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Brighthouse Separate Account A, et al. – ‘N-4’ on 1/9/09

On: Friday, 1/9/09, at 3:05pm ET · Private-to-Public: Document/Exhibit `¶` – Release Delayed · Accession #: 1193125-9-4025 · File #s: 811-03365, 333-156648

Previous ‘N-4’: ‘N-4/A’ on 10/28/08 · Next: ‘N-4’ on 4/9/09 · Latest: ‘N-4/A’ on 6/7/16 · 26 References:

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 1/09/09  Brighthouse Separate Account A    N-4¶                   7:497K                                   Donnelley … Solutions/FA
          → Brighthouse Separate Account A ⇒ Series XTRA 6

Registration Statement for a Separate Account (Unit Investment Trust) — Form N-4
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: N-4         Metlife Investors Usa - Series Xtra 6 - N-4          129    666K 
 7: COVER     ¶ Comment-Response or Cover Letter to the SEC            1      2K 
 6: EX-99.13    Powers of Attorney                                    10     61K 
 2: EX-99.4(X)  Form of Contract Schedule [6% + Gmib Ii]               7±    24K 
 3: EX-99.4(XX)  Form of Contract Schedule [6% + Egwb]                 4     22K 
 4: EX-99.4(XXVI)  Form of Contract Schedule [Gmib Plus Ii]            2     10K 
 5: EX-99.9     Opinion of Counsel                                     1      8K

‘N-4’ — Metlife Investors Usa – Series Xtra 6 – N-4
Document Table of Contents

Page	(sequential)	(alphabetic)	↑Top
		Alternative Formats (Word, et al.) Account Fee Account Value Accumulation Units Additional Compensation for Selected Selling Firms Additional Death Benefit - Earnings Preservation Benefit Allocation of Purchase Payments Annual Benefit Payment Annuitant Annuity Date Annuity Options Annuity Payments Annuity Provisions Appendix A Appendix B Appendix C Appendix D Appendix E Automatic Rebalancing Program Beneficiary Benefit Base Benefit Percentage Calculation of Performance Information Company Controlled Payout Custodian Death Benefit Examples Death of the Annuitant Description of GMIB II Description of GMIB Plus II Description of the Enhanced Guaranteed Withdrawal Benefit Description of the Lifetime Withdrawal Guarantee II Description of the Met/Franklin Templeton Founding Strategy Portfolio Description of the MetLife Asset Allocation Program Description of the SSgA ETF Portfolios Directors and Officers of the Depositor Distribution Distributor Dollar Cost Averaging Programs EDCA Examples with Multiple Purchase Payments Enhanced Death Benefit Fee Tables and Examples Financial Statements Financial Statements and Exhibits Fixed Account Fixed Annuity Fixed Annuity Payments Free Look Free Withdrawal Amount General Death Benefit Provisions Generation-Skipping Transfer Tax Guaranteed Income Benefits Guaranteed Minimum Income Benefit Examples Guaranteed Minimum Income Benefit - Rider Charge Guaranteed Withdrawal Amount Guaranteed Withdrawal Benefit Examples Guaranteed Withdrawal Benefit - Rider Charge Guaranteed Withdrawal Benefits Guaranteed Withdrawal Benefits and Annuitization Highlights Historical Unit Values Income Base Income Taxes Indemnification Independent Registered Public Accounting Firm Index of Special Terms Investment Allocation Restrictions for Certain Riders Investment Portfolio Expenses Legal or Regulatory Restrictions on Transactions Legal Proceedings Location of Accounts and Records Management Services Market Timing MetLife Investors USA Mortality and Expense Guarantee Number of Contract Owners Optional Death Benefit - Annual Step-Up Optional Death Benefit - Enhanced Death Benefit Other Information Overview of Living Benefit Riders Owner Ownership Participating Investment Portfolios Persons Controlled by or Under Common Control With the Depositor or Registrant Possible Tax Law Changes Premium and Other Taxes Principal Underwriters Product Charges Purchase Payment Credit Purchase Payments Reduction or Elimination of the Withdrawal Charge Remaining Guaranteed Withdrawal Amount Replacement of Contracts Reporting Agencies Requests and Elections Selling Firms Separate Account, The Spousal Continuation Standard Death Benefit - Principal Protection Substitution of Investment Options Suspension of Payments or Transfers Systematic Withdrawal Program Table of Contents of the Statement of Additional Information Taxation of Non-Qualified Contracts Taxation of Qualified Contracts Tax Benefits Related to the Assets of the Separate Account Tax Status of the Contracts Termination for Low Account Value The Separate Account Three Month Market Entry Program Total Guaranteed Withdrawal Amount Total Return Transfer Fee Transfers Undertakings Upon Your Death Variable Annuity Variable Annuity Payments Voting Rights Withdrawal Charge Withdrawals 10. Federal Income Tax Status 11. Other Information 1. the Annuity Contract 2. Purchase 3. Investment Options 4. Expenses 5. Annuity Payments (The Income Phase) 6. Access to Your Money 7. Living Benefits 8. Performance 9. Death Benefit
1	1st Page – Filing Submission
6	Index of Special Terms
7	Highlights
"	Free Look
9	Fee Tables and Examples
14	Investment Portfolio Expenses
18	1. the Annuity Contract
"	Market Timing
19	2. Purchase
"	Purchase Payments
"	Termination for Low Account Value
"	Allocation of Purchase Payments
20	Investment Allocation Restrictions for Certain Riders
"	Fixed Account
22	Transfers
"	Purchase Payment Credit
"	Accumulation Units
23	Account Value
"	Replacement of Contracts
"	3. Investment Options
28	Dollar Cost Averaging Programs
29	Three Month Market Entry Program
"	Automatic Rebalancing Program
30	Description of the MetLife Asset Allocation Program
31	Description of the Met/Franklin Templeton Founding Strategy Portfolio
"	Description of the SSgA ETF Portfolios
32	Voting Rights
"	Substitution of Investment Options
"	4. Expenses
"	Product Charges
33	Account Fee
"	Guaranteed Minimum Income Benefit - Rider Charge
34	Guaranteed Withdrawal Benefit - Rider Charge
"	Withdrawal Charge
35	Free Withdrawal Amount
"	Reduction or Elimination of the Withdrawal Charge
36	Premium and Other Taxes
"	Transfer Fee
"	Income Taxes
"	5. Annuity Payments (The Income Phase)
"	Annuity Date
37	Annuity Payments
"	Annuity Options
38	Variable Annuity Payments
39	Fixed Annuity Payments
"	6. Access to Your Money
40	Systematic Withdrawal Program
"	Suspension of Payments or Transfers
41	7. Living Benefits
"	Overview of Living Benefit Riders
"	Guaranteed Income Benefits
"	Guaranteed Withdrawal Benefits
42	Ownership
"	Description of GMIB Plus II
"	Income Base
46	Description of GMIB II
48	Description of the Lifetime Withdrawal Guarantee II
"	Total Guaranteed Withdrawal Amount
"	Remaining Guaranteed Withdrawal Amount
49	Annual Benefit Payment
53	Description of the Enhanced Guaranteed Withdrawal Benefit
"	Benefit Base
54	Guaranteed Withdrawal Amount
57	Guaranteed Withdrawal Benefits and Annuitization
60	8. Performance
"	9. Death Benefit
"	Upon Your Death
61	Standard Death Benefit - Principal Protection
"	Optional Death Benefit - Annual Step-Up
"	Optional Death Benefit - Enhanced Death Benefit
63	Additional Death Benefit - Earnings Preservation Benefit
64	Benefit Percentage
"	General Death Benefit Provisions
65	Spousal Continuation
"	Death of the Annuitant
"	Controlled Payout
"	10. Federal Income Tax Status
66	Taxation of Non-Qualified Contracts
"	Withdrawals
68	Taxation of Qualified Contracts
70	Generation-Skipping Transfer Tax
"	Tax Benefits Related to the Assets of the Separate Account
"	Possible Tax Law Changes
71	11. Other Information
"	MetLife Investors USA
"	The Separate Account
"	Distributor
72	Selling Firms
73	Additional Compensation for Selected Selling Firms
"	Requests and Elections
74	Owner
"	Beneficiary
"	Annuitant
75	Legal Proceedings
"	Financial Statements
"	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
76	Appendix A
"	Participating Investment Portfolios
80	Appendix B
"	EDCA Examples with Multiple Purchase Payments
82	Appendix C
"	Guaranteed Minimum Income Benefit Examples
88	Appendix D
"	Guaranteed Withdrawal Benefit Examples
96	Appendix E
"	Death Benefit Examples
98	Enhanced Death Benefit
105	Total Return
"	Historical Unit Values
"	Reporting Agencies
106	Variable Annuity
107	Fixed Annuity
"	Mortality and Expense Guarantee
"	Legal or Regulatory Restrictions on Transactions
111	Other Information
"	Item 24. Financial Statements and Exhibits
113	Item 25. Directors and Officers of the Depositor
115	Item 26. Persons Controlled by or Under Common Control With the Depositor or Registrant
122	Item 27. Number of Contract Owners
"	Item 28. Indemnification
123	Item 29. Principal Underwriters
125	Item 30. Location of Accounts and Records
"	Item 31. Management Services
"	Item 32. Undertakings

N-4 1st Page of 129 TOC ↑Top Previous Next ↓Bottom Just 1st
As filed with the Securities and Exchange Commission on January 9, 2009

File Nos. 333-
811-03365

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM N-4

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [x]

Pre-Effective Amendment No. [_]

Post-Effective Amendment No. [_]

and

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

Amendment No. 318 [x]

(Check Appropriate Box or Boxes)

MetLife Investors USA Separate Account A

(Exact Name of Registrant)

MetLife Investors USA Insurance Company

(Name of Depositor)

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)

Richard C. Pearson

Vice President

MetLife Investors USA Insurance Company

c/o 5 Park Plaza, Suite 1900

Irvine, CA 92614

(949) 223-5680

COPIES TO:

W. Thomas Conner

Sutherland Asbill & Brennan LLP

1275 Pennsylvania Avenue, N.W.

Washington, DC 20004-2415

(202) 383-0590

APPROXIMATE DATE OF PROPOSED PUBLIC OFFERING

As soon as possible after the effective date of this registration statement.

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

TITLE OF SECURITIES BEING REGISTERED

Interest in a separate account under individual flexible premium deferred
variable annuity contracts.

N-4 2nd Page of 129 TOC 1st Previous Next ↓Bottom Just 2nd
THE VARIABLE ANNUITY CONTRACT

ISSUED BY

METLIFE INVESTORS USA INSURANCE COMPANY

AND

METLIFE INVESTORS USA SEPARATE ACCOUNT A

SERIES XTRA 6

__________, 2009

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 contracts are offered for individuals and some tax
qualified and non-tax qualified retirement plans.

The annuity contract has 44 investment choices - a fixed account that offers an
interest rate guaranteed by us, and 43 investment portfolios listed below. You
can put your money in the fixed account and/or any of these investment
portfolios.

The expenses for a contract with a Purchase Payment Credit may be higher than
expenses for a contract without a credit. The amount of the Purchase Payment
Credit may be more than offset by the fees and charges associated with the
credit. We anticipate the contracts will be profitable for us over the long
term.

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

American Funds Bond Portfolio (Class C)

American Funds Growth Portfolio (Class C)

American Funds International Portfolio (Class C)

BlackRock High Yield Portfolio

Clarion Global Real Estate Portfolio

Harris Oakmark International Portfolio

Lazard Mid Cap Portfolio

Legg Mason Partners Aggressive Growth Portfolio

Legg Mason Value Equity Portfolio

Loomis Sayles Global Markets Portfolio

Lord Abbett Bond Debenture Portfolio

Lord Abbett Growth and Income Portfolio

Lord Abbett Mid Cap Value Portfolio

Met/AIM Small Cap Growth Portfolio

Met/Franklin Mutual Shares Portfolio

MFS (Reg. TM) Emerging Markets Equity Portfolio

MFS (Reg. TM) Research International Portfolio

PIMCO Inflation Protected Bond Portfolio

PIMCO Total Return Portfolio

Rainier Large Cap Equity Portfolio

RCM Technology Portfolio

T. Rowe Price Mid Cap Growth Portfolio

Third Avenue Small Cap Value Portfolio

Turner Mid Cap Growth Portfolio

Van Kampen Comstock Portfolio

METROPOLITAN SERIES FUND, INC. (CLASS B OR, AS NOTED, CLASS E):

BlackRock Money Market Portfolio

Davis Venture Value Portfolio (Class E)

Harris Oakmark Focused Value Portfolio

Jennison Growth Portfolio

Met/Dimensional International Small Company Portfolio

MetLife Stock Index Portfolio

Western Asset Management U.S. Government Portfolio

N-4 3rd Page of 129 TOC 1st Previous Next ↓Bottom Just 3rd
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 ASSET ALLOCATION PORTFOLIOS (CLASS
C):

American Funds Moderate Allocation Portfolio

American Funds Balanced Allocation Portfolio

American Funds 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
__________, 2009. 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 75 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.

__________, 2009

INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAW OF ANY SUCH STATE.

N-4 4th Page of 129 TOC 1st Previous Next ↓Bottom Just 4th
TABLE OF CONTENTS PAGE
PAGE

INDEX OF SPECIAL TERMS.............................................. 5
HIGHLIGHTS.......................................................... 5
FEE TABLES AND EXAMPLES............................................. 7
1. THE ANNUITY CONTRACT............................................. 16
Market Timing................................................. 16
2. PURCHASE......................................................... 17
Purchase Payments............................................. 17
Termination for Low Account Value............................. 17
Allocation of Purchase Payments............................... 17
Investment Allocation Restrictions for Certain Riders......... 18
Purchase Payment Credit....................................... 20
Free Look..................................................... 20
Accumulation Units............................................ 20
Account Value................................................. 21
Replacement of Contracts...................................... 21
3. INVESTMENT OPTIONS............................................... 21
Transfers..................................................... 23
Dollar Cost Averaging Programs................................ 26
Three Month Market Entry Program.............................. 27
Automatic Rebalancing Program................................. 27
Description of the MetLife Asset Allocation Program........... 28
Description of the American Funds Asset Allocation Portfolios. 29
Description of the Met/Franklin Templeton Founding Strategy
Portfolio.................................................. 29
Description of the SSgA ETF Portfolios........................ 29
Voting Rights................................................. 30
Substitution of Investment Options............................ 30
4. EXPENSES......................................................... 30
Product Charges............................................... 30
Account Fee................................................... 31
Guaranteed Minimum Income Benefit - Rider Charge.............. 31
Guaranteed Withdrawal Benefit - Rider Charge.................. 32
Withdrawal Charge............................................. 32
Reduction or Elimination of the Withdrawal Charge............. 33
Premium and Other Taxes....................................... 34
Transfer Fee.................................................. 34
Income Taxes.................................................. 34
Investment Portfolio Expenses................................. 34
5. ANNUITY PAYMENTS (THE INCOME PHASE).............................. 34
Annuity Date.................................................. 34
Annuity Payments.............................................. 35
Annuity Options............................................... 35
Variable Annuity Payments..................................... 36
Fixed Annuity Payments........................................ 37
6. ACCESS TO YOUR MONEY............................................. 37
Systematic Withdrawal Program................................. 38
Suspension of Payments or Transfers........................... 38
7. LIVING BENEFITS.................................................. 39
Overview of Living Benefit Riders............................. 39
Guaranteed Income Benefits.................................... 39
Description of GMIB Plus II................................... 40
Description of GMIB II........................................ 44
Guaranteed Withdrawal Benefits................................ 45
Description of the Lifetime Withdrawal Guarantee II........... 46
Description of the Enhanced Guaranteed Withdrawal Benefit..... 51
Guaranteed Withdrawal Benefits and Annuitization.............. 55
8. PERFORMANCE...................................................... 58
9. DEATH BENEFIT.................................................... 58
Upon Your Death............................................... 58
Standard Death Benefit - Principal Protection................. 59
Optional Death Benefit - Annual Step-Up....................... 59
Optional Death Benefit - Enhanced Death Benefit............... 59
Additional Death Benefit - Earnings Preservation Benefit...... 61
General Death Benefit Provisions.............................. 62
Spousal Continuation.......................................... 63
Death of the Annuitant........................................ 63
Controlled Payout............................................. 63
10. FEDERAL INCOME TAX STATUS....................................... 63
Taxation of Non-Qualified Contracts........................... 64
Taxation of Qualified Contracts............................... 66
Tax Benefits Related to the Assets of the Separate Account.... 68
Possible Tax Law Changes...................................... 68
11. OTHER INFORMATION............................................... 69
MetLife Investors USA......................................... 69
The Separate Account.......................................... 69
Distributor................................................... 69
Selling Firms................................................. 70
Requests and Elections........................................ 71
Ownership..................................................... 72
Legal Proceedings............................................. 73
Financial Statements.......................................... 73

N-4 5th Page of 129 TOC 1st Previous Next ↓Bottom Just 5th
TABLE OF CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION........ 73
APPENDIX A.......................................................... A-1
Participating Investment Portfolios.............................. A-1
APPENDIX B.......................................................... B-1
EDCA Examples with Multiple Purchase Payments.................... B-1
APPENDIX C.......................................................... C-1
Guaranteed Minimum Income Benefit Examples....................... C-1
APPENDIX D.......................................................... D-1
Guaranteed Withdrawal Benefit Examples........................... D-1
APPENDIX E.......................................................... E-1
Death Benefit Examples........................................... E-1

N-4 6th Page of 129 TOC 1st Previous Next ↓Bottom Just 6th
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....................................................... 21
Accumulation Phase.................................................. 16
Accumulation Unit................................................... 20
Annual Benefit Payment.............................................. 47 and 52
Annuitant........................................................... 72
Annuity Date........................................................ 34
Annuity Options..................................................... 35
Annuity Payments.................................................... 34
Annuity Units....................................................... 35
Beneficiary......................................................... 72
Benefit Base........................................................ 51
Business Day........................................................ 17
Death Benefit Base.................................................. 59
Fixed Account....................................................... 16
Guaranteed Withdrawal Amount........................................ 53
GWB Withdrawal Rate................................................. 52
Income Base......................................................... 40
Income Phase........................................................ 16
Investment Portfolios............................................... 21
Joint Owners........................................................ 72
Owner............................................................... 72
Purchase Payment Credit............................................. 20
Purchase Payment.................................................... 17
Remaining Guaranteed Withdrawal Amount.............................. 46
Separate Account.................................................... 69
Total Guaranteed Withdrawal Amount.................................. 46

N-4 7th Page of 129 TOC 1st Previous Next ↓Bottom Just 7th
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") or a guaranteed withdrawal benefit ("GWB").

As a result of the purchase payment credit feature of this contract, the
contract is available only to prospective owners who are age 80 or younger. We
will add a Purchase Payment Credit to your account value with respect to your
initial purchase payment and any subsequent purchase payment received by us
prior to the contract anniversary immediately following your 81st birthday. The
amount of the credit is 6%. A portion of certain charges (the mortality and
expense charge and the withdrawal charge) assessed under the contract are used
to fund the credit.

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 8%. 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, we will return the account value
less the adjusted Purchase Payment Credit. The adjusted Purchase Payment Credit
is equal to the lesser of: (1) the portion of the account value that is
attributable to the Purchase Payment Credit; or (2) the total of Purchase
Payment Credit(s). This means that you receive any investment gain on the
Purchase Payment Credit(s) and MetLife Investors USA bears any loss. 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 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.

N-4 8th Page of 129 TOC 1st Previous Next ↓Bottom Just 8th
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.

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.

N-4 9th Page of 129 TOC 1st Previous Next ↓Bottom Just 9th
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) 8%
(as a percentage of purchase payments)
TRANSFER FEE (Note 2) $0 (First 12 per year) $25 (Thereafter)

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

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 8

1 8
2 7
3 6
4 5
5 4
6 3
7 2
8 1
9 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.

N-4 10th Page of 129 TOC 1st Previous Next ↓Bottom Just 10th
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*

(referred to as Separate Account Product Charges)

(as a percentage of average account value in the Separate Account)

[Download Table]

Mortality and Expense Charge 1.45%
Administration Charge 0.25%
----
Total Separate Account Annual Expenses 1.70%
Death Benefit Rider Charges (Optional)**
(as a percentage of average account
value in the Separate Account)
Optional Death Benefit - Annual Step-Up 0.20%
Additional Death Benefit - Earnings 0.25%
Preservation Benefit
Total Separate Account Annual Expenses
Including Highest Charges for Optional 2.15%
Death Benefits+

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

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.")

* Certain charges and expenses may not apply during the income phase of the
contract. (See "Expenses.")

** See below for an additional optional death benefit rider, the Enhanced Death
Benefit, for which the charge is assessed on the Death Benefit Base and
deducted annually from the account value.

+ This charge is determined by adding the Mortality and Expense Charge, the
Administration Charge, the Optional Death Benefit -

Annual Step-Up Charge, and the Additional Death Benefit - Earnings
Preservation Benefit Charge.

N-4 11th Page of 129 TOC 1st Previous Next ↓Bottom Just 11th
ADDITIONAL OPTIONAL RIDER CHARGES*

[Enlarge/Download Table]

GUARANTEED MINIMUM INCOME BENEFIT RIDER CHARGES
GMIB Plus II Prior to Optional 1.00% of the Income Base (Note 1)
Step-Up/Reset
GMIB Plus II Upon Optional 1.50% of the Income Base (Note 1)
Step-Up/Reset
(maximum**)
GMIB II 0.75% of the Income Base (Note 1)
LIFETIME WITHDRAWAL GUARANTEE RIDER CHARGES
Lifetime Withdrawal Guarantee II 0.85% of the Total Guaranteed Withdrawal Amount
(Single Life
Version) Prior to Automatic Annual (Note 2)
Step-Up
Lifetime Withdrawal Guarantee II 1.25% of the Total Guaranteed Withdrawal Amount
(Single Life
Version) Upon Automatic Annual Step-Up (Note 2)
(maximum**)
Lifetime Withdrawal Guarantee II 1.05% of the Total Guaranteed Withdrawal Amount
(Joint Life
Version) Prior to Automatic Annual (Note 2)
Step-Up
Lifetime Withdrawal Guarantee II 1.50% of the Total Guaranteed Withdrawal Amount
(Joint Life
Version) Upon Automatic Annual Step-Up (Note 2)
(maximum**)
ENHANCED GUARANTEED WITHDRAWAL BENEFIT RIDER CHARGES
Enhanced Guaranteed Withdrawal 0.55% of the Guaranteed Withdrawal Amount
Benefit Rider
Charge Prior to Optional Reset (Note 3)
Enhanced Guaranteed Withdrawal 1.00% of the Guaranteed Withdrawal Amount
Benefit Rider
Charge Upon Optional Reset (maximum**) (Note 3)

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

* You may only elect one living benefit rider at a time. The GMIB Plus II rider
is the only living benefit rider that the Enhanced Death Benefit rider may be
elected with. Certain charges and expenses may not apply during the income
phase of the contract. (See "Expenses.")

** Certain rider charges may increase upon an Optional Step-Up or Optional
Reset, but they will not exceed the maximum charges listed in this table. (See
"Expenses.")

Note 1. 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.

Note 2. The Total Guaranteed Withdrawal Amount is initially set at an amount
equal to your initial purchase payment. The Total Guaranteed Withdrawal Amount
may increase with additional purchase payments. See "Living Benefits -
Guaranteed Withdrawal Benefits" for a definition of the term Total Guaranteed
Withdrawal Amount.

Note 3. The Guaranteed Withdrawal Amount is initially set at an amount equal to
your initial purchase payment plus the GWB Bonus Amount. The Guaranteed
Withdrawal Amount may increase with additional purchase payments. See "Living
Benefits - Guaranteed Withdrawal Benefits" for definitions of the terms
Guaranteed Withdrawal Amount and GWB Bonus Amount.

N-4 12th Page of 129 TOC 1st Previous Next ↓Bottom Just 12th
[Download Table]

ENHANCED DEATH BENEFIT RIDER CHARGES
Enhanced Death Benefit Rider Charge 0.65% of the Death Benefit Base (Note 4)
Prior to
Optional Step-Up (issue age 69 or
younger)

Enhanced Death Benefit Rider Charge 0.90% of the Death Benefit Base (Note 4)
Prior to
Optional Step-Up (issue age 70-75)
Enhanced Death Benefit Rider Charge 1.50% of the Death Benefit Base (Note 4)
Upon

Optional Step-Up (maximum**)

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

** Certain rider charges may increase upon an Optional Step-Up or Optional
Reset, but they will not exceed the maximum charges listed in this table. (See
"Expenses.")

Note 4. 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. See "Death Benefit - Enhanced Death Benefit"
for a definition of the term Death Benefit Base. If you elect both the Enhanced
Death Benefit rider and the GMIB Plus II rider, the charge for the Enhanced
Death Benefit will be reduced to 0.60% of the Death Benefit Base if you are age
69 or younger at issue and 0.85% of the Death Benefit Base if you are age 70-75
at issue.

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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.

[TO BE UPDATED]

[Download Table]

Minimum Maximum
---- ----
Total Annual Portfolio Expenses 0.54% 1.52%
(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."

N-4 14th Page of 129 TOC 1st Previous Next ↓Bottom Just 14th
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.

