most appropriate valuation technique to use, given what is being 
measured and the availability of sufficient inputs, giving priority to          
observable inputs. The Company categorizes its assets and liabilities measured  
at estimated fair value into a three-level hierarchy, based on the significant  
input with the lowest level in its valuation. The input levels are as follows:  

                                                        [Enlarge/Download Table]
                                                                                                         
Level 1  Unadjusted quoted prices in active markets for identical assets or liabilities. The Company     
         defines active markets based on average trading volume for equity securities. The size of the   
         bid/ask spread is used as an indicator of market activity for fixed maturity securities.        

Level 2  Quoted prices in markets that are not active or inputs that are observable either directly or   
         indirectly. These inputs can include quoted prices for similar assets or liabilities other than 
         quoted prices in Level 1, quoted prices in markets that are not active, or other significant    
         inputs that are observable or can be derived principally from or corroborated by observable     
         market data for substantially the full term of the assets or liabilities.                       

Level 3  Unobservable inputs that are supported by little or no market activity and are significant to   
         the estimated fair value of the assets or liabilities. Unobservable inputs reflect the reporting
         entity's own assumptions about the assumptions that market participants would use in pricing    
         the asset or liability.                                                                         

Cash and Cash Equivalents                                                     

The Company considers all highly liquid securities and other investments    
purchased with an original or remaining maturity of three months or less at the 
date of purchase to be cash equivalents. Cash equivalents are stated at         
amortized cost, which approximates estimated fair value.                        

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METLIFE INVESTORS USA INSURANCE COMPANY 
(A Wholly-Owned Subsidiary of MetLife Insurance Company of Connecticut) 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 

Computer Software                                                             

 Computer software, which is included in other assets, is stated at cost, less
accumulated amortization. Purchased software costs, as well as certain internal 
and external costs incurred to develop internal-use computer software during    
the application development stage, are capitalized. Such costs are amortized    
generally over a four-year period using the straight-line method. The cost      
basis of computer software was $84 million and $90 million at December 31, 2011 
and 2010, respectively. Accumulated amortization of capitalized software was    
$35 million and $41 million at December 31, 2011 and 2010, respectively.        
Related amortization expense was $12 million, $16 million and $10 million for   
the years ended December 31, 2011, 2010 and 2009, respectively.                 

Deferred Policy Acquisition Costs                                             

The Company incurs significant costs in connection with acquiring new and   
renewal insurance business. Costs that vary with and relate to the production   
of new business are deferred as deferred policy acquisition costs ("DAC"). Such 
costs consist principally of commissions, certain agency expenses and policy    
issuance expenses. The recovery of DAC is dependent upon the future             
profitability of the related business.                                          

The Company amortizes DAC on life insurance or investment-type contracts in 
proportion to gross premiums, gross margins or gross profits, depending on the  
type of contract as described below.                                            

The Company amortizes DAC related to non-participating and                  
non-dividend-paying traditional contracts (primarily term insurance) over the   
appropriate premium paying period in proportion to the present value of actual  
historic and expected future gross premiums. The present value of expected      
premiums is based upon the premium requirement of each policy and assumptions   
for mortality, persistency and investment returns at policy issuance, that      
include provisions for adverse deviation that are consistent with the           
assumptions used to calculate future policyholder benefit liabilities. These    
assumptions are not revised after policy issuance or acquisition unless the DAC 
balance is deemed to be unrecoverable from future expected profits. Absent a    
premium deficiency, variability in amortization after policy issuance or        
acquisition is caused only by variability in premium volumes.                   

The Company amortizes DAC related to participating, dividend-paying         
traditional contracts over the estimated lives of the contracts in proportion   
to actual and expected future gross margins. The amortization includes interest 
based on rates in effect at inception of the contracts. The future gross        
margins are dependent principally on investment returns, policyholder dividend  
scales, mortality, persistency, expenses to administer the business,            
creditworthiness of reinsurance counterparties and certain economic variables,  
such as inflation. Of these factors, the Company anticipates that investment    
returns, expenses, persistency and other factor changes, as well as             
policyholder dividend scales are reasonably likely to impact significantly the  
rate of DAC amortization. Each reporting period, the Company updates the        
estimated gross margins with the actual gross margins for that period. When the 
actual gross margins change from previously estimated gross margins, the        
cumulative DAC amortization is re-estimated and adjusted by a cumulative charge 
or credit to current operations. When actual gross margins exceed those         
previously estimated, the DAC amortization will increase, resulting in a        
current period charge to earnings. The opposite result occurs when the actual   
gross margins are below the previously estimated gross margins. Each reporting  
period, the Company also updates the actual amount of business in-force, which  
impacts expected future gross margins. When expected future gross margins are   
below those previously estimated, the DAC amortization will increase, resulting 
in a current period charge to earnings. The opposite result occurs when the     
expected future gross margins are above the previously estimated expected       
future gross margins. Each period, the Company also reviews the estimated gross 
margins for each block of business to determine the recoverability of DAC       
balances.                                                                       

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METLIFE INVESTORS USA INSURANCE COMPANY 
(A Wholly-Owned Subsidiary of MetLife Insurance Company of Connecticut) 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 

The Company amortizes DAC related to fixed and variable universal life      
contracts and fixed and variable deferred annuity contracts over the estimated  
lives of the contracts in proportion to actual and expected future gross        
profits. The amortization includes interest based on rates in effect at         
inception or acquisition of the contracts. The amount of future gross profits   
is dependent principally upon returns in excess of the amounts credited to      
policyholders, mortality, persistency, interest crediting rates, expenses to    
administer the business, creditworthiness of reinsurance counterparties, the    
effect of any hedges used and certain economic variables, such as inflation. Of 
these factors, the Company anticipates that investment returns, expenses and    
persistency are reasonably likely to impact significantly the rate of DAC       
amortization. Each reporting period, the Company updates the estimated gross    
profits with the actual gross profits for that period. When the actual gross    
profits change from previously estimated gross profits, the cumulative DAC      
amortization is re-estimated and adjusted by a cumulative charge or credit to   
current operations. When actual gross profits exceed those previously           
estimated, the DAC amortization will increase, resulting in a current period    
charge to earnings. The opposite result occurs when the actual gross profits    
are below the previously estimated gross profits. Each reporting period, the    
Company also updates the actual amount of business remaining in-force, which    
impacts expected future gross profits. When expected future gross profits are   
below those previously estimated, the DAC amortization will increase, resulting 
in a current period charge to earnings. The opposite result occurs when the     
expected future gross profits are above the previously estimated expected       
future gross profits. Each period, the Company also reviews the estimated gross 
profits for each block of business to determine the recoverability of DAC       
balances.                                                                       

Separate account rates of return on variable universal life contracts and   
variable deferred annuity contracts affect in-force account balances on such    
contracts each reporting period which can result in significant fluctuations in 
amortization of DAC. Returns that are higher than the Company's long-term       
expectation produce higher account balances, which increases the Company's      
future fee expectations and decreases future benefit payment expectations on    
minimum death and living benefit guarantees, resulting in higher expected       
future gross profits. The opposite result occurs when returns are lower than    
the Company's long-term expectation. The Company's practice to determine the    
impact of gross profits resulting from returns on separate accounts assumes     
that long-term appreciation in equity markets is not changed by short-term      
market fluctuations, but is only changed when sustained interim deviations are  
expected. The Company monitors these events and only changes the assumption     
when its long-term expectation changes.                                         

The Company also periodically reviews other long-term assumptions underlying
the projections of estimated gross margins and profits. These include           
investment returns, policyholder dividend scales, interest crediting rates,     
mortality, persistency and expenses to administer business. Management annually 
updates assumptions used in the calculation of estimated gross margins and      
profits which may have significantly changed. If the update of assumptions      
causes expected future gross margins and profits to increase, DAC amortization  
will decrease, resulting in a current period increase to earnings. The opposite 
result occurs when the assumption update causes expected future gross margins   
and profits to decrease.                                                        

Periodically, the Company modifies product benefits, features, rights or    
coverages that occur by the exchange of a contract for a new contract, or by    
amendment, endorsement, or rider to a contract, or by election or coverage      
within a contract. If such modification, referred to as an internal             
replacement, substantially changes the contract, the associated DAC is written  
off immediately through income and any new deferrable costs associated with the 
replacement contract are deferred. If the modification does not substantially   
change the contract, the DAC amortization on the original contract will         
continue and any acquisition costs associated with the related modification are 
expensed.                                                                       

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METLIFE INVESTORS USA INSURANCE COMPANY 
(A Wholly-Owned Subsidiary of MetLife Insurance Company of Connecticut) 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 

Sales Inducements                                                             

The Company generally has two different types of sales inducements which are
included in other assets: (i) the policyholder receives a bonus whereby the     
policyholder's initial account balance is increased by an amount equal to a     
specified percentage of the customer's deposit; and (ii) the policyholder       
receives a higher interest rate using a dollar cost averaging method than would 
have been received based on the normal general account interest rate credited.  
The Company defers sales inducements and amortizes them over the life of the    
policy using the same methodology and assumptions used to amortize DAC. The     
amortization of sales inducements is included in policyholder benefits and      
claims. Each year, or more frequently if circumstances indicate a potentially   
significant recoverability issue exists, the Company reviews the deferred sales 
inducements to determine the recoverability of these balances.                  

Value of Distribution Agreements                                              

Value of distribution agreements acquired ("VODA") is reported in other     
assets and represents the present value of expected future profits associated   
with the expected future business derived from the distribution agreements. The 
VODA associated with past acquisitions contributed to the Company by MetLife is 
amortized over useful lives ranging from 10 to 30 years and such amortization   
is included in other expenses. Each year, or more frequently if circumstances   
indicate a potentially significant recoverability issue exists, the Company     
reviews VODA to determine the recoverability of these balances.                 

Liability for Future Policy Benefits and Policyholder Account Balances        

The Company establishes liabilities for amounts payable under insurance     
policies, including traditional life insurance and traditional annuities.       
Generally, amounts are payable over an extended period of time and related      
liabilities are calculated as the present value of future expected benefits to  
be paid reduced by the present value of future expected premiums. Such          
liabilities are established based on methods and underlying assumptions in      
accordance with GAAP and applicable actuarial standards. Principal assumptions  
used in the establishment of liabilities for future policy benefits are         
mortality, policy lapse, renewal, investment returns, inflation, expenses and   
other contingent events as appropriate to the respective product type. These    
assumptions are established at the time the policy is issued and are intended   
to estimate the experience for the period the policy benefits are payable.      
Utilizing these assumptions, liabilities are established on a block of business 
basis. For long duration insurance contracts, assumptions such as mortality and 
interest rates are "locked in" upon the issuance of new business. However,      
significant adverse changes in experience on such contracts may require us to   
establish premium deficiency reserves. Such reserves are determined based on    
assumptions at the time the premium deficiency reserve is established and do    
not include a provision for adverse deviation.                                  

The Company began selling participating traditional life insurance policies 
in 2011. Such policies are 90% reinsured. Future policy benefit liabilities for 
participating traditional life insurance policies are equal to the aggregate of 
net level premium reserves for death and endowment policy benefits (calculated  
based upon the non-forfeiture interest rate of 4%, and mortality rates          
guaranteed in calculating the cash surrender values described in such           
contracts).                                                                     

Participating business represented approximately 1% of the Company's life   
insurance in-force at December 31, 2011. Participating policies represented     
approximately 12% of gross life insurance premiums for the year ended           
December 31, 2011.                                                              

Future policy benefit liabilities for non-participating traditional life    
insurance policies are equal to the aggregate of the present value of expected  
future benefit payments and related expenses less the present value of          

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METLIFE INVESTORS USA INSURANCE COMPANY 
(A Wholly-Owned Subsidiary of MetLife Insurance Company of Connecticut) 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 

expected future net premiums. Assumptions as to mortality and persistency are   
based upon the Company's experience when the basis of the liability is          
established. Interest rate assumptions for the aggregate future policy benefit  
liabilities range from 4% to 7%.                                                

Future policy benefit liabilities for traditional fixed annuities after     
annuitization are equal to the present value of expected future payments.       
Interest rate assumptions used in establishing such liabilities range from 4%   
to 8%.                                                                          

Liabilities for universal and variable life secondary guarantees are        
determined by estimating the expected value of death benefits payable when the  
account balance is projected to be zero and recognizing those benefits ratably  
over the accumulation period based on total expected assessments. The           
assumptions used in estimating the secondary guarantee liabilities are          
consistent with those used for amortizing DAC, and are thus subject to the same 
variability and risk. The assumptions of investment performance and volatility  
for variable products are consistent with historical Standard & Poor's ("S&P")  
experience of the appropriate underlying equity index, such as the S&P 500      
Index. The benefits used in calculating the liabilities are based on the        
average benefits payable over a range of scenarios.                             

Future policy benefit liabilities are established for certain variable      
annuity products with guaranteed minimum benefits as described below under "--  
Variable Annuity Guaranteed Minimum Benefits."                                  

The Company regularly reviews its estimates of actuarial liabilities for    
future policy benefits and compares them with its actual experience.            
Differences between actual experience and the assumptions used in pricing these 
policies and guarantees, and in the establishment of the related liabilities,   
result in changes in the additional liability balances with related charges or  
credits to benefit expenses in the period in which the changes occur.           

Policyholder account balances ("PABs") relate to investment-type contracts, 
universal life-type policies and certain guaranteed minimum benefits.           
Investment-type contracts principally include traditional individual fixed      
annuities in the accumulation phase and non-variable group annuity contracts.   
PABs for these contracts are equal to policy account values, which consist of   
an accumulation of gross premium payments and credited interest, ranging from   
1% to 8%, less expenses, mortality charges and withdrawals.                     

Variable Annuity Guaranteed Minimum Benefits                                  

The Company issues certain variable annuity products with guaranteed minimum
benefits that provide the policyholder a minimum return based on their initial  
deposit (i.e., the benefit base) less withdrawals. In some cases the benefit    
base may be increased by additional deposits, bonus amounts, accruals or        
optional market value resets. These guarantees are accounted for as insurance   
liabilities or as embedded derivatives depending on how and when the benefit is 
paid. Specifically, a guarantee is accounted for as an embedded derivative if a 
guarantee is paid without requiring (i) the occurrence of specific insurable    
event, or (ii) the policyholder to annuitize. Alternatively, a guarantee is     
accounted for as an insurance liability if the guarantee is paid only upon      
either (i) the occurrence of a specific insurable event, or (ii) annuitization. 
In certain cases, a guarantee may have elements of both an insurance liability  
and an embedded derivative and in such cases the guarantee is accounted for     
under a split of the two models.                                                

These guarantees include:                                                   

.  Guaranteed minimum death benefit ("GMDB") that guarantees the        
      contractholder a return of their purchase payment upon death even if the
account value is reduced to zero. An enhanced death benefit may be
available for an additional fee.                                  

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METLIFE INVESTORS USA INSURANCE COMPANY 
(A Wholly-Owned Subsidiary of MetLife Insurance Company of Connecticut) 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 

.  Guaranteed minimum income benefit ("GMIB") that provides the         
     contractholder, after a specified period of time determined at the time
of issuance of the variable annuity contract, with a minimum      
   accumulation of their purchase payments, even if the account value is
 reduced to zero, that can be annuitized to receive a monthly income
stream that is not less than a specified amount. Certain of these 
 contracts also provide for a guaranteed lump sum return of purchase
premium in lieu of the annuitization benefit.                     

.  Guaranteed minimum withdrawal benefit ("GMWB") that guarantees the   
contractholder a return of their purchase payment via partial     
      withdrawals, even if the account value is reduced to zero, provided that
   the contractholder's cumulative withdrawals in a contract year do not
   exceed a certain limit. Certain of these contracts include guaranteed
withdrawals that are life contingent.                             

.  Guaranteed minimum accumulation benefit ("GMAB") that provides the   
     contractholder, after a specified period of time determined at the time
of issuance of the variable annuity contract, with a minimum      
  accumulation of their purchase payments even if the account value is
reduced to zero.                                                  

Guarantees accounted for as insurance liabilities in future policy benefits 
include GMDB, the portion of GMIB that require annuitization, and the           
life-contingent portion of certain GMWB. These liabilities are established as   
follows:                                                                        

GMDB liabilities are determined by estimating the expected value of death   
benefits in excess of the projected account balance and recognizing the excess  
ratably over the accumulation period based on total expected assessments. The   
assumptions used in estimating the GMDB liabilities are consistent with those   
used for amortizing DAC, and are thus subject to the same variability and risk. 
The assumptions of investment performance and volatility are consistent with    
the historical experience of the appropriate underlying equity index, such as   
the S&P 500 Index. The benefit assumptions used in calculating the liabilities  
are based on the average benefits payable over a range of scenarios.            

GMIB liabilities are determined by estimating the expected value of the     
income benefits in excess of the projected account balance at any future date   
of annuitization and recognizing the excess ratably over the accumulation       
period based on total expected assessments. The assumptions used for estimating 
the GMIB liabilities are consistent with those used for estimating the GMDB     
liabilities. In addition, the calculation of guaranteed annuitization benefit   
liabilities incorporates an assumption for the percentage of the potential      
annuitizations that may be elected by the contractholder. Certain GMIB have     
settlement features that result in a portion of that guarantee being accounted  
for as an embedded derivative and are recorded in PABs as described below.      

The liability for the life contingent portion of GMWB is determined based on
the expected value of the life contingent payments and expected assessments     
using assumptions consistent with those used for estimating the GMDB            
liabilities.                                                                    

Guarantees accounted for as embedded derivatives in PABs include the non    
life-contingent portion of GMWB, GMAB and the portion of certain GMIB that do   
not require annuitization. These guarantees are recorded at estimated fair      
value separately from the host variable annuity with changes in estimated fair  
value reported in net derivative gains (losses). At inception, the Company      
attributes to the embedded derivative a portion of the projected future         
guarantee fees to be collected from the policyholder equal to the present value 
of projected future guaranteed benefits. Any additional fees represent "excess" 
fees and are reported in universal life and investment-type product policy fees.

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METLIFE INVESTORS USA INSURANCE COMPANY 
(A Wholly-Owned Subsidiary of MetLife Insurance Company of Connecticut) 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 

The estimated fair values of these embedded derivatives are then determined 
based on the present value of projected future benefits minus the present value 
of projected future fees. The projections of future benefits and future fees    
require capital market and actuarial assumptions including expectations         
concerning policyholder behavior. A risk neutral valuation methodology is used  
under which the cash flows from the guarantees are projected under multiple     
capital market scenarios using observable risk free rates. The valuation of     
these embedded derivatives also includes an adjustment for the Company's        
nonperformance risk and risk margins related to non-capital market inputs. The  
nonperformance adjustment, which is captured as a spread over the risk free     
rate in determining the discount rate to discount the cash flows of the         
liability, is determined by taking into consideration publicly available        
information relating to spreads in the secondary market for MetLife's debt,     
including related credit default swaps. These observable spreads are then       
adjusted, as necessary, to reflect the priority of these liabilities and the    
claims paying ability of the issuing insurance subsidiaries compared to         
MetLife. Risk margins are established to capture the non-capital market risks   
of the instrument which represent the additional compensation a market          
participant would require to assume the risks related to the uncertainties in   
certain actuarial assumptions. The establishment of risk margins requires the   
use of significant management judgment, including assumptions of the amount and 
cost of capital needed to cover the guarantees.                                 

These guarantees may be more costly than expected in volatile or declining  
equity markets. Market conditions including, but not limited to, changes in     
interest rates, equity indices, market volatility and foreign currency exchange 
rates, changes in nonperformance risk, variations in actuarial assumptions      
regarding policyholder behavior, mortality and risk margins related to          
non-capital market inputs may result in significant fluctuations in the         
estimated fair value of the guarantees that could materially affect net income. 

The Company ceded the risk associated with GMDB, GMIB, GMAB and GMWB        
described in the preceding paragraphs. With respect to GMIB, a portion of the   
directly written GMIB guarantees that are accounted for as insurance (i.e., not 
as embedded derivatives) but where the reinsurance agreements contain embedded  
derivatives. These embedded derivatives are included in premiums, reinsurance,  
and other receivables in the consolidated balance sheet with changes in         
estimated fair value reported in net derivative gains (losses). The value of    
the embedded derivatives on the ceded risk is determined using a methodology    
consistent with that described previously for the guarantees directly written   
by the Company with the exception of the input for nonperformance risk that     
reflects the credit of the reinsurer.                                           

Other Policy-Related Balances                                                 

Other policy-related balances include policy and contract claims, unearned  
revenue liabilities, and policyholder dividends due and unpaid.                 

The liability for policy and contract claims generally relates to incurred  
but not reported death claims, as well as claims which have been reported but   
not yet settled. The liability for these claims is based on the Company's       
estimated ultimate cost of settling all claims. The Company derives estimates   
for the development of incurred but not reported claims principally from        
actuarial analyses of historical patterns of claims and claims development for  
each line of business. The methods used to determine these estimates are        
continually reviewed. Adjustments resulting from this continuous review process 
and differences between estimates and payments for claims are recognized in     
policyholder benefits and claims expense in the period in which the estimates   
are changed or payments are made.                                               

The unearned revenue liability relates to universal life-type and           
investment-type products and represents policy charges for services to be       
provided in future periods. The charges are deferred as unearned revenue and    

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METLIFE INVESTORS USA INSURANCE COMPANY 
(A Wholly-Owned Subsidiary of MetLife Insurance Company of Connecticut) 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 

amortized using the product's estimated gross profits, similar to DAC. Such     
amortization is recorded in universal life and investment-type product policy   
fees.                                                                           

 Also included in other policy-related balances are policyholder dividends due
and unpaid on participating policies. Such liability is presented at amounts    
contractually due to policyholders.                                             

Recognition of Insurance Revenue and Related Benefits                         

Premiums related to traditional life and annuity policies with life         
contingencies are recognized as revenues when due from policyholders.           
Policyholder benefits and expenses are provided against such revenues to        
recognize profits over the estimated lives of the policies. When premiums are   
due over a significantly shorter period than the period over which benefits are 
provided, any excess profit is deferred and recognized into operations in a     
constant relationship to insurance in-force or, for annuities, the amount of    
expected future policy benefit payments.                                        

Deposits related to universal life-type and investment-type products are    
credited to PABs. Revenues from such contracts consist of amounts assessed      
against PABs for mortality, policy administration and surrender charges and are 
recorded in universal life and investment-type product policy fees in the       
period in which services are provided. Amounts that are charged to operations   
include interest credited and benefit claims incurred in excess of related PABs.

Premiums, policy fees, policyholder benefits and expenses are presented net 
of reinsurance.                                                                 

 The portion of fees allocated to embedded derivatives described previously is
recognized within net derivative gains (losses) as part of the estimated fair   
value of embedded derivatives.                                                  

Other Revenues                                                                

Other revenues include fees on reinsurance financing agreements and advisory
fees. Such fees are recognized in the period in which services are performed.   

Income Taxes                                                                  

The Company was excluded from MetLife's life/non-life consolidated federal  
tax return since it became a subsidiary of MICC in 2006. In 2011, the Company   
together with MICC and its subsidiaries were able to join the MetLife           
life/non-life consolidated federal tax return and became a party to the MetLife 
tax sharing agreement. Prior to 2011, the Company filed a consolidated tax      
return with MICC.                                                               

The Company's accounting for income taxes represents management's best      
estimate of various events and transactions.                                    

Deferred tax assets and liabilities resulting from temporary differences    
between the financial reporting and tax bases of assets and liabilities are     
measured at the balance sheet date using enacted tax rates expected to apply to 
taxable income in the years the temporary differences are expected to reverse.  

The realization of deferred tax assets depends upon the existence of        
sufficient taxable income within the carryback or carryforward periods under    
the tax law in the applicable tax jurisdiction. Valuation allowances are        

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METLIFE INVESTORS USA INSURANCE COMPANY 
(A Wholly-Owned Subsidiary of MetLife Insurance Company of Connecticut) 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 

established when management determines, based on available information, that it 
is more likely than not that deferred income tax assets will not be realized.   
Factors in management's determination include the performance of the business   
and its ability to generate capital gains. Significant judgment is required in  
determining whether valuation allowances should be established, as well as the  
amount of such allowances. When making such determination, consideration is     
given to, among other things, the following:                                    

(i)future taxable income exclusive of reversing temporary differences and   
carryforwards;                                                        

(ii)future reversals of existing taxable temporary differences;               

(iii)taxable income in prior carryback years; and                               

(iv)tax planning strategies.                                                  

The Company may be required to change its provision for income taxes in     
certain circumstances. Examples of such circumstances include when estimates    
used in determining valuation allowances on deferred tax assets significantly   
change or when receipt of new information indicates the need for adjustment in  
valuation allowances. Additionally, future events, such as changes in tax laws, 
tax regulations, or interpretations of such laws or regulations, could have an  
impact on the provision for income tax and the effective tax rate. Any such     
changes could significantly affect the amounts reported in the consolidated     
financial statements in the year these changes occur.                           

 The Company determines whether it is more likely than not that a tax position
will be sustained upon examination by the appropriate taxing authorities before 
any part of the benefit can be recorded in the financial statements. A tax      
position is measured at the largest amount of benefit that is greater than 50%  
likely of being realized upon settlement. Unrecognized tax benefits due to tax  
uncertainties that do not meet the threshold are included within other          
liabilities and are charged to earnings in the period that such determination   
is made.                                                                        

The Company classifies interest recognized as interest expense and penalties
recognized as a component of income tax.                                        

Reinsurance                                                                   

The Company enters into reinsurance agreements primarily as a purchaser of  
reinsurance for its life insurance products and also as a provider of           
reinsurance for some insurance products issued by related parties.              

For each of its reinsurance agreements, the Company determines whether the  
agreement provides indemnification against loss or liability relating to        
insurance risk in accordance with applicable accounting standards. The Company  
reviews all contractual features, particularly those that may limit the amount  
of insurance risk to which the reinsurer is subject or features that delay the  
timely reimbursement of claims.                                                 

For reinsurance of existing in-force blocks of long-duration contracts that 
transfer significant insurance risk, the difference, if any, between the        
amounts paid (received), and the liabilities ceded (assumed) related to the     
underlying contracts is considered the net cost of reinsurance at the inception 
of the reinsurance agreement. The net cost of reinsurance is recorded as an     
adjustment to DAC and recognized as a component of other expenses on a basis    
consistent with the way the acquisition costs on the underlying reinsured       
contracts would be recognized. Subsequent amounts paid (received) on the        
reinsurance of in-force blocks, as well as amounts paid (received) related to   
new business, are recorded as ceded (assumed) premiums and ceded (assumed)      
future policy benefit liabilities are established.                              

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METLIFE INVESTORS USA INSURANCE COMPANY 
(A Wholly-Owned Subsidiary of MetLife Insurance Company of Connecticut) 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 

The assumptions used to account for long-duration reinsurance agreements are
consistent with those used for the underlying contracts. Ceded policyholder and 
contract related liabilities, other than those currently due, are reported      
gross on the balance sheet.                                                     

Amounts currently recoverable under reinsurance agreements are included in  
premiums, reinsurance and other receivables and amounts currently payable are   
included in other liabilities. Such assets and liabilities relating to          
reinsurance agreements with the same reinsurer may be recorded net on the       
balance sheet, if a right of offset exists within the reinsurance agreement. In 
the event that reinsurers do not meet their obligations to the Company under    
the terms of the reinsurance agreements, reinsurance balances recoverable could 
become uncollectible. In such instances, reinsurance recoverable balances are   
stated net of allowances for uncollectible reinsurance.                         

The funds withheld liability represents amounts withheld by the Company in  
accordance with the terms of the reinsurance agreements. The Company withholds  
the funds rather than transferring the underlying investments, and as a result, 
records funds withheld liability within other liabilities. The Company          
recognizes interest on funds withheld, included in other expenses, at rates     
defined by the terms of the agreement which may be contractually specified or   
directly related to the investment portfolio.                                   

Premiums, fees and policyholder benefits and claims include amounts assumed 
under reinsurance agreements and are net of reinsurance ceded. Amounts received 
from reinsurers for policy administration are reported in other revenues.       

If the Company determines that a reinsurance agreement does not expose the  
reinsurer to a reasonable possibility of a significant loss from insurance      
risk, the Company records the agreement using the deposit method of accounting. 
Deposits received are included in other liabilities and deposits made are       
included within premiums, reinsurance and other receivables. As amounts are     
paid or received, consistent with the underlying contracts, the deposit assets  
or liabilities are adjusted. Interest on such deposits is recorded as other     
revenues or other expenses, as appropriate. Periodically, the Company evaluates 
the adequacy of the expected payments or recoveries and adjusts the deposit     
asset or liability through other revenues or other expenses, as appropriate.    

Accounting for reinsurance requires extensive use of assumptions and        
estimates, particularly related to the future performance of the underlying     
business and the potential impact of counterparty credit risks. The Company     
periodically reviews actual and anticipated experience compared to the          
aforementioned assumptions used to establish assets and liabilities relating to 
ceded and assumed reinsurance and evaluates the financial strength of           
counterparties to its reinsurance agreements using criteria similar to that     
evaluated in the security impairment process discussed previously.              

Cessions under reinsurance agreements do not discharge the Company's        
obligations as the primary insurer.                                             

Foreign Currency                                                              

 The results of foreign investments in other limited partnership interests are
recorded based on the functional currency of each investment. Net assets of the 
foreign investments are translated from the functional currency to U.S. dollars 
at the exchange rates in effect at each year-end and the proportionate shares   
of net income from the foreign investments are translated at the average rates  
of exchange prevailing during the year. The resulting translation adjustments   
are charged or credited directly to other comprehensive income or loss, net of  
applicable taxes. Gains and losses from foreign currency transactions,          
including the effect of re-measurement of monetary assets and liabilities to    
the appropriate functional currency, are reported as part of net investment     
gains (losses) in the period in which they occur.                               

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METLIFE INVESTORS USA INSURANCE COMPANY 
(A Wholly-Owned Subsidiary of MetLife Insurance Company of Connecticut) 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 

Litigation Contingencies                                                      

The Company is a party to a number of legal actions and is involved in a    
number of regulatory investigations. Given the inherent unpredictability of     
these matters, it is difficult to estimate the impact on the Company's          
financial position. Liabilities are established when it is probable that a loss 
has been incurred and the amount of the loss can be reasonably estimated. Legal 
costs are recognized in other expenses as incurred. On a quarterly and annual   
basis, the Company reviews relevant information with respect to liabilities for 
litigation, regulatory investigations and litigation-related contingencies to   
be reflected in the Company's consolidated financial statements. It is possible 
that an adverse outcome in certain of the Company's litigation and regulatory   
investigations, or the use of different assumptions in the determination of     
amounts recorded, could have a material effect upon the Company's consolidated  
net income or cash flows in particular annual periods.                          

Separate Accounts                                                             

Separate accounts are established in conformity with insurance laws and are 
generally not chargeable with liabilities that arise from any other business of 
the Company. Separate account assets are subject to general account claims only 
to the extent the value of such assets exceeds the separate account             
liabilities. Assets within the Company's separate accounts primarily include:   
mutual funds, fixed maturity securities, derivatives, short-term investments    
and cash and cash equivalents. The Company reports separately, as assets and    
liabilities, investments held in separate accounts and liabilities of the       
separate accounts if (i) such separate accounts are legally recognized;         
(ii) assets supporting the contract liabilities are legally insulated from the  
Company's general account liabilities; (iii) investments are directed by the    
contractholder; and (iv) all investment performance, net of contract fees and   
assessments, is passed through to the contractholder. The Company reports       
separate account assets meeting such criteria at their fair value which is      
based on the estimated fair values of the underlying assets comprising the      
portfolios of an individual separate account. Investment performance (including 
investment income, net investment gains (losses) and changes in unrealized      
gains (losses)) and the corresponding amounts credited to contractholders of    
such separate accounts are offset within the same line in the consolidated      
statements of operations.                                                       

The Company's revenues reflect fees charged to the separate accounts,       
including mortality charges, risk charges, policy administration fees,          
investment management fees and surrender charges. Such fees are included in     
universal life and investment -type product policy fees in the consolidated     
statements of operations.                                                       

ADOPTION OF NEW ACCOUNTING PRONOUNCEMENTS                                     

Financial Instruments                                                         

 Effective July 1, 2011, the Company adopted new guidance regarding accounting
for troubled debt restructurings. This guidance clarifies whether a creditor    
has granted a concession and whether a debtor is experiencing financial         
difficulties for the purpose of determining when a restructuring constitutes a  
troubled debt restructuring. Additionally, the guidance prohibits creditors     
from using the borrower's effective rate test to evaluate whether a concession  
has been granted to the borrower. The adoption did not have a material impact   
on the Company's consolidated financial statements. See also expanded           
disclosures in Note 2.                                                          

Effective January 1, 2011, the Company adopted new guidance regarding       
accounting for investment funds determined to be VIEs. Under this guidance, an  
insurance entity would not be required to consolidate a voting-interest         
investment fund when it holds the majority of the voting interests of the fund  
through its separate                                                            

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METLIFE INVESTORS USA INSURANCE COMPANY 
(A Wholly-Owned Subsidiary of MetLife Insurance Company of Connecticut) 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 

accounts. In addition, an insurance entity would not consider the interests     
held through separate accounts for the benefit of policyholders in the          
insurer's evaluation of its economic interest in a VIE, unless the separate     
account contractholder is a related party. The adoption did not have a material 
impact on the Company's consolidated financial statements.                      

Effective December 31, 2010, the Company adopted guidance regarding         
disclosures about the credit quality of financing receivables and valuation     
allowances for credit losses, including credit quality indicators. Such         
disclosures must be disaggregated by portfolio segment or class based on how a  
company develops its valuation allowances for credit losses and how it manages  
its credit exposure. The Company has provided all material required disclosures 
in its consolidated financial statements.                                       

 Effective July 1, 2010, the Company adopted guidance regarding accounting for
embedded credit derivatives within structured securities. This guidance         
clarifies the type of embedded credit derivative that is exempt from embedded   
derivative bifurcation requirements. Specifically, embedded credit derivatives  
resulting only from subordination of one financial instrument to another        
continue to qualify for the scope exception. Embedded credit derivative         
features other than subordination must be analyzed to determine whether they    
require bifurcation and separate accounting. The adoption of this guidance did  
not have an impact on the Company's consolidated financial statements.          

Effective January 1, 2010, the Company adopted guidance related to financial
instrument transfers and consolidation of VIEs. The financial instrument        
transfer guidance eliminates the concept of a qualified special purpose entity, 
eliminates the guaranteed mortgage securitization exception, changes the        
criteria for achieving sale accounting when transferring a financial asset and  
changes the initial recognition of retained beneficial interests. The new       
consolidation guidance changes the definition of the primary beneficiary, as    
well as the method of determining whether an entity is a primary beneficiary of 
a VIE from a quantitative model to a qualitative model. Under the new           
qualitative model, the entity that has both the ability to direct the most      
significant activities of the VIE and the obligation to absorb losses or        
receive benefits that could be significant to the VIE is considered to be the   
primary beneficiary of the VIE. The guidance requires a quarterly reassessment, 
as well as enhanced disclosures, including the effects of a company's           
involvement with VIEs on its financial statements.                              

Also effective January 1, 2010, the Company adopted guidance that           
indefinitely defers the above changes relating to the Company's interests in    
entities that have all the attributes of an investment company or for which it  
is industry practice to apply measurement principles for financial reporting    
that are consistent with those applied by an investment company. As a result of 
the deferral, the above guidance did not apply to certain real estate joint     
ventures and other limited partnership interests held by the Company.           

Effective April 1, 2009, the Company adopted OTTI guidance. This guidance   
amends the previously used methodology for determining whether an OTTI exists   
for fixed maturity securities, change the presentation of OTTI for fixed        
maturity securities and requires additional disclosures for OTTI on fixed       
maturity and equity securities. The Company had no net cumulative effect        
adjustment related to the adoption of the OTTI guidance. As a result of the     
adoption of the OTTI guidance, the Company's pre-tax earnings for the year      
ended December 31, 2009 increased by $5 million, offset by an increase in other 
comprehensive loss representing OTTI relating to noncredit losses recognized    
during the year ended December 31, 2009.                                        

Effective January 1, 2009, the Company adopted guidance on disclosures about
derivative instruments and hedging. This guidance requires enhanced qualitative 
disclosures about objectives and strategies for using                           

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METLIFE INVESTORS USA INSURANCE COMPANY 
(A Wholly-Owned Subsidiary of MetLife Insurance Company of Connecticut) 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 

derivatives, quantitative disclosures about fair value amounts of and gains and 
losses on derivative instruments and disclosures about credit risk-related      
contingent features in derivative agreements. The Company has provided all of   
the material disclosures in its consolidated financial statements.              

Effective January 1, 2009, the Company adopted prospectively an update on   
accounting for transfers of financial assets and repurchase financing           
transactions. This update provides guidance for evaluating whether to account   
for a transfer of a financial asset and repurchase financing as a single        
transaction or as two separate transactions. The adoption did not have a        
material impact on the Company's consolidated financial statements.             