[TO BE UPDATED]

[Enlarge/Download Table]

ACQUIRED TOTAL
FUND ANNUAL
MANAGEMENT 12B-1/SERVICE OTHER FEES AND PORTFOLIO
FEES FEES EXPENSES EXPENSES EXPENSES
------------ --------------- ------------ ------------ ------------

MET INVESTORS SERIES TRUST
American Funds Bond Portfolio(1)(2) 0.00% 0.55% 0.44% 0.41% 1.40%
American Funds Growth Portfolio(1)(2) 0.00% 0.55% 0.13% 0.33% 1.01%
American Funds International 0.00% 0.55% 0.36% 0.52% 1.43%
Portfolio(1)(2)
BlackRock High Yield Portfolio(3) 0.60% 0.25% 0.13% 0.00% 0.98%
Clarion Global Real Estate Portfolio 0.61% 0.25% 0.04% 0.00% 0.90%
Harris Oakmark International Portfolio 0.77% 0.25% 0.08% 0.00% 1.10%
Lazard Mid Cap Portfolio 0.69% 0.25% 0.06% 0.00% 1.00%
Legg Mason Partners Aggressive Growth 0.62% 0.25% 0.05% 0.00% 0.92%
Portfolio
Legg Mason Value Equity Portfolio 0.63% 0.25% 0.04% 0.00% 0.92%
Loomis Sayles Global Markets Portfolio 0.68% 0.25% 0.09% 0.00% 1.02%
Lord Abbett Bond Debenture Portfolio 0.49% 0.25% 0.04% 0.00% 0.78%
Lord Abbett Growth and Income Portfolio 0.49% 0.25% 0.03% 0.00% 0.77%
Lord Abbett Mid Cap Value Portfolio 0.67% 0.25% 0.09% 0.00% 1.01%
Met/AIM Small Cap Growth Portfolio 0.86% 0.25% 0.06% 0.00% 1.17%
Met/Franklin Mutual Shares Portfolio(1) 0.80% 0.25% 0.29% 0.00% 1.34%
MFS (Reg. TM) Emerging Markets Equity 1.00% 0.25% 0.27% 0.00% 1.52%
Portfolio
MFS (Reg. TM) Research International 0.70% 0.25% 0.09% 0.00% 1.04%
Portfolio
PIMCO Inflation Protected Bond 0.50% 0.25% 0.05% 0.00% 0.80%
Portfolio
PIMCO Total Return Portfolio(4) 0.48% 0.25% 0.04% 0.00% 0.77%
Rainier Large Cap Equity Portfolio 0.65% 0.25% 0.12% 0.00% 1.02%
RCM Technology Portfolio 0.88% 0.25% 0.14% 0.00% 1.27%
T. Rowe Price Mid Cap Growth Portfolio 0.75% 0.25% 0.05% 0.00% 1.05%
Third Avenue Small Cap Value Portfolio 0.73% 0.25% 0.03% 0.00% 1.01%
Turner Mid Cap Growth Portfolio 0.77% 0.25% 0.06% 0.00% 1.08%
Van Kampen Comstock Portfolio 0.58% 0.25% 0.03% 0.00% 0.86%
METROPOLITAN SERIES FUND, INC.
BlackRock Money Market Portfolio 0.33% 0.25% 0.07% 0.00% 0.65%
Davis Venture Value Portfolio 0.69% 0.15% 0.04% 0.00% 0.88%
Harris Oakmark Focused Value Portfolio 0.72% 0.25% 0.04% 0.00% 1.01%
Jennison Growth Portfolio 0.63% 0.25% 0.04% 0.00% 0.92%
Met/Dimensional International Small 0.85% 0.25% 0.30% 0.00% 1.40%
Company Portfolio(1)
MetLife Stock Index Portfolio 0.25% 0.25% 0.04% 0.00% 0.54%
Western Asset Management U.S. 0.49% 0.25% 0.05% 0.00% 0.79%
Government
Portfolio

N-4 15th Page of 129 TOC 1st Previous Next ↓Bottom Just 15th
[Enlarge/Download Table]

ACQUIRED TOTAL
FUND ANNUAL
MANAGEMENT 12B-1/SERVICE OTHER FEES AND PORTFOLIO
FEES FEES EXPENSES EXPENSES EXPENSES
------------ --------------- ------------ ------------ ------------

MET INVESTORS SERIES TRUST - METLIFE
ASSET ALLOCATION PROGRAM
MetLife Defensive Strategy Portfolio(5) 0.09% 0.25% 0.02% 0.62% 0.98%
MetLife Moderate Strategy Portfolio(5) 0.07% 0.25% 0.00% 0.65% 0.97%
MetLife Balanced Strategy Portfolio(5) 0.06% 0.25% 0.00% 0.69% 1.00%
MetLife Growth Strategy Portfolio(5) 0.06% 0.25% 0.00% 0.72% 1.03%
MetLife Aggressive Strategy 0.09% 0.25% 0.01% 0.72% 1.07%
Portfolio(5)
MET INVESTORS SERIES TRUST - AMERICAN
FUNDS ASSET ALLOCATION PORTFOLIOS
American Funds Moderate Allocation 0.10% 0.55% 0.26% 0.41% 1.32%
Portfolio(1)(6)
American Funds Balanced Allocation 0.10% 0.55% 0.15% 0.39% 1.19%
Portfolio(1)(6)
American Funds Growth Allocation 0.10% 0.55% 0.19% 0.36% 1.20%
Portfolio(1)(6)
MET INVESTORS SERIES TRUST - FRANKLIN
TEMPLETON ASSET ALLOCATION PORTFOLIO
Met/Franklin Templeton Founding 0.05% 0.25% 0.15% 0.87% 1.32%
Strategy
Portfolio(1)(7)
MET INVESTORS SERIES TRUST - SSGA ETF
PORTFOLIOS
SSgA Growth and Income ETF 0.33% 0.25% 0.09% 0.20% 0.87%
Portfolio(8)(9)
SSgA Growth ETF Portfolio(8)(9) 0.33% 0.25% 0.08% 0.22% 0.88%

Total Annual Portfolio Expenses have not been restated to reflect expense
reductions that certain investment portfolios achieved as a result of directed
brokerage arrangements and/or contractual arrangements under which investment
advisers or managers of investment portfolios have agreed to waive and/or pay
expenses of the portfolios. 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, 2007.

(1) The fees and expenses of the Portfolio are estimated for the year ending
December 31, 2008.

(2) The Portfolio is a "feeder fund" that invests all of its assets in an
underlying "master fund." As an investor in an underlying master fund, the
Portfolio will bear its pro rata portion of the operating expenses of the
underlying master fund, including the management fee.

(3) This is a new share class for this Portfolio. Operating expenses are
estimated based on the expenses of the Class A shares of the Portfolio.

(4) The Management Fee has been restated to reflect an amended management fee
agreement, as if the agreement had been in effect during the preceding
fiscal year.

(5) The Portfolio is a "fund of funds" that invests substantially all of its
assets in other portfolios of the Met Investors Series Trust and the
Metropolitan Series Fund, Inc. 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.

(6) The Portfolio is a "fund of funds" that invests substantially all of its
assets in portfolios of the American Funds Insurance Series (Reg. TM).
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.
The estimated expenses of the underlying portfolios are based upon the
weighted average of the total operating expenses of the underlying
portfolios before expense waivers allocated to the portfolios at December
31, 2007.

(7) The Portfolio is a "fund of funds" that invests equally in three other
portfolios of the Met Investors Series Trust: the Met/Franklin Income
Portfolio, the Met/Franklin Mutual Shares Portfolio and the Met/Templeton
Growth Portfolio. 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. The expenses of the underlying portfolios are based upon
the weighted average of the estimated total operating expenses of the
underlying portfolios after expense waivers allocated to the underlying
portfolios for the year ending December 31, 2008.

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(8) The Portfolio primarily invests its assets in other investment companies
known as exchange-traded funds ("underlying ETFs"). As an investor in an
underlying ETF or other investment company, the Portfolio will bear its
pro rata portion of the operating expenses of the underlying ETF or other
investment company, including the management fee.

(9) The Management Fee has been restated to reflect an amended management fee
agreement that became effective as of September 2, 2008.

N-4 17th Page of 129 TOC 1st Previous Next ↓Bottom Just 17th
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:

[TO BE UPDATED]

CHART 1. Chart 1 assumes you select the Enhanced Death Benefit, the Additional
Death Benefit - Earnings Preservation Benefit and the Guaranteed Minimum Income
Benefit Plus II 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)$1,464 (a)$2,661 (a)$3,902 (a)$7,263
minimum (b)$1,367 (b)$2,382 (b)$3,459 (b)$6,507

(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)$664 (a)$2,031 (a)$3,452 (a)$7,263
minimum (b)$567 (b)$1,752 (b)$3,009 (b)$6,507

CHART 2. Chart 2 assumes you do not select optional death benefit riders, a
Guaranteed Minimum Income Benefit rider or a Guaranteed Withdrawal 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)$1,122 (a)$1,613 (a)$2,117 (a)$3,480
minimum (b)$1,025 (b)$1,322 (b)$1,635 (b)$2,539

(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)$322 (a)$983 (a)$1,667 (a)$3,480
minimum (b)$225 (b)$692 (b)$1,185 (b)$2,539

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 (accumulation unit
value information) is not available because the contract was not offered for
sale prior to __________, 2009, and therefore there are no accumulation units
outstanding as of the date of this prospectus.

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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 year 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, provided that the payment may increase in the event you make a
transfer from a variable annuity payment option to the fixed annuity payment.
Please see the terms of your actual contract for more detailed 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."

Because the contract proceeds must be distributed within the time periods
required by the federal Internal Revenue Code, the right of a spouse to
continue the contract, and all contract provisions relating to spousal
continuation (see "Death Benefit - Spousal Continuation"), are available only
to a person who is defined as a "spouse" under the federal Defense of Marriage
Act, or any other applicable federal law. Accordingly, a purchaser who has or
is contemplating a civil union should note that a civil union partner would not
be able to receive continued payments after the death of the contract owner
under the Joint Life version of the Lifetime Withdrawal Guarantee (see "Living
Benefits - Guaranteed Withdrawal Benefits").

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

N-4 19th Page of 129 TOC 1st Previous Next ↓Bottom Just 19th
of time and/or investigating transfer activity 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

As a result of the purchase payment credit feature of this contract, the
contract is available only to prospective owners who are age 80 or younger.
(See "Purchase Payment Credit" below.) 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 $10,000.

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 to either type of
contract (qualified and non-qualified) 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. 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.

ALLOCATION OF PURCHASE PAYMENTS

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

We have reserved the right to restrict payments to the fixed account if any of
the following conditions exist:

o the credited interest rate on the fixed account is equal to the guaranteed
minimum rate; 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, 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

N-4 20th Page of 129 TOC 1st Previous Next ↓Bottom Just 20th
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.")

If you choose the Guaranteed Minimum Income Benefit Plus II, Lifetime
Withdrawal Guarantee II, or Enhanced Death Benefit riders, until the rider
terminates, we will require you to allocate your purchase payments and account
value as described below under "Investment Allocation Restrictions for Certain
Riders."

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 and you have an EDCA or Dollar Cost
Averaging (DCA) program in effect, we will allocate your additional payments to
the investment portfolios selected under the EDCA or DCA program unless you
tell us otherwise. (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

ALLOCATION. If you elect the GMIB Plus II, the Lifetime Withdrawal Guarantee

II, or the Enhanced Death Benefit, 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 MetLife Defensive
Strategy Portfolio, MetLife Moderate Strategy Portfolio, MetLife Balanced
Strategy Portfolio, MetLife Growth Strategy Portfolio, American Funds
Moderate Allocation Portfolio, American Funds Balanced Allocation
Portfolio, American Funds Growth Allocation Portfolio, Met/

Franklin Templeton Founding Strategy Portfolio, SSgA Growth and Income ETF
Portfolio, SSgA Growth 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).

(B) You must allocate:

o AT LEAST 15% of purchase payments or account value to Platform 1 portfolios
and/or to the fixed account;

o UP TO 85% 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 "ECDA" section below for information on allocating purchase payments
to the EDCA account under option (B).)

The investment options in each Platform are:

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

Fixed Account

American Funds Bond Portfolio

BlackRock Money Market Portfolio

PIMCO Inflation Protected Bond Portfolio

PIMCO Total Return Portfolio

Western Asset Management U.S. Government Portfolio

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

American Funds Balanced Allocation Portfolio

American Funds Growth Allocation Portfolio

American Funds Growth Portfolio

American Funds International Portfolio

American Funds Moderate Allocation Portfolio

BlackRock High Yield Portfolio

Davis Venture Value Portfolio

Harris Oakmark International Portfolio

Jennison Growth Portfolio

Legg Mason Partners Aggressive Growth Portfolio

Legg Mason Value Equity Portfolio

Loomis Sayles Global Markets Portfolio

Lord Abbett Bond Debenture Portfolio

Lord Abbett Growth and Income Portfolio

Met/Franklin Mutual Shares Portfolio

Met/Franklin Templeton Founding Strategy Portfolio

MetLife Aggressive Strategy 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

Rainier Large Cap Equity Portfolio

SSgA Growth and Income ETF Portfolio

SSgA Growth ETF Portfolio

Van Kampen Comstock Portfolio

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

Harris Oakmark Focused Value Portfolio

Lazard Mid Cap Portfolio

Lord Abbett Mid Cap Value Portfolio

T. Rowe Price Mid Cap Growth Portfolio

Turner Mid Cap Growth Portfolio

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

Clarion Global Real Estate Portfolio

Met/AIM Small Cap Growth Portfolio

Met/Dimensional International Small Company Portfolio

MFS (Reg. TM) Emerging Markets Equity Portfolio

RCM Technology Portfolio

Third Avenue Small Cap Value 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. In that case, any change in
classification will only take effect as to your contract in the event you make
a new purchase payment or request a transfer among investment options. We will
provide you with prior written notice of any changes in classification of
investment options.

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.

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

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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.

PURCHASE PAYMENT CREDIT

Your account value will be credited with an additional amount (PURCHASE PAYMENT
CREDIT) with respect to your initial purchase payment and each subsequent
purchase payment received by us prior to the contract anniversary immediately
following your 81st birthday (if joint owners are named, the age of the oldest
owner will apply and if a non-natural person owns the contract, then the
annuitant's age will apply.)

The Purchase Payment Credit is an amount equal to 6% of the purchase payment.

You should know that over time and under certain circumstances (such as
withdrawal when a withdrawal charge applies, or after an extended period of
poor market performance) the costs associated with this product may exceed the
Purchase Payment Credit amount and any related earnings.

If you exercise the free-look provision, MetLife Investors USA will take back
the Purchase Payment Credit(s) as described below.

Each Purchase Payment Credit will be allocated to the contract in the same
proportion as the applicable purchase payment. All Purchase Payment Credits are
treated as earnings under the contract.

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, we will
return the account value less the adjusted Purchase Payment Credits. The
adjusted Purchase Payment Credits are equal to the lesser of: (1) the portion
of the account value that is attributable to the Purchase Payment Credits, or
(2) the total of Purchase Payment Credit(s). This means that you receive any
investment gain on the Purchase Payment Credit(s) and MetLife Investors USA
bears any loss. 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 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 and/or the Additional
Death Benefit-Earnings Preservation Benefit) for each day since the last
business day and any charges for taxes.

The value of an accumulation unit may go up or down from day to day.

When you make a purchase payment, we credit your contract with accumulation
units. The number of accumulation units credited is determined by dividing the
amount of the purchase payment allocated to an

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investment portfolio by the value of the accumulation unit for that investment
portfolio.

We calculate the value of an accumulation unit for each investment portfolio
after the New York Stock Exchange closes each day (generally 4:00 p.m. Eastern
Time) and then credit your contract.

EXAMPLE:

On Monday we receive an additional purchase payment of $5,000 from you
before 4:00 p.m. Eastern Time. We add an additional $300 to your contract
as a Purchase Payment Credit. You have told us you want this to go to the
Lord Abbett Growth and Income Portfolio. When the New York Stock Exchange
closes on that Monday, we determine that the value of an accumulation unit
for the Lord Abbett Growth and Income Portfolio is $12.50. We then divide
$5,300 by $12.50 and credit your contract on Monday night with 424
accumulation units for the Lord Abbett Growth and Income 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

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

Series XTRA 6 is not available to purchase payments that consist of money
exchanged or transferred from other annuities issued by us or our affiliates.

3. INVESTMENT OPTIONS

The contract offers 43 INVESTMENT PORTFOLIOS, which are listed below.
Additional investment portfolios may be available in the future.

YOU SHOULD READ THE PROSPECTUSES FOR THESE FUNDS CAREFULLY. COPIES OF THESE
PROSPECTUSES WILL ACCOMPANY OR PRECEDE THE DELIVERY OF YOUR CONTRACT. 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. CERTAIN INVESTMENT PORTFOLIOS DESCRIBED IN THE FUND PROSPECTUSES
MAY NOT BE AVAILABLE WITH YOUR CONTRACT. APPENDIX A 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

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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, Inc. (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 advisers, MetLife Advisers, LLC and Met
Investors Advisory, LLC, which are formed as "limited liability companies." Our
ownership interests in MetLife Advisers, LLC and Met Investors Advisory, 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 advisers. (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, Inc.
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 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 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.

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

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

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American Funds Bond Portfolio (Class C)

American Funds Growth Portfolio (Class C)

American Funds International Portfolio (Class C)

BlackRock High Yield Portfolio

Clarion Global Real Estate Portfolio

Harris Oakmark International Portfolio

Lazard Mid Cap Portfolio

Legg Mason Partners Aggressive Growth Portfolio

Legg Mason Value Equity Portfolio

Loomis Sayles Global Markets Portfolio

Lord Abbett Bond Debenture Portfolio

Lord Abbett Growth and Income Portfolio

Lord Abbett Mid Cap Value Portfolio

Met/AIM Small Cap Growth Portfolio

Met/Franklin Mutual Shares Portfolio

MFS (Reg. TM) Emerging Markets Equity Portfolio

MFS (Reg. TM) Research International Portfolio

PIMCO Inflation Protected Bond Portfolio

PIMCO Total Return Portfolio

Rainier Large Cap Equity Portfolio

RCM Technology Portfolio

T. Rowe Price Mid Cap Growth Portfolio

Third Avenue Small Cap Value Portfolio

Turner Mid Cap Growth Portfolio

Van Kampen Comstock Portfolio

METROPOLITAN SERIES FUND, INC. (CLASS B OR, AS NOTED, CLASS E)

Metropolitan Series Fund, Inc. is a mutual fund with multiple portfolios.
MetLife Advisers, LLC (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 A for the names of the subadvisers.) The following
Class B or, as noted, Class E portfolios are available under the contract:

BlackRock Money Market Portfolio

Davis Venture Value Portfolio (Class E)

Harris Oakmark Focused Value Portfolio

Jennison Growth Portfolio

Met/Dimensional International Small Company Portfolio

MetLife Stock Index Portfolio

Western Asset Management U.S. Government Portfolio

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 Portfolio

MetLife Moderate Strategy Portfolio

MetLife Balanced Strategy Portfolio

MetLife Growth Strategy Portfolio

MetLife Aggressive Strategy Portfolio

MET INVESTORS SERIES TRUST - AMERICAN FUNDS 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 Moderate Allocation Portfolio

American Funds Balanced Allocation Portfolio

American Funds 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

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

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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 the fixed account and to or from any
investment portfolio, 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.

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

o If you have elected to add the Enhanced Death Benefit, GMIB Plus II, or
Lifetime Withdrawal Guarantee II rider to your contract, you may only make
transfers between certain investment portfolios. Please refer to the
section "Purchase-Investment Allocation Restrictions for Certain Riders."

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

For transfers during the accumulation phase, we have reserved the right to
restrict transfers to the fixed account if any one of the following conditions
exist:

o The credited interest rate is equal to the guaranteed minimum rate;

o Your account value in the fixed account equals or exceeds our published
maximum for fixed account contract values (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

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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 International, BlackRock High Yield, Clarion Global Real Estate,
Harris Oakmark International, Loomis Sayles Global Markets, Lord Abbett Bond
Debenture, Met/AIM Small Cap Growth, Met/Dimensional International Small
Company, MFS (Reg. TM) Emerging Markets Equity, MFS (Reg. TM) Research
International, and Third Avenue Small Cap Value 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.

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

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policies and procedures without exception, waiver, or special arrangement.

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

In addition, contract owners and other persons with interests in the contracts
should be aware that the purchase and redemption orders received by the
investment portfolios generally are "omnibus" orders from intermediaries, such
as retirement plans or separate accounts funding variable insurance contracts.
The omnibus orders reflect the aggregation and netting of multiple orders from
individual owners of variable insurance contracts and/or individual retirement
plan participants. The omnibus nature of these orders may limit the investment
portfolios in their ability to apply their frequent trading 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.

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 activities (even if an entire
omnibus order is rejected due to the market timing 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.

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.

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 dollar cost averaging programs. These transfers are made on a
date you select or, if you do not select a date, on the date that a
purchase payment (including Purchase Payment Credits applied to your
contract) or account value is allocated to the dollar cost averaging
program.

You can make subsequent purchase payments while you have an active DCA program
in effect, provided, however, that no amount will be allocated to the DCA
program without your express direction. (See "Purchase - Allocation of Purchase
Payments.") If you

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make such an addition to your existing DCA program, the DCA transfer amount
will not be increased; however, the number of months over which transfers are
made is increased, unless otherwise elected in writing. You can terminate the
program at any time, at which point transfers under the program will stop. This
program is not available if you have selected the GMIB Plus II rider, the
Lifetime Withdrawal Guarantee II rider, or the Enhanced Death Benefit rider.

2. ENHANCED DOLLAR COST AVERAGING PROGRAM (EDCA)

The Enhanced Dollar Cost Averaging (EDCA) Program allows you to
systematically transfer amounts from 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.

You can make subsequent purchase payments while you have an active EDCA account
in effect, provided, however, that no amount will be allocated to the EDCA
account without your express direction. (See "Purchase - Allocation of
Purchase Payments.") When a subsequent purchase payment is allocated by you to
your existing EDCA account we create "buckets" within your EDCA account.

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

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

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

(See Appendix B 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
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, 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.

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

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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. If you have selected the GMIB Plus II rider, the Lifetime
Withdrawal Guarantee II rider, or the Enhanced Death Benefit rider, the fixed
account is available for automatic rebalancing.

EXAMPLE:

Assume that you want your initial purchase payment split between 2
investment portfolios. You want 40% to be in the Lord Abbett Bond Debenture
Portfolio and 60% to be in the Legg Mason Partners 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
Partners Aggressive Growth Portfolio to increase those holdings to 60%.

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. Met Investors Advisory, LLC ("Met Investors Advisory"),
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 well diversified and was designed on established principles
of asset allocation and risk tolerance. Each portfolio will invest
substantially all of its assets in the Class A shares of other investment
portfolios of the Met Investors Series Trust or of the Metropolitan Series
Fund, Inc., which invest either in equity securities, fixed income securities
or cash equivalent money market securities, as applicable. Each portfolio has a
target allocation among the three types of asset classes (equity, fixed income
and cash/money market). Met Investors Advisory establishes specific target
investment percentages for the asset classes and the various components of each
asset category and then selects the underlying investment portfolios in which a
portfolio invests based on, among other things, the underlying investment
portfolios' investment objectives and policies, Met Investors Advisory's
investment process, its outlook for the economy, interest rates, financial
markets and historical performance of each underlying investment portfolio
and/or asset class. At least annually, Met Investors Advisory will evaluate
each portfolio's target allocation between equity and fixed income securities,
including the allocation among sub-classes of these asset classes, based on the
portfolio's risk profile. At the same time, Met Investors Advisory will also
consider whether to make changes to each portfolio's underlying investment
portfolio target. (See the fund prospectus for a description of each
portfolio's target allocation.)

Met Investors Advisory has hired an independent consultant to provide research
and consulting services with

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respect to the periodic asset allocation targets for each of the portfolios and
to investment in the underlying investment portfolios, which may assist Met
Investors Advisory in determining the underlying investment portfolios that may
be available for investment and with the selection of and allocation of each
portfolio's investments among the underlying investment portfolios. Met
Investors Advisory is responsible for paying the consulting fees.

DESCRIPTION OF THE AMERICAN FUNDS ASSET ALLOCATION PORTFOLIOS

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

AMERICAN FUNDS ASSET ALLOCATION PORTFOLIOS
------------------------------------------

American Funds Moderate Allocation Portfolio

American Funds Balanced Allocation Portfolio

American Funds Growth Allocation Portfolio

Each portfolio was designed on established principles of asset allocation and
risk tolerance. Each portfolio will invest substantially all of its assets in
the Class 1 shares of certain funds of American Funds Insurance Series (Reg.
TM) that invest either in equity securities, fixed income securities or cash
equivalent money market securities, as applicable. Each portfolio has a target
allocation among the three primary asset classes (equity, fixed income and
cash/money market). Met Investors Advisory establishes specific target
investment percentages for the asset classes and the various components of each
asset category and then selects the underlying investment portfolios in which a
portfolio invests based on, among other things, the underlying investment
portfolios' investment objectives, policies, investment process and portfolio
analytical and management personnel. Periodically, Met Investors Advisory will
evaluate each portfolio's allocation among equity, fixed income and cash,
inclusive of the exposure to various investment styles and asset sectors,
relative to each portfolio's risk profile. At the same time, Met Investors
Advisory will also consider whether to make changes with respect to the
underlying investment portfolios, such as selecting one or more new underlying
investment 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 Franklin Templeton, 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. Met Investors Advisory is the investment
manager of the Met/Franklin Templeton Founding Strategy Portfolio. Met
Investors Advisory 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 investment 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. Met
Investors Advisory 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). SSgA Funds Management, Inc. ("SSgA Funds Management"), the portfolios'
sub-adviser, establishes specific investment percentages for the asset classes
and then selects the underlying ETFs in which a portfolio invests based on,
among other things, the historical performance of each ETF and/or asset class,
future risk/

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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 ETFs reflects greater or lesser emphasis on growth of capital and
pursuing current income.

SSgA Funds Management will regularly review each portfolio's asset allocation
among equities, fixed income and cash/cash equivalents 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.)

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 1.45% 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

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accounting, valuation, regulatory and reporting services, as well as expenses
associated with marketing, sale and distribution of the contracts.

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

[Download Table]

Annual Step-Up Death Benefit 0.20%
Additional Death Benefit -
Earnings
Preservation Benefit 0.25%

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

If you select the Enhanced Death Benefit, and you are age 69 or younger at
issue, we will assess a charge during the accumulation phase equal to 0.65% of
the death benefit base. If you are age 70-75 at issue, we will assess a charge
during the accumulation phase equal to 0.90% of the death benefit base (see
"Death Benefit - Optional Death Benefit - Enhanced Death Benefit" for a
discussion of how the death benefit base is determined).

If your death benefit base is increased due to an Optional Step-Up, we may
reset the rider charge to a rate we shall determine that does not exceed the
Maximum Optional Step-Up Charge (1.50%), provided that this rate will not
exceed the rate currently applicable to 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) or if you begin to receive annuity payments at the
annuity date, a pro rata portion of the charge will be assessed based on the
number of months from the last contract anniversary to the date of withdrawal
or application to an annuity option. The 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.

If you elect both the Enhanced Death Benefit rider and the GMIB Plus II rider
(described below), the percentage charge for the Enhanced Death Benefit will be
reduced to 0.60% of the death benefit base if you are age 69 or younger at
issue and 0.85% of the death benefit base if you are age 70-75 at issue.