Business Combinations and Noncontrolling Interests                            

Effective January 1, 2011, the Company adopted new guidance that addresses  
when a business combination should be assumed to have occurred for the purpose  
of providing pro forma disclosure. Under the new guidance, if an entity         
presents comparative financial statements, the entity should disclose revenue   
and earnings of the combined entity as though the business combination that     
occurred during the current year had occurred as of the beginning of the        
comparable prior annual reporting period. The guidance also expands the         
supplemental pro forma disclosures to include additional narratives. The        
adoption did not have an impact on the Company's consolidated financial         
statements.                                                                     

Effective January 1, 2009, the Company adopted revised guidance on business 
combinations and accounting for noncontrolling interests in the consolidated    
financial statements. Under this guidance:                                      

   .  All business combinations (whether full, partial or "step" acquisitions)
result in all assets and liabilities of an acquired business being
recorded at fair value, with limited exceptions.                  

.  Acquisition costs are generally expensed as incurred; restructuring  
    costs associated with a business combination are generally expensed as
incurred subsequent to the acquisition date.                      

 .  The fair value of the purchase price, including the issuance of equity
securities, is determined on the acquisition date.                

 .  Assets acquired and liabilities assumed in a business combination that
      arise from contingencies are recognized at fair value if the acquisition
    date fair value can be reasonably determined. If the fair value is not
     estimable, an asset or liability is recorded if existence or incurrence
at the acquisition date is probable and its amount is reasonably  
estimable.                                                        

   .  Changes in deferred income tax asset valuation allowances and income tax
  uncertainties after the acquisition date generally affect income tax
expense.                                                          

.  Noncontrolling interests (formerly known as "minority interests") are
      valued at fair value at the acquisition date and are presented as equity
rather than liabilities.                                          

.  Net income (loss) includes amounts attributable to noncontrolling    
interests.                                                        

.  When control is attained on previously noncontrolling interests, the 
      previously held equity interests are remeasured at fair value and a gain
or loss is recognized.                                            

   .  Purchases or sales of equity interests that do not result in a change in
control are accounted for as equity transactions.                 

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METLIFE INVESTORS USA INSURANCE COMPANY 
(A Wholly-Owned Subsidiary of MetLife Insurance Company of Connecticut) 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 

  .  When control is lost in a partial disposition, realized gains or losses
are recorded on equity ownership sold and the remaining ownership 
interest is remeasured and holding gains or losses are recognized.

As the Company did not have a minority interest, the adoption of this       
guidance did not have an impact on the Company's consolidated financial         
statements.                                                                     

Effective January 1, 2009, the Company adopted prospectively guidance on    
determination of the useful life of intangible assets. This guidance amends the 
factors that should be considered in developing renewal or extension            
assumptions used to determine the useful life of a recognized intangible asset. 
This change is intended to improve the consistency between the useful life of a 
recognized intangible asset and the period of expected future cash flows used   
to measure the fair value of the asset. The Company determines useful lives and 
provides all of the material disclosures prospectively on intangible assets     
acquired on or after January 1, 2009 in accordance with this guidance.          

Fair Value                                                                    

Effective January 1, 2010, the Company adopted guidance that requires       
disclosures about significant transfers into and/or out of Levels 1 and 2 of    
the fair value hierarchy and activity in Level 3. In addition, this guidance    
provides clarification of existing disclosure requirements about level of       
disaggregation and inputs and valuation techniques. The adoption of this        
guidance did not have an impact on the Company's consolidated financial         
statements.                                                                     

 The following pronouncements relating to fair value had no material impact on
the Company's consolidated financial statements:                                

.  Effective January 1, 2009, the Company implemented fair value        
   measurements guidance for certain nonfinancial assets and liabilities
     that are recorded at fair value on a non-recurring basis. This guidance
applies to such items as: (i) nonfinancial assets and nonfinancial
  liabilities initially measured at estimated fair value in a business
   combination; (ii) reporting units measured at estimated fair value in
      the first step of a goodwill impairment test; and (iii) indefinite-lived
intangible assets measured at estimated fair value for impairment 
assessment.                                                       

   .  Effective January 1, 2009, the Company adopted prospectively guidance on
issuer's accounting for liabilities measured at fair value with a 
      third-party credit enhancement. This guidance states that an issuer of a
    liability with a third-party credit enhancement should not include the
   effect of the credit enhancement in the fair value measurement of the
    liability. In addition, it requires disclosures about the existence of
any third-party credit enhancement related to liabilities that are
measured at fair value.                                           

   .  Effective April 1, 2009, the Company adopted guidance on: (i) estimating
the fair value of an asset or liability if there was a significant
      decrease in the volume and level of trading activity for these assets or
      liabilities; and (ii) identifying transactions that are not orderly. The
      Company has provided all of the material disclosures in its consolidated
financial statements.                                             

.  Effective December 31, 2009, the Company adopted guidance on:        
  (i) measuring the fair value of investments in certain entities that
     calculate NAV per share; (ii) how investments within its scope would be
   classified in the fair value hierarchy; and (iii) enhanced disclosure
requirements for annual periods, about the nature and risks of    
       investments measured at fair value on a recurring or non-recurring basis.

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METLIFE INVESTORS USA INSURANCE COMPANY 
(A Wholly-Owned Subsidiary of MetLife Insurance Company of Connecticut) 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 

 .  Effective December 31, 2009, the Company adopted guidance on measuring
 liabilities at fair value. This guidance provides clarification for
 measuring fair value in circumstances in which a quoted price in an
 active market for the identical liability is not available. In such
      circumstances a company is required to measure fair value using either a
  valuation technique that uses: (i) the quoted price of the identical
  liability when traded as an asset; or (ii) quoted prices for similar
liabilities or similar liabilities when traded as assets; or      
      (iii) another valuation technique that is consistent with the principles
 of fair value measurement such as an income approach (e.g., present
    value technique) or a market approach (e.g., "entry" value technique).

Other Pronouncements                                                          

Effective April 1, 2009, the Company adopted prospectively guidance which   
establishes general standards for accounting and disclosures of events that     
occur subsequent to the balance sheet date but before financial statements are  
issued or available to be issued. The Company has provided all of the material  
disclosures in its consolidated financial statements.                           

FUTURE ADOPTION OF NEW ACCOUNTING PRONOUNCEMENTS                              

In December 2011, the Financial Accounting Standards Board ("FASB") issued  
new guidance regarding comprehensive income (Accounting Standards Update        
("ASU") 2011-12, Comprehensive Income (Topic 220): Deferral of the Effective    
Date for Amendments to the Presentation of Reclassifications of Items Out of    
Accumulated Other Comprehensive Income in ASU No. 2011-05). The amendments in   
ASU 2011-12 are effective for fiscal years and interim periods within those     
years beginning after December 15, 2011. Consistent with the effective date of  
the amendments in ASU 2011-05 discussed below, ASU 2011-12 defers the effective 
date pertaining to reclassification adjustments out of accumulated other        
comprehensive income in ASU 2011-05. The amendments are being made to allow the 
FASB time to re-deliberate whether to present on the face of the financial      
statements the effects of reclassifications out of accumulated other            
comprehensive income on the components of net income and other comprehensive    
income for all periods presented. All other requirements in ASU 2011-05 are not 
affected by ASU 2011-12, including the requirement to report comprehensive      
income either in a single continuous financial statement or in two separate but 
consecutive financial statements. The Company is currently evaluating the       
impact of this guidance on its consolidated financial statements.               

In December 2011, the FASB issued new guidance regarding balance sheet      
offsetting disclosures (ASU 2011-11, Balance Sheet (Topic 210): Disclosures     
about Offsetting Assets and Liabilities), effective for annual reporting        
periods beginning on or after January 1, 2013, and interim periods within those 
annual periods. The guidance should be applied retrospectively for all          
comparative periods presented. The amendments in ASU 2011-11 require an entity  
to disclose information about offsetting and related arrangements to enable     
users of its financial statements to understand the effects of those            
arrangements on its financial position. Entities are required to disclose both  
gross information and net information about both instruments and transactions   
eligible for offset in the statement of financial position and instruments and  
transactions subject to an agreement similar to a master netting arrangement.   
The objective of ASU 2011-11 is to facilitate comparison between those entities 
that prepare their financial statements on the basis of GAAP and those entities 
that prepare their financial statements on the basis of International Financial 
Reporting Standards ("IFRS"). The Company is currently evaluating the impact of 
this guidance on its consolidated financial statements and related disclosures. 

In June 2011, the FASB issued new guidance regarding comprehensive income   
(ASU 2011-05, Comprehensive Income (Topic 220): Presentation of Comprehensive   
Income), effective for fiscal years, and                                        

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METLIFE INVESTORS USA INSURANCE COMPANY 
(A Wholly-Owned Subsidiary of MetLife Insurance Company of Connecticut) 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 

interim periods within those years, beginning after December 15, 2011. The      
guidance should be applied retrospectively and early adoption is permitted. The 
new guidance provides companies with the option to present the total of         
comprehensive income, components of net income, and the components of other     
comprehensive income either in a single continuous statement of comprehensive   
income or in two separate but consecutive statements. The objective of the      
standard is to increase the prominence of items reported in other comprehensive 
income and to facilitate convergence of GAAP and IFRS. The standard eliminates  
the option to present components of other comprehensive income as part of the   
statement of changes in stockholder's equity. The amendments in ASU 2011-05 do  
not change the items that must be reported in other comprehensive income or     
when an item of other comprehensive income must be reclassified in net income.  
The Company intends to adopt the two-statement approach in 2012.                

In May 2011, the FASB issued new guidance regarding fair value measurements 
(ASU 2011- 04, Fair Value Measurement (Topic 820): Amendments to Achieve Common 
Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs),     
effective for the first interim or annual period beginning after December 15,   
2011. The guidance should be applied prospectively. The amendments in this ASU  
are intended to establish common requirements for measuring fair value and for  
disclosing information about fair value measurements in accordance with GAAP    
and IFRS. Some of the amendments clarify the FASB's intent on the application   
of existing fair value measurement requirements. Other amendments change a      
particular principle or requirement for measuring fair value or for disclosing  
information about fair value measurements. The Company does not expect the      
adoption of this new guidance to have a material impact on its consolidated     
financial statements.                                                           

In April 2011, the FASB issued new guidance regarding effective control in  
repurchase agreements (ASU 2011-03, Transfers and Servicing (Topic 860):        
Reconsideration of Effective Control for Repurchase Agreements), effective for  
the first interim or annual period beginning on or after December 15, 2011. The 
guidance should be applied prospectively to transactions or modifications of    
existing transactions that occur on or after the effective date. The amendments 
in this ASU remove from the assessment of effective control the criterion       
requiring the transferor to have the ability to repurchase or redeem the        
financial assets. The Company does not expect the adoption of this new guidance 
to have a material impact on its consolidated financial statements.             

In October 2010, the FASB issued new guidance regarding accounting for      
deferred acquisition costs (ASU 2010-26, Financial Services --Insurance (Topic  
944): Accounting for Costs Associated with Acquiring or Renewing Insurance      
Contracts) ("ASU 2010-26"), effective for fiscal years, and interim periods     
within those fiscal years, beginning after December 15, 2011. ASU 2010-26       
specifies that only costs related directly to successful acquisition of new or  
renewal contracts can be capitalized as DAC; all other acquisition-related      
costs must be expensed as incurred. As a result, certain sales manager          
compensation and administrative costs currently capitalized by the Company will 
no longer be deferred. The Company will adopt ASU 2010-26 in 2012 and will      
apply it retrospectively to all prior periods presented in its consolidated     
financial statements for all insurance contracts. The Company estimates that    
DAC will be reduced by approximately $600 million to $650 million and total     
equity will be reduced by approximately $400 million to $450 million, net of    
income tax, as of the date of adoption. Additionally, the Company estimates     
that net income (loss) will be reduced by approximately $8 million to $9        
million, $34 million to $38 million, and $67 million to $75 million in 2011,    
2010, and 2009, respectively, as of the date of adoption.                       

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METLIFE INVESTORS USA INSURANCE COMPANY 
(A Wholly-Owned Subsidiary of MetLife Insurance Company of Connecticut) 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 

2. INVESTMENTS                                                                  

FIXED MATURITY AND EQUITY SECURITIES AVAILABLE-FOR-SALE                       

The following tables present the cost or amortized cost, gross unrealized   
gains and losses, estimated fair value of fixed maturity and equity securities  
and the percentage that each sector represents by the respective total holdings 
for the periods shown. The unrealized loss amounts presented below include the  
noncredit loss component of OTTI losses:                                        

                                                        [Enlarge/Download Table]

                                                            DECEMBER 31, 2011                 
                                            ------------------------------------------------- 
                                                         GROSS UNREALIZED                     
                                             COST OR  ----------------------- ESTIMATED       
                                            AMORTIZED        TEMPORARY  OTTI    FAIR    % OF  
                                              COST    GAINS   LOSSES   LOSSES   VALUE   TOTAL 
                                            --------- ------ --------- ------ --------- ----- 
                                                              (IN MILLIONS)                   
                                                                                              
FIXED MATURITY SECURITIES:                                                                    
U.S. corporate securities..................  $3,545   $  445  $   24   $   -- $  3,966   37.9%
Foreign corporate securities...............   1,634      152      14       --    1,772   16.9 
U.S. Treasury and agency securities........   1,247      280      --       --    1,527   14.6 
RMBS.......................................   1,268       82      31        6    1,313   12.6 
State and political subdivision securities.     675      110       4       --      781    7.5 
CMBS.......................................     539       30       2       --      567    5.4 
ABS........................................     359       13       7       --      365    3.5 
Foreign government securities..............     138       29       1       --      166    1.6 
                                             ------   ------  ------   ------ --------  ----- 
 Total fixed maturity securities...........  $9,405   $1,141  $   83   $    6 $ 10,457  100.0%
                                             ======   ======  ======   ====== ========  ===== 

EQUITY SECURITIES:                                                                            
Common stock...............................  $    1   $   --  $   --   $   -- $      1   50.0%
Non-redeemable preferred stock.............       1       --      --       --        1   50.0 
                                             ------   ------  ------   ------ --------  ----- 
 Total equity securities...................  $    2   $   --  $   --   $   -- $      2  100.0%
                                             ======   ======  ======   ====== ========  ===== 

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METLIFE INVESTORS USA INSURANCE COMPANY 
(A Wholly-Owned Subsidiary of MetLife Insurance Company of Connecticut) 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 

                                                        [Enlarge/Download Table]

                                                            DECEMBER 31, 2010                
                                            ------------------------------------------------ 
                                                         GROSS UNREALIZED                    
                                             COST OR  ---------------------- ESTIMATED       
                                            AMORTIZED       TEMPORARY  OTTI    FAIR    % OF  
                                              COST    GAINS  LOSSES   LOSSES   VALUE   TOTAL 
                                            --------- ----- --------- ------ --------- ----- 
                                                              (IN MILLIONS)                  
                                                                                             
FIXED MATURITY SECURITIES:                                                                   
U.S. corporate securities..................  $3,186   $220    $  34   $   -- $  3,372   38.9%
Foreign corporate securities...............   1,394    103        7       --    1,490   17.1 
U.S. Treasury and agency securities........   1,153     18       28       --    1,143   13.2 
RMBS.......................................     986     52       22        6    1,010   11.6 
State and political subdivision securities.     643     10       23       --      630    7.3 
CMBS.......................................     490     26        3       --      513    5.9 
ABS........................................     379     13        9       --      383    4.4 
Foreign government securities..............     119     16       --       --      135    1.6 
                                             ------   ----    -----   ------ --------  ----- 
 Total fixed maturity securities...........  $8,350   $458    $ 126   $    6 $  8,676  100.0%
                                             ======   ====    =====   ====== ========  ===== 

EQUITY SECURITIES:                                                                           
Common stock...............................  $    1   $  1    $  --   $   -- $      2   66.7%
Non-redeemable preferred stock.............       2     --        1       --        1   33.3 
                                             ------   ----    -----   ------ --------  ----- 
 Total equity securities...................  $    3   $  1    $   1   $   -- $      3  100.0%
                                             ======   ====    =====   ====== ========  ===== 

Within fixed maturity securities, a reclassification from the ABS sector to 
the RMBS sector has been made to the prior year amounts to conform to the       
current year presentation for securities backed by sub-prime residential        
mortgage loans to be consistent with market convention relating to the risks    
inherent in such securities and the Company's management of its investments     
within these asset sectors.                                                     

The Company held no non-income producing fixed maturity securities at       
December 31, 2011 and 2010.                                                     

The Company held foreign currency derivatives with notional amounts of $177 
million and $117 million to hedge the exchange rate risk associated with        
foreign denominated fixed maturity securities at December 31, 2011 and 2010,    
respectively.                                                                   

Concentrations of Credit Risk (Fixed Maturity Securities) -- Summary. The   
following section contains a summary of the concentrations of credit risk       
related to fixed maturity securities holdings.                                  

The Company was not exposed to any concentrations of credit risk of any     
single issuer greater than 10% of the Company's stockholder's equity, other     
than the government securities summarized in the table below.                   

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METLIFE INVESTORS USA INSURANCE COMPANY 
(A Wholly-Owned Subsidiary of MetLife Insurance Company of Connecticut) 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 

Concentrations of Credit Risk (Government and Agency Securities). The       
following section contains a summary of the concentrations of credit risk       
related to government and agency fixed maturity and fixed-income securities     
holdings, which were greater than 10% of the Company's stockholder's equity at: 

                                                                [Download Table]

                                                                 DECEMBER 31,    
                                                               ----------------- 
                                                                 2011      2010  
                                                               --------  --------
                                                               CARRYING VALUE (1)
                                                               ----------------- 
                                                                 (IN MILLIONS)   
                                                                                 
U.S. Treasury and agency fixed maturity securities............ $  1,527  $  1,143
U.S. Treasury and agency fixed-income securities included in:                    
 Short-term investments....................................... $    629  $     60
 Cash equivalents............................................. $     38  $    221

--------                                                                        

(1)Represents estimated fair value for fixed maturity securities and for        
short-term investments and cash equivalents, estimated fair value or      
amortized cost, which approximates estimated fair value.                  

Concentrations of Credit Risk (Equity Securities). The Company was not      
exposed to any concentrations of credit risk in its equity securities holdings  
of any single issuer greater than 10% of the Company's stockholder's equity or  
1% of total investments at December 31, 2011 and 2010.                          

Maturities of Fixed Maturity Securities. The amortized cost and estimated   
fair value of fixed maturity securities, by contractual maturity date           
(excluding scheduled sinking funds), were as follows at:                        

                                                                [Download Table]

                                                     DECEMBER 31,              
                                        ---------------------------------------
                                               2011                2010        
                                        ------------------- -------------------
                                                  ESTIMATED           ESTIMATED
                                        AMORTIZED   FAIR    AMORTIZED   FAIR   
                                          COST      VALUE     COST      VALUE  
                                        --------- --------- --------- ---------
                                                     (IN MILLIONS)             
                                                                               
Due in one year or less................  $   161  $    162   $   128   $   132 
Due after one year through five years..    1,470     1,545     1,095     1,145 
Due after five years through ten years.    2,112     2,345     2,264     2,432 
Due after ten years....................    3,496     4,160     3,008     3,061 
                                         -------  --------   -------   ------- 
 Subtotal..............................    7,239     8,212     6,495     6,770 
RMBS, CMBS and ABS.....................    2,166     2,245     1,855     1,906 
                                         -------  --------   -------   ------- 
   Total fixed maturity securities.....  $ 9,405  $ 10,457   $ 8,350   $ 8,676 
                                         =======  ========   =======   ======= 

Actual maturities may differ from contractual maturities due to the exercise
of call or prepayment options. Fixed maturity securities not due at a single    
maturity date have been included in the above table in the year of final        
contractual maturity. RMBS, CMBS and ABS are shown separately in the table, as  
they are not due at a single maturity.                                          

EVALUATING AVAILABLE-FOR-SALE SECURITIES FOR OTHER-THAN-TEMPORARY IMPAIRMENT  

 As described more fully in Note 1, the Company performs a regular evaluation,
on a security-by-security basis, of its available-for-sale securities holdings, 
including fixed maturity securities, equity securities and perpetual hybrid     
securities, in accordance with its impairment policy in order to evaluate       
whether such investments are other-than-temporarily impaired.                   

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METLIFE INVESTORS USA INSURANCE COMPANY 
(A Wholly-Owned Subsidiary of MetLife Insurance Company of Connecticut) 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 

NET UNREALIZED INVESTMENT GAINS (LOSSES)                                      

The components of net unrealized investment gains (losses), included in     
accumulated other comprehensive income (loss), were as follows:                 

                                                        [Enlarge/Download Table]

                                                                           YEARS ENDED DECEMBER 31,
                                                                           ----------------------- 
                                                                             2011     2010    2009 
                                                                           ------   ------  ------ 
                                                                               (IN MILLIONS)       
                                                                                                   
Fixed maturity securities................................................. $1,057   $ 331   $ (33) 
Fixed maturity securities with noncredit OTTI losses in accumulated other                          
  comprehensive income (loss).............................................     (6)     (6)     (4) 
                                                                           ------   -----   -----  
     Total fixed maturity securities......................................  1,051     325     (37) 
Equity securities.........................................................     --      --      (1) 
Derivatives...............................................................    126     (73)     --  
Short-term investments....................................................     (1)     --      (9) 
                                                                           ------   -----   -----  
     Subtotal.............................................................  1,176     252     (47) 
                                                                           ------   -----   -----  
Amounts allocated from:                                                                            
 Insurance liability loss recognition.....................................    (61)    (34)     --  
 DAC related to noncredit OTTI losses recognized in accumulated other                              
   comprehensive income (loss)............................................     --       1      --  
 DAC......................................................................    (54)    (53)     (6) 
                                                                           ------   -----   -----  
     Subtotal.............................................................   (115)    (86)     (6) 
Deferred income tax benefit (expense) related to noncredit OTTI losses                             
  recognized in accumulated other comprehensive income (loss).............      2       2       2  
Deferred income tax benefit (expense).....................................   (373)    (61)     16  
                                                                           ------   -----   -----  
Net unrealized investment gains (losses).................................. $  690   $ 107   $ (35) 
                                                                           ======   =====   =====  

The changes in fixed maturity securities with noncredit OTTI losses included
in accumulated other comprehensive income (loss), were as follows:              

                                                        [Enlarge/Download Table]

                                                                                    DECEMBER 31,  
                                                                                   -------------- 
                                                                                     2011    2010 
                                                                                   ------  ------ 
                                                                                    (IN MILLIONS) 
                                                                                                  
Balance, beginning of period...................................................... $   (6) $   (4)
Noncredit OTTI losses recognized (1)..............................................      2      (5)
Securities sold with previous noncredit OTTI loss.................................      2      -- 
Subsequent changes in estimated fair value........................................     (4)      3 
                                                                                   ------  ------ 
Balance, end of period............................................................ $   (6) $   (6)
                                                                                   ======  ====== 

--------                                                                        

(1)Noncredit OTTI losses recognized, net of DAC, were $1 million and ($4)       
million for the years ended December 31, 2011 and 2010, respectively.     

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METLIFE INVESTORS USA INSURANCE COMPANY 
(A Wholly-Owned Subsidiary of MetLife Insurance Company of Connecticut) 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 

The changes in net unrealized investment gains (losses) were as follows:    

                                                        [Enlarge/Download Table]

                                                                        YEARS ENDED DECEMBER 31,
                                                                        ----------------------  
                                                                          2011     2010    2009 
                                                                        ------   ------  ------ 
                                                                             (IN MILLIONS)      
                                                                                                
Balance, beginning of period........................................... $  107   $  (35) $ (274)
Fixed maturity securities on which noncredit OTTI losses have been                              
  recognized...........................................................     --       (2)     (4)
Unrealized investment gains (losses) during the year...................    924      301     432 
Unrealized investment gains (losses) relating to:                                               
 Insurance liability gain (loss) recognition...........................    (27)     (34)     -- 
 DAC related to noncredit OTTI losses recognized in accumulated other                           
   comprehensive income (loss).........................................     (1)       1      -- 
 DAC...................................................................     (1)     (47)    (59)
Deferred income tax benefit (expense) related to noncredit OTTI losses                          
  recognized in accumulated other comprehensive income (loss)..........     --       --       2 
Deferred income tax benefit (expense)..................................   (312)     (77)   (132)
                                                                        ------   ------  ------ 
Balance, end of period................................................. $  690   $  107  $  (35)
                                                                        ======   ======  ====== 
Change in net unrealized investment gains (losses)..................... $  583   $  142  $  239 
                                                                        ======   ======  ====== 

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METLIFE INVESTORS USA INSURANCE COMPANY 
(A Wholly-Owned Subsidiary of MetLife Insurance Company of Connecticut) 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 

CONTINUOUS GROSS UNREALIZED LOSSES AND OTTI LOSSES FOR FIXED MATURITY AND     
EQUITY SECURITIES AVAILABLE-FOR-SALE BY SECTOR                                

The following tables present the estimated fair value and gross unrealized  
losses of fixed maturity and equity securities in an unrealized loss position,  
aggregated by sector and by length of time that the securities have been in a   
continuous unrealized loss position. The unrealized loss amounts presented      
below include the noncredit component of OTTI loss. Fixed maturity securities   
on which a noncredit OTTI loss has been recognized in accumulated other         
comprehensive income (loss) are categorized by length of time as being "less    
than 12 months" or "equal to or greater than 12 months" in a continuous         
unrealized loss position based on the point in time that the estimated fair     
value initially declined to below the amortized cost basis and not the period   
of time since the unrealized loss was deemed a noncredit OTTI loss.             

                                                        [Enlarge/Download Table]

                                                                   DECEMBER 31, 2011                       
                                             --------------------------------------------------------------
                                                                  EQUAL TO OR GREATER                      
                                             LESS THAN 12 MONTHS     THAN 12 MONTHS           TOTAL        
                                             -------------------- -------------------- --------------------
                                             ESTIMATED   GROSS    ESTIMATED   GROSS    ESTIMATED   GROSS   
                                               FAIR    UNREALIZED   FAIR    UNREALIZED   FAIR    UNREALIZED
                                               VALUE     LOSSES     VALUE     LOSSES     VALUE     LOSSES  
                                             --------- ---------- --------- ---------- --------- ----------
                                                       (IN MILLIONS, EXCEPT NUMBER OF SECURITIES)          
                                                                                                           
FIXED MATURITY SECURITIES:                                                                                 
U.S. corporate securities...................  $  136     $   7     $   84     $  17     $   220    $  24   
Foreign corporate securities................     213         6         12         8         225       14   
U.S. Treasury and agency securities.........     118        --         --        --         118       --   
RMBS........................................     214        18         92        19         306       37   
State and political subdivision securities..      --        --         22         4          22        4   
CMBS........................................       9         1         15         1          24        2   
ABS.........................................      95         1         26         6         121        7   
Foreign government securities...............      15         1         --        --          15        1   
                                              ------     -----     ------     -----     -------    -----   
 Total fixed maturity securities............  $  800     $  34     $  251     $  55     $ 1,051    $  89   
                                              ======     =====     ======     =====     =======    =====   

EQUITY SECURITIES:                                                                                         
Non-redeemable preferred stock..............  $    1     $  --     $   --     $  --     $     1    $  --   
                                              ------     -----     ------     -----     -------    -----   
 Total equity securities....................  $    1     $  --     $   --     $  --     $     1    $  --   
                                              ======     =====     ======     =====     =======    =====   
Total number of securities in an unrealized                                                                
  loss position.............................     142                   91                                  
                                              ======               ======                                  

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METLIFE INVESTORS USA INSURANCE COMPANY 
(A Wholly-Owned Subsidiary of MetLife Insurance Company of Connecticut) 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 

                                                        [Enlarge/Download Table]

                                                                   DECEMBER 31, 2010                       
                                             --------------------------------------------------------------
                                                                  EQUAL TO OR GREATER                      
                                             LESS THAN 12 MONTHS     THAN 12 MONTHS           TOTAL        
                                             -------------------- -------------------- --------------------
                                             ESTIMATED   GROSS    ESTIMATED   GROSS    ESTIMATED   GROSS   
                                               FAIR    UNREALIZED   FAIR    UNREALIZED   FAIR    UNREALIZED
                                               VALUE     LOSSES     VALUE     LOSSES     VALUE     LOSSES  
                                             --------- ---------- --------- ---------- --------- ----------
                                                       (IN MILLIONS, EXCEPT NUMBER OF SECURITIES)          
                                                                                                           
FIXED MATURITY SECURITIES:                                                                                 
U.S. corporate securities................... $    275    $   9     $  164     $  25     $   439    $  34   
Foreign corporate securities................      111        2         45         5         156        7   
U.S. Treasury and agency securities.........      462       18         52        10         514       28   
RMBS........................................       88        2        167        26         255       28   
State and political subdivision securities..      350       15         17         8         367       23   
CMBS........................................       24       --         27         3          51        3   
ABS.........................................        5       --         40         9          45        9   
Foreign government securities...............        9       --         --        --           9       --   
                                             --------    -----     ------     -----     -------    -----   
 Total fixed maturity securities............ $  1,324    $  46     $  512     $  86     $ 1,836    $ 132   
                                             ========    =====     ======     =====     =======    =====   

EQUITY SECURITIES:                                                                                         
Non-redeemable preferred stock.............. $     --    $  --     $    1     $   1     $     1    $   1   
                                             --------    -----     ------     -----     -------    -----   
 Total equity securities.................... $     --    $  --     $    1     $   1     $     1    $   1   
                                             ========    =====     ======     =====     =======    =====   
Total number of securities in an unrealized                                                                
  loss position.............................      167                 127                                  
                                             ========              ======                                  

AGING OF GROSS UNREALIZED LOSSES AND OTTI LOSSES FOR FIXED MATURITY AND EQUITY
SECURITIES AVAILABLE-FOR-SALE                                                 

The following tables present the cost or amortized cost, gross unrealized   
losses, including the portion of OTTI loss on fixed maturity securities         
recognized in accumulated other comprehensive income (loss), gross unrealized   
losses as a percentage of cost or amortized cost and number of securities for   
fixed maturity and equity securities where the estimated fair value had         
declined and remained below cost or amortized cost by less than 20%, or 20% or  
more at:                                                                        

                                                        [Enlarge/Download Table]

                                                                DECEMBER 31, 2011                            
                                          -------------------------------------------------------------------
                                          COST OR AMORTIZED COST GROSS UNREALIZED LOSSES NUMBER OF SECURITIES
                                          ---------------------- ----------------------  --------------------
                                            LESS THAN    20% OR    LESS THAN     20% OR    LESS THAN   20% OR
                                              20%        MORE        20%         MORE        20%       MORE  
                                          -----------  --------  -----------   --------  ----------- --------
                                                    (IN MILLIONS, EXCEPT NUMBER OF SECURITIES)               
                                                                                                             
FIXED MATURITY SECURITIES:                                                                                   
Less than six months.....................   $  657      $  102     $   14       $   25       113        17   
Six months or greater but less than nine                                                                     
  months.................................      122          19         13            6        17         5   
Nine months or greater but less than                                                                         
  twelve months..........................       38          --          2           --         6        --   
Twelve months or greater.................      165          37         16           13        64        10   
                                            ------      ------     ------       ------                       
 Total...................................   $  982      $  158     $   45       $   44                       
                                            ======      ======     ======       ======                       
Percentage of amortized cost.............                               5%          28%                      
                                                                   ======       ======                       

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METLIFE INVESTORS USA INSURANCE COMPANY 
(A Wholly-Owned Subsidiary of MetLife Insurance Company of Connecticut) 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 

                                                        [Enlarge/Download Table]

                                                                   DECEMBER 31, 2010                            
                                             -------------------------------------------------------------------
                                             COST OR AMORTIZED COST GROSS UNREALIZED LOSSES NUMBER OF SECURITIES
                                             ---------------------- ----------------------  --------------------
                                               LESS THAN    20% OR    LESS THAN     20% OR    LESS THAN   20% OR
                                                 20%        MORE        20%         MORE        20%       MORE  
                                             -----------  --------  -----------   --------  ----------- --------
                                                       (IN MILLIONS, EXCEPT NUMBER OF SECURITIES)               
                                                                                                                
FIXED MATURITY SECURITIES:                                                                                      
Less than six months........................   $ 1,364     $   42     $   45       $   10       164         7   
Six months or greater but less than nine                                                                        
  months....................................        --         14         --            3        --         3   
Nine months or greater but less than twelve                                                                     
  months....................................         4          3         --            1         2         1   
Twelve months or greater....................       461         80         50           23        92        24   
                                               -------     ------     ------       ------                       
 Total......................................   $ 1,829     $  139     $   95       $   37                       
                                               =======     ======     ======       ======                       
Percentage of amortized cost................                               5%          27%                      
                                                                      ======       ======                       

Equity securities with gross unrealized losses of 20% or more for twelve    
months or greater decreased from $1 million at December 31, 2010 to $0 at       
December 31, 2011.                                                              

CONCENTRATION OF GROSS UNREALIZED LOSSES AND OTTI LOSSES FOR FIXED MATURITY   
AND EQUITY SECURITIES AVAILABLE-FOR-SALE                                      

The gross unrealized losses related to fixed maturity and equity securities,
including the portion of OTTI losses on fixed maturity securities recognized in 
accumulated other comprehensive income (loss) were $89 million and $133 million 
at December 31, 2011 and 2010, respectively. The concentration, calculated as a 
percentage of gross unrealized losses (including OTTI losses), by sector and    
industry was as follows at:                                                     

                                                                [Download Table]

                                            DECEMBER 31, 
                                            ------------ 
                                              2011   2010
                                            ------ ------
                                                         
SECTOR:                                                  
RMBS.......................................   42%    21% 
U.S. corporate securities..................   27     26  
Foreign corporate securities...............   16      6  
ABS........................................    8      7  
State and political subdivision securities.    4     17  
CMBS.......................................    2      2  
Foreign government securities..............    1     --  
U.S. Treasury and agency securities........   --     21  
                                             ---    ---  
 Total.....................................  100%   100% 
                                             ===    ===  

INDUSTRY:                                                
Mortgage-backed............................   44%    23% 
Finance....................................   28     17  
Asset-backed...............................    8      7  
Consumer...................................    5      3  
State and political subdivision securities.    4     17  
Industrial.................................    2      1  
U.S. Treasury and agency securities........   --     21  
Other......................................    9     11  
                                             ---    ---  
 Total.....................................  100%   100% 
                                             ===    ===  

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METLIFE INVESTORS USA INSURANCE COMPANY 
(A Wholly-Owned Subsidiary of MetLife Insurance Company of Connecticut) 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 

EVALUATING TEMPORARILY IMPAIRED AVAILABLE-FOR-SALE SECURITIES                 

The Company held no fixed maturity securities or equity securities with a   
gross unrealized loss greater than $10 million at both December 31, 2011 and    
2010. The fixed maturity securities and equity securities with gross unrealized 
losses decreased $44 million during the year ended December 31, 2011. The       
decline in, or improvement in, gross unrealized losses for the year ended       
December 31, 2011, was primarily attributable to a decrease in interest rates,  
partially offset by widening credit spreads. These securities were included in  
the Company's OTTI review process.                                              

As of December 31, 2011, $19 million of unrealized losses were from fixed   
maturity securities with an unrealized loss position of 20% or more of          
amortized cost for six months or greater. Of the $19 million, $15 million, or   
79%, are related to unrealized losses on investment grade securities.           
Unrealized losses on investment grade securities are principally related to     
widening credit spreads or rising interest rates since purchase. Of the $19     
million, $4 million, or 21%, are related to unrealized losses on below          
investment grade securities. Unrealized losses on below investment grade        
securities are principally related to non-agency RMBS (primarily alternative    
residential mortgage loans) and were the result of significantly wider credit   
spreads resulting from higher risk premiums since purchase, largely due to      
economic and market uncertainties including concerns over unemployment levels   
and valuations of residential real estate supporting non-agency RMBS. As        
explained further in Note 1, management evaluates these non-agency RMBS based   
on actual and projected cash flows after considering the quality of underlying  
collateral, expected prepayment speeds, current and forecasted loss severity,   
consideration of the payment terms of the underlying assets backing a           
particular security, and the payment priority within the tranche structure of   
the security. See "-- Aging of Gross Unrealized Losses and OTTI Losses for      
Fixed Maturity and Equity Securities Available-for-Sale" for a discussion of    
equity securities with an unrealized loss position of 20% or more of cost for   
12 months or greater.                                                           

In the Company's impairment review process, the duration and severity of an 
unrealized loss position for equity securities are given greater weight and     
consideration than for fixed maturity securities. An extended and severe        
unrealized loss position on a fixed maturity security may not have any impact   
on the ability of the issuer to service all scheduled interest and principal    
payments and the Company's evaluation of recoverability of all contractual cash 
flows or the ability to recover an amount at least equal to its amortized cost  
based on the present value of the expected future cash flows to be collected.   
In contrast, for an equity security, greater weight and consideration are given 
by the Company to a decline in market value and the likelihood such market      
value decline will recover.                                                     

With respect to common stock holdings, the Company considered the duration  
and severity of the unrealized losses for securities in an unrealized loss      
position of 20% or more; and the duration of unrealized losses for securities   
in an unrealized loss position of less than 20% in an extended unrealized loss  
position (i.e., 12 months or greater).                                          

 Based on the Company's current evaluation of available-for-sale securities in
an unrealized loss position in accordance with its impairment policy, and the   
Company's current intentions and assessments (as applicable to the type of      
security) about holding, selling and any requirements to sell these securities, 
the Company has concluded that these securities are not other-than-temporarily  
impaired.                                                                       

Future OTTIs will depend primarily on economic fundamentals, issuer         
performance (including changes in the present value of future cash flows        
expected to be collected), changes in credit ratings, changes in collateral     
valuation, changes in interest rates and changes in credit spreads. If economic 
fundamentals or any of the above factors deteriorate, additional OTTIs may be   
incurred in upcoming periods.                                                   

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METLIFE INVESTORS USA INSURANCE COMPANY 
(A Wholly-Owned Subsidiary of MetLife Insurance Company of Connecticut) 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 

NET INVESTMENT GAINS (LOSSES)                                                 

The components of net investment gains (losses) were as follows:            

                                                        [Enlarge/Download Table]

                                                                               YEARS ENDED DECEMBER 31,
                                                                               ----------------------- 
                                                                                 2011     2010    2009 
                                                                               ------   ------  ------ 
                                                                                  (IN MILLIONS)        
                                                                                                       
Total gains (losses) on fixed maturity securities:                                                     
Total OTTI losses recognized..................................................  $ --     $ (9)  $ (18) 
Less: Noncredit portion of OTTI losses transferred to and recognized in other                          
  comprehensive income (loss).................................................    (2)       5       5  
                                                                                ----     ----   -----  
 Net OTTI losses on fixed maturity securities recognized in earnings..........    (2)      (4)    (13) 
 Fixed maturity securities -- net gains (losses) on sales and disposals.......    (5)      30       9  
                                                                                ----     ----   -----  
   Total gains (losses) on fixed maturity securities..........................    (7)      26      (4) 
                                                                                ----     ----   -----  
Other net investment gains (losses):                                                                   
 Equity securities............................................................    (1)      --      (2) 
 Mortgage loans...............................................................     2       (9)      1  
 Real estate joint ventures...................................................    --       (1)     (2) 
 Other limited partnership interests..........................................    (1)      (1)    (17) 
                                                                                ----     ----   -----  
   Total net investment gains (losses)........................................  $ (7)    $ 15   $ (24) 
                                                                                ====     ====   =====  

See "-- Related Party Investment Transactions" for discussion of affiliated 
net investment gains (losses) related to transfers of invested assets to        
affiliates.                                                                     

Gains (losses) from foreign currency transactions included within net       
investment gains (losses) were $1 million for the year ended December 31, 2011  
and less than $1 million for the years ended December 31, 2010 and 2009,        
respectively.                                                                   

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METLIFE INVESTORS USA INSURANCE COMPANY 
(A Wholly-Owned Subsidiary of MetLife Insurance Company of Connecticut) 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 

Proceeds from sales or disposals of fixed maturity and equity securities and
the components of fixed maturity and equity securities net investment gains     
(losses) were as shown in the table below. Investment gains and losses on sales 
of securities are determined on a specific identification basis.                

                                                        [Enlarge/Download Table]

                                           YEARS ENDED DECEMBER 31,  YEARS ENDED DECEMBER 31,  YEARS ENDED DECEMBER 31, 
                                          -------------------------  -----------------------  ------------------------- 
                                            2011     2010     2009   2011     2010    2009      2011     2010     2009  
                                          -------  -------  -------  ----     ----    ----    -------  -------  ------- 
                                          FIXED MATURITY SECURITIES  EQUITY SECURITIES                  TOTAL           
                                          -------------------------  -----------------------  ------------------------- 
                                                                      (IN MILLIONS)                                     
                                                                                                                        
Proceeds................................. $ 2,510  $ 3,329  $ 2,476  $  5     $  3    $  7    $ 2,515  $ 3,332  $ 2,483 
                                          =======  =======  =======   ====     ====    ====   =======  =======  ======= 
Gross investment gains................... $    13  $    52  $    25  $ --     $ --    $ --    $    13  $    52  $    25 
                                          -------  -------  -------   ----     ----    ----   -------  -------  ------- 
Gross investment losses..................     (18)     (22)     (16)   --       --      (2)       (18)     (22)     (18)
                                          -------  -------  -------   ----     ----    ----   -------  -------  ------- 
Total OTTI losses recognized in                                                                                         
 earnings:                                                                                                              
    Credit-related.......................      (2)      (4)     (12)   --       --      --         (2)      (4)     (12)
    Other (1)............................      --       --       (1)   (1)      --      --         (1)      --       (1)
                                          -------  -------  -------   ----     ----    ----   -------  -------  ------- 
     Total OTTI losses recognized in                                                                                    
      earnings...........................      (2)      (4)     (13)   (1)      --      --         (3)      (4)     (13)
                                          -------  -------  -------   ----     ----    ----   -------  -------  ------- 
Net investment gains (losses)............ $    (7) $    26  $    (4) $ (1)    $ --    $ (2)   $    (8) $    26  $    (6)
                                          =======  =======  =======   ====     ====    ====   =======  =======  ======= 

--------                                                                        

(1)Other OTTI losses recognized in earnings include impairments on equity       
securities, impairments on perpetual hybrid securities classified within  
fixed maturity securities where the primary reason for the impairment was 
the severity and/or the duration of an unrealized loss position and fixed 
maturity securities where there is an intent to sell or it is more likely 
than not that the Company will be required to sell the security before    
recovery of the decline in estimated fair value.                          

Fixed maturity security OTTI losses recognized in earnings related to the   
following sectors and industries within the U.S. and foreign corporate          
securities sector:                                                              

                                                                [Download Table]

                                                       YEARS ENDED DECEMBER 31,
                                                       ------------------------
                                                         2011     2010    2009 
                                                       ------   ------  ------ 
                                                          (IN MILLIONS)        
                                                                               
Sector:                                                                        
U.S. and foreign corporate securities -- by industry:                          
 Utility..............................................  $ --     $  1    $ --  
 Finance..............................................    --       --      10  
 Consumer.............................................    --       --       1  
 Communications.......................................    --       --       1  
 Other industries.....................................    --       --      --  
                                                        ----     ----    ----  
   Total U.S. and foreign corporate securities........    --        1      12  
RMBS..................................................     2        2       1  
CMBS..................................................    --        1      --  
                                                        ----     ----    ----  
     Total............................................  $  2     $  4    $ 13  
                                                        ====     ====    ====  

The equity security OTTI losses recognized in earnings for the year ended   
December 31, 2011 of $1 million related to financial services industry          
perpetual hybrid securities classified within non-redeemable preferred stock.   

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METLIFE INVESTORS USA INSURANCE COMPANY 
(A Wholly-Owned Subsidiary of MetLife Insurance Company of Connecticut) 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 

CREDIT LOSS ROLLFORWARD -- ROLLFORWARD OF THE CUMULATIVE CREDIT LOSS COMPONENT
OF OTTI LOSS RECOGNIZED IN EARNINGS ON FIXED MATURITY SECURITIES STILL HELD   
FOR WHICH A PORTION OF THE OTTI LOSS WAS RECOGNIZED IN OTHER COMPREHENSIVE    
INCOME (LOSS)                                                                 

The table below presents a rollforward of the cumulative credit loss        
component of OTTI loss recognized in earnings on fixed maturity securities      
still held for which a portion of the OTTI loss was recognized in other         
comprehensive income (loss):                                                    

                                                        [Enlarge/Download Table]

                                                                                      YEARS ENDED DECEMBER 31,
                                                                                  --------------------------- 
                                                                                  2011           2010         
                                                                                  ----           ----         
                                                                                  (IN MILLIONS)               
                                                                                                              
Balance, at January 1,........................................................... $  1           $  1         
Additions:                                                                                                    
 Initial impairments -- credit loss OTTI recognized on securities not previously                              
   impaired......................................................................   --              1         
 Additional impairments -- credit loss OTTI recognized on securities                                          
   previously impaired...........................................................    2             --         
Reductions:                                                                                                   
 Sales (maturities, pay downs or prepayments) during the period of securities                                 
   previously impaired as credit loss OTTI.......................................   (1)            --         
 Securities impaired to net present value of expected future cash flows..........   (1)            (1)        
                                                                                      ----           ----     
Balance, at December 31,......................................................... $  1           $  1         
                                                                                      ====           ====     

NET INVESTMENT INCOME                                                         

The components of net investment income were as follows:                    

                                                                [Download Table]

                                                       YEARS ENDED DECEMBER 31,
                                                   --------------------------- 
                                                     2011      2010      2009  
                                                   ------    ------    ------  
                                                      (IN MILLIONS)            
                                                                               
Investment income:                                                             
Fixed maturity securities......................... $ 468     $ 430     $ 332   
Mortgage loans....................................    76        53        25   
Policy loans......................................     4         4         3   
Real estate joint ventures........................    --        (2)       (3)  
Other limited partnership interests...............    42        52        --   
Cash, cash equivalents and short-term investments.    --        (2)        3   
Other.............................................     9        --        --   
                                                   -----     -----     -----   
   Subtotal.......................................   599       535       360   
 Less: Investment expenses........................    13        15        11   
                                                   -----     -----     -----   
   Net investment income.......................... $ 586     $ 520     $ 349   
                                                   =====     =====     =====   

See "-- Related Party Investment Transactions" for discussion of affiliated 
net investment income and investment expenses included in the table above.      

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METLIFE INVESTORS USA INSURANCE COMPANY 
(A Wholly-Owned Subsidiary of MetLife Insurance Company of Connecticut) 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 

SECURITIES LENDING                                                            

As described more fully in Note 1, the Company participates in a securities 
lending program whereby blocks of securities are loaned to third parties. These 
transactions are treated as financing arrangements and the associated cash      
collateral received is recorded as a liability. The Company is obligated to     
return the cash collateral received to its counterparties.                      

Elements of the securities lending program are presented below at:          

                                                                [Download Table]

                                                        DECEMBER 31, 
                                                    -----------------
                                                       2011     2010 
                                                    -------- --------
                                                      (IN MILLIONS)  
                                                                     
Securities on loan: (1)                                              
 Amortized cost.................................... $  1,153 $  1,157
 Estimated fair value.............................. $  1,437 $  1,175
Cash collateral on deposit from counterparties (2). $  1,429 $  1,192
Security collateral on deposit from counterparties. $     37 $     --
Reinvestment portfolio -- estimated fair value..... $  1,414 $  1,180

--------                                                                        

(1)Included within fixed maturity securities and short-term investments.        

(2)Included within payables for collateral under securities loaned and other    
transactions.                                                             

Security collateral on deposit from counterparties in connection with the   
securities lending transactions may not be sold or repledged, unless the        
counterparty is in default, and is not reflected in the consolidated financial  
statements.                                                                     

INVESTED ASSETS ON DEPOSIT AND PLEDGED AS COLLATERAL                          

Invested assets on deposit and pledged as collateral are presented in the   
table below at estimated fair value for cash and cash equivalents and fixed     
maturity securities.                                                            

                                                                [Download Table]

                                                                 DECEMBER 31,
                                                             --------------- 
                                                               2011     2010 
                                                             -------  -------
                                                              (IN MILLIONS)  
                                                                             
Invested assets on deposit (1).............................. $     7  $     6
Invested assets pledged as collateral (2)...................       6       43
                                                             -------  -------
 Total invested assets on deposit and pledged as collateral. $    13  $    49
                                                             =======  =======

--------                                                                        

(1)The Company has invested assets on deposit with regulatory agencies          
consisting primarily of fixed maturity securities.                        

(2)Certain of the Company's invested assets are pledged as collateral for       
various derivative transactions. See Note 3.                              

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METLIFE INVESTORS USA INSURANCE COMPANY 
(A Wholly-Owned Subsidiary of MetLife Insurance Company of Connecticut) 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 

MORTGAGE LOANS                                                                

Mortgage loans are summarized as follows at:                                

                                                                [Download Table]

                                                DECEMBER 31,               
                                  ---------------------------------------- 
                                          2011                 2010        
                                  -------------------  ------------------- 
                                    CARRYING    % OF     CARRYING    % OF  
                                      VALUE     TOTAL      VALUE     TOTAL 
                                  ------------- -----  ------------- ----- 
                                  (IN MILLIONS)        (IN MILLIONS)       
                                                                           
Mortgage loans:                                                            
 Commercial......................    $ 1,314     87.1%    $ 1,002     85.3%
 Agricultural....................        205     13.6         185     15.7 
                                     -------    -----     -------    ----- 
   Subtotal......................      1,519    100.7       1,187    101.0 
 Valuation allowances............        (11)    (0.7)        (12)    (1.0)
                                     -------    -----     -------    ----- 
     Total mortgage loans, net...    $ 1,508    100.0%    $ 1,175    100.0%
                                     =======    =====     =======    ===== 

See "-- Related Party Investment Transactions" for discussion of affiliated 
mortgage loans included in the table above.                                     

The following tables present the recorded investment in mortgage loans, by  
portfolio segment, by method of evaluation of credit loss, and the related      
valuation allowances, by type of credit loss, at:                               

                                                                [Download Table]

                                                    COMMERCIAL  AGRICULTURAL   TOTAL
                                                   ----------- ------------- -------
                                                             (IN MILLIONS)          
                                                                                    
DECEMBER 31, 2011:                                                                  
Mortgage loans:                                                                     
 Evaluated individually for credit losses.........   $    --       $  --     $    --
 Evaluated collectively for credit losses.........     1,314         205       1,519
                                                     -------       -----     -------
   Total mortgage loans...........................     1,314         205       1,519
                                                     -------       -----     -------
Valuation allowances:                                                               
 Specific credit losses...........................        --          --          --
 Non-specifically identified credit losses........        10           1          11
                                                     -------       -----     -------
   Total valuation allowances.....................        10           1          11
                                                     -------       -----     -------
     Mortgage loans, net of valuation allowance...   $ 1,304       $ 204     $ 1,508
                                                     =======       =====     =======
DECEMBER 31, 2010:                                                                  
Mortgage loans:                                                                     
 Evaluated individually for credit losses.........   $    --       $  --     $    --
 Evaluated collectively for credit losses.........     1,002         185       1,187
                                                     -------       -----     -------
   Total mortgage loans...........................     1,002         185       1,187
                                                     -------       -----     -------
Valuation allowances:                                                               
 Specific credit losses...........................        --          --          --
 Non-specifically identified credit losses........        12          --          12
                                                     -------       -----     -------
   Total valuation allowances.....................        12          --          12
                                                     -------       -----     -------
     Mortgage loans, net of valuation allowance...   $   990       $ 185     $ 1,175
                                                     =======       =====     =======

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METLIFE INVESTORS USA INSURANCE COMPANY 
(A Wholly-Owned Subsidiary of MetLife Insurance Company of Connecticut) 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 

The following tables present the changes in the valuation allowance, by     
portfolio segment:                                                              

                                                                [Download Table]

                                MORTGAGE LOAN VALUATION ALLOWANCES
                                --------------------------------  
                                 COMMERCIAL   AGRICULTURAL   TOTAL
                                -----------  ------------- -------
                                          (IN MILLIONS)           
                                                                  
Balance at January 1, 2009.....    $  4          $ --       $  4  
Provision (release)............       2            --          2  
Charge-offs, net of recoveries.      (3)           --         (3) 
                                   ----          ----       ----  
Balance at December 31, 2009...       3            --          3  
Provision (release)............       9            --          9  
Charge-offs, net of recoveries.      --            --         --  
                                   ----          ----       ----  
Balance at December 31, 2010...      12            --         12  
Provision (release)............      (2)            1         (1) 
Charge-offs, net of recoveries.      --            --         --  
                                   ----          ----       ----  
Balance at December 31, 2011...    $ 10          $  1       $ 11  
                                   ====          ====       ====  

 Commercial Mortgage Loans -- by Credit Quality Indicators with Estimated Fair
Value. See Note 1 for a discussion of all credit quality indicators presented   
herein. Presented below for the commercial mortgage loans is the recorded       
investment, prior to valuation allowances, by the indicated loan-to-value ratio 
categories and debt service coverage ratio categories and estimated fair value  
of such mortgage loans by the indicated loan-to-value ratio categories at:      

                                                        [Enlarge/Download Table]

                                                 COMMERCIAL                           
                       -------------------------------------------------------------  
                                   RECORDED INVESTMENT                                
                       -------------------------------------------                    
                         DEBT SERVICE COVERAGE RATIOS                                 
                       -----------------------------          % OF   ESTIMATED  % OF  
                       > 1.20X  1.00X - 1.20X < 1.00X  TOTAL  TOTAL  FAIR VALUE TOTAL 
                       -------  ------------- ------- ------- -----  ---------- ----- 
                                    (IN MILLIONS)                  (IN MILLIONS)      
                                                                                      
DECEMBER 31, 2011:                                                                    
Loan-to-value ratios:                                                                 
Less than 65%......... $1,062       $ 15       $ 45   $ 1,122  85.4%  $ 1,201    85.9%
65% to 75%............    159          8         --       167  12.7       173    12.4 
76% to 80%............      2         --         --         2   0.2         2     0.1 
Greater than 80%......     13          8          2        23   1.7        22     1.6 
                       ------       ----       ----   ------- -----   -------   ----- 
 Total................ $1,236       $ 31       $ 47   $ 1,314 100.0%  $ 1,398   100.0%
                       ======       ====       ====   ======= =====   =======   ===== 
DECEMBER 31, 2010:                                                                    
Loan-to-value ratios:                                                                 
Less than 65%......... $  722       $ --       $ 30   $   752  75.0%  $   797    75.5%
65% to 75%............    142         10         25       177  17.7       186    17.6 
76% to 80%............     14         --         --        14   1.4        15     1.4 
Greater than 80%......     32         27         --        59   5.9        58     5.5 
                       ------       ----       ----   ------- -----   -------   ----- 
 Total................ $  910       $ 37       $ 55   $ 1,002 100.0%  $ 1,056   100.0%
                       ======       ====       ====   ======= =====   =======   ===== 

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METLIFE INVESTORS USA INSURANCE COMPANY 
(A Wholly-Owned Subsidiary of MetLife Insurance Company of Connecticut) 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 

Agricultural Mortgage Loans -- by Credit Quality Indicator. The recorded    
investment in agricultural mortgage loans, prior to valuation allowances, by    
credit quality indicator, is as shown below.                                    

                                                                [Download Table]

                                                  AGRICULTURAL               
                                    ---------------------------------------- 
                                                  DECEMBER 31,               
                                    ---------------------------------------- 
                                            2011                 2010        
                                    -------------------  ------------------- 
                                      RECORDED    % OF     RECORDED    % OF  
                                     INVESTMENT   TOTAL   INVESTMENT   TOTAL 
                                    ------------- -----  ------------- ----- 
                                    (IN MILLIONS)        (IN MILLIONS)       
                                                                             
Loan-to-value ratios:                                                        
Less than 65%......................    $   205    100.0%    $  185     100.0%
                                       -------    -----     ------     ----- 
  Total............................    $   205    100.0%    $  185     100.0%
                                       =======    =====     ======     ===== 

Past Due and Interest Accrual Status of Mortgage Loans. The Company has a   
high quality, well performing, mortgage loan portfolio, with 100% of all        
mortgage loans classified as performing at both December 31, 2011 and 2010. The 
Company defines delinquent mortgage loans consistent with industry practice,    
when interest and principal payments are past due, as follows: commercial       
mortgage loans -- 60 days or more; and agricultural mortgage loans -- 90 days   
or more. The Company had no loans past due and no loans in non-accrual status   
at both December 31, 2011 and 2010.                                             

Impaired Mortgage Loans. The Company had one impaired commercial mortgage   
loan with an unpaid principal balance, recorded investment and carrying value,  
which was modified in a troubled debt restructuring, of $2 million, at          
December 31, 2011. The average investment on such mortgage loan was $1 million  
for the year ended December 31, 2011. The Company had no impaired mortgage loan 
at December 31, 2010. The Company did not recognize interest income on impaired 
mortgage loans during the years ended December 31, 2011 and 2010.               

Mortgage Loans Modified in a Troubled Debt Restructuring. See Note 1 for a  
discussion of loan modifications that are classified as troubled debt           
restructuring and the types of concessions typically granted. At December 31,   
2011, the Company had one commercial mortgage loan modified during the period   
in a troubled debt restructuring with a pre-modification and post-modification  
carrying value of $2 million.                                                   

During the previous 12 months, the Company had no mortgage loans modified in
a troubled debt restructuring with a subsequent payment default at December 31, 
2011. Payment default is determined in the same manner as delinquency status -- 
when interest and principal payments are past due as follows: commercial        
mortgage loans -- 60 days or more; and agricultural mortgage loans -- 90 days   
or more.                                                                        

REAL ESTATE JOINT VENTURES                                                    

The carrying value of real estate joint ventures was $30 million at both    
December 31, 2011 and 2010. There were no impairments of real estate joint      
ventures for the year ended December 31, 2011. Impairments of real estate joint 
ventures were $2 million for each of the years ended December 31, 2010 and 2009.

OTHER LIMITED PARTNERSHIP INTERESTS                                           

The carrying value of other limited partnership interests (which primarily  
represent ownership interests in pooled investment funds that principally make  
private equity investments in companies in the United States and                

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METLIFE INVESTORS USA INSURANCE COMPANY 
(A Wholly-Owned Subsidiary of MetLife Insurance Company of Connecticut) 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 

overseas) was $535 million and $456 million at December 31, 2011 and 2010,      
respectively. Included within other limited partnership interests were          
$126 million and $105 million at December 31, 2011 and 2010, respectively, of   
investments in hedge funds. There were no impairments of cost method other      
limited partnership interests for the year ended December 31, 2011. Impairments 
of other limited partnership interests, principally other limited partnership   
interests accounted for under the cost method, were $1 million and $17 million  
for the years ended December 31, 2010 and 2009, respectively.                   

COLLECTIVELY SIGNIFICANT EQUITY METHOD INVESTMENTS                            

The Company holds investments in real estate joint ventures, real estate    
funds and other limited partnership interests consisting of leveraged buy-out   
funds, hedge funds, private equity funds, joint ventures and other funds. The   
portion of these investments accounted for under the equity method had a        
carrying value of $550 million as of December 31, 2011. The Company's maximum   
exposure to loss related to these equity method investments is limited to the   
carrying value of these investments plus unfunded commitments of $473 million   
as of December 31, 2011. Except for certain real estate joint ventures, the     
Company's investments in real estate funds and other limited partnership        
interests are generally of a passive nature in that the Company does not        
participate in the management of the entities.                                  

As further described in Note 1, the Company generally records its share of  
earnings in its equity method investments using a three-month lag methodology   
and within net investment income. Aggregate net investment income from these    
equity method real estate joint ventures, real estate funds and other limited   
partnership interests exceeded 10% of the Company's consolidated pre-tax income 
(loss) for one of the three most recent annual periods: 2010. The Company is    
providing the following aggregated summarized financial data for such equity    
method investments, for the three most recent periods, in order to provide      
comparative information. This aggregated summarized financial data does not     
represent the Company's proportionate share of the assets, liabilities, or      
earnings of such entities.                                                      

As of, and for the year ended December 31, 2011, the aggregated summarized  
financial data presented below reflects the latest available financial          
information. Aggregate total assets of these entities totaled $134.4 billion    
and $103.1 billion as of December 31, 2011 and 2010, respectively. Aggregate    
total liabilities of these entities totaled $7.3 billion and $7.4 billion as of 
December 31, 2011 and 2010, respectively. Aggregate net income (loss) of these  
entities totaled $5.0 billion, $11.0 billion and $12.1 billion for the years    
ended December 31, 2011, 2010 and 2009, respectively. Aggregate net income      
(loss) from real estate joint ventures, real estate funds and other limited     
partnership interests is primarily comprised of investment income, including    
recurring investment income and realized and unrealized investment gains        
(losses).                                                                       

OTHER INVESTED ASSETS                                                         

The following table presents the carrying value of the Company's other      
invested assets by type at:                                                     

                                                        [Enlarge/Download Table]

                                                                            DECEMBER 31,               
                                                              ---------------------------------------- 
                                                                      2011                 2010        
                                                              -------------------  ------------------- 
                                                                CARRYING     % OF    CARRYING     % OF 
                                                                  VALUE      TOTAL     VALUE      TOTAL
                                                              ------------- ------ ------------- ------
                                                              (IN MILLIONS)        (IN MILLIONS)       
                                                                                                       
Freestanding derivatives with positive estimated fair values.    $  356      58.7%    $   68      31.6%
Loans to affiliates..........................................       125      20.6         --        -- 
Leveraged leases, net of non-recourse debt...................        64      10.6         56      26.1 
Tax credit partnerships......................................        61      10.1         91      42.3 
                                                                 ------     -----     ------     ----- 
 Total.......................................................    $  606     100.0%    $  215     100.0%
                                                                 ======     =====     ======     ===== 

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METLIFE INVESTORS USA INSURANCE COMPANY 
(A Wholly-Owned Subsidiary of MetLife Insurance Company of Connecticut) 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 

See Note 3 for information regarding the freestanding derivatives with      
positive estimated fair values. Loans to affiliates, some of which are          
regulated, are used by the affiliates to assist in meeting their capital        
requirements. See "-- Related Party Investment Transactions" for information    
regarding loans to affiliates. See "Leveraged Leases" for the composition of    
leveraged leases. Tax credit partnerships are established for the purpose of    
investing in low-income housing and other social causes, where the primary      
return on investment is in the form of income tax credits, and are accounted    
for under the equity method or under the effective yield method.                

Leveraged Leases                                                              

Investment in leveraged leases, included in other invested assets, consisted
of the following:                                                               

                                                        [Enlarge/Download Table]

                                                                                          DECEMBER 31,
                                                                                      --------------  
                                                                                        2011     2010 
                                                                                      ------   ------ 
                                                                                       (IN MILLIONS)  
                                                                                                      
Rental receivables, net.............................................................. $   92   $   92 
Estimated residual values............................................................     14       14 
                                                                                      ------   ------ 
  Subtotal...........................................................................    106      106 
Unearned income......................................................................    (42)     (50)
                                                                                      ------   ------ 
  Investment in leveraged leases..................................................... $   64   $   56 
                                                                                      ======   ====== 

Rental receivables are generally due in periodic installments. The remaining
payment periods were 21 years. For rental receivables, the primary credit       
quality indicator is whether the rental receivable is performing or             
non-performing, which is assessed monthly. The Company generally defines        
non-performing rental receivables as those that are 90 days or more past due.   
As of December 31, 2011 and 2010, all rental receivables were performing.       

 The deferred income tax liability related to leveraged leases was $35 million
and $4 million at December 31, 2011 and 2010, respectively.                     

The components of income from investment in leveraged leases, excluding     
realized gains (losses) were as follows:                                        

                                                        [Enlarge/Download Table]

                                                                                YEARS ENDED DECEMBER 31,
                                                                            ----------------------------
                                                                              2011      2010      2009  
                                                                            ------    ------    ------  
                                                                               (IN MILLIONS)            
                                                                                                        
Net income from investment in leveraged leases.............................  $  8     $  --     $  --   
Less: Income tax expense on leveraged leases...............................    (3)       --        --   
                                                                             ----     -----     -----   
Net investment income after income tax from investment in leveraged leases.  $  5     $  --     $  --   
                                                                             ====     =====     =====   

CASH EQUIVALENTS                                                              

The carrying value of cash equivalents, which includes securities and other 
investments with an original or remaining maturity of three months or less at   
the time of purchase, was $44 million and $221 million at December 31, 2011 and 
2010, respectively.                                                             

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METLIFE INVESTORS USA INSURANCE COMPANY 
(A Wholly-Owned Subsidiary of MetLife Insurance Company of Connecticut) 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 

PURCHASED CREDIT IMPAIRED INVESTMENTS                                         

Investments acquired with evidence of credit quality deterioration since    
origination and for which it is probable at the acquisition date that the       
Company will be unable to collect all contractually required payments are       
classified as purchased credit impaired investments. For each investment, the   
excess of the cash flows expected to be collected as of the acquisition date    
over its acquisition-date fair value is referred to as the accretable yield and 
is recognized as net investment income on an effective yield basis. If          
subsequently, based on current information and events, it is probable that      
there is a significant increase in cash flows previously expected to be         
collected or if actual cash flows are significantly greater than cash flows     
previously expected to be collected, the accretable yield is adjusted           
prospectively. The excess of the contractually required payments (including     
interest) as of the acquisition date over the cash flows expected to be         
collected as of the acquisition date is referred to as the nonaccretable        
difference, and this amount is not expected to be realized as net investment    
income. Decreases in cash flows expected to be collected can result in OTTI.    

The table below presents the purchased credit impaired fixed maturity       
securities, held at:                                                            

                                                                [Download Table]

                                                                 DECEMBER 31,
                                                             ----------------
                                                               2011     2010 
                                                             ------   ------ 
                                                             (IN MILLIONS)   
                                                                             
Outstanding principal and interest balance (1).............. $  315   $  20  
Carrying value (2).......................................... $  229   $  19  

--------                                                                        

(1)Represents the contractually required payments which is the sum of           
contractual principal, whether or not currently due, and accrued interest.

(2)Estimated fair value plus accrued interest.                                  

The following table presents information about purchased credit impaired    
fixed maturity securities acquired during the periods, as of their respective   
acquisition dates:                                                              

                                                                [Download Table]

                                                                 DECEMBER 31,
                                                             ----------------
                                                               2011     2010 
                                                             ------   ------ 
                                                             (IN MILLIONS)   
                                                                             
Contractually required payments (including interest)........ $  482   $  24  
Cash flows expected to be collected (1)..................... $  421   $  24  
Fair value of investments acquired.......................... $  238   $  19  

--------                                                                        

(1)Represents undiscounted principal and interest cash flow expectations, at    
the date of acquisition.                                                  

The following table presents activity for the accretable yield on purchased 
credit impaired fixed maturity securities for:                                  

                                                                [Download Table]

                                                                 DECEMBER 31,
                                                             --------------- 
                                                                2011     2010
                                                             -------   ------
                                                              (IN MILLIONS)  
                                                                             
Accretable yield, January 1,................................ $     5   $   --
Investments purchased.......................................     183        5
Accretion recognized in earnings............................      (7)      --
Reclassification (to) from nonaccretable difference.........       6       --
                                                             -------   ------
Accretable yield, December 31,.............................. $   187   $    5
                                                             =======   ======

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METLIFE INVESTORS USA INSURANCE COMPANY 
(A Wholly-Owned Subsidiary of MetLife Insurance Company of Connecticut) 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 

VARIABLE INTEREST ENTITIES                                                    

The Company holds investments in certain entities that are VIEs. The        
following table presents the carrying amount and maximum exposure to loss       
relating to VIEs for which the Company holds significant variable interests but 
is not the primary beneficiary and which have not been consolidated at:         

                                                        [Enlarge/Download Table]

                                                             DECEMBER 31,               
                                               -----------------------------------------
                                                       2011                 2010        
                                               -------------------- --------------------
                                                          MAXIMUM              MAXIMUM  
                                               CARRYING  EXPOSURE   CARRYING  EXPOSURE  
                                                AMOUNT  TO LOSS (1)  AMOUNT  TO LOSS (1)
                                               -------- ----------- -------- -----------
                                                             (IN MILLIONS)              
                                                                                        
Fixed maturity securities available-for-sale:                                           
 RMBS (2)..................................... $ 1,313    $ 1,313   $   984    $   984  
 CMBS (2).....................................     567        567       513        513  
 ABS (2)......................................     365        365       409        409  
 Foreign corporate securities.................      79         79        56         56  
 U.S. corporate securities....................      30         30        24         24  
Other limited partnership interests...........     446        761       409        763  
                                               -------    -------   -------    -------  
   Total...................................... $ 2,800    $ 3,115   $ 2,395    $ 2,749  
                                               =======    =======   =======    =======  

--------                                                                        

(1)The maximum exposure to loss relating to the fixed maturity securities is    
  equal to the carrying amounts or carrying amounts of retained interests. The
  maximum exposure to loss relating to the other limited partnership interests
is equal to the carrying amounts plus any unfunded commitments of the     
  Company. Such a maximum loss would be expected to occur only upon bankruptcy
of the issuer or investee.                                                

(2)For these variable interests, the Company's involvement is limited to that   
of a passive investor.                                                    

As described in Note 10, the Company makes commitments to fund partnership  
investments in the normal course of business. Excluding these commitments, the  
Company did not provide financial or other support to investees designated as   
VIEs during the years ended December 31, 2011, 2010 and 2009.                   

RELATED PARTY INVESTMENT TRANSACTIONS                                         

In the normal course of business, the Company transfers invested assets,    
primarily consisting of fixed maturity securities, to and from affiliates.      
Invested assets transferred to and from affiliates were as follows:             

                                                        [Enlarge/Download Table]

                                                                         YEARS ENDED DECEMBER 31,
                                                                     --------------------------- 
                                                                       2011      2010     2009   
                                                                     ------    ------   ------   
                                                                         (IN MILLIONS)           
                                                                                                 
Estimated fair value of invested assets transferred to affiliates... $  --     $  105   $    9   
Amortized cost of invested assets transferred to affiliates......... $  --     $   97   $   13   
Net investment gains (losses) recognized on transfers............... $  --     $    8   $   (4)  
Estimated fair value of invested assets transferred from affiliates. $  --     $   46   $  155   

During 2009, the Company loaned $120 million to wholly-owned real estate    
subsidiaries of an affiliate, Metropolitan Life Insurance Company ("MLIC"),     
which are included in mortgage loans. The carrying value of                     

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METLIFE INVESTORS USA INSURANCE COMPANY 
(A Wholly-Owned Subsidiary of MetLife Insurance Company of Connecticut) 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 

these loans was $118 million and $119 million at December 31, 2011 and 2010,    
respectively. A loan of $80 million bears interest at 7.26% and is due in       
quarterly principal and interest payments of $2 million through January 2020,   
when the principal balance is due. A loan of $40 million bears interest at      
7.01% with quarterly interest only payments of $1 million through January 2020, 
when the principal balance is due. The loans are secured by interests in the    
real estate subsidiaries, which own operating real estate with a fair value in  
excess of the loans. Net investment income from these loans was $9 million for  
both years ended December 31, 2011 and 2010, and less than $1 million for the   
year ended December 31, 2009.                                                   

During 2011, the Company loaned $125 million to Exeter Reassurance Company  
Ltd. ("Exeter"), an affiliate. The loan was outstanding at December 31, 2011,   
and is included in other invested assets. The loan is due on December 16, 2021, 
and bears interest, payable semi-annually, at 5.86%. Both the principal and     
interest payments have been guaranteed by MetLife. Net investment income from   
this loan was less than $1 million for the year ended December 31, 2011.        

The Company receives investment administrative services from an affiliate.  
These investment expenses were $10 million, $8 million and $4 million for the   
years ended December 31, 2011, 2010 and 2009, respectively. The Company also    
had additional affiliated net investment income of less than $1 million, ($2)   
million and $2 million for the years ended December 31, 2011, 2010 and 2009,    
respectively.                                                                   

3. DERIVATIVE FINANCIAL INSTRUMENTS                                             

ACCOUNTING FOR DERIVATIVE FINANCIAL INSTRUMENTS                               

See Note 1 for a description of the Company's accounting policies for       
derivative financial instruments.                                               

See Note 4 for information about the fair value hierarchy for derivatives.  

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METLIFE INVESTORS USA INSURANCE COMPANY 
(A Wholly-Owned Subsidiary of MetLife Insurance Company of Connecticut) 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 

PRIMARY RISKS MANAGED BY DERIVATIVE FINANCIAL INSTRUMENTS                     

The Company is exposed to various risks relating to its ongoing business    
operations, including interest rate risk, foreign currency risk, credit risk    
and equity market risk. The Company uses a variety of strategies to manage      
these risks, including the use of derivative instruments. The following table   
presents the gross notional amount, estimated fair value and primary underlying 
risk exposure of the Company's derivative financial instruments, excluding      
embedded derivatives, held at:                                                  

                                                        [Enlarge/Download Table]

                                                                    DECEMBER 31,                      
                                               -------------------------------------------------------
                                                          2011                        2010            
                                               --------------------------- ---------------------------
                                                          ESTIMATED FAIR              ESTIMATED FAIR  
                                                            VALUE (1)                   VALUE (1)     
PRIMARY UNDERLYING                             NOTIONAL ------------------ NOTIONAL ------------------
RISK EXPOSURE            INSTRUMENT TYPE        AMOUNT  ASSETS LIABILITIES  AMOUNT  ASSETS LIABILITIES
------------------  -------------------------- -------- ------ ----------- -------- ------ -----------
                                                                    (IN MILLIONS)                     
                                                                                                      
Interest rate       Interest rate swaps....... $ 1,029  $ 154     $ 13     $   900   $ 15     $ 25    
                    Interest rate floors......   2,000    100       --       2,000     45       --    
                    Interest rate caps........   2,000      1       --       1,500      1       --    
                    Interest rate futures.....     101      1       --         780      2        3    
                    Interest rate forwards....     410     87       --         485     --       48    
Foreign currency    Foreign currency swaps....     177      9        3         117      2        6    
                    Foreign currency forwards.      --     --       --          34     --       --    
Credit              Credit default swaps......     519      4        5         239      3        2    
Equity market       Equity options............      23     --       --          15     --       --    
                                               -------  -----     ----     -------   ----     ----    
                      Total................... $ 6,259  $ 356     $ 21     $ 6,070   $ 68     $ 84    
                                               =======  =====     ====     =======   ====     ====    

--------                                                                        

(1)The estimated fair value of all derivatives in an asset position is reported 
within other invested assets in the consolidated balance sheets and the   
 estimated fair value of all derivatives in a liability position is reported
within other liabilities in the consolidated balance sheets.              