ACCOUNT FEE

During the accumulation phase, every contract year on your contract anniversary
(the anniversary of the date when your contract was issued), we will deduct $30
from your contract as an account fee for the prior contract year if your
account value is less than $50,000. If you make a complete withdrawal from your
contract, the full account fee will be deducted from the account value
regardless of the amount of your account value. During the accumulation phase,
the account fee is deducted pro rata from the investment portfolios. This
charge is for administrative expenses (see above). This charge cannot be
increased.

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

GUARANTEED MINIMUM INCOME

BENEFIT - RIDER CHARGE

We offer a Guaranteed Minimum Income Benefit ("GMIB") that you can select when
you purchase the contract. There are two different versions of the GMIB under
this contract: GMIB Plus II and GMIB II. Please check with your registered
representative regarding which versions of the GMIB are available in your
state.

If you select the GMIB Plus II 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 under the
GMIB Plus II rider, we may reset the rider charge to a rate we shall determine
that does not exceed the Maximum Optional Step-Up Charge (1.50%), provided that
this rate will not exceed the rate currently applicable to the same rider
available for new contract purchases at the time of the Optional Step-Up.

If you select the GMIB II rider, the charge is 0.75% of the income base at the
time the charge is assessed.

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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) or if you begin to receive annuity payments at the
annuity date, a pro rata portion of the rider charge will be assessed based on
the number of months from the last contract anniversary to the date of
withdrawal or application to an annuity option. The GMIB rider charge is
deducted from your account value pro rata from each investment portfolio, the
fixed account and the EDCA account in the ratio each portfolio/

account bears to your total account value. We take amounts from the investment
options that are part of the Separate Account by canceling accumulation units
from the Separate Account.

GUARANTEED WITHDRAWAL BENEFIT - RIDER CHARGE

We offer an optional Guaranteed Withdrawal Benefit ("GWB") that you can select
when you purchase the contract. There are two different versions of the GWB
under this contract: the Lifetime Withdrawal Guarantee II ("LWG II") rider and
the Enhanced Guaranteed Withdrawal Benefit ("Enhanced GWB") rider. Please check
with your registered representative regarding which versions of the GWB are
available in your state.

If you elect the Lifetime Withdrawal Guarantee II rider or the Enhanced GWB
rider, a charge is deducted from your account value during the accumulation
phase on each contract anniversary. The charge for the LWG II rider is equal to
0.85% (Single Life version) or 1.05% (Joint Life version) of the Total
Guaranteed Withdrawal Amount (see "Living Benefits - Guaranteed Withdrawal
Benefits -

Description of the Lifetime Withdrawal Guarantee II") on the applicable
contract anniversary, after applying any 7.25% Compounding Income Amount and
prior to taking into account any Automatic Annual Step-Up occurring on such
contract anniversary. The charge for the Enhanced GWB rider is equal to 0.55%
of the Guaranteed Withdrawal Amount (see "Living Benefits - Guaranteed
Withdrawal Benefits - Description of the Enhanced Guaranteed Withdrawal
Benefit") on the applicable contract anniversary, prior to taking into account
any Optional Reset occurring on such contract anniversary.

The rider charge for the Lifetime Withdrawal Guarantee II rider and the
Enhanced GWB rider 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. If you make a full withdrawal
(surrender) of your account value, you apply your account value to an annuity
option, there is a change in owners, joint owners or annuitants (if the owner
is a non-natural person), or the contract terminates (except for a termination
due to death), a pro rata portion of the rider charge will be assessed based on
the number of full months from the last contract anniversary to the date of the
change. If the LWG II rider or the Enhanced GWB rider is cancelled pursuant to
the cancellation provisions of each rider, a pro rata portion of the rider
charge will not be assessed based on the period from the most recent contract
anniversary to the date the cancellation takes effect.

If an Automatic Annual Step-Up occurs under the Lifetime Withdrawal Guarantee
II rider, we may reset the LWG II rider charge to a rate we shall determine
that does not exceed the Maximum Optional Step-Up Charge of 1.25% (Single Life
version) or 1.50% (Joint Life version), provided that this rate will not exceed
the rate currently applicable to the same rider available for new contract
purchases at the time of the step-up. If you elect an Optional Reset as
permitted under the Enhanced GWB rider, we may increase the rider charge to the
Enhanced GWB rider charge applicable to current contract purchases of the same
rider at the time of the reset, but to no more than a maximum of 1.00% of the
Guaranteed Withdrawal Amount.

If the Lifetime Withdrawal Guarantee II rider is in effect, the rider charge
will continue if your Remaining Guaranteed Withdrawal Amount (see "Living
Benefits -

Guaranteed Withdrawal Benefits - Description of the Lifetime Withdrawal
Guarantee II") equals zero. If the Enhanced GWB rider is in effect, the rider
charge will not continue if your Benefit Base (see "Living Benefits -
Guaranteed Withdrawal Benefits - Description of the Enhanced Guaranteed
Withdrawal Benefit") equals zero.

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 the purchase

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payment withdrawn. To determine if your withdrawal includes prior purchase
payments, 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; 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 will be assessed if prior purchase payments are withdrawn
pursuant to a request to divide the assets of a contract due to divorce.

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.

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 8
1 8
2 7
3 6
4 5
5 4
6 3
7 2
8 1
9 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
but only as 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.

REDUCTION OR ELIMINATION OF THE WITHDRAWAL CHARGE

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. This
waiver terminates on the annuity date. We will not accept additional payments
once this waiver is used. This rider may not be available in your state. (Check
with your registered representative regarding availability.)

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 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. This rider

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may not be available in your state. (Check with your registered representative
regarding availability.)

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 will deduct from the contract for any income taxes which we incur because of
the contract. At the present time, we are not 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 no earlier
than the first contract anniversary. Annuity payments must begin by the first
day of the calendar month following the annuitant's 90th birthday (this
requirement may be changed by us).

When you purchase the contract, the annuity date will be the first day of the
calendar month after the annuitant's 90th birthday. You can change the annuity
date at any time before the annuity date with 30 days prior notice to us.
However, 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 ELECTED
A LIVING BENEFIT RIDER SUCH AS A GUARANTEED WITHDRAWAL BENEFIT OR THE
GUARANTEED MINIMUM INCOME BENEFIT PLUS II, AND THE RIDER CONTINUES IN EFFECT AT
THE TIME OF ANNUITIZATION, ANNUITIZING YOUR CONTRACT TERMINATES THE RIDER,
INCLUDING ANY DEATH BENEFIT PROVIDED BY THE RIDER AND ANY GUARANTEED PRINCIPAL
ADJUSTMENT (FOR THE LIFETIME WITHDRAWAL GUARANTEE II OR THE GUARANTEED MINIMUM
INCOME BENEFIT PLUS II) THAT MAY ALSO BE PROVIDED BY THE RIDER. For a
Guaranteed Withdrawal Benefit rider where annuitization must occur no later
than age 95 of the annuitant, there are several annuity income options to
choose from during the annuity

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phase that you should be aware of. (See "Living Benefits - Guaranteed
Withdrawal Benefits and Annuitization.")

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.

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.

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

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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 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 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 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.

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 tax qualified and non-tax
qualified contracts.

In the event that you purchased the contract as a tax 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. If, as of the annuity calculation date,

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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 and the appropriate annuity option table. 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. Current annuity option rates for this class of
contract may be lower than rates for other contracts without a Purchase Payment
Credit.

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.")

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, GWB 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

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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 You must provide satisfactory evidence of terminal illness or confinement
to a nursing home if you would like to have the withdrawal charge waived.
(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.

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.)

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

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be required to provide additional information about you and your contract to
government regulators.

7. LIVING BENEFITS

OVERVIEW OF LIVING BENEFIT RIDERS

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

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

o Guaranteed Minimum Income Benefit Plus II (GMIB Plus II)

o Guaranteed Minimum Income Benefit II (GMIB II)

Our guaranteed income benefit riders 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.

Guaranteed Withdrawal Benefits
------------------------------

o Lifetime Withdrawal Guarantee II (LWG II)

o Enhanced Guaranteed Withdrawal Benefit (Enhanced GWB)

The Enhanced GWB rider is designed to guarantee that at least the entire amount
of purchase payments you make will be returned to you through a series of
withdrawals without annuitizing, regardless of investment performance, as long
as withdrawals in any contract year do not exceed the maximum amount allowed
under the rider.

With the LWG II rider, you get the same benefits, but in addition, if you make
your first withdrawal on or after the date you reach age 59 1/2, you are
guaranteed income without annuitizing for your life (and the life of your
spouse, if the Joint Life version of the rider was elected), even after the
entire amount of purchase payments has been returned.

GUARANTEED INCOME BENEFITS

At the time you buy the contract, you may elect a guaranteed income benefit
rider, called a Guaranteed Minimum Income Benefit (GMIB), for an additional
charge. Each version of these riders is designed to guarantee a predictable,
minimum level of fixed annuity payments, regardless of investment performance
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.

There are two versions of the GMIB available with this contract:

o GMIB Plus II

o GMIB II

Please check with your registered representative regarding which versions are
available in your state. You may not have this benefit and a GWB rider in
effect at the same time. Once elected, the rider cannot be terminated except as
discussed below.

FACTS ABOUT GUARANTEED INCOME BENEFIT RIDERS

INCOME BASE AND GMIB ANNUITY PAYMENTS. Under all versions of 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

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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. This
table is calculated based on the Annuity 2000 Mortality Table with a 7-year age
set back with interest of 1.5% per annum for GMIB Plus II and 2.5% per annum
for GMIB II. 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 law) your sex. For GMIB Plus II, 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 a 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 the owner is a natural person, the owner must be the annuitant.
If a non-natural person owns the contract, then 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 will be used to determine the income
base and GMIB annuity payments.

GMIB, QUALIFIED CONTRACTS AND DECEDENT CONTRACTS. The GMIB may have limited
usefulness in connection with a Qualified Contract, such as an IRA (see
"Federal Income Tax Status - Taxation of Qualified Contracts"), in
circumstances where, due to the ten-year waiting period after purchase (and,
for the GMIB Plus II, after an Optional Step-Up) the owner is unable to
exercise the rider until after the required beginning date of required minimum
distributions under the contract. In such event, required minimum distributions
received from the contract during the 10-year waiting period will have the
effect of reducing the income base either on a proportionate or dollar for
dollar basis, as the case may be. This may have the effect of reducing or
eliminating the value of annuity payments under the GMIB. You should consult
your tax adviser prior to electing a GMIB rider.

Additionally, the GMIB is not available for purchase by a beneficiary under a
decedent's Non-Qualified Contract (see "Federal Income Tax Status - Taxation of
Non-Qualified Contracts") or IRA (or where otherwise offered, under any other
contract which is being "stretched" by a beneficiary after the death of the
owner or after the death of the annuitant in certain cases). The GMIB benefit
may not be exercised until 10 years after purchase (and, for the GMIB Plus II,
after an Optional Step-Up), and the benefit provides guaranteed monthly fixed
income payments for life (or joint lives, if applicable), with payments
guaranteed for 10 years. However, the tax rules require distributions prior to
the end of the 10-year waiting period, commencing generally in the year after
the owner's death, and also prohibit payments for as long as the beneficiary's
life in certain circumstances.

(See Appendix C for examples of the GMIB.)

DESCRIPTION OF GMIB PLUS II

In states where approved, the GMIB Plus II rider is available only for owners
up through age 78, and you can only elect the GMIB Plus II at the time you
purchase the contract. THE GMIB PLUS II 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 ON OR FOLLOWING THE OWNER'S 90TH 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

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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.

(b) Annual Increase Amount: On the issue date, the "Annual Increase Amount" is
equal to your initial purchase payment. (For these purposes, all purchase
payments credited within 120 days of the date we issued the contract will
be treated as if they were received on the date we issue the contract.)
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 6% per year through the contract anniversary
on or following the owner's 90th birthday and 0% thereafter; and

(ii) is withdrawal adjustments accumulated at the annual increase rate.
Withdrawal adjustments in a contract year are determined according to
(1) or (2) as defined below:

(1) 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

(2) If total withdrawals in a contract year are 6% or less of the
Annual Increase Amount on the issue date or on the prior contract
anniversary after the first contract year, and if these
withdrawals are paid to you (or 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 (1) above and be treated as though the corresponding
withdrawals occurred at the end of that contract year.

(See section (1) of Appendix C for examples of the calculation of the
withdrawal adjustment.)

In determining the GMIB Plus II 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. For purposes of calculating the income base, Purchase Payment
Credits are not included.

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 6%
accumulation rate on the Annual Increase Amount. HOWEVER, RESETTING THE ANNUAL
INCREASE AMOUNT WILL INCREASE YOUR WAITING PERIOD FOR EXERCISING THE GMIB PLUS
II BY RESTARTING THE 10-YEAR WAITING PERIOD, AND WE MAY RESET THE GMIB PLUS II
RIDER CHARGE TO A RATE WE SHALL DETERMINE THAT DOES NOT EXCEED THE MAXIMUM
OPTIONAL STEP-UP CHARGE (1.50%), PROVIDED THAT THIS RATE WILL NOT EXCEED THE
RATE CURRENTLY APPLICABLE TO 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.

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

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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 GMIB Plus II 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 will:

(1) reset the Annual Increase Amount to the account value on the contract
anniversary following the receipt of an Optional Step-Up election;

(2) reset the GMIB Plus II waiting period to the tenth contract anniversary
following the date the Optional Step-Up took effect; and

(3) we may reset the GMIB Plus II rider charge to a rate we shall determine
that does not exceed the Maximum Optional Step-Up Charge (1.50%), provided
that this rate will not exceed the rate currently applicable to the same
rider available for new contract purchases at the time of the Optional
Step-Up.

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. If you elect the GMIB Plus II, there are
certain investment allocation restrictions. (See "Purchase - Investment
Allocation Restrictions for Certain Riders.") If you elect the GMIB Plus II,
you may not particpate 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.

For purposes of calculating the Guaranteed Principal Adjustment, Purchase
Payment Credits are not included.

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

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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, GMIB Plus II may not be appropriate for
you if you intend to make additional purchase payments after the 120-day period
and are purchasing the GMIB Plus II for this feature.

The Guaranteed Principal Adjustment will never be less than zero. IF THE
GUARANTEED PRINCIPAL OPTION IS EXERCISED, THE GMIB PLUS 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, and
the GMIB Plus II investment allocation restrictions, described above, will no
longer apply.

EXERCISING THE GMIB PLUS II RIDER. If you exercise the GMIB Plus II, you must
elect to receive annuity payments under one of the following fixed annuity
options:

(1) Life annuity with 10 years of annuity payments guaranteed. For
annuitization ages over 79, the guaranteed component of the life annuity is
reduced as follows:

[Download Table]

Age at Annuitization Guarantee Period
--------------------- -----------------

80 9
81 8
82 7
83 6
84 - 90 5

(2) Joint and last survivor annuity with 10 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 is
greater than 10 years. (See "Annuity Payments (The Income Phase).")

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

The GMIB Annuity Table is specified in the rider. This table is calculated
based on the Annuity 2000 Mortality Table with a 7-year age set back with
interest of 1.5% per annum for GMIB Plus II. 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 law) your sex. For GMIB Plus II, 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 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 Plus II
produces is less than the amount of annuity income that would be provided by
applying contract value on the annuity date to the then-current annuity
purchase rates, then you would have paid for a benefit that you did not use.

If you take a full withdrawal of your account value, your contract is
terminated by us due to its small account value and inactivity (see "Purchase -
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.

The GMIB purchase payout rates are enhanced under the following circumstances:

If:

o you take no withdrawals before your 62nd birthday;

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 10 years of
annuity payments guaranteed;

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then the annual annuity payments under the GMIB Plus II rider will equal or
exceed 6% of the Annual Increase Amount (calculated on the date the payments
are determined).

Alternatively, if:

o you take no withdrawals before your 60th birthday;

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 10 years of
annuity payments guaranteed;

then the annual annuity payments under the GMIB Plus II rider will equal or
exceed 5% of the Annual Increase Amount (calculated on the date the payments
are determined).

If you choose not to receive annuity payments as guaranteed under the GMIB Plus
II, you may elect any of the annuity options available under the contract.

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

a) The 30th day following the contract anniversary on or following your
90th birthday;

b) The date you make a complete withdrawal of your account value (if
there is any income base remaining, you will receive payments based
on the remaining income base);

c) The date you elect to receive annuity payments under the contract
and you do not elect to receive payments under the GMIB;

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, unless we agree
otherwise;

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

g) The date you assign your contract, subject to our administrative
procedures.

When the GMIB Plus II rider terminates, the corresponding GMIB Plus II rider
charge terminates and the GMIB Plus II investment allocation restrictions no
longer apply.

(See Appendix C for examples illustrating the operation of the GMIB Plus II.)

DESCRIPTION OF GMIB II

In states where approved, GMIB II is available only for owners up through age
75, and you can only elect GMIB II at the time you purchase the contract. GMIB
II 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 on or following
the owner's 85th birthday.

GMIB II is otherwise identical to the GMIB Plus II, with the following
exceptions:

(1) The additional charge for GMIB II is lower (see "Expenses-Guaranteed
Minimum Income Benefit-Rider Charge").

(2) The GMIB II Income Base is calculated as described above, except that, for
purposes of calculating the Annual Increase Amount:

a. the annual increase rate is 5% per year through the contract
anniversary on or following the owner's 85th birthday and 0%
thereafter, and

b. the amount of total withdrawal adjustments for a contract year as
calculated in paragraph (b)(ii)(2) of the "Income Base" section of
"Description of GMIB Plus II" above will be set equal to the dollar
amount of total withdrawals (including any applicable withdrawal
charge) in such contract year provided that such total withdrawals do
not exceed 5% of the Annual Increase Amount on the issue date or on
the prior contract anniversary after the first contract year.

(3) There is no Guaranteed Principal Option.

(4) There is no Optional Reset feature.

(5) If you exercise the GMIB II rider under the life annuity with 10 years of
annuity payments guaranteed option, the Guarantee Period is five years for
ages 84 - 85.

(6) The GMIB Annuity Table is the Annuity 2000 Mortality Table with a 7-year
age set back with interest

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of 2.5% per annum and GMIB purchase payout rates are not enhanced.

(7) The following replaces termination provision a), above:

The 30th day following the contract anniversary on or following your 85th
birthday.

(8) The following replaces termination provision d), above:

Death of the owner or joint owner (unless the spouse (age 84 or younger) is
the beneficiary and elects to continue the contract), or death of the
annuitant if a non-natural person owns the contract.

(9) The following replaces termination provision e), above:

A change for any reason of the owner or joint owner or the annuitant if a
non-natural person owns the contract.

(10) Termination provisions f) and g), above, do not apply.

(10) There are no limitations to how you may allocate your purchase payments and
account value among the investment portfolios, and you may participate in
the Dollar Cost Averaging (DCA) program.

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

GUARANTEED WITHDRAWAL BENEFITS

We offer optional Guaranteed Withdrawal Benefit (GWB) riders for an additional
charge. There are two Guaranteed Withdrawal Benefit riders available under this
contract:

o Lifetime Withdrawal Guarantee II (LWG II)

o Enhanced Guaranteed Withdrawal Benefit (Enhanced GWB)

Each of the Guaranteed Withdrawal Benefit riders guarantees that the entire
amount of purchase payments you make will be returned to you through a series
of withdrawals that you may begin taking immediately or at a later time,
provided withdrawals in any contract year do not exceed the maximum amount
allowed. This means that, regardless of negative investment performance, you
can take specified annual withdrawals until the entire amount of the purchase
payments you made during the time period specified in your rider has been
returned to you. Moreover, if you make your first withdrawal on or after the
date you reach age 59 1/2, the Lifetime Withdrawal Guarantee II rider
guarantees income, without annuitizing the contract, for your life (and the
life of your spouse, if the Joint Life version of the rider was elected, and
your spouse elects to continue the contract and is at least age 59 1/2 at
continuation), even after the entire amount of purchase payments has been
returned. (See "Description of the Lifetime Withdrawal Guarantee II" below.)

If you purchase a Guaranteed Withdrawal Benefit rider, you must elect one
version at the time you purchase the contract, prior to age 81. Please check
with your registered representative regarding which version(s) are available in
your state. You may not have this benefit and a GMIB rider or the Enhanced
Death Benefit rider in effect at the same time. Once elected, these riders may
not be terminated except as stated below.

FACTS ABOUT GUARANTEED WITHDRAWAL BENEFIT RIDERS

MANAGING WITHDRAWALS. The GWB guarantee may be reduced if your annual
withdrawals are greater than the maximum amount allowed, called the Annual
Benefit Payment, which is described in more detail below. The GWB does not
establish or guarantee an account value or minimum return for any investment
portfolio. THE BENEFIT BASE (AS DESCRIBED BELOW) UNDER THE ENHANCED GWB, AND
THE REMAINING GUARANTEED WITHDRAWAL AMOUNT (AS DESCRIBED BELOW) UNDER THE
LIFETIME WITHDRAWAL GUARANTEE II, CANNOT BE TAKEN AS A LUMP SUM. (However, if
you cancel the LWG II rider after a waiting period of at least fifteen years,
the Guaranteed Principal Adjustment will increase your account value to the
purchase payments credited within the first 120 days of the date that we issue
the contract, reduced proportionately for any withdrawals. See "Description of
the Lifetime Withdrawal Guarantee II-Cancellation and Guaranteed Principal
Adjustment" below.) Income taxes and penalties may apply to your withdrawals,
and withdrawal charges may apply to withdrawals during the first contract year
unless you take the necessary steps to elect to take such withdrawals under a
Systematic Withdrawal Program. Withdrawal charges will also apply to
withdrawals of purchase payments that exceed the free withdrawal amount. (See
"Expenses-Withdrawal Charge.")

IF IN ANY CONTRACT YEAR YOU TAKE CUMULATIVE WITHDRAWALS THAT EXCEED THE ANNUAL
BENEFIT PAYMENT, THE TOTAL PAYMENTS THAT THE GWB GUARANTEES THAT YOU OR YOUR
BENEFICIARY WILL RECEIVE FROM THE CONTRACT OVER TIME MAY BE LESS THAN THE
INITIAL GUARANTEED WITHDRAWAL AMOUNT (TOTAL GUARANTEED WITHDRAWAL AMOUNT FOR
THE

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LIFETIME WITHDRAWAL GUARANTEE II RIDER). THIS REDUCTION MAY BE SIGNIFICANT AND
MEANS THAT RETURN OF YOUR PURCHASE PAYMENTS MAY BE LOST. THE GWB RIDER CHARGE
WILL CONTINUE TO BE DEDUCTED AND CALCULATED BASED ON THE GUARANTEED WITHDRAWAL
AMOUNT (TOTAL GUARANTEED WITHDRAWAL AMOUNT FOR THE LWG II RIDER) UNTIL
TERMINATION OF THE RIDER.

For purposes of calculating the Guaranteed Withdrawal Amount or the Total
Guaranteed Withdrawal Amount (for the Lifetime Withdrawal Guarantee II),
Purchase Payment Credits are not included.

RIDER CHARGES. If the Lifetime Withdrawal Guarantee II rider is in effect, we
will continue to assess the GWB rider charge even in the case where your
Remaining Guaranteed Withdrawal Amount, as described below, equals zero.
However, if the Enhanced GWB rider is in effect, we will not continue to assess
the GWB rider charge if your Benefit Base, as described below, equals zero.

WITHDRAWAL CHARGE. We will apply a withdrawal charge to withdrawals from
purchase payments of up to 8% of purchase payments taken in the first nine
years following receipt of the applicable purchase payment. (See "Expenses -
Withdrawal Charge - Free Withdrawal Amount" and "Access to Your Money -
Systematic Withdrawal Program.")

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

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

GWB, LIFETIME WITHDRAWAL GUARANTEE AND DECEDENT CONTRACTS. The Lifetime
Withdrawal Guarantee is not available for purchase under a decedent's
Non-Qualified Contract (see "Federal Income Tax Status - Taxation of
Non-Qualified Contracts") or IRA (or where otherwise offered, under any other
contract which is being "stretched" by a beneficiary after the death of the
owner or after the death of the annuitant in certain cases). Under the tax
rules, such contracts generally require distributions to commence in accordance
with tax regulations by the end of the calendar year following the year of the
owner's death. However, these required distributions can in certain
circumstances exceed the Annual Benefit Payment, and any such excess will have
the effect of reducing the lifetime payments under the Lifetime Withdrawal
Guarantee.

Note that the Enhanced GWB rider is not available for purchase by a beneficiary
under a decedent's Non-Qualified Contract.

(See Appendix D for examples of the GWB.)

DESCRIPTION OF THE LIFETIME WITHDRAWAL GUARANTEE II

TOTAL GUARANTEED WITHDRAWAL AMOUNT. While the Lifetime Withdrawal Guarantee II
rider is in effect, we guarantee that you will receive a minimum amount over
time. We refer to this minimum amount as the TOTAL GUARANTEED WITHDRAWAL
AMOUNT. The initial Total Guaranteed Withdrawal Amount is equal to your initial
purchase payment. We increase the Total Guaranteed Withdrawal Amount (up to a
maximum of $10,000,000) by each additional purchase payment. If you take a
withdrawal that does not exceed the Annual Benefit Payment (see "Annual Benefit
Payment" below), then we will not reduce the Total Guaranteed Withdrawal
Amount. We refer to this type of withdrawal as a Non-Excess Withdrawal. IF,
HOWEVER, YOU TAKE A WITHDRAWAL THAT RESULTS IN CUMULATIVE WITHDRAWALS FOR THE
CURRENT CONTRACT YEAR THAT EXCEED THE ANNUAL BENEFIT PAYMENT, THEN WE WILL
REDUCE THE TOTAL GUARANTEED WITHDRAWAL AMOUNT IN THE SAME PROPORTION THAT THE
ENTIRE WITHDRAWAL (INCLUDING ANY APPLICABLE WITHDRAWAL CHARGES) REDUCED THE
ACCOUNT VALUE. WE REFER TO THIS TYPE OF WITHDRAWAL AS AN EXCESS WITHDRAWAL.