The following table presents the gross notional amount of derivative        
financial instruments by maturity at December 31, 2011:                         

                                                        [Enlarge/Download Table]

                                                  REMAINING LIFE                        
                           -------------------------------------------------------------
                                       AFTER ONE YEAR AFTER FIVE YEARS                  
                           ONE YEAR OR  THROUGH FIVE    THROUGH TEN    AFTER TEN        
                              LESS         YEARS           YEARS         YEARS    TOTAL 
                           ----------- -------------- ---------------- --------- -------
                                                   (IN MILLIONS)                        
                                                                                        
Interest rate swaps.......   $   --       $   468           $ --         $ 561   $ 1,029
Interest rate floors......       --         2,000             --            --     2,000
Interest rate caps........      500         1,500             --            --     2,000
Interest rate futures.....      101            --             --            --       101
Interest rate forwards....      150           260             --            --       410
Foreign currency swaps....       --            21             88            68       177
Foreign currency forwards.       --            --             --            --        --
Credit default swaps......        1           518             --            --       519
Equity options............       23            --             --            --        23
                             ------       -------           ----         -----   -------
   Total..................   $  775       $ 4,767           $ 88         $ 629   $ 6,259
                             ======       =======           ====         =====   =======

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METLIFE INVESTORS USA INSURANCE COMPANY 
(A Wholly-Owned Subsidiary of MetLife Insurance Company of Connecticut) 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 

Interest rate swaps are used by the Company primarily to reduce market risks
from changes in interest rates and to alter interest rate exposure arising from 
mismatches between assets and liabilities (duration mismatches). In an interest 
rate swap, the Company agrees with another party to exchange, at specified      
intervals, the difference between fixed rate and floating rate interest amounts 
as calculated by reference to an agreed notional principal amount. These        
transactions are entered into pursuant to master agreements that provide for a  
single net payment to be made by the counterparty at each due date. The Company 
utilizes interest rate swaps in fair value, cash flow and non-qualifying        
hedging relationships.                                                          

The Company purchases interest rate caps and floors primarily to protect its
floating rate liabilities against rises in interest rates above a specified     
level, and against interest rate exposure arising from mismatches between       
assets and liabilities (duration mismatches), as well as to protect its minimum 
rate guarantee liabilities against declines in interest rates below a specified 
level, respectively. In certain instances, the Company locks in the economic    
impact of existing purchased caps and floors by entering into offsetting        
written caps and floors. The Company utilizes interest rate caps and floors in  
non-qualifying hedging relationships.                                           

In exchange-traded interest rate (Treasury and swap) futures transactions,  
the Company agrees to purchase or sell a specified number of contracts, the     
value of which is determined by the different classes of interest rate          
securities, and to post variation margin on a daily basis in an amount equal to 
the difference in the daily market values of those contracts. The Company       
enters into exchange-traded futures with regulated futures commission merchants 
that are members of the exchange. Exchange-traded interest rate (Treasury and   
swap) futures are used primarily to hedge mismatches between the duration of    
assets in a portfolio and the duration of liabilities supported by those        
assets, to hedge against changes in value of securities the Company owns or     
anticipates acquiring and to hedge against changes in interest rates on         
anticipated liability issuances by replicating Treasury or swap curve           
performance. The Company utilizes exchange-traded interest rate futures in      
non-qualifying hedging relationships.                                           

The Company writes covered call options on its portfolio of U.S. Treasury   
securities as an income generation strategy. In a covered call transaction, the 
Company receives a premium at the inception of the contract in exchange for     
giving the derivative counterparty the right to purchase the referenced         
security from the Company at a predetermined price. The call option is          
"covered" because the Company owns the referenced security over the term of the 
option. Covered call options are included in interest rate options. The Company 
utilizes covered call options in non-qualifying hedging relationships.          

The Company enters into interest rate forwards to buy and sell securities.  
The price is agreed upon at the time of the contract and payment for such a     
contract is made at a specified future date. The Company utilizes interest rate 
forwards in cash flow and non-qualifying hedging relationships.                 

Foreign currency derivatives, including foreign currency swaps and foreign  
currency forwards, are used by the Company to reduce the risk from fluctuations 
in foreign currency exchange rates associated with its assets and liabilities   
denominated in foreign currencies.                                              

 In a foreign currency swap transaction, the Company agrees with another party
to exchange, at specified intervals, the difference between one currency and    
another at a fixed exchange rate, generally set at inception, calculated by     
reference to an agreed upon principal amount. The principal amount of each      
currency is exchanged at the inception and termination of the currency swap by  
each party. The Company utilizes foreign currency swaps in cash flow and        
non-qualifying hedging relationships.                                           

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METLIFE INVESTORS USA INSURANCE COMPANY 
(A Wholly-Owned Subsidiary of MetLife Insurance Company of Connecticut) 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 

In a foreign currency forward transaction, the Company agrees with another  
party to deliver a specified amount of an identified currency at a specified    
future date. The price is agreed upon at the time of the contract and payment   
for such a contract is made in a different currency at the specified future     
date. The Company utilizes foreign currency forwards in non-qualifying hedging  
relationships.                                                                  

Certain credit default swaps are used by the Company to hedge against       
credit-related changes in the value of its investments. In a credit default     
swap transaction, the Company agrees with another party, at specified           
intervals, to pay a premium to hedge credit risk. If a credit event, as defined 
by the contract, occurs, the contract may be cash settled or it may be settled  
gross by the delivery of par quantities of the referenced investment equal to   
the specified swap notional in exchange for the payment of cash amounts by the  
counterparty equal to the par value of the investment surrendered. The Company  
utilizes credit default swaps in non-qualifying hedging relationships.          

Credit default swaps are also used to synthetically create investments that 
are either more expensive to acquire or otherwise unavailable in the cash       
markets. These transactions are a combination of a derivative and one or more   
cash instruments such as U.S. Treasury securities, agency securities or other   
fixed maturity securities. These credit default swaps are not designated as     
hedging instruments.                                                            

Equity index options are used by the Company primarily to hedge minimum     
guarantees embedded in certain variable annuity products offered by the         
Company. To hedge against adverse changes in equity indices, the Company enters 
into contracts to sell the equity index within a limited time at a contracted   
price. The contracts will be net settled in cash based on differentials in the  
indices at the time of exercise and the strike price. Certain of these          
contracts may also contain settlement provisions linked to interest rates. In   
certain instances, the Company may enter into a combination of transactions to  
hedge adverse changes in equity indices within a pre-determined range through   
the purchase and sale of options. Equity index options are included in equity   
options in the preceding table. The Company utilizes equity index options in    
non-qualifying hedging relationships.                                           

HEDGING                                                                       

The following table presents the gross notional amount and estimated fair   
value of derivatives designated as hedging instruments by type of hedge         
designation at:                                                                 

                                                        [Enlarge/Download Table]

                                                                    DECEMBER 31,                          
                                               -----------------------------------------------------------
                                                          2011                          2010              
                                               ----------------------------- -----------------------------
                                                        ESTIMATED FAIR VALUE          ESTIMATED FAIR VALUE
                                               NOTIONAL -------------------- NOTIONAL --------------------
DERIVATIVES DESIGNATED AS HEDGING INSTRUMENTS   AMOUNT  ASSETS  LIABILITIES   AMOUNT  ASSETS  LIABILITIES 
---------------------------------------------  -------- ------  -----------  -------- ------  ----------- 
                                                                    (IN MILLIONS)                         
                                                                                                          
        Fair value hedges:                                                                                
         Interest rate swaps..................  $  22   $  --      $   1      $  10   $  --      $ --     
                                                -----   -----      -----      -----   -----      ----     
           Subtotal...........................     22      --          1         10      --        --     
                                                -----   -----      -----      -----   -----      ----     
        Cash flow hedges:                                                                                 
         Foreign currency swaps...............    128       7          2         76       1         3     
         Interest rate swaps..................    165      47         --        295       1        22     
         Interest rate forwards...............    410      87         --        485      --        48     
                                                -----   -----      -----      -----   -----      ----     
           Subtotal...........................    703     141          2        856       2        73     
                                                -----   -----      -----      -----   -----      ----     
           Total qualifying hedges............  $ 725   $ 141      $   3      $ 866   $   2      $ 73     
                                                =====   =====      =====      =====   =====      ====     

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METLIFE INVESTORS USA INSURANCE COMPANY 
(A Wholly-Owned Subsidiary of MetLife Insurance Company of Connecticut) 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 

The following table presents the gross notional amount and estimated fair   
value of derivatives that were not designated or do not qualify as hedging      
instruments by derivative type at:                                              

                                                        [Enlarge/Download Table]

                                                                 DECEMBER 31,                          
                                            -----------------------------------------------------------
                                                       2011                          2010              
                                            ----------------------------- -----------------------------
                                                     ESTIMATED FAIR VALUE          ESTIMATED FAIR VALUE
DERIVATIVES NOT DESIGNATED OR NOT           NOTIONAL -------------------- NOTIONAL --------------------
QUALIFYING AS HEDGING INSTRUMENTS            AMOUNT  ASSETS  LIABILITIES   AMOUNT  ASSETS  LIABILITIES 
------------------------------------------  -------- ------  -----------  -------- ------  ----------- 
                                                                 (IN MILLIONS)                         
                                                                                                       
Interest rate swaps........................ $   842  $ 107      $  12     $    595 $  14      $   3    
Interest rate floors.......................   2,000    100         --        2,000    45         --    
Interest rate caps.........................   2,000      1         --        1,500     1         --    
Interest rate futures......................     101      1         --          780     2          3    
Foreign currency swaps.....................      49      2          1           41     1          3    
Foreign currency forwards..................      --     --         --           34    --         --    
Credit default swaps.......................     519      4          5          239     3          2    
Equity options.............................      23     --         --           15    --         --    
                                            -------  -----      -----     -------- -----      -----    
   Total non-designated or non-qualifying                                                              
     derivatives........................... $ 5,534  $ 215      $  18     $  5,204 $  66      $  11    
                                            =======  =====      =====     ======== =====      =====    

NET DERIVATIVE GAINS (LOSSES)                                                 

The components of net derivative gains (losses) were as follows:            

                                                                [Download Table]

                                            YEARS ENDED DECEMBER 31,
                                            ----------------------- 
                                              2011    2010    2009  
                                            ------  ------  ------  
                                                (IN MILLIONS)       
                                                                    
Derivatives and hedging gains (losses) (1). $ 191   $   3   $  (75) 
Embedded derivatives.......................   510     112     (528) 
                                            -----   -----   ------  
   Total net derivative gains (losses)..... $ 701   $ 115   $ (603) 
                                            =====   =====   ======  

--------                                                                        

(1)Includes foreign currency transaction gains (losses) on hedged items in cash 
flow and non-qualifying hedging relationships, which are not presented    
elsewhere in this note.                                                   

The Company recognized insignificant net investment income from settlement  
payments related to qualifying hedges for the years ended December 31, 2011,    
2010 and 2009.                                                                  

The Company recognized $36 million, $20 million and $15 million of net      
derivative gains (losses) from settlement payments related to non-qualifying    
hedges for the years ended December 31, 2011, 2010 and 2009, respectively.      

FAIR VALUE HEDGES                                                             

The Company designates and accounts for interest rate swaps to convert fixed
rate investments to floating rate investments as fair value hedges when they    
have met the requirements of fair value hedging.                                

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METLIFE INVESTORS USA INSURANCE COMPANY 
(A Wholly-Owned Subsidiary of MetLife Insurance Company of Connecticut) 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 

 The Company recognized insignificant amounts in net derivative gains (losses)
representing the ineffective portion of all fair value hedges for the years     
ended December 31, 2011 and 2010. Changes in the fair value of the derivatives  
and the hedged items were insignificant for the years ended December 31, 2011   
and 2010. The Company did not have any fair value hedges during the year ended  
December 31, 2009.                                                              

All components of each derivative's gain or loss were included in the       
assessment of hedge effectiveness.                                              

CASH FLOW HEDGES                                                              

The Company designates and accounts for the following as cash flow hedges   
when they have met the requirements of cash flow hedging: (i) foreign currency  
swaps to hedge the foreign currency cash flow exposure of foreign currency      
denominated investments and liabilities; (ii) interest rate forwards to lock in 
the price to be paid for forward purchases of investments; and (iii) interest   
rate swaps and interest rate forwards to hedge the forecasted purchases of      
fixed-rate investments.                                                         

For the years ended December 31, 2011 and 2010, the Company recognized      
insignificant amounts of net derivative gains (losses) which represented the    
ineffective portion of all cash flow hedges. For the year ended December 31,    
2009, the Company did not recognize any net derivative gains (losses) which     
represented the ineffective portion of all cash flow hedges. In certain         
instances, the Company discontinued cash flow hedge accounting because the      
forecasted transactions did not occur on the anticipated date, within two       
months of that date, or were no longer probable of occurring. The net amount    
reclassified into net derivative gains (losses) for the year ended December 31, 
2011 related to such discontinued cash flow hedges was $1 million. For the      
years ended December 31, 2010 and 2009, there were no instances in which the    
Company discontinued cash flow hedge accounting because the forecasted          
transactions did not occur on the anticipated date, within two months of that   
date, or were no longer probable of occurring.                                  

At December 31, 2011 and 2010, the maximum length of time over which the    
Company was hedging its exposure to variability in future cash flows for        
forecasted transactions did not exceed five years and six years, respectively.  

The following table presents the components of accumulated other            
comprehensive income (loss), before income tax, related to cash flow hedges:    

                                                        [Enlarge/Download Table]

                                                                               YEARS ENDED DECEMBER 31,
                                                                               ----------------------- 
                                                                                 2011     2010    2009 
                                                                               ------   ------  ------ 
                                                                                  (IN MILLIONS)        
                                                                                                       
Accumulated other comprehensive income (loss), balance at January 1,.......... $ (73)   $  (1)   $ (2) 
Gains (losses) deferred in other comprehensive income (loss) on the effective                          
  portion of cash flow hedges.................................................   208      (70)      7  
Amounts reclassified to net derivative gains (losses).........................    (9)      (2)     (6) 
                                                                               -----    -----    ----  
Accumulated other comprehensive income (loss), balance at December 31,........ $ 126    $ (73)   $ (1) 
                                                                               =====    =====    ====  

 At December 31, 2011, insignificant amounts of deferred net gains (losses) on
derivatives in accumulated other comprehensive income (loss) were expected to   
be reclassified to earnings within the next 12 months.                          

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METLIFE INVESTORS USA INSURANCE COMPANY 
(A Wholly-Owned Subsidiary of MetLife Insurance Company of Connecticut) 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 

The following table presents the effects of derivatives in cash flow hedging
relationships on the consolidated statements of operations and the consolidated 
statements of stockholder's equity:                                             

                                                        [Enlarge/Download Table]

                                          AMOUNT OF GAINS          AMOUNT AND LOCATION       
                                         (LOSSES) DEFERRED          OF GAINS (LOSSES)        
                                       IN ACCUMULATED OTHER         RECLASSIFIED FROM        
DERIVATIVES IN CASH FLOW               COMPREHENSIVE INCOME  ACCUMULATED OTHER COMPREHENSIVE 
HEDGING RELATIONSHIPS                  (LOSS) ON DERIVATIVES INCOME (LOSS) INTO INCOME (LOSS)
-------------------------------------- --------------------- --------------------------------
                                                                      NET DERIVATIVE         
                                                                      GAINS (LOSSES)         
                                                             --------------------------------
                                                           (IN MILLIONS)                     
                                                                                             
FOR THE YEAR ENDED DECEMBER 31, 2011:                                                        
 Interest rate swaps..................      $       57                  $       1            
 Foreign currency swaps...............               7                         (1)           
 Interest rate forwards...............             144                          9            
                                            ----------                  ---------            
   Total..............................      $      208                  $       9            
                                            ==========                  =========            
FOR THE YEAR ENDED DECEMBER 31, 2010:                                                        
 Interest rate swaps..................      $      (21)                 $      --            
 Foreign currency swaps...............              (1)                        --            
 Interest rate forwards...............             (48)                         2            
                                            ----------                  ---------            
   Total..............................      $      (70)                 $       2            
                                            ==========                  =========            
FOR THE YEAR ENDED DECEMBER 31, 2009:                                                        
 Interest rate swaps..................      $       --                  $      --            
 Foreign currency swaps...............              (1)                        --            
 Interest rate forwards...............               8                          6            
                                            ----------                  ---------            
   Total..............................      $        7                  $       6            
                                            ==========                  =========            

All components of each derivative's gain or loss were included in the       
assessment of hedge effectiveness.                                              

NON-QUALIFYING DERIVATIVES AND DERIVATIVES FOR PURPOSES OTHER THAN HEDGING    

The Company enters into the following derivatives that do not qualify for   
hedge accounting or for purposes other than hedging: (i) interest rate swaps,   
caps and floors and interest rate futures to economically hedge its exposure to 
interest rates; (ii) foreign currency forwards and swaps to economically hedge  
its exposure to adverse movements in exchange rates; (iii) interest rate        
forwards to buy and sell securities to economically hedge its exposure to       
interest rates; (iv) covered call options for income generation; (v) credit     
default swaps to economically hedge exposure to adverse movements in credit;    
(vi) credit default swaps to synthetically create investments; and (vii) equity 
options to economically hedge certain invested assets against adverse changes   
in equity indices.                                                              

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METLIFE INVESTORS USA INSURANCE COMPANY 
(A Wholly-Owned Subsidiary of MetLife Insurance Company of Connecticut) 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 

The following table presents the amount and location of gains (losses)      
recognized in income for derivatives that were not designated or qualifying as  
hedging instruments:                                                            

                                                                [Download Table]

                                            NET          NET    
                                         DERIVATIVE   INVESTMENT
                                       GAINS (LOSSES) INCOME (1)
                                       -------------- ----------
                                             (IN MILLIONS)      
                                                                
FOR THE YEAR ENDED DECEMBER 31, 2011:                           
Interest rate swaps...................     $  84         $ --   
Interest rate floors..................        55           --   
Interest rate caps....................        (2)          --   
Interest rate futures.................         6           --   
Foreign currency swaps................         2           --   
Foreign currency forwards.............        (2)          --   
Equity options........................        --           (2)  
Interest rate options.................         1           --   
Interest rate forwards................        (1)          --   
Credit default swaps..................         1           --   
                                           -----         ----   
 Total................................     $ 144         $ (2)  
                                           =====         ====   
FOR THE YEAR ENDED DECEMBER 31, 2010:                           
Interest rate swaps...................     $  (4)        $ --   
Interest rate floors..................        17           --   
Interest rate caps....................        (2)          --   
Interest rate futures.................       (28)          --   
Foreign currency swaps................        (1)          --   
Foreign currency forwards.............        (2)          --   
Equity options........................        --           (1)  
Interest rate options.................        --           --   
Interest rate forwards................         1           --   
Credit default swaps..................         1           --   
                                           -----         ----   
 Total................................     $ (18)        $ (1)  
                                           =====         ====   
FOR THE YEAR ENDED DECEMBER 31, 2009:                           
Interest rate swaps...................     $   1         $ --   
Interest rate floors..................       (86)          --   
Interest rate caps....................         1           --   
Interest rate futures.................        (1)          --   
Foreign currency swaps................        (9)          --   
Foreign currency forwards.............        --           --   
Equity options........................        --           --   
Interest rate options.................        --           --   
Interest rate forwards................        --           --   
Credit default swaps..................        (2)          --   
                                           -----         ----   
 Total................................     $ (96)        $ --   
                                           =====         ====   

--------                                                                        

(1)Changes in estimated fair value related to economic hedges of equity method  
investments in joint ventures.                                            

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METLIFE INVESTORS USA INSURANCE COMPANY 
(A Wholly-Owned Subsidiary of MetLife Insurance Company of Connecticut) 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 

CREDIT DERIVATIVES                                                            

 In connection with synthetically created investment transactions, the Company
writes credit default swaps for which it receives a premium to insure credit    
risk. Such credit derivatives are included within the non-qualifying            
derivatives and derivatives for purposes other than hedging table. If a credit  
event occurs, as defined by the contract, the contract may be cash settled or   
it may be settled gross by the Company paying the counterparty the specified    
swap notional amount in exchange for the delivery of par quantities of the      
referenced credit obligation. The Company's maximum amount at risk, assuming    
the value of all referenced credit obligations is zero, was $469 million and    
$185 million at December 31, 2011 and 2010, respectively. The Company can       
terminate these contracts at any time through cash settlement with the          
counterparty at an amount equal to the then current fair value of the credit    
default swaps. At December 31, 2011, the Company would have paid $2 million to  
terminate all of these contracts, and at December 31, 2010, the Company would   
have received $2 million to terminate all of these contracts.                   

The following table presents the estimated fair value, maximum amount of    
future payments and weighted average years to maturity of written credit        
default swaps at:                                                               

                                                        [Enlarge/Download Table]

                                                                         DECEMBER 31,                                 
                                         -----------------------------------------------------------------------------
                                                          2011                                   2010                 
                                         -------------------------------------- --------------------------------------
                                                       MAXIMUM                                MAXIMUM                 
                                         ESTIMATED      AMOUNT                  ESTIMATED    AMOUNT OF                
                                         FAIR VALUE   OF FUTURE      WEIGHTED   FAIR VALUE     FUTURE       WEIGHTED  
                                         OF CREDIT  PAYMENTS UNDER   AVERAGE    OF CREDIT  PAYMENTS UNDER   AVERAGE   
RATING AGENCY DESIGNATION OF REFERENCED   DEFAULT   CREDIT DEFAULT   YEARS TO    DEFAULT   CREDIT DEFAULT   YEARS TO  
CREDIT OBLIGATIONS (1)                     SWAPS      SWAPS (2)    MATURITY (3)   SWAPS      SWAPS (2)    MATURITY (3)
---------------------------------------  ---------- -------------- ------------ ---------- -------------- ------------
                                               (IN MILLIONS)                          (IN MILLIONS)                   
                                                                                                                      
   Aaa/Aa/A                                                                                                           
   Single name credit default swaps                                                                                   
     (corporate)........................   $   1        $  63          4.1         $ --        $  23          4.1     
   Credit default swaps referencing                                                                                   
     indices............................       1           43          2.8            1           59          3.3     
                                           -----        -----                      ----        -----                  
    Subtotal............................       2          106          3.6            1           82          3.5     
                                           -----        -----                      ----        -----                  
   Baa                                                                                                                
   Single name credit default swaps                                                                                   
     (corporate)........................      (1)          85          4.6           --           --           --     
   Credit default swaps referencing                                                                                   
     indices............................      (3)         278          4.7            1          103          5.0     
                                           -----        -----                      ----        -----                  
    Subtotal............................      (4)         363          4.6            1          103          5.0     
                                           -----        -----                      ----        -----                  
      Total.............................   $  (2)       $ 469          4.4         $  2        $ 185          4.4     
                                           =====        =====                      ====        =====                  

--------                                                                        

(1)The rating agency designations are based on availability and the midpoint of 
the applicable ratings among Moody's Investors Service, S&P and Fitch     
 Ratings. If no rating is available from a rating agency, then an internally
developed rating is used.                                                 

(2)Assumes the value of the referenced credit obligations is zero.              

(3)The weighted average years to maturity of the credit default swaps is        
calculated based on weighted average notional amounts.                    

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METLIFE INVESTORS USA INSURANCE COMPANY 
(A Wholly-Owned Subsidiary of MetLife Insurance Company of Connecticut) 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 

CREDIT RISK ON FREESTANDING DERIVATIVES                                       

The Company may be exposed to credit-related losses in the event of         
nonperformance by counterparties to derivative financial instruments.           
Generally, the current credit exposure of the Company's derivative contracts is 
limited to the net positive estimated fair value of derivative contracts at the 
reporting date after taking into consideration the existence of netting         
agreements and any collateral received pursuant to credit support annexes.      

The Company manages its credit risk related to OTC derivatives by entering  
into transactions with creditworthy counterparties, maintaining collateral      
arrangements and through the use of master agreements that provide for a single 
net payment to be made by one counterparty to another at each due date and upon 
termination. Because exchange-traded futures are effected through regulated     
exchanges, and positions are marked to market on a daily basis, the Company has 
minimal exposure to credit-related losses in the event of nonperformance by     
counterparties to such derivative instruments. See Note 4 for a description of  
the impact of credit risk on the valuation of derivative instruments.           

The Company enters into various collateral arrangements, which require both 
the pledging and accepting of collateral in connection with its OTC derivative  
instruments. At December 31, 2011 and 2010, the Company was obligated to return 
cash collateral under its control of $243 million and $54 million,              
respectively. This cash collateral is included in cash and cash equivalents or  
in short-term investments and the obligation to return it is included in        
payables for collateral under securities loaned and other transactions in the   
consolidated balance sheets. At December 31, 2011 and 2010, the Company had     
received collateral consisting of various securities with a fair market value   
of $66 million and $0, respectively, which were held in separate custodial      
accounts. Subject to certain constraints, the Company is permitted by contract  
to sell or repledge this collateral, but at December 31, 2011, none of the      
collateral had been sold or repledged.                                          

The Company's collateral arrangements for its OTC derivatives generally     
require the counterparty in a net liability position, after considering the     
effect of netting agreements, to pledge collateral when the fair value of that  
counterparty's derivatives reaches a pre-determined threshold. Certain of these 
arrangements also include credit-contingent provisions that provide for a       
reduction of these thresholds (on a sliding scale that converges toward zero)   
in the event of downgrades in the credit ratings of the Company and/or the      
counterparty. In addition, certain of the Company's netting agreements for      
derivative instruments contain provisions that require the Company to maintain  
a specific investment grade credit rating from at least one of the major credit 
rating agencies. If the Company's credit ratings were to fall below that        
specific investment grade credit rating, it would be in violation of these      
provisions, and the counterparties to the derivative instruments could request  
immediate payment or demand immediate and ongoing full overnight                
collateralization on derivative instruments that are in a net liability         
position after considering the effect of netting agreements.                    

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METLIFE INVESTORS USA INSURANCE COMPANY 
(A Wholly-Owned Subsidiary of MetLife Insurance Company of Connecticut) 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 

The following table presents the estimated fair value of the Company's OTC  
derivatives that are in a net liability position after considering the effect   
of netting agreements, together with the estimated fair value and balance sheet 
location of the collateral pledged. The table also presents the incremental     
collateral that the Company would be required to provide if there was a one     
notch downgrade in the Company's credit rating at the reporting date or if the  
Company's credit rating sustained a downgrade to a level that triggered full    
overnight collateralization or termination of the derivative position at the    
reporting date. Derivatives that are not subject to collateral agreements are   
not included in the scope of this table.                                        

                                                        [Enlarge/Download Table]

                                      ESTIMATED FAIR VALUE OF     FAIR VALUE OF INCREMENTAL     
                                       COLLATERAL PROVIDED:       COLLATERAL PROVIDED UPON:     
                                      ----------------------- ----------------------------------
                                                                            DOWNGRADE IN THE    
                                                              ONE NOTCH COMPANY'S CREDIT RATING 
                                                              DOWNGRADE TO A LEVEL THAT TRIGGERS
                       ESTIMATED                               IN THE        FULL OVERNIGHT     
                   FAIR VALUE (1) OF                          COMPANY'S   COLLATERALIZATION OR  
                   DERIVATIVES IN NET     FIXED MATURITY       CREDIT        TERMINATION OF     
                   LIABILITY POSITION     SECURITIES (2)       RATING   THE DERIVATIVE POSITION 
                   ------------------ ----------------------- --------- ------------------------
                                                   (IN MILLIONS)                                
                                                                                                
December 31, 2011.        $ --                 $ --             $ --              $ --          
December 31, 2010.        $ 69                 $ 37             $ 11              $ 46          

--------                                                                        

(1)After taking into consideration the existence of netting agreements.         

(2)Included in fixed maturity securities in the consolidated balance sheets.    
  Subject to certain constraints, the counterparties are permitted by contract
  to sell or repledge this collateral. At both December 31, 2011 and 2010, the
Company did not provide any cash collateral.                              

The Company also has exchange-traded futures, which may require the pledging
of collateral. At both December 31, 2011 and 2010, the Company did not pledge   
any securities collateral for exchange-traded futures. At both December 31,     
2011 and 2010, the Company provided cash collateral for exchange-traded futures 
of $6 million, which is included in premiums, reinsurance and other receivables.

EMBEDDED DERIVATIVES                                                          

The Company issues certain products or purchases certain investments that   
contain embedded derivatives that are required to be separated from their host  
contracts and accounted for as freestanding derivatives. These host contracts   
principally include: variable annuities with guaranteed minimum benefits,       
including GMWBs, GMABs and certain GMIBs; affiliated ceded reinsurance of       
guaranteed minimum benefits related to GMWBs, GMABs and certain GMIBs; and      
ceded reinsurance written on a funds withheld basis.                            

The following table presents the estimated fair value of the Company's      
embedded derivatives at:                                                        

                                                                [Download Table]

                                                              DECEMBER 31,  
                                                             ---------------
                                                               2011    2010 
                                                             ------- -------
                                                              (IN MILLIONS) 
                                                                            
Net embedded derivatives within asset host contracts:                       
 Ceded guaranteed minimum benefits.......................... $ 3,009 $   930
Net embedded derivatives within liability host contracts:                   
 Direct guaranteed minimum benefits......................... $ 1,189 $   174
 Other......................................................     416       5
                                                             ------- -------
   Net embedded derivatives within liability host contracts. $ 1,605 $   179
                                                             ======= =======

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METLIFE INVESTORS USA INSURANCE COMPANY 
(A Wholly-Owned Subsidiary of MetLife Insurance Company of Connecticut) 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 

The following table presents changes in estimated fair value related to     
embedded derivatives:                                                           

                                                                [Download Table]

                                        YEARS ENDED DECEMBER 31,
                                        ----------------------- 
                                          2011    2010    2009  
                                        ------  ------  ------  
                                            (IN MILLIONS)       
                                                                
Net derivative gains (losses) (1), (2). $ 510   $ 112   $ (528) 

--------                                                                        

(1)The valuation of direct guaranteed minimum benefits includes an adjustment   
for nonperformance risk. The amounts included in net derivative gains     
(losses), in connection with this adjustment, were $346 million,          
($140) million and ($432) million for the years ended December 31, 2011,  
 2010 and 2009, respectively. In addition, the valuation of ceded guaranteed
  minimum benefits includes an adjustment for nonperformance risk. The amounts
included in net derivative gains (losses), in connection with this        
  adjustment, were ($476) million, $210 million and $816 million for the years
ended December 31, 2011, 2010 and 2009, respectively.                     

(2)See Note 7 for discussion of affiliated net derivative gains (losses)        
included in the table above.                                              

4. FAIR VALUE                                                                   

Considerable judgment is often required in interpreting market data to      
develop estimates of fair value, and the use of different assumptions or        
valuation methodologies may have a material effect on the estimated fair value  
amounts.                                                                        

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METLIFE INVESTORS USA INSURANCE COMPANY 
(A Wholly-Owned Subsidiary of MetLife Insurance Company of Connecticut) 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 

ASSETS AND LIABILITIES MEASURED AT FAIR VALUE                                   

RECURRING FAIR VALUE MEASUREMENTS                                             

The assets and liabilities measured at estimated fair value on a recurring  
basis were determined as described below. These estimated fair values and their 
corresponding placement in the fair value hierarchy are summarized as follows:  

                                                        [Enlarge/Download Table]

                                                                     DECEMBER 31, 2011                     
                                                -----------------------------------------------------------
                                                 FAIR VALUE MEASUREMENTS AT REPORTING DATE USING           
                                                -------------------------------------------------          
                                                 QUOTED PRICES IN                                          
                                                ACTIVE MARKETS FOR SIGNIFICANT OTHER SIGNIFICANT    TOTAL  
                                                 IDENTICAL ASSETS     OBSERVABLE     UNOBSERVABLE ESTIMATED
                                                 AND LIABILITIES        INPUTS          INPUTS      FAIR   
                                                    (LEVEL 1)          (LEVEL 2)      (LEVEL 3)     VALUE  
                                                ------------------ ----------------- ------------ ---------
                                                                       (IN MILLIONS)                       
                                                                                                           
ASSETS:                                                                                                    
Fixed maturity securities:                                                                                 
  U.S. corporate securities....................      $    --           $   3,825       $    141   $   3,966
  Foreign corporate securities.................           --               1,628            144       1,772
  U.S. Treasury and agency securities..........          625                 902             --       1,527
  RMBS.........................................           --               1,280             33       1,313
  State and political subdivision securities...           --                 781             --         781
  CMBS.........................................           --                 555             12         567
  ABS..........................................           --                 310             55         365
  Foreign government securities................           --                 164              2         166
                                                     -------           ---------       --------   ---------
    Total fixed maturity securities............          625               9,445            387      10,457
                                                     -------           ---------       --------   ---------
Equity securities:                                                                                         
  Common stock.................................            1                  --             --           1
  Non-redeemable preferred stock...............           --                  --              1           1
                                                     -------           ---------       --------   ---------
    Total equity securities....................            1                  --              1           2
                                                     -------           ---------       --------   ---------
Short-term investments (1).....................          233                 546             --         779
Derivative assets: (2)                                                                                     
  Interest rate contracts......................            1                 255             87         343
  Foreign currency contracts...................           --                   9             --           9
  Credit contracts.............................           --                   3              1           4
                                                     -------           ---------       --------   ---------
    Total derivative assets....................            1                 267             88         356
Net embedded derivatives within asset host                                                                 
 contracts (3).................................           --                  --          3,009       3,009
Separate account assets (4)....................           96              56,724             --      56,820
                                                     -------           ---------       --------   ---------
     Total assets..............................      $   956           $  66,982       $  3,485   $  71,423
                                                     =======           =========       ========   =========
LIABILITIES:                                                                                               
Derivative liabilities: (2)                                                                                
  Interest rate contracts......................      $    --           $      13       $     --   $      13
  Foreign currency contracts...................           --                   3             --           3
  Credit contracts.............................           --                   5             --           5
                                                     -------           ---------       --------   ---------
    Total derivative liabilities...............           --                  21             --          21
Net embedded derivatives within liability host                                                             
 contracts (3).................................           --                  --          1,605       1,605
                                                     -------           ---------       --------   ---------
     Total liabilities.........................      $    --           $      21       $  1,605   $   1,626
                                                     =======           =========       ========   =========

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METLIFE INVESTORS USA INSURANCE COMPANY 
(A Wholly-Owned Subsidiary of MetLife Insurance Company of Connecticut) 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 

                                                        [Enlarge/Download Table]

                                                                                   DECEMBER 31, 2010                     
                                                              -----------------------------------------------------------
                                                               FAIR VALUE MEASUREMENTS AT REPORTING DATE USING           
                                                              -------------------------------------------------          
                                                               QUOTED PRICES IN                                          
                                                              ACTIVE MARKETS FOR SIGNIFICANT OTHER SIGNIFICANT    TOTAL  
                                                               IDENTICAL ASSETS     OBSERVABLE     UNOBSERVABLE ESTIMATED
                                                               AND LIABILITIES        INPUTS          INPUTS      FAIR   
                                                                  (LEVEL 1)          (LEVEL 2)      (LEVEL 3)     VALUE  
                                                              ------------------ ----------------- ------------ ---------
                                                                                     (IN MILLIONS)                       
                                                                                                                         
ASSETS:                                                                                                                  
Fixed maturity securities:                                                                                               
  U.S. corporate securities..................................       $  --            $   3,210       $    162   $   3,372
  Foreign corporate securities...............................          --                1,399             91       1,490
  U.S. Treasury and agency securities........................         495                  648             --       1,143
  RMBS.......................................................          --                  969             41       1,010
  State and political subdivision securities.................          --                  630             --         630
  CMBS.......................................................          --                  506              7         513
  ABS........................................................          --                  328             55         383
  Foreign government securities..............................          --                  131              4         135
                                                                    -----            ---------       --------   ---------
    Total fixed maturity securities..........................         495                7,821            360       8,676
                                                                    -----            ---------       --------   ---------
Equity securities:                                                                                                       
  Common stock...............................................           2                   --             --           2
  Non-redeemable preferred stock.............................          --                   --              1           1
                                                                    -----            ---------       --------   ---------
    Total equity securities..................................           2                   --              1           3
                                                                    -----            ---------       --------   ---------
Short-term investments (1)...................................          20                   82              6         108
Derivative assets: (2)                                                                                                   
Interest rate contracts......................................           2                   61             --          63
Foreign currency contracts...................................          --                    2             --           2
Credit contracts.............................................          --                    2              1           3
                                                                    -----            ---------       --------   ---------
  Total derivative assets....................................           2                   65              1          68
Net embedded derivatives within asset host contracts (3).....          --                   --            930         930
Separate account assets (4)..................................          --               42,435             --      42,435
                                                                    -----            ---------       --------   ---------
  Total assets...............................................       $ 519            $  50,403       $  1,298   $  52,220
                                                                    =====            =========       ========   =========
LIABILITIES:                                                                                                             
Derivative liabilities: (2)                                                                                              
Interest rate contracts......................................       $   3            $      25       $     48   $      76
Foreign currency contracts...................................          --                    6             --           6
Credit contracts.............................................          --                    2             --           2
                                                                    -----            ---------       --------   ---------
  Total derivative liabilities...............................           3                   33             48          84
Net embedded derivatives within liability host contracts (3).          --                   --            179         179
                                                                    -----            ---------       --------   ---------
  Total liabilities..........................................       $   3            $      33       $    227   $     263
                                                                    =====            =========       ========   =========

--------                                                                        

(1)Short-term investments as presented in the tables above differ from the      
amounts presented in the consolidated balance sheets because certain      
 short-term investments are not measured at estimated fair value (e.g., time
  deposits, etc.), and therefore are excluded from the tables presented above.

(2)Derivative assets are presented within other invested assets in the          
 consolidated balance sheets and derivative liabilities are presented within
other liabilities in the consolidated balance sheets. The amounts are     
presented                                                                 

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METLIFE INVESTORS USA INSURANCE COMPANY 
(A Wholly-Owned Subsidiary of MetLife Insurance Company of Connecticut) 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 

gross in the tables above to reflect the presentation in the consolidated 
  balance sheets, but are presented net for purposes of the rollforward in the
Fair Value Measurements Using Significant Unobservable Inputs             
(Level 3) tables which follow.                                            

(3)Net embedded derivatives within asset host contracts are presented within    
premiums, reinsurance and other receivables in the consolidated balance   
sheets. Net embedded derivatives within liability host contracts are      
presented within PABs and other liabilities in the consolidated balance   
sheets.                                                                   

(4)Separate account assets are measured at estimated fair value. Investment     
performance related to separate account assets is fully offset by         
corresponding amounts credited to contractholders whose liability is      
 reflected within separate account liabilities. Separate account liabilities
are set equal to the estimated fair value of separate account assets.     

See Note 2 for discussion of certain prior year amounts which have been     
reclassified to conform with the 2011 presentation.                             

The methods and assumptions used to estimate the fair value of financial    
instruments are summarized as follows:                                          

Fixed Maturity Securities, Equity Securities and Short-term Investments       

When available, the estimated fair value of the Company's fixed maturity    
securities, equity securities and short-term investments are based on quoted    
prices in active markets that are readily and regularly obtainable. Generally,  
these are the most liquid of the Company's securities holdings and valuation of 
these securities does not involve management's judgment.                        

When quoted prices in active markets are not available, the determination of
estimated fair value is based on market standard valuation methodologies,       
giving priority to observable inputs. The market standard valuation             
methodologies utilized include: discounted cash flow methodologies, matrix      
pricing or other similar techniques. The inputs in applying these market        
standard valuation methodologies include, but are not limited to: interest      
rates, credit standing of the issuer or counterparty, industry sector of the    
issuer, coupon rate, call provisions, sinking fund requirements, maturity and   
management's assumptions regarding estimated duration, liquidity and estimated  
future cash flows. Accordingly, the estimated fair values are based on          
available market information and management's judgments about financial         
instruments.                                                                    

The significant inputs to the market standard valuation methodologies for   
certain types of securities with reasonable levels of price transparency are    
inputs that are observable in the market or can be derived principally from or  
corroborated by observable market data. Such observable inputs include          
benchmarking prices for similar assets in active markets, quoted prices in      
markets that are not active and observable yields and spreads in the market.    

When observable inputs are not available, the market standard valuation     
methodologies for determining the estimated fair value of certain types of      
securities that trade infrequently, and therefore have little or no price       
transparency, rely on inputs that are significant to the estimated fair value   
that are not observable in the market or cannot be derived principally from or  
corroborated by observable market data. These unobservable inputs can be based  
in large part on management's judgment or estimation and cannot be supported by 
reference to market activity. Even though these inputs are unobservable,        
management believes they are consistent with what other market participants     
would use when pricing such securities and are considered appropriate given the 
circumstances.                                                                  

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METLIFE INVESTORS USA INSURANCE COMPANY 
(A Wholly-Owned Subsidiary of MetLife Insurance Company of Connecticut) 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 

The use of different methodologies, assumptions and inputs may have a       
material effect on the estimated fair values of the Company's securities        
holdings.                                                                       

Derivatives                                                                   

The estimated fair value of derivatives is determined through the use of    
quoted market prices for exchange-traded derivatives or through the use of      
pricing models for OTC derivatives. The determination of estimated fair value,  
when quoted market values are not available, is based on market standard        
valuation methodologies and inputs that management believes are consistent with 
what other market participants would use when pricing the instruments.          
Derivative valuations can be affected by changes in interest rates, foreign     
currency exchange rates, financial indices, credit spreads, default risk,       
nonperformance risk, volatility, liquidity and changes in estimates and         
assumptions used in the pricing models.                                         

The significant inputs to the pricing models for most OTC derivatives are   
inputs that are observable in the market or can be derived principally from or  
corroborated by observable market data. Significant inputs that are observable  
generally include: interest rates, foreign currency exchange rates, interest    
rate curves, credit curves and volatility. However, certain OTC derivatives may 
rely on inputs that are significant to the estimated fair value that are not    
observable in the market or cannot be derived principally from or corroborated  
by observable market data. Significant inputs that are unobservable generally   
include: independent broker quotes, references to emerging market currencies    
and inputs that are outside the observable portion of the interest rate curve,  
credit curve, volatility or other relevant market measure. These unobservable   
inputs may involve significant management judgment or estimation. Even though   
unobservable, these inputs are based on assumptions deemed appropriate given    
the circumstances and management believes they are consistent with what other   
market participants would use when pricing such instruments.                    

The credit risk of both the counterparty and the Company are considered in  
determining the estimated fair value for all OTC derivatives, and any potential 
credit adjustment is based on the net exposure by counterparty after taking     
into account the effects of netting agreements and collateral arrangements. The 
Company values its derivative positions using the standard swap curve which     
includes a spread to the risk free rate. This credit spread is appropriate for  
those parties that execute trades at pricing levels consistent with the         
standard swap curve. As the Company and its significant derivative              
counterparties consistently execute trades at such pricing levels, additional   
credit risk adjustments are not currently required in the valuation process.    
The Company's ability to consistently execute at such pricing levels is in part 
due to the netting agreements and collateral arrangements that are in place     
with all of its significant derivative counterparties. The evaluation of the    
requirement to make additional credit risk adjustments is performed by the      
Company each reporting period.                                                  

Most inputs for OTC derivatives are mid market inputs but, in certain cases,
bid level inputs are used when they are deemed more representative of exit      
value. Market liquidity, as well as the use of different methodologies,         
assumptions and inputs, may have a material effect on the estimated fair values 
of the Company's derivatives and could materially affect net income.            

Embedded Derivatives Within Asset and Liability Host Contracts                

Embedded derivatives principally include certain direct and ceded variable  
annuity guarantees and embedded derivatives related to funds withheld on ceded  
reinsurance. Embedded derivatives are recorded at estimated fair value with     
changes in estimated fair value reported in net income.                         

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METLIFE INVESTORS USA INSURANCE COMPANY 
(A Wholly-Owned Subsidiary of MetLife Insurance Company of Connecticut) 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 

The Company issues certain variable annuity products with guaranteed minimum
benefits. GMWBs, GMABs and certain GMIBs are embedded derivatives, which are    
measured at estimated fair value separately from the host variable annuity      
contract, with changes in estimated fair value reported in net derivative gains 
(losses). These embedded derivatives are classified within PABs in the          
consolidated balance sheets.                                                    

The fair value of these guarantees is estimated using the present value of  
projected future benefits minus the present value of projected future fees      
using actuarial and capital market assumptions including expectations           
concerning policyholder behavior. A risk neutral valuation methodology is used  
under which the cash flows from the guarantees are projected under multiple     
capital market scenarios using observable risk free rates. The valuation of     
these guarantee liabilities includes adjustments for nonperformance risk and    
for a risk margin related to non-capital market inputs.                         

The nonperformance adjustment is determined by taking into consideration    
publicly available information relating to spreads in the secondary market for  
MetLife's debt, including related credit default swaps. These observable        
spreads are then adjusted, as necessary, to reflect the priority of these       
liabilities and the claims paying ability of the issuing insurance subsidiaries 
compared to MetLife.                                                            

Risk margins are established to capture the non-capital market risks of the 
instrument which represent the additional compensation a market participant     
would require to assume the risks related to the uncertainties of such          
actuarial assumptions as annuitization, premium persistency, partial withdrawal 
and surrenders. The establishment of risk margins requires the use of           
significant management judgment, including assumptions of the amount and cost   
of capital needed to cover the guarantees. These guarantees may be more costly  
than expected in volatile or declining equity markets. Market conditions        
including, but not limited to, changes in interest rates, equity indices,       
market volatility and foreign currency exchange rates; changes in               
nonperformance risk; and variations in actuarial assumptions regarding          
policyholder behavior, mortality and risk margins related to non-capital market 
inputs may result in significant fluctuations in the estimated fair value of    
the guarantees that could materially affect net income.                         

The Company ceded, to an affiliated reinsurance company, the risk associated
with certain of the GMIBs, GMABs and GMWBs previously described. In addition to 
ceding risks associated with guarantees that are accounted for as embedded      
derivatives, the Company also ceded, to the same affiliated reinsurance         
company, certain directly written GMIBs that are accounted for as insurance     
(i.e., not as embedded derivatives), but where the reinsurance agreement        
contains an embedded derivative. These embedded derivatives are included within 
premiums, reinsurance and other receivables in the consolidated balance sheets  
with changes in estimated fair value reported in net derivative gains (losses). 
The value of the embedded derivatives on these ceded risks is determined using  
a methodology consistent with that described previously for the guarantees      
directly written by the Company with the exception of the input for             
nonperformance risk that reflects the credit of the reinsurer.                  

The estimated fair value of the embedded derivatives within funds withheld  
related to certain ceded reinsurance is determined based on the change in       
estimated fair value of the underlying assets held by the Company in a          
reference portfolio backing the funds withheld liability. The estimated fair    
value of the underlying assets is determined as previously described in "--     
Fixed Maturity Securities, Equity Securities, Other Securities and Short-term   
Investments." The estimated fair value of these embedded derivatives is         
included, along with their funds withheld hosts, in other liabilities in the    
consolidated balance sheets with changes in estimated fair value recorded in    
net derivative gains (losses). Changes in the credit spreads on the underlying  
assets, interest rates and market volatility may result in significant          
fluctuations in the estimated fair value of these embedded derivatives that     
could materially affect net income.                                             

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METLIFE INVESTORS USA INSURANCE COMPANY 
(A Wholly-Owned Subsidiary of MetLife Insurance Company of Connecticut) 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 

Separate Account Assets                                                       

 Separate account assets are carried at estimated fair value and reported as a
summarized total on the consolidated balance sheets. The estimated fair value   
of separate account assets is based on the estimated fair value of the          
underlying assets. Assets within the Company's separate accounts include:       
mutual funds, fixed maturity securities, short-term investments and cash and    
cash equivalents. See "-- Valuation Techniques and Inputs by Level Within the   
Three-Level Fair Value Hierarchy by Major Classes of Assets and Liabilities"    
below for a discussion of the methods and assumptions used to estimate the fair 
value of these financial instruments.                                           

VALUATION TECHNIQUES AND INPUTS BY LEVEL WITHIN THE THREE-LEVEL FAIR VALUE  
HIERARCHY BY MAJOR CLASSES OF ASSETS AND LIABILITIES                            

A description of the significant valuation techniques and inputs to the     
determination of estimated fair value for the more significant asset and        
liability classes measured at fair value on a recurring basis is as follows:    

The Company determines the estimated fair value of its investments using    
primarily the market approach and the income approach. The use of quoted prices 
for identical assets and matrix pricing or other similar techniques are         
examples of market approaches, while the use of discounted cash flow            
methodologies is an example of the income approach. The Company attempts to     
maximize the use of observable inputs and minimize the use of unobservable      
inputs in selecting whether the market or income approach is used.              

While certain investments have been classified as Level 1 from the use of   
unadjusted quoted prices for identical investments supported by high volumes of 
trading activity and narrow bid/ask spreads, most investments have been         
classified as Level 2 because the significant inputs used to measure the fair   
value on a recurring basis of the same or similar investment are market         
observable or can be corroborated using market observable information for the   
full term of the investment. Level 3 investments include those where estimated  
fair values are based on significant unobservable inputs that are supported by  
little or no market activity and may reflect management's own assumptions about 
what factors market participants would use in pricing these investments.        

LEVEL 1 MEASUREMENTS:                                                           

Fixed Maturity Securities, Equity Securities and Short-term Investments       

These securities are comprised of U.S. Treasury securities, exchange traded 
common stock, and short-term money market securities, including U.S. Treasury   
bills. Valuation of these securities is based on unadjusted quoted prices in    
active markets that are readily and regularly available.                        

Derivative Assets and Derivative Liabilities                                  

These assets and liabilities are comprised of exchange-traded derivatives.  
Valuation of these assets and liabilities is based on unadjusted quoted prices  
in active markets that are readily and regularly available.                     

Separate Account Assets                                                       

These assets are comprised of securities that are similar in nature to the  
fixed maturity securities and short-term investments referred to above.         
Valuation of these assets is based on unadjusted quoted prices in active        
markets that are readily and regularly available.                               

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METLIFE INVESTORS USA INSURANCE COMPANY 
(A Wholly-Owned Subsidiary of MetLife Insurance Company of Connecticut) 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 

LEVEL 2 MEASUREMENTS:                                                           

Fixed Maturity Securities and Short-term Investments                          

This level includes fixed maturity securities priced principally by         
independent pricing services using observable inputs. Short-term investments    
within this level are of a similar nature and class to the Level 2 securities   
described below.                                                                

U.S. corporate and foreign corporate securities. These securities are   
 principally valued using the market and income approaches. Valuation is based
primarily on quoted prices in markets that are not active, or using matrix  
pricing or other similar techniques that use standard market observable     
 inputs such as benchmark yields, spreads off benchmark yields, new issuances,
issuer rating, duration, and trades of identical or comparable securities.  
 Investment grade privately placed securities are valued using discounted cash
flow methodologies using standard market observable inputs, and inputs      
derived from, or corroborated by, market observable data including market   
yield curve, duration, call provisions, observable prices and spreads for   
similar publicly traded or privately traded issues that incorporate the     
credit quality and industry sector of the issuer. This level also includes  
certain below investment grade privately placed fixed maturity securities   
priced by independent pricing services that use observable inputs.          

   Structured securities comprised of RMBS, CMBS and ABS. These securities are
 principally valued using the market approach. Valuation is based primarily on
matrix pricing or other similar techniques using standard market inputs     
including spreads for actively traded securities, spreads off benchmark     
yields, expected prepayment speeds and volumes, current and forecasted loss 
 severity, rating, weighted average coupon, weighted average maturity, average
delinquency rates, geographic region, debt-service coverage ratios and      
 issuance-specific information including, but not limited to: collateral type,
payment terms of the underlying assets, payment priority within the tranche,
structure of the security, deal performance and vintage of loans.           

U.S. Treasury and agency securities. These securities are principally   
valued using the market approach. Valuation is based primarily on quoted    
prices in markets that are not active, or using matrix pricing or other     
similar techniques using standard market observable inputs such as benchmark
U.S. Treasury yield curve, the spread off the U.S. Treasury curve for the   
identical security and comparable securities that are actively traded.      

Foreign government and state and political subdivision securities. These
securities are principally valued using the market approach. Valuation is   
based primarily on matrix pricing or other similar techniques using standard
market observable inputs including benchmark U.S. Treasury or other yields, 
issuer ratings, broker-dealer quotes, issuer spreads and reported trades of 
similar securities, including those within the same sub-sector or with a    
similar maturity or credit rating.                                          

Derivative Assets and Derivative Liabilities                                  

This level includes all types of derivative instruments utilized by the     
Company with the exception of exchange-traded derivatives included within       
Level 1 and those derivative instruments with unobservable inputs as described  
in Level 3. These derivatives are principally valued using an income approach.  

Interest rate contracts.                                                      

Non-option-based -- Valuations are based on present value techniques, which 
utilize significant inputs that may include the swap yield curve and London     
InterBank Offer Rate ("LIBOR") basis curves.                                    

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METLIFE INVESTORS USA INSURANCE COMPANY 
(A Wholly-Owned Subsidiary of MetLife Insurance Company of Connecticut) 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 

Option-based -- Valuations are based on option pricing models, which utilize
significant inputs that may include the swap yield curve, LIBOR basis curves    
and interest rate volatility.                                                   

Foreign currency contracts.                                                   

Non-option-based -- Valuations are based on present value techniques, which 
utilize significant inputs that may include the swap yield curve, LIBOR basis   
curves, currency spot rates and cross currency basis curves.                    

Credit contracts.                                                             

Non-option-based -- Valuations are based on present value techniques, which 
utilize significant inputs that may include the swap yield curve, credit curves 
and recovery rates.                                                             

Separate Account Assets                                                       

These assets are comprised of investments that are similar in nature to the 
fixed maturity securities and short-term investments referred to above. Also    
included are certain mutual funds without readily determinable fair values      
given prices are not published publicly. Valuation of the mutual funds is based 
upon quoted prices or reported NAV provided by the fund managers.               

LEVEL 3 MEASUREMENTS:                                                           

In general, investments classified within Level 3 use many of the same      
valuation techniques and inputs as described in Level 2 Measurements. However,  
if key inputs are unobservable, or if the investments are less liquid and there 
is very limited trading activity, the investments are generally classified as   
Level 3. The use of independent non-binding broker quotations to value          
investments generally indicates there is a lack of liquidity or a lack of       
transparency in the process to develop the valuation estimates generally        
causing these investments to be classified in Level 3.                          

Fixed Maturity Securities, Equity Securities and Short-term Investments       

This level includes fixed maturity securities and equity securities priced  
principally by independent broker quotations or market standard valuation       
methodologies using inputs that are not market observable or cannot be derived  
principally from or corroborated by observable market data. Short-term          
investments within this level are of a similar nature and class to the Level 3  
securities described below; accordingly, the valuation techniques and           
significant market standard observable inputs used in their valuation are also  
similar to those described below.                                               

U.S. corporate and foreign corporate securities. These securities,      
including financial services industry hybrid securities classified within   
 fixed maturity securities, are principally valued using the market and income
 approaches. Valuations are based primarily on matrix pricing or other similar
techniques that utilize unobservable inputs or cannot be derived principally
from, or corroborated by, observable market data, including illiquidity     
premiums and spread adjustments to reflect industry trends or specific      
credit-related issues. Valuations may be based on independent non-binding   
broker quotations. Generally, below investment grade privately placed or    
 distressed securities included in this level are valued using discounted cash
flow methodologies which rely upon significant, unobservable inputs and     
inputs that cannot be derived principally from, or corroborated by,         
observable market data.                                                     

   Structured securities comprised of RMBS, CMBS and ABS. These securities are
 principally valued using the market approach. Valuation is based primarily on
matrix pricing or other similar techniques that utilize inputs that are     
unobservable or cannot be derived principally from, or corroborated by,     
observable market data, or are based on independent non-binding broker      
 quotations. Below investment grade securities and RMBS supported by sub-prime
mortgage loans included in this level are valued based on inputs including  
quoted prices                                                               

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METLIFE INVESTORS USA INSURANCE COMPANY 
(A Wholly-Owned Subsidiary of MetLife Insurance Company of Connecticut) 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 

for identical or similar securities that are less liquid and based on lower 
 levels of trading activity than securities classified in Level 2, and certain
of these securities are valued based on independent non-binding broker      
quotations.                                                                 

Foreign government and state and political subdivision securities. These
securities are principally valued using the market approach. Valuation is   
based primarily on matrix pricing or other similar techniques, however these
securities are less liquid and certain of the inputs are based on very      
limited trading activity.                                                   

  Non-redeemable preferred stock. These securities, including privately held
securities and financial services industry hybrid securities classified     
within equity securities, are principally valued using the market and income
 approaches. Valuations are based primarily on matrix pricing or other similar
techniques using inputs such as comparable credit rating and issuance       
structure. Equity securities valuations determined with discounted cash flow
methodologies use inputs such as earnings multiples based on comparable     
 public companies, and industry-specific non-earnings based multiples. Certain
of these securities are valued based on independent non-binding broker      
quotations.                                                                 

Derivative Assets and Derivative Liabilities                                  

 These derivatives are principally valued using an income approach. Valuations
of non-option based derivatives utilize present value techniques, whereas       
valuations of option based derivatives utilize option pricing models. These     
valuation methodologies generally use the same inputs as described in the       
corresponding sections above for Level 2 measurements of derivatives. However,  
these derivatives result in Level 3 classification because one or more of the   
significant inputs are not observable in the market or cannot be derived        
principally from, or corroborated by, observable market data.                   

Interest rate contracts.                                                      

Non-option-based -- Significant unobservable inputs may include the         
extrapolation beyond observable limits of the swap yield curve and LIBOR basis  
curves.                                                                         

Credit contracts.                                                             

Non-option-based -- Significant unobservable inputs may include credit      
spreads and the extrapolation beyond observable limits of the swap yield curve  
and credit curves. Certain of these derivatives are valued based on independent 
non-binding broker quotations.                                                  

Direct Guaranteed Minimum Benefits                                            

These embedded derivatives are principally valued using an income approach. 
Valuations are based on option pricing techniques, which utilize significant    
inputs that may include swap yield curve, currency exchange rates and implied   
volatilities. These embedded derivatives result in Level 3 classification       
because one or more of the significant inputs are not observable in the market  
or cannot be derived principally from, or corroborated by, observable market    
data. Significant unobservable inputs generally include: the extrapolation      
beyond observable limits of the swap yield curve and implied volatilities,      
actuarial assumptions for policyholder behavior and mortality and the potential 
variability in policyholder behavior and mortality, nonperformance risk and     
cost of capital for purposes of calculating the risk margin.                    

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METLIFE INVESTORS USA INSURANCE COMPANY 
(A Wholly-Owned Subsidiary of MetLife Insurance Company of Connecticut) 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 

Reinsurance Ceded on Certain Guaranteed Minimum Benefits                      

These embedded derivatives are principally valued using an income approach. 
The valuation techniques and significant market standard unobservable inputs    
used in their valuation are similar to those previously described under "Direct 
Guaranteed Minimum Benefits" and also include counterparty credit spreads.      

 Embedded Derivatives Within Funds Withheld Related to Certain Ceded Reinsurance

These embedded derivatives are principally valued using an income approach. 
Valuations are based on present value techniques, which utilize significant     
inputs that may include the swap yield curve and the fair value of assets       
within the reference portfolio. These embedded derivatives result in Level 3    
classification because one or more of the significant inputs are not observable 
in the market or cannot be derived principally from, or corroborated by,        
observable market data. Significant unobservable inputs generally include: the  
fair value of certain assets within the reference portfolio which are not       
observable in the market and cannot be derived principally from, or             
corroborated by, observable market data.                                        

TRANSFERS BETWEEN LEVELS 1 AND 2:                                               

 During the years ended December 31, 2011 and 2010, transfers between Levels 1
and 2 were not significant.                                                     

TRANSFERS INTO OR OUT OF LEVEL 3:                                               

 Overall, transfers into and/or out of Level 3 are attributable to a change in
the observability of inputs. Assets and liabilities are transferred into        
Level 3 when a significant input cannot be corroborated with market observable  
data. This occurs when market activity decreases significantly and underlying   
inputs cannot be observed, current prices are not available, and/or when there  
are significant variances in quoted prices, thereby affecting transparency.     
Assets and liabilities are transferred out of Level 3 when circumstances change 
such that a significant input can be corroborated with market observable data.  
This may be due to a significant increase in market activity, a specific event, 
or one or more significant input(s) becoming observable. Transfers into and/or  
out of any level are assumed to occur at the beginning of the period.           
Significant transfers into and/or out of Level 3 assets and liabilities for the 
years ended December 31, 2011 and 2010 are summarized below.                    

Transfers into Level 3 were due primarily to a lack of trading activity,    
decreased liquidity and credit ratings downgrades (e.g., from investment grade  
to below investment grade), which have resulted in decreased transparency of    
valuations and an increased use of broker quotations and unobservable inputs to 
determine estimated fair value.                                                 

During the year ended December 31, 2011, transfers into Level 3 for fixed   
maturity securities of $3 million were comprised of certain foreign corporate   
securities. During the year ended December 31, 2010, transfers into Level 3 for 
fixed maturity securities of $39 million were comprised of certain U.S.         
corporate securities and RMBS.                                                  

Transfers out of Level 3 resulted primarily from increased transparency of  
both new issuances that subsequent to issuance and establishment of trading     
activity, became priced by independent pricing services and existing issuances  
that, over time, the Company was able to obtain pricing from, or corroborate    
pricing received from, independent pricing services with observable inputs or   
increases in market activity and upgraded credit ratings.                       

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METLIFE INVESTORS USA INSURANCE COMPANY 
(A Wholly-Owned Subsidiary of MetLife Insurance Company of Connecticut) 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 

During the year ended December 31, 2011, transfers out of Level 3 for fixed 
maturity securities of $112 million were principally comprised of certain U.S.  
corporate securities and ABS. During the year ended December 31, 2010,          
transfers out of Level 3 for fixed maturity securities of $31 million were      
comprised of certain foreign and U.S. corporate securities.                     

The following tables summarize the change of all assets and (liabilities)   
measured at estimated fair value on a recurring basis using significant         
unobservable inputs (Level 3), including realized and unrealized gains (losses) 
of all assets and (liabilities) and realized and unrealized gains (losses) of   
all assets and (liabilities) still held at the end of the respective time       
periods:                                                                        

                                                        [Enlarge/Download Table]

                                                       FAIR VALUE MEASUREMENTS USING SIGNIFICANT UNOBSERVABLE INPUTS (LEVEL 3)
                                                       ---------------------------------------------------------------------- 
                                                                             FIXED MATURITY SECURITIES:                       
                                                       ---------------------------------------------------------------------- 
                                                                                       STATE AND                              
                                                          U.S.     FOREIGN             POLITICAL                     FOREIGN  
                                                       CORPORATE  CORPORATE           SUBDIVISION                   GOVERNMENT
                                                       SECURITIES SECURITIES   RMBS   SECURITIES    CMBS     ABS    SECURITIES
                                                       ---------- ---------- -------  ----------- -------  -------  ----------
                                                                                    (IN MILLIONS)                             
                                                                                                                              
YEAR ENDED DECEMBER 31, 2011:                                                                                                 
Balance, January 1,...................................  $    162   $     91  $    41    $    --   $     7  $    55    $    4  
Total realized/unrealized gains (losses) included in:                                                                         
  Earnings: (1), (2)                                                                                                          
   Net investment income..............................        --         --       --         --        --       --        --  
   Net investment gains (losses)......................        --         --       --         --         1       --        --  
   Net derivative gains (losses)......................        --         --       --         --        --       --        --  
  Other comprehensive income (loss)...................        11         (3)      --         --        --        1        --  
Purchases (3).........................................        34         70       10         --         7       49        --  
Sales (3).............................................        (7)       (15)      (8)        --        (3)      (9)       (2) 
Issuances (3).........................................        --         --       --         --        --       --        --  
Settlements (3).......................................        --         --       --         --        --       --        --  
Transfers into Level 3 (4)............................        --          3       --         --        --       --        --  
Transfers out of Level 3 (4)..........................       (59)        (2)     (10)        --        --      (41)       --  
                                                        --------   --------  -------    -------   -------  -------    ------  
Balance, December 31,.................................  $    141   $    144  $    33    $    --   $    12  $    55    $    2  
                                                        ========   ========  =======    =======   =======  =======    ======  
Changes in unrealized gains (losses) relating to                                                                              
 assets and liabilities still held at December 31,                                                                            
 2011 included in earnings:                                                                                                   
   Net investment income..............................  $     --   $     --  $    --    $    --   $    --  $    --    $   --  
   Net investment gains (losses)......................  $     --   $     --  $    --    $    --   $    --  $    --    $   --  
   Net derivative gains (losses)......................  $     --   $     --  $    --    $    --   $    --  $    --    $   --  

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METLIFE INVESTORS USA INSURANCE COMPANY 
(A Wholly-Owned Subsidiary of MetLife Insurance Company of Connecticut) 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 

                                                        [Enlarge/Download Table]

                                                      FAIR VALUE MEASUREMENTS USING SIGNIFICANT UNOBSERVABLE INPUTS (LEVEL 3)   
                                                   -----------------------------------------------------------------------------
                                                   EQUITY SECURITIES:                  NET DERIVATIVES: (5)                     
                                                   ------------------             ------------------------------                
                                                          NON-                                                                  
                                                       REDEEMABLE                 INTEREST    FOREIGN                  NET      
                                                       PREFERRED      SHORT-TERM    RATE     CURRENCY   CREDIT      EMBEDDED    
                                                         STOCK        INVESTMENTS CONTRACTS  CONTRACTS CONTRACTS DERIVATIVES (6)
                                                   ------------------ ----------- ---------  --------- --------- ---------------
                                                                                   (IN MILLIONS)                                
                                                                                                                                
YEAR ENDED DECEMBER 31, 2011:                                                                                                   
Balance, January 1,...............................     $       1       $       6  $     (48) $      -- $       1   $      751   
Total realized/unrealized gains (losses) included                                                                               
 in:                                                                                                                            
 Earnings: (1), (2)                                                                                                             
   Net investment income..........................            --              --         --         --        --           --   
   Net investment gains (losses)..................            (1)             --         --         --        --           --   
   Net derivative gains (losses)..................            --              --          9         --        --          510   
 Other comprehensive income (loss)................             1              --        135         --        --           --   
Purchases (3).....................................            --              --         --         --        --           --   
Sales (3).........................................            --              (6)        --         --        --           --   
Issuances (3).....................................            --              --         --         --        --           --   
Settlements (3)...................................            --              --         (9)        --        --          143   
Transfers into Level 3 (4)........................            --              --         --         --        --           --   
Transfers out of Level 3 (4)......................            --              --         --         --        --           --   
                                                       ---------       ---------  ---------  --------- ---------   ----------   
Balance, December 31,.............................     $       1       $      --  $      87  $      -- $       1   $    1,404   
                                                       =========       =========  =========  ========= =========   ==========   
Changes in unrealized gains (losses) relating to                                                                                
 assets and liabilities still held at                                                                                           
 December 31, 2011 included in earnings:                                                                                        
   Net investment income..........................     $      --       $      --  $      --  $      -- $      --   $       --   
   Net investment gains (losses)..................     $      (1)      $      --  $      --  $      -- $      --   $       --   
   Net derivative gains (losses)..................     $      --       $      --  $      --  $      -- $      --   $      520   

                                                        [Enlarge/Download Table]

                                                       FAIR VALUE MEASUREMENTS USING SIGNIFICANT UNOBSERVABLE INPUTS (LEVEL 3)
                                                       ---------------------------------------------------------------------  
                                                                            FIXED MATURITY SECURITIES:                        
                                                       ---------------------------------------------------------------------  
                                                                                         STATE AND                            
                                                          U.S.       FOREIGN             POLITICAL                   FOREIGN  
                                                       CORPORATE    CORPORATE           SUBDIVISION                 GOVERNMENT
                                                       SECURITIES   SECURITIES   RMBS   SECURITIES   CMBS     ABS   SECURITIES
                                                       ----------   ---------- -------  ----------- ------- ------- ----------
                                                                                   (IN MILLIONS)                              
                                                                                                                              
YEAR ENDED DECEMBER 31, 2010:                                                                                                 
Balance, January 1,...................................  $    139     $    70   $    30    $     1   $     1 $    38  $    --  
Total realized/unrealized gains (losses) included in:                                                                         
  Earnings: (1), (2)                                                                                                          
   Net investment income..............................        --          --        --         --        --      --       --  
   Net investment gains (losses)......................        --           1        --         --        --      --       --  
   Net derivative gains (losses)......................        --          --        --         --        --      --       --  
  Other comprehensive income (loss)...................         4           7         7         --         1       4       --  
Purchases, sales, issuances and settlements (3).......        --          38       (11)        --         5      13        4  
Transfers into Level 3 (4)............................        24          --        15         --        --      --       --  
Transfers out of Level 3 (4)..........................        (5)        (25)       --         (1)       --      --       --  
                                                        --------     -------   -------    -------   ------- -------  -------  
Balance, December 31,.................................  $    162     $    91   $    41    $    --   $     7 $    55  $     4  
                                                        ========     =======   =======    =======   ======= =======  =======  
Changes in unrealized gains (losses) relating to                                                                              
 assets and liabilities still held at December 31,                                                                            
 2010 included in earnings:                                                                                                   
   Net investment income..............................  $     --     $    --   $     1    $    --   $    -- $    --  $    --  
   Net investment gains (losses)......................  $     --     $    --   $    --    $    --   $    -- $    --  $    --  
   Net derivative gains (losses)......................  $     --     $    --   $    --    $    --   $    -- $    --  $    --  

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METLIFE INVESTORS USA INSURANCE COMPANY 
(A Wholly-Owned Subsidiary of MetLife Insurance Company of Connecticut) 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 

                                                        [Enlarge/Download Table]

                                                     FAIR VALUE MEASUREMENTS USING SIGNIFICANT UNOBSERVABLE INPUTS (LEVEL 3)   
                                                   ----------------------------------------------------------------------------
                                                   EQUITY SECURITIES:                 NET DERIVATIVES: (5)                     
                                                   ------------------             ----------------------------                 
                                                          NON-                                                                 
                                                       REDEEMABLE                 INTEREST   FOREIGN                  NET      
                                                       PREFERRED      SHORT-TERM    RATE    CURRENCY   CREDIT      EMBEDDED    
                                                         STOCK        INVESTMENTS CONTRACTS CONTRACTS CONTRACTS DERIVATIVES (6)
                                                   ------------------ ----------- --------- --------- --------- ---------------
                                                                                  (IN MILLIONS)                                
                                                                                                                               
YEAR ENDED DECEMBER 31, 2010:                                                                                                  
Balance, January 1,...............................      $     1         $    --    $    --   $    --  $      3     $    536    
Total realized/unrealized gains (losses) included                                                                              
 in:                                                                                                                           
 Earnings: (1), (2)                                                                                                            
   Net investment income..........................           --              --         --        --        --           --    
   Net investment gains (losses)..................           --              --         --        --        --           --    
   Net derivative gains (losses)..................           --              --         --        --        (1)         112    
 Other comprehensive income (loss)................           --              --        (48)       --        --           --    
Purchases, sales, issuances and settlements (3)...           --               6         --        --        (1)         103    
Transfers into Level 3 (4)........................           --              --         --        --        --           --    
Transfers out of Level 3 (4)......................           --              --         --        --        --           --    
                                                        -------         -------    -------   -------  --------     --------    
Balance, December 31,.............................      $     1         $     6    $   (48)  $    --  $      1     $    751    
                                                        =======         =======    =======   =======  ========     ========    
Changes in unrealized gains (losses) relating to                                                                               
 assets and liabilities still held at                                                                                          
 December 31, 2010 included in earnings:                                                                                       
   Net investment income..........................      $    --         $    --    $    --   $    --  $     --     $     --    
   Net investment gains (losses)..................      $    --         $    --    $    --   $    --  $     --     $     --    
   Net derivative gains (losses)..................      $    --         $    --    $    --   $    --  $     (1)    $    120    

                                                        [Enlarge/Download Table]

                                                       FAIR VALUE MEASUREMENTS USING SIGNIFICANT UNOBSERVABLE INPUTS (LEVEL 3) 
                                                       ------------------------------------------------------------------------
                                                                              FIXED MATURITY SECURITIES:                       
                                                       ------------------------------------------------------------------------
                                                                                       STATE AND                               
                                                          U.S.     FOREIGN             POLITICAL                      FOREIGN  
                                                       CORPORATE  CORPORATE           SUBDIVISION                    GOVERNMENT
                                                       SECURITIES SECURITIES   RMBS   SECURITIES    CMBS      ABS    SECURITIES
                                                       ---------- ---------- -------- ----------- -------  --------  ----------
                                                                                    (IN MILLIONS)                              
                                                                                                                               
YEAR ENDED DECEMBER 31, 2009:                                                                                                  
Balance, January 1,...................................  $     65   $     48  $     24   $    --   $    --  $     27   $    --  
Total realized/unrealized gains (losses) included in:                                                                          
  Earnings: (1), (2)                                                                                                           
   Net investment income..............................        --         --        --        --        --        --        --  
   Net investment gains (losses)......................       (17)        (1)       --        --        (1)       --        --  
   Net derivative gains (losses)......................        --         --        --        --        --        --        --  
  Other comprehensive income (loss)...................        18         11         1        --         1        14        --  
Purchases, sales, issuances and settlements (3).......        10         12         5         1        --        (4)       --  
Transfers into and/or out of Level 3 (4)..............        63         --        --        --         1         1        --  
                                                        --------   --------  --------   -------   =======  --------   -------  
Balance, December 31,.................................  $    139   $     70  $     30   $     1   $     1  $     38   $    --  
                                                        ========   ========  ========   =======   =======  ========   =======  
Changes in unrealized gains (losses) relating to                                                                               
 assets and liabilities still held at December 31,                                                                             
 2009 included in earnings:                                                                                                    
   Net investment income..............................  $     --   $     --  $     --   $    --   $    --        --        --  
   Net investment gains (losses)......................  $    (17)  $     (1) $     --   $    --   $    (1)       --        --  
   Net derivative gains (losses)......................  $     --   $     --  $     --   $    --   $    --        --        --  

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METLIFE INVESTORS USA INSURANCE COMPANY 
(A Wholly-Owned Subsidiary of MetLife Insurance Company of Connecticut) 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 

                                                        [Enlarge/Download Table]

                                                         FAIR VALUE MEASUREMENTS USING SIGNIFICANT UNOBSERVABLE INPUTS (LEVEL 3)
                                                         -------------------------------------------------------------------    
                                                           EQUITY SECURITIES:                                                   
                                                         --------------------                                                   
                                                                 NON-                                                           
                                                              REDEEMABLE                                              NET       
                                                              PREFERRED           SHORT-TERM        NET            EMBEDDED     
                                                                STOCK             INVESTMENTS  DERIVATIVES (5)   DERIVATIVES (6)
                                                         --------------------    ------------ ---------------- -----------------
                                                                                                                                
YEAR ENDED DECEMBER 31, 2009:                                                                                                   
Balance, January 1,.....................................       $     7             $    --        $    --          $     963    
Total realized/unrealized gains (losses) included in:                                                                           
  Earnings: (1), (2)                                                                                                            
   Net investment income................................            --                  --             --                 --    
   Net investment gains (losses)........................            (2)                 --             --                 --    
   Net derivative gains (losses)........................            --                  --              1               (516)   
  Other comprehensive income (loss).....................             3                  --             --                 --    
Purchases, sales, issuances and settlements (3).........            (7)                 --              2                 89    
Transfers into and/or out of Level 3 (4)................            --                  --             --                 --    
                                                               -------             -------        -------          ---------    
Balance, December 31,...................................       $     1             $    --        $     3          $     536    
                                                               =======             =======        =======          =========    
Changes in unrealized gains (losses) relating to assets                                                                         
 and liabilities still held at December 31, 2009                                                                                
 included in earnings:                                                                                                          
   Net investment income................................       $    --             $    --        $    --          $      --    
   Net investment gains (losses)........................       $    --             $    --        $    --          $      --    
   Net derivative gains (losses)........................       $    --             $    --        $     1          $    (510)   

--------                                                                        

(1)Amortization of premium/discount is included within net investment income.   
Impairments charged to earnings on securities are included within net     
investment gains (losses). Lapses associated with embedded derivatives are
included within net derivative gains (losses).                            