REMAINING GUARANTEED WITHDRAWAL AMOUNT. The REMAINING GUARANTEED WITHDRAWAL
AMOUNT is the remaining amount you are guaranteed to receive over time. We
increase the Remaining Guaranteed Withdrawal Amount (up to a maximum of
$10,000,000) by additional

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purchase payments. If you take a Non-Excess Withdrawal, we will decrease the
Remaining Guaranteed Withdrawal Amount by the amount of the Non-Excess
Withdrawal (including any applicable withdrawal charges). IF, HOWEVER, YOU TAKE
AN EXCESS WITHDRAWAL, THEN WE WILL REDUCE THE REMAINING GUARANTEED WITHDRAWAL
AMOUNT IN THE SAME PROPORTION THAT THE WITHDRAWAL (INCLUDING ANY APPLICABLE
WITHDRAWAL CHARGES) REDUCES THE ACCOUNT VALUE.

7.25% COMPOUNDING INCOME AMOUNT. On each contract anniversary until the earlier
of: (a) the date of the second withdrawal from the contract or (b) the tenth
contract anniversary, we increase the Total Guaranteed Withdrawal Amount and
the Remaining Guaranteed Withdrawal Amount by an amount equal to 7.25%
multiplied by the Total Guaranteed Withdrawal Amount and Remaining Guaranteed
Withdrawal Amount before such increase (up to a maximum of $10,000,000). We may
also increase the Total Guaranteed Withdrawal Amount and Remaining Guaranteed
Withdrawal Amount by the Automatic Annual Step-Up (discussed below), if that
would result in a higher Total Guaranteed Withdrawal Amount and Remaining
Guaranteed Withdrawal Amount.

ANNUAL BENEFIT PAYMENT. The initial ANNUAL BENEFIT PAYMENT is equal to the
initial Total Guaranteed Withdrawal Amount multiplied by the 5% Withdrawal Rate
(6% Withdrawal Rate if you make your first withdrawal on or after the date you
reach age 76). If the Total Guaranteed Withdrawal Amount is later recalculated
(for example, because of additional purchase payments, the 7.25% Compounding
Income Amount, the Automatic Annual Step-Up, or Excess Withdrawals), the Annual
Benefit Payment is reset equal to the new Total Guaranteed Withdrawal Amount
multiplied by the 5% Withdrawal Rate (6% Withdrawal Rate if you make your first
withdrawal on or after the date you reach age 76).

IT IS IMPORTANT TO NOTE:

o If you take your first withdrawal before the date you reach age 59 1/2, we
will continue to pay the Annual Benefit Payment each year until the
Remaining Guaranteed Withdrawal Amount is depleted, even if your account
value declines to zero. This means if your account value is depleted due to
a Non-Excess Withdrawal or the deduction of the rider charge, and your
Remaining Guaranteed Withdrawal Amount is greater than zero, we will pay
you the remaining Annual Benefit Payment, if any, not yet withdrawn during
the contract year that the account value was depleted, and beginning in the
following contract year, we will continue paying the Annual Benefit Payment
to you each year until your Remaining Guaranteed Withdrawal Amount is
depleted. This guarantees that you will receive your purchase payments
regardless of market performance so long as you do not take Excess
Withdrawals; however, you will not be guaranteed income for the rest of
your life.

o If you take your first withdrawal on or after the date you reach age 59
1/2, we will continue to pay the Annual Benefit Payment each year for the
rest of your life (and the life of your spouse, if the Joint Life version
of the rider was elected, and your spouse elects to continue the contract
and is at least age 59 1/2 at continuation), even if your Remaining
Guaranteed Withdrawal Amount and/or account value declines to zero. This
means if your Remaining Guaranteed Withdrawal Amount and/or your account
value is depleted due to a Non-Excess Withdrawal or the deduction of the
rider charge, we will pay to you the remaining Annual Benefit Payment, if
any, not yet withdrawn during that contract year that the account value was
depleted, and beginning in the following contract year, we will continue
paying the Annual Benefit Payment to you

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each year for the rest of your life (and your spouse's life, if the Joint
Life version of the rider was elected, and your spouse elects to continue
the contract and is at least age 59 1/2 at continuation). Therefore, you
will be guaranteed income for life.

o If you take your first withdrawal on or after the date you reach age 76,
your Annual Benefit payment will be set equal to a 6% Withdrawal Rate
multiplied by the Total Guaranteed Withdrawal Amount.

o IF YOU HAVE ELECTED THE LWG II, YOU SHOULD CAREFULLY CONSIDER WHEN TO BEGIN
TAKING WITHDRAWALS. IF YOU BEGIN TAKING WITHDRAWALS TOO SOON, YOU MAY LIMIT
THE VALUE OF THE LWG II. FOR EXAMPLE, WE NO LONGER INCREASE YOUR TOTAL
GUARANTEED WITHDRAWAL AMOUNT BY THE 7.25% COMPOUNDING INCOME AMOUNT ONCE
YOU MAKE YOUR SECOND WITHDRAWAL. HOWEVER, IF YOU DELAY TAKING WITHDRAWALS
FOR TOO LONG, YOU MAY LIMIT THE NUMBER OF YEARS AVAILABLE FOR YOU TO TAKE
WITHDRAWALS IN THE FUTURE (DUE TO LIFE EXPECTANCY) AND YOU MAY BE PAYING
FOR A BENEFIT YOU ARE NOT USING.

o At any time during the accumulation phase, you can elect to annuitize under
current annuity rates in lieu of continuing the LWG II rider. Your contract
must be annuitized when the annuitant attains age 95, unless your contract
is held through a custodial account. Annuitization may provide higher
income amounts if the current annuity option rates applied to the Adjusted
Contract Value on the Annuity Date exceed the payments under the LWG II
rider. Also, income amounts provided by annuitizing under current annuity
rates may be higher due to different tax treatment of this income compared
to the tax treatment of the payments received under the LWG II rider. (See
"Living Benefits - Guaranteed Withdrawal Benefits and Annuitization" and
"Federal Income Tax Status - Withdrawals.")

MANAGING YOUR WITHDRAWALS. It is important that you carefully manage your
annual withdrawals. To retain the full guarantees of this rider, your annual
withdrawals cannot exceed the Annual Benefit Payment each contract year. In
other words, you should not take Excess Withdrawals. We do not include
withdrawal charges for the purpose of calculating whether you have made an
Excess Withdrawal. IF YOU DO TAKE AN EXCESS WITHDRAWAL, WE WILL RECALCULATE THE
TOTAL GUARANTEED WITHDRAWAL AMOUNT AND REDUCE THE ANNUAL BENEFIT PAYMENT TO THE
NEW TOTAL GUARANTEED WITHDRAWAL AMOUNT MULTIPLIED BY THE 5% WITHDRAWAL RATE (6%
WITHDRAWAL RATE IF YOU MAKE YOUR FIRST WITHDRAWAL ON OR AFTER THE DATE YOU
REACH AGE 76).

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

You can always take Non-Excess Withdrawals. However, if you choose to receive
only a part of your Annual Benefit Payment in any given contract year, your
Annual Benefit Payment is not cumulative and your Remaining Guaranteed
Withdrawal Amount and Annual Benefit Payment will not increase. For example,
since your Annual Benefit Payment is 5% of your Total Guaranteed Withdrawal
Amount (or 6% if you make your first withdrawal on or after the date you reach
age 76), you cannot withdraw 3% of the Total Guaranteed Withdrawal Amount in
one year and then withdraw 7% of the Total Guaranteed Withdrawal Amount the
next year without making an Excess Withdrawal in the second year.

AUTOMATIC ANNUAL STEP-UP. On each contract anniversary prior to the owner's
91st birthday, an Automatic Annual Step-Up will occur, provided that the
account value exceeds the Total Guaranteed Withdrawal Amount (after
compounding) immediately before the step-up (and provided that you have not
chosen to decline the step-up as described below).

The Automatic Annual Step-Up will:

o reset the Total Guaranteed Withdrawal Amount and the Remaining Guaranteed
Withdrawal Amount to the account value on the date of the step-up, up to a

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maximum of $10,000,000, regardless of whether or not you have taken any
withdrawals.

o reset the Annual Benefit Payment equal to 5% of the Total Guaranteed
Withdrawal Amount after the step-up (or 6% if you make your first
withdrawal on or after the date you reach age 76); and

o reset the LWG II rider charge to a rate we shall determine that does not
exceed the maximum charge of 1.25% (Single Life version) or 1.50% (Joint
Life version), provided that this rate will not exceed the rate currently
applicable to the same rider available for new contract purchases at the
time of the step-up.

In the event that the charge applicable to contract purchases at the time of
the step-up is higher than your current LWG II rider charge, we will notify you
in writing a minimum of 30 days in advance of the applicable contract
anniversary and inform you that you may choose to decline the Automatic Annual
Step-Up. If you choose to decline the Automatic Annual Step-Up, you must notify
us in accordance with our Administrative Procedures (currently we require you
to submit your request in writing to our Annuity Service Center no less than
seven calendar days prior to the applicable contract anniversary). Once you
notify us of your decision to decline the Automatic Annual Step-Up, you will no
longer be eligible for future Automatic Annual Step-Ups until you notify us in
writing to our Annuity Service Center that you wish to reinstate the step-ups.
This reinstatement will take effect at the next contract anniversary after we
receive your request for reinstatement. Please note that the Automatic Annual
Step-Up may be of limited benefit if you intend to make purchase payments that
would cause your account value to approach $10,000,000, because the Total
Guaranteed Withdrawal Amount and Remaining Guaranteed Withdrawal Amount cannot
exceed $10,000,000.

REQUIRED MINIMUM DISTRIBUTIONS. For IRAs and other contracts subject to Section
401(a)(9) of the Internal Revenue Code, you may be required to take withdrawals
to fulfill minimum distribution requirements generally beginning at age 70 1/2.
These required distributions may be larger than your Annual Benefit Payment. If
you enroll in the Automated Required Minimum Distribution program and elect
annual withdrawals, after the first contract year, we will increase your Annual
Benefit Payment to equal your most recently calculated required minimum
distribution amount, if such amount is greater than your Annual Benefit
Payment. Otherwise, any cumulative withdrawals you make to satisfy your
required minimum distribution amount will be treated as Excess Withdrawals if
they exceed your Annual Benefit Payment. YOU MUST BE ENROLLED IN THE AUTOMATED
REQUIRED MINIMUM DISTRIBUTION PROGRAM TO QUALIFY FOR THIS INCREASE IN THE
ANNUAL BENEFIT PAYMENT. THE FREQUENCY OF YOUR WITHDRAWALS MUST BE ANNUAL. THE
AUTOMATED REQUIRED MINIMUM DISTRIBUTION PROGRAM IS BASED ON INFORMATION
RELATING TO THIS CONTRACT ONLY. To enroll in the Automated Required Minimum
Distribution program, please contact our Annuity Service Center.

INVESTMENT ALLOCATION RESTRICTIONS. If you elect the LWG II rider, there are
certain investment allocation restrictions. Please see "Purchase - Investment
Allocation Restrictions for Certain Riders" above.

JOINT LIFE VERSION. A Joint Life version of the LWG II rider is available for a
charge of 1.05% (which may increase upon an Automatic Annual Step-Up to a
maximum of 1.50%). Like the Single Life version of the LWG II rider, the Joint
Life version must be elected at the time you purchase the contract, and the
owner (or oldest joint owner) must be age 85 or younger. Under the Joint Life
version, when the owner of the contract dies (or when the first joint owner
dies), the LWG II rider will automatically remain in effect only if the spouse
is the primary beneficiary and elects to continue the contract under the
spousal continuation provisions. (See "Death Benefit-Spousal Continuation.")
This means that if you purchase the Joint Life version and subsequently get
divorced, or your spouse is no longer the primary beneficiary at the time of
your death, he or she will not be eligible to receive payments under the LWG II
rider. If the spouse is younger than age 59 1/2 when he or she elects to
continue the contract, the spouse will receive the Annual Benefit Payment each
year until the Remaining Guaranteed Withdrawal Amount is depleted. If the
spouse is age 59 1/2 or older when he or she elects to continue the contract,
the spouse will receive the Annual Benefit Payment each year for the remainder
of his or her life. In situations in which a trust is both the owner and
beneficiary of the contract, the Joint Life version of the LWG II would not
apply. In addition, because of the definition of "spouse" under federal law, a
purchaser who has or is contemplating a civil union should note that a civil
union partner would not be

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able to receive continued payments after the death of the contract owner under
the Joint Life version of the LWG II.

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

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

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

(b) is the account value on the date of cancellation.

The Guaranteed Principal Adjustment will be added to each applicable investment
portfolio in the ratio the portion of the account value in such investment
portfolio bears to the total account value in all investment portfolios. The
Guaranteed Principal Adjustment will never be less than zero.

Only purchase payments made during the first 120 days that you hold the
contract are taken into consideration in determining the Guaranteed Principal
Adjustment. Contract owners who anticipate making purchase payments after 120
days should understand that such payments will not increase the Guaranteed
Principal Adjustment. Purchase payments made after 120 days are added to your
account value and impact whether or not a benefit is due. Therefore, the LWG II
may not be appropriate for you if you intend to make additional purchase
payments after the 120-day period and are purchasing the LWG II for its
Guaranteed Principal Adjustment feature.

TERMINATION OF THE LIFETIME WITHDRAWAL GUARANTEE II RIDER. The Lifetime
Withdrawal Guarantee II rider will terminate upon the earliest of:

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

(2) the date all of the account value is applied to an annuity option (a pro
rata portion of the rider charge will be assessed);

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

(4) death of the owner or joint owner (or the annuitant if the owner is a
non-natural person), except where the contract is issued under the Joint
Life version of the Lifetime Withdrawal Guarantee, the primary beneficiary
is the spouse, and the spouse elects to continue the contract under the
spousal continuation provisions of the contract;

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

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

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

(8) the date you assign your contract, subject to our administrative
procedures.

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Once the rider is terminated, the LWG II rider charge will no longer be
deducted and the LWG II investment allocation restrictions will no longer
apply.

ADDITIONAL INFORMATION. The LWG II rider may affect the death benefit available
under your contract. If the owner or joint owner should die while the LWG II
rider is in effect, an alternate death benefit amount will be calculated under
the LWG II rider that can be taken in a lump sum. The LWG II death benefit
amount that may be taken as a lump sum will be equal to total purchase payments
less any partial withdrawals (deducted on a dollar-for-dollar basis). If this
death benefit amount is greater than the death benefit provided by your
contract, and if you made no Excess Withdrawals, then this death benefit amount
will be paid instead of the death benefit provided by the contract. All other
provisions of your contract's death benefit will apply.

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

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

DESCRIPTION OF THE ENHANCED GUARANTEED WITHDRAWAL BENEFIT

BENEFIT BASE. The Guaranteed Withdrawal Amount is the maximum TOTAL amount of
money that you are guaranteed to receive over time under the Enhanced GWB
rider. At issue, the Guaranteed Withdrawal Amount and the Benefit Base are both
equal to your initial purchase payment plus the GWB Bonus Amount. At any
subsequent point in time, the BENEFIT BASE is the remaining amount of money
that you are guaranteed to receive through withdrawals under the Enhanced GWB
rider. Your Benefit Base will change with each purchase payment, or as the
result of an Optional Reset. Also, each withdrawal will reduce your Benefit
Base. If negative investment performance reduces your account value below the
Benefit Base, you are still guaranteed to be able to withdraw the entire amount
of your Benefit Base.

The Benefit Base is equal to:

o Your initial purchase payment, increased by the 5% GWB Bonus Amount;

o Increased by each subsequent purchase payment, and by the 5% GWB Bonus
Amount;

o Reduced dollar for dollar by Benefits Paid, which are withdrawals and
amounts applied to an annuity option

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(currently, you may not apply amounts less than your entire account value
to an annuity option); and

o If a Benefit Paid from your contract is not payable to the contract owner
or the contract owner's bank account (or to the annuitant or the
annuitant's bank account, if the owner is a non-natural person), or results
in cumulative Benefits Paid for the current contract year exceeding the
Annual Benefit Payment, and the resulting Benefit Base exceeds the account
value, an additional reduction in the Benefit Base will be made. This
additional reduction will be equal to the difference between the Benefit
Base and your account value after the decrease for the Benefits Paid. The
Benefit Base will also be reset as a result of an Optional Reset as
described below.

(See section D of Appendix D for examples of how withdrawals affect the Benefit
Base.)

ANNUAL BENEFIT PAYMENT. The ANNUAL BENEFIT PAYMENT is the maximum amount of
your Benefit Base you may withdraw each contract year without adversely
impacting the amount guaranteed to be available to you through withdrawals over
time. The initial Annual Benefit Payment is equal to the initial Benefit Base
multiplied by the GWB WITHDRAWAL RATE (7%). The Annual Benefit Payment is reset
after each subsequent purchase payment to the greater of: (1) the Annual
Benefit Payment before the subsequent purchase payment, and (2) the GWB
Withdrawal Rate multiplied by the Benefit Base after the subsequent purchase
payment. The Annual Benefit Payment will also be reset as a result of an
Optional Reset as described below. You can continue to receive annual
withdrawals in an amount equal to or less than your Annual Benefit Payment
until your Benefit Base is depleted.

MANAGING YOUR WITHDRAWALS. It is important that you carefully manage your
annual withdrawals. To retain the guarantees of this rider, your annual
withdrawals cannot exceed the Annual Benefit Payment each contract year. If a
withdrawal from your contract does result in annual withdrawals during a
contract year exceeding the Annual Benefit Payment, or if the withdrawal is not
payable to the contract owner or the contract owner's bank account (or to the
annuitant or the annuitant's bank account, if the owner is a non-natural
person), the Annual Benefit Payment will be recalculated and may be reduced.
The new Annual Benefit Payment will equal the lower of (1) the Annual Benefit
Payment before the withdrawal and (2) your account value after the decrease for
the withdrawal (including any applicable withdrawal charge) multiplied by the
GWB Withdrawal Rate. This reduction may be significant. Furthermore, because
the GWB rider charge is assessed as a percentage of the Guaranteed Withdrawal
Amount, any decrease of the Annual Benefit Payment caused by an excess
withdrawal results in an increase in the cost of the rider relative to the
benefits you will receive.

(See sections E and F of Appendix D for examples of how withdrawals and
subsequent purchase payments affect the Annual Benefit Payment.)

You can always take annual withdrawals less than the Annual Benefit Payment.
However, if you choose to receive only a part of, or none of, your Annual
Benefit Payment in any given contract year, your Annual Benefit Payment is not
cumulative and your Benefit Base and Annual Benefit Payment will not increase.
For example, if your Annual Benefit Payment is 7% of your Benefit Base and you
withdraw only 4% one year, you cannot then withdraw 10% the next year without
exceeding your Annual Benefit Payment.

GUARANTEED WITHDRAWAL AMOUNT. We assess the GWB rider charge as a percentage of
the GUARANTEED

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WITHDRAWAL AMOUNT, which is initially set at an amount equal to your initial
purchase payment plus the GWB Bonus Amount. The Guaranteed Withdrawal Amount
may increase with subsequent purchase payments. In this case, the Guaranteed
Withdrawal Amount will be reset equal to the greater of: (1) the Guaranteed
Withdrawal Amount before the purchase payment and (2) the Benefit Base after
the purchase payment. Withdrawals do not decrease the Guaranteed Withdrawal
Amount. The Guaranteed Withdrawal Amount will also be reset as a result of an
Optional Reset as described below. If your Guaranteed Withdrawal Amount
increases, the amount of the Enhanced GWB rider charge we deduct will increase
because the rider charge is a percentage of your Guaranteed Withdrawal Amount.

OPTIONAL RESET. At any contract anniversary prior to the 86th birthday of the
owner (or oldest joint owner or annuitant if the contract is owned by a
non-natural person), you may elect an Optional Reset. The purpose of an
Optional Reset is to "lock-in" a higher Benefit Base, which may increase the
amount of the Annual Benefit Payment and lengthen the period of time over which
these withdrawals can be taken. We reserve the right to prohibit an Optional
Reset election if we no longer offer this benefit.

An Optional Reset will:

o Reset your Guaranteed Withdrawal Amount and Benefit Base equal to the
account value on the date of the reset;

o Reset your Annual Benefit Payment equal to the account value on the date of
the reset multiplied by the GWB Withdrawal Rate (7%); and

o Reset the Enhanced GWB rider charge equal to the then current level we
charge for the same rider at the time of the reset, up to the maximum
charge of 1.00%.

You may elect either a one-time Optional Reset or Automatic Annual Resets. A
one-time Optional Reset is permitted only if: (1) your account value is larger
than the Benefit Base immediately before the reset, and (2) the reset occurs
prior to the 86th birthday of the owner (or oldest joint owner or annuitant if
the contract is owned by a non-natural person).

We must receive your request for a one-time Optional Reset in accordance with
our administrative procedures (currently we require you to submit your request
in writing to our Annuity Service Center) before the applicable contract
anniversary. The Optional Reset will take effect on the next contract
anniversary following our receipt of your written request.

If you elect Automatic Annual Resets, a reset will occur automatically on any
contract anniversary if: (1) your account value is larger than the Guaranteed
Withdrawal Amount immediately before the reset, and (2) the contract
anniversary is prior to the 86th birthday of the owner (or oldest joint owner
or annuitant if the contract is owned by a non-natural person). The same
conditions will apply to each Automatic Annual Reset.

In the event that the charge applicable to contract purchases at the time of
the Automatic Annual Reset is higher than your current Enhanced GWB rider
charge, we will notify you in writing a minimum of 30 days in advance of the
applicable contract anniversary and inform you that you may choose to decline
the Automatic Annual Reset. You may discontinue Automatic Annual Resets by
notifying us in writing, at our Annuity Service Center (or by any other method
acceptable to us), prior to the contract anniversary on which a reset may
otherwise occur. If you discontinue the Automatic Annual Resets, no reset will
occur automatically on any subsequent contract anniversary unless you make a
new election under the terms described above. (If you discontinue Automatic
Annual Resets, the Enhanced GWB rider (and the rider charge) will continue, and
you may choose to elect a one-time Optional Reset or reinstate Automatic Annual
Resets.)

It is possible to elect a one-time Optional Reset when the account value is
larger than the Benefit Base but smaller than the Guaranteed Withdrawal Amount.
(By contrast, an Automatic Annual Reset will never occur if the the account
value is smaller than the Guaranteed Withdrawal Amount.) If you elect a
one-time Optional Reset when the account value before the reset was less than
the Guaranteed Withdrawal Amount, you would lock in a higher Benefit Base but
decrease the Annual Benefit Payment and the Guaranteed Withdrawal Amount.
Therefore, generally it may be beneficial to elect a one-time Optional Reset
only if your account value exceeds your Guaranteed Withdrawal Amount.

Any benefit of a one-time Optional Reset or Automatic Annual Reset also depends
on the current Enhanced GWB rider charge. If the current charge in effect at
the time of the reset is higher than the charge you are paying, it may not be
beneficial to elect a reset because we will begin

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applying the higher current charge at the time of the reset (even if a one-time
Optional Reset results in a decrease of your Annual Benefit Payment and/or your
Guaranteed Withdrawal Amount).

CANCELLATION OF THE ENHANCED GWB RIDER. You may elect to cancel the Enhanced
GWB rider in accordance with our Administrative Procedures (currently we
require you to submit your cancellation request in writing to our Annuity
Service Center) during the 90-day period following your fifth contract
anniversary. Such cancellation will take effect upon our receipt of your
request. If cancelled, the Enhanced GWB rider will terminate and we will no
longer deduct the Enhanced GWB rider charge. The variable annuity contract,
however, will continue. If you cancel the Enhanced GWB rider, you may not
re-elect it.

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

(1) the date you make a full withdrawal of your account value;

(2) the date you apply all of your account value to an annuity option;

(3) the date there are insufficient funds to deduct the Enhanced GWB rider
charge from your account value (whatever account value is available will be
applied to pay the annual Enhanced GWB rider charge);

(4) the date we receive due proof of the owner's death and a beneficiary claim
form, except where the beneficiary or joint owner is the spouse of the
owner and the spouse elects to continue the contract and the spouse is less
than 85 years old, or the annuitant dies if the owner is a non-natural
person; note: (a) if the spouse elects to continue the contract (so long as
the spouse is less than 85 years old and the Enhanced GWB rider is in
effect at the time of continuation), all terms and conditions of the
Enhanced GWB rider will apply to the surviving spouse; and (b) we will not
terminate the rider until we receive both due proof of the owner's death
and a beneficiary claim form (from certain beneficiaries, such as a trust,
we may require additional information, such as the trust document), which
means we will continue to deduct the Enhanced GWB rider charge until we
receive this information;

(5) a change of the owner or joint owner (or the annuitant if the owner is a
non-natural person) for any reason;

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

(7) the termination of your contract.

ADDITIONAL INFORMATION. If you take a full withdrawal of your account value and
the withdrawal does not exceed the Annual Benefit Payment, or your account
value is reduced to zero because you do not have a sufficient account value to
pay the Enhanced GWB rider charge and your Benefit Base after the withdrawal is
greater than zero, we will commence making payments to the owner or joint owner
(or to the annuitant if the owner is a non-natural person) on a monthly basis
(or any mutually agreed upon frequency, but not less frequently than annually)
until the Benefit Base is exhausted. Your withdrawal rights then come to an
end. Currently, there is no minimum dollar amount for the payments; however, we
reserve the right to accelerate any payment, in a lump sum, that is less than
$500 (see below). The total annual payments cannot exceed the Annual Benefit
Payment, except to the extent required under the Internal Revenue Code. If you
or the joint owner (or the annuitant if the owner is a non-natural person)
should die while these payments are being made, your beneficiary will receive
these payments. No other death benefit will be paid.

If the owner or joint owner (or the annuitant if the owner is a non-natural
person) should die while the Enhanced GWB rider is in effect, your beneficiary
may elect to receive the Benefit Base as a death benefit in lieu of any other
contractual death benefits. Otherwise, the provisions of those death benefits
will determine the amount of the death benefit and no benefit will be payable
under the Enhanced GWB rider.

If the beneficiary elects the Benefit Base as a death benefit, we will pay the
remaining Benefit Base on a monthly basis (or any mutually agreed upon
frequency, but no less frequently than annually) until the Benefit Base is
exhausted. Except as may be required by the Internal Revenue Code, an annual
payment will not exceed the Annual Benefit Payment. If your beneficiary dies
while such payments are made, we will continue making the payments to the
beneficiary's estate unless we have agreed to another payee in writing. If the
contract is a Non-Qualified Contract, any death benefit must be paid out over a
time period and in a manner that satisfies Section 72(s) of the Internal
Revenue Code. If the owner (or the annuitant, if the owner is not a natural
person) dies prior to the "annuity starting date" (as defined under the
Internal Revenue Code and regulations thereunder), the period over which the
Benefit Base is paid as a death benefit cannot

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exceed the remaining life expectancy of the payee under the appropriate IRS
tables. For purposes of the preceding sentence, if the payee is a non-natural
person, the Benefit Base must be paid out within 5 years from the date of
death. Payments under this death benefit must begin within 12 months following
the date of death.

We reserve the right to accelerate any payment, in a lump sum, that is less
than $500 or to comply with requirements under the Internal Revenue Code
(including minimum distribution requirements for IRAs and other contracts
subject to Section 401(a)(9) of the Internal Revenue Code and Non-Qualified
Contracts subject to Section 72(s)). If you terminate the Enhanced GWB rider
because (1) you make a total withdrawal of your account value; (2) your account
value is insufficient to pay the Enhanced GWB rider charge; or (3) the contract
owner or joint owner (or the annuitant, if the owner is a non-natural person)
dies, except where the beneficiary or joint owner is the spouse of the owner
and the spouse elects to continue the contract and the spouse is less than 85
years old, you may not make additional purchase payments under the contract.

GUARANTEED WITHDRAWAL BENEFITS AND ANNUITIZATION

AT ANY TIME DURING THE ACCUMULATION PHASE, YOU CAN ELECT TO ANNUITIZE UNDER
CURRENT ANNUITY RATES IN LIEU OF CONTINUING ANY GUARANTEED WITHDRAWAL BENEFIT
RIDER. WHEN THE ANNUITANT ATTAINS AGE 95, YOUR CONTRACT MUST BE ANNUITIZED
UNLESS YOUR CONTRACT IS HELD THROUGH A CUSTODIAL ACCOUNT. (See "Annuity
Payments (The Income Phase) -

Annuity Date.")

AT THE REQUIRED ANNUITIZATION DATE YOU MUST SELECT ONE OF THE FOLLOWING ANNUITY
INCOME OPTIONS:

1) Annuitize the account value under the contract's annuity provisions.

2) Elect to receive the Annual Benefit Payment paid each year until the
Remaining Guaranteed Withdrawal Amount (for the Lifetime Withdrawal
Guarantee II rider) or the Benefit Base (for the Enhanced Guaranteed
Withdrawal Benefit rider) is depleted. These payments will be equal in
amount, except for the last payment that will be in an amount necessary to
reduce the Remaining Guaranteed Withdrawal Amount or Benefit Base to zero.

3) If eligible for lifetime withdrawals under the LWG II rider, elect to
receive the Annual Benefit Payment paid each year until your death (or the
later of your and your spousal beneficiary's death for the Joint Life
version of the LWG II). If you (or you and your spousal beneficiary for the
Joint Life version) die before the Remaining Guaranteed Withdrawal Amount
is depleted, your beneficiaries will continue to receive payments equal to
the Annual Benefit Payment each year until the Remaining Guaranteed
Withdrawal Amount is depleted. These payments will be equal in amount,
except for the last payment that will be in an amount necessary to reduce
the Remaining Guaranteed Withdrawal Amount to zero.

Since the annuity date at the time you purchase the contract is the first day
of the calendar month after the annuitant's 90th birthday, you will need to
make an election if you would like to extend your annuity date to age 95 of the
annuitant, or later if your contract is held through a custodial account. At
the time of annuitization, you will need to select an annuity income option
from one of the above referenced payout options (or any other annuity income
option available under your contract) (see "Annuity Payments (The Income Phase)
-- Annuity Options"). The default annuity income option is a life annuity with
10 years of annuity payments guaranteed. We will increase your payments so your
aggregate payments will not be less than what you would have received under the
LWG II or Enhanced GWB rider.

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SUMMARY OF LIVING BENEFIT RIDERS

The chart below highlights certain differences among the living benefit riders.
Please refer to the detailed descriptions above for specific information about
the features, costs and restrictions associated with the riders.

[Enlarge/Download Table]

INCOME WITHDRAWAL
GUARANTEES GUARANTEES
LIFETIME
WITHDRAWAL
GMIB PLUS II GMIB II GUARANTEE II ENHANCED GWB

LIFETIME INCOME Yes (after waiting Yes (after waiting Yes (if first No
period) period) withdrawal on or
after age 59 1/2)
BENEFIT RIDER Yes Yes No No
INVOLVES
ANNUITIZATION
WITHDRAWALS Prior to Prior to Yes Yes
PERMITTED/1/ annuitization annuitization
WAITING PERIOD Must wait 10 years Must wait 10 years None (age 59 1/2 for None
to annuitize under to annuitize under lifetime
rider; Optional rider; withdrawals withdrawals)
Step-Up restarts available
waiting period; immediately
withdrawals
available
immediately
RESET/STEP-UP Yes No Yes Yes
MAY INVEST IN Prior to Prior to Yes Yes
VARIABLE annuitization annuitization
INVESTMENT
OPTIONS
INVESTMENT Yes No Yes No
ALLOCATION
REQUIREMENTS
ABILITY TO CANCEL Yes, after 10 years, No Yes, at 5th, 10th & Yes, within 90 days
RIDER can take lump-sum 15th contract after 5th contract
option under the anniversary, anniversary
GPO provisions annually thereafter;
or, lump-sum
option under the
GPA provisions
after 15 years
DEATH BENEFIT Prior to Prior to Contract death Ability to receive
annuitization, annuitization, benefit or alternate Benefit Base in
contract death contract death rider death benefit series of payments
benefit available/2/ benefit available/2/ available; ability to instead of contract
receive Remaining death benefit
Guaranteed
Withdrawal
Amount in series of
payments instead of
contract death
benefit
CURRENT RIDER 1.00% 0.75% 0.85% (Single Life 0.55%
CHARGES/3/ version) or 1.05%
(Joint Life version)

--------

(1) Withdrawals will reduce the living and death benefits and account value.

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(2) If the contract is annuitized, annuity payments may be guaranteed for a
certain period of time (depending on the annuity option selected) and therefore
payable upon death of the annuitant. See "Annuity Payments (The Income Phase)"
and the rider descriptions for more information.

(3) Certain rider charges may increase upon an Optional Step-Up or Optional
Reset. Generally, rider charges are assessed as a percentage of the guaranteed
benefit rather than account value. For example, the charge for GMIB II is 0.75%
of the income base. See the Expenses section and the individual rider
descriptions for more information.

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8. PERFORMANCE

We periodically advertise subaccount performance relating to the investment
portfolios. We will calculate performance by determining the percentage change
in the value of an accumulation unit by dividing the increase (decrease) for
that unit by the value of the accumulation unit at the beginning of the period.
This performance number reflects the deduction of the Separate Account product
charges (including certain death benefit rider charges) and the investment
portfolio expenses. It does not reflect the deduction of any applicable account
fee, withdrawal charge, Enhanced Death Benefit charge, and GMIB or GWB rider
charge. 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, Enhanced Death Benefit charge, GMIB or GWB rider charge,
and the investment portfolio expenses.

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

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

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

We may advertise the GMIB or GWB 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 Enhanced Death Benefit rider and you can also select the Additional
Death Benefit-Earnings Preservation Benefit. If you are 80 years old or older
at the effective date of your contract, you are not eligible to select the
Annual Step-Up Death Benefit rider or the Earnings Preservation Benefit. If you
are 76 years old or older at the effective date of your contract, you are not
eligible to select the Enhanced Death Benefit rider.

The death benefits are described below. Check your contract and riders for the
specific provisions applicable. One or more optional death benefits may not be
available in your state (check with your registered representative regarding
availability). 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 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.

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For purposes of calculating the death benefits, purchase payments do not
include Purchase Payment Credits.

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.

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 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

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; 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. 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 made after such date"; and

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.

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 - ENHANCED DEATH BENEFIT

In states where approved, you may select the Enhanced Death Benefit rider
(subject to investment allocation restrictions) if you are age 75 or younger at
the effective date of your contract and you either (a) have not elected any
living benefit rider or (b) have elected the GMIB Plus II rider.

If you select the Enhanced Death Benefit rider, 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 6% 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

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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. The
annual increase rate is 6% per year through the contract
anniversary immediately prior to your 91st birthday, and 0% per
year thereafter; and

(ii) is withdrawal adjustments accumulated at the annual increase
rate. The annual increase rate is 6% per year through the
contract anniversary immediately prior to your 91st birthday, and
0% per year thereafter. The withdrawal adjustment for any partial
withdrawal in a contract year is equal to 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).
However, (1) if the partial withdrawal occurs before the contract
anniversary immediately prior to your 91st birthday; (2) if all
partial withdrawals in a contract year are payable to the owner
(or the annuitant if the owner is a non-natural person) or other
payees that we agree to; and (3) if total partial withdrawals in
a contract year are not greater than 6% of the Annual Increase
Amount on the previous contract anniversary, the total withdrawal
adjustments for that contract year will be set equal to the
dollar amount of total partial withdrawals in that contract year
and will be treated as a single withdrawal at the end of that
contract year.

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 in (b)(ii) above.

OPTIONAL STEP-UP. On each contract anniversary on or after the first
anniversary following the effective date of the rider, you may elect an
Optional Step-Up provided that (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.

The Optional Step-Up will:

(a) Reset the Annual Increase Amount to the account value on the contract
anniversary following the receipt of an Optional Step-Up election; and

(b) Reset the Enhanced Death Benefit rider charge to a rate we shall
determine that does not exceed the maximum Optional Step-Up charge
(1.50%), provided that this rate will not exceed the rate currently
applicable to the same rider available for new contract purchases at
the time of the step-up.

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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.

When you elect the Optional Step-Up, provided the above requirements are met,
you may elect either:

1) a one time Optional Step-Up at any contract anniversary; or

2) Optional Step-Ups to occur under the Automatic Annual Step-Up (on any
contract anniversary while this election is in effect, the Annual Increase
Amount will reset to the account value automatically).

In the event that the charge applicable to contract purchases at the time of
the step-up is higher than your current Enhanced Death Benefit 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.

If you have also elected the GMIB Plus II rider and you elect Optional Step-Ups
to occur under the Automatic Annual Step-up, it will remain in effect through
the seventh contract anniversary following the date you make the election. You
may make a new election if you want Automatic Annual Step-Ups to continue after
the seventh contract anniversary.

You may discontinue Automatic Annual Step-Ups 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 following the date you
make this election. If you discontinue Automatic Annual Step-Ups, the Enhanced
Death Benefit 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.

INVESTMENT ALLOCATION RESTRICTIONS. If you select the Enhanced Death Benefit
rider, there are certain investment allocation restrictions. (See "Purchase -
Investment Allocation Restrictions for Certain Riders.")

TERMINATION OF THE ENHANCED DEATH BENEFIT. The Enhanced Death Benefit 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 Enhanced Death Benefit
rider charge from your account value;

c) The date you annuitize your 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;

e) The date you assign your contract, subject to our administrative
procedures;

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.

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

ADDITIONAL DEATH BENEFIT - EARNINGS PRESERVATION BENEFIT

The Additional Death Benefit - 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. The benefit is only available up
through age 79 (on the contract issue date). In certain situations, this
benefit may not be available for qualified plans (check with your registered
representative for details).

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

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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; 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 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 tax 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 tax 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-tax qualified contracts and
certain tax 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 tax qualified or non-tax 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.

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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 we do not receive an election during
such time, we will make a single lump sum payment to the beneficiary at the end
of the 60 day period.

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.

Spousal continuation will not satisfy minimum required distribution rules for
Qualified Contracts other than IRAs (see "Federal Income Tax Status").

DEATH OF THE ANNUITANT

If the annuitant, not an owner or joint owner, dies during the accumulation
phase, you automatically become the annuitant. You can select a new annuitant
if you do not want to be the annuitant (subject to our then current
underwriting standards). However, if the owner is a non- natural person (for
example, a trust), then the death of the primary annuitant will be treated as
the death of the owner, and a new annuitant may not be named.

Upon the death of the annuitant after annuity payments begin, the death
benefit, if any, will be as provided for in the annuity option selected. Death
benefits will be paid at least as rapidly as under the method of distribution
in effect at the annuitant's death.

CONTROLLED PAYOUT

You may elect to have the death benefit proceeds paid to your beneficiary in
the form of annuity payments for life or over a period of time that does not
exceed your beneficiary's life expectancy. This election must be in writing in
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 (see "Federal Income Tax Status").

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."

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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 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.

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.

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) and certain living benefits (E.G., the GWB
riders), 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.

The tax treatment of withdrawals under a Guaranteed Withdrawal Benefit is also
uncertain. It is conceivable that the amount of potential gain could be
determined based on the Benefit Base at the time of the withdrawal, if greater
than the account value. This could result in a greater amount of taxable income
in certain cases. In general, at the present time, we intend to tax report such
withdrawals using the gross account value rather than the Benefit Base at the
time of the withdrawal to determine gain. However, in cases where the maximum
permitted withdrawal in any year under the GWB exceeds the gross account value,
the portion of the withdrawal treated as taxable gain (not to exceed the amount
of the withdrawal) should be measured as the difference between the maximum
permitted withdrawal amount under the benefit and the remaining after-tax basis
immediately preceding the withdrawal. Consult your tax adviser.

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.

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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 account and variable investment portfolios, as well
as transfers between investment portfolios after the annuity starting date.
Consult your tax adviser.

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

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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.

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 2008,
$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 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 $10,500 for
2008. 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. 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

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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 will 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 generally effective for taxable years beginning after
December 31, 2008. However, certain aspects, including a proposed prohibition
on use of new life insurance under section 403(b) arrangements and rules
affecting payroll taxes on certain types of contributions are currently
effective. Please note that, in light of the regulations, this contract is not
available for purchase via a "90-24" transfer.

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 minimum distribution 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 new 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. (See "Living Benefits.")

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.

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 subject to a mandatory federal income tax
withholding of 20%. An eligible rollover distribution is any distribution to

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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.

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.

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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) 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 February 12, 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.

We are a member of the Insurance Marketplace Standards Association ("IMSA").
Companies that belong to IMSA subscribe to a set of ethical standards covering
the various aspects of sales and service for individually sold life insurance
and annuities.

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 assets of the Separate Account are held in our name on behalf of the
Separate Account and legally belong to us. However, those assets that underlie
the contracts, are not chargeable with liabilities arising out of any other
business we may conduct. All the income, gains and losses (realized or
unrealized) resulting from these assets are credited to or charged against the
contracts and not against any other contracts we may issue.

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.

The amount of the guaranteed death benefit that exceeds the account value is
paid from our general account. In addition, portions of the contract's
guaranteed living benefits payable may exceed the amount of the account value
and be paid from our general account. Benefit amounts paid from the general
account are subject to the claims-paying ability of MetLife Investors USA.

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 maintains a Public
Disclosure Program for investors. A brochure that includes information
describing the Program is available by calling FINRA's Public Disclosure
Program hotline at 1-800-289-9999, or by visiting FINRA's website at
www.finra.org.

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

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"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.

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
7% 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 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

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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 of our variable insurance
contracts (including the contracts). 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 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 2007, 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.

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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

All other requests must be in written form, satisfactory to us.

We will use reasonable procedures such as requiring certain identifying
information, tape recording the telephone instructions, and providing written
confirmation of the transaction, in order to confirm that instructions
communicated by telephone, fax, Internet or other means are genuine. Any
telephone, fax or Internet instructions reasonably believed by us to be genuine
will be your responsibility, including losses arising from any errors in the
communication of instructions. As a result of this policy, you will bear the
risk of loss. If we do not employ reasonable procedures to confirm that
instructions communicated by telephone, fax or Internet are genuine, we may be
liable for any losses due to unauthorized or fraudulent transactions. All other
requests and elections under your contract must be in writing signed by the
proper party, must include any necessary documentation and must be received at
our Annuity Service Center to be effective. If acceptable to us, requests or
elections relating to beneficiaries and ownership will take effect as of the
date signed unless we have already acted in reliance on the prior status. We
are not responsible for the validity of any written request or action.

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

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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.

FINANCIAL STATEMENTS

Our financial statements and the financial statements of the Separate Account
have been included in the SAI. [The financial statements will be filed by
amendment.]

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

Financial Statements

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APPENDIX A

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)

Met Investors Series Trust is managed by Met Investors Advisory, LLC, which is
an affiliate of MetLife Investors USA. Met Investors Series Trust is a mutual
fund with multiple portfolios. The following Class B or, as noted, Class C
portfolios are available under the contract:

AMERICAN FUNDS BOND PORTFOLIO (CLASS C)

SUBADVISER: Capital Research and Management Company

INVESTMENT OBJECTIVE: The American Funds Bond Portfolio seeks to maximize
current income and preserve capital.

AMERICAN FUNDS GROWTH PORTFOLIO (CLASS C)

SUBADVISER: Capital Research and Management Company

INVESTMENT OBJECTIVE: The American Funds Growth Portfolio seeks to achieve
growth of capital.

AMERICAN FUNDS INTERNATIONAL PORTFOLIO (CLASS C)

SUBADVISER: Capital Research and Management Company

INVESTMENT OBJECTIVE: The American Funds International Portfolio seeks to
achieve growth of capital.

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: ING Clarion Real Estate Securities L.P.

INVESTMENT OBJECTIVE: The Clarion Global Real Estate Portfolio seeks to provide
total return through investment in real estate securities, emphasizing both
capital appreciation and current income.

HARRIS OAKMARK INTERNATIONAL PORTFOLIO

SUBADVISER: Harris Associates L.P.

INVESTMENT OBJECTIVE: The Harris Oakmark International Portfolio seeks
long-term capital appreciation.

LAZARD MID CAP PORTFOLIO

SUBADVISER: Lazard Asset Management LLC

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

LEGG MASON PARTNERS AGGRESSIVE GROWTH PORTFOLIO

SUBADVISER: ClearBridge Advisors, LLC

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

LEGG MASON VALUE EQUITY PORTFOLIO

SUBADVISER: Legg Mason Capital Management, Inc.

INVESTMENT OBJECTIVE: The Legg Mason Value Equity Portfolio seeks long-term
growth of capital.

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.

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LORD ABBETT GROWTH AND INCOME PORTFOLIO

SUBADVISER: Lord, Abbett & Co. LLC

INVESTMENT OBJECTIVE: The Lord Abbett Growth and Income Portfolio seeks
long-term growth of capital and income without excessive fluctuations in market
value.

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/AIM SMALL CAP GROWTH PORTFOLIO

SUBADVISER: Invesco Aim Capital Management, Inc.

INVESTMENT OBJECTIVE: The Met/AIM Small Cap Growth Portfolio seeks long-term
growth of 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.

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.

PIMCO INFLATION PROTECTED BOND PORTFOLIO

SUBADVISER: Pacific Investment Management Company LLC

INVESTMENT OBJECTIVE: The PIMCO Inflation Protected Bond Portfolio seeks to
provide 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.

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.

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 Investment Partners, Inc.

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

VAN KAMPEN COMSTOCK PORTFOLIO

SUBADVISER: Morgan Stanley Investment Management, Inc., doing business as Van
Kampen

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

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METROPOLITAN SERIES FUND, INC. (CLASS B OR, AS NOTED, CLASS E)

Metropolitan Series Fund, Inc. 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 Class B or, as noted, Class E
portfolios are available under the contract:

BLACKROCK MONEY MARKET PORTFOLIO

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, Inc., 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.

HARRIS OAKMARK FOCUSED VALUE PORTFOLIO

SUBADVISER: Harris Associates L.P.

INVESTMENT OBJECTIVE: The Harris Oakmark Focused Value Portfolio seeks
long-term capital appreciation.

JENNISON GROWTH PORTFOLIO

SUBADVISER: Jennison Associates LLC

INVESTMENT OBJECTIVE: The Jennison Growth Portfolio seeks long-term growth of
capital.

MET/DIMENSIONAL INTERNATIONAL SMALL COMPANY PORTFOLIO

SUBADVISER: Dimensional Fund Advisors LP

INVESTMENT OBJECTIVE: The Met/Dimensional International Small Company Portfolio
seeks long-term capital appreciation.

METLIFE STOCK INDEX PORTFOLIO

SUBADVISER: MetLife Investment Advisors Company, LLC

INVESTMENT OBJECTIVE: The MetLife Stock Index Portfolio seeks to equal the
performance of the Standard & Poor's 500 (Reg. TM) Composite Stock Price Index.

WESTERN ASSET MANAGEMENT U.S. GOVERNMENT PORTFOLIO

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.

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 Met Investors Advisory, 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 to
provide growth of capital.

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

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

AMERICAN FUNDS MODERATE ALLOCATION PORTFOLIO

INVESTMENT OBJECTIVE: The American Funds 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 BALANCED ALLOCATION PORTFOLIO

INVESTMENT OBJECTIVE: The American Funds 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 GROWTH ALLOCATION PORTFOLIO

INVESTMENT OBJECTIVE: The American Funds 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 Met Investors Advisory, 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.

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 Met Investors Advisory, 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 B

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.

6-MONTH EDCA

The following example demonstrates how the 6-month Enhanced Dollar Cost
Averaging (EDCA) program operates when multiple purchase payments are allocated
to the program. The example assumes that you are eligible to receive a purchase
payment credit of 6% and that a $12,000 purchase payment plus the 6% purchase
payment credit of $720 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
$10,720 remaining after the EDCA transfer is allocated to the 1st Payment
Bucket, where it is credited with a 5% effective annual interest rate. The EDCA
transfer amount of $2,000 is determined by dividing the $12,000 purchase
payment 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, assume that you are eligible to receive a
purchase payment credit of 6% and a second purchase payment of $6,000 plus the
6% purchase payment credit of $360 is allocated to the 2nd Payment Bucket,
where it is credited with a 4% 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
purchase payment 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 12720 2000 10720 10720
2 2000 8764 8764
3 2000 6799 6799
4* 6360 3000 10187 3827 6360
5 3000 7223 843 6381
6 3000 4248 0 4248
7 3000 1262 0 1262
8 1266 0 0 0

* At the beginning of the 4th month, a $6,000 purchase payment and a purchase
payment credit of $360 is added to the EDCA Account. This amount ($6,360) 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
$3,827 in the 1st Payment Bucket ($6,799 (1st Payment Bucket account value from
the 3rd month) + $28 (3rd month's EDCA interest calculated using the formula
shown above) - $3,000 (monthly transfer) = $3,827). The total EDCA Account
Value at the beginning of the 4th month is $10,187 ($3,827 in the 1st Payment
Bucket + $6,360 in the 2nd Payment Bucket = $10,187).

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12-MONTH EDCA

The following example demonstrates how the 12-month Enhanced Dollar Cost
Averaging (EDCA) program operates when multiple purchase payments are allocated
to the program. The example assumes that you are eligible to receive a purchase
payment credit of 6% and that a $24,000 purchase payment plus the 6% purchase
payment credit of $1,440 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
$23,440 remaining after the EDCA transfer is allocated to the 1st Payment
Bucket, where it is credited with a 5% effective annual interest rate. The EDCA
transfer amount of $2,000 is determined by dividing the $24,000 purchase
payment 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, assume you are eligible to receive a
purchase payment credit of 6% and a second purchase payment of $12,000 plus the
6% purchase payment credit of $720 is allocated to the 2nd Payment Bucket,
where it is credited with a 4% 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
purchase payment 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]

1 25440 2000 23440 23440
2 2000 21535 21535
3 2000 19623 19623
4 2000 17703 17703
5 2000 15775 15775
6* 12720 3000 25560 12840 12720
7 3000 22654 9892 12762
8 3000 19736 6932 12803
9 3000 16806 3960 12845
10 3000 13864 977 12887
11 3000 10910 0 10910
12 3000 7946 0 7946
13 3000 4972 0 4972
14 3000 1988 0 1988
15 1995 0 0 0

* At the beginning of the 6th month, a $12,000 purchase payment and a purchase
payment credit of $720 is added to the EDCA Account. This amount ($12,720) 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
$12,840 in the 1st Payment Bucket ($15,775 (1st Payment Bucket account value
from the 5th month) + $65 (5th month's EDCA interest calculated using the
formula shown above) - $3,000 (monthly transfer) = $12,840). The total EDCA
Account Value at the beginning of the 6th month is $25,560 ($12,840 in the 1st
Payment Bucket + $12,720 in the 2nd Payment Bucket = $25,560).

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APPENDIX C

GUARANTEED MINIMUM INCOME BENEFIT EXAMPLES

The purpose of these examples is to illustrate the operation of the Guaranteed
Minimum Income Benefit. (Unless otherwise noted, these examples are for the
GMIB Plus II rider.) The investment results shown are hypothetical and are not
representative of past or future performance. Actual investment results may be
more or less than those shown and will depend upon a number of factors,
including investment allocations and the investment experience of the
investment portfolios chosen. THE EXAMPLES DO NOT REFLECT THE DEDUCTION OF FEES
AND CHARGES, WITHDRAWAL CHARGES OR INCOME TAXES AND TAX PENALITIES.

(1) WITHDRAWAL ADJUSTMENTS TO ANNUAL INCREASE AMOUNT

Dollar-for-dollar adjustment when withdrawal is less than or equal to 6% of
---------------------------------------------------------------------------
the Annual Increase Amount from the prior contract anniversary
--------------------------------------------------------------

Assume the initial purchase payment is $100,000 and the GMIB Plus II is
selected. Assume that during the first contract year, $6,000 is withdrawn.
Because the withdrawal is less than or equal to 6% 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 6% per year, compounded annually, less $6,000 =
$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 $106,000 ($100,000 increased by 6% per
year, compounded annually).

Proportionate adjustment when withdrawal is greater than 6% of the Annual
-------------------------------------------------------------------------
Increase Amount from the prior contract anniversary
---------------------------------------------------

Assume the initial purchase payment is $100,000 and the GMIB Plus II 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 $106,000 ($100,000 increased by 6% 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 6% 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 ($106,000) 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 $95,400 ($106,000 x
10% = $10,600; $106,000 - $10,600 = $95,400). (If multiple withdrawals are
made during a contract year - for example, two $5,000 withdrawals instead
of one $10,000 withdrawal - and those withdrawals total more than 6% 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 $101,124
($95,400 increased by 6% per year, compounded annually).

(In contrast to the GMIB Plus II rider, for the GMIB II rider, the annual
increase rate for purposes of calculating the Annual Increase Amount is 5%
per year.)