(2)Interest and dividend accruals, as well as cash interest coupons and         
dividends received, are excluded from the rollforward.                    

(3)The amount reported within purchases, sales, issuances and settlements is    
the purchase or issuance price and the sales or settlement proceeds based 
 upon the actual date purchased or issued and sold or settled, respectively.
  Items purchased/issued and sold/settled in the same period are excluded from
the rollforward. For the year ended December 31, 2011, fees attributed to 
net embedded derivatives are included within settlements. For the years   
ended December 31, 2010 and 2009, fees attributed to net embedded         
  derivatives are included within purchases, sales, issuances and settlements.

(4)Total gains and losses (in earnings and other comprehensive income (loss))   
  are calculated assuming transfers into and/or out of Level 3 occurred at the
  beginning of the period. Items transferred into and/or out of Level 3 in the
same period are excluded from the rollforward.                            

(5)Freestanding derivative assets and liabilities are presented net for         
purposes of the rollforward.                                              

(6)Embedded derivative assets and liabilities are presented net for purposes of 
the rollforward.                                                          

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METLIFE INVESTORS USA INSURANCE COMPANY 
(A Wholly-Owned Subsidiary of MetLife Insurance Company of Connecticut) 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 

NON-RECURRING FAIR VALUE MEASUREMENTS                                         

Certain assets are measured at estimated fair value on a non-recurring basis
and are not included in the tables presented above. The amounts below relate to 
certain investments measured at estimated fair value during the period and      
still held at the reporting dates.                                              

                                                        [Enlarge/Download Table]

                                                           YEARS ENDED DECEMBER 31,                                        
                   ------------------------------------------------------------------------------------------------------- 
                                  2011                               2010                               2009               
                   ---------------------------------- ---------------------------------  --------------------------------- 
                    CARRYING    ESTIMATED     NET      CARRYING    ESTIMATED     NET      CARRYING    ESTIMATED     NET    
                      VALUE       FAIR     INVESTMENT    VALUE       FAIR     INVESTMENT    VALUE       FAIR     INVESTMENT
                    PRIOR TO   VALUE AFTER   GAINS     PRIOR TO   VALUE AFTER   GAINS     PRIOR TO   VALUE AFTER   GAINS   
                   MEASUREMENT MEASUREMENT  (LOSSES)  MEASUREMENT MEASUREMENT  (LOSSES)  MEASUREMENT MEASUREMENT  (LOSSES) 
                   ----------- ----------- ---------- ----------- ----------- ---------- ----------- ----------- ----------
                                                                (IN MILLIONS)                                              
                                                                                                                           
Other limited                                                                                                              
  partnership                                                                                                              
  interests (1)...    $ --        $ --        $ --        $ 4         $ 3        $ (1)      $ 21         $ 4       $ (17)  
Real estate joint                                                                                                          
  ventures (2)....    $ --        $ --        $ --        $ 3         $ 1        $ (2)      $  7         $ 5       $  (2)  

--------                                                                        

(1)Other limited partnership interests -- The impaired investments presented    
above were accounted for using the cost method. Impairments on these cost 
method investments were recognized at estimated fair value determined from
 information provided in the financial statements of the underlying entities
in the period in which the impairment was incurred. These impairments to  
estimated fair value represent non-recurring fair value measurements that 
have been classified as Level 3 due to the limited activity and price     
transparency inherent in the market for such investments. This category   
includes several private equity and debt funds that typically invest      
  primarily in international leveraged buyout funds. The estimated fair values
of these investments have been determined using the NAV of the Company's  
ownership interest in the partners' capital. Distributions from these     
investments will be generated from investment gains, from operating income
from the underlying investments of the funds and from liquidation of the  
underlying assets of the funds. It is estimated that the underlying assets
  of the funds will be liquidated over the next two to 10 years. There were no
unfunded commitments for these investments at December 31, 2011. Unfunded 
commitments for these investments were $4 million at December 31, 2010.   

(2)Real estate joint ventures -- The impaired investments presented above were  
accounted for using the cost method. Impairments on these cost method     
investments were recognized at estimated fair value determined from       
 information provided in the financial statements of the underlying entities
in the period in which the impairment was incurred. These impairments to  
estimated fair value represent non-recurring fair value measurements that 
have been classified as Level 3 due to the limited activity and price     
transparency inherent in the market for such investments. This category   
includes several real estate funds that typically invest primarily in     
 commercial real estate. The estimated fair values of these investments have
been determined using the NAV of the Company's ownership interest in the  
partners' capital. Distributions from these investments will be generated 
  from investment gains, from operating income from the underlying investments
 of the funds and from liquidation of the underlying assets of the funds. It
  is estimated that the underlying assets of the funds will be liquidated over
the next two to 10 years. There were no unfunded commitments for these    
  investments at December 31, 2011. Unfunded commitments for these investments
were less than $1 million at December 31, 2010.                           

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METLIFE INVESTORS USA INSURANCE COMPANY 
(A Wholly-Owned Subsidiary of MetLife Insurance Company of Connecticut) 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 

FAIR VALUE OF FINANCIAL INSTRUMENTS                                           

 Amounts related to the Company's financial instruments that were not measured
at fair value on a recurring basis, were as follows:                            

                                                        [Enlarge/Download Table]

                                                                          DECEMBER 31,                      
                                                     ------------------------------------------------------ 
                                                                2011                        2010            
                                                     --------------------------- -------------------------- 
                                                                       ESTIMATED                   ESTIMATED
                                                     NOTIONAL CARRYING   FAIR    NOTIONAL CARRYING   FAIR   
                                                      AMOUNT   VALUE     VALUE    AMOUNT   VALUE     VALUE  
                                                     -------- -------- --------- -------- -------- ---------
                                                                          (IN MILLIONS)                     
                                                                                                            
ASSETS:                                                                                                     
Mortgage loans, net.................................          $ 1,508   $ 1,617           $ 1,175   $ 1,249 
Policy loans........................................          $   102   $   104           $    64   $    64 
Real estate joint ventures (1)......................          $     7   $     8           $     6   $     5 
Other limited partnership interests (1).............          $     9   $    11           $     8   $     7 
Short-term investments (2)..........................          $    --   $    --           $     5   $     5 
Other invested assets (1)...........................          $   125   $   139           $    --   $    -- 
Cash and cash equivalents...........................          $   108   $   108           $   240   $   240 
Accrued investment income...........................          $   120   $   120           $   105   $   105 
Premiums, reinsurance and other receivables (1).....          $ 5,379   $ 6,167           $ 5,526   $ 5,943 
LIABILITIES:                                                                                                
PABs (1)............................................          $ 6,316   $ 6,954           $ 6,462   $ 7,001 
Payables for collateral under securities loaned and                                                         
  other transactions................................          $ 1,672   $ 1,672           $ 1,246   $ 1,246 
Long-term debt......................................          $    42   $    50           $    45   $    45 
Other liabilities (1)...............................          $   147   $   147           $   137   $   137 
Separate account liabilities (1)....................          $   985   $   985           $ 1,125   $ 1,125 
COMMITMENTS: (3)                                                                                            
Mortgage loan commitments...........................   $ 3    $    --   $    --    $ 80   $    --   $    (1)
Commitments to fund private corporate bond                                                                  
  investments.......................................   $64    $    --   $     9    $ 66   $    --   $     3 

--------                                                                        

(1)Carrying values presented herein differ from those presented in the          
consolidated balance sheets because certain items within the respective   
financial statement caption are not considered financial instruments.     
Financial statement captions excluded from the table above are not        
considered financial instruments.                                         

(2)Short-term investments as presented in the table above differ from the       
  amounts presented in the consolidated balance sheets because this table does
not include short-term investments that meet the definition of a security,
which are measured at estimated fair value on a recurring basis.          

(3)Commitments are off-balance sheet obligations. Negative estimated fair       
values represent off-balance sheet liabilities.                           

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METLIFE INVESTORS USA INSURANCE COMPANY 
(A Wholly-Owned Subsidiary of MetLife Insurance Company of Connecticut) 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 

The methods and assumptions used to estimate the fair value of financial    
instruments are summarized as follows:                                          

The assets and liabilities measured at estimated fair value on a recurring  
basis include: fixed maturity securities, equity securities, short-term         
investments, derivative assets and liabilities, net embedded derivatives within 
asset and liability host contracts and separate account assets. These assets    
and liabilities are described in the section "-- Recurring Fair Value           
Measurements" and, therefore, are excluded from the table above. The estimated  
fair value for these financial instruments approximates carrying value.         

Mortgage Loans                                                                

The Company originates mortgage loans principally for investment purposes.  
These loans are principally carried at amortized cost. The estimated fair value 
of mortgage loans is primarily determined by estimating expected future cash    
flows and discounting them using current interest rates for similar mortgage    
loans with similar credit risk.                                                 

Policy Loans                                                                  

For policy loans with fixed interest rates, estimated fair values are       
determined using a discounted cash flow model applied to groups of similar      
policy loans determined by the nature of the underlying insurance liabilities.  
Cash flow estimates are developed by applying a weighted-average interest rate  
to the outstanding principal balance of the respective group of policy loans    
and an estimated average maturity determined through experience studies of the  
past performance of policyholder repayment behavior for similar loans. These    
cash flows are discounted using current risk-free interest rates with no        
adjustment for borrower credit risk as these loans are fully collateralized by  
the cash surrender value of the underlying insurance policy. The estimated fair 
value for policy loans with variable interest rates approximates carrying value 
due to the absence of borrower credit risk and the short time period between    
interest rate resets, which presents minimal risk of a material change in       
estimated fair value due to changes in market interest rates.                   

Real Estate Joint Ventures and Other Limited Partnership Interests            

Real estate joint ventures and other limited partnership interests included 
in the preceding table consist of those investments accounted for using the     
cost method. The remaining carrying value recognized in the consolidated        
balance sheets represents investments in real estate joint ventures and other   
limited partnership interests accounted for using the equity method, which do   
not meet the definition of financial instruments for which fair value is        
required to be disclosed.                                                       

The estimated fair values for real estate joint ventures and other limited  
partnership interests accounted for under the cost method are generally based   
on the Company's share of the NAV as provided in the financial statements of    
the investees. In certain circumstances, management may adjust the NAV by a     
premium or discount when it has sufficient evidence to support applying such    
adjustments.                                                                    

Short-term Investments                                                        

Certain short-term investments do not qualify as securities and are         
recognized at amortized cost in the consolidated balance sheets. For these      
instruments, the Company believes that there is minimal risk of material        
changes in interest rates or credit of the issuer such that estimated fair      
value approximates carrying value. In light of recent market conditions,        
short-term investments have been monitored to ensure there is sufficient demand 
and maintenance of issuer credit quality and the Company has determined         
additional adjustment is not required.                                          

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METLIFE INVESTORS USA INSURANCE COMPANY 
(A Wholly-Owned Subsidiary of MetLife Insurance Company of Connecticut) 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 

Other Invested Assets                                                         

Other invested assets within the preceding table are comprised of loans to  
affiliates. The estimated fair value of loans to affiliates is determined by    
discounting the expected future cash flows using market interest rates          
currently available for instruments with similar terms and remaining maturities.

Cash and Cash Equivalents                                                     

Due to the short-term maturities of cash and cash equivalents, the Company  
believes there is minimal risk of material changes in interest rates or credit  
of the issuer such that estimated fair value generally approximates carrying    
value. In light of recent market conditions, cash and cash equivalent           
instruments have been monitored to ensure there is sufficient demand and        
maintenance of issuer credit quality, or sufficient solvency in the case of     
depository institutions, and the Company has determined additional adjustment   
is not required.                                                                

Accrued Investment Income                                                     

Due to the short term until settlement of accrued investment income, the    
Company believes there is minimal risk of material changes in interest rates or 
credit of the issuer such that estimated fair value approximates carrying       
value. In light of recent market conditions, the Company has monitored the      
credit quality of the issuers and has determined additional adjustment is not   
required.                                                                       

Premiums, Reinsurance and Other Receivables                                   

Premiums, reinsurance and other receivables in the preceding table are      
principally comprised of certain amounts recoverable under reinsurance          
agreements and amounts receivable for securities sold but not yet settled.      

Premiums receivable and those amounts recoverable under reinsurance         
agreements determined to transfer significant risk are not financial            
instruments subject to disclosure and thus have been excluded from the amounts  
presented in the preceding table. Amounts recoverable under ceded reinsurance   
agreements, which the Company has determined do not transfer significant risk   
such that they are accounted for using the deposit method of accounting, have   
been included in the preceding table. The estimated fair value is determined as 
the present value of expected future cash flows, which were discounted using an 
interest rate determined to reflect the appropriate credit standing of the      
assuming counterparty.                                                          

PABs                                                                          

 PABs in the table above include investment contracts. Embedded derivatives on
investment contracts and certain variable annuity guarantees accounted for as   
embedded derivatives are included in this caption in the consolidated financial 
statements but excluded from this caption in the table above as they are        
separately presented in "-- Recurring Fair Value Measurements." The remaining   
difference between the amounts reflected as PABs in the preceding table and     
those recognized in the consolidated balance sheets represents those amounts    
due under contracts that satisfy the definition of insurance contracts and are  
not considered financial instruments.                                           

The investment contracts primarily include fixed deferred annuities, fixed  
term payout annuities and total control accounts. The fair values for these     
investment contracts are estimated by discounting best estimate future cash     
flows using current market risk-free interest rates and adding a spread to      
reflect the nonperformance risk in the liability.                               

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METLIFE INVESTORS USA INSURANCE COMPANY 
(A Wholly-Owned Subsidiary of MetLife Insurance Company of Connecticut) 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 

Payables for Collateral Under Securities Loaned and Other Transactions        

The estimated fair value for payables for collateral under securities loaned
and other transactions approximates carrying value. The related agreements to   
loan securities are short-term in nature such that the Company believes there   
is limited risk of a material change in market interest rates. Additionally,    
because borrowers are cross-collateralized by the borrowed securities, the      
Company believes no additional consideration for changes in nonperformance risk 
are necessary.                                                                  

Long-term Debt                                                                

The estimated fair value of long-term debt is generally determined by       
discounting expected future cash flows using market rates currently available   
for debt with similar remaining maturities and reflecting the credit risk of    
the Company, including inputs when available, from actively traded debt of      
other companies with similar types of borrowing arrangements.                   

Other Liabilities                                                             

 Other liabilities included in the table above reflect those other liabilities
that satisfy the definition of financial instruments subject to disclosure.     
These items consist primarily of funds withheld amounts payable which are       
contractually withheld by the Company in accordance with the terms of the       
reinsurance agreements. The Company evaluates the specific terms, facts and     
circumstances of each instrument to determine the appropriate estimated fair    
values, which are not materially different from the carrying values.            

Separate Account Liabilities                                                  

Separate account liabilities included in the preceding table represent those
balances due to policyholders under contracts that are classified as investment 
contracts. The remaining amounts presented in the consolidated balance sheets   
represent those contracts classified as insurance contracts, which do not       
satisfy the definition of financial instruments.                                

Separate account liabilities classified as investment contracts primarily   
represent variable annuities with no significant mortality risk to the Company  
such that the death benefit is equal to the account balance and certain         
contracts that provide for benefit funding.                                     

Separate account liabilities are recognized in the consolidated balance     
sheets at an equivalent value of the related separate account assets. Separate  
account assets, which equal net deposits, net investment income and realized    
and unrealized investment gains and losses, are fully offset by corresponding   
amounts credited to the contractholders' liability which is reflected in        
separate account liabilities. Since separate account liabilities are fully      
funded by cash flows from the separate account assets which are recognized at   
estimated fair value as described in the section "-- Recurring Fair Value       
Measurements," the Company believes the value of those assets approximates the  
estimated fair value of the related separate account liabilities.               

Mortgage Loan Commitments and Commitments to Fund Private Corporate Bond      
Investments                                                                   

 The estimated fair values for mortgage loan commitments that will be held for
investment and commitments to fund private corporate bonds that will be held    
for investment reflected in the above table represents the difference between   
the discounted expected future cash flows using interest rates that incorporate 
current credit risk for similar instruments on the reporting date and the       
principal amounts of the commitments.                                           

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METLIFE INVESTORS USA INSURANCE COMPANY 
(A Wholly-Owned Subsidiary of MetLife Insurance Company of Connecticut) 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 

5. DEFERRED POLICY ACQUISITION COSTS                                            

Information regarding DAC was as follows:                                   

                                                                [Download Table]

                                                                       DAC     
                                                                  -------------
                                                                  (IN MILLIONS)
                                                                               
Balance at January 1, 2009.......................................    $ 2,082   
Capitalizations..................................................        727   
                                                                     -------   
  Subtotal.......................................................      2,809   
                                                                     -------   
Amortization related to:                                                       
  Net investment gains (losses)..................................        136   
  Other expenses.................................................       (332)  
                                                                     -------   
   Total amortization............................................       (196)  
                                                                     -------   
Unrealized investment gains (losses).............................        (59)  
                                                                     -------   
Balance at December 31, 2009.....................................      2,554   
Capitalizations..................................................        880   
                                                                     -------   
  Subtotal.......................................................      3,434   
                                                                     -------   
Amortization related to:                                                       
  Net investment gains (losses)..................................        (59)  
  Other expenses.................................................       (364)  
                                                                     -------   
   Total amortization............................................       (423)  
                                                                     -------   
Unrealized investment gains (losses).............................        (46)  
                                                                     -------   
Balance at December 31, 2010.....................................      2,965   
Capitalizations..................................................      1,367   
                                                                     -------   
  Subtotal.......................................................      4,332   
                                                                     -------   
Amortization related to:                                                       
  Net investment gains (losses)..................................       (313)  
  Other expenses.................................................       (475)  
                                                                     -------   
   Total amortization............................................       (788)  
                                                                     -------   
Unrealized investment gains (losses).............................         (2)  
                                                                     -------   
Balance at December 31, 2011.....................................    $ 3,542   
                                                                     =======   

Amortization of DAC is attributed to both investment gains and losses and to
other expenses for the amount of gross margins or profits originating from      
transactions other than investment gains and losses. Unrealized investment      
gains and losses represent the amount of DAC that would have been amortized if  
such gains and losses had been recognized.                                      

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METLIFE INVESTORS USA INSURANCE COMPANY 
(A Wholly-Owned Subsidiary of MetLife Insurance Company of Connecticut) 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 

6. INSURANCE                                                                    

VALUE OF DISTRIBUTION AGREEMENTS                                              

Information regarding VODA, which was reported in other assets, was as      
follows:                                                                        

                                                                [Download Table]

                                                                     AMOUNT    
                                                                  -------------
                                                                  (IN MILLIONS)
                                                                               
Balance at January 1, 2009.......................................    $  160    
Amortization.....................................................        (5)   
                                                                     ------    
Balance at December 31, 2009.....................................       155    
Amortization.....................................................        (7)   
                                                                     ------    
Balance at December 31, 2010.....................................       148    
Amortization.....................................................        (8)   
                                                                     ------    
Balance at December 31, 2011.....................................    $  140    
                                                                     ======    

 The estimated future amortization expense allocated to other expenses for the
next five years for VODA is $10 million in 2012, $11 million in 2013,           
$12 million in 2014, $12 million in 2015 and $12 million in 2016.               

SALES INDUCEMENTS                                                             

 Information regarding deferred sales inducements, which are reported in other
assets, was as follows:                                                         

                                                                [Download Table]

                                                                     AMOUNT    
                                                                  -------------
                                                                  (IN MILLIONS)
                                                                               
Balance at January 1, 2009.......................................    $  378    
Capitalization...................................................       122    
Amortization.....................................................       (50)   
                                                                     ------    
Balance at December 31, 2009.....................................       450    
Capitalization...................................................        98    
Amortization.....................................................       (51)   
                                                                     ------    
Balance at December 31, 2010.....................................       497    
Capitalization...................................................        79    
Amortization.....................................................       (73)   
                                                                     ------    
Balance at December 31, 2011.....................................    $  503    
                                                                     ======    

SEPARATE ACCOUNTS                                                             

Separate account assets and liabilities primarily include pass-through      
separate accounts totaling $56.6 billion and $42.4 billion at December 31, 2011 
and 2010, respectively, for which the policyholder assumes all investment risk. 

For the years ended December 31, 2011, 2010 and 2009, there were no         
investment gains (losses) on transfers of assets from the general account to    
the separate accounts.                                                          

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METLIFE INVESTORS USA INSURANCE COMPANY 
(A Wholly-Owned Subsidiary of MetLife Insurance Company of Connecticut) 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 

GUARANTEES                                                                    

 The Company issues annuity contracts which may include contractual guarantees
to the contractholder for: (i) return of no less than total deposits made to    
the contract less any partial withdrawals ("return of net deposits"); and       
(ii) the highest contract value on a specified anniversary date minus any       
withdrawals following the contract anniversary, or total deposits made to the   
contract less any partial withdrawals plus a minimum return ("anniversary       
contract value" or "minimum return"). These guarantees include benefits that    
are payable in the event of death or at annuitization.                          

The Company also issues universal and variable life contracts where the     
Company contractually guarantees to the contractholder a secondary guarantee    
benefit.                                                                        

Information regarding the types of guarantees relating to annuity contracts 
and universal and variable life contracts was as follows:                       

                                                        [Enlarge/Download Table]

                                                                  DECEMBER 31,                         
                                         -----------------------------------------------------------   
                                                      2011                            2010             
                                         ----------------------------    ---------------------------   
                                             IN THE            AT            IN THE           AT       
                                         EVENT OF DEATH   ANNUITIZATION  EVENT OF DEATH  ANNUITIZATION 
                                         --------------   -------------  -------------- -------------  
                                                                 (IN MILLIONS)                         
                                                                                                       
ANNUITY CONTRACTS (1)                                                                                  
RETURN OF NET DEPOSITS                                                                                 
Separate account value..................  $     27,161            N/A      $  21,840             N/A   
Net amount at risk (2)..................  $       795 (3)         N/A      $    415 (3)          N/A   
Average attained age of contractholders.      63 years            N/A       62 years             N/A   

ANNIVERSARY CONTRACT VALUE OR MINIMUM                                                                  
  RETURN                                                                                               
Separate account value..................  $     33,558      $  41,713      $  23,624    $     30,613   
Net amount at risk (2)..................  $     2,988 (3)   $  6,595 (4)   $  1,378 (3) $     3,523 (4)
Average attained age of contractholders.      64 years       62 years       64 years        62 years   

                                                                [Download Table]

                                                      DECEMBER 31,        
                                              -------------------------   
                                                   2011           2010    
                                              ------------    ---------   
                                                  SECONDARY GUARANTEES    
                                              -------------------------   
                                                     (IN MILLIONS)        
                                                                          
UNIVERSAL AND VARIABLE LIFE CONTRACTS (1)                                 
Account value (general and separate account). $      3,019    $   1,578   
Net amount at risk (2)....................... $    58,776 (3) $ 29,454 (3)
Average attained age of policyholders........     55 years     56 years   

--------                                                                        

(1)The Company's annuity and life contracts with guarantees may offer more than 
 one type of guarantee in each contract. Therefore, the amounts listed above
may not be mutually exclusive.                                            

(2)The net amount at risk is based on the direct and assumed amount at risk     
(excluding ceded reinsurance).                                            

(3)The net amount at risk for guarantees of amounts in the event of death is    
 defined as the current GMDB in excess of the current account balance at the
balance sheet date.                                                       

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METLIFE INVESTORS USA INSURANCE COMPANY 
(A Wholly-Owned Subsidiary of MetLife Insurance Company of Connecticut) 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 

(4)The net amount at risk for guarantees of amounts at annuitization is defined 
  as the present value of the minimum guaranteed annuity payments available to
the contractholder determined in accordance with the terms of the contract
in excess of the current account balance.                                 

Information regarding the liabilities for guarantees (excluding base policy     
liabilities) relating to annuity and universal and variable life contracts was  
as follows:                                                                     

                                                                [Download Table]


                                 ANNUITY CONTRACTS                          
                              -----------------------                       
                                                       UNIVERSAL AND        
                                                       VARIABLE LIFE        
                                                         CONTRACTS          
                              GUARANTEED  GUARANTEED   -------------        
                                DEATH    ANNUITIZATION   SECONDARY          
                               BENEFITS    BENEFITS     GUARANTEES    TOTAL 
                              ---------- ------------- ------------- ------ 
                                              (IN MILLIONS)                 
                                                                            
DIRECT                                                                      
Balance at January 1, 2009...  $    73      $   221       $    52    $  346 
Incurred guaranteed benefits.       27           (6)          172       193 
Paid guaranteed benefits.....      (45)          --            --       (45)
                               -------      -------       -------    ------ 
Balance at December 31, 2009.       55          215           224       494 
Incurred guaranteed benefits.       23           66           246       335 
Paid guaranteed benefits.....       (5)          --            --        (5)
                               -------      -------       -------    ------ 
Balance at December 31, 2010.       73          281           470       824 
Incurred guaranteed benefits.       77          128           139       344 
Paid guaranteed benefits.....      (18)          --            --       (18)
                               -------      -------       -------    ------ 
Balance at December 31, 2011.  $   132      $   409       $   609    $1,150 
                               =======      =======       =======    ====== 

CEDED                                                                       
Balance at January 1, 2009...  $    73      $    72       $    --    $  145 
Incurred guaranteed benefits.       27            2           142       171 
Paid guaranteed benefits.....      (45)          --            --       (45)
                               -------      -------       -------    ------ 
Balance at December 31, 2009.       55           74           142       271 
Incurred guaranteed benefits.       23           23           192       238 
Paid guaranteed benefits.....       (5)          --            --        (5)
                               -------      -------       -------    ------ 
Balance at December 31, 2010.       73           97           334       504 
Incurred guaranteed benefits.       77           44           123       244 
Paid guaranteed benefits.....      (18)          --            --       (18)
                               -------      -------       -------    ------ 
Balance at December 31, 2011.  $   132      $   141       $   457    $  730 
                               =======      =======       =======    ====== 

NET                                                                         
Balance at January 1, 2009...  $    --      $   149       $    52    $  201 
Incurred guaranteed benefits.       --           (8)           30        22 
Paid guaranteed benefits.....       --           --            --        -- 
                               -------      -------       -------    ------ 
Balance at December 31, 2009.       --          141            82       223 
Incurred guaranteed benefits.       --           43            54        97 
Paid guaranteed benefits.....       --           --            --        -- 
                               -------      -------       -------    ------ 
Balance at December 31, 2010.       --          184           136       320 
Incurred guaranteed benefits.       --           84            16       100 
Paid guaranteed benefits.....       --           --            --        -- 
                               -------      -------       -------    ------ 
Balance at December 31, 2011.  $    --      $   268       $   152    $  420 
                               =======      =======       =======    ====== 

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METLIFE INVESTORS USA INSURANCE COMPANY 
(A Wholly-Owned Subsidiary of MetLife Insurance Company of Connecticut) 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 

Account balances of contracts with insurance guarantees were invested in    
separate account asset classes as follows at:                                   

                                                                [Download Table]

                                                             DECEMBER 31,   
                                                           -----------------
                                                             2011     2010  
                                                           -------- --------
                                                             (IN MILLIONS)  
                                                                            
Fund Groupings:                                                             
Equity.................................................... $ 24,325 $ 21,558
Balanced..................................................   26,785   16,456
Bond......................................................    2,983    1,941
Specialty.................................................      727      705
Money Market..............................................      587      521
                                                           -------- --------
  Total................................................... $ 55,407 $ 41,181
                                                           ======== ========

7. REINSURANCE                                                                  

The Company participates in reinsurance activities in order to limit losses,
minimize exposure to significant risks and provide additional capacity for      
future growth.                                                                  

For its individual life insurance products, the Company has historically    
reinsured the mortality risk primarily on an excess of retention basis or a     
quota share basis. The Company retains up to $100,000 per life and reinsures    
100% of amounts in excess of the Company's retention limits for most new        
individual life insurance policies and for certain individual life insurance    
policies the Company reinsures up to 90% of the mortality risk. In addition to  
reinsuring mortality risk as described above, the Company reinsures other       
risks, as well as specific coverages. Placement of reinsurance is done          
primarily on an automatic basis and also on a facultative basis for risks with  
specific characteristics.                                                       

The Company evaluates its reinsurance programs routinely and may increase or
decrease its retention at any time. The Company also reinsures the risk         
associated with secondary death benefit guarantees on certain universal life    
insurance policies to an affiliate.                                             

The Company reinsures 100% of the living and death benefit guarantees       
associated with its variable annuities issued since 2001 to affiliated          
reinsurers. Under these reinsurance agreements, the Company pays a reinsurance  
premium generally based on fees associated with the guarantees collected from   
policyholders and receives reimbursement for benefits paid or accrued in excess 
of account values, subject to certain limitations. The Company also reinsures   
90% of its new production of fixed annuities to an affiliated reinsurer.        

The Company has exposure to catastrophes, which could contribute to         
significant fluctuations in the Company's results of operations. The Company    
uses excess of retention and quota share reinsurance agreements to provide      
greater diversification of risk and minimize exposure to larger risks.          

The Company reinsures its business through a diversified group of           
well-capitalized, highly rated reinsurers. The Company analyzes recent trends   
in arbitration and litigation outcomes in disputes, if any, with its            
reinsurers. The Company monitors ratings and evaluates the financial strength   
of its reinsurers by analyzing their financial statements. In addition, the     
reinsurance recoverable balance due from each reinsurer is evaluated as part of 
the overall monitoring process. Recoverability of reinsurance recoverable       
balances is evaluated based on these                                            

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METLIFE INVESTORS USA INSURANCE COMPANY 
(A Wholly-Owned Subsidiary of MetLife Insurance Company of Connecticut) 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 

analyses. The Company generally secures large reinsurance recoverable balances  
with various forms of collateral, including secured trusts and funds withheld   
accounts. These reinsurance recoverable balances are stated net of allowances   
for uncollectible reinsurance, which at December 31, 2011 and 2010, were        
immaterial.                                                                     

 The Company has secured certain reinsurance recoverable balances with various
forms of collateral, including secured trusts and funds withheld accounts. The  
Company had $283 million and $262 million of unsecured unaffiliated reinsurance 
recoverable balances at December 31, 2011 and 2010, respectively.               

At December 31, 2011, the Company had $427 million of net unaffiliated ceded
reinsurance recoverables. Of this total, $377 million, or 88%, were with the    
Company's five largest unaffiliated ceded reinsurers, including $233 million of 
which were unsecured. At December 31, 2010, the Company had $397 million of net 
unaffiliated ceded reinsurance recoverables. Of this total, $337 million, or    
85%, were with the Company's five largest unaffiliated ceded reinsurers,        
including $201 million of which were unsecured.                                 

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METLIFE INVESTORS USA INSURANCE COMPANY 
(A Wholly-Owned Subsidiary of MetLife Insurance Company of Connecticut) 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 

The amounts in the consolidated statements of operations include the impact 
of reinsurance. Information regarding the effect of reinsurance was as follows: 

                                                        [Enlarge/Download Table]

                                                                    YEARS ENDED DECEMBER 31,
                                                                --------------------------  
                                                                   2011       2010     2009 
                                                                --------   --------  ------ 
                                                                       (IN MILLIONS)        
                                                                                            
PREMIUMS:                                                                                   
 Direct premiums............................................... $    961   $    562  $  564 
 Reinsurance assumed...........................................        7         13      14 
 Reinsurance ceded.............................................     (321)      (218)   (185)
                                                                --------   --------  ------ 
   Net premiums................................................ $    647   $    357  $  393 
                                                                ========   ========  ====== 

UNIVERSAL LIFE AND INVESTMENT-TYPE PRODUCT POLICY FEES:                                     
 Direct universal life and investment-type product policy fees. $  1,694   $  1,224  $  834 
 Reinsurance assumed...........................................       90        120     115 
 Reinsurance ceded.............................................     (496)      (353)   (204)
                                                                --------   --------  ------ 
   Net universal life and investment-type product policy fees.. $  1,288   $    991  $  745 
                                                                ========   ========  ====== 

OTHER REVENUES:                                                                             
 Direct other revenues......................................... $     99   $     63  $   39 
 Reinsurance assumed...........................................       --         --      -- 
 Reinsurance ceded.............................................      215        239     198 
                                                                --------   --------  ------ 
   Net other revenues.......................................... $    314   $    302  $  237 
                                                                ========   ========  ====== 

POLICYHOLDER BENEFITS AND CLAIMS:                                                           
 Direct policyholder benefits and claims....................... $  1,363   $    944  $  807 
 Reinsurance assumed...........................................       15         29       8 
 Reinsurance ceded.............................................     (599)      (487)   (358)
                                                                --------   --------  ------ 
   Net policyholder benefits and claims........................ $    779   $    486  $  457 
                                                                ========   ========  ====== 

INTEREST CREDITED TO POLICYHOLDER ACCOUNT BALANCES:                                         
 Direct interest credited to policyholder account balances..... $    436   $    404  $  377 
 Reinsurance assumed...........................................       68         64      64 
 Reinsurance ceded.............................................      (80)       (55)    (32)
                                                                --------   --------  ------ 
   Net interest credited to policyholder account balances...... $    424   $    413  $  409 
                                                                ========   ========  ====== 

OTHER EXPENSES:                                                                             
 Direct other expenses......................................... $  1,389   $    842  $  465 
 Reinsurance assumed...........................................       48         90     105 
 Reinsurance ceded.............................................      145         92      43 
                                                                --------   --------  ------ 
   Net other expenses.......................................... $  1,582   $  1,024  $  613 
                                                                ========   ========  ====== 

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METLIFE INVESTORS USA INSURANCE COMPANY 
(A Wholly-Owned Subsidiary of MetLife Insurance Company of Connecticut) 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 

The amounts in the consolidated balance sheets include the impact of        
reinsurance. Information regarding the effect of reinsurance was as follows at: 

                                                                [Download Table]

                                                       DECEMBER 31, 2011          
                                             -------------------------------------
                                                                           TOTAL  
                                                                          BALANCE 
                                               DIRECT   ASSUMED    CEDED    SHEET 
                                             -------- --------- --------  --------
                                                         (IN MILLIONS)            
                                                                                  
ASSETS:                                                                           
Premiums, reinsurance and other receivables. $    374 $     34  $ 12,271  $ 12,679
Deferred policy acquisition costs...........    3,986      140      (584)    3,542
                                             -------- --------  --------  --------
 Total assets............................... $  4,360 $    174  $ 11,687  $ 16,221
                                             ======== ========  ========  ========

LIABILITIES:                                                                      
Future policy benefits...................... $  3,044 $     41  $     --  $  3,085
Other policy-related balances...............      181    1,510       758     2,449
Other liabilities...........................      211       10     4,093     4,314
                                             -------- --------  --------  --------
 Total liabilities.......................... $  3,436 $  1,561  $  4,851  $  9,848
                                             ======== ========  ========  ========

                                                       DECEMBER 31, 2010          
                                             -------------------------------------
                                                                           TOTAL  
                                                                          BALANCE 
                                               DIRECT   ASSUMED    CEDED    SHEET 
                                             -------- --------- --------  --------
                                                         (IN MILLIONS)            
ASSETS:                                                                           
Premiums, reinsurance and other receivables. $    211 $     40  $  9,527  $  9,778
Deferred policy acquisition costs...........    3,287      164      (486)    2,965
                                             -------- --------  --------  --------
 Total assets............................... $  3,498 $    204  $  9,041  $ 12,743
                                             ======== ========  ========  ========

LIABILITIES:                                                                      
Future policy benefits...................... $  2,051 $     41  $     --  $  2,092
Other policy-related balances...............      177    1,435       508     2,120
Other liabilities...........................      246       12     3,343     3,601
                                             -------- --------  --------  --------
 Total liabilities.......................... $  2,474 $  1,488  $  3,851  $  7,813
                                             ======== ========  ========  ========

Reinsurance agreements that do not expose the Company to a reasonable       
possibility of a significant loss from insurance risk are recorded using the    
deposit method of accounting. The deposit assets on reinsurance were $4.2       
billion and $4.3 billion at December 31, 2011 and 2010, respectively. There     
were no deposit liabilities on reinsurance at both December 31, 2011 and 2010.  