(2) THE 6% ANNUAL INCREASE AMOUNT

Example
-------

Assume the owner of the contract is a male, age 55 at issue, and he elects
the GMIB Plus II rider. He makes an initial purchase payment of $100,000,
and makes no additional purchase payments or partial withdrawals. On the
contract issue date, the 6% Annual Increase Amount is equal to $100,000
(the initial purchase payment). The 6% Annual Increase Amount is calculated
at each contract anniversary (through the contract anniversary on or
following the owner's 90th birthday). At the tenth contract anniversary,
when the owner is age 65, the 6% Annual Increase Amount is $179,085
($100,000 increased by 6% per year, compounded annually). See section (3)

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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 6%, until the contract anniversary on or immediately after
the contract owner's 90th 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 6%
a year adjusted for withdrawals and charges "the 6% 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 6% Annual Increase Amount is
higher than the Highest Anniversary Value and will produce a higher income
benefit. Accordingly, the 6% Annual Increase Amount will be applied to the
annuity pay-out rates in the Guaranteed Minimum Income Benefit 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 GUARANTEED MINIMUM INCOME BENEFIT PAYMENT AND THE CHARGE FOR THE
BENEFIT.

[GRAPHIC APPEARS HERE]

(In contrast to the GMIB Plus II rider, for the GMIB II rider, purchase
payments accumulate at the annual increase rate of 5% until the contract
anniversary on or immediately after the contract owner's 85th birthday.)

(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 the GMIB Plus II rider. 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 $155,000 and the
Highest Anniversary Value is $150,000. The Highest Anniversary Value is set
equal to the account value ($155,000). See section (4) below for an example
of the exercise of the GMIB Plus II 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

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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 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. Accordingly, the Highest Anniversary Value
will be applied to the annuity payout rates in the Guaranteed Minimum
Income Benefit 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 GUARANTEED MINIMUM INCOME BENEFIT PAYMENT AND
THE CHARGE FOR THE BENEFIT.

[GRAPHIC APPEARS HERE]

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(4) PUTTING IT ALL TOGETHER

Example
-------

Continuing the examples in sections (2) and (3) above, assume the owner
chooses to exercise the GMIB Plus II rider at the tenth contract
anniversary and elects a life annuity with 10 years of annuity payments
guaranteed. Because the 6% Annual Increase Amount ($179,085) is greater
than the Highest Anniversary Value ($155,000), the 6% Annual Increase
Amount ($179,085) is used as the income base. The income base of $179,085
is applied to the GMIB Annuity Table. This yields annuity payments of $693
per month for life, with a minimum of 10 years guaranteed. (If the same
owner were instead age 70, the income base of $179,085 would yield monthly
payments of $793; if the owner were age 75, the income base of $179,085
would yield monthly payments of $919.)

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 law) your sex. THE INCOME BASE IS NOT AVAILABLE FOR CASH
WITHDRAWALS AND IS ONLY USED FOR PURPOSES OF CALCULATING THE GUARANTEED
MINIMUM INCOME BENEFIT PAYMENT AND THE CHARGE FOR THE BENEFIT.

Graphic Example
---------------

Prior to annuitization, the two calculations (the 6% 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 Plus II may only be exercised no later than the
contract anniversary on or following the contract owner's 90th birthday,
after a 10 year waiting period, and then only within a 30 day period
following the contract anniversary. (The GMIB II may only be exercised no
later than the contract anniversary on or following the contract owner's
85th birthday, after a 10 year waiting period, and then only within a 30
day period following the contract anniversary.)

[GRAPHIC APPEARS HERE]

With the Guaranteed Minimum Income Benefit, the Income Base is applied to
special, conservative Guaranteed Minimum Income Benefit 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 Guaranteed Minimum Income Benefit, you will have paid for the
Guaranteed Minimum Income Benefit although it was never used.

[GRAPHIC APPEARS HERE]

(5) THE GUARANTEED PRINCIPAL OPTION - GMIB PLUS II

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.

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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 Plus II rider and rider fee terminates as of the date that
the adjustment is made to the account value; the variable annuity
contract continues.

3) The GMIB Plus II 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 RESET: AUTOMATIC ANNUAL STEP-UP -

GMIB PLUS II

Assume your initial investment is $100,000 and no withdrawals are taken. The 6%
Annual Increase Amount increases to $106,000 on the first anniversary ($100,000
increased by 6% 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 Resets to occur under the Automatic Annual Step-Up feature
prior to the first contract anniversary. Because your account value is higher
than your 6% Annual Increase Amount, an Optional Reset will automatically
occur.

The effect of the Optional Reset is:

(1) The 6% Annual Increase Amount automatically resets from $106,000 to
$110,000;

(2) The 10-year waiting period to annuitize the contract under the GMIB
Plus II is reset to 10 years from the first contract anniversary;

(3) The GMIB Plus II rider charge is reset to the fee we charge new
contract owners for the same GMIB Plus II rider at that time; and

(4) The Guaranteed Principal Option can still be elected on the 10th
contract anniversary.

The 6% Annual Increase Amount increases to $116,600 on the second anniversary
($110,000 increased by 6% 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 6% Annual Increase
Amount, an Optional Reset will automatically occur.

The effect of the Optional Reset is:

(1) The 6% Annual Increase Amount automatically resets from $116,600 to
$120,000;

(2) The 10-year waiting period to annuitize the contract under the GMIB
Plus II is reset to 10 years from the second contract anniversary;

(3) The GMIB Plus II rider charge is reset to the fee we charge new
contract owners for the same GMIB Plus II 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 6% Annual Increase Amount and an Optional Reset would
automatically occur (provided you had not discontinued the Automatic Annual
Step-Up feature, and other requirements were met).

The effect of each Optional Reset is:

(1) The 6% Annual Increase Amount automatically resets to the higher
account value;

(2) The 10-year waiting period to annuitize the contract under the GMIB
Plus II is reset to 10 years from the date of the Optional Reset;

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(3) The GMIB Plus II rider charge is reset to the fee we charge new
contract owners for the same GMIB Plus II 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 6% Annual Increase Amount increases to $180,200 on the eighth anniversary
($170,000 increased by 6% per year, compounded annually). Assume your account
value at the eighth contract anniversary is $160,000 due to poor market
performance. An Optional Reset is NOT permitted because your account value is
lower than your 6% Annual Increase Amount. However, because the Optional Reset
has locked-in previous gains, the 6% Annual Increase Amount remains at $180,200
despite poor market performance, and, provided the rider continues in effect,
will continue to grow at 6% annually (subject to adjustments for additional
purchase payments and/or withdrawals) through the contract anniversary on or
after your 90th birthday. Also, please note:

(1) The 10-year waiting period to annuitize the contract under the GMIB
Plus II remains at the 17th contract anniversary (10 years from the
date of the last Optional Reset);

(2) The GMIB Plus II 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]

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APPENDIX D

GUARANTEED WITHDRAWAL BENEFIT EXAMPLES

The purpose of these examples is to illustrate the operation of the Guaranteed
Withdrawal Benefit. (Examples A, B and C are for the Lifetime Withdrawal
Guarantee II rider. Examples D through K are for Enhanced GWB.) The investment
results shown are hypothetical and are not representative of past or future
performance. Actual investment results may be more or less than those shown and
will depend upon a number of factors, including investment allocations and the
investment experience of the investment portfolios chosen. THE EXAMPLES DO NOT
REFLECT THE DEDUCTION OF FEES AND CHARGES, WITHDRAWAL CHARGES OR INCOME TAXES
AND TAX PENALTIES. The Guaranteed Withdrawal Benefit does not establish or
guarantee an account value or minimum return for any investment portfolio. The
Total Guaranteed Withdrawal Amount and the Remaining Guaranteed Withdrawal
Amount (under the Lifetime Withdrawal Guarantee II) and the Guaranteed
Withdrawal Amount and the Benefit Base (under the Enhanced GWB) cannot be taken
as a lump sum.

A. Lifetime Withdrawal Guarantee II

1. When Withdrawals Do Not Exceed the Annual Benefit Payment

Assume that a contract with the Lifetime Withdrawal Guarantee II rider had an
initial purchase payment of $100,000. The initial account value would be
$100,000, the Total Guaranteed Withdrawal Amount would be $100,000, the initial
Remaining Guaranteed Withdrawal Amount would be $100,000 and the initial Annual
Benefit Payment would be $5,000 ($100,000 x 5%).

Assume that $5,000 is withdrawn each year, beginning before the contract owner
attains age 59 1/2. The Remaining Guaranteed Withdrawal Amount is reduced by
$5,000 each year as withdrawals are taken (the Total Guaranteed Withdrawal
Amount is not reduced by these withdrawals). The Annual Benefit Payment of
$5,000 is guaranteed to be received until the Remaining Guaranteed Withdrawal
Amount is depleted, even if the account value is reduced to zero.

If the first withdrawal is taken after age 59 1/2, then the Annual Benefit
Payment of $5,000 is guaranteed to be received for the owner's lifetime, even
if the Remaining Guaranteed Withdrawal Amount and the account value are reduced
to zero. (Under the Lifetime Withdrawal Guarantee II rider, if the contract
owner makes the first withdrawal at or after age 76, the Withdrawal Rate is 6%
instead of 5% and the Annual Benefit Payment is $6,000.)

[GRAPHIC APPEARS HERE]

[Download Table]

Remaining
Annual Guaranteed Guaranteed
Benefit Cumulative Account Withdrawal Withdrawal
Payment Withdrawals Value Amount Amount

$5,000 $5,000 $100,000 $100,000 $100,000
5,000 10,000 90,250 95,000 100,000
5,000 15,000 80,987.5 90,000 100,000
5,000 20,000 72,188.13 85,000 100,000
5,000 25,000 63,828.72 80,000 100,000
5,000 30,000 55,887.28 75,000 100,000
5,000 35,000 48,342.92 70,000 100,000
5,000 40,000 41,175.77 65,000 100,000
5,000 45,000 34,366.98 60,000 100,000
5,000 50,000 27,898.63 55,000 100,000
5,000 55,000 21,753.7 50,000 100,000
5,000 60,000 15,916.02 45,000 100,000
5,000 65,000 10,370.22 40,000 100,000
5,000 70,000 5,101.706 35,000 100,000
5,000 75,000 96.62093 30,000 100,000
5,000 80,000 0 0 100,000
5,000 85,000 0 0 100,000
5,000 90,000 0 0 100,000
5,000 95,000 0 0 100,000
5,000 100,000 0 0 100,000

2. When Withdrawals Do Exceed the Annual Benefit Payment

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Withdrawal Rate is 6% instead of 5% and the initial Annual Benefit Payment
would be $6,000. For the purposes of this example, assume the contract owner
makes the first withdrawal before he or she reaches age 76 and the Withdrawal
Rate is therefore 5%.)

Assume that the Remaining Guaranteed Withdrawal Amount is reduced to $95,000
due to a withdrawal of $5,000 in the first year. Assume the account value was
further reduced to $80,000 at year two due to poor market performance. If you
withdrew $10,000 at this time, your account value would be reduced to $80,000 -
$10,000 = $70,000. Since the withdrawal of $10,000 exceeded the Annual Benefit
Payment of $5,000, there would be a proportional reduction to the Remaining
Guaranteed Withdrawal Amount and the Total Guaranteed Withdrawal Amount. The
proportional reduction is equal to the entire withdrawal ($10,000) divided by
the account value before the withdrawal ($80,000), or 12.5%. The Remaining
Guaranteed Withdrawal Amount after the withdrawal would be $83,125 ($95,000
reduced by 12.5%). This new Remaining Guaranteed Withdrawal Amount of $83,125
would now be the amount guaranteed to be available to be withdrawn over time.
The Total Guaranteed Withdrawal Amount would be reduced to $87,500 ($100,000
reduced by 12.5%). The Annual Benefit Payment would be set equal to 5% x
$87,500 = $4,375.

(Assume instead that you withdrew $10,000 during year two in two separate
withdrawals of $4,000 and $6,000. Since the first withdrawal of $4,000 did not
exceed the Annual Benefit Payment of $5,000, there would be no proportional
reduction to the Remaining Guaranteed Withdrawal Amount and the Total
Guaranteed Withdrawal Amount at the time of that withdrawal. The second
withdrawal ($6,000), however, results in cumulative withdrawals of $10,000
during year two and causes a proportional reduction to the Remaining Guaranteed
Withdrawal Amount and the Total Guaranteed Withdrawal Amount. The proportional
reduction would be equal to the entire amount of the second withdrawal ($6,000)
divided by the account value before that withdrawal.)

B. Lifetime Withdrawal Guarantee - Compounding Income Amount

Assume that a contract with the Lifetime Withdrawal Guarantee II rider had an
initial purchase payment of $100,000. The initial Remaining Guaranteed
Withdrawal Amount would be $100,000, the Total Guaranteed Withdrawal Amount
would be $100,000, and the Annual Benefit Payment would be $5,000 ($100,000 x
5%). (If the contract owner makes the first withdrawal at or after age 76, the
Withdrawal Rate is 6% instead of 5% and the Annual Benefit Payment would be
$6,000. For the purposes of this example, assume the contract owner makes the
first withdrawal before he or she reaches age 76 and the Withdrawal Rate is
therefore 5%.)

The Total Guaranteed Withdrawal Amount will increase by 7.25% of the previous
year's Total Guaranteed Withdrawal Amount until the earlier of the second
withdrawal or the 10th contract anniversary. The Annual Benefit Payment will be
recalculated as 5% of the new Total Guaranteed Withdrawal Amount.

If the second withdrawal is taken in the first contract year, then there would
be no increase: the Total Guaranteed Withdrawal Amount would remain at $100,000
and the Annual Benefit Payment will remain at $5,000 ($100,000 x 5%).

If the second withdrawal is taken in the second contract year, then the Total
Guaranteed Withdrawal Amount would increase to $107,250 ($100,000 x 107.25%),
and the Annual Benefit Payment would increase to $5,362 ($107,250 x 5%).

If the second withdrawal is taken in the third contract year, then the Total
Guaranteed Withdrawal Amount would increase to $115,025 ($107,250 x 107.25%),
and the Annual Benefit Payment would increase to $5,751 ($115,025 x 5%).

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If the second withdrawal is taken after the 10th contract year, then the Total
Guaranteed Withdrawal Amount would increase to $201,360 (the initial $100,000,
increased by 7.25% per year, compounded annually for 10 years), and the Annual
Benefit Payment would increase to $10,068 ($201,360 x 5%).

[GRAPHIC APPEARS HERE]

[Download Table]

Year Annual
of Second Benefit
Withdrawal Payment

1 $5,000
2 5,363
3 5,751
4 6,168
5 6,615
6 7,095
7 7,609
8 8,161
9 8,753
10 9,387
11 10,068

C. Lifetime Withdrawal Guarantee - Automatic Annual Step-Ups and 7.25%
Compounding Income Amount (No Withdrawals)

Assume that a contract with the Lifetime Withdrawal Guarantee II rider had an
initial purchase payment of $100,000. Assume that no withdrawals are taken.

At the first contract anniversary, assuming that no withdrawals are taken, the
Total Guaranteed Withdrawal Amount is increased to $107,250 ($100,000 increased
by 7.25%, compounded annually). Assume the account value has increased to
$110,000 at the first contract anniversary due to good market performance. The
Automatic Annual Step-Up will increase the Total Guaranteed Withdrawal Amount
from $107,250 to $110,000 and reset the Annual Benefit Payment to $5,500
($110,000 x 5%).

At the second contract anniversary, assuming that no withdrawals are taken, the
Total Guaranteed Withdrawal Amount is increased to $117,975 ($110,000 increased
by 7.25%, compounded annually). Assume the account value has increased to
$120,000 at the second contract anniversary due to good market performance. The
Automatic Annual Step-Up will increase the Total Guaranteed Withdrawal Amount
from $117,975 to $120,000 and reset the Annual Benefit Payment to $6,000
($120,000 x 5%).

Assuming that no withdrawals are taken, each year the Total Guaranteed
Withdrawal Amount would increase by 7.25%, compounded annually, from the second
contract anniversary through the ninth contract anniversary, and at that point
would be equal to $195,867. Assume that during these contract years the account
value does not exceed the Total Guaranteed Withdrawal Amount due to poor market
performance. Assume the account value at the ninth contract anniversary has
increased to $200,000 due to good market performance. The Automatic Annual
Step-Up will increase the Total Guaranteed Withdrawal Amount from $195,867 to
$200,000 and reset the Annual Benefit Payment to $10,000 ($200,000 x 5%).

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At the 10th contract anniversary, assuming that no withdrawals are taken, the
Total Guaranteed Withdrawal Amount is increased to $214,500 ($200,000 increased
by 7.25%, compounded annually). Assume the account value is less than $214,500.
There is no Automatic Annual Step-Up since the account value is below the Total
Guaranteed Withdrawal Amount; however, due to the 7.25% increase in the Total
Guaranteed Withdrawal Amount, the Annual Benefit Payment is increased to
$10,725 ($214,500 x 5%).

[GRAPHIC APPEARS HERE]

D. Enhanced Guaranteed Withdrawal Benefit - How Withdrawals Affect the Benefit
Base

1. An initial purchase payment is made of $100,000. The initial Benefit Base
would be $105,000 ($100,000 + 5% GWB Bonus Amount). Assume that the account
value grew to $110,000 because of market performance. If a subsequent
withdrawal of $10,000 were made, the Benefit Base would be reduced to
$105,000 - $10,000 = $95,000. Assume the withdrawal of $10,000 exceeded the
Annual Benefit Payment. Since the account value of $100,000 exceeds the
Benefit Base of $95,000, no further reduction to the Benefit Base is made.

2. An initial purchase payment is made of $100,000. The initial Benefit Base
would be $105,000. Assume that the account value shrank to $90,000 because
of market performance. If a subsequent withdrawal of $10,000 were made, the
Benefit Base would be reduced to $95,000 and the account value would be
reduced to $80,000. Assume the withdrawal of $10,000 exceeded the Annual
Benefit Payment. Since the account value of $80,000 is less than the
Benefit Base of $95,000, a further reduction of the $15,000 difference is
made, bringing the Benefit Base to $80,000.

E. Enhanced Guaranteed Withdrawal Benefit - How Withdrawals and Subsequent
Purchase Payments Affect the Annual Benefit Payment

An initial purchase payment is made of $100,000. The initial Benefit Base would
be $105,000 and the initial Annual Benefit Payment would be $7,350 ($105,000 x
7%). If $7,000 withdrawals were then made for each of the next five years, the
Benefit Base would be decreased to $70,000. If a subsequent purchase payment of
$10,000 were made the next day, the Benefit Base would be increased to $70,000
+ $10,000 + (5% x $10,000) = $80,500. The Annual Benefit Payment would be reset
to the greater of a) $7,350 (the Annual Benefit Payment before the second
purchase payment) and b) $5,635 (7% multiplied by the Benefit Base after the
second purchase payment). In this case, the Annual Benefit Payment would remain
at $7,350.

F. Enhanced Guaranteed Withdrawal Benefit - How Withdrawals Affect the Annual
Benefit Payment

1. An initial purchase payment is made of $100,000. The initial Benefit Base
would be $105,000 and the initial Annual Benefit Payment would be $7,350.
If a withdrawal of $9,000 was made the next day, and negative market
performance reduced the account value by an additional $1,000, the account
value would be reduced to $100,000 - $9,000 - $1,000 = $90,000. Since the
withdrawal of $9,000 exceeded the Annual Benefit Payment of $7,350, the

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Annual Benefit Payment would be reset to the lower of a) $7,350 (the
Annual Benefit Payment before the withdrawal) and b) $6,300 (7% multiplied
by the account value after the withdrawal). In this case the Annual
Benefit Payment would be reset to $6,300.

2. An initial purchase payment is made of $100,000. The initial Benefit Base
would be $105,000 and the initial Annual Benefit Payment would be $7,350.
If a withdrawal of $10,000 was made two years later after the account value
had increased to $150,000, the account value would be reduced to $140,000.
Since the withdrawal of $10,000 exceeded the Annual Benefit Payment of
$7,350, the Annual Benefit Payment would be reset to the lower of a) $7,350
(the Annual Benefit Payment before the withdrawal) and b) $9,800 (7%
multiplied by the account value after the withdrawal). In this case the
Annual Benefit Payment would remain at $7,350.

G. Enhanced Guaranteed Withdrawal Benefit - How Withdrawals and Subsequent
Purchase Payments Affect the Guaranteed Withdrawal Amount

An initial purchase payment is made of $100,000 and the initial Guaranteed
Withdrawal Amount and initial Benefit Base would both be $105,000. Assume that
over the next five years, withdrawals reduced the Benefit Base to $70,000. If a
subsequent purchase payment of $10,000 was made, the Benefit Base would be
increased to $70,000 + $10,000 + (5% x $10,000) = $80,500. The Guaranteed
Withdrawal Amount would be reset to the greater of a) $105,000 (the Guaranteed
Withdrawal Amount before the second purchase payment) and b) $80,500 (the
Benefit Base after the second purchase payment). In this case, the Guaranteed
Withdrawal Amount would remain at $105,000.

H. Enhanced Guaranteed Withdrawal Benefit - Putting It All Together

1. When Withdrawals Do Not Exceed the Annual Benefit Payment

[GRAPHIC APPEARS HERE]

[Download Table]

Annual
Benefit Cumulative Account Benefit
Payment Withdrawal Value Base

0 $0 $0 $100,000 $105,000
1 7,350 7,350 85,000 97,650
2 7,350 7,350 68,000 90,300
3 7,350 7,350 50,000 82,950
4 7,350 7,350 42,650 75,600
5 7,350 7,350 35,300 68,250
6 7,350 7,350 27,950 60,900
7 7,350 7,350 20,600 53,550
8 7,350 7,350 13,250 46,200
9 7,350 7,350 5,900 38,850
10 7,350 7,350 0 31,500
11 7,350 7,350 0 24,150
12 7,350 7,350 0 16,800
13 7,350 7,350 0 9,450
14 7,350 7,350 0 2,100
15 2,100 2,100 0 0
16
17
18

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2. When Withdrawals Do Exceed the Annual Benefit Payment

An initial purchase payment is made of $100,000. The initial Benefit Base would
be $105,000, the Guaranteed Withdrawal Amount would be $105,000, and the Annual
Benefit Payment would be $7,350. Assume that the Benefit Base was reduced to
$82,950 due to 3 years of withdrawing $7,350 each year. Assume the account
value was further reduced to $50,000 at year four due to poor market
performance. If you withdrew $10,000 at this time, your account value would be
reduced to $50,000 - $10,000 = $40,000. Your Benefit Base would be reduced to
$82,950 - $10,000 = $72,950. Since the withdrawal of $10,000 exceeded the
Annual Benefit Payment of $7,350 and the resulting Benefit Base would be
greater than the resulting account value, there would be an additional
reduction to the Benefit Base. The Benefit Base after the withdrawal would be
set equal to the account value after the withdrawal = $40,000. The Annual
Benefit Payment would be set equal to the lesser of $7,350 and 7% x $40,000 =
$2,800. The Guaranteed Withdrawal Amount would remain at $105,000, but this
amount now no longer would be guaranteed to be received over time. The new
Benefit Base of $40,000 would be now the amount guaranteed to be available to
be withdrawn over time.

[GRAPHIC APPEARS HERE]

[Download Table]

Annual
Benefit Cumulative Account Benefit
Payment Withdrawals Value Base

0 $0 $0 $100,000 $105,000
1 7,350 7,350 85,000 97,650
2 7,350 7,350 68,000 90,300
3 7,350 7,350 50,000 82,950
4 7,350 10,000 40,000 40,000
5 2,800 2,800 37,200 37,200
6 2,800 2,800 34,400 34,400
7 2,800 2,800 31,600 31,600
8 2,800 2,800 28,800 28,800
9 2,800 2,800 26,000 26,000
10 2,800 2,800 23,200 23,200
11 2,800 2,800 20,400 20,400
12 2,800 2,800 17,600 17,600
13 2,800 2,800 14,800 14,800
14 2,800 2,800 12,000 12,000
15 2,800 2,800 9,200 9,200
16 2,800 2,800 6,400 6,400
17 2,800 2,800 3,600 3,600
18 2,800 2,800 800 800

I. Enhanced GWB - How the Optional Reset Works (may be elected prior to age
86)

Assume that a contract had an initial purchase payment of $100,000 and the fee
is 0.55%. The initial account value would be $100,000, the initial Benefit Base
would be $105,000, the Guaranteed Withdrawal Amount would be $105,000 and the
Annual Benefit Payment would be $7,350 (assuming you began withdrawing in your
first year).

The account value on the third contract anniversary grew due to market
performance to $148,350. Assume the fee remains at 0.55%. If an Optional Reset
is elected or Automatic Annual Resets are in effect, the charge would remain at
0.55%, the Guaranteed Withdrawal Amount and the Benefit Base would both be
reset to $148,350, and the Annual Benefit Payment would become 7% x $148,350 =
$10,385.

The account value on the sixth contract anniversary grew due to market
performance to $179,859. Assume the fee has been increased to 0.60%. If an
Optional Reset is elected or Automatic Annual Resets are in effect, the charge
would increase to 0.60%, the Guaranteed Withdrawal Amount and the Benefit Base
would both be reset to $179,859, and the Annual Benefit Payment would become 7%
x $179,859 = $12,590.

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The account value on the ninth contract anniversary grew due to market
performance to $282,582. Assume the fee is still 0.60%. If an Optional Reset is
elected or Automatic Annual Resets are in effect, the charge would remain at
0.60%, the Guaranteed Withdrawal Amount and the Benefit Base would both be
reset to $282,582, and the Annual Benefit Payment would become 7% x $282,582 =
$19,781.

The period of time over which the Annual Benefit Payment may be taken would be
lengthened.

[GRAPHIC APPEARS HERE]

[Download Table]

Annual
Benefit Cumulative Account
Payment Withdrawal Value

1 7350 7350 105000
2 7350 14700 125000
3 7350 22050 130000
4 10385 32435 148350
5 10385 42819 185000
6 10385 53204 195000
7 12590 65794 179859
8 12590 78384 210000
9 12590 90974 223000
10 19781 110755 282582
11 19781 130535 270000
12 19781 150316 278000
13 0 0 315000

J. Enhanced GWB - How a One-Time Optional Reset May Increase the Benefit Base
While Decreasing the Guaranteed Withdrawal Amount and Annual Benefit
Payment

Assume that a contract had an initial purchase payment of $100,000. The initial
account value would be $100,000, the initial Benefit Base would be $105,000,
the Guaranteed Withdrawal Amount would be $105,000 and the Annual Benefit
Payment would be $7,350.

Assume that the Benefit Base is reduced to $70,000 due to 5 years of
withdrawing $7,000 each year, but also assume that, due to positive market
performance, the account value at the end of 5 years is $80,000. If a one-time
Optional Reset is elected, the Benefit Base would be reset from $70,000 to
$80,000, the Guaranteed Withdrawal Amount would be reduced from $105,000 to
$80,000, and the Annual Benefit Payment would be reduced from $7,350 to $5,600
($80,000 x 7%). (If you elect Automatic Annual Resets, a reset will not occur
if the account value is lower than the Guaranteed Withdrawal Amount.)

Under these circumstances, the one-time Optional Reset increases the Benefit
Base (the remaining amount of money you are guaranteed to receive) by $10,000,
but also reduces the Annual Benefit Payment, thereby lengthening the period of
time over which you will receive the money. This Optional Reset also reduces
the Guaranteed Withdrawal Amount, against which the GWB rider charge is
calculated. If the GWB rider charge fee rate does not increase in connection
with the Optional Reset, the reduced Guaranteed Withdrawal Amount will result
in a reduction in the amount of the annual GWB rider charge.

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N-4 95th Page of 129 TOC 1st Previous Next ↓Bottom Just 95th
K. Enhanced GWB - Annual Benefit Payment Continuing When Account Value Reaches
Zero

Assume that a contract had an initial purchase payment of $100,000. The initial
account value would be $100,000, the initial Benefit Base would be $105,000 and
the initial Annual Benefit Payment would be $7,350 ($105,000 x 7%).

Assume that the Benefit Base was reduced to $31,500 due to 10 years of
withdrawing $7,350 each year and assume that the account value was further
reduced to $0 at year 11 due to poor market performance. We would commence
making payments to you (equal, on an annual basis, to the Annual Benefit
Payment) until the Benefit Base is exhausted.

In this situation (assuming monthly payments), there would be 51 payments of
$612.50 and a final payment of $262.50, which, in sum, would deplete the
$31,500 Benefit Base. The total amount withdrawn over the life of the contract
would then be $105,000.

[GRAPHIC APPEARS HERE]

[Download Table]

Annual
Benefit Cumulative Account Benefit
Payment Withdrawals Value Base

$7350 $7,350 $100,000 $105,000
7350 14,700 73,000 97,650
7350 22,050 52,750 90,300
7350 29,400 37,562.5 82,950
7350 36,750 26,171.88 75,600
7350 44,100 17,628.91 68,250
7350 51,450 11,221.68 60,900
7350 58,800 6,416.26 53,550
7350 66,150 2,812.195 46,200
7350 73,500 109.1461 38,850
7350 80,850 0 31,500
7350 88,200 0 24,150
7350 95,550 0 16,800
7350 102,900 0 9,450
2,100 105,000 0 2,100
0 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 and the Enhanced
Death Benefit. The investment results shown are hypothetical and are not
representative of past or future performance. Actual investment results may be
more or less than those shown and will depend upon a number of factors,
including 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 10/1/2008 $100,000
B Account Value 10/1/2009 $104,000
(First Contract Anniversary)
C Death Benefit As of 10/1/2009 $104,000
(= greater of A and B)
D Account Value 10/1/2010 $ 90,000
(Second Contract Anniversary)
E Death Benefit 10/1/2010 $100,000
(= greater of A and D)
F Withdrawal 10/2/2010 $ 9,000
G Percentage Reduction in Account 10/2/2010 10%
Value (= F/D)
H Account Value after Withdrawal 10/2/2010 $ 81,000
(= D-F)
I Purchase Payments reduced for As of 10/2/2010 $ 90,000
Withdrawal (= A-(A x G))
J Death Benefit 10/2/2010 $ 90,000
(= greater of H and I)

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

Purchaser is age 60 at issue.

The account values on 10/1/10 and 10/2/10 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 10/1/2008 $100,000
B Account Value 10/1/2009 $104,000
(First Contract Anniversary)
C Death Benefit (Highest Anniversary As of 10/1/2009 $104,000
Value) (= greater of A and B)
D Account Value 10/1/2010 $ 90,000
(Second Contract Anniversary)
E Death Benefit (Highest Contract Year 10/1/2010 $104,000
Anniversary) (= greater of B and D)
F Withdrawal 10/2/2010 $ 9,000
G Percentage Reduction in Account 10/2/2010 10%
Value (= F/D)
H Account Value after Withdrawal 10/2/2010 $ 81,000
(= D-F)
I Highest Anniversary Value reduced for As of 10/2/2010 $ 93,600
Withdrawal (= E-(E x G))
J Death Benefit 10/2/2010 $ 93,600
(= greater of H and I)

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

Purchaser is age 60 at issue.

The account values on 10/1/10 and 10/2/10 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 rider.

(1) WITHDRAWAL ADJUSTMENTS TO ANNUAL INCREASE AMOUNT

Assume the initial purchase payment is $100,000 and the Enhanced Death
Benefit is selected. Assume that during the first contract year, $6,000 is
withdrawn. Because the withdrawal is less than or equal to 6% 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 6% per year, compounded annually, less
$6,000 = $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 $106,000 ($100,000 increased by 6%
per year, compounded annually).

Assume the initial purchase payment is $100,000 and the Enhanced Death
Benefit 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 $106,000 ($100,000 increased by 6% 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 6% 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 ($106,000)
multiplied by the percentage reduction in the account value attributed to
that withdrawal (10%). Therefore, the new Annual Increase Amount is $95,400
($106,000 x 10% = $10,600; $106,000 - $10,600 = $95,400). 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 $101,124 ($95,400 increased by 6% per year, compounded annually).

(2) THE 6% ANNUAL INCREASE AMOUNT

Example
-------

Assume the contract owner is a male, age 55 at issue, and he elects the
Enhanced Death Benefit rider. He makes an initial purchase payment of
$100,000, and makes no additional purchase payments or partial withdrawals.
On the contract issue date, the 6% Annual Increase Amount is equal to
$100,000 (the initial purchase payment). The 6% Annual Increase Amount is
calculated at each contract anniversary (through the contract anniversary
on or following the contract owner's 90th birthday). At the tenth contract
anniversary, when the contract owner is age 65, the 6% Annual Increase
Amount is $179,085 ($100,000 increased by 6% 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 6% Annual Increase Amount, however, accumulates an amount
equal to your purchase payments at the Annual Increase Rate of 6% per
annum, until the contract anniversary on or following the contract owner's
90th birthday. The 6% Annual Increase Amount is also adjusted for any
withdrawals (including any applicable withdrawal charge) made during this
period. The 6% 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).

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(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 the Enhanced Death Benefit rider. 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.

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 $150,000 due to poor market performance.
Because the 6% Annual Increase Amount ($179,085) is greater than the
Highest Anniversary Value ($155,000), the 6% Annual Increase Amount
($179,085) is used as the death benefit base. Because the death benefit
base ($179,085) is greater than the account value ($150,000), 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

The effect of the Optional Step-Up election is:

(1) The 6% Annual Increase Amount resets from $106,000 to $110,000; and

(2) The Enhanced Death Benefit rider charge is reset to the fee we charge new
contract owners for the Enhanced Death Benefit at that time.

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N-4 100th Page of 129 TOC 1st Previous Next ↓Bottom Just 100th
The 6% Annual Increase Amount increases to $116,600 on the second anniversary
($110,000 increased by 6% 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 6% 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 6% Annual Increase Amount increases to $106,000 on the first anniversary
($100,000 increased by 6% 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 6% Annual Increase Amount, an Optional
Step-Up will automatically occur.

The effect of the Optional Step-Up is:

(1) The 6% Annual Increase Amount automatically resets from $106,000 to
$110,000; and

(2) The Enhanced Death Benefit rider charge is reset to the fee we charge new
contract owners for the Enhanced Death Benefit at that time.

The effect of the Optional Step-Up is:

(1) The 6% Annual Increase Amount automatically resets from $116,600 to
$120,000; and

(2) The Enhanced Death Benefit rider charge is reset to the fee we charge new
contract owners for the Enhanced Death Benefit 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 6% 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 6% Annual Increase Amount automatically resets to the higher account
value; and

(2) The Enhanced Death Benefit rider charge is reset to the fee we charge new
contract owners for the Enhanced Death Benefit 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 6% Annual Increase Amount increases to $180,200 on the eighth
anniversary ($170,000 increased by 6% 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 6% Annual Increase Amount. However, because the
Optional Step-Up has locked-in previous gains, the 6% Annual Increase Amount
remains at $180,200 despite poor market performance, and, provided the rider
continues in effect, will continue to grow at 6% annually (subject to
adjustments for additional purchase payments and/or withdrawals) through the
contract anniversary on or after your 90th birthday. Also, please note the
Enhanced Death Benefit rider charge remains at its current level.

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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 XTRA 6

THIS IS NOT A PROSPECTUS. THIS STATEMENT OF ADDITIONAL INFORMATION SHOULD BE
READ IN CONJUNCTION WITH THE PROSPECTUS DATED __________, 2009, 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 __________, 2009.

SAI-_09USAXTRA6

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TABLE OF CONTENTS PAGE

[Download Table]

COMPANY.................................................................. 2
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM............................ 2
CUSTODIAN................................................................ 2
DISTRIBUTION............................................................. 2
CALCULATION OF PERFORMANCE INFORMATION .................................. 4
Total Return........................................................ 4
Historical Unit Values.............................................. 4
Reporting Agencies.................................................. 4
ANNUITY PROVISIONS....................................................... 5
Variable Annuity.................................................... 5
Fixed Annuity....................................................... 6
Mortality and Expense Guarantee..................................... 6
Legal or Regulatory Restrictions on Transactions ................... 6
TAX STATUS OF THE CONTRACTS.............................................. 7
FINANCIAL STATEMENTS..................................................... 9

N-4 103rd Page of 129 TOC 1st Previous Next ↓Bottom Just 103rd
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 February 12, 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 of MetLife Investors USA Insurance Company (the
"Company") included in this Statement of Additional Information have been
audited by [to be updated by amendment], an independent registered public
accounting firm, as stated in their report appearing herein (which report
expresses an unqualified opinion and includes an explanatory paragraph referring
to the fact that the Company's 2006 and 2005 financial statements have been
restated), and are included in reliance upon the report of such firm given upon
their authority as experts in accounting and auditing. The principal address of
[to be updated by amendment] is [to be updated by amendment].

The financial statements of each of the Sub-Accounts of MetLife Investors USA
Separate Account A included in this Statement of Additional Information have
been audited by [to be updated by amendment], an independent registered public
accounting firm, as stated in their report appearing herein, and are included in
reliance upon the report of such firm given upon their authority as experts in
accounting and auditing. The principal address of [to be updated by amendment]
is [to be updated by amendment].

CUSTODIAN

MetLife 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 Separate Account in the following amounts
during the periods indicated:

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[Download Table]

Aggregate Amount of
Commissions Retained
Aggregate Amount of by Distributor After
Commissions Paid to Payments to Selling
Fiscal year Distributor Firms
------------- -------------------- --------------------

2006 $285,683,129 $ 0
2007 $378,957,429 $ 0
2008 $ __________ $__

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 2008 ranged from $__________ to $_____. The
amount of commissions paid to selected selling firms during 2008 ranged from
$__________ to $_____. The amount of total compensation (includes non-commission
as well as commission amounts) paid to selected selling firms during 2008 ranged
from $__________ to $_____. For purposes of calculating such amounts, the amount
of compensation received by a selling firm may include additional compensation
received by the firm for the sale of insurance products issued by our affiliates
within the MetLife Investors group of companies (First MetLife Investors
Insurance Company and MetLife Investors Insurance Company).

In view of the fact that the contracts are newly offered, none of the amounts
described herein were paid in connection with the contracts.

The following list sets forth the names of selling firms that received
additional compensation in 2008 in connection with the sale of our variable
annuity contracts, variable life policies and other insurance products
(including the contracts). The selling firms are listed in alphabetical order.

Associated Securities Corp.
Brookstreet Securities Corporation
Centaurus Financial, Inc.
Compass Bank
CUSO Financial Sevices, L.P.
Davenport & Company
Ferris, Baker Watts Incorporated
Founders Financial Securities
Gunn Allen Financial
H. Beck, Inc.
Harbour Investments, Inc.
Huntington Bank
IFMG Securities, Inc.
Infinex Investments, Inc.
Intersecurities, Inc.
Investment Professionals, Inc.
Janney Montgomery Scott LLC
Jefferson Pilot
Key Investment Services
LaSalle St. Securities, L.L.C.
Lincoln Financial Advisors
Lincoln Investment Planning
Medallion Investment Services, Inc.
Merrill Lynch
Morgan Keegan & Company, Inc.
Morgan Stanley
Mutual Service Corporation
National Planning Holdings
NEXT Financial Group
NFP Securities
Planning Corp. of America
PNC Investments
Primerica
Scott & Stringfellow, Inc.
Securities America, Inc.
Sigma Financial Corporation
Smith Barney Holdings, Inc.
Summit Brokerage Services, Inc.
Tower Square
Transamerica Financial
U.S. Bancorp Investments, Inc.
United Planners' Financial Services of America
UVEST Financial Services Group, Inc.
Valmark Securities
Wall Street Financial
Walnut Street Securities, Inc.
Waterstone Financial Group, Inc.
Woodbury Financial Services
Workman Securities.

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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.

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 charge, Enhanced
Death Benefit rider charge, and/or GMIB or GWB rider charge. For purposes of
calculating performance information, the Enhanced Death Benefit rider charge and
the GWB rider charge are 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

n = number of years

ERV = ending redeemable value at the end of the time periods used (or
fractional portion thereof) of a hypothetical $1,000
payment made at the beginning of the 1, 5 or 10 year
periods used.

The Company may also advertise performance data which will be calculated in the
same manner as described above but which will not reflect the deduction of a
withdrawal charge, or applicable Enhanced Death Benefit, GMIB, or GWB 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

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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 (contract value, less any applicable premium taxes,
account fee, and prorated Enhanced Death Benefit, GMIB, or GWB rider charge, if
any) will be applied to the applicable Annuity Table to determine the first
annuity payment. The Adjusted Contract Value is determined on the annuity
calculation date, which is a business day no more than five (5) business days
before the annuity date. The dollar amount of the first variable annuity
payment is determined as follows: The first variable annuity payment will be
based upon the annuity option elected, the annuitant's age and sex, and the
appropriate variable annuity option table. 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

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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 account to the Separate Account;

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 $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 and the appropriate annuity option table. 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

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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 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 new 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

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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 minimum distribution 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.

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FINANCIAL STATEMENTS

The financial statements of the Separate Account and the Company will be filed
by amendment.

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PART C

OTHER INFORMATION

ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS

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a. Financial Statements
-----------------------------------------------------------------------------------------

The following financial statements of the Separate Account are included in Part B hereof [to be
filed by amendment]:

1. Report of Independent Registered Public Accounting Firm.

2. Statement of Assets and Liabilities as of December 31, 2008.

3. Statement of Operations for the year ended December 31, 2008.

4. Statements of Changes in Net Assets for the years ended December 31, 2008 and 2007.

5. Notes to Financial Statements.

The following financial statements of the Company are included in Part B hereof [to be filed by
amendment]:

1. Report of Independent Registered Public Accounting Firm.

2. Balance Sheets as of December 31, 2008 and 2007.

3. Statements of Income for the years ended December 31, 2008, 2007 and 2006.

4. Statements of Stockholder's Equity for the years ended December 31, 2008, 2007 and 2006.

5. Statements of Cash Flows for the years ended December 31, 2008, 2007 and 2006.

6. Notes to Financial Statements.

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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) (5)

2. Not Applicable.

3. (i) Principal Underwriter's and Selling Agreement (effective January 1, 2001) (5)

(ii) Amendment to Principal Underwriter's and Selling Agreement (effective January 1, 2002) (5)

(iii) Form of Retail Sales Agreement (MLIDC 7-1-05 (LTC)) (9)

(iv) Agreement and Plan of Merger (12-01-04) (MLIDC into GAD) (10)

4. (i) Individual Flexible Purchase Payment Deferred Variable Annuity Contract (1)

(ii) Death Benefit Rider - Principal Protection (1)

(iii) Death Benefit Rider - (Annual Step-Up) (1)

(iv) Additional Death Benefit Rider - (Earnings Preservation Benefit) (1)

(v) Waiver of Withdrawal Charge for Nursing Home or Hospital Confinement Rider (1)

(vi) Terminal Illness Rider (1)

(vii) Unisex Annuity Rates Rider (1)

(viii) Endorsement (Name Change - effective March 1, 2001. MetLife Investors USA Insurance Company;
formerly Security First Life Insurance Company) MI - 2023 (2)

(ix) Form of Guaranteed Minimum Income Benefit Rider - (Living Benefit) (GMIB II) 7018-1 (03/03) (4)

(x) Form of Contract Schedule 8028-6-XXC [6% + GMIB II] (filed herewith)

(xi) Individual Retirement Annuity Endorsement 8023.1 (9/02) (5)

(xii) Roth Individual Retirement Annuity Endorsement 9024.1 (9/02) (5)

(xiii) 401(a)/403(a) Plan Endorsement 8025.1 (9/02) (5)

(xiv) Tax Sheltered Annuity Endorsement 8026.1 (9/02) (5)

(xv) Simple Individual Retirement Annuity Endorsement 8276 (9/02) (5)

(xvi) Form of Enhanced Dollar Cost Averaging Rider 8013-1 (05/05) (6)

(xvii) Form of Three Month Market Entry Rider 8104-1 (05/05) (6)

(xviii) Guaranteed Withdrawal Benefit Endorsement (EGWB) MLIU-GWB (11/05) - E (7)

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(xix) Guaranteed Withdrawal Benefit Rider (GWB) MLIU-690-2 (11/05) (7)

(xx) Form of Contract Schedule 8028-6 (2/08)-XXC [6% + EGWB] (filed herewith)

(xxi) Designated Beneficiary Non-Qualified Annuity Endorsement MLIU-NQ-1 (11/05)-I (8)

(xxii) Fixed Account Rider 8012 (11/00) (10)

(xxiii) Guaranteed Minimum Death Benefit (GMDB) Rider MLIU-640-1 (4/08) (12)

(xxiv) Form of Contract Schedule Guaranteed Minimum Death Benefit (GMDB) Rider MLIU-EDB (4/08) (12)

(xxv) Guaranteed Minimum Income Benefit Rider - Living Benefit MLIU-560-4 (GMIB Plus II) (4/08)
(12)

(xxvi) Form of Contract Schedule Guaranteed Minimum Income Benefit (GMIB) Rider (GMIB Plus II)
MLIU-EGMIB (4/08) (filed herewith)

(xxvii) Lifetime Guaranteed Withdrawal Benefit Rider MLIU-690-4 (4/08) (LWG II) (12)

(xxviii) Form of Contract Schedule Lifetime Guaranteed Withdrawal Benefit MLIU-EGWB (4/08) (LWG II)
(14)

(xxix) Form of Purchase Payment Credit Rider 8030 (2/08)-XXC [6%] (14)

(xxx) Form of Purchase Payment Credit Rider 8030 (5/09)-XXC [Recapture] (14)

(xxxi) Form of Contract Schedule [6%] 8028-6 (2/08)-XXC [6%] (14)

(xxxii) Form of Contract Schedule 8028-7 (5/09)-XXC[Recapture] (14)

5. (i) Form of Variable Annuity Application 8600 (8/08) APPXTRA NOV 2008 (14)

6. (i) Copy of Restated Articles of Incorporation of the Company (5)

(ii) Copy of the Bylaws of the Company (5)

(iii) Certificate of Amendment of Certificate of Incorporation filed 10/01/79 and signed 9/27/79 (5)

(iv) Certificate of Change of Location of Registered Office and/or Registered Agent filed 2/26/80 and
effective 2/8/80 (5)

(v) Certificate of Amendment of Certification of Incorporation signed 4/26/83 and certified 2/12/85 (5)

(vi) Certificate of Amendment of Certificate of Incorporation filed 10/22/84 and signed 10/19/84 (5)

(vii) Certificate of Amendment of Certificate of Incorporation certified 8/31/94 and adopted 6/13/94 (5)

(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 (5)

7. (i) Reinsurance Agreement between MetLife Investors USA Insurance Company and Metropolitan Life
Insurance Company (3)

(ii) Automatic Reinsurance Agreement between MetLife Investors USA Insurance Company and Exeter
Reassurance Company, Ltd.(3)

(iii) Reinsurance Agreement and Administrative Services Agreement between MetLife Investors USA
Insurance Company and Metropolitan Life Insurance Company (effective January 1, 2006) (13)

8. (i) Participation Agreement Among Met Investors Series Trust, Met Investors Advisory Corp., Met Investors
Distribution Company and MetLife Investors USA Insurance Company (effective 2-12-01) (5)

(ii) Participation Agreement Among Metropolitan Series Fund, Inc., MetLife Advisors, LLC, Met Investors
Distribution Company and MetLife Investors USA Insurance Company (effective August 31, 2007) (11)

9. Opinion of Counsel (filed herewith)

10. Consent of Independent Registered Public Accounting Firm [to be filed by amendment]

11. Not Applicable.

12. Not Applicable.

13. Powers of Attorney for Michael K. Farrell, Margaret C. Fechtmann, Susan A. Buffum, Richard C.
Pearson, Elizabeth M. Forget, George Foulke, James J. Reilly, Jay S. Kaduson, Paul A. Sylvester and
Jeffrey A. Tupper (filed herewith)

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(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. 4 to Form N-4 (File
Nos. 333-54464 and 811-03365) filed electronically on April 30, 2003.

(4) incorporated herein by reference to Registrant's Post-Effective Amendment No. 5 to Form N-4 (File
Nos. 333-54464 and 811-03365) filed electronically on April 27, 2004.

(5) 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.

(6) 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.

(7) incorporated herein by reference to Registrant's Post-Effective Amendment No. 12 to Form N-4 (File
Nos. 333-54464 and 811-03365) filed electronically on July 13, 2005.

(8) 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.

(9) incorporated herein by reference to Registrant's Post-Effective Amendment No. 19 to Form N-4 (File
Nos. 333-54464 and 811-03365) filed electronically on April 24, 2006.

(10) 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.

(11) 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.

(12) 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.

(13) incorporated herein by reference to Registrant's Post-Effective Amendment No. 31 to Form N-4 (File
Nos. 333-54464 and 811-03365) filed electronically on April 15, 2008.

(14) incorporated herein by reference to Registrant's Pre-Effective Amendment No. 1 to Form N-4 (File Nos.
333-152385 and 811-03365) filed electronically on October 28, 2008.

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:

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Name and Principal Business Address Positions and Offices with Depositor

Michael K. Farrell Chairman of the Board, President,
10 Park Avenue Chief Executive Officer and Director
Morristown, NJ 07962

Susan A. Buffum Director
10 Park Avenue
Morristown, NJ 07962

James J. Reilly Vice President-Finance
501 Boylston Street
Boston, MA 02116

Jay S. Kaduson Vice President and Director
10 Park Avenue
Morristown, NY 07962

Margaret C. Fechtmann Director
1095 Avenue of the Americas
New York, NY 10036

Elizabeth M. Forget Executive Vice President and Director
1095 Avenue of the Americas
New York, NY 10036

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Name and Principal Business Address Positions and Offices with Depositor

George Foulke Director
334 Madison Avenue
Covenant Station, NJ 07961

Paul A. Sylvester Director
10 Park Avenue
Morristown, NJ 07962

Kevin J. Paulson Senior Vice President
4700 Westown Parkway
Suite 200
West Des Moines, IA 50266

Richard C. Pearson Vice President, Associate General Counsel,
5 Park Plaza Secretary and Director
Suite 1900
Irvine, CA 92614

Jeffrey A. Tupper Assistant Vice President and Director
5 Park Plaza
Suite 1900
Irvine, CA 92614

Debora L. Buffington Vice President, Director of Compliance
5 Park Plaza
Suite 1900
Irvine, CA 92614

Betty E. Davis Vice President
1125 17th Street
Suite 800
Denver, CO 80202

Thomas G. Hogan, Jr. Vice President
400 Atrium Drive
Somerset, NJ 08837

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
300 Davidson Avenue
Somerset, NJ 08873

Karen A. Johnson Vice President
501 Boylston Street
Boston, MA 02116

Deron J. Richens Vice President
5 Park Plaza
Suite 1900
Irvine, CA 92614

Jeffrey N. Altman Vice President
1095 Avenue of the Americas
New York, NY 10036

Roberto Baron Vice President
1095 Avenue of the Americas
New York, NY 10036

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[Download Table]

Name and Principal Business Address Positions and Offices with Depositor

Paul L. LeClair Vice President
501 Boylston Street
Boston, MA 02116

Gregory E. Illson Vice President
501 Boylston Street
Boston, MA 02116

Bennett D. Kleinberg Vice President
1300 Hall Boulevard
Bloomfield, CT 06002-2910

Lisa S. Kuklinski Vice President
1095 Avenue of the Americas
New York, NY 10036

Jeffrey P. Halperin Vice President
1095 Avenue of the Americas
New York, NY 10036

Eric T. Steigerwalt 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

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 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.

N-4 116th Page of 129 TOC 1st Previous Next ↓Bottom Just 116th
ORGANIZATIONAL STRUCTURE OF METLIFE, INC. AND SUBSIDIARIES
AS OF SEPTEMBER 30, 2008

The following is a list of subsidiaries of MetLife, Inc. updated as of September
30, 2008. 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)

C. Exeter Reassurance Company, Ltd. (Bermuda)

D. MetLife Taiwan Insurance Company Limited (Taiwan)

E. Metropolitan Tower Life Insurance Company (DE)

1. TH Tower NGP, LLC (DE)

2. Partners Tower, L.P. (DE) - a 99% limited partnership interest of
Partners Tower, L.P. is held by Metropolitan Tower Life Insurance
Company and 1% general partnership interest is held by TH Tower NGP,
LLC (DE)

3. TH Tower Leasing, LLC (DE)

4. MetLife Reinsurance Company of Vermont (VT)

5. 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.

6. Plaza Drive Properties, LLC (DE)

7. 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.

F. MetLife Pensiones Mexico S.A. (Mexico)- 97.4738% is owned by MetLife, Inc.
and 2.5262% is owned by MetLife International Holdings, Inc.