RELATED PARTY REINSURANCE TRANSACTIONS                                        

The Company has reinsurance agreements with certain MetLife subsidiaries,   
including MLIC, Exeter, General American Life Insurance Company, MICC and       
MetLife Reinsurance Company of Vermont, all of which are related parties.       

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METLIFE INVESTORS USA INSURANCE COMPANY 
(A Wholly-Owned Subsidiary of MetLife Insurance Company of Connecticut) 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 

Information regarding the effect of affiliated reinsurance included in the  
consolidated statements of operations was as follows:                           

                                                        [Enlarge/Download Table]

                                                                   YEARS ENDED DECEMBER 31,
                                                               --------------------------- 
                                                                 2011      2010      2009  
                                                               ------    ------    ------  
                                                                    (IN MILLIONS)          
                                                                                           
PREMIUMS:                                                                                  
 Reinsurance assumed.......................................... $    7    $   13    $   14  
 Reinsurance ceded............................................   (284)     (190)     (164) 
                                                                ------    ------   ------  
   Net premiums............................................... $ (277)   $ (177)   $ (150) 
                                                                ======    ======   ======  

UNIVERSAL LIFE AND INVESTMENT-TYPE PRODUCT POLICY FEES:                                    
 Reinsurance assumed.......................................... $   90    $  120    $  115  
 Reinsurance ceded............................................   (416)     (279)     (151) 
                                                                ------    ------   ------  
   Net universal life and investment-type product policy fees. $ (326)   $ (159)   $  (36) 
                                                                ======    ======   ======  

OTHER REVENUES:                                                                            
 Reinsurance assumed.......................................... $   --    $   --    $   --  
 Reinsurance ceded............................................    215       239       198  
                                                                ------    ------   ------  
   Net other revenues......................................... $  215    $  239    $  198  
                                                                ======    ======   ======  

POLICYHOLDER BENEFITS AND CLAIMS:                                                          
 Reinsurance assumed.......................................... $   15    $   29    $    8  
 Reinsurance ceded............................................   (497)     (323)     (219) 
                                                                ------    ------   ------  
   Net policyholder benefits and claims....................... $ (482)   $ (294)   $ (211) 
                                                                ======    ======   ======  

INTEREST CREDITED TO POLICYHOLDER ACCOUNT BALANCES:                                        
 Reinsurance assumed.......................................... $   68    $   64    $   64  
 Reinsurance ceded............................................    (80)      (55)      (32) 
                                                                ------    ------   ------  
   Net interest credited to policyholder account balances..... $  (12)   $    9    $   32  
                                                                ======    ======   ======  

OTHER EXPENSES:                                                                            
 Reinsurance assumed.......................................... $   48    $   90    $  105  
 Reinsurance ceded............................................    144        92        42  
                                                                ------    ------   ------  
   Net other expenses......................................... $  192    $  182    $  147  
                                                                ======    ======   ======  

Information regarding the effect of affiliated reinsurance included in the  
consolidated balance sheets was as follows at:                                  

                                                        [Enlarge/Download Table]

                                                                  DECEMBER 31,             
                                                      ------------------------------------ 
                                                             2011               2010       
                                                      -----------------  ----------------- 
                                                      ASSUMED    CEDED   ASSUMED    CEDED  
                                                      -------- --------  -------- -------- 
                                                                  (IN MILLIONS)            
                                                                                           
ASSETS:                                                                                    
Premiums, reinsurance and other receivables.......... $     34 $ 11,810  $     40 $  9,117 
Deferred policy acquisition costs....................      140     (583)      164     (484)
                                                      -------- --------  -------- -------- 
  Total assets....................................... $    174 $ 11,227  $    204 $  8,633 
                                                      ======== ========  ======== ======== 

LIABILITIES:                                                                               
Future policy benefits............................... $     41 $     --  $     41 $     -- 
Other policy-related balances........................    1,510      758     1,435      508 
Other liabilities....................................       10    3,913        12    3,195 
                                                      -------- --------  -------- -------- 
  Total liabilities.................................. $  1,561 $  4,671  $  1,488 $  3,703 
                                                      ======== ========  ======== ======== 

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METLIFE INVESTORS USA INSURANCE COMPANY 
(A Wholly-Owned Subsidiary of MetLife Insurance Company of Connecticut) 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 

The Company ceded risks to affiliates related to guaranteed minimum benefit 
guarantees written directly by the Company. These ceded reinsurance agreements  
contain embedded derivatives and changes in their fair value are also included  
within net derivative gains (losses). The embedded derivatives associated with  
the cessions are included within premiums, reinsurance and other receivables    
and were assets of $3.0 billion and $930 million at December 31, 2011 and 2010, 
respectively. For the years ended December 31, 2011, 2010 and 2009, net         
derivative gains (losses) associated with the embedded derivatives included     
$1.7 billion, ($7) million, and ($1.5) billion, respectively.                   

 The Company cedes two blocks of business to an affiliate on a 90% coinsurance
with funds withheld basis. Certain contractual features of this agreement       
qualify as embedded derivatives, which are separately accounted for at          
estimated fair value on the Company's consolidated balance sheets. The embedded 
derivative related to the funds withheld associated with this reinsurance       
agreement is included within other liabilities and increased the funds withheld 
balance by $416 million and $5 million at December 31, 2011 and 2010,           
respectively. Net derivative gains (losses) associated with the embedded        
derivatives were ($411) million, ($17) million and ($16) million at             
December 31, 2011, 2010 and 2009, respectively. The reinsurance agreement also  
includes an experience refund provision, whereby some or all of the profits on  
the underlying reinsurance agreement are returned to the Company from the       
affiliated reinsurer during the first several years of the reinsurance          
agreement. The experience refund reduced the funds withheld by the Company from 
the affiliated reinsurer by $337 million and $304 million at December 31, 2011  
and 2010, respectively, and is considered unearned revenue, amortized over the  
life of the contract using the same assumptions as used for the DAC associated  
with the underlying policies. Amortization and interest of the unearned revenue 
associated with the experience refund was $91 million, $81 million and          
$36 million at December 31, 2011, 2010 and 2009, respectively, and is included  
in premiums and universal life and investment-type product policy fees in the   
consolidated statements of operations. At December 31, 2011 and 2010, unearned  
revenue related to the experience refund was $806 million and $560 million,     
respectively, and was included in other policy-related balances in the          
consolidated balance sheets.                                                    

 The Company has secured certain reinsurance recoverable balances with various
forms of collateral, including secured trusts, funds withheld accounts and      
irrevocable letters of credit. The Company had $4.6 billion and $4.0 billion of 
unsecured affiliated reinsurance recoverable balances at December 31, 2011 and  
2010, respectively.                                                             

Affiliated reinsurance agreements that do not expose the Company to a       
reasonable possibility of a significant loss from insurance risk are recorded   
using the deposit method of accounting. The deposit assets on affiliated        
reinsurance were $4.1 billion and $4.2 billion, at December 31, 2011 and 2010,  
respectively. There were no deposit liabilities on affiliated reinsurance at    
both December 31, 2011 and 2010.                                                

8. LONG-TERM DEBT                                                               

On December 23, 2010, Greater Sandhill I, LLC ("Greater Sandhill"), an      
affiliate, issued to a third party, long-term notes for $45 million maturing in 
2030 with an interest rate of 7.028%. The notes were issued in exchange for     
certain investments included in other invested assets. During the year ended    
December 31, 2011, Greater Sandhill repaid $3 million of the long term notes.   
The outstanding balance of the notes was $42 million and $45 million at         
December 31, 2011 and 2010, respectively.                                       

The aggregate maturities of long-term debt at December 31, 2011 are $1      
million in each of the years 2012, 2013, 2014, 2015 and 2016 and $37 million    
thereafter.                                                                     

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METLIFE INVESTORS USA INSURANCE COMPANY 
(A Wholly-Owned Subsidiary of MetLife Insurance Company of Connecticut) 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 

Interest expense related to the Company's indebtedness included in other    
expenses was $3 million and less than $1 million for the years ended            
December 31, 2011 and 2010, respectively. The Company had no interest expense   
related to indebtedness for the year ended December 31, 2009.                   

9. INCOME TAX                                                                   

The provision for income tax was as follows:                                

                                                                [Download Table]

                                                   YEARS ENDED DECEMBER 31,
                                               --------------------------- 
                                                 2011      2010     2009   
                                               ------    ------   ------   
                                                   (IN MILLIONS)           
                                                                           
Current:                                                                   
 Federal...................................... $ (44)    $ (18)   $    8   
Deferred:                                                                  
 Federal......................................   247       103      (193)  
                                               -----     -----     ------  
   Provision for income tax expense (benefit). $ 203     $  85    $ (185)  
                                               =====     =====     ======  

The reconciliation of the income tax provision at the U.S. statutory rate to
the provision for income tax as reported was as follows:                        

                                                                [Download Table]

                                                   YEARS ENDED DECEMBER 31,
                                               --------------------------- 
                                                 2011      2010     2009   
                                               ------    ------   ------   
                                                   (IN MILLIONS)           
                                                                           
Tax provision at U.S. statutory rate.......... $ 260     $ 132    $ (134)  
Tax effect of:                                                             
 Tax-exempt investment income.................   (45)      (43)      (33)  
 Prior year tax...............................    (5)       --       (18)  
 Tax credits..................................    (7)       (4)       --   
                                               -----     -----     ------  
   Provision for income tax expense (benefit). $ 203     $  85    $ (185)  
                                               =====     =====     ======  

Deferred income tax represents the tax effect of the differences between the
book and tax basis of assets and liabilities. Net deferred income tax assets    
and liabilities consisted of the following at:                                  

                                                                [Download Table]

                                                  DECEMBER 31,
                                              --------------  
                                                 2011     2010
                                              -------   ------
                                               (IN MILLIONS)  
                                                              
Deferred income tax assets:                                   
 Policyholder liabilities and receivables.... $    --   $ 243 
 Investments, including derivatives..........     283      21 
 Loss and credit carryforwards...............      96     106 
 Other.......................................      --       1 
                                              -------   ----- 
                                                  379     371 
                                              -------   ----- 
Deferred income tax liabilities:                              
 DAC.........................................   1,024     892 
 Policyholder liabilities and receivables....     120      -- 
 Net unrealized investment gains.............     371      59 
 Other.......................................       4      -- 
                                              -------   ----- 
                                                1,519     951 
                                              -------   ----- 
   Net deferred income tax asset (liability). $(1,140)  $(580)
                                              =======   ===== 

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METLIFE INVESTORS USA INSURANCE COMPANY 
(A Wholly-Owned Subsidiary of MetLife Insurance Company of Connecticut) 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 

Domestic capital loss carryforwards of $6 million at December 31, 2011 will 
expire beginning in 2013. Tax credit carryforwards of $93 million at            
December 31, 2011 will expire beginning in 2016.                                

The Company participates in a tax sharing agreement with MetLife. Under this
agreement, current federal income tax expense (benefit) is computed on a        
separate return basis and provides that members shall make payments or receive  
reimbursements to the extent that their income (loss) contributes to or reduces 
consolidated federal tax expense. Pursuant to this tax sharing agreement, the   
amounts due from affiliates include $92 million for 2011.                       

 Prior to 2011, the Company participated in a tax sharing agreement with MICC.
Under this agreement, current federal income tax expense (benefit) is computed  
on a separate return basis and provides that members shall make payments or     
receive reimbursements to the extent that their income (loss) contributes to or 
reduces consolidated federal tax expense. Pursuant to this tax sharing          
agreement, the amounts due from affiliates include $25 million for 2010 and the 
amounts due to affiliates include $14 million for 2009.                         

Pursuant to Internal Revenue Service ("IRS") rules, MICC and its            
subsidiaries, including the Company, was excluded from MetLife's life/non-life  
consolidated federal tax return for the five years subsequent to MetLife's July 
2005 acquisition of MICC. In 2011, MICC and its subsidiaries, including the     
Company, joined the consolidated return and became a party to the MetLife tax   
sharing agreement. Accordingly, the Company's losses will be eligible to be     
included in the consolidated return and the resulting tax savings to MetLife    
will generate a payment to the Company for the losses used.                     

The Company files income tax returns with the U.S. federal government and   
various state and local jurisdictions. The Company is under continuous          
examination by the IRS and other tax authorities in jurisdictions in which the  
Company has significant business operations. The income tax years under         
examination vary by jurisdiction. With a few exceptions, the Company is no      
longer subject to U.S. federal, state and local income tax examinations by tax  
authorities for years prior to 2003. The IRS exam of the current audit cycle,   
years 2003 to 2006, began in April 2010.                                        

The U.S. Treasury Department and the IRS have indicated that they intend to 
address through regulations the methodology to be followed in determining the   
dividends received deduction ("DRD"), related to variable life insurance and    
annuity contracts. The DRD reduces the amount of dividend income subject to tax 
and is a significant component of the difference between the actual tax expense 
and expected amount determined using the federal statutory tax rate of 35%. Any 
regulations that the IRS ultimately proposes for issuance in this area will be  
subject to public notice and comment, at which time insurance companies and     
other interested parties will have the opportunity to raise legal and practical 
questions about the content, scope and application of such regulations. As a    
result, the ultimate timing and substance of any such regulations are unknown   
at this time. For the years ended December 31, 2011 and 2010, the Company       
recognized an income tax benefit of $46 million and $28 million, respectively,  
related to the separate account DRD. The 2011 benefit included a benefit of     
$1 million related to a true-up of the 2010 tax return. The 2010 benefit        
included an expense of $15 million related to a true-up of the 2009 tax return. 

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METLIFE INVESTORS USA INSURANCE COMPANY 
(A Wholly-Owned Subsidiary of MetLife Insurance Company of Connecticut) 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 

10. CONTINGENCIES, COMMITMENTS AND GUARANTEES                                   

CONTINGENCIES                                                                   

LITIGATION                                                                    

Over the past several years, the Company has faced claims, including class  
action lawsuits, alleging improper marketing or sales of individual life        
insurance policies, annuities, mutual funds or other products. Some of the      
current cases seek substantial damages, including punitive and treble damages   
and attorneys' fees. The Company continues to vigorously defend against the     
claims in all pending matters. The Company believes adequate provision has been 
made in its financial statements for all probable and reasonably estimable      
losses for sales practices matters.                                             

Unclaimed Property Inquiries                                                  

 More than 30 U.S. jurisdictions are auditing MetLife, Inc. and certain of its
affiliates for compliance with unclaimed property laws. Additionally,           
Metropolitan Life Insurance Company and certain of its affiliates have received 
subpoenas and other regulatory inquiries from certain regulators and other      
officials relating to claims-payment practices and compliance with unclaimed    
property laws. An examination of these practices by the Illinois Department of  
Insurance has been converted into a multistate targeted market conduct exam. On 
July 5, 2011, the New York Insurance Department issued a letter requiring life  
insurers doing business in New York to use data available on the U.S. Social    
Security Administration's Death Master File or a similar database to identify   
instances where death benefits under life insurance policies, annuities, and    
retained asset accounts are payable, to locate and pay beneficiaries under such 
contracts, and to report the results of the use of the data. It is possible     
that other jurisdictions may pursue similar investigations or inquiries, may    
join the multistate market conduct exam, or issue directives similar to the New 
York Insurance Department's letter. It is possible that the audits, market      
conduct exam, and related activity may result in additional payments to         
beneficiaries, additional escheatment of funds deemed abandoned under state     
laws, administrative penalties, interest, and changes to the Company's          
procedures for the identification and escheatment of abandoned property.        

Various litigation, claims and assessments against the Company, in addition 
to those discussed previously or those otherwise provided for in the Company's  
consolidated financial statements, have arisen in the course of the Company's   
business, including, but not limited to, in connection with its activities as   
an insurer, employer, investor, investment advisor, and taxpayer. Further,      
state insurance regulatory authorities and other federal and state authorities  
regularly make inquiries and conduct investigations concerning the Company's    
compliance with applicable insurance and other laws and regulations.            

It is not possible to predict the ultimate outcome of all pending           
investigations and legal proceedings. In some of the matters, very large and/or 
indeterminate amounts, including punitive and treble damages, are sought.       
Although in light of these considerations it is possible that an adverse        
outcome in certain cases could have a material effect upon the Company's        
financial position, based on information currently known by the Company's       
management, in its opinion, the outcomes of such pending investigations and     
legal proceedings are not likely to have such an effect. However, given the     
large and/or indeterminate amounts sought in certain of these matters and the   
inherent unpredictability of litigation, it is possible that an adverse outcome 
in certain matters could, from time to time, have a material effect on the      
Company's consolidated net income or cash flows in particular annual periods.   

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METLIFE INVESTORS USA INSURANCE COMPANY 
(A Wholly-Owned Subsidiary of MetLife Insurance Company of Connecticut) 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 

INSOLVENCY ASSESSMENTS                                                        

Most of the jurisdictions in which the Company is admitted to transact      
business require insurers doing business within the jurisdiction to participate 
in guaranty associations, which are organized to pay contractual benefits owed  
pursuant to insurance policies issued by impaired, insolvent or failed          
insurers. These associations levy assessments, up to prescribed limits, on all  
member insurers in a particular state on the basis of the proportionate share   
of the premiums written by member insurers in the lines of business in which    
the impaired, insolvent or failed insurer engaged. Some states permit member    
insurers to recover assessments paid through full or partial premium tax        
offsets. Assets and liabilities held for insolvency assessments were as follows:

                                                                [Download Table]

                                                                 DECEMBER 31,
                                                               ------------- 
                                                                 2011    2010
                                                               ------  ------
                                                               (IN MILLIONS) 
                                                                             
Other Assets:                                                                
 Premium tax offset for future undiscounted assessments.......  $  4    $ 2  
 Premium tax offsets currently available for paid assessments.     1     --  
                                                                ----    ---  
                                                                $  5    $ 2  
                                                                ====    ===  
Other Liabilities:                                                           
 Insolvency assessments.......................................  $ 11    $ 3  
                                                                ====    ===  

On September 1, 2011, the New York State Department of Financial Services   
filed a liquidation plan for Executive Life Insurance Company of New York       
("ELNY"), which had been under rehabilitation by the Liquidation Bureau since   
1991. The plan will involve the satisfaction of insurers' financial obligations 
under a number of state life and health insurance guaranty associations and     
also contemplates that additional industry support for certain ELNY             
policyholders will be provided. The Company recorded a net charge of            
$4 million, after tax, related to ELNY.                                         

COMMITMENTS                                                                     

COMMITMENTS TO FUND PARTNERSHIP INVESTMENTS                                   

The Company makes commitments to fund partnership investments in the normal 
course of business. The amounts of these unfunded commitments were $489 million 
and $435 million at December 31, 2011 and 2010, respectively. The Company       
anticipates that these amounts will be invested in partnerships over the next   
five years.                                                                     

MORTGAGE LOAN COMMITMENTS                                                     

The Company commits to lend funds under mortgage loan commitments. The      
amounts of these mortgage loan commitments were $3 million and $80 million at   
December 31, 2011 and 2010, respectively.                                       

COMMITMENTS TO FUND PRIVATE CORPORATE BOND INVESTMENTS                        

The Company commits to lend funds under private corporate bond investments. 
The amounts of these unfunded commitments were $64 million and $66 million at   
December 31, 2011 and 2010, respectively.                                       

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METLIFE INVESTORS USA INSURANCE COMPANY 
(A Wholly-Owned Subsidiary of MetLife Insurance Company of Connecticut) 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 

GUARANTEES                                                                      

In the normal course of its business, the Company has provided certain      
indemnities, guarantees and commitments to third parties pursuant to which it   
may be required to make payments now or in the future. In the context of        
acquisition, disposition, investment and other transactions, the Company has    
provided indemnities and guarantees, including those related to tax,            
environmental and other specific liabilities, and other indemnities and         
guarantees that are triggered by, among other things, breaches of               
representations, warranties or covenants provided by the Company. In addition,  
in the normal course of business, the Company provides indemnifications to      
counterparties in contracts with triggers similar to the foregoing, as well as  
for certain other liabilities, such as third-party lawsuits. These obligations  
are often subject to time limitations that vary in duration, including          
contractual limitations and those that arise by operation of law, such as       
applicable statutes of limitation. In some cases, the maximum potential         
obligation under the indemnities and guarantees is subject to a contractual     
limitation, while in other cases such limitations are not specified or          
applicable. Since certain of these obligations are not subject to limitations,  
the Company does not believe that it is possible to determine the maximum       
potential amount that could become due under these guarantees in the future.    
Management believes that it is unlikely the Company will have to make any       
material payments under these indemnities, guarantees, or commitments.          

In addition, the Company indemnifies its directors and officers as provided 
in its charters and by-laws. Also, the Company indemnifies its agents for       
liabilities incurred as a result of their representation of the Company's       
interests. Since these indemnities are generally not subject to limitation with 
respect to duration or amount, the Company does not believe that it is possible 
to determine the maximum potential amount that could become due under these     
indemnities in the future.                                                      

The Company had no liability for indemnities, guarantees and commitments at 
both December 31, 2011 and 2010.                                                

11. EQUITY                                                                      

CAPITAL CONTRIBUTIONS                                                         

The Company received no cash contributions from MICC during the years ended 
December 31, 2011 and 2010. During the year ended December 31, 2009, the        
Company received cash contributions of $575 million from MICC.                  

STATUTORY EQUITY AND INCOME                                                   

MLI-USA's state of domicile imposes minimum risk-based capital ("RBC")      
requirements that were developed by the National Association of Insurance       
Commissioners ("NAIC"). The formulas for determining the amount of RBC specify  
various weighting factors that are applied to financial balances or various     
levels of activity based on the perceived degree of risk. Regulatory compliance 
is determined by a ratio of total adjusted capital, as defined by the NAIC, to  
authorized control level RBC, as defined by the NAIC. Companies below specific  
trigger points or ratios are classified within certain levels, each of which    
requires specified corrective action. MLI-USA exceeded the minimum RBC          
requirements for all periods presented herein.                                  

The NAIC has adopted the Codification of Statutory Accounting Principles    
("Statutory Codification"). Statutory Codification is intended to standardize   
regulatory accounting and reporting to state insurance                          

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METLIFE INVESTORS USA INSURANCE COMPANY 
(A Wholly-Owned Subsidiary of MetLife Insurance Company of Connecticut) 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 

departments. However, statutory accounting principles continue to be            
established by individual state laws and permitted practices. Modifications by  
state insurance departments may impact the effect of Statutory Codification on  
the statutory capital and surplus of MLI-USA.                                   

 Statutory accounting principles differ from GAAP primarily by charging policy
acquisition costs to expense as incurred, establishing future policy benefit    
liabilities using different actuarial assumptions, reporting surplus notes as   
surplus instead of debt, reporting of reinsurance agreements and valuing        
securities on a different basis.                                                

In addition, certain assets are not admitted under statutory accounting     
principles and are charged directly to surplus. The most significant assets not 
admitted by MLI-USA are net deferred income tax assets resulting from temporary 
differences between statutory accounting principles basis and tax basis not     
expected to reverse and become recoverable within three years.                  

Statutory net income (loss) (unaudited) of MLI-USA, a Delaware domiciled    
insurer, was $178 million, $2 million and ($24) million for the years ended     
December 31, 2011, 2010 and 2009, respectively. Statutory capital and surplus   
(unaudited), as filed with the Delaware Department of Insurance, was $1.7       
billion and $1.5 billion at December 31, 2011 and 2010, respectively.           

DIVIDEND RESTRICTIONS                                                         

Under Delaware State Insurance Law, MLI-USA is permitted, without prior     
insurance regulatory clearance, to pay a stockholder dividend to MICC as long   
as the amount of the dividend, when aggregated with all other dividends in the  
preceding 12 months does not exceed the greater of: (i) 10% of its surplus to   
policyholders as of the end of the immediately preceding calendar year; or      
(ii) its statutory net gain from operations for the immediately preceding       
calendar year (excluding realized capital gains). MLI-USA will be permitted to  
pay a dividend to MICC in excess of the greater of such two amounts only if it  
files notice of the declaration of such a dividend and the amount thereof with  
the Delaware Commissioner of Insurance ("Delaware Commissioner") and the        
Delaware Commissioner either approves the distribution of the dividend or does  
not disapprove the distribution within 30 days of its filing. In addition, any  
dividend that exceeds earned surplus (defined as unassigned funds) as of the    
last filed annual statutory statement requires insurance regulatory approval.   
Under Delaware State Insurance Law, the Delaware Commissioner has broad         
discretion in determining whether the financial condition of a stock life       
insurance company would support the payment of such dividends to its            
shareholders. During the years ended December 31, 2011, 2010 and 2009, MLI-USA  
did not pay dividends to MICC. Because MLI-USA's statutory unassigned funds was 
negative at December 31, 2011, MLI-USA cannot pay any dividends in 2012 without 
prior regulatory approval.                                                      

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METLIFE INVESTORS USA INSURANCE COMPANY 
(A Wholly-Owned Subsidiary of MetLife Insurance Company of Connecticut) 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 

OTHER COMPREHENSIVE INCOME (LOSS)                                             

The following table sets forth the balance and changes in accumulated other 
comprehensive income (loss) including reclassification adjustments required for 
the years ended December 31, 2011, 2010 and 2009 in other comprehensive income  
(loss) that are included as part of net income for the current year that have   
been reported as a part of other comprehensive income (loss) in the current or  
prior year:                                                                     

                                                        [Enlarge/Download Table]

                                                                                     YEARS ENDED DECEMBER 31,
                                                                                 --------------------------- 
                                                                                   2011      2010      2009  
                                                                                 ------    ------    ------  
                                                                                    (IN MILLIONS)            
                                                                                                             
Holding gains (losses) on investments arising during the year................... $ 933     $ 346     $ 433   
Income tax effect of holding gains (losses).....................................  (326)     (122)     (153)  
Reclassification adjustments for recognized holding (gains) losses included in                               
  current year income...........................................................    (9)      (47)       (5)  
Income tax effect of reclassification adjustments...............................     4        17         2   
Allocation of holding (gains) losses on investments relating to other                                        
  policyholder amounts..........................................................   (29)      (80)      (59)  
Income tax effect of allocation of holding (gains) losses to other policyholder                              
  amounts.......................................................................    10        28        21   
                                                                                 -----     -----     -----   
Net unrealized investment gains (losses), net of income tax.....................   583       142       239   
Foreign currency translation adjustments, net of income tax.....................    (1)       --        --   
                                                                                 -----     -----     -----   
 Other comprehensive income (loss).............................................. $ 582     $ 142     $ 239   
                                                                                 =====     =====     =====   

12. OTHER EXPENSES                                                              

Information on other expenses was as follows:                               

                                                        [Enlarge/Download Table]

                                                                                    YEARS ENDED DECEMBER 31,
                                                                                --------------------------- 
                                                                                   2011       2010     2009 
                                                                                 -------   -------   ------ 
                                                                                     (IN MILLIONS)          
                                                                                                            
Compensation................................................................... $   234    $   221   $  86  
Commissions....................................................................   1,253        774     626  
Volume-related costs...........................................................     121         92     270  
Affiliated interest costs on ceded reinsurance.................................     211        102      47  
Capitalization of DAC..........................................................  (1,367)      (880)   (727) 
Amortization of DAC............................................................     788        423     196  
Interest expense on debt and debt issuance costs...............................       3         --      --  
Premium taxes, licenses & fees.................................................      56         34      29  
Professional services..........................................................      16         13      --  
Rent...........................................................................      25         25      --  
Other..........................................................................     242        220      86  
                                                                                 -------   -------   -----  
  Total other expenses......................................................... $ 1,582    $ 1,024   $ 613  
                                                                                 =======   =======   =====  

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METLIFE INVESTORS USA INSURANCE COMPANY 
(A Wholly-Owned Subsidiary of MetLife Insurance Company of Connecticut) 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 

CAPITALIZATION AND AMORTIZATION OF DAC                                        

See Note 5 for a rollforward of DAC including impacts of capitalization and 
amortization.                                                                   

INTEREST EXPENSE ON DEBT AND DEBT ISSUANCE COSTS                              

 Interest expense on debt and debt issuance costs includes interest expense on
debt (see Note 8).                                                              

AFFILIATED EXPENSES                                                           

 Commissions, capitalization of DAC and amortization of DAC include the impact
of affiliated reinsurance transactions.                                         

See Notes 7 and 13 for discussion of affiliated expenses included in the    
table above.                                                                    

13. RELATED PARTY TRANSACTIONS                                                  

SERVICE AGREEMENTS                                                            

The Company has entered into various agreements with affiliates for services
necessary to conduct its activities. Typical services provided under these      
agreements include management, policy administrative functions, personnel,      
investment advice and distribution services. For certain agreements, charges    
are based on various performance measures or activity-based costing. The bases  
for such charges are modified and adjusted by management when necessary or      
appropriate to reflect fairly and equitably the actual incidence of cost        
incurred by the Company and/or affiliate. The aforementioned expenses and fees  
incurred with affiliates were comprised of the following:                       

                                                        [Enlarge/Download Table]

                                                              YEARS ENDED DECEMBER 31,
                                                          ----------------------------
                                                            2011      2010      2009  
                                                           -------   -------  ------  
                                                              (IN MILLIONS)           
                                                                                      
Compensation............................................. $   233   $   220   $  86   
Commissions..............................................     951       507     400   
Volume-related costs.....................................     177       134     249   
Professional services....................................      16        13      --   
Rent.....................................................      24        25      --   
Other....................................................     245       224      80   
                                                           -------   -------  -----   
  Total other expenses................................... $ 1,646   $ 1,123   $ 815   
                                                           =======   =======  =====   

Revenues received from affiliates related to these agreements were recorded 
as follows:                                                                     

                                                                [Download Table]

                                                            YEARS ENDED DECEMBER 31,
                                                        ----------------------------
                                                          2011      2010      2009  
                                                        ------    ------    ------  
                                                           (IN MILLIONS)            
                                                                                    
Universal life and investment-type product policy fees. $ 115      $ 83      $ 59   
Other revenues......................................... $  97      $ 63      $ 39   

The Company had net receivables from affiliates of $149 million and $104    
million at December 31, 2011 and 2010, respectively, related to the items       
discussed above. These amounts exclude affiliated reinsurance balances          
discussed in Note 7. See Notes 2 and 7 for additional related party             
transactions.                                                                   

14. SUBSEQUENT EVENT                                                            

 The Company evaluated the recognition and disclosure of subsequent events for
its December 31, 2011 consolidated financial statements.                        

100 

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PART C  

OTHER INFORMATION 

ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS                                      

                                                        [Enlarge/Download Table]
                                                                                                    
a.   Financial Statements                                                                           
     --------------------                                                                           

The following financial statements comprising each of the Sub-Accounts of the Separate Account are  
included in Part B hereof:                                                                          

1.   Report of Independent Registered Public Accounting Firm.                                       

2.   Statements of Assets and Liabilities as of December 31, 2011.                                  

3.   Statements of Operations for the year ended December 31, 2011.                                 

4.   Statements of Changes in Net Assets for the years ended December 31, 2011 and 2010.            

5.   Notes to the Financial Statements.                                                             

The following consolidated financial statements of the Company are included in Part B hereof:       

1.   Independent Auditors' Report.                                                                  

2.   Consolidated Balance Sheets as of December 31, 2011 and 2010.                                  

3.   Consolidated Statements of Operations for the years ended December 31, 2011, 2010 and 2009.    

4.   Consolidated Statements of Stockholder's Equity for the years ended December 31, 2011, 2010 and
     2009.                                                                                          

5.   Consolidated Statements of Cash Flows for the years ended December 31, 2011, 2010 and 2009.    

6.   Notes to the Consolidated Financial Statements.                                                


                                                        [Enlarge/Download Table]
                                                                                                                  
b.         Exhibits                                                                                               
           --------                                                                                               

1.         Certification of Restated Resolution of Board of Directors of the Company authorizing the establishment
           of the Separate Account (adopted May 18, 2004) (3)                                                     

2.         Not Applicable.                                                                                        

3. (i)     Principal Underwriter's and Selling Agreement (effective January 1, 2001) (3)                          

   (ii)    Amendment to Principal Underwriter's and Selling Agreement (effective January 1, 2002) (3)             

   (iii)   Agreement and Plan of Merger (12-01-04) (MLIDC into GAD) (6)                                           

   (iv)    Form of Enterprise Selling Agreement 02-10 (MetLife Investors Distribution Company Sales Agreement)    
           (11)                                                                                                   

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)                                                                         

   (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)                                        


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   (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, and EDB Max III) (8)                                                                           

   (xx)     Form of Contract Schedule for Guaranteed Minimum Death Benefit (GMDB) Rider MLIU-EDB (4/08)        
            (EDB II, EDB III, EDB Max II, and EDB Max III) (15)                                                

   (xxi)    Guaranteed Minimum Income Benefit Rider -  Living Benefit MLIU-560-4 (4/08) (GMIB Plus III,        
            GMIB Plus IV, GMIB Max II, and GMIB Max III) (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, and GMIB Max III) (15)                           

   (xxiii)  Form of Spousal Continuation Endorsement MLIU-GMIB (2/10)-E (10)                                   

   (xxiv)   Form of Qualified Distribution Program Endorsement MLIU-RMD (7/10)-E (GMIB Plus III, GMIB Plus     
            IV, GMIB Max II, GMIB Max III, EDB II, EDB III, EDB Max II, and EDB Max III) (11)                  

   (xxv)    Form of Tax-Sheltered Annuity Endorsement MLIU-398-3 (12/08) (12)                                  

   (xxvi)   Form of Contract Schedule for the Variable Annuity Contract 8028-6-(9/10) (GMIB Max II/GMIB Max    
            III/EDB Max II/EDB Max III) (12)                                                                   

   (xxvii)  Form of 401(a)/403(a) Plan Endorsement MLIU-401-3 (5/11) (filed herewith)                          

5.          Form of Variable Annuity Application 8029 (6/11) APPUSAVA Sep 2011 [VA, C, L] (13)                 

6. (i)      Copy of Restated Articles of Incorporation of the Company (3)                                      

   (ii)     Copy of the Bylaws of the Company (3)                                                              

   (iii)    Certificate of Amendment of Certificate of Incorporation filed 10/01/79 and signed 9/27/79 (3)     

   (iv)     Certificate of Change of Location of Registered Office and/or Registered Agent filed 2/26/80 and   
            effective 2/8/80 (3)                                                                               

   (v)      Certificate of Amendment of Certification of Incorporation signed 4/26/83 and certified 2/12/85 (3)

   (vi)     Certificate of Amendment of Certificate of Incorporation filed 10/22/84 and signed 10/19/84 (3)    

   (vii)    Certificate of Amendment of Certificate of Incorporation certified 8/31/94 and adopted 6/13/94 (3) 

   (viii)   Certificate of Amendment of Certificate of Incorporation of Security First Life Insurance Company  
            (name change to MetLife Investors USA Insurance Company) filed 1/8/01 and signed 12/18/00 (3)      

7  (i)(a)   Automatic Reinsurance Agreement between MetLife Investors USA Insurance Company and MetLife        
            Insurance Company of Connecticut (effective January 1, 2011) (14)                                  

   (i)(b)   Amendment No. 1 to Automatic Reinsurance Agreement effective as of January 1, 2011 (Agreement)     
            between MetLife Investors USA Insurance Company (Cedent) and MetLife Insurance Company of          
            Connecticut (Reinsurer) amended as of April 29, 2011 (14)                                          

   (i)(c)   Amendment No. 2 to Automatic Reinsurance Agreement effective as of January 1, 2011 (Agreement)     
            between MetLife Investors USA Insurance Company (Cedent) and MetLife Insurance Company of          
            Connecticut (Reinsurer) amended as of December 1, 2011 (filed herewith)                            

   (ii)     Automatic Reinsurance Agreement between MetLife Investors USA Insurance Company and Exeter         
            Reassurance Company, Ltd. (effective January 1, 2012) (filed herewith)                             

8. (i)(a)   Participation Agreement Among Met Investors Series Trust, Met Investors Advisory Corp., MetLife    
            Investors Distribution Company and MetLife Investors USA Insurance Company (effective 2-12-01) (3) 

   (i)(b)   First Amendment to Participation Agreement (effective 02-12-01) Among Met Investors Series Trust,  
            Met Investors Advisory Corp., MetLife Investors Distribution Company and MetLife Investors USA     
            Insurance Company (effective 02-01-08); and Second Amendment to the Participation Agreement        
            (effective 02-12-01) Among Met Investors Series Trust, MetLife Advisers, LLC, MetLife Investors    
            Distribution Company, and MetLife Investors USA Insurance Company (effective 05-01-09) (9)         

   (i)(c)   Amendment to Participation Agreement in effect Among Met Investors Series Trust, Met Investors     
            Advisory Corp., MetLife Investors Distribution Company and MetLife Investors USA Insurance         
            Company et al. (effective 4-30-10) (16)                                                            


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         (ii)(a)  Participation Agreement Among Metropolitan Series Fund, Inc., MetLife Advisors, LLC, MetLife         
                  Investors Distribution Company and MetLife Investors USA Insurance Company (effective 08-31-07) (7)  

         (ii)(b)  Amendment to Participation Agreement in effect Among Metropolitan Series Fund, Inc., MetLife         
                  Advisors, LLC, MetLife Investors Distribution Company and MetLife Investors USA Insurance            
                  Company et al. (effective 04-30-10)(16)                                                              

9.                Opinion of Counsel (14)                                                                              

10.               Consent of Independent Registered Public Accounting Firm (Deloitte & Touche LLP) (filed herewith)    

11.               Not Applicable.                                                                                      

12.               Not Applicable.                                                                                      

13.               Powers of Attorney for Michael K. Farrell, Bennett D. Kleinberg, Susan A. Buffum, Elizabeth M.       
                  Forget, George Foulke, Jay S. Kaduson, Paul A. Sylvester, James J. Reilly, and Jeffrey A. Tupper (15)

     (1)          incorporated herein by reference to Registrant's 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   
                  Nos. 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 Registrant's Post-Effective Amendment No. 26 to Form N-4 (File   
                  Nos. 333-54464 and 811-03365) filed electronically on October 31, 2007.                              

     (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. 33 to Form N-4 (File   
                  Nos. 333-54466 and 811-03365) filed electronically on April 22, 2009.                                

    (10)          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.                                

    (11)          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.                                

    (12)          incorporated herein by reference to Registrant's Post-Effective Amendment No. 2 to Form N-4 (File    
                  Nos. 333-156648 and 811-03365) filed electronically on March 22, 2011.                               

    (13)          incorporated herein by reference to Registrant's Form N-4 (File Nos. 333-176374 and 811-03365) filed 
                  electronically on August 17, 2011.                                                                   

    (14)          incorporated herein by reference to Registrant's Pre-Effective Amendment No. 1 to Form N-4 (File Nos.
                  333-176374 and 811-03365) filed electronically on September 2, 2011.                                 

    (15)          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.                                

    (16)          incorporated herein by reference to Registrant's N-4 (File Nos. 333-179239 and 811-03365) filed      
                  electronically on January 30, 2012.                                                                  


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                     

                                                                                              
  Michael K. Farrell                 Chairman of the Board, President, Chief Executive Officer
  10 Park Avenue                                                                              
  Morristown, NJ 07962                                                                        


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Name and Principal Business Address  Positions and Offices with Depositor                   

                                                                                            
  Susan A. Buffum                    Director                                               
  10 Park Avenue                                                                            
  Morristown, NJ 07962                                                                      

  James J. Reilly                    Vice President-Finance (principal financial officer and
  501 Boylston Street                principal accounting officer)                          
  Boston, MA 02116                                                                          

  Jay S. Kaduson                     Director and Vice President                            
  10 Park Avenue                                                                            
  Morristown, NY 07962                                                                      

  Bennett D. Kleinberg               Director and Vice President                            
  1300 Hall Boulevard                                                                       
  Bloomfield, CT 06002-2910                                                                 

  Elizabeth M. Forget                Director and Executive Vice President                  
  1095 Avenue of the Americas                                                               
  New York, NY 10036                                                                        

  George Foulke                      Director                                               
  300 Davidson Avenue                                                                       
  Somerset, NJ 08873                                                                        

  Paul A. Sylvester                  Director                                               
  10 Park Avenue                                                                            
  Morristown, NJ 07962                                                                      

  Jeffrey A. Tupper                  Director and Assistant Vice President                  
  5 Park Plaza                                                                              
  Suite 1900                                                                                
  Irvine, CA 92614                                                                          

  Isaac Torres                       Secretary                                              
  1095 Avenue of the Americas                                                               
  New York, NY 10036                                                                        

  Debora L. Buffington               Vice President, Director of Compliance                 
  5 Park Plaza                                                                              
  Suite 1900                                                                                
  Irvine, CA 92614                                                                          

  Thomas G. Hogan, Jr.               Vice President                                         
  400 Atrium Drive                                                                          
  Somerset, NJ 08873                                                                        

  Enid M. Reichert                   Vice President, Appointed Actuary                      
  501 Route 22                                                                              
  Bridgewater, NJ 08807                                                                     

  Jonathan L. Rosenthal              Vice President, Chief Hedging Officer                  
  10 Park Avenue                                                                            
  Morristown, NJ 07962                                                                      

  Christopher A. Kremer              Vice President                                         
  501 Boylston Street                                                                       
  Boston, MA 02116                                                                          

  Marian J. Zeldin                   Vice President                                         
  501 Route 22                                                                              
  Bridgewater, NJ 08807                                                                     

  Karen A. Johnson                   Vice President                                         
  501 Boylston Street                                                                       
  Boston, MA 02116                                                                          

  Roberto Baron                      Vice President                                         
  1095 Avenue of the Americas                                                               
  New York, NY 10036                                                                        

  Gregory E. Illson                  Vice President                                         
  501 Boylston Street                                                                       
  Boston, MA 02116                                                                          


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Name and Principal Business Address        Positions and Offices with Depositor

                                                                               
         Lisa S. Kuklinski                 Vice President                      
         1095 Avenue of the Americas                                           
         New York, NY 10036                                                    

         Jeffrey P. Halperin               Vice President                      
         334 Madison Avenue                                                    
         P O Box 1949                                                          
         Morristown, MJ 07960                                                  

         Marlene B. Debel                  Treasurer                           
         1095 Avenue of the Americas                                           
         New York, NY 10036                                                    

         Mark S. Reilly                    Vice President                      
         1300 Hall Boulevard                                                   
         Bloomfield, CT 06002-2910                                             

         Gene L. Lunman                    Vice President                      
         1300 Hall Boulevard                                                   
         Bloomfield, CT 06002-2910                                             

         Robert L. Staffier                Vice President                      
         501 Boylston Street                                                   
         Boston, MA 02116                                                      

         Scott E. Andrews                  Vice President                      
         4700 Westown Pkwy., Suite 200                                         
         West Des Moines, IA 50266                                             

         Rashid Ismail                     Vice President                      
         5 Park Plaza, Suite 1900                                              
         Irvine, CA 92614                                                      

         Manish P. Bhatt                   Vice President                      
         501 Route 22                                                          
         Bridgewater, NJ 08807                                                 

         Michael F. Rogalski               Vice President                      
         501 Route 22                                                          
         Bridgewater, NJ 08807                                                 

         William D. Cammarata              Vice President                      
         18210 Crane Nest Drive                                                
         Tampa, FL 33647                                                       

         Henry W. Blaylock                 Vice President                      
         1095 Avenue of the Americas                                           
         New York, NY 10036                                                    

         Cynthia Mallett                   Vice President                      
         One Financial Center, 20th Floor                                      
         Boston, MA 02111                                                      

         Sabrina K. Model                  Vice President                      
         501 Route 22                                                          
         Bridgewater, MJ 08807                                                 

         John J. Iwanicki                  Vice President                      
         18210 Crane Nest Drive                                                
         Tampa, FL 33647                                                       

         Nan Tecotzky                      Vice President                      
         200 Park Avenue, 12th Floor                                           
         New York, NY 10166                                                    

         Andrew Kaniuk                     Vice President                      
         501 Route 22                                                          
         Bridgewater, NJ 08807                                                 

ITEM 26. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE DEPOSITOR OR    
REGISTRANT                                                        

The Registrant is a separate account of MetLife Investors USA Insurance 
Company under Delaware insurance law. MetLife Investors USA Insurance Company   
is a wholly-owned direct subsidiary of MetLife Insurance Company of Connecticut 
which in                                                                        

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turn is a direct 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 DECEMBER 31, 2011

The  following  is  a list  of  subsidiaries  of MetLife,   Inc.  updated  as of
December 31, 2011.   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 Bank, National Association (USA)                                  

1. Federal Flood Certification Corp. (TX)                           

2. MetLife Home Loans LLC (DE)                                      

C.    Exeter Reassurance Company, Ltd. (Cayman Islands)                         

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 .01% general
partnership is held by 1320 GP LLC

e)    1320 GP LLC (DE)                                  

E.    MetLife Chile Inversiones Limitada (Chile)- 91.15% is owned by MetLife,   
Inc., 8.84% is owned by Inversiones MetLife Holdco Dos Limitada and 
0.01% is owned by Natiloportem Holdings, Inc.                       

 1.    MetLife Chile Seguros de Vida S.A. (Chile)- 68.6071% is held by
           MetLife Chile Inversiones Limitada, 31.3898% is held by Inversiones
            Interamericana S.A. and .0031% by International Technical & Advisory
Services.                                               

      a)    MetLife Chile Administradora de Mutuos Hipotecarios S.A.
             (Chile)- 99.99% is owned by MetLife Chile Seguros de Vida
        S.A. and 0.01% is owned by MetLife Chile Inversiones
Limitada.                                   

F.    Metropolitan Life Seguros de Vida S.A. (Uruguay) - 99.9994% is owned by   
MetLife, Inc. and 0.0006% is owned by Oscar Schmidt.                

G.    MetLife Securities, Inc. (DE)                                             

H.    Enterprise General Insurance Agency, Inc. (DE)                            

 1

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I.    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.    Met P&C Managing General Agency, Inc. (TX)                    

5.    MetLife Auto & Home Insurance Agency, Inc. (RI)               

 6.    Metropolitan Group Property and Casualty Insurance Company (RI)

     a)    Metropolitan Reinsurance Company (U.K.) Limited (United
Kingdom)                                    

7.    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.                            

8.    Economy Fire & Casualty Company (IL)                          

a)    Economy Preferred Insurance Company (IL)          

b)    Economy Premier Assurance Company (IL)            

J.    MetLife Investors Insurance Company (MO)                                  

K.    First MetLife Investors Insurance Company (NY)                            

L.    Walnut Street Securities, Inc. (MO)                                       

M.    Newbury Insurance Company, Limited (Bermuda)                              

N.    MetLife Investors Group, Inc. (DE)                                        

1.    MetLife Investors Distribution Company (MO)                   

2.    MetLife Advisers, LLC (MA)                                    

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O.    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)    Servicios Administrativos Gen, S.A. de C.V. (Mexico)

             i)   MLA Comercial, S.A. de C.V. (Mexico) 99% is owned by
                   Servicios Administrativos Gen, 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
                   Servicios Administrativos Gen, S.A. de C.V. and 1% is
         owned by MetLife Mexico Cares, S.A. de C.V.

3.    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 de Vida S.A. (Argentina)- 96.7372% is         
          owned by MetLife International Holdings, Inc. and 3.2628% is owned
by Natiloportem Holdings, Inc.                          

6.    Metropolitan Life Seguros e Previdencia Privada S.A. (Brazil)-
     66.6617540% is owned by MetLife International Holdings, Inc.,
    33.3382457% is owned by MetLife Worldwide Holdings, Inc. and
0.0000003% is owned by Natiloportem Holdings, Inc.      

7.    MetLife Global, Inc. (DE)                                     

     8.    MetLife Administradora de Fundos Multipatrocinados Ltda. (Brazil) -
        99.999998% of MetLife Administradora de Fundos Multipatrocinados
           Ltda. is owned by MetLife International Holdings, Inc. and .000002%
by Natiloportem Holdings, Inc.                          

9.    MetLife Insurance Limited (United Kingdom)                    

10.   MetLife Limited (United Kingdom)                              

      11.   MetLife Insurance S.A./NV (Belgium) - 99.99999% of MetLife Insurance
    S.A./NV is owned by MetLife International Holdings, Inc. and
0.00001% by Natiloportem Holdings, Inc.                 

12.   MetLife Services Limited (United Kingdom)                     

13.   MetLife Europe R Limited (Ireland)                            

   14.   MetLife Seguros de Retiro S.A. (Argentina) - 96.8488% is owned by
    MetLife International Holdings, Inc. and 3.1512% is owned by
Natiloportem Holdings, Inc.                             

15.   Best Market S.A. (Argentina) - 5% of the shares are held by   
Natiloportem Holdings, Inc. and 95% is owned by MetLife 
International Holdings Inc.                             

 16.   Compania Previsional MetLife S.A. (Brazil) - 95.46% is owned by
  MetLife International Holdings, Inc. and 4.54% is owned by
Natiloportem Holdings, Inc.                             

     a)    Met AFJP S.A. (Argentina) - 75.41% of the shares of Met
            AFJP S.A. are held by Compania Previsional MetLife S.A.,
             19.59% is owned by MetLife Seguros de Vida S.A., 3.97% is
            held by Natiloportem Holdings, Inc. and 1.03% is held by
MetLife Seguros de Retiro S.A.              

17.   MetLife Worldwide Holdings, Inc. (DE)                         

a)    MetLife Direct Co., LTD. (Japan)                  

b)    MetLife Limited (Hong Kong)                       

18.   MetLife NC Limited (Ireland)                                  

19.   MetLife Europe Services Limited (Ireland)                     

20.   MetLife International Limited, LLC (DE)                       

   21.   MetLife Planos Odontologicos Ltda. (Brazil) - 99.999% is owned by
  MetLife International Holdings, Inc. and .001% is owned by
Natiloportem Holdings, Inc.                             

22.   MetLife Ireland Holdings One Limited (Ireland)                

         a)    MetLife Global Holdings Corporation S.A. de C.V. (Mexico) -
              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)

                          1)    MetLife Services (Singapore) PTE Limited
   (Singapore)

                    2)    The Direct Call Centre PTY Limited
   (Australia)

                             3)    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) - 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)- 98.70541% is owned
                      by Metropolitan Global Management, LLC and
                      1.29459% 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.    

  23.   Inversiones Metlife Holdco Dos Limitada (Chile)- 99% is owned by
            Metlife International Holdings, Inc. and 1% is owned by Natiloportem
Holdings, Inc.                                          

24.   MetLife Asia Pacific Limited (Hong Kong)                      

P.    Metropolitan Life Insurance Company (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)                        

                     a)    One Madison Investments (Cayco) Limited (Cayman
                             Islands)- 99.99999% voting control of One Madison
                          Investments (Cayco) Limited is held by Convent
                              Station Euro Investments Four Company and 0.00001%
                       by St. James Fleet Investments Two Limited.

 3.    CRB Co., Inc. (MA)- AEW Real Estate Advisors, Inc. holds 49,000
      preferred non-voting shares and AEW Advisors, Inc. holds 1,000
preferred non-voting shares of CRB, Co., Inc.           

4.    MLIC Asset Holdings II LLC (DE)                               

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5.    Thorngate, 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 (Barbados), Inc. (Barbados)              

11.   Metropolitan Tower Realty Company, Inc. (DE)                  

a)    Midtown Heights, LLC (DE)                         

12.   MetLife Real Estate Cayman Company (Cayman Islands)           

13.   MetCanada Investments Ltd. (Canada)                           

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.                     

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) - 1% is owned by Headland -
Pacific Palisades, LLC and 99% is owned by Metropolitan 
Life Insurance Company.                                 

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 Canada/MetVie Canada (Canada)                         

33.   MetLife Retirement Services LLC (NJ)                          

a)   MetLife Investment Funds Services LLC (NJ)         

i)   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.   CML Columbia Park Fund I, LLC (DE)- 10% of membership interest is
           held by MetLife Insurance Company of Connecticut and 90% membership
interest is held by Metropolitan Life Insurance Company.

   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                                 

Q.    MetLife Capital Trust IV (DE)                                             

R.    MetLife Insurance Company of Connecticut (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 I, LLC (DE) - 67%
       is owned by MetLife Insurance Company of Connecticut and 33% is
owned by third party.                                   

      3.    Pilgrim Alternative Investments Opportunity Fund III Associates, LLC
           (CT) - 67% is owned by MetLife Insurance Company of Connecticut and
33% is owned by third party.                            

4.    Metropolitan Connecticut Properties Ventures, LLC (DE)        

a)    ML/VCC UT West Jordan, LLC (DE)                   

5.    MetLife Canadian Property Ventures LLC (NY)                   

6.    Euro TI Investments LLC (DE)                                  

7.    Greenwich Street Investments, L.L.C. (DE)                     

  a)    Greenwich Street Capital Offshore Fund, Ltd. (Virgin
Islands)                                    

b)    Greenwich Street Investments, L.P. (DE)           

8.    One Financial Place Corporation (DE) - 100% is owned in the   
aggregate by MetLife Insurance Company of Connecticut.  

9.    Plaza LLC (CT)                                                

a)    Tower Square Securities, Inc. (CT)                

10.   TIC European Real Estate LP, LLC (DE)                         

11.   MetLife European Holdings, LLC (DE)                           

a) MetLife Europe Limited (Ireland)                     

  i) MetLife Pension Trustees Limited (United Kingdom)

b) MetLife Assurance Limited (United Kingdom)           

12.   Travelers International Investments Ltd. (Cayman Islands)     

13.   Euro TL Investments LLC (DE)                                  

14.   Corrigan TLP LLC (DE)                                         

15.   TLA Holdings LLC (DE)                                         

a)    The Prospect Company (DE)                         

i)    Panther Valley, Inc. (NJ)             

     16.   TRAL & Co. (CT) - TRAL & Co. is a general partnership. Its partners
          are MetLife Insurance Company of Connecticut and Metropolitan Life
Insurance Company.                                      

17.   MetLife Investors USA Insurance Company (DE)                  

a)    MetLife Renewables Holding, LLC (DE)              

i)    Greater Sandhill I, LLC (DE)          

18.   TLA Holdings II LLC (DE)                                      

19.   TLA Holdings III LLC (DE)                                     

  20.   MetLife Greenstone Southeast Ventures, LLC (DE) - 95% of MetLife
        Greenstone Southeast Ventures, LLC is owned by MetLife Insurance
          Company of Connecticut and 5% is owned by Metropolitan Connecticut
Properties Ventures, LLC.                               

a)    MLGP Lakeside, LLC (DE)                           

S.    MetLife Reinsurance Company of South Carolina (SC)                        

T.    MetLife Investment Advisors Company, LLC (DE)                             

U.    MetLife Standby I, LLC (DE)                                               

1.   MetLife Exchange Trust I (DE)                                  

V.    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.

W.    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)                              

X.    MetLife Capital Trust X (DE)                                              

Y.    Cova Life Management Company (DE)                                         

Z.    MetLife Reinsurance Company of Charleston (SC)                            

AA.   MetLife Reinsurance Company of Vermont (VT)                               

AB.   Delaware American Life Insurance Company (DE)                             

1.    GBN, LLC (DE)                                                 

AC.   American Life Insurance Company (ALICO) (US)                              

1.    ALICO Nagasaki Operation Yugen Kaisha (Japan)                 

2.    Communication One Kabushiki Kaisha (Japan)                    

3.    Financial Learning Kabushiki Kaisha (Japan)                   

4.    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.         

5.    A.I.G. Limited (Nigeria)                                      

6.    ALICO Limited (Nigeria)                                       

7.    American Life Limited (Nigeria)                               

     8.    American Life Insurance Company (Pakistan) Ltd. (Pakistan) - 66.47%
            of American Life Insurance Company (Pakistan) Ltd. is owned by ALICO
and the remaining interests are owned by third parties. 

9.    American Life Hayat Sigorta A.S. (Turkey)                     

      a)    Deniz Emeklilik ve Hayat A.S. (Turkey) - 99.86% of Deniz
           Emeklilik ve Hayat A.S. is owned by American Life Hayat
         Sigorta A.S., .0000000004% by ALICO and the remaining
interests are owned by third parties        

  10.   ALICO (Bulgaria) Zhivotozastrahovatelno Druzestvo EAD (Bulgaria)

11.   Amcico pojist'ovna a.s. (Czech Republic)                      

12.   MetLife S.A. (France)                                         

          a)    Hestis S.A.S. (France) - 66.06% of Hestis S.A.S. is owned by
                 ALICO and the remaining interests are owned by third parties.

b)    MetLife Solutions S.A.S. (France)                 

     13.   ALICO Mutual Fund Management Company (Greece) - 90% of ALICO Mutual
   Fund Management Company is owned by ALICO and the remaining
interests are owned by third parties.                   

14.   AHICO First American Hungarian Insurance Company (Elso        
Amerikai-Magyar Biztosito) Zrt (Hungary)                

         a)    First Hungarian-American Insurance Agency Limited (Hungary)

15.   ALICO Life International Limited (Ireland)                    

16.   ALICO Italia S.p.A. (Italy)                                   

          a)    Agenvita S.r.L. (Italy) - 95% of Agenvita S.r.L. is owned by
            ALICO Italia S.p.A., the remaining 5% is owned by ALICO.

 17.   AMPLICO Life-First American Polish Life Insurance & Reinsurance
      Company, S.A. (Poland) - 95.74% of AMPLICO Life-First American
     Polish Life Insurance & Reinsurance Company, S.A. is owned by
ALICO and 4.26% by MetLife Worldwide Holdings, Inc.     

a)    Amplico Services Sp z.o.o. (Poland)               

          b)    AMPLICO Towartzystwo Funduszky Inwestycyjnych, S.A. (Poland)

            c)    AMPLICO Powszechne Towartzystwo Emerytalne S.A. (Poland) - 50%
                 of AMPLICO Powszechne Towarzystwo Emerytalne S.A. is owned by
       AMPLICO Life-First American Polish Life Insurance &
               Reinsurance Company, S.A. and the remaining 50% is owned by
ALICO.                                      

   18.   ALICO Asigurari Romania S.A. (Romania) - 99.99999726375% of ALICO
          Asigurari Romania S.A. is owned by American Life Insurance Company
  and the remaining .000001273625% is owned by International
Technical and Advisory Services Limited.                

   a)    ALICO Societate de Administrare a unui Fond de Pensii
         Administrat Privat S.A. (Romania) - 99.9748% of ALICO
               Societate de Administrare a unui Fond de Pensii Administrat
            Privat S.A. is owned by ALICO Asigurari Romania S.A. and
 .0252% is owned by AMPLICO Services Sp z.o.o.

b)    ALICO Training and Consulting S.R.L. (Romania)    

19.   International Investment Holding Company Limited (Russia)     

20.   ALICO European Holdings Limited (Ireland)                     

a)    ZAO Master D (Russia)                             

                 i)    ZAO ALICO Insurance Company (Russia) - 51% of ZAO ALICO
                     Insurance Company is owned by ZAO Master D and 49% is
owned by ALICO.                 

21.   MetLife Akcionarska Drustvoza za Zivotno Osiguranje (Serbia)  
          - 99.96% of MetLife Akcionarska Drustvoza za Zivotno Osiguranje is
          owned by American Life Insurance Company and the remaining .04% is
       owned by International Technical and Advisory Services Limited.

22.   AMSLICO poist'ovna ALICO a.s. (Slovakia)                      

a)    ALICO Services Central Europe s.r.o. (Slovakia)   

     b)    ALICO Funds Central Europe sprav.spol., a.s. (Slovakia)

23.   ALICO Gestora de Fondos y Planos de Pensiones S.A. (Spain)    

24.   ALICO Management Services Limited (United Kingdom)            

25.   ZEUS Administration Services Limited (United Kingdom)         

   26.   ALICO Trustees (UK) Ltd. (United Kingdom) - 50% of ALICO Trustees
            (UK) Ltd. is owned by ALICO and the remaining interests are owned by
International Technical and Advisory Services Limited.  

  27.   PJSC ALICO Ukraine (Ukraine) - 99.9990% of PJSC ALICO Ukraine is
    owned by American Life Insurance Company, .0005% is owned by
     International Technical and Advisory Services Limited and the
   remaining .0005% is owned by Borderland Investment Limited.

28.   Borderland Investments Limited (USA-Delaware)                 

           a)    ALICO Hellas Single Member Limited Liability Company (Greece)

      29.   International Technical and Advisory Services Limited (USA-Delaware)

30.   International Services Incorporated (USA-Delaware)            

31.   ALICO Operations Inc. (USA-Delaware)                          

a)    ALICO Asset Management Corp. (Japan)              

      32.   ALICO Compania de Seguros de Retiro, S.A. (Argentina) - 90% of ALICO
        Compania de Seguros de Retiro, S.A. is owned by ALICO and 10% by
International Technical & Advisory Services.            

     33.   ALICO Compania de Seguros, S.A. (Argentina) - 90% of ALICO Compania
   de Seguros, S.A. is owned by ALICO and 10% by International
Technical & Advisory Services.                          

  34.   MetLife Colombia Seguros de Vida S.A. (Colombia) - 94.989811% of
           MetLife Colombia Seguros de Vida S.A. is owned by ALICO, 5.0100030%
         is owned by International Technical and Advisory Services Limited
and the remaining interests are owned by third parties. 

 35.   Inversiones Interamericana S.A. (Chile) 99.9850% of Inversiones
         Interamericana S.A. is owned by ALICO and .0150% by International
Technical & Advisory Services.                          

          a)    ALICO Costa Rica S.A. (Costa Rica) - 99% of ALICO Costa Rica
                 S.A. is owned by Inversiones Interamericana S.A. and 1% by La
   Interamericana Compania de Seguros de Vida S.A.

            b)    Legal Chile S.A. (Chile) - 51% of Legal Chile S.A. is owned by
                  Inversiones Interamericana S.A. and the remaining interests by
a third party.                              

                  i)    Legagroup S.A. (Chile) - 99% is owned by Legal Chile and
1% is owned by a third party.   

      36.   ALICO Mexico Compania de Seguros, S.A. de C.V. (Mexico) - 99.999998%
         of ALICO Mexico Compania de Seguros de Vida, SA de CV is owned by
American Life Insurance Company and .000002% is owned by
International Technical and Advisory Services Limited.  

37.   ALICO Services, Inc. (Panama)                                 

      38.   American Life and General Insurance Company (Trinidad & Tobago) Ltd.
      (Trinidad and Tobago) - 80.92373% of American Life and General
            Insurance Company (Trinidad & Tobago) Ltd. is owned by ALICO and the
remaining interests are owned by a third party.         

        a)    ALGICO Properties, Ltd. (Trinidad & Tobago) - 99.99994% of
                 ALGICO Properties, Ltd. is owned by American Life and General
              Insurance Company (Trinidad & Tobago), .00003% is owned by
                American Life Insurance Company and the remaining .00003% is
owned by third parties.                     

b)    Eleven Dee, LTD. (Trinidad & Tobago)              

39.   MetLife Seguros de Vida, S.A. (Uruguay)                       

  40.   ALICO Properties, Inc. (USA-Delaware) - 51% of ALICO Properties,
       Inc. is owned by ALICO and the remaining interests are owned by
third parties.                                          

41.   Global Properties, Inc. (USA-Delaware)                        

42.   Alpha Properties, Inc. (USA-Delaware)                         

43.   Beta Properties, Inc. (USA-Delaware)                          

44.   Delta Properties Japan, Inc. (USA-Delaware)                   

45.   Epsilon Properties Japan, Inc. (USA)                          

46.   Iris Properties, Inc. (USA-Delaware)                          

47.   Kappa Properties Japan, Inc. (USA-Delaware)                   

48.   MetLife Global Holding Company I GmbH (Swiss I) (Switzerland) 

a)    MetLife Global Holding Company II GmbH (Swiss II) 
(Switzerland)                               

      i)    MetLife EU Holding Company Limited (Ireland)

49.   MetLife ALICO Preparatory Company KK (Japan)                  

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.                                                             

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ITEM 27. NUMBER OF CONTRACT OWNERS                                              

As of January 31, 2012, there were 384,474 owners of qualified contracts and    
174,867 owners of non-qualified contracts offered by the Registrant (MetLife    
Investors USA Separate Account A).                                              

ITEM 28. INDEMNIFICATION                                                        

  The Depositor's parent, MetLife, Inc. has secured a Financial Institutions
Bond in the amount of $50,000,000, subject to a $5,000,000 deductible. MetLife, 
Inc. also maintains a Directors and Officers Liability and Corporate            
Reimbursement Insurance Policy with limits of $400 million under which the      
Depositor and MetLife Investors Distribution Company, the Registrant's          
underwriter (the "underwriter"), as well as certain other subsidiaries of       
MetLife are covered. A provision in Metlife, Inc.'s by-laws provides for the    
indemnification (under certain circumstances) of individuals serving as         
directors or officers of certain organizations, including the Depositor and the 
Underwriter.                                                                    

A director of the corporation shall not be personally liable to the     
corporation or its stockholders for monetary damages for breach of fiduciary    
duty as a director, except for liability (i) for any breach of the director's   
duty of loyalty to the corporation or its stockholders, (ii) for acts or        
omissions not in good faith or which would involve intentional misconduct or a  
knowing violation of law, (iii) under Section 174 of the Delaware General       
Corporation Law, or (iv) for any transaction from which the director derived    
any improper personal benefit. The foregoing sentence notwithstanding, if the   
Delaware General Corporation Law hereafter is amended to authorized further     
limitations of the liability of a director of a corporation, then a director of 
the corporation, in addition to the circumstances in which a director is not    
personally liable as set forth in the preceding sentence, shall be held free    
from liability to the fullest extent permitted by the Delaware General          
Corporation Law as so amended. Any repeal or modification of the foregoing      
provisions of this Article 7 by the stockholders of the corporation shall not   
adversely affect any right or protection of a director of the corporation       
existing at the time of such repeal or modification.                            

 Insofar as indemnification for liability arising under the Securities Act
of 1933 may be permitted to directors and officers or controlling persons of    
the Company pursuant to the foregoing, 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                                                      

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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                                    

(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 5 Park Plaza,
Suite 1900, Irvine, CA 92614.                                     

                                                        [Enlarge/Download Table]

NAME AND PRINCIPAL BUSINESS ADDRESS    POSITIONS AND OFFICES WITH UNDERWRITER                              
-------------------------------------  --------------------------------------------------------------------

                                                                                                           
Michael K. Farrell                     Director                                                            
10 Park Avenue                                                                                             
Morristown, NJ 07962                                                                                       

Craig W. Markham                       Director and Vice President                                         
13045 Tesson Ferry Road                                                                                    
St. Louis, MO 63128                                                                                        

William J. Toppeta                     Director                                                            
1095 Avenue of the Americas                                                                                
New York, NY 10036                                                                                         

Paul A. Sylvester                      President, National Sales Manager-Annuities & LTC                   
10 Park Avenue                                                                                             
Morristown, NJ 07962                                                                                       

Elizabeth M. Forget                    Executive Vice President                                            
1095 Avenue of the Americas                                                                                
New York, NY 10036                                                                                         

Paul A. LaPiana                        Executive Vice President, National Sales Manager-Life               
5 Park Plaza, Suite 1900                                                                                   
Irvine, CA 92614                                                                                           

Andrew G. Aiello                       Senior Vice President, Channel Head-National Accounts               
5 Park Plaza, Suite 1900                                                                                   
Irvine, CA 92614                                                                                           

Jeffrey A. Barker                      Senior Vice President, Channel Head-Independent Accounts            
18210 Crane Nest Drive                                                                                     
Tampa, FL 33647                                                                                            

Curtis Wohlers                         Senior Vice President, National Sales Manager, Independent Planners 
1300 Hall Boulevard                    and Insurance Advisors                                              
Bloomfield, CT 06002                                                                                       

Jay S. Kaduson                         Senior Vice President                                               
10 Park Avenue                                                                                             
Morristown, NJ 07962                                                                                       

Isaac Torres                           Secretary                                                           
1095 Avenue of the Americas                                                                                
New York, NY 10036                                                                                         

Marlene B. Debel                       Treasurer                                                           
1095 Avenue of the Americas                                                                                
New York, NY 10036                                                                                         

John G. Martinez                       Vice President, Chief Financial Officer                             
18210 Crane Nest Dr.                                                                                       
Tampa, FL 33647                                                                                            

Debora L. Buffington                   Vice President, Director of Compliance                              
5 Park Plaza, Suite 1900                                                                                   
Irvine, CA 92614                                                                                           

David DeCarlo                          Vice President                                                      
5 Park Plaza, Suite 1900                                                                                   
Irvine, CA 92614                                                                                           


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                                                                [Download Table]

NAME AND PRINCIPAL BUSINESS ADDRESS     POSITIONS AND OFFICES WITH UNDERWRITER 
-------------------------------------   ---------------------------------------

                                                                               
Rashid Ismail                           Vice President                         
5 Park Plaza, Suite 1900                                                       
Irvine, CA 92614                                                               

Paul M. Kos                             Vice President                         
5 Park Plaza, Suite 1900                                                       
Irvine, CA 92614                                                               

Cathy A. Sturdivant                     Vice President                         
5 Park Plaza, Suite 1900                                                       
Irvine, CA 92614                                                               

Paulina Vakouros                        Vice President                         
200 Park Avenue, 40th Floor                                                    
New York, NY 10166                                                             

(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     $1,101,222,893         $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                                                                           

(d) MetLife Investors Distribution Company, 5 Park Plaza, Suite 1900,   
Irvine, CA 92614                                                                

(e) MetLife Investors USA Insurance Company, 5 Park Plaza, Suite 1900,  
Irvine, CA 92614                                                                

(f) MetLife, 18210 Crane Nest Drive, Tampa, FL 33647                    

(g) MetLife, 501 Boylston Street, Boston, MA 02116                      

(h) MetLife, 200 Park Avenue, New York, NY 10166                        

(i) MetLife, 1125 17th Street, Denver, CO 80202                         

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.                                

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REPRESENTATIONS 

  MetLife Investors USA Insurance Company ("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 certifies that it meets the requirements of Securities  
Act Rule 485(b) for effectiveness of this registration statement and has caused 
this registration statement to be signed on its behalf, in the city of Boston,  
and The Commonwealth of Massachusetts, on this 11th day of April 2012.          

                                                                [Download Table]
                                              
METLIFE INVESTORS USA SEPARATE ACCOUNT A      
(Registrant)                                  

By:   METLIFE INVESTORS USA INSURANCE COMPANY 

By:   /s/ Gregory E. Illson                   
      ----------------------------------------
      Gregory E. Illson                       
      Vice President                          

METLIFE INVESTORS USA INSURANCE COMPANY       
(Depositor)                                   

By:   /s/ Gregory E. Illson                   
      ----------------------------------------
      Gregory E. Illson                       
      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 April 11,   
2012.                                                                           

                                                        [Enlarge/Download Table]
                                                                                          
/s/ Michael K. Farrell*            Chairman of the Board, President and Chief Executive   
--------------------------------   Officer                                                
Michael K. Farrell                                                                        

/s/ James. J. Reilly*              Vice President-Finance (principal financial officer and
--------------------------------   principal accounting officer)                          
James J. Reilly                                                                           

/s/ Susan A. Buffum*               Director                                               
--------------------------------                                                          
Susan A. Buffum                                                                           

/s/ George Foulke*                 Director                                               
--------------------------------                                                          
George Foulke                                                                             

/s/ Elizabeth M. Forget*           Director and Executive Vice President                  
--------------------------------                                                          
Elizabeth M. Forget                                                                       

/s/ Jay S. Kaduson*                Director and Vice President                            
--------------------------------                                                          
Jay S. Kaduson                                                                            

/s/ Bennett D. Kleinberg*          Director and Vice President                            
--------------------------------                                                          
Bennett D. Kleinberg                                                                      

/s/ Paul A. Sylvester*            Director                                                
--------------------------------                                                          
Paul A. Sylvester                                                                         

/s/ Jeffrey A. Tupper*             Director and Assistant Vice President                  
--------------------------------                                                          
Jeffrey A. Tupper                                                                         


                                                                [Download Table]
                                               
*By:   /s/ Michele H. Abate                    
       ----------------------------------------
       Michele H. Abate, Attorney-In-Fact      
       April 11, 2012                          

* MetLife Investors USA Insurance Company. Executed by Michele H. Abate,        
Esquire on behalf of those indicated pursuant to powers of attorney           
incorporated herein by reference to Registrant's Pre-Effective Amendment No. 2
to the Registration Statement on Form N-4 (File Nos. 333-176374/811-03365)    
filed as Exhibit 13 on September 19, 2011.                                    

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INDEX TO EXHIBITS 

4 (xxvii) Form of 401(a)/403(a) Plan Endorsement                                

7(i)(c) Amendment No. 2 to Automatic Reinsurance Agreement effective January 1, 
2011 between MetLife Investors USA Insurance Company and MetLife
Insurance Company of Connecticut                                

7(ii)   Automatic Reinsurance Agreement effective January 1, 2012 between       
MetLife Investors USA Insurance Company and Exeter Reassurance  
Company Ltd.                                                    

10      Consent of Independent Registered Public Accounting Firm (Deloitte &    
Touche LLP)