G. MetLife Chile Inversiones Limitada (Chile)- 99.9999999% is owned by
MetLife, Inc. and 0.0000001% is owned by Natiloportem Holdings, Inc.

1. MetLife Chile Seguros de Vida S.A. (Chile)- 99.99% is owned by
MetLife Chile Inversiones Limitada and 0.01% is owned by MetLife
International Holdings, Inc.

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.

H. MetLife Mexico S.A. (Mexico)- 98.70541% is owned by MetLife, Inc.,
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.

a) 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.

b) 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.

c) MetA SIEFORE Adicional, S.A. de C.V. (Mexico)- 99.99% is owned
by MetLife Afore, S.A. de C.V. and .01% is owned by MetLife
Mexico S.A.

d) Met3 SIEFORE Basica, S.A. de C.V. (Mexico) - 99.99% is owned
by MetLife Afore, S.A. de C.V. and .01% is owned by MetLife
Mexico S.A.

e) Met4 SIEFORE, S.A. de C.V. (Mexico) - 99.99% is owned by
MetLife Afore, S.A. de C.V. and .01% is owned by MetLife
Mexico S.A.

f) Met5 SIEFORE, S.A. de C.V. (Mexico) - 99.99% is owned by
MetLife Afore, S.A. de C.V. and .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.

I. MetLife Mexico Servicios, S.A. de C.V. (Mexico)- 98% is owned by MetLife,
Inc. and 2% is owned by MetLife International Holdings, Inc.

J. Metropolitan Life Seguros de Vida S.A. (Uruguay)

K. MetLife Securities, Inc. (DE)

L. Enterprise General Insurance Agency, Inc. (DE)

1. MetLife General Insurance Agency of Texas, Inc. (DE)

2. MetLife General Insurance Agency of Massachusetts, Inc. (MA)

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M. 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)

N. Cova Corporation (MO)

1. Texas Life Insurance Company (TX)

O. MetLife Investors Insurance Company (MO)

P. First MetLife Investors Insurance Company (NY)

Q. Walnut Street Securities, Inc. (MO)

R. Newbury Insurance Company, Limited (BERMUDA)

S. MetLife Investors Group, Inc. (DE)

1. MetLife Investors Distribution Company (MO)

2. Met Investors Advisory, LLC (DE)

3. MetLife Investors Financial Agency, Inc. (TX)

N-4 118th Page of 129 TOC 1st Previous Next ↓Bottom Just 118th
T. 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)

(1) 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.

(2) 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)- 99.99913% is owned by MetLife International Holdings, Inc.
and 0.00087% is owned by Natiloporterm Holdings, Inc.

5. MetLife Participacoes Ltda.(Portugal) - 99% is owned by MetLife
International Holdings, Inc. and 1% is owned by Natiloportem
Holdings, Inc.

6. MetLife Seguros de Vida S.A. (Argentina)- 95.2499% is
owned by MetLife International Holdings, Inc. and 4.7473% is owned
by Natiloportem Holdings, Inc.

7. MetLife Insurance Company of Korea Limited (South Korea)- 14.64% of
MetLife Insurance Company of Korea Limited is owned by MetLife,
Mexico, S.A. and 85.36% is owned by Metlife International Holdings,
Inc.

8. Metropolitan Life Seguros e Previdencia Privada S.A. (Brazil)-
66.6617540% is owned by MetLife International Holdings, Inc.
and 33.3382457% is owned by MetLife Worldwide Holdings, Inc. and
0.0000003% is owned by Natiloportem Holdings, Inc.

9. MetLife Global, Inc. (DE)

10. MetLife Administradora de Fundos Multipatrocinados Ltda (Brazil) -
95.4635% is owned by MetLife International Holdings, Inc. and
4.5364% is owned by Natiloportem Holdings, Inc.

11. MetLife Insurance Limited (United Kingdom)

12. MetLife General Insurance Limited (Australia)

13. MetLife Limited (United Kingdom)

14. MetLife Insurance S.A./NV (Belgium)

15. MetLife Services Limited (United Kingdom)

16. MetLife Insurance Limited (Australia)

a) MetLife Insurance and Investment Trust (Australia)

b) MetLife Investments Pty Limited (Australia)

c) MetLife Services (Singapore) PTE Limited (Australia)

17. MetLife Seguros de Retiro S.A. (Argentina) - 96.8819% is owned by
MetLife International Holdings, Inc. and 3.1180% is owned by
Natiloportem Holdings, Inc.

18. Best Market S.A. (Argentina) - 5% of the shares are held by
Natiloportem Holdings, Inc. and 94.9999% is owned by MetLife
International Holdings Inc.

19. Compania Previsional MetLife S.A. (Brazil) - 95.4635% is owned by
MetLife International Holdings, Inc. and 4.5364% is owned by
Natiloportem Holdings, Inc.

(a) Met AFJP S.A. (Argentina) - 75.4088% of the shares of Met
AFJP S.A. are held by Compania Previsional MetLife SA,
19.5912% is owned by MetLife Seguros de Vida SA, 3.9689% is
held by Natiloportem Holdings, Inc. and 1.0310% is held by
MetLife Seguros de Retiro SA.

20. MetLife Worldwide Holdings, Inc. (DE)

a) MetLife Towarzystwo Ubezpieczen na Zycie Spolka Akcyjna.
(Poland)

b) MetLife Direct Co., Ltd. (Japan)

c) MetLife Limited (Hong Kong)

U. Metropolitan Life Insurance Company (NY)

1. 334 Madison Euro Investments, Inc. (DE)

a) Park Twenty Three Investments Company (United Kingdom)- 1%
voting control of Park Twenty Three Investments Company is
held by St. James Fleet Investments Two Limited. 1% of the
shares of Park Twenty Three Investments Company is held by
Metropolitan Life Insurance Company. 99% is owned by 334
Madison Euro Investment, Inc.

(1) Convent Station Euro Investments Four Company (United
Kingdom)- 1% voting control of Convent Station Euro
Investments Four Company is held by 334 Madison Euro
Investments, Inc. as nominee for Park Twenty Three
Investments Company. 99% is owned by Park Twenty Three
Investments Company.

2. St. James Fleet Investments Two Limited (Cayman Islands)- 34% of the
shares of St. James Fleet Investments Two Limited is held by
Metropolitan Life Insurance Company.

3. One Madison Investments (Cayco) Limited (Cayman Islands)- 10.1%
voting control of One Madison Investments (Cayco) Limited is held by
Convent Station Euro Investments Four Company. 89.9% of the shares
of One Madison Investments (Cayco) Limited is held by Metropolitan
Life Insurance Company.

4. 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.

5. GA Holding Corp. (MA)

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6. Thorngate, LLC (DE)

7. Alternative Fuel I, LLC (DE)

8. Transmountain Land & Livestock Company (MT)

9. MetPark Funding, Inc. (DE)

10. HPZ Assets LLC (DE)

11. Missouri Reinsurance (Barbados), Inc. (Barbados)

12. Metropolitan Tower Realty Company, Inc. (DE)

a) Midtown Heights, LLC (DE)

13. MetLife Real Estate Cayman Company (Cayman Islands)

14. Metropolitan Marine Way Investments Limited (Canada)

15. MetLife Private Equity Holdings, LLC (DE)

16. 23rd Street Investments, Inc. (DE)

a) Mezzanine Investment Limited Partnership-BDR (DE)- 1% General
Partnership interest is held by 23rd Street Investments, Inc.,
99% Limited Partnership Interest is held by Metropolitan Life
Insurance Company.

b) Mezzanine Investment Limited Partnership-LG (DE)- 1% General
Partnership interest is held by 23rd Street Investments, Inc.,
99% Limited Partnership Interest is held by Metropolitan Life
Insurance Company.

c) MetLife Capital Credit L.P. (DE)- 1% General Partnership
interest is held by 23rd Street Investments, Inc., 99% Limited
Partnership Interest is held by Metropolitan Life Insurance
Company.

d) MetLife Capital Limited Partnership (DE)- 1% General
Partnership interest is held by 23rd Street Investments, Inc.,
99% Limited Partnership Interest is held by Metropolitan Life
Insurance Company.

17. Metropolitan Realty Management, Inc. (DE)

18. Hyatt Legal Plans, Inc. (DE)

a) Hyatt Legal Plans of Florida, Inc. (FL)

19. MetLife Holdings, Inc. (DE)

a) MetLife Credit Corp. (DE)

b) MetLife Funding, Inc. (DE)

N-4 120th Page of 129 TOC 1st Previous Next ↓Bottom Just 120th
20. Bond Trust Account A (MA)

21. MetLife Investments Asia Limited (Hong Kong).

22. MetLife Investments Limited (United Kingdom)- 23rd Street
Investments, Inc. holds one share of MetLife Investments Limited.

23. MetLife Latin America Asesorias e Inversiones Limitada (Chile)- 23rd
Street Investments, Inc. holds 0.01% of MetLife Latin America
Asesorias e Inversiones Limitada.

24. New England Life Insurance Company (MA)

a) MetLife Advisers, LLC (MA)

b) New England Securities Corporation (MA)

25. GenAmerica Financial, LLC (MO)

a) GenAmerica Capital I (DE)

b) General American Life Insurance Company (MO)

(1) GenAmerica Management Corporation (MO)

N-4 121st Page of 129 TOC 1st Previous Next ↓Bottom Just 121st
26. Corporate Real Estate Holdings, LLC (DE)

27. Ten Park SPC (CAYMAN ISLANDS ) - 1% voting control of Ten Park SPC
is held by 23rd Street Investments, Inc.

28. MetLife Tower Resources Group, Inc. (DE)

29. Headland - Pacific Palisades, LLC (CA)

30. Headland Properties Associates (CA) - 1% is owned by Headland -
Pacific Palisades, LLC and 99% is owned by Metropolitan
Life Insurance Company.

31. Krisman, Inc. (MO)

32. Special Multi-Asset Receivables Trust (DE)

33. White Oak Royalty Company (OK)

34. 500 Grant Street GP LLC (DE)

35. 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

36. MetLife Canada/MetVie Canada (Canada)

37. MetLife Retirement Services LLC (NJ)

a) MetLife Investment Funds Services LLC (NJ)

(i) MetLife Investment Funds Management LLC (NJ)

(ii) MetLife Associates LLC (DE)

38. Euro CL Investments LLC (DE)

39. MEX DF Properties, LLC (DE)

40. 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

41. MetLife Properties Ventures, LLC (DE)

a) Citypoint Holdings II Limited (UK)

42. 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.

43. MLIC Asset Holdings, LLC (DE)

44. 85 Brood Street LLC (CT)

45. 575 Fifth Avenue LLC (DE)

V. MetLife Capital Trust II (DE)

W. MetLife Capital Trust III (DE)

X. MetLife Capital Trust IV (DE)

Y. MetLife Insurance Company of Connecticut (CT)

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. Pilgrim Investments Highland Park, LLC (DE)

5. Metropolitan Connecticut Properties Ventures, LLC (DE)

6. MetLife Canadian Property Ventures LLC (NY)

7. Euro TI Investments LLC (DE)

8. Greenwich Street Investments, LLC (DE)

a) Greenwich Street Capital Offshore Fund, Ltd. (Virgin
Islands)

b) Greenwich Street Investments, L.P. (DE)

9. One Financial Place Corporation (DE) - 100% is owned in the
aggregate by MetLife Insurance Company of Connecticut.

10. Plaza LLC (CT)

a) Tower Square Securities, Inc. (CT)

1) Tower Square Securities Insurance Agency of New
Mexico, Inc. (NM)

2) Tower Square Securities Insurance Agency of
Ohio, Inc. (OH) 99% is owned by Tower Square Securities,
Inc.

11. TIC European Real Estate LP, LLC (DE)

12. MetLife European Holdings, Inc. (UK)

a) MetLife Europe Limited (IRELAND)

(i) MetLife Pensions Trustees Limited (UK)

b) MetLife Assurance Limited (UK)

13. Travelers International Investments Ltd. (Cayman Islands)

14. Euro TL Investments LLC (DE)

15. Corrigan TLP LLC (DE)

16. TLA Holdings LLC (DE)

a) The Prospect Company (DE)

1) Panther Valley, Inc. (NJ)

17. TRAL & Co. (CT) - TRAL & Co. is a general partnership. Its partners
are MetLife Insurance Company of Connecticut and Metropolitan Life
Insurance Company.

18. Tribeca Distressed Securities, L.L.C. (DE)

19. MetLife Investors USA Insurance Comapny (DE)

Z. MetLife Reinsurance Company of South Carolina (SC)

AA. MetLife Investment Advisors Company, LLC (DE)

BB. MetLife Standby I, LLC (DE)

1. MetLife Exchange Trust I (DE)

CC. MetLife Services and Solutions, LLC (DE)

1. MetLife Solutions Pte. Ltd. (Singapore)

(i) MetLife Services East Private Limited (India)

(ii) MetLife Global Operations Support Center Private Limited -
99.99999% is owned by MetLife Solutions Pte. Ltd. and 0.00001%
is owned by Natiloportem Holdings, Inc.

DD. SafeGuard Health Enterprises, Inc. (DE)

1. SafeGuard Dental Services, 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)

EE. MetLife Capital Trust X (DE)

FF. Cova Life Management Company (DE)

GG. MetLife Reinsurance Company of Charleston (SC)

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.

In addition to the entities shown on the organizational chart, MetLife, Inc. (or
where indicated, a subsidiary) also owns interests in the following entities:

1) Metropolitan Life Insurance Company owns varying interests in certain mutual
funds distributed by its affiliates. These ownership interests are generally
expected to decrease as shares of the funds are purchased by unaffiliated
investors.

2) Metropolitan Life Insurance Company indirectly owns 100% of the non-voting
preferred stock of Nathan and Lewis Associates Ohio, Incorporated, an insurance
agency. 100% of the voting common stock of this company is held by an individual
who has agreed to vote such shares at the direction of N.L. HOLDING CORP. (DEL),
a direct wholly owned subsidiary of MetLife, Inc.

3) Mezzanine Investment Limited Partnerships ("MILPs"), Delaware limited
partnerships, are investment vehicles through which investments in certain
entities are held. A wholly owned subsidiary of Metropolitan Life Insurance
Company serves as the general partner of the limited partnerships and
Metropolitan Life Insurance Company directly owns a 99% limited partnership
interest in each MILP. The MILPs have various ownership and/or debt interests in
certain companies.

4) 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.

NOTE: 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.

N-4 122nd Page of 129 TOC 1st Previous Next ↓Bottom Just 122nd
ITEM 27. NUMBER OF CONTRACT OWNERS

As of January 5, 2009, there were no contract owners of the Series XTRA 6
contracts.

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.

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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 Annuity Account Five
MetLife Investors Variable Life Account One
MetLife Investors Variable Life Account Five
First MetLife Investors Variable Annuity Account One
General American Separate Account Eleven
General American Separate Acocunt 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 I
Metropolitan Life Variable Annuity Separate Account II
MetLife of CT Separate Account Eleven for Variable Annuities
Metropolitan Life Separate Account E
Metropolitan Life Separate Account UL
Paragon Separate Account A
Paragon Separate Account B
Paragon Separate Account C
Paragon Separate Account D
Metropolitan Series Fund, Inc.
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.

[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

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[Enlarge/Download Table]

NAME AND PRINCIPAL BUSINESS ADDRESS POSITIONS AND OFFICES WITH UNDERWRITER
------------------------------------- ---------------------------------------------------------------------

Paul A. Sylvester President, National Sales Manager-Annuities & LTC
10 Park Avenue
Morristown, NJ 07962

Elizabeth M. Forget Executive Vice President, Investment Fund Management & Marketing
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

Richard C. Pearson Executive Vice President,
5 Park Plaza General Counsel and Secretary
Suite 1900
Irvine, CA 92614

Peter Gruppuso Vice President, Chief Financial Officer
485-E US Highway 1 South
Iselin, NJ 08830

John C. Kennedy Senior Vice President, National Sales Manager, Bank and Broker/Dealer
1 MetLife Plaza
27-01 Queens Plaza North
Long Island City, NY 11101

Douglas P. Rodgers Senior Vice President, Channel Head-LTC
10 Park Avenue
Morristown, NJ 07962

Curtis Wohlers Senior Vice President, National Sales Manager, Independent
1 MetLife Plaza Planners and Insurance Advisors
27-01 Queens Plaza North
Long Island City, NY 11101

Jeffrey A. Barker Senior Vice President, Channel Head-Independent Accounts
1 MetLife Plaza
27-01 Queens Plaza North
Long Island City, NY 11101

Andrew Aiello Senior Vice President, Channel Head-National Accounts
5 Park Plaza
Suite 1900
Irvine, CA 92614

Jay S. Kaduson Senior Vice President
10 Park Avenue
Morristown, NJ 07962

Eric T. Steigerwalt Treasurer
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

David DeCarlo Vice President
5 Park Plaza
Suite 1900
Irvine, CA 92614

Paul M. Kos Vice President
5 Park Plaza
Suite 1900
Irvine, CA 92614

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NAME AND PRINCIPAL BUSINESS ADDRESS POSITIONS AND OFFICES WITH UNDERWRITER
------------------------------------- ---------------------------------------

Deron J. Richens Vice President
5 Park Plaza
Suite 1900
Irvine, CA 92614

Cathy Sturdivant Vice President
5 Park Plaza
Suite 1900
Irvine, CA 92614

Paulina Vakouros Vice President
260 Madison Avenue
New York, NY 10016

(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 $378,957,429 $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, 27000 Westown Parkway, Bldg. 4, Suite 200,
West Des Moines, IA 50266

(d) MetLife Investors Distribution Company, 5 Park Plaza, Suite 1900,
Irvine, CA 92614

(e) MetLife Investors Insurance Company, 5 Park Plaza, Suite 1900, Irvine,
CA 92614

(f) MetLife, 4010 Boy Scout Blvd., Tampa, FL 33607

(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 a No-Action Letter
issued to the American Council of Life Insurance dated November 28, 1988
(Commission ref. IP-6-88) and that the following provisions have been complied
with:

1. Include appropriate disclosure regarding the redemption restrictions
imposed by Section 403(b)(11) in each registration statement, including the
prospectus, used in connection with the offer of the contract;

2. Include appropriate disclosure regarding the redemption restrictions
imposed by Section 403(b)(11) in any sales literature used in connection with
the offer of the contract;

3. Instruct sales representatives who solicit participants to purchase the
contract specifically to bring the redemption restrictions imposed by Section
403(b)(11) to the attention of the potential participants;

4. Obtain from each plan participant who purchases a Section 403(b) annuity
contract, prior to or at the time of such purchase, a signed statement
acknowledging the participant's understanding of (1) the restrictions on
redemption imposed by Section 403(b)(11), and (2) other investment alternatives
available under the employer's Section 403(b) arrangement to which the
participant may elect to transfer his contract value.

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SIGNATURES

As required by the Securities Act of 1933 and the Investment Company Act of
1940, the Registrant has caused this Registration Statement to be signed on its
behalf in the city of Irvine and State of California on this 5th day of January
2009.

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METLIFE INVESTORS USA SEPARATE ACCOUNT A
(Registrant)
By: METLIFE INVESTORS USA INSURANCE COMPANY
By: /s/ Richard C. Pearson
----------------------------------------
Richard C. Pearson
Vice President and Associate General Counsel

METLIFE INVESTORS USA INSURANCE COMPANY
(Depositor)
By: /s/ Richard C. Pearson
----------------------------------------
Richard C. Pearson
Vice President and Associate General Counsel

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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 January 5,
2009.

[Enlarge/Download Table]

/s/ Michael K. Farrell* Chairman of the Board, President, Chief Executive Officer
-------------------------------- and Director
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/ Jay S. Kaduson* Vice President and Director
--------------------------------
Jay S. Kaduson

/s/ Margaret C. Fechtmann* Director
--------------------------------
Margaret C. Fechtmann

/s/ Elizabeth M. Forget* Director
--------------------------------
Elizabeth M. Forget

/s/ George Foulke* Executive Vice President and Director
--------------------------------
George Foulke

/s/ Paul A. Sylvester* Director
--------------------------------
Paul A. Sylvester

/s/ Richard C.Pearson* Vice President, Associate General Counsel, Secretary
-------------------------------- and Director
Richard C. Pearson

/s/ Jeffrey A. Tupper* Assistant Vice President and Director
--------------------------------
Jeffrey A. Tupper

[Download Table]

*By: /s/ Michele H. Abate
--------------------------------
Michele H. Abate, Attorney-In-Fact
January 5, 2009

* MetLife Investors USA Insurance Company. Executed by Michele H. Abate,
Esquire on behalf of those indicated pursuant to powers of attorney filed
herewith.

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INDEX TO EXHIBITS

4(x) Form of Contract Schedule [6% + GMIB II]

4(xx) Form of Contract Schedule [6% + EGWB]

4(xxvi) Form of Contract Schedule [GMIB Plus II]

9 Opinion of Counsel

13 Powers of Attorney

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘N-4’ Filing	Date	First	Last	Other Filings

Filed on:	1/9/09	1
	1/5/09	122	128
	12/31/08	15	111	24F-2NT, N-30D, NSAR-U
	10/28/08	113		485BPOS, N-4/A
	9/30/08	116
	9/2/08	16
	4/15/08	113		485APOS, 485BPOS
	12/31/07	15	111	24F-2NT, N-30D, NSAR-U
	12/21/07	113		485APOS, 485BXT
	10/31/07	113		485BPOS, 497
	8/31/07	112
	4/16/07	113		485BPOS
	12/31/06	111		24F-2NT, N-30D, NSAR-U
	10/11/06	71	103
	4/24/06	113		485BPOS
	1/1/06	112
	9/9/05	113		485BXT, 497
	7/13/05	113		485APOS
	3/28/05	70
	1/18/05	113		485APOS
	7/15/04	113		485BPOS
	5/18/04	111
	4/27/04	113		485BPOS
	4/30/03	113		485BPOS
	12/31/02	71	103	24F-2NT, NSAR-U
	1/1/02	111
	4/13/01	113		485BPOS
	3/1/01	111		497J
	2/12/01	71	103
	1/26/01	113		N-4
	1/1/01	111
				List all Filings

26 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 4/12/24  Brighthouse Separate Account A    485BPOS     4/29/24    3:3.6M                                   Donnelley … Solutions/FA
 4/12/24  Brighthouse Separate Account A    485BPOS     4/29/24    3:4M                                     Donnelley … Solutions/FA
 4/12/24  Brighthouse Separate Account A    485BPOS     4/29/24    3:7.4M                                   Donnelley … Solutions/FA
 4/12/24  Brighthouse Separate Account A    485BPOS     4/29/24    3:4.3M                                   Donnelley … Solutions/FA
 4/12/24  Brighthouse Separate Account A    485BPOS     4/29/24    3:3.8M                                   Donnelley … Solutions/FA
 4/11/24  Brighthouse Separate Account A    485BPOS     4/29/24    3:3.3M                                   Donnelley … Solutions/FA
 4/17/23  Brighthouse Separate Account A    485BPOS     5/01/23    4:3.8M                                   Donnelley … Solutions/FA
 4/17/23  Brighthouse Separate Account A    485BPOS     5/01/23    4:4.1M                                   Donnelley … Solutions/FA
 4/17/23  Brighthouse Separate Account A    485BPOS     5/01/23    4:7.4M                                   Donnelley … Solutions/FA
 4/17/23  Brighthouse Separate Account A    485BPOS     5/01/23    6:4.6M                                   Donnelley … Solutions/FA
 4/17/23  Brighthouse Separate Account A    485BPOS     5/01/23    4:4M                                     Donnelley … Solutions/FA
 4/14/23  Brighthouse Separate Account A    485BPOS     5/01/23    4:3.5M                                   Donnelley … Solutions/FA
 4/27/22  Brighthouse Separate Account A    485BPOS     4/29/22    6:4.2M                                   Donnelley … Solutions/FA
 4/19/22  Brighthouse Separate Account A    485BPOS     4/29/22    5:2.6M                                   Donnelley … Solutions/FA
 4/19/22  Brighthouse Separate Account A    485BPOS     4/29/22    6:4M                                     Donnelley … Solutions/FA
 4/19/22  Brighthouse Separate Account A    485BPOS     4/29/22    6:6.2M                                   Donnelley … Solutions/FA
 4/19/22  Brighthouse Separate Account A    485BPOS     4/29/22    6:4.2M                                   Donnelley … Solutions/FA
 4/19/22  Brighthouse Separate Account A    485BPOS     4/29/22    6:3.9M                                   Donnelley … Solutions/FA
 4/18/22  Brighthouse Separate Account A    485BPOS     4/29/22    6:2.4M                                   Donnelley … Solutions/FA
 4/16/21  Brighthouse Separate Account A    485BPOS     4/30/21    3:2.5M                                   Donnelley … Solutions/FA
 4/16/21  Brighthouse Separate Account A    485BPOS     4/30/21    3:9.9M                                   Donnelley … Solutions/FA
 4/16/21  Brighthouse Separate Account A    485BPOS     4/30/21    3:5M                                     Donnelley … Solutions/FA
 4/16/21  Brighthouse Separate Account A    485BPOS     4/30/21    3:2.9M                                   Donnelley … Solutions/FA
 4/16/21  Brighthouse Separate Account A    485BPOS     4/30/21    3:2.6M                                   Donnelley … Solutions/FA
 4/15/21  Brighthouse Separate Account A    485BPOS     4/30/21    3:6.4M                                   Donnelley … Solutions/FA
 2/18/09  SEC                               UPLOAD¶    10/11/17    1:30K  Brighthouse Separate Account A

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Filing Submission 0001193125-09-004025 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Brighthouse Separate Account A, et al. – ‘N-4’ on 1/9/09

On: Friday, 1/9/09, at 3:05pm ET · Private-to-Public: Document/Exhibit ¶ – Release Delayed · Accession #: 1193125-9-4025 · File #s: 811-03365, 333-156648

Registration Statement for a Separate Account (Unit Investment Trust) — Form N-4Filing Table of Contents

‘N-4’ — Metlife Investors Usa – Series Xtra 6 – N-4Document Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

26 Subsequent Filings that Reference this Filing

On: Friday, 1/9/09, at 3:05pm ET · Private-to-Public: Document/Exhibit `¶` – Release Delayed · Accession #: 1193125-9-4025 · File #s: 811-03365, 333-156648

Registration Statement for a Separate Account (Unit Investment Trust) — Form N-4
Filing Table of Contents

‘N-4’ — Metlife Investors Usa – Series Xtra 6 – N-4
Document Table of Contents